Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-33480 | |
Entity Registrant Name | CLEAN ENERGY FUELS CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0968580 | |
Entity Address, Address Line One | 4675 MacArthur Court, Suite 800 | |
Entity Address, City or Town | Newport Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92660 | |
City Area Code | 949 | |
Local Phone Number | 437-1000 | |
Title of 12(b) Security | Common stock | |
Trading Symbol | CLNE | |
Security Exchange Name | NASDAQ | |
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) | 222,992,133 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001368265 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 134,041 | $ 108,977 |
Short-term investments | 120,208 | 29,528 |
Accounts receivable, net of allowance of $1,335 and $1,184 as of December 31, 2020 and June 30, 2021, respectively | 66,497 | 61,784 |
Other receivables | 14,859 | 23,655 |
Inventory | 27,968 | 28,100 |
Prepaid expenses and other current assets | 19,973 | 9,404 |
Derivative assets, related party | 1,591 | |
Total current assets | 383,546 | 263,039 |
Operating lease right-of-use assets | 34,586 | 25,967 |
Land, property and equipment, net | 274,686 | 290,911 |
Restricted cash | 7,004 | 11,000 |
Notes receivable and other long-term assets, net | 70,214 | 27,299 |
Long-term portion of derivative assets, related party | 4,057 | |
Investments in other entities | 78,007 | 27,962 |
Goodwill | 64,328 | 64,328 |
Intangible assets, net | 171 | 464 |
Total assets | 912,542 | 715,027 |
Current liabilities: | ||
Current portion of debt | 8,689 | 3,592 |
Current portion of finance lease obligations | 807 | 840 |
Current portion of operating lease obligations | 3,154 | 2,822 |
Accounts payable | 18,031 | 17,310 |
Accrued liabilities | 50,351 | 52,637 |
Deferred revenue | 3,089 | 2,642 |
Derivative liabilities, related party | 709 | |
Total current liabilities | 84,830 | 79,843 |
Total long-term debt | 29,569 | 82,088 |
Long-term portion of finance lease obligations | 2,593 | 2,552 |
Long-term portion of operating lease obligations | 31,704 | 23,698 |
Long-term portion of derivative liabilities, related party | 984 | |
Other long-term liabilities | 7,619 | 3,996 |
Total liabilities | 157,299 | 192,177 |
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 and 454,000,000 shares authorized; 198,491,204 shares and 222,966,955 shares issued and outstanding as of December 31, 2020 and June 30, 2021, respectively | 22 | 20 |
Additional paid-in capital | 1,511,742 | 1,191,791 |
Accumulated deficit | (764,932) | (678,096) |
Accumulated other comprehensive loss | (373) | (209) |
Total Clean Energy Fuels Corp. stockholders' equity | 746,459 | 513,506 |
Noncontrolling interest in subsidiary | 8,784 | 9,344 |
Total stockholders' equity | 755,243 | 522,850 |
Total liabilities and stockholders' equity | $ 912,542 | $ 715,027 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,184 | $ 1,335 |
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) | 454,000,000 | 304,000,000 |
Common stock, issued (in shares) | 222,966,955 | 198,491,204 |
Common stock, outstanding (in shares) | 222,966,955 | 198,491,204 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues [Abstract] | ||||
Total revenue | $ 480 | $ 59,874 | $ 77,623 | $ 145,880 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Change in fair value of derivative warrants | (445) | (40) | ||
Selling, general and administrative | 21,606 | 16,892 | 43,047 | 35,151 |
Depreciation and amortization | 11,381 | 12,050 | 23,116 | 23,974 |
Total operating expenses | 79,898 | 67,050 | 163,475 | 150,570 |
Operating loss | (79,418) | (7,176) | (85,852) | (4,690) |
Interest expense | (1,002) | (1,841) | (2,438) | (4,051) |
Interest income | 240 | 273 | 494 | 654 |
Other income, net | 166 | 2,287 | 844 | 2,462 |
Income (loss) from equity method investments | 121 | (502) | (305) | (357) |
Loss before income taxes | (79,893) | (6,959) | (87,257) | (5,982) |
Income tax expense | (56) | (78) | (139) | (156) |
Net loss | (79,949) | (7,037) | (87,396) | (6,138) |
Loss attributable to noncontrolling interest | 282 | 301 | 560 | 1,106 |
Net loss attributable to Clean Energy Fuels Corp. | $ (79,667) | $ (6,736) | $ (86,836) | $ (5,032) |
Net loss attributable to Clean Energy Fuels Corp. per share: | ||||
Basic (in dollars per share) | $ (0.38) | $ (0.03) | $ (0.43) | $ (0.02) |
Diluted (in dollars per share) | $ (0.38) | $ (0.03) | $ (0.43) | $ (0.02) |
Weighted-average common shares outstanding: | ||||
Basic and diluted (in shares) | 207,047,221 | 200,670,137 | 203,043,580 | 202,831,346 |
Product revenue | ||||
Revenues [Abstract] | ||||
Total revenue | $ (8,965) | $ 50,426 | $ 58,727 | $ 126,128 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Cost of sales | 41,294 | 33,054 | 86,102 | 79,727 |
Service revenue | ||||
Revenues [Abstract] | ||||
Total revenue | 9,445 | 9,448 | 18,896 | 19,752 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Cost of sales | $ 5,617 | $ 5,499 | $ 11,210 | $ 11,758 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net loss | $ (79,949) | $ (7,037) | $ (87,396) | $ (6,138) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of $0 tax in 2020 and 2021 | 719 | 1,007 | (161) | (914) |
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2020 and 2021 | (3) | (1) | (3) | 5 |
Total other comprehensive income (loss) | 716 | 1,006 | (164) | (909) |
Comprehensive loss | (79,233) | (6,031) | (87,560) | (7,047) |
Clean Energy Fuels Corp. | ||||
Net loss | (79,667) | (6,736) | (86,836) | (5,032) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of $0 tax in 2020 and 2021 | 719 | 1,007 | (161) | (914) |
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2020 and 2021 | (3) | (1) | (3) | 5 |
Total other comprehensive income (loss) | 716 | 1,006 | (164) | (909) |
Comprehensive loss | (78,951) | (5,730) | (87,000) | (5,941) |
Noncontrolling Interest in Subsidiary | ||||
Net loss | (282) | (301) | (560) | (1,106) |
Other comprehensive income (loss), net of tax: | ||||
Comprehensive loss | $ (282) | $ (301) | $ (560) | $ (1,106) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Unrealized gains on available-for sale securities, tax | $ 0 | $ 0 | $ 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, 2019 | $ 20 | $ 1,203,186 | $ (668,232) | $ (1,566) | $ 9,621 | $ 543,029 |
Beginning balance (in shares) at Dec. 31, 2019 | 204,723,055 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | 194 | 194 | ||||
Issuance of common stock (in shares) | 871,010 | |||||
Repurchase of common stock | (4,244) | (4,244) | ||||
Repurchase of common stock (in shares) | (2,810,449) | |||||
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 | |||||
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 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | (1,106) | (6,138) | ||||
Other comprehensive income (loss) | (909) | |||||
Ending balance at Jun. 30, 2020 | $ 20 | 1,193,197 | (673,264) | (2,475) | 9,903 | 527,381 |
Ending balance (in shares) at Jun. 30, 2020 | 199,506,780 | |||||
Beginning balance at Mar. 31, 2020 | $ 20 | 1,198,802 | (666,528) | (3,481) | 10,204 | 539,017 |
Beginning balance (in shares) at Mar. 31, 2020 | 202,783,616 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | 41 | 41 | ||||
Issuance of common stock (in shares) | 25,214 | |||||
Repurchase of common stock | (6,406) | (6,406) | ||||
Repurchase of common stock (in shares) | (3,302,050) | |||||
Stock-based compensation | 760 | 760 | ||||
Net income (loss) | (6,736) | (301) | (7,037) | |||
Other comprehensive income (loss) | 1,006 | 1,006 | ||||
Ending balance at Jun. 30, 2020 | $ 20 | 1,193,197 | (673,264) | (2,475) | 9,903 | 527,381 |
Ending balance (in shares) at Jun. 30, 2020 | 199,506,780 | |||||
Beginning balance at Dec. 31, 2020 | $ 20 | 1,191,791 | (678,096) | (209) | 9,344 | $ 522,850 |
Beginning balance (in shares) at Dec. 31, 2020 | 198,491,204 | 198,491,204 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | 3,216 | $ 3,216 | ||||
Issuance of common stock (in shares) | 1,323,814 | |||||
Stock-based compensation | 3,367 | 3,367 | ||||
Net income (loss) | (7,169) | (278) | (7,447) | |||
Other comprehensive income (loss) | (880) | (880) | ||||
Ending balance at Mar. 31, 2021 | $ 20 | 1,198,374 | (685,265) | (1,089) | 9,066 | 521,106 |
Ending balance (in shares) at Mar. 31, 2021 | 199,815,018 | |||||
Beginning balance at Dec. 31, 2020 | $ 20 | 1,191,791 | (678,096) | (209) | 9,344 | $ 522,850 |
Beginning balance (in shares) at Dec. 31, 2020 | 198,491,204 | 198,491,204 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Repurchase of common stock (in shares) | 0 | |||||
Net income (loss) | (560) | $ (87,396) | ||||
Other comprehensive income (loss) | (164) | |||||
Ending balance at Jun. 30, 2021 | $ 22 | 1,511,742 | (764,932) | (373) | 8,784 | $ 755,243 |
Ending balance (in shares) at Jun. 30, 2021 | 222,966,955 | 222,966,955 | ||||
Beginning balance at Mar. 31, 2021 | $ 20 | 1,198,374 | (685,265) | (1,089) | 9,066 | $ 521,106 |
Beginning balance (in shares) at Mar. 31, 2021 | 199,815,018 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | $ 2 | 194,171 | $ 194,173 | |||
Issuance of common stock (in shares) | 23,151,937 | |||||
Repurchase of common stock (in shares) | 0 | |||||
Stock-based compensation | 3,419 | $ 3,419 | ||||
Stock-based sales incentive charges | 115,778 | 115,778 | ||||
Net income (loss) | (79,667) | (282) | (79,949) | |||
Other comprehensive income (loss) | 716 | 716 | ||||
Ending balance at Jun. 30, 2021 | $ 22 | $ 1,511,742 | $ (764,932) | $ (373) | $ 8,784 | $ 755,243 |
Ending balance (in shares) at Jun. 30, 2021 | 222,966,955 | 222,966,955 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (87,396) | $ (6,138) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 23,116 | 23,974 |
Provision for credit losses and inventory | 560 | 1,056 |
Stock-based compensation expense | 6,786 | 1,814 |
Stock-based sales incentive charges | 78,053 | |
Change in fair value of derivative instruments | 2,507 | (4,205) |
Amortization of discount and debt issuance cost | 26 | (103) |
Loss (gain) on disposal of property and equipment | 174 | (2,298) |
Loss on extinguishment of debt | 25 | |
Gain from sale of certain assets of subsidiary | (176) | |
Loss from equity method investments | 305 | 357 |
Non-cash lease expense | 1,470 | 1,373 |
Deferred income taxes | 61 | 60 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 2,211 | 73,904 |
Inventory | (732) | 218 |
Prepaid expenses and other assets | (11,722) | 365 |
Operating lease liabilities | (1,751) | (1,604) |
Accounts payable | 1,547 | (10,572) |
Deferred revenue | 388 | (8,787) |
Accrued liabilities and other | (2,711) | (19,479) |
Net cash provided by operating activities | 12,917 | 49,759 |
Cash flows from investing activities: | ||
Purchases of short-term investments | (177,981) | (45,293) |
Maturities and sales of short-term investments | 87,301 | 85,850 |
Purchases of and deposits on property and equipment | (7,888) | (6,354) |
Disbursements for loans receivable | (3,828) | (40) |
Payments on and proceeds from sales of loans receivable | 224 | 1,226 |
Cash received from sale of certain assets of subsidiary, net | 887 | 4,951 |
Investments in other entities | (50,669) | |
Proceeds from disposal of property and equipment | 1,577 | 3,224 |
Net cash provided by (used in) investing activities | (150,377) | 43,564 |
Cash flows from financing activities: | ||
Issuance of common stock | 203,923 | 235 |
Repurchase of common stock | (10,650) | |
Fees paid for issuance of common stock | (6,534) | |
Proceeds for Adopt-a-Port program | 4,670 | |
Proceeds from debt instruments | 4,400 | 200 |
Proceeds from revolving line of credit | 1,150 | |
Repayments of borrowing under revolving line of credit | (650) | |
Repayments of debt instruments and finance lease obligations | (48,584) | (52,960) |
Payments of debt extinguishment costs | (14) | |
Net cash (used in) provided by financing activities | 158,361 | (63,175) |
Effect of exchange rates on cash, cash equivalents and restricted cash | 167 | (199) |
Net increase in cash, cash equivalents and restricted cash | 21,068 | 29,949 |
Cash, cash equivalents and restricted cash, beginning of period | 119,977 | 53,222 |
Cash, cash equivalents and restricted cash, end of period | 141,045 | 83,171 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | 10 | 65 |
Interest paid, net of $98 and $0 capitalized, respectively | $ 2,460 | $ 3,906 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
Interest paid, capitalized | $ 0 | $ 98 |
General
General | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | 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 a leading renewable energy company focused on the procurement and distribution of renewable natural gas (“RNG”) and conventional natural gas, in the form of compressed natural gas (“CNG”) and liquefied natural gas (“LNG”), for the United States and Canadian transportation markets. The Company is also focused on developing, owning, and operating dairy and other livestock waste RNG projects and supplying RNG (procured from our own projects or from third parties) to its customers in the heavy and medium -duty commercial transportation sector. As a comprehensive clean energy solution provider, the Company also designs and builds, as well as operates and maintains, public and private vehicle fueling stations in the United States and Canada; sells and services compressors and other equipment used in RNG production and at fueling stations; transports and sells its fuels via “virtual” natural gas pipelines and interconnects; sells U.S. federal, state and local government credits it generates by selling RNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California and the Oregon Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtains federal, state and local tax 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 June 30, 2021, results of operations, comprehensive loss, and stockholders’ equity for the three and six months ended June 30, 2020 and 2021, and cash flows for the six months ended June 30, 2020 and 2021. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and six month periods ended June 30, 2020 and 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other interim period or 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 (“U.S. 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, 2020 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2021. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. 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, stock-based compensation expense and stock-based sales incentive charges. Amazon Warrant The Amazon Warrant (defined in Note 14) is accounted for as an equity instrument and measured in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation Revenue from Contracts with Customers Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2021 | |
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 transfer to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenue. 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 Six Months Ended June 30, June 30, 2020 2021 2020 2021 Volume-related (1) (2) $ 50,231 $ (10,829) $ 125,290 $ 57,297 Station construction sales 5,277 6,071 10,800 10,606 AFTC (3) 4,366 5,238 9,790 9,720 Total revenue $ 59,874 $ 480 $ 145,880 $ 77,623 (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 and six months ended June 30, 2020, aggregate changes in the fair value of commodity swaps and customer fueling contracts amounted to a loss of $1.5 million and a gain of $4.2 million, respectively. For the three and six months ended June 30, 2021, aggregate changes in the fair value of commodity swaps and customer fueling contracts amounted to a loss of $0.5 million and $2.5 million, respectively. (2) Includes $78.1 million of non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant for the three and six months ended June 30, 2021. See Note 14 for more information. (3) Represents the federal alternative fuel excise tax credit that we refer to as “AFTC,” which was extended for vehicle fuel sales made beginning January 1, 2021 through December 31, 2021. 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 June 30, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $12.9 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 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 ‘ 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. As of December 31, 2020 and June 30, 2021, the Company’s contract balances were as follows (in thousands): December 31, June 30, 2020 2021 Accounts receivable, net $ 61,784 $ 66,497 Contract assets - current $ 729 $ 741 Contract assets - non-current 3,998 3,757 Contract assets - total $ 4,727 $ 4,498 Contract liabilities - current $ 1,638 $ 1,006 Contract liabilities - non-current 59 — Contract liabilities - total $ 1,697 $ 1,006 Accounts Receivable, Net "Accounts receivable, net" in the accompanying condensed consolidated balance sheets includes 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 customers of NG Advantage, LLC (“NG Advantage”) in advance of the performance obligations and are classified as current or noncurrent based on when the related revenue is expected to be recognized. The current portion and noncurrent portion of contract liabilities are included in “Deferred revenue” and “Other long-term liabilities,” respectively, in the accompanying condensed consolidated balance sheets. Revenue recognized during the six months ended June 30, 2020 related to the Company’s contract liability balances as of December 31, 2019 was $4.2 million. The decrease in the contract liability balances for the six months ended June 30, 2021 is primarily driven by $1.5 million of revenue recognized related to the Company’s contract liability balances as of December 31, 2020, offset by billings in excess of revenue recognized. |
Investments in Other Entities a
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | 6 Months Ended |
Jun. 30, 2021 | |
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 Total Joint Venture On March 3, 2021, the Company entered an agreement (“Total JV Agreement”) with Total S.E. (“Total”) that created a 50/50 joint venture (“Total JV”) to develop anaerobic digester gas (“ADG”) RNG production facilities in the United States. The Total JV Agreement contemplates that the Total JV will invest up to $400.0 million of equity in production projects, and Total and the Company each committed to initially provide $50.0 million for the Total JV (the “Total JV Equity Obligations”). To fund the Company’s Total JV Equity Obligations the Company has the option to borrow $20.0 million from Société Générale, a company incorporated as a société anonyme under the laws of France (“SG”), pursuant to the Credit Agreement (defined in Note 12). See Note 12 for additional information. bp Joint Venture On April 13, 2021, the Company entered an agreement (“bp JV Agreement”) with BP Products North America Inc. (“bp”) that created a 50/50 joint venture (“bpJV”) to develop, own and operate new ADG RNG production facilities in the United States. Pursuant to the bp JV Agreement, bp and the Company committed to provide $50.0 million and $30.0 million, respectively, with bp Pursuant to the bp JV Agreement, the Company had the option, exercisable prior to August 31, 2021 (the “bp Option”), to commit an additional $20.0 million to the bpJV upon which bp’s Class B Units convert into Class A Units. On June 21, 2021, the Company contributed $50.2 million to the bpJV, which consisted of (i) its initial contribution commitment of $30.0 million, (ii) the $20.0 million additional contribution to effect the conversion of bp’s Class B Units into Class A Units pursuant to the Company’s exercise of the bp Option, and (iii) $0.2 million for interest on bp’s Class B units to acquire additional Class A Units. As of June 30, 2021, the Company and bp each own 50% of the bp JV. The Company accounts for its interest in the bpJV using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the bpJV’s operations. The Company recorded a loss of $0.1 million from this investment for the three and six months ended June 30, 2021 related to formation expenses. The Company had an investment balance in the bpJV of $50.0 million as of June 30, 2021. 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 compressor fueling systems 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 $0.5 million and a gain of $0.5 million from this investment for the three months ended June 30, 2020 and 2021, respectively, and a loss of $0.4 million and a gain of $0.1 million for the six months ended June 30, 2020 and 2021, respectively. The Company had an investment balance in SAFE&CEC S.r.l. of $24.7 million and $24.5 million as of December 31, 2020 and June 30, 2021, 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. As of June 30, 2021, the Company’s controlling interest in NG Advantage was 93.3%. The Company recorded a loss attributable to the noncontrolling interest in NG Advantage of $0.3 million for each of the three months ended June 30, 2020 and 2021, and $1.1 million and $0.6 million for the six months ended June 30, 2020 and 2021, respectively. The value of the noncontrolling interest was $9.3 million and $8.8 million as of December 31, 2020 and June 30, 2021, respectively. |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 6 Months Ended |
Jun. 30, 2021 | |
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, 2020 and June 30, 2021 consisted of the following (in thousands): December 31, June 30, 2020 2021 Current assets: Cash and cash equivalents $ 108,977 $ 134,041 Total cash and cash equivalents $ 108,977 $ 134,041 Long-term assets: Restricted cash - standby letters of credit $ 4,000 $ — Restricted cash - held as collateral 7,000 7,004 Total restricted cash $ 11,000 $ 7,004 Total cash, cash equivalents and restricted cash $ 119,977 $ 141,045 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 $107.6 million and $132.7 million as of December 31, 2020 and June 30, 2021, 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 | 6 Months Ended |
Jun. 30, 2021 | |
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 (loss), net of applicable income taxes. Gains or losses on sales of available-for-sale debt securities are recognized on the specific identification basis. The Company reviews available-for-sale debt securities for declines in fair value below their cost basis each quarter and whenever events or changes in circumstances indicate that the cost basis of an asset may not be recoverable, and evaluates the current expected credit loss. This evaluation is based on a number of factors, including historical experience, market data, issuer-specific factors, economic conditions, and any changes to the credit rating of the security. As of June 30, 2021, 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, 2020 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Gain (Loss) Fair Value Municipal bonds and notes $ 28,998 $ — $ 28,998 Certificates of deposit 530 — 530 Total short-term investments $ 29,528 $ — $ 29,528 Short-term investments as of June 30, 2021 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Loss Fair Value Municipal bonds and notes $ 2,027 $ (1) $ 2,026 Zero coupon bonds 117,654 (2) 117,652 Certificates of deposit 530 — 530 Total short-term investments $ 120,211 $ (3) $ 120,208 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2021 | |
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 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 The Company has entered into fueling agreements with fleet operators under the Zero Now Derivatives and embedded derivatives as of December 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 $ 1,591 $ — $ 1,591 Long-term portion of derivative assets, related party 4,057 — 4,057 Fueling agreements: Prepaid expenses and other current assets 249 — 249 Notes receivable and other long-term assets, net 542 — 542 Total derivative assets $ 6,439 $ — $ 6,439 Liabilities: Fueling agreements: Accrued liabilities $ 283 $ — $ 283 Other long-term liabilities 273 — 273 Total derivative liabilities $ 556 $ — $ 556 Derivatives and embedded derivatives as of June 30, 2021 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 $ 263 $ (263) $ — Fueling agreements: Prepaid expenses and other current assets 1,399 — 1,399 Notes receivable and other long-term assets, net 3,670 — 3,670 Total derivative assets $ 5,332 $ (263) $ 5,069 Liabilities: Commodity swaps: Current portion of derivative liabilities, related party $ 709 $ — $ 709 Long-term portion of derivative liabilities, related party 1,247 (263) 984 Total derivative liabilities $ 1,956 $ (263) $ 1,693 As of December 31, 2020 and June 30, 2021, the Company had a total volume on open commodity swap contracts of 16.9 million and 14.4 million diesel gallons, respectively, at a weighted-average price of approximately $3.18 per gallon. The following table reflects the weighted-average price of open commodity swap contracts as of December 31, 2020 and June 30, 2021, by year with associated volumes: December 31, 2020 June 30, 2021 Volumes Weighted-Average Price per Volumes Weighted-Average Price per Year (Diesel Gallons) Diesel Gallon (Diesel Gallons) Diesel Gallon 2021 5,000,000 $ 3.18 2,500,000 $ 3.18 2022 5,000,000 $ 3.18 5,000,000 $ 3.18 2023 5,000,000 $ 3.18 5,000,000 $ 3.18 2024 1,875,000 $ 3.18 1,875,000 $ 3.18 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
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; and 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 certificates of deposit 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 The Company estimated the fair value of its outstanding commodity swap contracts based on the following inputs as of December 31, 2020 and June 30, 2021: December 31, 2020 June 30, 2021 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.47 - $1.54 $ 1.50 $1.87 - $1.98 $ 1.92 Historical Differential to PADD 3 Diesel $0.81 - $1.58 $ 0.99 $0.81 - $1.58 $ 1.01 Historical Differential to PADD 5 Diesel $1.66 - $2.58 $ 2.01 $1.75 - $2.58 $ 2.06 The Company estimated the fair value of embedded derivatives in its fueling agreements under the Zero Now December 31, 2020 June 30, 2021 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.47 - $1.54 $ 1.50 $1.87 - $1.98 $ 1.92 Historical Differential to PADD 3 Diesel $0.81 - $1.58 $ 0.99 $0.81 - $1.58 $ 1.01 Historical Differential to PADD 5 Diesel $1.66 - $2.58 $ 2.01 $1.75 - $2.58 $ 2.06 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, 2020 or June 30, 2021. 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, 2020 and June 30, 2021 (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) Municipal bonds and notes $ 28,998 $ — $ 28,998 $ — Certificates of deposit (1) 530 — 530 — Commodity swap contracts (2) 5,648 — — 5,648 Embedded derivatives (3) 791 — — 791 Liabilities: Embedded derivatives (3) $ 556 $ — $ — $ 556 June 30, 2021 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) Municipal bonds and notes $ 2,026 $ — $ 2,026 $ — Zero coupon bonds 117,652 — 117,652 — Certificates of deposit (1) 530 — 530 — Embedded derivatives (3) 5,069 — — 5,069 Liabilities: Commodity swap contracts (2) $ 1,693 $ — $ — $ 1,693 (1) Included in "Short-term investments" in the accompanying condensed consolidated balance sheets. See Note 5 for more information. (2) Included in "Derivative assets, related party" and "Long-term portion of derivative assets, related party" as of December 31, 2020, and "Derivative liabilities, related party" and "Long-term portion of derivative liabilities, related party" as of June 30, 2021 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” as of December 31, 2020, and "Prepaid expenses and other current assets" and “Notes receivable and other long-term assets, net" as of June 30, 2021 in the accompanying condensed consolidated balance sheets. See Note 6 for more information. The following tables provide 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 March 31, 2020 $ 12,545 $ 143 $ — $ (3,308) $ (445) Settlements, net (453) — — — — Total gain (loss) (2,349) (49) — 1,384 445 Balance as of June 30, 2020 $ 9,743 $ 94 $ — $ (1,924) $ — Balance as of March 31, 2021 $ 1,347 $ 2,521 $ — $ (30) $ — Settlements, net — — 310 — — Total gain (loss) (1,347) 2,548 (2,003) 30 — Balance as of June 30, 2021 $ — $ 5,069 $ (1,693) $ — $ — Change in unrealized gain (loss) for the three months ended June 30, 2020 included in earnings $ (2,802) $ (49) $ — $ 1,384 $ 445 Change in unrealized gain (loss) for the three months ended June 30, 2021 included in earnings $ (1,347) $ 2,548 $ (1,693) $ 30 $ — Assets: Assets: Liabilities: Liabilities: Commodity Embedded Commodity Embedded Liabilities: Swap Contracts Derivatives Swap Contracts Derivatives Warrants Balance as of December 31, 2019 $ 3,270 $ 723 $ (164) $ (81) $ (40) Settlements, net (477) — 56 — — Total gain (loss) 6,950 (629) 108 (1,843) 40 Balance as of June 30, 2020 $ 9,743 $ 94 $ — $ (1,924) $ — Balance as of December 31, 2020 $ 5,648 $ 791 $ — $ (556) $ — Settlements, net (225) — 349 — — Total gain (loss) (5,423) 4,278 (2,042) 556 — Balance as of June 30, 2021 $ — $ 5,069 $ (1,693) $ — $ — Change in unrealized gain (loss) for the six months ended June 30, 2020 included in earnings $ 6,473 $ (629) $ 164 $ (1,843) $ 40 Change in unrealized gain (loss) for the six months ended June 30, 2021 included in earnings $ (5,648) $ 4,278 $ (1,693) $ 556 $ — 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, 2020 and June 30, 2021. 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 | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Other Receivables | Note 8—Other Receivables Other receivables as of December 31, 2020 and June 30, 2021 consisted of the following (in thousands): December 31, June 30, 2020 2021 Loans to customers to finance vehicle purchases $ 394 $ 402 Accrued customer billings 6,335 6,527 Fuel tax credits 10,556 5,335 Other 6,370 2,595 Total other receivables $ 23,655 $ 14,859 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2021 | |
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, 2020 and June 30, 2021 consisted of the following (in thousands): December 31, June 30, 2020 2021 Raw materials and spare parts $ 28,100 $ 27,968 Total inventory $ 28,100 $ 27,968 |
Land, Property and Equipment
Land, Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Land, Property and Equipment | Note 10—Land, Property and Equipment Land, property and equipment, net as of December 31, 2020 and June 30, 2021 consisted of the following (in thousands): December 31, June 30, 2020 2021 Land $ 3,476 $ 3,476 LNG liquefaction plants 94,633 94,633 Station equipment 344,839 346,594 Trailers 79,860 77,437 Other equipment 89,276 90,212 Construction in progress 73,272 76,212 685,356 688,564 Less accumulated depreciation (394,445) (413,878) Total land, property and equipment, net $ 290,911 $ 274,686 Included in "Land, property and equipment, net" are capitalized software costs of $32.3 million and $33.2 million as of December 31, 2020 and June 30, 2021, respectively. Accumulated amortization of the capitalized software costs is $28.8 million and $29.7 million as of December 31, 2020 and June 30, 2021, respectively. The Company recorded amortization expense related to capitalized software costs of $0.6 million and $0.4 million for the three months ended June 30, 2020 and 2021, respectively, and $1.3 million and $0.9 million for the six months ended June 30, 2020 and 2021, respectively. As of June 30, 2020 and 2021, $1.5 million and $0.9 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 | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 11—Accrued Liabilities Accrued liabilities as of December 31, 2020 and June 30, 2021 consisted of the following (in thousands): December 31, June 30, 2020 2021 Accrued alternative fuels incentives (1) $ 18,175 $ 17,911 Accrued employee benefits 4,282 3,754 Accrued gas and equipment purchases 9,897 9,847 Accrued interest 512 411 Accrued property and other taxes 3,094 3,385 Accrued salaries and wages 7,646 4,197 Embedded derivatives 283 — Other (2) 8,748 10,846 Total accrued liabilities $ 52,637 $ 50,351 (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 | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 12—Debt Debt obligations as of December 31, 2020 and June 30, 2021 consisted of the following (in thousands): December 31, 2020 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs bp Loan $ 50,000 $ — $ 50,000 NG Advantage debt 29,535 117 29,418 SG Facility 5,100 — 5,100 Other debt 1,162 — 1,162 Total debt 85,797 117 85,680 Less amounts due within one year (3,631) (39) (3,592) Total long-term debt $ 82,166 $ 78 $ 82,088 June 30, 2021 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs NG Advantage debt $ 27,861 $ 86 $ 27,775 SG Facility 9,500 — 9,500 Other debt 983 — 983 Total debt 38,344 86 38,258 Less amounts due within one year (8,718) (29) (8,689) Total long-term debt $ 29,626 $ 57 $ 29,569 SG Credit Agreement On January 2, 2019, the Company entered into a term credit agreement (the “Credit Agreement”) with 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 Zero Now The Company is required to make quarterly principal payments of $2.5 million beginning March 31, 2022 with any unpaid amount due on January 2, 2024, subject to the option to extend the maturity date for three successive terms of one year each. 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 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 June 30, 2021, the Company had $9.5 million outstanding on the SG Facility, and no events of defaults had occurred. Total Credit Support Agreement The Company entered into a credit support agreement with Total Holdings USA Inc. (“THUSA”), a wholly owned subsidiary of Total, on January 2, 2019, which was subsequently amended on March 12, 2021 (as amended, the “CSA”) in conjunction with the March 12, 2021 amendment to the Credit Agreement. 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 Zero Now 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 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 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. On December 10, 2020, NG Advantage entered an Amended and Restated Loan and Security Agreement with Berkshire Bank (“Berkshire ALA”) to substitute and replace the two existing loans with Berkshire Bank dated May 12, 2016 and January 24, 2017 (collectively, the “Original Debt”). The Berkshire ALA provides NG Advantage a 5-year The Berkshire ALA also provides NG Advantage a $1.0 million revolving line of credit which bears interest at the greater of the Prime Rate or 3.00%, plus 0.25% and has a maturity date of July 31, 2022. As of June 30, 2021, NG Advantage had $0.5 million outstanding on the revolving line of credit which is classified in “Long-term portion of debt” in the accompanying condensed consolidated balance sheet. As of June 30, 2021, the interest rate on the revolving line of credit was 3.50% (the Prime Rate (3.25% as of June 30, 2021) plus 0.25%). 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 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%. bp Loan On December 18, 2020, the Company entered a Memorandum of Understanding (“MOU”) with bp to create the bpJV. Contemporaneous with the execution of the MOU, the Company and bp executed a loan agreement whereby bp advanced $50.0 million (“bp Loan”) to fund capital costs and expenses incurred prior to formation of the bpJV. The bp Loan bore interest at the rate per annum equal to LIBOR plus 4.33% . As repayment of the bp Loan, the outstanding principal balance was contributed to the bpJV in April 2021 upon entering into the bp JV Agreement. See Note 3 for additional information. Plains Credit Facility On May 1, 2021, the Company entered into a Loan and Security Agreement (the “Plains LSA”) with PlainsCapital Bank (“Plains”), which provides the Company a $20.0 million revolving line of credit through May 1, 2022. The interest rate on amounts outstanding under the Plains LSA is the greater of the Prime Rate or 3.25%. As of June 30, 2021, no amounts were outstanding under the Plains LSA. As of June 30, 2021, the Company was in compliance with the covenants under the Plains LSA. Other Debt The Company has other debt due at various dates through 2024 bearing interest at rates up to 4.75% with a weighted-average interest rate of 4.38% and 4.37% as of December 31, 2020 and June 30, 2021, respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
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 and six months ended June 30, 2020 and 2021 (in thousands except share and per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2020 2021 2020 2021 Net loss attributable to Clean Energy Fuels Corp. $ (6,736) $ (79,667) $ (5,032) $ (86,836) Weighted-average common shares outstanding 200,670,137 207,047,221 202,831,346 203,043,580 Dilutive effect of potential common shares from restricted stock units and stock options — — — — Weighted-average common shares outstanding - diluted 200,670,137 207,047,221 202,831,346 203,043,580 Basic and diluted loss per share $ (0.03) $ (0.38) $ (0.02) $ (0.43) 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 Six Months Ended June 30, June 30, 2020 2021 2020 2021 Stock options 9,654,436 9,028,347 9,654,436 9,028,347 Convertible notes 1,311,031 — 2,237,794 — Restricted stock units 1,007,929 1,241,306 1,007,929 1,241,306 Amazon warrant shares — 58,767,714 — 58,767,714 Total 11,973,396 69,037,367 12,900,159 69,037,367 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
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 and six months ended June 30, 2020 and 2021 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2021 2020 2021 Stock-based compensation expense, net of $0 tax in 2020 and 2021 $ 760 $ 3,419 $ 1,814 $ 6,786 As of June 30, 2021, there was $26.3 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 2.05 years. Amazon Warrant On April 16, 2021, the Company entered into a Project Addendum to Fuel Pricing Agreement (“Fuel Agreement”) with Amazon Logistics, Inc., a subsidiary of Amazon.com, Inc. (“Amazon”), and a Transaction Agreement with Amazon (the “Transaction Agreement”), pursuant to which, among other things, the Company issued to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon (“Amazon Holdings”), a warrant to purchase up to an aggregate of 53,141,755 shares (the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) at an exercise price of $13.49 per share, which was a 21.3% premium to the $11.12 closing price of the Common Stock on April 15, 2021. The Warrant Shares vest in multiple tranches, the first of which for 13,283,445 Warrant Shares vested upon execution of the Fuel Agreement. Subsequent tranches will vest over time based on fuel purchases by Amazon and its affiliates, up to a total of $500.0 million, excluding any payments attributable to “Pass Through Costs,” which consist of all costs associated with the delivered cost of gas and applicable taxes determined by reference to the selling price of gallons or gas sold. Under the Transaction Agreement, the Company was required to use commercially reasonable efforts to obtain the approval of its stockholders with respect to the issuance of Warrant Shares in excess of 50,595,531 shares of Common Stock, pursuant to The Nasdaq Stock Market LLC’s Listing Rule 5635(b) (the “Stockholder Approval”). On June 14, 2021, the Company obtained Stockholder Approval. As a result of the issuance of additional shares of Common Stock under the ATM Programs (see Note 15) and in accordance with the terms of the warrant, on June 14, 2021, the number of shares of the Company’s Common Stock that may be purchased pursuant to the warrant, at an exercise price of $13.49 per share, increased by an aggregate of 5,625,959 shares (the “Additional Warrant Shares”). The Additional Warrant Shares vest in multiple tranches, the first of which for 1,406,490 Additional Warrant Shares vested on June 14, 2021. Subsequent tranches of the Additional Warrant Shares will vest over time based on fuel purchases by Amazon and its affiliates, consistent with the vesting schedule for the Warrant Shares as described above. The right to purchase Warrant Shares and Additional Warrant Shares (the “Amazon Warrant”) that have vested expires April 16, 2031. Amazon Holdings may not exercise the Amazon Warrant to the extent such exercise would cause Amazon Holdings to beneficially own more than 4.999% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (excluding any unvested portion of the Amazon Warrant) (the “Beneficial Ownership Limitation”). Amazon Holdings may, however, waive or modify the Beneficial Ownership Limitation by providing written notice to the Company sixty-one Non-cash stock-based sales incentive contra-revenue charges (“Amazon Warrant Charges”) associated with the Amazon Warrant are recognized as the customer fuels and vesting conditions become probable of being achieved, based on the grant date fair value of the warrants. The fair values of the Amazon Warrant were determined as of the grant date in accordance with ASC 718, Compensation – Stock Compensation April 16, 2021 June 14, 2021 Dividend yield 0.0% 0.0% Expected volatility 66.46% 67.97 Risk-free interest rate 1.59% 1.49% Expected term in years 10.0 9.8 The volatility amounts used were estimated based on the Company’s historical volatility of the Company’s stock over a period matching the assumed term of the warrants. The expected terms used were based on the term of the warrants at the date of issuance. The risk-free interest rates used were based on the U.S. Treasury yield curve for the expected term of the warrant at the date of issuance. The following table summarizes the Amazon Warrant activity for the six months ended June 30, 2021: Warrant Shares Outstanding and unvested as of December 31, 2020 — Granted 58,767,714 Vested (14,689,935) Outstanding and unvested as of June 30, 2021 44,077,779 As a result of the immediate vesting of Warrant Shares and Additional Warrant Shares, the Company recognized Amazon Warrant Charges of $76.6 million and a customer incentive asset of $38.4 million representing Amazon Warrant Charges associated with future contractually required minimum fuel purchases which will be recognized as the fuel is purchased. During the three and six months ended June 30, 2021, Amazon Warrant Charges in the condensed consolidated statements of operations were $78.1 million, which included $76.6 million from the immediate vesting and $1.5 million associated with fuel purchases. As of June 30, 2021, the Company had a customer incentive asset of $2.4 million and $35.4 million, classified in “Prepaid expenses and other current assets” and “Notes receivable and other long-term assets, net,” respectively, in the accompanying condensed consolidated balance sheets. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Note 15—Stockholders’ Equity Authorized Shares At-The-Market Offerings On May 10, 2021, the Company entered into an equity distribution agreement with Goldman Sachs & Co. LLC, as sales agent, to sell shares of the Company’s Common Stock having an aggregate offering price of up to $100.0 million in an at-the-market offering program (the “May ATM Program”). As of June 3, 2021, the Company sold 12,362,237 shares of Common Stock under the May ATM Program, which exhausted the May ATM Program. On June 7, 2021, the Company entered into a new equity distribution agreement with Goldman Sachs & Co. LLC, as sales agent, to sell additional shares of Common Stock having an aggregate offering price of up to $100.0 million in a new at-the-market offering program (the “June ATM Program” and, together with the May ATM Program, the “ATM Programs”). On June 8, 2021, the Company sold 10,473,946 shares of Common Stock under the June ATM Program which exhausted the June ATM Program. During the three months ended June 30, 2021, the Company issued 22,836,183 shares of Common Stock under the ATM Programs for gross proceeds of $200.0 million, and incurred transaction costs of $6.5 million, including $6.0 million in commissions paid to Goldman Sachs & Co. LLC. Share Repurchase Program On March 12, 2020, the Company’s Board of Directors approved a share repurchase program of up to $30.0 million (exclusive of fees and commissions) of the Company’s outstanding common stock (the “Repurchase Program”). The Repurchase Program does not have an expiration date, and it may be suspended or discontinued at any time. As of June 30, 2021, the Company had utilized $14.5 million to repurchase 7,744,386 shares of common stock under the Repurchase Program. During the three and six months ended June 30, 2021, the Company did not repurchase any shares of its common stock. 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 | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2020 and 2021, and $0.2 million and $0.1 million for the six months ended June 30, 2020 and 2021, respectively. 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 and six months ended June 30, 2020 and 2021 are different from the federal statutory tax rate primarily due to losses for which no tax benefit has been recognized. The Company increased its unrecognized tax benefits in the six months ended June 30, 2021 by $2.3 million. This increase is primarily attributable to the portion of AFTC revenue recognized in the period attributed to the federal fuel tax the Company collected from its customers and deductions attributed to the unvested Amazon Warrant. The net interest incurred was immaterial for the three and six months ended June 30, 2020 and 2021. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
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 | 6 Months Ended |
Jun. 30, 2021 | |
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 each of the three months ended June 30, 2020 and 2021, the Company recognized $0.1 million in “Interest income” on its lease receivables. During each of the six months ended June 30, 2020 and 2021, the Company recognized $0.2 million in “Interest income” on its lease receivables. The following schedule represents the Company’s maturities of lease receivables as of June 30, 2021 (in thousands): Fiscal year: 2021 $ 701 2022 1,182 2023 962 2024 962 2025 962 Thereafter 3,544 Total minimum lease payments 8,313 Less amount representing interest (2,300) Present value of lease receivables $ 6,013 |
Alternative Fuels Excise Tax Cr
Alternative Fuels Excise Tax Credit | 6 Months Ended |
Jun. 30, 2021 | |
Alternative Fuel Excise Tax Credit | |
Alternative Fuels Excise Tax Credit | Note 19—Alternative Fuel Excise Tax Credit Under separate pieces of U.S. federal legislation, the Company has been eligible to receive the AFTC for its natural gas vehicle fuel sales made between October 1, 2006 and June 30, 2021. The AFTC 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 2020 and 2021. AFTC is currently available for vehicle fuel sales made through December 31, 2021 and may not be reinstated for vehicle fuel sales made after December 31, 2021. Based on the service relationship with its customers, either the Company or its customers claim the credit. The Company records its AFTC, 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 20—Related Party Transactions Total S.E. During the three and six months ended June 30, 2020, the Company recognized revenue of $2.0 million and $2.6 million, respectively, related to RINs sold to Total and its affiliates in the ordinary course of business. During the three and six months ended June 30, 2021, the Company recognized revenue of $0.9 million and $1.6 million, respectively, related to RINs and LNG sold to Total and its affiliates in the ordinary course of business and settlements on commodity swap contracts (Note 6). As of December 31, 2020 and June 31, 2021, the Company had receivables from Total of $0.9 million and $0.5 million, respectively. During the three and six months ended June 30, 2020, the Company paid Total $0.2 million and $0.4 million, respectively, for expenses incurred in the ordinary course of business. During the three and six months ended June 30, 2021, the Company paid Total $0.5 million and $1.0 million, respectively, for expenses incurred in the ordinary course of business, settlements on commodity swap contracts (Note 6), and the guaranty fee under the CSA (Note 12). As of December 31, 2020 and June 30, 2021, the amount due to Total was immaterial. SAFE&CEC S.r.l. During the three and six months ended June 30, 2020, the Company received $0.9 million and $1.0 million, respectively, from SAFE&CEC S.r.l. in the ordinary course of business. During the three and six months ended June 30, 2021, the Company received $0.0 million and $0.2 million, respectively, from SAFE&CEC S.r.l. in the ordinary course of business. As of December 31, 2020 and June 30, 2021, the Company had receivables from SAFE&CEC S.r.l. of $0.2 million and $0.0 million, respectively. During the three and six months ended June 30, 2020, the Company paid SAFE&CEC S.r.l. $1.6 million and $2.8 million, respectively, for parts and equipment in the ordinary course of business. During the three and six months ended June 30, 2021, the Company paid SAFE&CEC S.r.l. $1.7 million and $2.5 million, respectively, for parts and equipment in the ordinary course of business. As of December 31, 2020 and June 30, 2021, the Company had payables to SAFE&CEC S.r.l. of $0.9 million and $1.7 million, respectively. |
General (Policies)
General (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021, results of operations, comprehensive loss, and stockholders’ equity for the three and six months ended June 30, 2020 and 2021, and cash flows for the six months ended June 30, 2020 and 2021. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and six month periods ended June 30, 2020 and 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other interim period or 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 (“U.S. 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, 2020 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2021. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. 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, stock-based compensation expense and stock-based sales incentive charges. |
Amazon Warrant | Amazon Warrant The Amazon Warrant (defined in Note 14) is accounted for as an equity instrument and measured in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation Revenue from Contracts with Customers |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
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) | 6 Months Ended |
Jun. 30, 2021 | |
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 Six Months Ended June 30, June 30, 2020 2021 2020 2021 Volume-related (1) (2) $ 50,231 $ (10,829) $ 125,290 $ 57,297 Station construction sales 5,277 6,071 10,800 10,606 AFTC (3) 4,366 5,238 9,790 9,720 Total revenue $ 59,874 $ 480 $ 145,880 $ 77,623 (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 and six months ended June 30, 2020, aggregate changes in the fair value of commodity swaps and customer fueling contracts amounted to a loss of $1.5 million and a gain of $4.2 million, respectively. For the three and six months ended June 30, 2021, aggregate changes in the fair value of commodity swaps and customer fueling contracts amounted to a loss of $0.5 million and $2.5 million, respectively. (2) Includes $78.1 million of non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant for the three and six months ended June 30, 2021. See Note 14 for more information. (3) Represents the federal alternative fuel excise tax credit that we refer to as “AFTC,” which was extended for vehicle fuel sales made beginning January 1, 2021 through December 31, 2021. See Note 19 for more information. |
Summary of contract balances | As of December 31, 2020 and June 30, 2021, the Company’s contract balances were as follows (in thousands): December 31, June 30, 2020 2021 Accounts receivable, net $ 61,784 $ 66,497 Contract assets - current $ 729 $ 741 Contract assets - non-current 3,998 3,757 Contract assets - total $ 4,727 $ 4,498 Contract liabilities - current $ 1,638 $ 1,006 Contract liabilities - non-current 59 — Contract liabilities - total $ 1,697 $ 1,006 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | Cash, cash equivalents and restricted cash as of December 31, 2020 and June 30, 2021 consisted of the following (in thousands): December 31, June 30, 2020 2021 Current assets: Cash and cash equivalents $ 108,977 $ 134,041 Total cash and cash equivalents $ 108,977 $ 134,041 Long-term assets: Restricted cash - standby letters of credit $ 4,000 $ — Restricted cash - held as collateral 7,000 7,004 Total restricted cash $ 11,000 $ 7,004 Total cash, cash equivalents and restricted cash $ 119,977 $ 141,045 |
Schedule of components of restricted cash | Cash, cash equivalents and restricted cash as of December 31, 2020 and June 30, 2021 consisted of the following (in thousands): December 31, June 30, 2020 2021 Current assets: Cash and cash equivalents $ 108,977 $ 134,041 Total cash and cash equivalents $ 108,977 $ 134,041 Long-term assets: Restricted cash - standby letters of credit $ 4,000 $ — Restricted cash - held as collateral 7,000 7,004 Total restricted cash $ 11,000 $ 7,004 Total cash, cash equivalents and restricted cash $ 119,977 $ 141,045 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of short-term investments | Short-term investments as of December 31, 2020 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Gain (Loss) Fair Value Municipal bonds and notes $ 28,998 $ — $ 28,998 Certificates of deposit 530 — 530 Total short-term investments $ 29,528 $ — $ 29,528 Short-term investments as of June 30, 2021 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Loss Fair Value Municipal bonds and notes $ 2,027 $ (1) $ 2,026 Zero coupon bonds 117,654 (2) 117,652 Certificates of deposit 530 — 530 Total short-term investments $ 120,211 $ (3) $ 120,208 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of commodity derivative activity | Derivatives and embedded derivatives as of December 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 $ 1,591 $ — $ 1,591 Long-term portion of derivative assets, related party 4,057 — 4,057 Fueling agreements: Prepaid expenses and other current assets 249 — 249 Notes receivable and other long-term assets, net 542 — 542 Total derivative assets $ 6,439 $ — $ 6,439 Liabilities: Fueling agreements: Accrued liabilities $ 283 $ — $ 283 Other long-term liabilities 273 — 273 Total derivative liabilities $ 556 $ — $ 556 Derivatives and embedded derivatives as of June 30, 2021 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 $ 263 $ (263) $ — Fueling agreements: Prepaid expenses and other current assets 1,399 — 1,399 Notes receivable and other long-term assets, net 3,670 — 3,670 Total derivative assets $ 5,332 $ (263) $ 5,069 Liabilities: Commodity swaps: Current portion of derivative liabilities, related party $ 709 $ — $ 709 Long-term portion of derivative liabilities, related party 1,247 (263) 984 Total derivative liabilities $ 1,956 $ (263) $ 1,693 |
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, 2020 and June 30, 2021, by year with associated volumes: December 31, 2020 June 30, 2021 Volumes Weighted-Average Price per Volumes Weighted-Average Price per Year (Diesel Gallons) Diesel Gallon (Diesel Gallons) Diesel Gallon 2021 5,000,000 $ 3.18 2,500,000 $ 3.18 2022 5,000,000 $ 3.18 5,000,000 $ 3.18 2023 5,000,000 $ 3.18 5,000,000 $ 3.18 2024 1,875,000 $ 3.18 1,875,000 $ 3.18 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2020 and June 30, 2021: December 31, 2020 June 30, 2021 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.47 - $1.54 $ 1.50 $1.87 - $1.98 $ 1.92 Historical Differential to PADD 3 Diesel $0.81 - $1.58 $ 0.99 $0.81 - $1.58 $ 1.01 Historical Differential to PADD 5 Diesel $1.66 - $2.58 $ 2.01 $1.75 - $2.58 $ 2.06 The Company estimated the fair value of embedded derivatives in its fueling agreements under the Zero Now December 31, 2020 June 30, 2021 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.47 - $1.54 $ 1.50 $1.87 - $1.98 $ 1.92 Historical Differential to PADD 3 Diesel $0.81 - $1.58 $ 0.99 $0.81 - $1.58 $ 1.01 Historical Differential to PADD 5 Diesel $1.66 - $2.58 $ 2.01 $1.75 - $2.58 $ 2.06 |
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, 2020 and June 30, 2021 (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) Municipal bonds and notes $ 28,998 $ — $ 28,998 $ — Certificates of deposit (1) 530 — 530 — Commodity swap contracts (2) 5,648 — — 5,648 Embedded derivatives (3) 791 — — 791 Liabilities: Embedded derivatives (3) $ 556 $ — $ — $ 556 June 30, 2021 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) Municipal bonds and notes $ 2,026 $ — $ 2,026 $ — Zero coupon bonds 117,652 — 117,652 — Certificates of deposit (1) 530 — 530 — Embedded derivatives (3) 5,069 — — 5,069 Liabilities: Commodity swap contracts (2) $ 1,693 $ — $ — $ 1,693 (1) Included in "Short-term investments" in the accompanying condensed consolidated balance sheets. See Note 5 for more information. (2) Included in "Derivative assets, related party" and "Long-term portion of derivative assets, related party" as of December 31, 2020, and "Derivative liabilities, related party" and "Long-term portion of derivative liabilities, related party" as of June 30, 2021 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” as of December 31, 2020, and "Prepaid expenses and other current assets" and “Notes receivable and other long-term assets, net" as of June 30, 2021 in the accompanying condensed consolidated balance sheets. See Note 6 for more information. |
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 tables provide 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 March 31, 2020 $ 12,545 $ 143 $ — $ (3,308) $ (445) Settlements, net (453) — — — — Total gain (loss) (2,349) (49) — 1,384 445 Balance as of June 30, 2020 $ 9,743 $ 94 $ — $ (1,924) $ — Balance as of March 31, 2021 $ 1,347 $ 2,521 $ — $ (30) $ — Settlements, net — — 310 — — Total gain (loss) (1,347) 2,548 (2,003) 30 — Balance as of June 30, 2021 $ — $ 5,069 $ (1,693) $ — $ — Change in unrealized gain (loss) for the three months ended June 30, 2020 included in earnings $ (2,802) $ (49) $ — $ 1,384 $ 445 Change in unrealized gain (loss) for the three months ended June 30, 2021 included in earnings $ (1,347) $ 2,548 $ (1,693) $ 30 $ — Assets: Assets: Liabilities: Liabilities: Commodity Embedded Commodity Embedded Liabilities: Swap Contracts Derivatives Swap Contracts Derivatives Warrants Balance as of December 31, 2019 $ 3,270 $ 723 $ (164) $ (81) $ (40) Settlements, net (477) — 56 — — Total gain (loss) 6,950 (629) 108 (1,843) 40 Balance as of June 30, 2020 $ 9,743 $ 94 $ — $ (1,924) $ — Balance as of December 31, 2020 $ 5,648 $ 791 $ — $ (556) $ — Settlements, net (225) — 349 — — Total gain (loss) (5,423) 4,278 (2,042) 556 — Balance as of June 30, 2021 $ — $ 5,069 $ (1,693) $ — $ — Change in unrealized gain (loss) for the six months ended June 30, 2020 included in earnings $ 6,473 $ (629) $ 164 $ (1,843) $ 40 Change in unrealized gain (loss) for the six months ended June 30, 2021 included in earnings $ (5,648) $ 4,278 $ (1,693) $ 556 $ — |
Other Receivables (Tables)
Other Receivables (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Schedule of other receivables | Other receivables as of December 31, 2020 and June 30, 2021 consisted of the following (in thousands): December 31, June 30, 2020 2021 Loans to customers to finance vehicle purchases $ 394 $ 402 Accrued customer billings 6,335 6,527 Fuel tax credits 10,556 5,335 Other 6,370 2,595 Total other receivables $ 23,655 $ 14,859 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventory as of December 31, 2020 and June 30, 2021 consisted of the following (in thousands): December 31, June 30, 2020 2021 Raw materials and spare parts $ 28,100 $ 27,968 Total inventory $ 28,100 $ 27,968 |
Land, Property and Equipment (T
Land, Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of land, property and equipment | Land, property and equipment, net as of December 31, 2020 and June 30, 2021 consisted of the following (in thousands): December 31, June 30, 2020 2021 Land $ 3,476 $ 3,476 LNG liquefaction plants 94,633 94,633 Station equipment 344,839 346,594 Trailers 79,860 77,437 Other equipment 89,276 90,212 Construction in progress 73,272 76,212 685,356 688,564 Less accumulated depreciation (394,445) (413,878) Total land, property and equipment, net $ 290,911 $ 274,686 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities as of December 31, 2020 and June 30, 2021 consisted of the following (in thousands): December 31, June 30, 2020 2021 Accrued alternative fuels incentives (1) $ 18,175 $ 17,911 Accrued employee benefits 4,282 3,754 Accrued gas and equipment purchases 9,897 9,847 Accrued interest 512 411 Accrued property and other taxes 3,094 3,385 Accrued salaries and wages 7,646 4,197 Embedded derivatives 283 — Other (2) 8,748 10,846 Total accrued liabilities $ 52,637 $ 50,351 (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) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Debt obligations as of December 31, 2020 and June 30, 2021 consisted of the following (in thousands): December 31, 2020 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs bp Loan $ 50,000 $ — $ 50,000 NG Advantage debt 29,535 117 29,418 SG Facility 5,100 — 5,100 Other debt 1,162 — 1,162 Total debt 85,797 117 85,680 Less amounts due within one year (3,631) (39) (3,592) Total long-term debt $ 82,166 $ 78 $ 82,088 June 30, 2021 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs NG Advantage debt $ 27,861 $ 86 $ 27,775 SG Facility 9,500 — 9,500 Other debt 983 — 983 Total debt 38,344 86 38,258 Less amounts due within one year (8,718) (29) (8,689) Total long-term debt $ 29,626 $ 57 $ 29,569 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 and six months ended June 30, 2020 and 2021 (in thousands except share and per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2020 2021 2020 2021 Net loss attributable to Clean Energy Fuels Corp. $ (6,736) $ (79,667) $ (5,032) $ (86,836) Weighted-average common shares outstanding 200,670,137 207,047,221 202,831,346 203,043,580 Dilutive effect of potential common shares from restricted stock units and stock options — — — — Weighted-average common shares outstanding - diluted 200,670,137 207,047,221 202,831,346 203,043,580 Basic and diluted loss per share $ (0.03) $ (0.38) $ (0.02) $ (0.43) |
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 Six Months Ended June 30, June 30, 2020 2021 2020 2021 Stock options 9,654,436 9,028,347 9,654,436 9,028,347 Convertible notes 1,311,031 — 2,237,794 — Restricted stock units 1,007,929 1,241,306 1,007,929 1,241,306 Amazon warrant shares — 58,767,714 — 58,767,714 Total 11,973,396 69,037,367 12,900,159 69,037,367 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
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 and six months ended June 30, 2020 and 2021 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2021 2020 2021 Stock-based compensation expense, net of $0 tax in 2020 and 2021 $ 760 $ 3,419 $ 1,814 $ 6,786 |
Schedule of fair value measurement of warrants | The Company estimated the fair value of its outstanding commodity swap contracts based on the following inputs as of December 31, 2020 and June 30, 2021: December 31, 2020 June 30, 2021 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.47 - $1.54 $ 1.50 $1.87 - $1.98 $ 1.92 Historical Differential to PADD 3 Diesel $0.81 - $1.58 $ 0.99 $0.81 - $1.58 $ 1.01 Historical Differential to PADD 5 Diesel $1.66 - $2.58 $ 2.01 $1.75 - $2.58 $ 2.06 The Company estimated the fair value of embedded derivatives in its fueling agreements under the Zero Now December 31, 2020 June 30, 2021 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.47 - $1.54 $ 1.50 $1.87 - $1.98 $ 1.92 Historical Differential to PADD 3 Diesel $0.81 - $1.58 $ 0.99 $0.81 - $1.58 $ 1.01 Historical Differential to PADD 5 Diesel $1.66 - $2.58 $ 2.01 $1.75 - $2.58 $ 2.06 |
Schedule of warrant activity | Warrant Shares Outstanding and unvested as of December 31, 2020 — Granted 58,767,714 Vested (14,689,935) Outstanding and unvested as of June 30, 2021 44,077,779 |
Amazon Warrant | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of fair value measurement of warrants | April 16, 2021 June 14, 2021 Dividend yield 0.0% 0.0% Expected volatility 66.46% 67.97 Risk-free interest rate 1.59% 1.49% Expected term in years 10.0 9.8 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Schedule of maturities of lease receivables | The following schedule represents the Company’s maturities of lease receivables as of June 30, 2021 (in thousands): Fiscal year: 2021 $ 701 2022 1,182 2023 962 2024 962 2025 962 Thereafter 3,544 Total minimum lease payments 8,313 Less amount representing interest (2,300) Present value of lease receivables $ 6,013 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue from Contracts with Customers | ||||
Revenue | $ 480 | $ 59,874 | $ 77,623 | $ 145,880 |
Contra revenue charge | 78,053 | |||
Volume -Related | ||||
Revenue from Contracts with Customers | ||||
Revenue | (10,829) | 50,231 | 57,297 | 125,290 |
Gain (Loss) changes in fair value | (500) | (1,500) | (2,500) | 4,200 |
Station construction sales | ||||
Revenue from Contracts with Customers | ||||
Revenue | 6,071 | 5,277 | 10,606 | 10,800 |
AFTC | ||||
Revenue from Contracts with Customers | ||||
Revenue | $ 5,238 | $ 4,366 | $ 9,720 | $ 9,790 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Remaining Performance Obligations (Details) $ in Millions | Jun. 30, 2021USD ($) |
Remaining Performance Obligations | |
Revenue, remaining performance obligation, amount | $ 12.9 |
Minimum | |
Remaining Performance Obligations | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Maximum | |
Remaining Performance Obligations | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 66,497 | $ 61,784 |
Contract Assets - Current | 741 | 729 |
Contract Assets - Noncurrent | 3,757 | 3,998 |
Contract Assets - Total | 4,498 | 4,727 |
Contract Liabilities - Current | 1,006 | 1,638 |
Contract Liabilities - Noncurrent | 59 | |
Contract Liabilities - Total | $ 1,006 | $ 1,697 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Liabilities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, liability, revenue recognized | $ 1.5 | $ 4.2 |
Investments in Other Entities_2
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - Total Joint Venture (Details) - USD ($) $ in Millions | Mar. 03, 2021 | Jan. 02, 2019 |
Socit Gnrale | SG Facility | ||
Business Acquisition [Line Items] | ||
Maximum borrowing capacity (up to) | $ 100 | |
ADG RNG Production Facilities | Socit Gnrale | SG Facility | ||
Business Acquisition [Line Items] | ||
Maximum borrowing capacity (up to) | $ 20 | |
ADG RNG Production Facilities | Total JV | ||
Business Acquisition [Line Items] | ||
Investment commitment of equity in production projects | 400 | |
Investment commitment in joint venture | 50 | |
ADG RNG Production Facilities | Total JV | Total | ||
Business Acquisition [Line Items] | ||
Investment commitment in joint venture | $ 50 |
Investments in Other Entities_3
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - bp Joint Venture (Details) - USD ($) $ in Thousands, shares in Millions | Jun. 21, 2021 | Apr. 13, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 18, 2020 |
Business Acquisition [Line Items] | |||||||
Income (loss) from equity method investments | $ 121 | $ (502) | $ (305) | $ (357) | |||
BP Products North America | bp Loan | |||||||
Business Acquisition [Line Items] | |||||||
Debt issuance amount | $ 50,000 | ||||||
ADG RNG Production Facilities | bpJV | |||||||
Business Acquisition [Line Items] | |||||||
Investment commitment in joint venture | $ 50,200 | $ 30,000 | |||||
Additional commitment in joint venture | 20,000 | ||||||
Initial contribution commitment | $ 30,000 | ||||||
Income (loss) from equity method investments | (100) | (100) | |||||
Equity Method Investments | $ 50,000 | $ 50,000 | |||||
ADG RNG Production Facilities | bpJV | Class A Units | |||||||
Business Acquisition [Line Items] | |||||||
Number of units received | 30 | ||||||
Payments to acquire units in joint venture | 20,000 | ||||||
Priority Return to acquire additional units | $ 200 | ||||||
ADG RNG Production Facilities | bpJV | bp | |||||||
Business Acquisition [Line Items] | |||||||
Investment commitment in joint venture | $ 50,000 | ||||||
Ownership interest | 50.00% | 50.00% | |||||
ADG RNG Production Facilities | bpJV | bp | Class A Units | |||||||
Business Acquisition [Line Items] | |||||||
Number of units received | 30 | ||||||
ADG RNG Production Facilities | bpJV | bp | Class B Units | |||||||
Business Acquisition [Line Items] | |||||||
Number of units received | 20 |
Investments in Other Entities_4
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - SAFE&CEC S.r.l. (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 29, 2017 | |
Acquisition and Divestitures | ||||||
Income (loss) from equity method investments | $ 121 | $ (502) | $ (305) | $ (357) | ||
SAFE&CEC S.r.l. | ||||||
Acquisition and Divestitures | ||||||
Ownership interest | 49.00% | |||||
Income (loss) from equity method investments | 500 | $ (500) | 100 | $ (400) | ||
Investment balance | $ 24,500 | $ 24,500 | $ 24,700 | |||
SAFE&CEC S.r.l. | Landi Renzo S.p.A. | ||||||
Acquisition and Divestitures | ||||||
Ownership interest | 51.00% |
Investments in Other Entities_5
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - NG Advantage (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Oct. 14, 2014 | |
Acquisition and Divestitures | ||||||
Outstanding balance | $ 38,258 | $ 38,258 | $ 85,680 | |||
Loss from noncontrolling interest | 282 | $ 301 | 560 | $ 1,106 | ||
NG Advantage | ||||||
Acquisition and Divestitures | ||||||
Loss from noncontrolling interest | 300 | $ 300 | 600 | $ 1,100 | ||
Noncontrolling interest, fair value | $ 8,800 | $ 8,800 | $ 9,300 | |||
NG Advantage | Common unit purchase agreement | ||||||
Acquisition and Divestitures | ||||||
Ownership interest acquired | 53.30% | |||||
Ownership interest | 93.30% | 93.30% |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Restricted Cash | ||||
Cash and cash equivalents | $ 134,041 | $ 108,977 | ||
Total cash and cash equivalents | 134,041 | 108,977 | ||
Total restricted cash | 7,004 | 11,000 | ||
Total cash, cash equivalents and restricted cash | 141,045 | 119,977 | $ 83,171 | $ 53,222 |
Amount in excess of FDIC and CDIC limits | 132,700 | 107,600 | ||
Standby letters of credit | ||||
Restricted Cash | ||||
Total restricted cash | 4,000 | |||
Held as collateral | ||||
Restricted Cash | ||||
Total restricted cash | $ 7,004 | $ 7,000 |
Short-Term Investments (Details
Short-Term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 120,211 | $ 29,528 |
Gross Unrealized Losses | (3) | |
Estimated Fair Value | 120,208 | 29,528 |
Municipal bonds and notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,027 | 28,998 |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | 2,026 | 28,998 |
Zero coupon bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 117,654 | |
Gross Unrealized Losses | (2) | |
Estimated Fair Value | 117,652 | |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 530 | 530 |
Estimated Fair Value | $ 530 | $ 530 |
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 | 6 Months Ended | 12 Months Ended |
Oct. 31, 2018contractgal | Jun. 30, 2021$ / galgal | Dec. 31, 2020$ / galgal | |
Derivative [Line Items] | |||
Derivative asset, number of instruments held | contract | 2 | ||
Volumes (Diesel Gallons) | gal | 5 | 14.4 | 16.9 |
Weighted -average price per diesel gallon (in usd per gallon) | $ / gal | 3.18 | 3.18 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Commodity Derivative Activity (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivative Assets | ||
Gross Amounts Recognized | $ 5,332 | $ 6,439 |
Gross Amounts Offset | (263) | |
Net Amount Presented | 5,069 | 6,439 |
Derivative Liability | ||
Gross Amounts Recognized | 1,956 | 556 |
Gross Amounts Offset | (263) | |
Net Amount Presented | 1,693 | 556 |
Current portion of derivative assets, related party | Commodity swaps | ||
Derivative Assets | ||
Gross Amounts Recognized | 1,591 | |
Net Amount Presented | 1,591 | |
Current portion of derivative liabilities, related party | Commodity swaps | ||
Derivative Liability | ||
Gross Amounts Recognized | 709 | |
Net Amount Presented | 709 | |
Long-term portion of derivative assets, related party | Commodity swaps | ||
Derivative Assets | ||
Gross Amounts Recognized | 263 | 4,057 |
Gross Amounts Offset | (263) | |
Net Amount Presented | 4,057 | |
Long-term portion of derivative liabilities, related party | Commodity swaps | ||
Derivative Liability | ||
Gross Amounts Recognized | 1,247 | |
Gross Amounts Offset | (263) | |
Net Amount Presented | 984 | |
Prepaid expenses and other current assets | Fueling agreements | ||
Derivative Assets | ||
Gross Amounts Recognized | 1,399 | 249 |
Net Amount Presented | 1,399 | 249 |
Notes receivable and other long-term assets, net | Fueling agreements | ||
Derivative Assets | ||
Gross Amounts Recognized | 3,670 | 542 |
Net Amount Presented | $ 3,670 | 542 |
Accrued liabilities | Fueling agreements | ||
Derivative Liability | ||
Gross Amounts Recognized | 283 | |
Net Amount Presented | 283 | |
Other long-term liabilities | Fueling agreements | ||
Derivative Liability | ||
Gross Amounts Recognized | 273 | |
Net Amount Presented | $ 273 |
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021$ / galgal | Dec. 31, 2020$ / galgal | |
Commodity Swap 2021 | ||
Derivative [Line Items] | ||
Volumes (Diesel Gallons) | gal | 2,500,000 | 5,000,000 |
Weighted -Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 3.18 | 3.18 |
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 | 3.18 | 3.18 |
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 | 3.18 | 3.18 |
Commodity Swap 2024 | ||
Derivative [Line Items] | ||
Volumes (Diesel Gallons) | gal | 1,875,000 | 1,875,000 |
Weighted -Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 3.18 | 3.18 |
Fair Value Measurements - Commo
Fair Value Measurements - Commodity Swap Contracts (Details) - Not Designated as Hedging Instrument - Valuation Technique, Discounted Cash Flow - Level 3 | Jun. 30, 2021 | Dec. 31, 2020 |
Commodity swaps | Minimum | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.87 | 1.47 |
Commodity swaps | Minimum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.81 | 0.81 |
Commodity swaps | Minimum | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.75 | 1.66 |
Commodity swaps | Maximum | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.98 | 1.54 |
Commodity swaps | Maximum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.58 | 1.58 |
Commodity swaps | Maximum | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.58 | 2.58 |
Commodity swaps | Weighted Average | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.92 | 1.50 |
Commodity swaps | Weighted Average | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.01 | 0.99 |
Commodity swaps | Weighted Average | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.06 | 2.01 |
Fueling agreements | Minimum | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.87 | 1.47 |
Fueling agreements | Minimum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.81 | 0.81 |
Fueling agreements | Minimum | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.75 | 1.66 |
Fueling agreements | Maximum | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.98 | 1.54 |
Fueling agreements | Maximum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.58 | 1.58 |
Fueling agreements | Maximum | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.58 | 2.58 |
Fueling agreements | Weighted Average | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.92 | 1.50 |
Fueling agreements | Weighted Average | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.01 | 0.99 |
Fueling agreements | Weighted Average | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.06 | 2.01 |
Fair Value Measurements - Trans
Fair Value Measurements - Transfers (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Asset transferred from level 1 to 2 | $ 0 | $ 0 |
Asset transferred from level 2 to 1 | 0 | 0 |
Asset transferred level 3 net | 0 | 0 |
Liabilities transferred from level 1 to 2 | 0 | 0 |
Liabilities transferred from level 2 to 1 | 0 | 0 |
Liabilities transferred level 3 net | $ 0 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Available-for-sale securities | $ 120,208 | $ 29,528 |
Short-term investments | 120,208 | 29,528 |
Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 2,026 | 28,998 |
Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 117,652 | |
Certificates of deposit | ||
Assets: | ||
Available-for-sale securities | 530 | 530 |
Fair value measured on recurring basis | Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 2,026 | 28,998 |
Fair value measured on recurring basis | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 117,652 | |
Fair value measured on recurring basis | Certificates of deposit | ||
Assets: | ||
Short-term investments | 530 | 530 |
Fair value measured on recurring basis | Commodity swap contracts | ||
Assets: | ||
Derivative assets | 5,648 | |
Liabilities: | ||
Derivative liabilities | 1,693 | |
Fair value measured on recurring basis | Embedded derivatives | ||
Assets: | ||
Derivative assets | 5,069 | 791 |
Liabilities: | ||
Derivative liabilities | 556 | |
Fair value measured on recurring basis | Level 2 | Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 2,026 | 28,998 |
Fair value measured on recurring basis | Level 2 | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 117,652 | |
Fair value measured on recurring basis | Level 2 | Certificates of deposit | ||
Assets: | ||
Short-term investments | 530 | 530 |
Fair value measured on recurring basis | Level 3 | Commodity swap contracts | ||
Assets: | ||
Derivative assets | 5,648 | |
Liabilities: | ||
Derivative liabilities | 1,693 | |
Fair value measured on recurring basis | Level 3 | Embedded derivatives | ||
Assets: | ||
Derivative assets | $ 5,069 | 791 |
Liabilities: | ||
Derivative liabilities | $ 556 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Recognition - Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
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 | 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 | $ 1,347 | $ 12,545 | $ 5,648 | $ 3,270 |
Settlements, net | (453) | (225) | (477) | |
Total gain (loss) | (1,347) | (2,349) | (5,423) | 6,950 |
Ending balance | 9,743 | 9,743 | ||
Fair Value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) | (1,347) | (2,802) | (5,648) | 6,473 |
Embedded derivatives | ||||
Reconciliation of the beginning and ending balances of assets measured at fair value using significant unobservable inputs (Level 3) | ||||
Beginning balance | 2,521 | 143 | 791 | 723 |
Total gain (loss) | 2,548 | (49) | 4,278 | (629) |
Ending balance | 5,069 | 94 | 5,069 | 94 |
Fair Value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) | $ 2,548 | $ (49) | $ 4,278 | $ (629) |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Recognition - Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
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 | 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 | $ 310 | $ 349 | 56 | |
Total gain (loss) | (2,003) | (2,042) | 108 | |
Ending Balance | (1,693) | (1,693) | ||
Change in unrealized gain (loss) included in earnings | (1,693) | (1,693) | 164 | |
Embedded derivatives | ||||
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | ||||
Beginning Balance | (30) | $ (3,308) | (556) | (81) |
Total gain (loss) | 30 | 1,384 | 556 | (1,843) |
Ending Balance | (1,924) | (1,924) | ||
Change in unrealized gain (loss) included in earnings | $ 30 | 1,384 | $ 556 | (1,843) |
Warrants | ||||
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | ||||
Beginning Balance | (445) | (40) | ||
Total gain (loss) | 445 | 40 | ||
Change in unrealized gain (loss) included in earnings | $ 445 | $ 40 |
Other Receivables (Details)
Other Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Receivables | ||
Other receivables | $ 14,859 | $ 23,655 |
Loans to customers to finance vehicle purchases | ||
Other Receivables | ||
Other receivables | 402 | 394 |
Accrued customer billings | ||
Other Receivables | ||
Other receivables | 6,527 | 6,335 |
Fuel tax credits | ||
Other Receivables | ||
Other receivables | 5,335 | 10,556 |
Other | ||
Other Receivables | ||
Other receivables | $ 2,595 | $ 6,370 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and spare parts | $ 27,968 | $ 28,100 |
Total inventory | $ 27,968 | $ 28,100 |
Land, Property and Equipment (D
Land, Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Land, Property and Equipment | |||||
Land, property and equipment, gross | $ 688,564 | $ 688,564 | $ 685,356 | ||
Less accumulated depreciation | (413,878) | (413,878) | (394,445) | ||
Total land, property and equipment, net | 274,686 | 274,686 | 290,911 | ||
Capitalized software costs, net | 33,200 | 33,200 | 32,300 | ||
Accumulated amortization on the capitalized software costs | 29,700 | 29,700 | 28,800 | ||
Amortization expense related to the capitalized software costs | 400 | $ 600 | 900 | $ 1,300 | |
Amount included in accounts payable balances | 900 | $ 1,500 | |||
Land | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 3,476 | 3,476 | 3,476 | ||
LNG liquefaction plants | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 94,633 | 94,633 | 94,633 | ||
Station equipment | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 346,594 | 346,594 | 344,839 | ||
Trailers | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 77,437 | 77,437 | 79,860 | ||
Other equipment | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 90,212 | 90,212 | 89,276 | ||
Construction in progress | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | $ 76,212 | $ 76,212 | $ 73,272 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued alternative fuels incentives | $ 17,911 | $ 18,175 |
Accrued employee benefits | 3,754 | 4,282 |
Accrued gas and equipment purchases | 9,847 | 9,897 |
Accrued interest | 411 | 512 |
Accrued property and other taxes | 3,385 | 3,094 |
Accrued salaries and wages | 4,197 | 7,646 |
Embedded derivatives | 283 | |
Other | 10,846 | 8,748 |
Total accrued liabilities | $ 50,351 | $ 52,637 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Principal Balances | ||
Total debt | $ 38,344 | $ 85,797 |
Less amounts due within one year | (8,718) | (3,631) |
Total long-term debt | 29,626 | 82,166 |
Unamortized Debt Financing Costs | ||
Total debt | 86 | 117 |
Less amounts due within one year | (29) | (39) |
Total long-term debt | 57 | 78 |
Balance, Net of Financing Costs | ||
Total debt | 38,258 | 85,680 |
Less amounts due within one year | (8,689) | (3,592) |
Total long-term debt | 29,569 | 82,088 |
bp Loan | ||
Principal Balances | ||
Total debt | 50,000 | |
Balance, Net of Financing Costs | ||
Total debt | 50,000 | |
NG Advantage debt | ||
Principal Balances | ||
Total debt | 27,861 | 29,535 |
Unamortized Debt Financing Costs | ||
Total debt | 86 | 117 |
Balance, Net of Financing Costs | ||
Total debt | 27,775 | 29,418 |
SG Facility | ||
Principal Balances | ||
Total debt | 9,500 | 5,100 |
Balance, Net of Financing Costs | ||
Total debt | 9,500 | 5,100 |
Other debt | ||
Principal Balances | ||
Total debt | 983 | 1,162 |
Balance, Net of Financing Costs | ||
Total debt | $ 983 | $ 1,162 |
Debt - SG Credit and TOTAL Cred
Debt - SG Credit and TOTAL Credit Support Agreement (Details) - USD ($) $ in Thousands | Jan. 02, 2019 | Jun. 30, 2021 | Mar. 12, 2021 | Mar. 03, 2021 | Dec. 31, 2020 |
Long-term debt [Line Items] | |||||
Outstanding amount | $ 38,344 | $ 85,797 | |||
Proceeds from revolving line of credit | 1,150 | ||||
SG Facility | Socit Gnrale | |||||
Long-term debt [Line Items] | |||||
Maximum borrowing capacity (up to) | $ 100,000 | ||||
Commitment fee percentage | 0.39% | ||||
Quarterly principal payments | 2,500 | ||||
Covenant for debt default | $ 20,000 | ||||
Outstanding amount | $ 9,500 | ||||
SG Facility | Socit Gnrale | London Interbank Offered Rate (LIBOR) | |||||
Long-term debt [Line Items] | |||||
Basis spread on variable rate | 1.30% | ||||
SG Facility | Socit Gnrale | Station Build Costs | |||||
Long-term debt [Line Items] | |||||
Maximum borrowing capacity (up to) | $ 45,000 | ||||
SG Facility | Socit Gnrale | ADG RNG Production Facilities | |||||
Long-term debt [Line Items] | |||||
Maximum borrowing capacity (up to) | $ 20,000 | ||||
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 Thousands | Dec. 10, 2020USD ($) | Dec. 20, 2018USD ($) | Mar. 01, 2018USD ($)installment | Dec. 18, 2017USD ($)installment | Jun. 30, 2021USD ($) | Nov. 30, 2016USD ($)installment |
Long-term debt [Line Items] | ||||||
Loss on extinguishment of debt | $ 25 | |||||
Proceeds from revolving line of credit | 1,150 | |||||
Repayments of borrowing under revolving line of credit | 650 | |||||
Compression Station | ||||||
Long-term debt [Line Items] | ||||||
Purchase price | $ 7,000 | |||||
Sale leaseback transaction, term | 5 years | |||||
Annual rate (as a percent) | 12.00% | |||||
Monthly rental payments | $ 100 | |||||
BoA | BoA MLA | ||||||
Long-term debt [Line Items] | ||||||
Interest rate | 4.86% | |||||
Proceeds from sale of equipment in sale-leaseback agreement | $ 2,100 | |||||
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% | |||||
Proceeds from sale of equipment in sale-leaseback agreement | $ 6,300 | |||||
Sale leaseback transaction, term | 6 years | |||||
Number of equal monthly installments | installment | 72 | |||||
Loan and Security Agreement [Member] | 5.17% Term Loan | Wintrust Commercial Finance | ||||||
Long-term debt [Line Items] | ||||||
Debt issuance amount | $ 4,700 | |||||
Number of monthly installments | installment | 72 | |||||
Interest rate | 5.17% | |||||
NG Advantage debt | Long-term portion of restricted cash | Berkshire Bank | ||||||
Long-term debt [Line Items] | ||||||
Loan pledged as collateral | $ 7,000 | |||||
NG Advantage debt | 5% maturing on January 1, 2026 | Berkshire Bank | ||||||
Long-term debt [Line Items] | ||||||
Debt issuance amount | $ 14,500 | |||||
Interest rate | 5.00% | |||||
Period during which the debt instrument principal balance is required to be paid following its issuance | 5 years | |||||
NG Advantage debt | Revolving line of credit | Berkshire Bank | ||||||
Long-term debt [Line Items] | ||||||
Maximum borrowing capacity (up to) | $ 1,000 | |||||
Outstanding line of credit | $ 500 | |||||
Interest rate during period (as a percent) | 3.00% | |||||
Interest rate (as a percent) | 3.50% | |||||
NG Advantage debt | Revolving line of credit | Berkshire Bank | Prime Rate | ||||||
Long-term debt [Line Items] | ||||||
Basis spread on variable rate | 0.25% | 0.25% | ||||
Interest rate (as a percent) | 3.25% |
Debt - BP Loan and Plain Credit
Debt - BP Loan and Plain Credit Facility (Details) - USD ($) $ in Millions | Dec. 18, 2020 | Jun. 30, 2021 | May 01, 2021 |
bp Loan | BP Products North America | |||
Debt Instrument [Line Items] | |||
Debt issuance amount | $ 50 | ||
bp Loan | BP Products North America | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 4.33% | ||
Revolving line of credit | Plains Credit Facility | Plains | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity (up to) | $ 20 | ||
Outstanding line of credit | $ 0 | ||
Revolving line of credit | Plains Credit Facility | Minimum | Plains | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 3.25% |
Debt - Other Debt (Details)
Debt - Other Debt (Details) - Other debt | Jun. 30, 2021 | Dec. 31, 2020 |
Long-term debt [Line Items] | ||
Weighted average interest rate | 4.37% | 4.38% |
Maximum | ||
Long-term debt [Line Items] | ||
Interest rate | 4.75% |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to Clean Energy Fuels Corp. | $ (79,667) | $ (6,736) | $ (86,836) | $ (5,032) |
Weighted average common shares outstanding | 207,047,221 | 200,670,137 | 203,043,580 | 202,831,346 |
Weighted average common shares outstanding - diluted | 207,047,221 | 200,670,137 | 203,043,580 | 202,831,346 |
Basic income (loss) per share (in dollars per share) | $ (0.38) | $ (0.03) | $ (0.43) | $ (0.02) |
Diluted income (loss) per share (in dollars per share) | $ (0.38) | $ (0.03) | $ (0.43) | $ (0.02) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 69,037,367 | 11,973,396 | 69,037,367 | 12,900,159 |
Stock options | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 9,028,347 | 9,654,436 | 9,028,347 | 9,654,436 |
Convertibles notes | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 1,311,031 | 2,237,794 | ||
Restricted stock units | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 1,241,306 | 1,007,929 | 1,241,306 | 1,007,929 |
Warrants | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 58,767,714 | 58,767,714 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Stock-based compensation expense, net of $0 tax in 2020 and 2021 | $ 3,419 | $ 760 | $ 6,786 | $ 1,814 |
Stock-based compensation expense, tax | 0 | $ 0 | 0 | $ 0 |
Unrecognized compensation cost | $ 26,300 | $ 26,300 | ||
Unrecognized compensation cost, weighted-average period | 2 years 18 days |
Stock-Based Compensation - Amaz
Stock-Based Compensation - Amazon Warrant (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 14, 2021 | Apr. 16, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Apr. 15, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock price (in dollars per share) | $ 11.12 | |||||
Contra revenue charge | $ 78,053 | |||||
Transaction Agreement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate number of warrant shares (in shares) | 5,625,959 | 53,141,755 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||
Exercise price of the warrant (in dollars per share) | $ 13.49 | $ 13.49 | ||||
Exercise price premium (as a percent) | 21.30% | |||||
Aggregate number of warrant shares that may require stockholder approval (in shares) | 50,595,531 | |||||
Notification period to waive or modify Beneficial Ownership Limitation | 61 days | |||||
Contra revenue charge | $ 76,600 | $ 78,100 | 78,100 | |||
Customer incentive assets | $ 38,400 | |||||
Transaction Agreement | Prepaid expenses and other current assets | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Customer incentive assets | 2,400 | 2,400 | ||||
Transaction Agreement | Notes receivable and other long term assets | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Customer incentive assets | 35,400 | 35,400 | ||||
Transaction Agreement | Maximum | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Percentage of common stock outstanding owned (as a percent) | 4.999% | |||||
Transaction Agreement | Tranche One | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of warrants vested (in shares) | 1,406,490 | 13,283,445 | ||||
Total discretionary fuel purchases | $ 500,000 | |||||
Contra revenue charge | 76,600 | 76,600 | ||||
Transaction Agreement | Tranche Two | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Contra revenue charge | $ 1,500 | $ 1,500 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of Warrant (Details) - Amazon Warrant - Black-Scholes option pricing model | Jun. 14, 2021 | Apr. 16, 2021 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant | 0 | 0 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant | 0.6797 | 0.6646 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant | 0.0149 | 0.0159 |
Expected term in years | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant | 0.098 | 0.100 |
Stock-Based Compensation - Warr
Stock-Based Compensation - Warrant Activity (Details) - Amazon Warrant | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Class of Warrant or Right [Line Items] | |
Granted | 58,767,714 |
Vested | (14,689,935) |
Outstanding and unvested as of June 30, 2021 | $ | $ 44,077,779 |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Shares (Details) - shares | Jun. 30, 2021 | Jun. 14, 2021 | Jun. 13, 2021 | Dec. 31, 2020 |
Stockholders' Equity Note [Abstract] | ||||
Authorized shares (in shares) | 455,000,000 | 454,000,000 | 304,000,000 | |
Common stock, authorized (in shares) | 454,000,000 | 304,000,000 | ||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Stockholders' Equity - At the M
Stockholders' Equity - At the Market Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 08, 2021 | Jun. 03, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 07, 2021 | May 10, 2021 | Dec. 31, 2020 |
ATM Program Activity | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Fees and issuance costs | $ 6,534 | ||||||
At The Market Offering | |||||||
ATM Program Activity | |||||||
Fees and issuance costs | $ 6,500 | ||||||
Goldman Sachs & Co. LLC | At The Market Offering | |||||||
ATM Program Activity | |||||||
Aggregate offering price | $ 100,000 | $ 100,000 | |||||
Gross proceeds | $ 200,000 | ||||||
Shares issued (in shares) | 10,473,946 | 12,362,237 | 22,836,183 | ||||
Fees and issuance costs | $ 6,000 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 16 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Mar. 12, 2020 | |
Equity [Abstract] | ||||||
Approved share repurchase program | $ 30,000 | |||||
Cost to repurchase common stock | $ 6,406 | $ 4,244 | $ 14,500 | |||
Repurchase of common stock (in shares) | 0 | 0 | 7,744,386 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 56 | $ 78 | $ 139 | $ 156 |
Unrecognized tax benefits, increase from portion of AFTC revenue offset by the fuel tax | $ 2,300 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases | ||||
Sales-type lease, interest income | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
Leases - Maturities of Lease Re
Leases - Maturities of Lease Receivables (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Fiscal year: | |
2021 | $ 701 |
2022 | 1,182 |
2023 | 962 |
2024 | 962 |
2025 | 962 |
Thereafter | 3,544 |
Total minimum lease payments | 8,313 |
Less amount representing interest | (2,300) |
Present value of lease receivables | $ 6,013 |
Alternative Fuel Excise Tax Cre
Alternative Fuel Excise Tax Credit (Details) - $ / gal | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Alternative Fuel 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 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
TOTAL S.E. | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | $ 0.9 | $ 2 | $ 1.6 | $ 2.6 | |
Receivables from related party | 0.5 | 0.5 | $ 0.9 | ||
Related party expense | 0.5 | 0.2 | 1 | 0.4 | |
SAFE&CEC S.r.l. | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | 0 | 0.9 | 0.2 | 1 | |
Receivables from related party | 0 | 0 | 0.2 | ||
Related party expense | 1.7 | $ 1.6 | 2.5 | $ 2.8 | |
Payable to related parties | $ 1.7 | $ 1.7 | $ 0.9 |