Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Entity Registrant Name | Clean Energy Fuels Corp. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 200,925,834 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001368265 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash, cash equivalents and current portion of restricted cash | $ 69,526 | $ 49,222 |
Short-term investments | 29,830 | 56,929 |
Accounts receivable, net of allowance of $2,412 and $2,566 as of December 31, 2019 and March 31, 2020, respectively | 58,685 | 61,760 |
Other receivables | 81,722 | 84,898 |
Inventory | 29,725 | 29,874 |
Prepaid expenses and other current assets | 10,950 | 11,109 |
Derivative assets, related party | 3,783 | |
Total current assets | 284,221 | 293,792 |
Operating lease right-of-use assets | 27,951 | 28,627 |
Land, property and equipment, net | 315,892 | 323,912 |
Long-term portion of restricted cash | 4,000 | 4,000 |
Notes receivable and other long-term assets, net | 33,393 | 31,622 |
Long-term portion of derivative assets, related party | 8,762 | 3,270 |
Investments in other entities | 24,896 | 26,305 |
Goodwill | 64,328 | 64,328 |
Intangible assets, net | 1,002 | 1,229 |
Total assets | 764,445 | 777,085 |
Current liabilities: | ||
Current portion of debt | 56,030 | 56,013 |
Current portion of finance lease obligations | 696 | 615 |
Current portion of operating lease obligations | 3,530 | 3,359 |
Accounts payable | 21,351 | 27,376 |
Accrued liabilities | 66,531 | 67,697 |
Deferred revenue | 7,839 | 7,338 |
Derivative liabilities, related party | 164 | |
Total current liabilities | 155,977 | 162,562 |
Long-term portion of debt | 31,558 | 32,872 |
Long-term portion of finance lease obligations | 2,909 | 2,715 |
Long-term portion of operating lease obligations | 25,184 | 26,206 |
Other long-term liabilities | 9,800 | 9,701 |
Total liabilities | 225,428 | 234,056 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value. 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value. 304,000,000 shares authorized; 204,723,055 shares and 202,783,616 shares issued and outstanding as of December 31, 2019 and March 31, 2020, respectively | 20 | 20 |
Additional paid-in capital | 1,198,802 | 1,203,186 |
Accumulated deficit | (666,528) | (668,232) |
Accumulated other comprehensive loss | (3,481) | (1,566) |
Total Clean Energy Fuels Corp. stockholders’ equity | 528,813 | 533,408 |
Noncontrolling interest in subsidiary | 10,204 | 9,621 |
Total stockholders’ equity | 539,017 | 543,029 |
Total liabilities and stockholders’ equity | $ 764,445 | $ 777,085 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 2,566 | $ 2,412 |
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) | 304,000,000 | 304,000,000 |
Common stock, issued (in shares) | 202,783,616 | 204,723,055 |
Common stock, outstanding (in shares) | 202,783,616 | 204,723,055 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues [Abstract] | ||
Total revenue | $ 86,006 | $ 77,698 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||
Change in fair value of derivative warrants | (405) | (1,614) |
Selling, general and administrative | 18,259 | 18,434 |
Depreciation and amortization | 11,924 | 12,479 |
Total operating expenses | 83,520 | 91,355 |
Operating income (loss) | 2,486 | (13,657) |
Interest expense | (2,210) | (1,891) |
Interest income | 381 | 580 |
Other income, net | 175 | 2,670 |
Income (loss) from equity method investments | 145 | (467) |
Income (loss) before income taxes | 977 | (12,765) |
Income tax expense | (78) | (60) |
Net income (loss) | 899 | (12,825) |
Loss attributable to noncontrolling interest | 805 | 1,879 |
Net Income (Loss) Attributable to Parent, Total | $ 1,704 | $ (10,946) |
Income (loss) per share: | ||
Basic (in dollars per share) | $ 0.01 | $ (0.05) |
Diluted (in dollars per share) | $ 0.01 | $ (0.05) |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 204,992,555 | 204,196,669 |
Diluted (in shares) | 206,040,099 | 204,196,669 |
Product revenue | ||
Revenues [Abstract] | ||
Total revenue | $ 75,702 | $ 68,448 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||
Cost of sales | 46,673 | 54,430 |
Service revenue | ||
Revenues [Abstract] | ||
Total revenue | 10,304 | 9,250 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||
Cost of sales | $ 6,259 | $ 4,398 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net income (loss) | $ 899 | $ (12,825) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments, net of $0 tax in 2019 and 2020 | (1,921) | 308 |
Unrealized gains on available-for-sale securities, net of $0 tax in 2019 and 2020 | 6 | 66 |
Total other comprehensive income (loss) | (1,915) | 374 |
Comprehensive income (loss) | (1,016) | (12,451) |
Clean Energy Fuels Corp. | ||
Net income (loss) | 1,704 | (10,946) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments, net of $0 tax in 2019 and 2020 | (1,921) | 308 |
Unrealized gains on available-for-sale securities, net of $0 tax in 2019 and 2020 | 6 | 66 |
Total other comprehensive income (loss) | (1,915) | 374 |
Comprehensive income (loss) | (211) | (10,572) |
Noncontrolling Interest in Subsidiary | ||
Net income (loss) | (805) | (1,879) |
Other comprehensive income (loss), net of tax: | ||
Comprehensive income (loss) | $ (805) | $ (1,879) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustment, tax | $ 0 | $ 0 |
Unrealized gains on available-for sale securities, tax | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest in Subsidiary | Total |
Beginning balance at Dec. 31, 2018 | $ 20 | $ 1,198,769 | $ (688,653) | $ (2,138) | $ 17,011 | $ 525,009 |
Beginning balance (in shares) at Dec. 31, 2018 | 203,599,892 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock, net of offering costs | 175 | 175 | ||||
Issuance of common stock, net of offering costs (in shares) | 1,052,040 | |||||
Stock-based compensation | 1,246 | 1,246 | ||||
Net income (loss) | (10,946) | (1,879) | (12,825) | |||
Other comprehensive income (loss) | 374 | 374 | ||||
Increase in ownership in subsidiary | 228 | (228) | ||||
Ending balance at Mar. 31, 2019 | $ 20 | 1,200,418 | (699,599) | (1,764) | 14,904 | 513,979 |
Ending balance (in shares) at Mar. 31, 2019 | 204,651,932 | |||||
Beginning balance at Dec. 31, 2019 | $ 20 | 1,203,186 | (668,232) | (1,566) | 9,621 | $ 543,029 |
Beginning balance (in shares) at Dec. 31, 2019 | 204,723,055 | 204,723,055 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock, net of offering costs | 194 | $ 194 | ||||
Repurchase of common stock | (4,244) | $ (4,244) | ||||
Repurchase of common stock (in shares) | (2,810,449) | (2,810,449) | ||||
Issuance of common stock, net of offering costs (in shares) | 871,010 | |||||
Stock-based compensation | 1,054 | $ 1,054 | ||||
Net income (loss) | 1,704 | (805) | 899 | |||
Other comprehensive income (loss) | (1,915) | (1,915) | ||||
Increase in ownership in subsidiary | (1,388) | 1,388 | ||||
Ending balance at Mar. 31, 2020 | $ 20 | $ 1,198,802 | $ (666,528) | $ (3,481) | $ 10,204 | $ 539,017 |
Ending balance (in shares) at Mar. 31, 2020 | 202,783,616 | 202,783,616 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 899 | $ (12,825) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 11,924 | 12,479 |
Provision for doubtful accounts, notes and inventory | 166 | 300 |
Stock-based compensation expense | 1,054 | 1,246 |
Change in fair value of derivative instruments | (5,227) | 6,584 |
Amortization of discount and debt issuance cost | (85) | (150) |
Gain on disposal of property and equipment | (14) | (2,680) |
Gain from sale of certain assets of subsidiary | (176) | |
Loss (income) from equity method investments | (145) | 467 |
Right-of-use asset amortization | 676 | 652 |
Deferred income taxes | 30 | |
Changes in operating assets and liabilities, net of assets and liabilities acquired and disposed: | ||
Accounts and other receivables | (180) | (5) |
Inventory | 51 | 2,023 |
Prepaid expenses and other assets | (2,682) | (94) |
Operating lease liabilities | (851) | (777) |
Accounts payable | (5,594) | (1,208) |
Deferred revenue | (2,437) | (3,485) |
Accrued expenses and other | (1,667) | (10,756) |
Net cash used in operating activities | (4,258) | (8,229) |
Cash flows from investing activities: | ||
Purchases of short-term investments | (29,284) | (26,659) |
Maturities and sales of short-term investments | 56,500 | 26,396 |
Purchases of and deposits on property and equipment | (3,658) | (4,316) |
Loans made to customers | (40) | |
Payments on and proceeds from sales of loans receivable | 609 | 141 |
Cash received from sale of certain assets of subsidiary, net | 5,628 | 5,114 |
Proceeds from disposal of property and equipment | 685 | 4,388 |
Net cash provided by investing activities | 30,440 | 5,064 |
Cash flows from financing activities: | ||
Issuances of common stock | 194 | 175 |
Repurchase of common stock | (4,244) | |
Fees paid for issuances of common stock and debt issuance costs | 0 | (15) |
Proceeds from debt instruments | 200 | 3,394 |
Repayments of debt instruments and finance lease obligations | (1,700) | (1,475) |
Net cash provided by (used in) financing activities | (5,550) | 2,079 |
Effect of exchange rates on cash, cash equivalents, and restricted cash | (328) | 73 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 20,304 | (1,013) |
Cash, cash equivalents and restricted cash, beginning of period | 53,222 | 34,624 |
Cash, cash equivalents and restricted cash, end of period | 73,526 | 33,611 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | 29 | |
Interest paid, net of $80 and $98 capitalized, respectively | $ 2,104 | $ 1,756 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Cash Flows [Abstract] | ||
Interest paid, capitalized | $ 98 | $ 80 |
General
General | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Clean Energy Fuels Corp. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1—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”) (RNG can be delivered in the form of CNG or LNG) for medium and heavy-duty vehicles and providing operation and maintenance (“O&M”) services for public and private vehicle fleet customer stations. As a comprehensive solution provider, the Company also designs, builds, operates and maintains fueling stations; sells and services 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 via “virtual” natural gas pipelines and interconnects; procures and sells RNG; sells tradable credits it generates by selling RNG and conventional natural gas as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California and the Oregon Low Carbon Fuel Standards (collectively, “LCFS Credits”); 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 consolidated financial position as of March 31, 2020, results of operations, comprehensive income (loss), stockholders’ equity and cash flows for the three months ended March 31, 2019 and 2020. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three month periods ended March 31, 2019 and 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period or for any future year. Certain information and disclosures normally included in the notes to consolidated 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 accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2019 that are included in the Company’s Annual Report on Form 10‑K filed with the SEC on March 10, 2020. Reclassifications Certain prior period amounts have been reclassified in the condensed consolidated statements of cash flows to conform to the current period presentation. These reclassifications had no material effect on the Company’s consolidated 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 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. Significant estimates made in preparing the accompanying condensed consolidated financial statements include (but are not limited to) those related to revenue recognition, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, income tax valuations and stock-based compensation expense. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2016‑13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The new standard amends the impairment model to utilize an expected loss methodology in place of the existing incurred loss methodology. The Company adopted this standard in the first quarter of 2020. Adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements Pending Adoption In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This new standard clarifies and simplifies the accounting for income taxes, including guidance related to intraperiod tax allocation, the recognition of deferred tax liabilities for outside basis differences, the methodology for calculating income taxes in an interim period, and the application of income tax guidance to franchise taxes that are partially based on income. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted in any interim period within that year. The Company is currently evaluating the impact adoption of this ASU will have on its consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Note 2—Revenue from Contracts with Customers Revenue Recognition Overview The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which it expects to be entitled in exchange for the goods or services. To achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when the Company satisfies the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for revenue recognition. The Company is generally the principal in its customer contracts because it has control over the goods and services prior to their being transferred to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenues. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. The table below presents the Company’s revenue disaggregated by revenue source (in thousands): Three Months Ended March 31, 2019 2020 Volume-related (1) $ 74,528 $ 75,060 Station construction sales 3,170 5,522 AFTC (2) — 5,424 Total revenue $ 77,698 $ 86,006 (1) Includes changes in fair value of derivative instruments related to the Company’s commodity swap and customer fueling contracts associated with the Company’s Zero Now truck financing program. The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from customer fueling contracts under the Company’s Zero Now truck financing program. See Note 6 for more information about these derivative instruments. For the three months ended March 31, 2019, changes in the fair value of commodity swaps amounted to a loss of $5.0 million. For the three months ended March 31, 2020, changes in the fair value of commodity swaps and customer fueling contracts amounted to a gain of $9.4 million and a loss of $3.8 million, respectively. (2) Represents a federal alternative fuels excise tax credit that we refer to as “AFTC,” which had previously expired but on December 20, 2019 was retroactively extended for vehicle fuel sales made beginning January 1, 2018 through December 31, 2020. See Note 19 for more information. Remaining Performance Obligations Remaining performance obligations represent the transaction price of customer orders for which the work has not been performed. As of March 31, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $12.8 million, which related to the Company’s station construction sale contracts. The Company expects to recognize revenue on the remaining performance obligations under these contracts over the next 12 to 24 months. For volume-related revenue, the Company has elected to apply an optional exemption, which waives the requirement to disclose the remaining performance obligation for revenue recognized through the ‘ right to invoice’ practical expedient. Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the accompanying condensed consolidated balance sheets. Changes in the contract asset and liability balances during the three months ended March 31, 2020, were not materially affected by any factors outside the normal course of business. As of December 31, 2019 and March 31, 2020, the Company’s contract balances were as follows (in thousands): December 31, March 31, 2019 2020 Accounts receivable, net $ 61,760 $ 58,685 Contract assets - current $ 455 $ 927 Contract assets - non-current 3,777 3,840 Contract assets - total $ 4,232 $ 4,767 Contract liabilities - current $ 5,329 $ 5,781 Contract liabilities - non-current 6,339 3,401 Contract liabilities - total $ 11,668 $ 9,182 Accounts Receivable, Net "Accounts receivable, net" in the accompanying condensed consolidated balance sheets include amounts billed and currently due from customers. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables, and economic conditions that may affect a customer’s ability to pay. Contract Assets Contract assets include unbilled amounts typically resulting from the Company’s station construction sale contracts, when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are classified as current or noncurrent based on the timing of billings. The current portion is included in “Prepaid expenses and other current assets” and the noncurrent portion is included in “Notes receivable and other long-term assets, net” in the accompanying condensed consolidated balance sheets. Contract Liabilities Contract liabilities consist of billings in excess of revenue recognized from the Company’s station construction sale contracts and payments received primarily from a customer of NG Advantage, LLC (“NG Advantage”) in advance of the performance obligations. Deferred revenue is classified as current or noncurrent based on when the revenue is expected to be recognized. The current portion and noncurrent portion of deferred revenue are included in “Deferred revenue” and “Other long-term liabilities,” respectively, in the accompanying condensed consolidated balance sheets. Revenue recognized during the three months ended March 31, 2019 related to the Company’s contract liability balances as of December 31, 2018 was $3.3 million. The decrease in the contract liability balances for the three months ended March 31, 2020 is primarily driven by billings in excess of revenue recognized, offset by $3.9 million of revenue recognized related to the Company’s contract liability balances as of December 31, 2019. |
Investments in Other Entities a
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | Note 3— Investments in Other Entities and Noncontrolling Interest in a Subsidiary SAFE&CEC S.r.l. On November 26, 2017, the Company, through its former subsidiary IMW Industries Ltd. (formerly known as Clean Energy Compression Corp.) (“CEC”), entered into an investment agreement with Landi Renzo S.p.A. (“LR”), an alternative fuels company based in Italy. Pursuant to the investment agreement, the Company and LR agreed to combine their respective natural gas fueling compressor manufacturing subsidiaries, CEC and SAFE S.p.A, in a new company, SAFE&CEC S.r.l. (such combination transaction is referred to as the “CEC Combination”). SAFE&CEC S.r.l. is focused on manufacturing, selling and servicing natural gas fueling compressors and related equipment for the global natural gas fueling market. As of the closing of the CEC Combination on December 29, 2017, the Company owns 49% of SAFE&CEC S.r.l. and LR owns 51% of SAFE&CEC S.r.l. The Company accounts for its interest in SAFE&CEC S.r.l. using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over SAFE&CEC S.r.l.’s operations. The Company recorded a loss of $0.4 million and income of $0.0 million from this investment for the three months ended March 31, 2019 and 2020, respectively. The Company has an investment balance in SAFE&CEC S.r.l. of $23.7 million and $22.2 million as of December 31, 2019 and March 31, 2020, respectively. NG Advantage On October 14, 2014, the Company entered into a Common Unit Purchase Agreement (“UPA”) with NG Advantage for a 53.3% controlling interest in NG Advantage. 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. NG Advantage has entered into an arrangement with BP Products North America (“BP”) for the supply, sale and reservation of a specified volume of CNG transportation capacity until March 2022. On February 28, 2018, the Company entered into a guaranty agreement with NG Advantage and BP pursuant to which the Company guarantees NG Advantage’s payment obligations to BP in the event of default by NG Advantage under the supply arrangement, in an amount up to an aggregate of $30.0 million plus related fees. This guaranty is in effect until thirty days following the Company’s notice to BP of its termination. As initial consideration for the guaranty agreement, NG Advantage issued to the Company 19,660 common units, which increased the Company’s controlling interest in NG Advantage from 53.3% to 53.5%. On October 1, 2018, the Company purchased 1,000,001 common units from NG Advantage for an aggregate cash purchase price of $5.0 million. This purchase increased Clean Energy’s controlling interest in NG Advantage from 53.5% to 61.7%. In each month from November 2018 through February 2019, the Company was issued 100,000 additional common units of NG Advantage, for a total of 400,000 common units, pursuant to the guaranty agreement entered in February 2018. The issuance of 400,000 additional common units increased the Company’s controlling interest in NG Advantage to 64.6% as of March 31, 2019. On February 15, 2019, NG Advantage and the Company entered into a transaction pursuant to which the Company agreed to lend to NG Advantage up to $5.0 million in accordance with the terms of a delayed draw convertible promissory note (the “2019 Note”). NG Advantage simultaneously drew $2.5 million under the 2019 Note, and on April 15, 2019, NG Advantage drew the remaining $2.5 million under the 2019 Note. As discussed below, on June 28, 2019, all unpaid principal and accrued interest under the 2019 Note was subsumed within the June 2019 Convertible Note (as defined below). On May 17, 2019, the Company agreed to lend to NG Advantage up to $0.5 million in accordance with the terms of a promissory note (the “2019 Bridge Loan”). On June 11, 2019, NG Advantage drew $0.1 million under the 2019 Bridge Loan. As discussed below, on June 28, 2019, all unpaid principal and accrued interest under the 2019 Bridge Loan was subsumed within the June 2019 Convertible Note. On June 28, 2019, the Company agreed to lend to NG Advantage up to $15.2 million in accordance with the terms of a delayed draw convertible promissory note (the “June 2019 Convertible Note”). NG Advantage simultaneously drew $3.5 million under the June 2019 Convertible Note. The outstanding principal and accrued interest under the 2019 Note and 2019 Bridge Loan were incorporated into the June 2019 Convertible Note, which resulted in the cancellation of the 2019 Note and 2019 Bridge Loan. In connection with the June 2019 Convertible Note, NG Advantage issued to the Company a warrant to purchase 86,879 common units. During the period of July 1, 2019 through November 26, 2019, NG Advantage drew an additional $7.4 million under the June 2019 Convertible Note. As discussed below, on November 27, 2019, all unpaid principal and accrued interest under the June 2019 Convertible Note was subsumed within the November 2019 Convertible Note (as defined below). On November 27, 2019, the Company agreed to lend to NG Advantage up to $26.7 million in accordance with the terms of a delayed draw convertible promissory note (the “November 2019 Convertible Note”). NG Advantage simultaneously drew $3.4 million under the November 2019 Convertible Note. The outstanding principal and accrued interest under the June 2019 Convertible Note were incorporated into the November 2019 Convertible Note, which resulted in the cancellation of the June 2019 Convertible Note. All outstanding principal under the November 2019 Convertible Note bore interest at a rate of 12.0% per annum, and all unpaid principal and accrued interest under the November 2019 Convertible Note was due on the earlier of December 31, 2019, subject to extension at the Company's discretion, or the occurrence of an event of default (subject to notice requirements and cure periods in certain circumstances). In connection with the November 2019 Convertible Note, NG Advantage issued to the Company a warrant to purchase 2,000,000 common units. In December 2019, the maturity date of the November 2019 Convertible Note was extended at the Company’s discretion and NG Advantage drew an additional $6.6 million under the November 2019 Convertible Note. As of December 31, 2019, NG Advantage had an outstanding balance of $26.7 million, plus accrued and unpaid interest, under the November 2019 Convertible Note. On February 6, 2020, the Company converted the outstanding principal and accrued interest under the November 2019 Convertible Note into common units of NG Advantage resulting in an increase in the Company’s controlling interest in NG Advantage to 93.2%. On February 29, 2020, NG Advantage issued to the Company 283,019 common units pursuant to the guaranty agreement entered in February 2018, which increased the Company’s controlling interest in NG Advantage to 93.3% as of March 31, 2020. The Company recorded a loss attributable to the noncontrolling interest in NG Advantage of $1.9 million and $0.8 million for the three months ended March 31, 2019 and 2020, respectively. The value of the noncontrolling interest was $9.6 million and $10.2 million as of December 31, 2019 and March 31, 2020, respectively. |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 3 Months Ended |
Mar. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | Note 4—Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash as of December 31, 2019 and March 31, 2020 consisted of the following (in thousands): December 31, March 31, 2019 2020 Current assets: Cash and cash equivalents $ 49,207 $ 69,511 Restricted cash - standby letters of credit 15 15 Total cash, cash equivalents and current portion of restricted cash $ 49,222 $ 69,526 Long-term assets: Restricted cash - standby letters of credit $ 4,000 $ 4,000 Total long-term portion of restricted cash $ 4,000 $ 4,000 Total cash, cash equivalents and restricted cash $ 53,222 $ 73,526 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 balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) and Canadian Deposit Insurance Corporation (“CDIC”) limits. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. The amounts in excess of FDIC and CDIC limits were approximately $47.9 million and $68.2 million as of December 31, 2019 and March 31, 2020, respectively. The Company classifies restricted cash as short-term and a current asset if the cash is expected to be used in operations within a year or to acquire a current asset. Otherwise, the restricted cash is classified as long-term. |
Short-term Investments
Short-term Investments | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | Note 5—Short-term Investments Short-term investments include available-for-sale debt securities and certificates of deposit. Available-for-sale debt securities are carried at fair value, inclusive of unrealized gains and losses. Unrealized gains and losses on available-for-sale debt securities are recognized in other comprehensive income, net of applicable income taxes. Gains or losses on sales of available-for-sale debt securities are recognized on the specific identification basis. The Company reviews available-for-sale debt securities for declines in fair value below their cost basis each quarter and whenever events or changes in circumstances indicate that the cost basis of an asset may not be recoverable, and evaluates the current expected credit loss. This evaluation is based on a number of factors, including historical experience, market data, issuer-specific factors, economic conditions, and any changes to the credit rating of the security. As of March 31, 2020, the Company has not recorded a credit loss related to available-for-sale debt securities and believes the carrying values for its available-for-sale debt securities are properly recorded. Short-term investments as of December 31, 2019 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Losses Fair Value Municipal bonds and notes $ 2,986 $ — $ 2,986 Zero coupon bonds 33,919 — 33,919 Corporate bonds 19,509 (3) 19,506 Certificates of deposit 518 — 518 Total short-term investments $ 56,932 $ (3) $ 56,929 Short-term investments as of March 31, 2020 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Gains (Losses) Fair Value Zero coupon bonds $ 26,857 $ 6 $ 26,863 Corporate bonds 2,451 (2) 2,449 Certificates of deposit 518 — 518 Total short-term investments $ 29,826 $ 4 $ 29,830 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 6 - Derivative Instruments and Hedging Activities In October 2018, the Company executed two commodity swap contracts with Total Gas & Power North America, an affiliate of TOTAL S.A. and THUSA (as defined in Note 12), for a total of 5.0 million diesel gallons annually from April 1, 2019 to June 30, 2024. These commodity swap contracts are used to manage diesel price fluctuation risks related to the natural gas fuel supply commitments the Company makes in its fueling agreements with fleet operators that participate in the Zero Now truck financing program. These contracts are not designated as accounting hedges and as a result, changes in the fair value of these derivative instruments are recognized in "Product revenue" in the accompanying condensed consolidated statements of operations. During the three months ended March 31, 2020, the Company entered into fueling agreements with fleet operators under the Zero Now truck financing program. The fueling agreements contain a pricing feature indexed to diesel, which the Company determined to be embedded derivatives and recorded at fair value at the time of execution, with the changes in fair value of the embedded derivatives recognized as earnings in "Product revenue" in the accompanying condensed consolidated statements of operations. Derivatives and embedded derivatives as of December 31, 2019 consisted of the following (in thousands): Gross Amounts Gross Amounts Net Amount Recognized Offset Presented Assets: Commodity swaps: Long-term portion of derivative assets, related party $ 3,270 $ — $ 3,270 Fueling agreements: Prepaid expenses and other current assets 232 — 232 Notes receivable and other long-term assets, net 491 — 491 Total derivative assets $ 3,993 $ — $ 3,993 Liabilities: Commodity swaps: Current portion of derivative liabilities, related party $ 164 $ — $ 164 Fueling agreements: Accrued liabilities 42 — 42 Other long-term liabilities 39 — 39 Total derivative liabilities $ 245 $ — $ 245 Derivatives and embedded derivatives as of March 31, 2020 consisted of the following (in thousands): Gross Amounts Gross Amounts Net Amount Recognized Offset Presented Assets: Commodity swaps: Current portion of derivative assets, related party $ 3,783 $ — $ 3,783 Long-term portion of derivative assets, related party 8,762 — 8,762 Fueling agreements: Prepaid expenses and other current assets 120 — 120 Notes receivable and other long-term assets, net 23 — 23 Total derivative assets $ 12,688 $ — $ 12,688 Liabilities: Fueling agreements: Accrued liabilities $ 344 $ — $ 344 Other long-term liabilities 2,964 — 2,964 Total derivative liabilities $ 3,308 $ — $ 3,308 As of December 31, 2019 and March 31, 2020, the Company had a total volume on open commodity swap contracts of 21.9 million and 20.6 million diesel gallons at a weighted-average price of approximately $2.30 and $2.25 per gallon, respectively. The following table reflects the weighted-average price of open commodity swap contracts as of December 31, 2019 and March 31, 2020, by year with associated volumes: December 31, 2019 March 31, 2020 Volumes Weighted-Average Price per Volumes Weighted-Average Price per Year (Diesel Gallons) Diesel Gallon (Diesel Gallons) Diesel Gallon 2020 4,986,000 $ 2.37 3,736,000 $ 2.30 2021 5,000,000 $ 2.34 5,000,000 $ 2.30 2022 5,000,000 $ 2.34 5,000,000 $ 2.30 2023 5,000,000 $ 2.34 5,000,000 $ 2.30 2024 1,870,000 $ 1.76 1,870,000 $ 1.71 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The Company follows the authoritative guidance for fair value measurements with respect to assets and liabilities that are measured at fair value on a recurring basis and non-recurring basis. Under the standard, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The standard also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company’s available-for-sale debt securities and certificate of deposits are classified within Level 2 because they are valued using the most recent quoted prices for identical assets in markets that are not active and quoted prices for similar assets in active markets. The Company used the income approach to value its outstanding commodity swap contracts and embedded derivatives in its fueling agreements under the Zero Now truck financing program (see Note 6). Under the income approach, the Company used a discounted cash flow (“DCF”) model in which cash flows anticipated over the term of the contracts are discounted to their present value using an expected discount rate. The discount rate used for cash flows reflects the specific risks in spot and forward rates and credit valuation adjustments. This valuation approach is considered a Level 3 fair value measurement. The significant unobservable inputs used in the fair value measurement of the Company’s derivative instruments are Ultra-Low Sulfur Diesel (“ULSD”) forward prices and differentials from ULSD to Petroleum Administration for Defense District (“PADD”) regions. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the ULSD forward prices is accompanied by a directionally opposite but less extreme change in the ULSD-PADD differential. The Company estimated the fair value of its outstanding commodity swap contracts based on the following inputs as of December 31, 2019 and March 31, 2020: December 31, 2019 March 31, 2020 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.76 - $1.88 $ 1.81 $1.25 - $1.42 $ 1.37 Historical Differential to PADD 3 Diesel $0.79 - $1.16 $ 0.91 $0.79 - $1.33 $ 0.93 Historical Differential to PADD 5 Diesel $1.32 - $2.30 $ 1.78 $1.32 - $2.45 $ 1.85 The Company estimated the fair value of embedded derivatives in its fueling agreements under the Zero Now truck financing program based on the following inputs as of December 31, 2019 and March 31, 2020: December 31, 2019 March 31, 2020 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.76 - $1.88 $ 1.81 $1.25 - $1.42 $ 1.37 Historical Differential to PADD 3 Diesel $0.79 - $1.16 $ 0.91 $0.79 - $1.33 $ 0.93 Historical Differential to PADD 5 Diesel $1.32 - $2.30 $ 1.78 $1.32 - $2.45 $ 1.85 The Company’s liability-classified warrants (or "derivative warrants"), which were issued by NG Advantage, 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. There were no transfers of assets or liabilities between Level 1, Level 2, or Level 3 of the fair value hierarchy as of December 31, 2019 or March 31, 2020. 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, 2019 and March 31, 2020: December 31, 2019 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) : Municipal bonds and notes $ 2,986 $ — $ 2,986 $ — Zero coupon bonds 33,919 — 33,919 — Corporate bonds 19,506 — 19,506 — Certificates of deposit (1) 518 — 518 — Commodity swap contracts (2) 3,270 — — 3,270 Embedded derivatives (3) 723 — — 723 Liabilities: Commodity swap contracts (2) $ 164 $ — $ — $ 164 Embedded derivatives (3) 81 — — 81 Warrants (4) 40 — — 40 March 31, 2020 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) : Zero coupon bonds $ 26,863 $ — $ 26,863 $ — Corporate bonds 2,449 — 2,449 — Certificates of deposit (1) 518 — 518 — Commodity swap contracts (2) 12,545 — — 12,545 Embedded derivatives (3) 143 — — 143 Liabilities: Embedded derivatives (3) $ 3,308 $ — $ — $ 3,308 Warrants (4) 445 — — 445 (1) Included in "Short-term investments" in the accompanying condensed consolidated balance sheets. See Note 5 for more information. (2) Included in “Derivative liabilities, related party” and "Long-term portion of derivative assets, related party’ as of December 31, 2019, and "Derivative assets, related party" and "Long-term portion of derivative assets, related party" as of March 31, 2020, in the accompanying condensed consolidated balance sheets. See Note 6 for more information. (3) Included in "Prepaid expenses and other current assets", “Notes receivable and other long-term assets, net", “Accrued liabilities” and “Other long-term liabilities” in the accompanying condensed consolidated balance sheets. See Note 6 for more information. (4) Included in "Accrued liabilities" in the accompanying condensed consolidated balance sheets. The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis as shown in the tables above that used significant unobservable inputs (Level 3), as well as the change in unrealized gains or losses for the periods included in earnings (in thousands): Assets: Assets: Liabilities: Liabilities: Commodity Embedded Commodity Embedded Liabilities: Swap Contracts Derivatives Swap Contracts Derivatives Warrants Balance as of December 31, 2018 $ 10,332 $ — $ — $ — $ (1,079) Total gain (loss) (4,970) — — — (1,614) Balance as of March 31, 2019 $ 5,362 $ — $ — $ — $ (2,693) Balance as of December 31, 2019 $ 3,270 $ 723 $ (164) $ (81) $ (40) Settlements, net (24) — 56 — — Total gain (loss) 9,299 (580) 108 (3,227) (405) Balance as of March 31, 2020 $ 12,545 $ 143 $ — $ (3,308) $ (445) Change in unrealized gain (loss) for the three months ended March 31, 2019 included in earnings $ (4,970) $ — $ — $ — $ (1,614) Change in unrealized gain (loss) for the three months ended March 31, 2020 included in earnings $ 9,275 $ (580) $ 164 $ (3,227) $ (405) Other Financial Assets and Liabilities The carrying amounts of the Company’s cash, cash equivalents and restricted cash, receivables and payables approximate fair value due to the short-term nature of those instruments. The carrying amounts of the Company’s debt instruments approximated their respective fair values as of December 31, 2019 and March 31, 2020. The fair values of these debt instruments were estimated using a DCF analysis based on interest rates offered on loans with similar terms to borrowers of similar credit quality, which are Level 3 inputs. See Note 12 for more information about the Company’s debt instruments. |
Other Receivables
Other Receivables | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Other Receivables | Note 8—Other Receivables Other receivables as of December 31, 2019 and March 31, 2020 consisted of the following (in thousands): December 31, March 31, 2019 2020 Loans to customers to finance vehicle purchases $ 653 $ 659 Accrued customer billings 6,124 4,038 Fuel tax credits 69,585 75,415 Other 8,536 1,610 Total other receivables $ 84,898 $ 81,722 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 9—Inventory Inventory consists of raw materials and spare parts, work in process and finished goods and is stated at the lower of cost (first-in, first-out) or net realizable value. The Company evaluates inventory balances for excess quantities and obsolescence by analyzing estimated demand, inventory on hand, sales levels and other information, and reduces inventory balances to net realizable value for excess and obsolete inventory based on this analysis. Inventory as of December 31, 2019 and March 31, 2020 consisted of the following (in thousands): December 31, March 31, 2019 2020 Raw materials and spare parts $ 29,874 $ 29,725 Total inventory $ 29,874 $ 29,725 |
Land, Property and Equipment
Land, Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Land, Property and Equipment | Note 10—Land, Property and Equipment Land, property and equipment, net as of December 31, 2019 and March 31, 2020 consisted of the following (in thousands): December 31, March 31, 2019 2020 Land $ 3,476 $ 3,476 LNG liquefaction plants 94,633 94,633 Station equipment 324,431 342,557 Trailers 79,477 79,536 Other equipment 101,655 84,751 Construction in progress 75,232 77,302 678,904 682,255 Less accumulated depreciation (354,992) (366,363) Total land, property and equipment, net $ 323,912 $ 315,892 Included in "Land, property and equipment, net" are capitalized software costs of $30.4 million and $30.7 million as of December 31, 2019 and March 31, 2020, respectively. Accumulated amortization of the capitalized software costs is $26.3 million and $27.0 million as of December 31, 2019 and March 31, 2020, respectively. The Company recorded amortization expense related to capitalized software costs of $1.0 million and $0.7 million for the three months ended March 31, 2019 and 2020, respectively. As of March 31, 2019 and 2020, $2.2 million and $2.1 million, respectively, is included in "Accounts payable" and "Accrued liabilities," which amounts are related to purchases of property and equipment. These amounts are excluded from the accompanying condensed consolidated statements of cash flows as they are non-cash investing activities. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 11—Accrued Liabilities Accrued liabilities as of December 31, 2019 and March 31, 2020 consisted of the following (in thousands): December 31, March 31, 2019 2020 Accrued alternative fuels incentives (1) $ 27,839 $ 34,068 Accrued employee benefits 2,276 2,732 Accrued interest 220 285 Accrued gas and equipment purchases 11,383 9,170 Accrued property and other taxes 3,732 3,121 Accrued salaries and wages 9,105 4,439 Embedded derivatives 42 344 Other (2) 13,100 12,372 Total accrued liabilities $ 67,697 $ 66,531 (1) Includes the amount of RINs, LCFS Credits and the amount of AFTC payable to third parties. (2) No individual item in “Other” exceeds 5% of total current liabilities. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 12—Debt Debt obligations as of December 31, 2019 and March 31, 2020 consisted of the following (in thousands): December 31, 2019 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs 7.5% Notes $ 50,000 $ 17 $ 49,983 NG Advantage debt 33,898 192 33,706 SG Facility 4,400 — 4,400 Other debt 796 — 796 Total debt 89,094 209 88,885 Less amounts due within one year (56,097) (84) (56,013) Total long-term debt $ 32,997 $ 125 $ 32,872 March 31, 2020 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs 7.5% Notes $ 50,000 $ 8 $ 49,992 NG Advantage debt 32,434 175 32,259 SG Facility 4,600 — 4,600 Other debt 737 — 737 Total debt 87,771 183 87,588 Less amounts due within one year (56,104) (74) (56,030) Total long-term debt $ 31,667 $ 109 $ 31,558 7.5% Notes In June 2013, the Company issued notes (the “7.5% Notes”) to T. Boone Pickens and Green Energy Investment Holdings, LLC (“GEIH”) in the amount of $150.0 million. The 7.5% Notes 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 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 7.5% Notes include 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 March 31, 2020. Prior to January 1, 2018, (i) the Company purchased $25.0 million of the 7.5% Notes from Mr. Pickens, (ii) Mr. Pickens transferred all remaining balance of his 7.5% Notes to third parties, and (iii) GEIH transferred $16.8 million in principal amount of its 7.5% Notes to third parties. As of March 31, 2020, (i) GEIH held 7.5% Notes in an aggregate principal amount of $32.9 million, and (ii) other third parties held 7.5% Notes in an aggregate principal amount of $17.1 million, all of which are due June 14, 2020. On May 5, 2020, the Company repaid $35.0 million of 7.5% Notes. SG Credit Agreement On January 2, 2019, the Company entered into a term credit agreement (the “Credit Agreement”) with Société Générale, a company incorporated as a société anonyme under the laws of France (“SG”). The Credit Agreement provides for a term loan facility (the “SG Facility”) pursuant to which the Company may obtain, subject to certain conditions, up to $100.0 million of loans (“SG Loans”) in support of its Zero Now truck financing program. Under the Credit Agreement, the Company is permitted to use the proceeds from the SG Loans solely to fund the incremental cost of trucks purchased or financed under the Zero Now truck financing program and related fees and expenses incurred by the Company in connection therewith. Interest on outstanding SG Loans accrues at a rate equal to LIBOR plus 1.30% per annum, and a commitment fee on any unused portion of the SG Facility accrues at a rate equal to 0.39% per annum. Interest and commitment fees are payable quarterly. The Company is required to make mandatory prepayments under the SG Facility equal to any amounts the Company receives for complete or partial refunds of the incremental cost of trucks purchased or financed under the Zero Now program, and the Company is generally permitted to make complete or partial voluntary prepayments under the SG Facility with prior written notice to SG without premium or penalty. The Credit Agreement includes certain representations, warranties and covenants by the Company and also provides for customary events of default which, if any of them occurs, would permit or require, among other things, the principal and accrued interest on the SG Loans to become or to be declared due and payable. Events of default under the Credit Agreement include, among others, nonpayment of principal and interest when due; violation of covenants; any default by the Company (whether or not resulting in acceleration) under any other agreement for borrowed money in excess of $20.0 million; voluntary or involuntary bankruptcy; repudiation or assignment of the Guaranty by THUSA; or a change of control of the Company. The Credit Agreement does not include financial covenants, and the Company has not provided SG with any security for its obligations under the Credit Agreement. As described below, THUSA has entered into the Guaranty to guarantee the Company’s payment obligations to SG under the Credit Agreement. As of March 31, 2020, the Company had $4.6 million outstanding on the SG Facility and no events of defaults had occurred. TOTAL Credit Support Agreement On January 2, 2019, the Company entered into a credit support agreement (“CSA”) with Total Holdings USA Inc. (“THUSA”), a wholly owned subsidiary of TOTAL S.A.. Under the CSA, THUSA agreed to enter into a guaranty agreement (“Guaranty”) pursuant to which it has guaranteed the Company’s obligation to repay to SG up to $100.0 million in SG Loans and interest thereon in accordance with the Credit Agreement. In consideration for the commitments of THUSA under the CSA, the Company is required to pay THUSA a quarterly guaranty fee at a rate per quarter equal to 2.5% of the average aggregate SG Loan amount for the preceding calendar quarter. Following any payment by THUSA to SG under the Guaranty, the Company would be obligated to immediately pay to THUSA the full amount of such payment plus interest on such amount at a rate equal to LIBOR plus 1.0%. In addition, the Company would be obligated to pay and reimburse THUSA for all reasonable out-of-pocket expenses it incurs in the performance of its services under the CSA, including all reasonable out-of-pocket attorneys’ fees and expenses incurred in connection with the payment to SG under the Guaranty or any enforcement or attempt to enforce any of the Company‘s obligations under the CSA. The CSA includes customary representations and warranties and affirmative and negative covenants by the Company. In addition, upon the occurrence of a “Trigger Event” and during its continuation, THUSA may, among other things: elect not to guarantee additional SG Loans; declare all or any portion of the outstanding amounts the Company owes THUSA under the CSA to be due and payable; and exercise all other rights it may have under applicable law. Each of the following events constitutes a Trigger Event: the Company defaults with respect to any payment obligation under the CSA; any representation or warranty made by the Company in the CSA was false, incorrect, incomplete or misleading in any material respect when made; the Company fails to observe or perform any material covenant, obligation, condition or agreement in the CSA; or the Company defaults in the observance or performance of any agreement, term or condition contained in any other agreement with THUSA or an affiliate of THUSA. As security for the Company’s obligations under the CSA, on January 2, 2019, the Company entered into a pledge and security agreement with THUSA and delivered a collateral assignment of contracts to THUSA, pursuant to which the Company collaterally assigned to THUSA all fueling agreements it enters into with participants in the Zero Now truck financing program. In addition, on January 2, 2019, the Company entered into a lockbox agreement with THUSA and Plains, under which the Company granted THUSA a security interest in the cash flow generated by the fueling agreements the Company enters into with participants in the Zero Now truck financing program. Until the occurrence of a Trigger Event or Fundamental Trigger Event (as described below) under the CSA, the Company has the freedom to operate in the normal course and there are no restrictions on the flow of funds in and out of the lockbox account established pursuant to the lockbox agreement. Upon the occurrence of a Trigger Event under the CSA, all funds in the lockbox account will be: first, used to make scheduled debt repayments under the Credit Agreement; and second, released to the Company. Further, upon the occurrence of a “Fundamental Trigger Event” under the CSA and during its continuation, in addition to exercising any of the remedies available to THUSA upon the occurrence of a Trigger Event as described above: all participants in the Zero Now program would pay amounts owed under their fueling agreements with the Company directly into the lockbox account; under a “sweep” mechanism, all cash in the lockbox account would be used to prepay all outstanding SG Loans under the Credit Agreement; no other disbursements from the lockbox account could be made without THUSA’s consent; and THUSA would retain dominion over the lockbox account and the funds in the account would remain as security for the Company’s payment and reimbursement obligations under the CSA. Each of the following events constitutes a Fundamental Trigger Event: the Company defaults in the observance or performance of any agreement, term or condition contained in the Credit Agreement that would constitute an event of default thereunder, up to or beyond any grace period provided in such agreement, unless waived by SG; the Company defaults in the observance or performance of any agreement, term or condition contained in any evidence of indebtedness other than the Credit Agreement, and the effect of such default is to cause, or permit the holders of such indebtedness to cause, acceleration of indebtedness in an aggregate amount for all such collective defaults of $20.0 million or more; voluntary and involuntary bankruptcy and insolvency events; and the occurrence of a change of control of the Company. The CSA will terminate following the later of: the payment in full of all of the Company’s obligations under the CSA; and the termination or expiration of the Guaranty following the maturity date of the last outstanding SG Loan or December 31, 2023, whichever is earlier. 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 $6.3 million and $6.2 million, 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 $4.7 million. The proceeds were primarily used to fund the purchases of CNG trailers and equipment. Interest and principal are 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. Financing Obligations NG Advantage has entered into sale and leaseback transactions with various lessors as described below. In each instance, the sale and leaseback transaction does not qualify for sale-leaseback accounting because of NG Advantage’s continuing involvement with the buyer-lessor due to a fixed price repurchase option. As a result, the transactions are recorded under the financing method, in which the assets remain on the accompanying condensed consolidated balance sheets and the proceeds from the transactions are recorded as financing liabilities. On December 18, 2017, NG Advantage entered into a sale-leaseback arrangement through a Master Lease Agreement (the “BoA MLA”) with Bank of America Leasing & Capital, LLC (“BoA”). Pursuant to the BoA MLA, NG Advantage received $2.1 million in cash for CNG trailers and simultaneously leased them back from BoA for five years commencing January 1, 2018 with interest and principal payable in 60 equal monthly installments at an annual rate of 4.86%. On March 1, 2018, NG Advantage entered into a sale-leaseback arrangement through a Master Lease Agreement (the “First National MLA”) with First National Capital, LLC (“First National”). Pursuant to the First National MLA, NG Advantage received $6.3 million in cash, net of fees and the first month’s lease payment for CNG trailers and simultaneously leased them back from First National for six years commencing March 1, 2018 with interest and principal payable in 72 equal monthly installments at an annual rate of 9.28%. On December 20, 2018 (the “Closing Date”), NG Advantage entered into a purchase agreement to sell a compression station for a purchase price of $7.0 million to an entity whose member owners were noncontrolling interest member owners of NG Advantage. On the Closing Date and immediately following the consummation of the sale of the compression station, NG Advantage entered into a lease agreement with the buyer of the station (the “Lease”) pursuant to which the station was leased back to NG Advantage for a term of five years with monthly rent payments equal to $0.1 million at an annual rate of 12.0%. Of the purchase price, NG Advantage received $4.7 million in cash, net of fees, the first month’s lease payment, and the repayment of a $2.0 million promissory note from one of the member owners of the buyer, which was issued on November 19, 2018. On January 17, 2019, NG Advantage entered into a sale-leaseback arrangement through a Master Lease Agreement (the “Nations MLA”) with Nations Fund I, LLC (“Nations”). Pursuant to the Nations MLA, NG Advantage received $3.4 million in cash, net of the first month’s lease payment, for CNG trailers and simultaneously leased them back from Nations for four years commencing February 1, 2019 with interest and principal payable in 48 equal monthly installments at an annual rate of 9.18%. In October 2019, NG Advantage entered into a sale-leaseback agreement, pursuant to which it sold compression equipment for a purchase price of $7.5 million and simultaneously leased it back for a term of five years with interest and principal payable in equal monthly installments at an annual rate of 10.47%. Of the purchase price, NG Advantage received $5.3 million in cash and $2.2 million is held as a security deposit. Other Debt The Company has other debt due at various dates through 2023 bearing interest at rates up to 5.02%, with a weighted-average interest rate of 4.78% as of December 31, 2019 and March 31, 2020. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 13—Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (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 income (loss) per share is computed by dividing the net income (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 income (loss) per share if their effect would be antidilutive. The following table sets forth the computations of basic and diluted earnings (loss) per share for the three months ended March 31, 2019 and 2020 (in thousands except share and per share amounts): Three Months Ended March 31, 2019 2020 Net income (loss) $ (10,946) $ 1,704 Weighted-average common shares outstanding 204,196,669 204,992,555 Dilutive effect of potential common shares from restricted stock units and stock options — 1,047,544 Weighted-average common shares outstanding - diluted 204,196,669 206,040,099 Basic income (loss) per share $ (0.05) $ 0.01 Diluted income (loss) per share $ (0.05) $ 0.01 The following potentially dilutive securities have been excluded from the diluted net income (loss) per share calculations because their effect would have been antidilutive. Although these securities were antidilutive for these periods, they could be dilutive in future periods. Three Months Ended March 31, 2019 2020 Stock options 10,300,404 7,536,325 Convertible notes 3,164,557 3,164,557 Restricted stock units 1,305,672 219,241 Total 14,770,633 10,920,123 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 14—Stock-Based Compensation The following table summarizes the compensation expense and related income tax benefit related to the Company’s stock-based compensation arrangements recognized in the accompanying condensed consolidated statements of operations during the three months ended March 31, 2019 and 2020 (in thousands): Three Months Ended March 31, 2019 2020 Stock-based compensation expense, net of $0 tax in 2019 and 2020 $ 1,246 $ 1,054 As of March 31, 2020, there was $4.8 million of total unrecognized compensation costs related to unvested shares subject to outstanding stock options and restricted stock units, which is expected to be expensed over a weighted-average period of approximately 2.0 years. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 15—Stockholders’ Equity Share Repurchase Program On March 12, 2020, the Company’s Board of Directors approved a share repurchase program of up to $30.0 million (exclusive of fees and commissions) of the Company’s outstanding common stock (the “Repurchase Program”). The Repurchase Program does not have an expiration date, and it may be suspended or discontinued at any time. As of March 31, 2020, the Company had utilized $4.2 million under the Repurchase Program to repurchase 2,810,449 shares of its common stock for a total cost of $4.2 million. The Repurchase Program does not obligate the Company to acquire any specific number of shares. Repurchases under the Repurchase Program may be effected from time to time through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, in each case subject to market conditions, applicable securities laws and other relevant factors. Repurchases may also be made under Rule 10b5-1 plans. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16—Income Taxes The provision for income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, a cumulative adjustment is recorded. The Company’s income tax expense was $0.1 million for each of the three months ended March 31, 2019 and 2020. Tax expense for all periods consists of taxes due on the Company’s U.S. and foreign operations. The effective tax rates for the three months ended March 31, 2019 and 2020 are different from the federal statutory tax rate primarily due to losses for which no tax benefit has been recognized. The Company increased its liability for unrecognized tax benefits in the three months ended March 31, 2020 by $0.6 million. This increase is the portion of AFTC revenue recognized in the period attributed to the federal fuel tax the Company collected from its customers during the three months ended March 31, 2020. The net interest incurred was immaterial for both the three months ended March 31, 2019 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17—Commitments and Contingencies Environmental Matters The Company is subject to federal, state, local and foreign environmental laws and regulations. The Company does not anticipate any expenditures to comply with such laws and regulations that would have a material effect on the Company’s consolidated financial position, results of operations or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, local and foreign environmental laws and regulations. Litigation, Claims and Contingencies The Company may become party to various legal actions that arise in the ordinary course of its business. The Company is also subject to audit by tax and other authorities for varying periods in various federal, state, local and foreign jurisdictions, and disputes may arise during the course of these audits. It is impossible to determine the ultimate liabilities that the Company may incur resulting from any of these lawsuits, claims, proceedings, audits, commitments, contingencies and related matters or the timing of these liabilities, if any. If these matters were to ultimately be resolved unfavorably, it is possible that such an outcome could have a material adverse effect upon the Company’s consolidated financial position, results of operations, or liquidity. The Company does not, however, anticipate such an outcome and 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Leases | Note 18—Leases Lessor Accounting The Company leases fueling station equipment to customers pursuant to agreements that contain an option to extend and an end-of-term purchase option. Receivables from these leases are accounted for as finance leases, specifically sales-type leases, and are included in “Other receivables” and “Notes receivable and other long-term assets, net” in the accompanying condensed consolidated balance sheets. The Company recognizes the net investment in the lease as the sum of the lease receivable and the unguaranteed residual value, both of which are measured at the present value using the interest rate implicit in the lease. During the three months ended March 31, 2019 and 2020, the Company recognized $0.0 million and $0.1 million, respectively, in “Interest income” on its lease receivables. The following schedule represents the Company’s maturities of lease receivables as of March 31, 2020 (in thousands): Fiscal year: 2020 $ 1,402 2021 2,024 2022 1,804 2023 1,583 2024 1,583 Thereafter 9,505 Total minimum lease payments 17,901 Less amount representing interest (7,601) Present value of lease receivables $ 10,300 |
Alternative Fuels Excise Tax Cr
Alternative Fuels Excise Tax Credit | 3 Months Ended |
Mar. 31, 2020 | |
Alternative Fuels Excise Tax Credit | |
Alternative Fuels Excise Tax Credit | Note 19—Alternative Fuels Excise Tax Credit Under separate pieces of U.S. federal legislation, the Company has been eligible to receive the AFTC tax credit for its natural gas vehicle fuel sales made between October 1, 2006 and March 31, 2020. On December 20, 2019, the AFTC, which had previously expired, was retroactively reinstated and extended beginning January 1, 2018 through December 31, 2020. The AFTC credit is equal to $0.50 per gasoline gallon equivalent of CNG that the Company sold as vehicle fuel, and $0.50 per diesel gallon of LNG that the Company sold as vehicle fuel in 2019 and 2020. Based on the service relationship with its customers, either the Company or its customers claims the credit. The Company records its AFTC credits, if any, as revenue in its condensed consolidated statements of operations because the credits are fully payable to the Company and do not offset income tax liabilities. As such, the credits are not deemed income tax credits under the accounting guidance applicable to income taxes. As a result of the most recent legislation authorizing AFTC being signed into law on December 20, 2019, all AFTC revenue for vehicle fuel the Company sold in the 2018 and 2019 calendar years, totaling $47.1 million, was recognized during the three months ended December 31, 2019. During the three months ended March 31, 2020, the Company recognized AFTC revenue of $5.4 million for vehicle fuel the Company sold during the period. AFTC is available through December 31, 2020 and may not be reinstated for vehicle fuel sales made after that date. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Note 20—Related Party Transactions During the three months ended March 31, 2019 and 2020, the Company recognized revenue of $1.2 million and $1.0 million, respectively, related to RINs sold to TOTAL S.A. and its affiliates (‘TOTAL”) in the ordinary course of business. As of December 31, 2019 and March 31, 2020, the Company had receivables from TOTAL of zero and $0.4 million, respectively. During the three months ended March 31, 2020, the Company paid TOTAL $0.2 million for expenses incurred in the ordinary course of business and swap settlements on commodity swap contracts (Note 6). No amounts were paid to TOTAL during the three months ended March 31, 2019. As of December 31, 2019 and March 31, 2020, the amount due to TOTAL was immaterial. |
General (Policies)
General (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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 consolidated financial position as of March 31, 2020, results of operations, comprehensive income (loss), stockholders’ equity and cash flows for the three months ended March 31, 2019 and 2020. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three month periods ended March 31, 2019 and 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period or for any future year. Certain information and disclosures normally included in the notes to consolidated 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 accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2019 that are included in the Company’s Annual Report on Form 10‑K filed with the SEC on March 10, 2020. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified in the condensed consolidated statements of cash flows to conform to the current period presentation. These reclassifications had no material effect on the Company’s consolidated financial position, results of operations, or cash flows as previously reported. |
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 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. Significant estimates made in preparing the accompanying condensed consolidated financial statements include (but are not limited to) those related to revenue recognition, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, income tax valuations and stock-based compensation expense. |
Recently Adopted Accounting Changes and Recently Issued Accounting Standards | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2016‑13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The new standard amends the impairment model to utilize an expected loss methodology in place of the existing incurred loss methodology. The Company adopted this standard in the first quarter of 2020. Adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements Pending Adoption In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This new standard clarifies and simplifies the accounting for income taxes, including guidance related to intraperiod tax allocation, the recognition of deferred tax liabilities for outside basis differences, the methodology for calculating income taxes in an interim period, and the application of income tax guidance to franchise taxes that are partially based on income. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted in any interim period within that year. The Company is currently evaluating the impact adoption of this ASU will have on its consolidated financial statements. |
Revenue Recognition | Revenue Recognition Overview The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which it expects to be entitled in exchange for the goods or services. To achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when the Company satisfies the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for revenue recognition. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | The table below presents the Company’s revenue disaggregated by revenue source (in thousands): Three Months Ended March 31, 2019 2020 Volume-related (1) $ 74,528 $ 75,060 Station construction sales 3,170 5,522 AFTC (2) — 5,424 Total revenue $ 77,698 $ 86,006 (1) Includes changes in fair value of derivative instruments related to the Company’s commodity swap and customer fueling contracts associated with the Company’s Zero Now truck financing program. The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from customer fueling contracts under the Company’s Zero Now truck financing program. See Note 6 for more information about these derivative instruments. For the three months ended March 31, 2019, changes in the fair value of commodity swaps amounted to a loss of $5.0 million. For the three months ended March 31, 2020, changes in the fair value of commodity swaps and customer fueling contracts amounted to a gain of $9.4 million and a loss of $3.8 million, respectively. (2) Represents a federal alternative fuels excise tax credit that we refer to as “AFTC,” which had previously expired but on December 20, 2019 was retroactively extended for vehicle fuel sales made beginning January 1, 2018 through December 31, 2020. See Note 19 for more information. |
Summary of contract balances | As of December 31, 2019 and March 31, 2020, the Company’s contract balances were as follows (in thousands): December 31, March 31, 2019 2020 Accounts receivable, net $ 61,760 $ 58,685 Contract assets - current $ 455 $ 927 Contract assets - non-current 3,777 3,840 Contract assets - total $ 4,232 $ 4,767 Contract liabilities - current $ 5,329 $ 5,781 Contract liabilities - non-current 6,339 3,401 Contract liabilities - total $ 11,668 $ 9,182 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | Cash, cash equivalents and restricted cash as of December 31, 2019 and March 31, 2020 consisted of the following (in thousands): December 31, March 31, 2019 2020 Current assets: Cash and cash equivalents $ 49,207 $ 69,511 Restricted cash - standby letters of credit 15 15 Total cash, cash equivalents and current portion of restricted cash $ 49,222 $ 69,526 Long-term assets: Restricted cash - standby letters of credit $ 4,000 $ 4,000 Total long-term portion of restricted cash $ 4,000 $ 4,000 Total cash, cash equivalents and restricted cash $ 53,222 $ 73,526 |
Schedule of components of restricted cash | Cash, cash equivalents and restricted cash as of December 31, 2019 and March 31, 2020 consisted of the following (in thousands): December 31, March 31, 2019 2020 Current assets: Cash and cash equivalents $ 49,207 $ 69,511 Restricted cash - standby letters of credit 15 15 Total cash, cash equivalents and current portion of restricted cash $ 49,222 $ 69,526 Long-term assets: Restricted cash - standby letters of credit $ 4,000 $ 4,000 Total long-term portion of restricted cash $ 4,000 $ 4,000 Total cash, cash equivalents and restricted cash $ 53,222 $ 73,526 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of short-term investments | Short-term investments as of December 31, 2019 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Losses Fair Value Municipal bonds and notes $ 2,986 $ — $ 2,986 Zero coupon bonds 33,919 — 33,919 Corporate bonds 19,509 (3) 19,506 Certificates of deposit 518 — 518 Total short-term investments $ 56,932 $ (3) $ 56,929 Short-term investments as of March 31, 2020 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Gains (Losses) Fair Value Zero coupon bonds $ 26,857 $ 6 $ 26,863 Corporate bonds 2,451 (2) 2,449 Certificates of deposit 518 — 518 Total short-term investments $ 29,826 $ 4 $ 29,830 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of commodity derivative activity | Derivatives and embedded derivatives as of December 31, 2019 consisted of the following (in thousands): Gross Amounts Gross Amounts Net Amount Recognized Offset Presented Assets: Commodity swaps: Long-term portion of derivative assets, related party $ 3,270 $ — $ 3,270 Fueling agreements: Prepaid expenses and other current assets 232 — 232 Notes receivable and other long-term assets, net 491 — 491 Total derivative assets $ 3,993 $ — $ 3,993 Liabilities: Commodity swaps: Current portion of derivative liabilities, related party $ 164 $ — $ 164 Fueling agreements: Accrued liabilities 42 — 42 Other long-term liabilities 39 — 39 Total derivative liabilities $ 245 $ — $ 245 Derivatives and embedded derivatives as of March 31, 2020 consisted of the following (in thousands): Gross Amounts Gross Amounts Net Amount Recognized Offset Presented Assets: Commodity swaps: Current portion of derivative assets, related party $ 3,783 $ — $ 3,783 Long-term portion of derivative assets, related party 8,762 — 8,762 Fueling agreements: Prepaid expenses and other current assets 120 — 120 Notes receivable and other long-term assets, net 23 — 23 Total derivative assets $ 12,688 $ — $ 12,688 Liabilities: Fueling agreements: Accrued liabilities $ 344 $ — $ 344 Other long-term liabilities 2,964 — 2,964 Total derivative liabilities $ 3,308 $ — $ 3,308 |
Schedule of weighted-average price of open commodity swap contract | The following table reflects the weighted-average price of open commodity swap contracts as of December 31, 2019 and March 31, 2020, by year with associated volumes: December 31, 2019 March 31, 2020 Volumes Weighted-Average Price per Volumes Weighted-Average Price per Year (Diesel Gallons) Diesel Gallon (Diesel Gallons) Diesel Gallon 2020 4,986,000 $ 2.37 3,736,000 $ 2.30 2021 5,000,000 $ 2.34 5,000,000 $ 2.30 2022 5,000,000 $ 2.34 5,000,000 $ 2.30 2023 5,000,000 $ 2.34 5,000,000 $ 2.30 2024 1,870,000 $ 1.76 1,870,000 $ 1.71 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of estimated fair value of outstanding commodity swap contracts and embedded derivatives | The Company estimated the fair value of its outstanding commodity swap contracts based on the following inputs as of December 31, 2019 and March 31, 2020: December 31, 2019 March 31, 2020 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.76 - $1.88 $ 1.81 $1.25 - $1.42 $ 1.37 Historical Differential to PADD 3 Diesel $0.79 - $1.16 $ 0.91 $0.79 - $1.33 $ 0.93 Historical Differential to PADD 5 Diesel $1.32 - $2.30 $ 1.78 $1.32 - $2.45 $ 1.85 The Company estimated the fair value of embedded derivatives in its fueling agreements under the Zero Now truck financing program based on the following inputs as of December 31, 2019 and March 31, 2020: December 31, 2019 March 31, 2020 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.76 - $1.88 $ 1.81 $1.25 - $1.42 $ 1.37 Historical Differential to PADD 3 Diesel $0.79 - $1.16 $ 0.91 $0.79 - $1.33 $ 0.93 Historical Differential to PADD 5 Diesel $1.32 - $2.30 $ 1.78 $1.32 - $2.45 $ 1.85 |
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, 2019 and March 31, 2020: December 31, 2019 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) : Municipal bonds and notes $ 2,986 $ — $ 2,986 $ — Zero coupon bonds 33,919 — 33,919 — Corporate bonds 19,506 — 19,506 — Certificates of deposit (1) 518 — 518 — Commodity swap contracts (2) 3,270 — — 3,270 Embedded derivatives (3) 723 — — 723 Liabilities: Commodity swap contracts (2) $ 164 $ — $ — $ 164 Embedded derivatives (3) 81 — — 81 Warrants (4) 40 — — 40 March 31, 2020 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) : Zero coupon bonds $ 26,863 $ — $ 26,863 $ — Corporate bonds 2,449 — 2,449 — Certificates of deposit (1) 518 — 518 — Commodity swap contracts (2) 12,545 — — 12,545 Embedded derivatives (3) 143 — — 143 Liabilities: Embedded derivatives (3) $ 3,308 $ — $ — $ 3,308 Warrants (4) 445 — — 445 (1) Included in "Short-term investments" in the accompanying condensed consolidated balance sheets. See Note 5 for more information. (2) Included in “Derivative liabilities, related party” and "Long-term portion of derivative assets, related party’ as of December 31, 2019, and "Derivative assets, related party" and "Long-term portion of derivative assets, related party" as of March 31, 2020, in the accompanying condensed consolidated balance sheets. See Note 6 for more information. (3) Included in "Prepaid expenses and other current assets", “Notes receivable and other long-term assets, net", “Accrued liabilities” and “Other long-term liabilities” in the accompanying condensed consolidated balance sheets. See Note 6 for more information. (4) Included in "Accrued liabilities" in the accompanying condensed consolidated balance sheets. |
Schedule of reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) | The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis as shown in the tables above that used significant unobservable inputs (Level 3), as well as the change in unrealized gains or losses for the periods included in earnings (in thousands): Assets: Assets: Liabilities: Liabilities: Commodity Embedded Commodity Embedded Liabilities: Swap Contracts Derivatives Swap Contracts Derivatives Warrants Balance as of December 31, 2018 $ 10,332 $ — $ — $ — $ (1,079) Total gain (loss) (4,970) — — — (1,614) Balance as of March 31, 2019 $ 5,362 $ — $ — $ — $ (2,693) Balance as of December 31, 2019 $ 3,270 $ 723 $ (164) $ (81) $ (40) Settlements, net (24) — 56 — — Total gain (loss) 9,299 (580) 108 (3,227) (405) Balance as of March 31, 2020 $ 12,545 $ 143 $ — $ (3,308) $ (445) Change in unrealized gain (loss) for the three months ended March 31, 2019 included in earnings $ (4,970) $ — $ — $ — $ (1,614) Change in unrealized gain (loss) for the three months ended March 31, 2020 included in earnings $ 9,275 $ (580) $ 164 $ (3,227) $ (405) |
Other Receivables (Tables)
Other Receivables (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Schedule of other receivables | Other receivables as of December 31, 2019 and March 31, 2020 consisted of the following (in thousands): December 31, March 31, 2019 2020 Loans to customers to finance vehicle purchases $ 653 $ 659 Accrued customer billings 6,124 4,038 Fuel tax credits 69,585 75,415 Other 8,536 1,610 Total other receivables $ 84,898 $ 81,722 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventory as of December 31, 2019 and March 31, 2020 consisted of the following (in thousands): December 31, March 31, 2019 2020 Raw materials and spare parts $ 29,874 $ 29,725 Total inventory $ 29,874 $ 29,725 |
Land, Property and Equipment (T
Land, Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of land, property and equipment | Land, property and equipment, net as of December 31, 2019 and March 31, 2020 consisted of the following (in thousands): December 31, March 31, 2019 2020 Land $ 3,476 $ 3,476 LNG liquefaction plants 94,633 94,633 Station equipment 324,431 342,557 Trailers 79,477 79,536 Other equipment 101,655 84,751 Construction in progress 75,232 77,302 678,904 682,255 Less accumulated depreciation (354,992) (366,363) Total land, property and equipment, net $ 323,912 $ 315,892 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities as of December 31, 2019 and March 31, 2020 consisted of the following (in thousands): December 31, March 31, 2019 2020 Accrued alternative fuels incentives (1) $ 27,839 $ 34,068 Accrued employee benefits 2,276 2,732 Accrued interest 220 285 Accrued gas and equipment purchases 11,383 9,170 Accrued property and other taxes 3,732 3,121 Accrued salaries and wages 9,105 4,439 Embedded derivatives 42 344 Other (2) 13,100 12,372 Total accrued liabilities $ 67,697 $ 66,531 (1) Includes the amount of RINs, LCFS Credits and the amount of AFTC payable to third parties. (2) No individual item in “Other” exceeds 5% of total current liabilities. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Debt obligations as of December 31, 2019 and March 31, 2020 consisted of the following (in thousands): December 31, 2019 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs 7.5% Notes $ 50,000 $ 17 $ 49,983 NG Advantage debt 33,898 192 33,706 SG Facility 4,400 — 4,400 Other debt 796 — 796 Total debt 89,094 209 88,885 Less amounts due within one year (56,097) (84) (56,013) Total long-term debt $ 32,997 $ 125 $ 32,872 March 31, 2020 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs 7.5% Notes $ 50,000 $ 8 $ 49,992 NG Advantage debt 32,434 175 32,259 SG Facility 4,600 — 4,600 Other debt 737 — 737 Total debt 87,771 183 87,588 Less amounts due within one year (56,104) (74) (56,030) Total long-term debt $ 31,667 $ 109 $ 31,558 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of information required to compute basic and diluted net loss per share | The following table sets forth the computations of basic and diluted earnings (loss) per share for the three months ended March 31, 2019 and 2020 (in thousands except share and per share amounts): Three Months Ended March 31, 2019 2020 Net income (loss) $ (10,946) $ 1,704 Weighted-average common shares outstanding 204,196,669 204,992,555 Dilutive effect of potential common shares from restricted stock units and stock options — 1,047,544 Weighted-average common shares outstanding - diluted 204,196,669 206,040,099 Basic income (loss) per share $ (0.05) $ 0.01 Diluted income (loss) per share $ (0.05) $ 0.01 |
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 income (loss) per share calculations because their effect would have been antidilutive. Although these securities were antidilutive for these periods, they could be dilutive in future periods. Three Months Ended March 31, 2019 2020 Stock options 10,300,404 7,536,325 Convertible notes 3,164,557 3,164,557 Restricted stock units 1,305,672 219,241 Total 14,770,633 10,920,123 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 accompanying condensed consolidated statements of operations during the three months ended March 31, 2019 and 2020 (in thousands): Three Months Ended March 31, 2019 2020 Stock-based compensation expense, net of $0 tax in 2019 and 2020 $ 1,246 $ 1,054 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Schedule of maturities of lease receivables | The following schedule represents the Company’s maturities of lease receivables as of March 31, 2020 (in thousands): Fiscal year: 2020 $ 1,402 2021 2,024 2022 1,804 2023 1,583 2024 1,583 Thereafter 9,505 Total minimum lease payments 17,901 Less amount representing interest (7,601) Present value of lease receivables $ 10,300 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Revenue from Contracts with Customers | |||
Revenue | $ 86,006 | $ 77,698 | |
Receivables, net | 58,685 | $ 61,760 | |
Contract Assets - Current | 927 | 455 | |
Contract Assets - Noncurrent | 3,840 | 3,777 | |
Contract Assets - Total | 4,767 | 4,232 | |
Contract Liabilities - Current | 5,781 | 5,329 | |
Contract Liabilities - Noncurrent | 3,401 | 6,339 | |
Contract Liabilities - Total | 9,182 | $ 11,668 | |
Volume -Related | |||
Revenue from Contracts with Customers | |||
Revenue | 75,060 | 74,528 | |
Volume -Related | Commodity swaps | |||
Revenue from Contracts with Customers | |||
Revenue | 9,400 | 5,000 | |
Volume -Related | Fueling agreements | |||
Revenue from Contracts with Customers | |||
Revenue | 3,800 | ||
Station construction sales | |||
Revenue from Contracts with Customers | |||
Revenue | 5,522 | $ 3,170 | |
AFTC | |||
Revenue from Contracts with Customers | |||
Revenue | $ 5,424 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Remaining Performance Obligations | ||
Revenue, remaining performance obligation, amount | $ 12.8 | |
Contract with customer, liability, revenue recognized | $ 3.9 | $ 3.3 |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | ||
Remaining Performance Obligations | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | ||
Remaining Performance Obligations | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months |
Investments in Other Entities_2
Investments in Other Entities and Noncontrolling Interest in a Subsidiary (Details) - USD ($) $ in Thousands | Feb. 29, 2020 | Nov. 27, 2019 | Jun. 28, 2019 | Jun. 11, 2019 | Apr. 15, 2019 | Feb. 15, 2019 | Oct. 01, 2018 | Feb. 28, 2018 | Dec. 31, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Feb. 28, 2019 | Feb. 06, 2020 | May 17, 2019 | Dec. 29, 2017 | Oct. 14, 2014 |
Acquisition and Divestitures | ||||||||||||||||||||
Income (loss) from equity method investments | $ 145 | $ (467) | ||||||||||||||||||
Outstanding balance | $ 88,885 | 87,588 | ||||||||||||||||||
Loss from noncontrolling interest | $ 805 | 1,879 | ||||||||||||||||||
BP Products North America | Long-Term Natural Gas Purchase Contracts | NG Advantage | ||||||||||||||||||||
Acquisition and Divestitures | ||||||||||||||||||||
Contingent consideration, liability (up to) | $ 30,000 | |||||||||||||||||||
Contingent consideration, liability, term | 30 days | |||||||||||||||||||
Clean Energy Fuels Corp. | NG Advantage | Convertible Debt | ||||||||||||||||||||
Acquisition and Divestitures | ||||||||||||||||||||
Debt issuance amount | $ 26,700 | $ 15,200 | $ 5,000 | $ 500 | ||||||||||||||||
Proceeds from convertible debt | $ 3,400 | $ 3,500 | $ 100 | $ 2,500 | $ 2,500 | 6,600 | ||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||
Number of common units to be called by warrant (in shares) | 2,000,000 | 86,879 | ||||||||||||||||||
Outstanding balance | 26,700 | |||||||||||||||||||
SAFE&CEC S.r.l. | ||||||||||||||||||||
Acquisition and Divestitures | ||||||||||||||||||||
Ownership interest | 49.00% | |||||||||||||||||||
Income (loss) from equity method investments | $ 0 | (400) | ||||||||||||||||||
Investment balance | 23,700 | 22,200 | ||||||||||||||||||
SAFE&CEC S.r.l. | Landi Renzo S.p.A. | ||||||||||||||||||||
Acquisition and Divestitures | ||||||||||||||||||||
Ownership interest | 51.00% | |||||||||||||||||||
NG Advantage | ||||||||||||||||||||
Acquisition and Divestitures | ||||||||||||||||||||
Loss from noncontrolling interest | 800 | $ 1,900 | ||||||||||||||||||
Noncontrolling interest, fair value | $ 9,600 | $ 10,200 | ||||||||||||||||||
NG Advantage | Common unit purchase agreement | ||||||||||||||||||||
Acquisition and Divestitures | ||||||||||||||||||||
Ownership interest acquired | 93.30% | 61.70% | 53.50% | 64.60% | 93.20% | 53.30% | ||||||||||||||
Stock issued during period, acquisitions (in shares) | 1,000,001 | 19,660 | ||||||||||||||||||
Payments to acquire additional controlling interest | $ 5,000 | |||||||||||||||||||
Issuance of equity by subsidiary to parent (in shares) | 283,019 | 100,000 | 100,000 | 100,000 | 100,000 | 400,000 |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Restricted Cash | ||||
Cash and cash equivalents | $ 69,511 | $ 49,207 | ||
Total cash, cash equivalents and current portion of restricted cash | 69,526 | 49,222 | ||
Long-term portion of restricted cash | 4,000 | 4,000 | ||
Total cash, cash equivalents and restricted cash | 73,526 | 53,222 | $ 33,611 | $ 34,624 |
Amount in excess of FDIC and CDIC limits | 68,200 | 47,900 | ||
Standby letters of credit | ||||
Restricted Cash | ||||
Restricted cash | 15 | 15 | ||
Long-term portion of restricted cash | $ 4,000 | $ 4,000 |
Short-Term Investments (Details
Short-Term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 29,826 | $ 56,932 |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (3) | |
Estimated Fair Value | 29,830 | 56,929 |
Municipal bonds and notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,986 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 2,986 | |
Zero coupon bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 26,857 | 33,919 |
Gross Unrealized Gains | 6 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 26,863 | 33,919 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,451 | 19,509 |
Gross Unrealized Losses | (2) | (3) |
Estimated Fair Value | 2,449 | 19,506 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 518 | 518 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 518 | $ 518 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) - Not Designated as Hedging Instrument - Commodity swaps gal in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Oct. 31, 2018contractgal | Mar. 31, 2020$ / galgal | Dec. 31, 2019$ / galgal | |
Derivative [Line Items] | |||
Derivative asset, number of instruments held | contract | 2 | ||
Volumes (Diesel Gallons) | gal | 5 | 20.6 | 21.9 |
Weighted -average price per diesel gallon (in usd per gallon) | $ / gal | 2.25 | 2.30 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Commodity Derivative Activity (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative Assets | ||
Gross Amounts Recognized | $ 12,688 | $ 3,993 |
Net Amount Presented | 12,688 | 3,993 |
Derivative Liability | ||
Gross Amounts Recognized | 3,308 | 245 |
Net Amount Presented | 3,308 | 245 |
Current portion of derivative liabilities, related party | Commodity swaps | ||
Derivative Assets | ||
Gross Amounts Recognized | 3,783 | |
Net Amount Presented | 3,783 | |
Derivative Liability | ||
Gross Amounts Recognized | 164 | |
Net Amount Presented | 164 | |
Long-term portion of derivative assets, related party | Commodity swaps | ||
Derivative Assets | ||
Gross Amounts Recognized | 8,762 | 3,270 |
Net Amount Presented | 8,762 | 3,270 |
Prepaid expenses and other current assets | Fueling agreements | ||
Derivative Assets | ||
Gross Amounts Recognized | 120 | 232 |
Net Amount Presented | 120 | 232 |
Notes receivable and other long-term assets, net | Fueling agreements | ||
Derivative Assets | ||
Gross Amounts Recognized | 23 | 491 |
Net Amount Presented | 23 | 491 |
Accrued liabilities | Fueling agreements | ||
Derivative Liability | ||
Gross Amounts Recognized | 344 | 42 |
Net Amount Presented | 344 | 42 |
Other long-term liabilities | Fueling agreements | ||
Derivative Liability | ||
Gross Amounts Recognized | 2,964 | 39 |
Net Amount Presented | $ 2,964 | $ 39 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Schedule of Weighted-Average Price of Open Commodity Wwap Contracts (Details) - Not Designated as Hedging Instrument | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020$ / galgal | Dec. 31, 2019$ / galgal | |
Commodity Swap 2020 | ||
Derivative [Line Items] | ||
Volumes (Diesel Gallons) | gal | 3,736,000 | 4,986,000 |
Weighted -Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 2.30 | 2.37 |
Commodity Swap 2021 | ||
Derivative [Line Items] | ||
Volumes (Diesel Gallons) | gal | 5,000,000 | 5,000,000 |
Weighted -Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 2.30 | 2.34 |
Commodity Swap 2022 | ||
Derivative [Line Items] | ||
Volumes (Diesel Gallons) | gal | 5,000,000 | 5,000,000 |
Weighted -Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 2.30 | 2.34 |
Commodity Swap 2023 | ||
Derivative [Line Items] | ||
Volumes (Diesel Gallons) | gal | 5,000,000 | 5,000,000 |
Weighted -Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 2.30 | 2.34 |
Commodity Swap 2024 | ||
Derivative [Line Items] | ||
Volumes (Diesel Gallons) | gal | 1,870,000 | 1,870,000 |
Weighted -Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 1.71 | 1.76 |
Fair Value Measurements - Commo
Fair Value Measurements - Commodity Swap Contracts (Details) - Not Designated as Hedging Instrument - Level 3 | Mar. 31, 2020 | Dec. 31, 2019 |
Commodity swaps | Minimum | Valuation Technique, Discounted Cash Flow | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.25 | 1.76 |
Commodity swaps | Minimum | Valuation Technique, Discounted Cash Flow | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.79 | 0.79 |
Commodity swaps | Minimum | Valuation Technique, Discounted Cash Flow | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.32 | 1.32 |
Commodity swaps | Maximum | Valuation Technique, Discounted Cash Flow | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.42 | 1.88 |
Commodity swaps | Maximum | Valuation Technique, Discounted Cash Flow | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.33 | 1.16 |
Commodity swaps | Maximum | Valuation Technique, Discounted Cash Flow | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.45 | 2.30 |
Commodity swaps | Weighted Average | Valuation Technique, Discounted Cash Flow | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.37 | 1.81 |
Commodity swaps | Weighted Average | Valuation Technique, Discounted Cash Flow | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.93 | 0.91 |
Commodity swaps | Weighted Average | Valuation Technique, Discounted Cash Flow | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.85 | 1.78 |
Fueling agreements | Minimum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.79 | |
Fueling agreements | Minimum | Valuation Technique, Discounted Cash Flow | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.25 | 1.76 |
Fueling agreements | Minimum | Valuation Technique, Discounted Cash Flow | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.79 | |
Fueling agreements | Minimum | Valuation Technique, Discounted Cash Flow | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.32 | 1.32 |
Fueling agreements | Maximum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.16 | |
Fueling agreements | Maximum | Valuation Technique, Discounted Cash Flow | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.42 | 1.88 |
Fueling agreements | Maximum | Valuation Technique, Discounted Cash Flow | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.33 | |
Fueling agreements | Maximum | Valuation Technique, Discounted Cash Flow | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.45 | 2.30 |
Fueling agreements | Weighted Average | Valuation Technique, Discounted Cash Flow | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.37 | 1.81 |
Fueling agreements | Weighted Average | Valuation Technique, Discounted Cash Flow | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.93 | 0.91 |
Fueling agreements | Weighted Average | Valuation Technique, Discounted Cash Flow | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.85 | 1.78 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Available-for-sale securities | $ 29,830 | $ 56,929 |
Short-term investments | 29,830 | 56,929 |
Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 2,986 | |
Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 26,863 | 33,919 |
Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 2,449 | 19,506 |
Certificates of deposit | ||
Assets: | ||
Available-for-sale securities | 518 | 518 |
Fair value measured on recurring basis | Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 2,986 | |
Fair value measured on recurring basis | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 26,863 | 33,919 |
Fair value measured on recurring basis | Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 2,449 | 19,506 |
Fair value measured on recurring basis | Certificates of deposit | ||
Assets: | ||
Short-term investments | 518 | 518 |
Fair value measured on recurring basis | Commodity swap contracts | ||
Assets: | ||
Derivative assets | 12,545 | 3,270 |
Liabilities: | ||
Derivative liabilities | 164 | |
Fair value measured on recurring basis | Embedded derivatives | ||
Assets: | ||
Derivative assets | 143 | 723 |
Liabilities: | ||
Derivative liabilities | 3,308 | 81 |
Fair value measured on recurring basis | Warrants | ||
Liabilities: | ||
Derivative liabilities | 445 | 40 |
Fair value measured on recurring basis | Level 2 | Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 2,986 | |
Fair value measured on recurring basis | Level 2 | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 26,863 | 33,919 |
Fair value measured on recurring basis | Level 2 | Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 2,449 | 19,506 |
Fair value measured on recurring basis | Level 2 | Certificates of deposit | ||
Assets: | ||
Short-term investments | 518 | 518 |
Fair value measured on recurring basis | Level 3 | Commodity swap contracts | ||
Assets: | ||
Derivative assets | 12,545 | 3,270 |
Liabilities: | ||
Derivative liabilities | 164 | |
Fair value measured on recurring basis | Level 3 | Embedded derivatives | ||
Assets: | ||
Derivative assets | 143 | 723 |
Liabilities: | ||
Derivative liabilities | 3,308 | 81 |
Fair value measured on recurring basis | Level 3 | Warrants | ||
Liabilities: | ||
Derivative liabilities | $ 445 | $ 40 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Recognition - Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Reconciliation of the beginning and ending balances of assets measured at fair value using significant unobservable inputs (Level 3) | ||
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income [Extensible List] | Revenue from Contract with Customer, Excluding Assessed Tax | Revenue from Contract with Customer, Excluding Assessed Tax |
Commodity swap contracts | ||
Reconciliation of the beginning and ending balances of assets measured at fair value using significant unobservable inputs (Level 3) | ||
Beginning balance | $ 3,270 | $ 10,332 |
Settlements, net | (24) | |
Total gain (loss) | 9,299 | (4,970) |
Ending balance | 12,545 | 5,362 |
Fair Value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) | 9,275 | $ (4,970) |
Embedded derivatives | ||
Reconciliation of the beginning and ending balances of assets measured at fair value using significant unobservable inputs (Level 3) | ||
Beginning balance | 723 | |
Total gain (loss) | (580) | |
Ending balance | 143 | |
Fair Value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) | $ (580) |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Recognition - Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | ||
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income [Extensible List] | Unrealized Gain (Loss) on Commodity Contracts | Unrealized Gain (Loss) on Commodity Contracts |
Commodity swap contracts | ||
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | ||
Beginning Balance | $ (164) | |
Settlements, net | 56 | |
Total gain (loss) | 108 | |
Change in unrealized gain (loss) included in earnings | 164 | |
Embedded derivatives | ||
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | ||
Beginning Balance | (81) | |
Total gain (loss) | (3,227) | |
Ending Balance | (3,308) | |
Change in unrealized gain (loss) included in earnings | (3,227) | |
Warrants | ||
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | ||
Beginning Balance | 40 | $ 1,079 |
Total gain (loss) | (405) | (1,614) |
Ending Balance | (445) | 2,693 |
Change in unrealized gain (loss) included in earnings | $ (405) | $ (1,614) |
Other Receivables (Details)
Other Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Other Receivables | ||
Other receivables | $ 81,722 | $ 84,898 |
Loans to customers to finance vehicle purchases | ||
Other Receivables | ||
Other receivables | 659 | 653 |
Accrued customer billings | ||
Other Receivables | ||
Other receivables | 4,038 | 6,124 |
Fuel tax credits | ||
Other Receivables | ||
Other receivables | 75,415 | 69,585 |
Other | ||
Other Receivables | ||
Other receivables | $ 1,610 | $ 8,536 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials and spare parts | $ 29,725 | $ 29,874 |
Total inventory | $ 29,725 | $ 29,874 |
Land, Property and Equipment (D
Land, Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Land, Property and Equipment | |||
Land, property and equipment, gross | $ 682,255 | $ 678,904 | |
Less accumulated depreciation | (366,363) | (354,992) | |
Total land, property and equipment, net | 315,892 | 323,912 | |
Capitalized software costs, net | 30,700 | 30,400 | |
Accumulated amortization on the capitalized software costs | 27,000 | 26,300 | |
Amortization expense related to the capitalized software costs | 700 | $ 1,000 | |
Amount included in accounts payable balances | 2,100 | $ 2,200 | |
Land | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 3,476 | 3,476 | |
LNG liquefaction plants | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 94,633 | 94,633 | |
Station equipment | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 342,557 | 324,431 | |
Trailers | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 79,536 | 79,477 | |
Other equipment | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 84,751 | 101,655 | |
Construction in progress | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | $ 77,302 | $ 75,232 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued alternative fuels incentives | $ 34,068 | $ 27,839 |
Accrued employee benefits | 2,732 | 2,276 |
Accrued interest | 285 | 220 |
Accrued gas and equipment purchases | 9,170 | 11,383 |
Accrued property and other taxes | 3,121 | 3,732 |
Accrued salaries and wages | 4,439 | 9,105 |
Embedded derivatives | 344 | 42 |
Other | 12,372 | 13,100 |
Total accrued liabilities | $ 66,531 | $ 67,697 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2013 |
Principal Balances | |||
Total debt | $ 87,771 | $ 89,094 | |
Less amounts due within one year | (56,104) | (56,097) | |
Total long-term debt | 31,667 | 32,997 | |
Unamortized Debt Financing Costs | |||
Total debt | 183 | 209 | |
Less amounts due within one year | (74) | (84) | |
Total long-term debt | 109 | 125 | |
Balance, Net of Financing Costs | |||
Total debt | 87,588 | 88,885 | |
Less amounts due within one year | (56,030) | (56,013) | |
Total long-term debt | 31,558 | 32,872 | |
7.5% Notes | |||
Principal Balances | |||
Total debt | 50,000 | 50,000 | |
Unamortized Debt Financing Costs | |||
Total debt | 8 | 17 | |
Balance, Net of Financing Costs | |||
Total debt | $ 49,992 | $ 49,983 | |
Interest rate | 7.50% | 7.50% | 7.50% |
NG Advantage debt | |||
Principal Balances | |||
Total debt | $ 32,434 | $ 33,898 | |
Unamortized Debt Financing Costs | |||
Total debt | 175 | 192 | |
Balance, Net of Financing Costs | |||
Total debt | 32,259 | 33,706 | |
SG Facility | |||
Principal Balances | |||
Total debt | 4,600 | 4,400 | |
Balance, Net of Financing Costs | |||
Total debt | 4,600 | 4,400 | |
Other debt | |||
Principal Balances | |||
Total debt | 737 | 796 | |
Balance, Net of Financing Costs | |||
Total debt | $ 737 | $ 796 |
Debt - 7.5% Notes (Details)
Debt - 7.5% Notes (Details) $ / shares in Units, $ in Thousands | May 05, 2020USD ($) | Jun. 30, 2013USD ($)D$ / shares | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($) |
Long-term debt [Line Items] | ||||||
Amount of advance funded | $ 200 | $ 3,394 | ||||
Aggregate principal amount | $ 87,771 | $ 89,094 | ||||
7.5% Notes | ||||||
Long-term debt [Line Items] | ||||||
Interest rate | 7.50% | 7.50% | 7.50% | |||
Debt issuance amount | $ 150,000 | |||||
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 | D | 20 | |||||
Number of consecutive trading days used to determine the conversion obligation on the notes for the Company to force conversion | D | 30 | |||||
Aggregate principal amount | $ 50,000 | $ 50,000 | ||||
7.5% Notes | Subsequent Event | ||||||
Long-term debt [Line Items] | ||||||
Repayments of debt | $ 35,000 | |||||
7.5% Notes | Green Energy Investment Holdings, LLC | ||||||
Long-term debt [Line Items] | ||||||
Principal amount transferred | $ 16,800 | |||||
Aggregate principal amount | 32,900 | |||||
7.5% Notes | Mr. Pickens | ||||||
Long-term debt [Line Items] | ||||||
Repurchased face amount during period | $ 25,000 | |||||
7.5% Notes | Other Third Parties | ||||||
Long-term debt [Line Items] | ||||||
Aggregate principal amount | $ 17,100 |
Debt - SG Credit and TOTAL Cred
Debt - SG Credit and TOTAL Credit Support Agreement (Details) - USD ($) $ in Thousands | Jan. 02, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Long-term debt [Line Items] | |||
Outstanding amount | $ 87,771 | $ 89,094 | |
SG Facility | Société Générale | |||
Long-term debt [Line Items] | |||
Maximum borrowing capacity (up to) | $ 100,000 | ||
Commitment fee percentage | 0.39% | ||
Covenant for debt default | $ 20,000 | ||
Outstanding amount | $ 4,600 | ||
SG Facility | Société Générale | London Interbank Offered Rate (LIBOR) | |||
Long-term debt [Line Items] | |||
Basis spread on variable rate | 1.30% | ||
SG Facility | Total Holdings USA Inc. | |||
Long-term debt [Line Items] | |||
Maximum borrowing capacity (up to) | $ 100,000 | ||
Interest rate per quarter | 2.50% | ||
Covenant for debt default | $ 20,000 | ||
SG Facility | Total Holdings USA Inc. | London Interbank Offered Rate (LIBOR) | |||
Long-term debt [Line Items] | |||
Basis spread on variable rate | 1.00% |
Debt - NG Advantage Debt and Fi
Debt - NG Advantage Debt and Financing Lease Obligations (Details) $ in Millions | Jan. 17, 2019USD ($)installment | Dec. 20, 2018USD ($) | Mar. 01, 2018USD ($)installment | Dec. 18, 2017USD ($)installment | Oct. 31, 2019USD ($) | Jan. 07, 2019 | Jan. 24, 2017USD ($)installment | Nov. 30, 2016USD ($)installment | May 12, 2016USD ($)installment |
Compression Station | |||||||||
Long-term debt [Line Items] | |||||||||
Purchase price | $ 7 | ||||||||
Sale leaseback transaction, term | 5 years | ||||||||
Annual rate (as a percent) | 12.00% | ||||||||
Sale leaseback transaction, monthly rental payments | $ 0.1 | ||||||||
Sale leaseback transaction, rent expense | 4.7 | ||||||||
Sale leaseback transaction, rent expense, repayment of promissory note | $ 2 | ||||||||
Compression Equipment | |||||||||
Long-term debt [Line Items] | |||||||||
Purchase price | $ 7.5 | ||||||||
Proceeds from sale of equipment in sale-leaseback agreement | 5.3 | ||||||||
Security deposit held | $ 2.2 | ||||||||
Sale leaseback transaction, term | 5 years | ||||||||
Annual rate (as a percent) | 10.47% | ||||||||
BoA | BoA MLA | |||||||||
Long-term debt [Line Items] | |||||||||
Interest rate | 4.86% | ||||||||
Proceeds from sale of equipment in sale-leaseback agreement | $ 2.1 | ||||||||
Sale leaseback transaction, term | 5 years | ||||||||
Number of equal monthly installments | installment | 60 | ||||||||
First National | First National MLA | |||||||||
Long-term debt [Line Items] | |||||||||
Interest rate | 9.28% | ||||||||
Net proceeds, financing activities | $ 6.3 | ||||||||
Sale leaseback transaction, term | 6 years | ||||||||
Number of equal monthly installments | installment | 72 | ||||||||
Nations Fund I, LLC | Nations MLA | |||||||||
Long-term debt [Line Items] | |||||||||
Interest rate | 9.18% | ||||||||
Proceeds from sale of equipment in sale-leaseback agreement | $ 3.4 | ||||||||
Sale leaseback transaction, term | 4 years | ||||||||
Number of equal monthly installments | installment | 48 | ||||||||
Loan and Security Agreement [Member] | 4.41% Term Loan | Commerce Bank & Trust Company | |||||||||
Long-term debt [Line Items] | |||||||||
Debt issuance amount | $ 6.3 | ||||||||
Number of monthly installments | installment | 84 | ||||||||
Interest rate | 4.41% | ||||||||
Loan and Security Agreement [Member] | 5.0% Term Loan | Commerce Bank & Trust Company | |||||||||
Long-term debt [Line Items] | |||||||||
Debt issuance amount | $ 6.2 | ||||||||
Number of monthly installments | installment | 84 | ||||||||
Interest rate | 5.00% | ||||||||
Loan and Security Agreement [Member] | 5.17% Term Loan | Wintrust Commercial Finance | |||||||||
Long-term debt [Line Items] | |||||||||
Debt issuance amount | $ 4.7 | ||||||||
Number of monthly installments | installment | 72 | ||||||||
Interest rate | 5.17% |
Debt - Other Debt (Details)
Debt - Other Debt (Details) - Other debt | Mar. 31, 2020 | Dec. 31, 2019 |
Long-term debt [Line Items] | ||
Weighted average interest rate | 4.78% | 4.78% |
Maximum | ||
Long-term debt [Line Items] | ||
Interest rate | 5.02% | 5.02% |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net income (loss) | $ 1,704 | $ (10,946) |
Weighted average common shares outstanding | 204,992,555 | 204,196,669 |
Dilutive effect of potential common shares from restricted stock units and stock options | 1,047,544 | |
Weighted average common shares outstanding - diluted | 206,040,099 | 204,196,669 |
Basic income (loss) per share (in dollars per share) | $ 0.01 | $ (0.05) |
Diluted income (loss) per share (in dollars per share) | $ 0.01 | $ (0.05) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net Loss Per Share | ||
Anti-dilutive securities (in shares) | 10,920,123 | 14,770,633 |
Stock options | ||
Net Loss Per Share | ||
Anti-dilutive securities (in shares) | 7,536,325 | 10,300,404 |
Convertibles notes | ||
Net Loss Per Share | ||
Anti-dilutive securities (in shares) | 3,164,557 | 3,164,557 |
Restricted stock units | ||
Net Loss Per Share | ||
Anti-dilutive securities (in shares) | 219,241 | 1,305,672 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock-based compensation expense, net of $0 tax in 2018 and 2019 | $ 1,054,000 | $ 1,246,000 |
Stock-based compensation expense, tax | 0 | $ 0 |
Unrecognized compensation cost | $ 4,800,000 | |
Unrecognized compensation cost, weighted-average period | 2 years |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 12, 2020 | |
Equity [Abstract] | ||
Approved share repurchase program | $ 30,000 | |
Repurchase of common stock | $ 4,244 | |
Repurchase of common stock (in shares) | 2,810,449 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 78 | $ 60 |
Unrecognized tax benefits, increase from portion of AFTC revenue offset by the fuel tax | $ 600 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases | ||
Sales-type lease, interest income | $ 0.1 | $ 0 |
Leases - Maturities of Lease Re
Leases - Maturities of Lease Receivables (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Fiscal year: | |
2020 | $ 1,402 |
2021 | 2,024 |
2022 | 1,804 |
2023 | 1,583 |
2024 | 1,583 |
Thereafter | 9,505 |
Total minimum lease payments | 17,901 |
Less amount representing interest | (7,601) |
Present value of lease receivables | $ 10,300 |
Alternative Fuels Excise Tax _2
Alternative Fuels Excise Tax Credit (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)$ / gal | Dec. 31, 2019USD ($) | Dec. 31, 2019$ / gal | |
Alternative Fuels Excise Tax Credit | |||
Federal alternative fuels tax credit - CNG (in dollars per gasoline gallon equivalent) | 0.50 | 0.50 | |
Federal alternative fuels tax credit - LNG (in dollars per liquid gallon) | 0.50 | 0.50 | |
Federal alternative fuels tax credit - credits recognized as revenue | $ | $ 5.4 | $ 47.1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |||
Proceeds for related party | $ 1 | $ 1.2 | |
Receivables from related party | 0.4 | $ 0.4 | |
Related party expense | $ 0.2 | $ 0 |