Financial Performance - Clean Energy Fuels reported break-even quarterly earnings per share, compared to a Zacks Consensus Estimate of a loss of $0.07, and earnings of $0.01 per share a year ago [1] - The quarterly report represents an earnings surprise of +100.00%, with a previous expectation of a loss of $0.20 per share, resulting in a surprise of +105% [2] - The company posted revenues of $102.61 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 14.93%, compared to year-ago revenues of $97.95 million [3] Market Performance - Clean Energy Fuels shares have lost about 19.1% since the beginning of the year, while the S&P 500 has gained 7.9% [4] - The current consensus EPS estimate for the coming quarter is -$0.06 on revenues of $92.03 million, and -$0.15 on revenues of $381.4 million for the current fiscal year [8] Industry Outlook - The Utility - Gas Distribution industry, to which Clean Energy Fuels belongs, is currently in the top 20% of over 250 Zacks industries, indicating a favorable outlook [9]

Financial Data and Key Metrics Changes - In Q2 2025, the company reported revenue of $102 million, with adjusted EBITDA of $17.5 million, and a GAAP net loss of $20.2 million compared to a loss of $16.3 million in the previous year [5][16][17] - The company ended the quarter with $241 million in cash and investments, an increase from $217 million at the beginning of the year [5][16] - Adjusted EBITDA for Q2 2025 was lower than the previous year's $18.9 million, but the overall performance showed significant improvement compared to 2024 [17][19] Business Line Data and Key Metrics Changes - Renewable natural gas (RNG) volumes grew by 21% compared to Q2 2024, with over 61 million gallons sold [15] - The company has expanded its transit agreements, fueling over 9,000 transit buses daily across 115 locations [6][7] - The dairy RNG production business has six projects operating, with expectations for increased production by the end of the year [12][106] Market Data and Key Metrics Changes - The company noted a significant decline in new truck sales in California, down approximately 75%, due to regulatory changes and market conditions [49] - The trucking market has faced a tough year, with new equipment acquisitions down by about 50% [48] - Despite challenges, there is ongoing interest from trucking customers in sustainable equipment, indicating potential future demand [50] Company Strategy and Development Direction - The company is focused on expanding its RNG supply contracts and maintaining a steady flow of clean fuel, positioning itself as a leader in the alternative fuel space [8][14] - The company is optimistic about the heavy-duty truck market's adoption of RNG, despite current sales challenges [9][10] - The company is raising its guidance for 2025, reflecting positive trends in revenue and adjusted EBITDA, while remaining cautious about ongoing uncertainties [21] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's performance despite external distractions and regulatory uncertainties [5][6] - There is optimism regarding the impact of new legislation on carbon emissions and the potential for improved carbon intensity scores [25][26] - Management acknowledged the need for clarity in regulations and market conditions, particularly regarding the adoption of new technologies [50][51] Other Important Information - The company has monetized investment tax credits (ITC) from its projects, which will provide capital inflow for ongoing developments [81][85] - The company is experiencing a ramp-up phase in its dairy RNG projects, with expectations for improved production rates in the near future [41][102] Q&A Session Summary Question: What are the implications of the 45Z bill for the company? - Management expressed optimism about the bill's potential impact, highlighting its recognition of negative carbon emissions [25][26] Question: What is the timeline for treasury guidance on the 45Z? - Management indicated that the guidance is expected to be sorted out by October or November, as the bill takes effect in January [27][28] Question: What are the challenges with the X15N engine adoption? - Management noted that while sales are not as high as anticipated, there is increasing acceptance across the market, and efforts are being made to reduce incremental costs [33][34] Question: Can you provide an update on the ramp-up of dairy projects? - Management stated that the ramp-up is progressing normally, with expectations for improved production rates by the end of the year [41][46] Question: What is the outlook for LCFS prices? - Management is optimistic about LCFS prices firming up over time, with expectations for gradual improvement [78][79] Question: How is the company addressing the increased Amazon warrant charges? - Management confirmed that the increase reflects higher fueling demand from Amazon and other trucking customers [96][99]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33480 CLEAN ENERGY FUELS CORP. (Exact name of registrant as specified in its charter) Delaware 33-0968580 (State ...

Exhibit 99.1 Clean Energy Reports Revenue of $102.6 Million and 61.4 Million RNG Gallons Sold for the Second Quarter of 2025 NEWPORT BEACH, Calif. — (BUSINESS WIRE) — August 7, 2025 — Clean Energy Fuels Corp. (NASDAQ: CLNE) ("Clean Energy" or the "Company") today announced its operating results for the second quarter of 2025. Financial Highlights Operational and Strategic Highlights Commentary by Andrew J. Littlefair, President and Chief Executive Officer "RNG remains the most immediate and cost-effective c ...

Company Overview - Clean Energy Fuels Corp is a leading RNG player in the US[18] - The company has 600+ stations throughout the U S and Canada[11, 21, 61] - The company has partnerships with energy leaders[14] - The company is an environmental credit leader[16] RNG (Renewable Natural Gas) - RNG lowers carbon emissions by an average of 300%[28] - RNG volume potential in the US (2040) is projected to be 15 3 billion GGEs in the low case and 36 1 billion GGEs in the high case[41] - Switching just 10% of a fleet from diesel to RNG can achieve a 50% reduction in carbon emissions from vehicles[74, 75] Financial Performance - The company's total revenue was $415 865 million for the year ended December 31, 2024[99] - The company's net loss attributable to Clean Energy Fuels Corp was $83 070 million for the year ended December 31, 2024[99] - Adjusted EBITDA for the year ended December 31, 2024, was $76 642 million[109] - Adjusted EBITDA for the three months ended March 31, 2025, was $17 085 million[113]

Financial Data and Key Metrics Changes - The company reported revenue of $104 million for Q1 2025, which is essentially flat compared to the previous year, despite the expiration of the alternative fuel tax credit that contributed $5.4 million to last year's revenue [20][21]. - Adjusted EBITDA for Q1 2025 was $17.1 million, up from $12.8 million in the same quarter last year, driven by strength in the fuel distribution business [23][24]. - The company ended the quarter with $227 million in cash, reflecting a $9 million increase since the beginning of the year [7]. Business Line Data and Key Metrics Changes - Renewable natural gas (RNG) sales volumes were reported at 51 million gallons, lower than Q1 2024 due to reduced supply from third-party producers affected by weather and operational issues [6][7]. - Despite lower RNG sales volumes, the company maintained strong demand from fleet customers in the refuse, transit, and trucking sectors [8][10]. Market Data and Key Metrics Changes - The company noted that tariffs have minimal direct impact on its business, although they create uncertainty for customers in the heavy-duty trucking sector [8][10]. - The market dynamics for RNG are favorable, with a strong demand for low-carbon fuels, particularly in the heavy-duty trucking market [12][30]. Company Strategy and Development Direction - The company is focused on expanding its RNG production and distribution capabilities, with ongoing projects in dairy RNG production expected to come online by the end of the year [17][18]. - The company is maintaining its full-year financial outlook and capital expenditure guidance, indicating confidence in its growth trajectory [10][18]. Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism regarding achieving the 2025 guidance, citing potential impacts from tariffs and economic conditions affecting truck purchases [28][29]. - The company believes RNG is well-positioned as a viable alternative fuel amidst changing regulatory landscapes and customer preferences for low-carbon solutions [30][51]. Other Important Information - The company resumed its share repurchase program in late March, indicating confidence in its stock valuation and financial health [18]. - The expiration of the alternative fuel tax credit and the introduction of the Renewable Natural Gas Incentive Act are significant developments that could impact future financial results [15][16]. Q&A Session Summary Question: What would take you to the lower end and what could take you to the upside regarding the 2025 guidance? - Management indicated that clarity on tariffs and customer purchasing behavior in the trucking sector would influence the outlook, with optimism for increased truck purchases as market conditions stabilize [28]. Question: How do you see pricing shaking out for the remainder of the year? - Management expects steady pricing, supported by a favorable spread between oil and natural gas, despite the absence of the alternative fuel tax credit [32][34]. Question: Can you provide an update on RNG facilities and their timelines? - Management reported that one RNG facility is producing well, while others are progressing but not yet at desired levels, with expectations for improvement by the end of the year [56][58]. Question: What is the status of partnerships with Total, BP, and Chevron? - The company maintains strong relationships with these partners, with ongoing projects and a focus on RNG development [87][89]. Question: What is the outlook for the 45Z tax credit? - Management noted that the impact of the 45Z tax credit is uncertain, but discussions are ongoing, and it could be a significant contributor if finalized favorably [94][98].

Financial Data and Key Metrics Changes - Clean Energy Fuels reported revenue of $104 million for Q1 2025, which is level with the previous year despite the absence of the alternative fuel tax credit that contributed $5.4 million in Q1 2024 [19][20] - The company generated $17 million in adjusted EBITDA for the quarter, up from $12.8 million a year ago, driven by strength in the fuel distribution business [22][23] - The company finished the quarter with $227 million in cash, reflecting a $9 million increase since the start of the year [7] Business Line Data and Key Metrics Changes - The company sold 51 million gallons of renewable natural gas (RNG) in Q1 2025, which was lower than the previous year due to reduced supply from third-party producers affected by weather and operational issues [6][7] - Despite lower RNG sales volumes, demand from fueling customers remained stable, particularly from fleet customers in refuse transit and trucking sectors [8][10] Market Data and Key Metrics Changes - The company noted that tariffs have minimal direct impact on its business, although they create uncertainty for customers in the heavy-duty trucking sector [8][10] - The company serves over 69 transit agencies and 175 refuse customers across 325 different sites in the U.S. and Canada, indicating a strong market presence [13] Company Strategy and Development Direction - Clean Energy Fuels is maintaining its full-year financial outlook and capital expenditure guidance, with a focus on expanding its RNG production and fueling station network [10][17] - The company is optimistic about the adoption of the Cummins X-15N engine running on RNG, which is expected to drive future growth in the heavy-duty trucking market [12][30] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism regarding achieving the 2025 guidance, citing potential impacts from tariffs and economic conditions affecting truck purchases [27][30] - The company is actively engaging with policymakers to support the Renewable Natural Gas Incentive Act and the 45Z production tax credit, which could enhance financial results once finalized [15][28] Other Important Information - The company resumed its share repurchase program in late March, believing its shares are undervalued while maintaining sufficient cash for growth [17] - Management highlighted ongoing improvements in RNG production from dairy projects, with expectations for additional projects to come online in 2026 [16][55] Q&A Session Summary Question: What would take you to the lower end and what could take you to the upside? - Management indicated that clarity on tariffs and the 45Z credit could significantly impact future outlook and volume growth [27] Question: How do you think about pricing for the remainder of the year? - Management expects steady pricing, supported by a favorable oil to natural gas spread, despite the absence of the alternative fuel tax credit [31][34] Question: What is the status of RNG facilities and their contribution to EBITDA? - Management reported that one facility is producing well, while others are ramping up, with expectations for significant contributions to EBITDA in 2026 [54][99] Question: How is the company positioned regarding partnerships with oil companies? - Management confirmed strong relationships with Total, BP, and Chevron, with ongoing projects and renewed interest in RNG from Chevron [86][88]

[PART I.—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%E2%80%94FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%E2%80%94Financial%20Statements%20(Unaudited)) Clean Energy Fuels Corp. reported a Q1 2025 net loss of $135.0 million, primarily due to goodwill impairment and accelerated depreciation Condensed Consolidated Statements of Operations (Q1 2025 vs. Q1 2024) | Financial Metric | Q1 2024 (in thousands) | Q1 2025 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | $103,709 | $103,764 | +0.05% | | Total Operating Expenses | $113,020 | $230,062 | +103.6% | | Operating Loss | $(9,311) | $(126,298) | +1256.4% | | Net Loss | $(18,616) | $(135,031) | +625.3% | | Net Loss Attributable to CLNE | $(18,443) | $(134,967) | +631.8% | | Basic and Diluted EPS | $(0.08) | $(0.60) | +650.0% | Condensed Consolidated Balance Sheet Highlights | Balance Sheet Item | Dec 31, 2024 (in thousands) | Mar 31, 2025 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Cash, cash equivalents and current restricted cash | $91,562 | $120,679 | +31.8% | | Total Assets | $1,243,891 | $1,116,592 | -10.2% | | Total Liabilities | $524,360 | $513,694 | -2.0% | | Total Stockholders' Equity | $719,531 | $602,898 | -16.2% | - The company recognized a full goodwill impairment loss of **$64.3 million** in Q1 2025, reducing the goodwill balance to zero[36](index=36&type=chunk)[37](index=37&type=chunk)[192](index=192&type=chunk) - Following a notice of non-renewal from Pilot Travel Centers, the company incurred a **$50.7 million** charge for accelerated depreciation and asset retirement obligations in Q1 2025[94](index=94&type=chunk)[95](index=95&type=chunk)[176](index=176&type=chunk) [Note 2: Revenue from Contracts with Customers](index=13&type=section&id=Note%202%E2%80%94Revenue%20from%20Contracts%20with%20Customers) Total revenue remained flat at $103.8 million in Q1 2025, with product revenue up and service revenue slightly down Disaggregated Revenue by Source (in thousands) | Revenue Source | Q1 2024 (in thousands) | Q1 2025 (in thousands) | | :--- | :--- | :--- | | **Product Revenue** | | | | Fuel sales | $68,203 | $76,292 | | Change in fair value of derivatives | $1,622 | $(557) | | RIN Credits | $8,812 | $5,202 | | LCFS Credits | $(164) | $3,799 | | AFTC | $5,357 | $(17) | | Station construction sales | $5,584 | $5,571 | | **Total Product Revenue** | **$89,414** | **$90,290** | | **Service Revenue** | | | | O&M services | $13,735 | $12,790 | | Other services | $560 | $684 | | **Total Service Revenue** | **$14,295** | **$13,474** | | **Total Revenue** | **$103,709** | **$103,764** | - Non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant reduced fuel revenue by **$17.3 million** in Q1 2025, compared to **$12.9 million** in Q1 2024[41](index=41&type=chunk)[114](index=114&type=chunk) [Note 3: Investments in Other Entities](index=17&type=section&id=Note%203%E2%80%94%20Investments%20in%20Other%20Entities%20and%20Noncontrolling%20Interest%20in%20a%20Subsidiary) The company recorded a combined loss of $4.8 million from equity method investments in Q1 2025, totaling $253.8 million Equity Method Investment Performance (Q1 2025) | Joint Venture/Entity | Q1 2025 Income/(Loss) (in millions) | Investment Balance as of Mar 31, 2025 (in millions) | | :--- | :--- | :--- | | TotalEnergies JV | $(0.4) | $5.4 | | bpJV | $(4.8) | $201.6 | | Maas JDA | $0.2 | $34.0 | | SAFE S.p.A. | $(0.5) | $16.8 | | **Total Loss** | **$(5.5)** | **$257.8** | [Note 12: Debt](index=32&type=section&id=Note%2012%E2%80%94Debt) Total debt was $271.6 million as of March 31, 2025, primarily the $305.0 million Stonepeak Term Loan, with PIK interest increasing principal Debt Obligations as of March 31, 2025 (in thousands) | Debt Instrument | Principal Balance (in thousands) | Unamortized Debt Financing Costs (in thousands) | Balance, Net of Financing Costs (in thousands) | | :--- | :--- | :--- | :--- | | Stonepeak Term Loan | $305,000 | $33,564 | $271,436 | | Other debt | $189 | $— | $189 | | **Total debt** | **$305,189** | **$33,564** | **$271,625** | - The company elected to pay **$5.0 million** of its interest in kind (PIK) for Q1 2025, increasing the outstanding principal balance of the Stonepeak Term Loan from **$300 million** to **$305 million**[104](index=104&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%202.%E2%80%94Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the Q1 2025 net loss of $135.0 million to non-cash charges, with cash from operations increasing to $23.4 million Key Operating Data (Volumes in millions of GGEs) | Metric | Q1 2024 (millions of GGEs) | Q1 2025 (millions of GGEs) | Change | | :--- | :--- | :--- | :--- | | RNG Fuel Volume Sold | 58.0 | 50.6 | -12.8% | | Total Fuel Volume Sold | 75.0 | 66.7 | -11.1% | | O&M Services Volume | 65.4 | 61.6 | -5.8% | - Key developments in 2025 include the non-renewal of the Pilot agreement, leading to a **$50.7 million** accelerated depreciation charge, and the Chapter 11 bankruptcy filing of a dairy farm partner for a bpJV project under construction[176](index=176&type=chunk)[179](index=179&type=chunk) - The company notes that market prices for RINs were about **30%** lower in Q1 2025 compared to 2024 and could remain low, which can materially affect revenue[182](index=182&type=chunk) - The company plans for approximately **$30.0 million** in capital expenditures in 2025 for fueling stations and IT, and anticipates deploying up to **$100.0 million** to develop ADG RNG production facilities[213](index=213&type=chunk)[214](index=214&type=chunk) [Results of Operations](index=62&type=section&id=Results%20of%20Operations) Total revenue was flat in Q1 2025, but operating expenses surged due to goodwill impairment and increased depreciation - Depreciation and amortization increased by **$51.1 million**, primarily due to accelerated depreciation expense related to the change in the depreciable life of the Pilot station assets[201](index=201&type=chunk) - A goodwill impairment charge of **$64.3 million** was recognized in Q1 2025, representing the total amount of goodwill on the company's books[202](index=202&type=chunk) - Product revenue increased by **$0.9 million**, driven by an **$8.1 million** net increase in fuel sales from higher pricing, partially offset by a **$5.4 million** decrease in AFTC revenue and a **$3.6 million** decrease in RIN revenue due to lower prices[196](index=196&type=chunk) [Liquidity and Capital Resources](index=65&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity improved with cash and short-term investments at $226.6 million, and cash from operations increased to $23.4 million Cash Flow Summary (in millions) | Cash Flow Activity | Q1 2024 (in millions) | Q1 2025 (in millions) | | :--- | :--- | :--- | | Net cash provided by operating activities | $2.6 | $23.4 | | Net cash (used in) provided by investing activities | $(19.9) | $7.4 | | Net cash provided by (used in) financing activities | $1.8 | $(1.9) | - As of March 31, 2025, the company had total cash, cash equivalents, and short-term investments of **$226.6 million**[219](index=219&type=chunk) - The company believes its cash and anticipated cash flows will satisfy its business requirements for at least the next **12 months**, but may need to raise additional capital for future large-scale RNG development[221](index=221&type=chunk)[222](index=222&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=69&type=section&id=Item%203.%E2%80%94Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks from commodity price volatility, but has minimal foreign currency and interest rate risk - The company is subject to commodity price risk from volatile natural gas prices, which constituted **$39.2 million** of cost of sales in Q1 2025[229](index=229&type=chunk)[230](index=230&type=chunk) - Exposure to foreign currency exchange rate risk is limited, with a **10%** fluctuation in exchange rates estimated to impact net assets by approximately **$0.1 million**[234](index=234&type=chunk) - As of March 31, 2025, the company had no debt that bears a variable rate of interest, mitigating near-term interest rate risk[235](index=235&type=chunk) [Controls and Procedures](index=71&type=section&id=Item%204.%E2%80%94Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025, with no material changes - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the period, March 31, 2025[237](index=237&type=chunk) - No changes occurred in the company's internal control over financial reporting during the first quarter of 2025 that have materially affected, or are reasonably likely to materially affect, internal controls[239](index=239&type=chunk) [PART II.—OTHER INFORMATION](index=73&type=section&id=PART%20II.%E2%80%94OTHER%20INFORMATION) [Legal Proceedings](index=73&type=section&id=Item%201.%E2%80%94Legal%20Proceedings) The company is not a party to any pending legal proceedings considered material to its business or financial condition - In the opinion of management, the company is not a party to, and its properties are not subject to, any pending legal proceedings that are material[243](index=243&type=chunk) [Risk Factors](index=73&type=section&id=Item%201A.%E2%80%94Risk%20Factors) The company outlines significant business, financial, and regulatory risks, including fuel adoption, RNG uncertainties, and government mandates - Business success is highly dependent on the willingness of fleets to adopt RNG and natural gas fuels, a market that has shown slow and unpredictable growth[245](index=245&type=chunk) - The RNG business is subject to risks including securing sufficient supply, price volatility of Environmental Credits (RINs and LCFS), and operational issues at production sites, such as the bankruptcy of a dairy farm partner[251](index=251&type=chunk) - The company faces risks from government regulations, including the expiration of incentives like the AFTC and the adoption of zero-emission vehicle mandates that could limit the market for internal combustion engines[291](index=291&type=chunk)[297](index=297&type=chunk)[303](index=303&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=102&type=section&id=Item%202.%E2%80%94Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company resumed its share repurchase program in March 2025, repurchasing 227,495 shares for $0.4 million, with $26.1 million remaining Share Repurchase Activity (Q1 2025) | Period | Total Shares Purchased | Average Price Paid per Share | Total Value (in thousands) | Remaining Authorization (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Jan 2025 | — | $— | $— | $26,502 | | Feb 2025 | — | $— | $— | $26,502 | | Mar 2025 | 227,495 | $1.70 | $387 | $26,116 | | **Total** | **227,495** | **$1.70** | **$387** | **$26,116** | [Defaults Upon Senior Securities](index=102&type=section&id=Item%203.%E2%80%94Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[320](index=320&type=chunk) [Mine Safety Disclosures](index=102&type=section&id=Item%204.%E2%80%94Mine%20Safety%20Disclosures) The company reported no mine safety disclosures - None[321](index=321&type=chunk) [Other Information](index=102&type=section&id=Item%205.%E2%80%94Other%20Information) The company reported no other information under this item - None[322](index=322&type=chunk) [Exhibits](index=103&type=section&id=Item%206.%E2%80%94Exhibits) This section lists exhibits filed with Form 10-Q, including compensation plans, credit agreement amendments, and SOX certifications - Exhibits filed include management compensation plans, an amendment to the Stonepeak credit agreement, and Sarbanes-Oxley certifications[325](index=325&type=chunk)

[Clean Energy Q1 2025 Earnings Report](index=1&type=section&id=Clean%20Energy%20Q1%202025%20Earnings%20Report) This report details Clean Energy's Q1 2025 financial and operational performance, including key metrics, CEO commentary, and full-year outlook [Financial and Operational Highlights](index=1&type=section&id=Financial%20and%20Operational%20Highlights) In Q1 2025, Clean Energy reported stable revenue but a significant GAAP net loss due to non-cash charges, while Adjusted EBITDA increased and cash position improved Q1 2025 Key Financial Metrics | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $103.8 million | $103.7 million | +0.1% | | GAAP Net Loss | $(135.0) million | $(18.4) million | Increased Loss | | GAAP EPS | $(0.60) | $(0.08) | Increased Loss | | Adjusted EBITDA | $17.1 million | $12.8 million | +33.6% | | Cash & Short-Term Investments | $226.6 million | $217.5 million (as of 12/31/24) | +$9.1M QoQ | - The significant net loss in Q1 2025 was driven by non-cash charges totaling **$115.0 million**, comprising a **$64.3 million** goodwill write-down and **$50.7 million** in accelerated depreciation[6](index=6&type=chunk) - RNG gallons sold decreased **12.8%** to **50.6 million** in Q1 2025 from Q1 2024, a decline attributed to cold weather conditions reducing RNG supply[6](index=6&type=chunk) - Strategic activities included executing new RNG supply agreements with transit agencies and resuming the share repurchase program, with **$26.1 million** remaining capacity as of March 31, 2025[6](index=6&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO Andrew J. Littlefair highlighted the stability of recurring business, increased cash despite non-cash charges, and continued focus on heavy-duty truck engine adoption and RNG volume growth - The company benefits from a stable, recurring business with long-term customers like transit and waste companies, providing resilience against market volatility[4](index=4&type=chunk) - Strategic focus is on accommodating the adoption of the Cummins X15N engine in the heavy-duty truck market and increasing RNG production volumes from dairy projects[4](index=4&type=chunk) - Despite significant non-cash charges, the underlying operations resulted in a net increase in cash and investments during the quarter[4](index=4&type=chunk) [Detailed Financial Results (Q1 2025)](index=1&type=section&id=Detailed%20Financial%20Results%20%28Q1%202025%29) Q1 2025 results were impacted by a non-cash Amazon warrant charge, AFTC credit expiration, and substantial goodwill impairment and accelerated depreciation, yet Adjusted EBITDA improved - Revenue was reduced by **$17.3 million** in non-cash Amazon warrant charges, an increase from **$12.9 million** in Q1 2024[5](index=5&type=chunk) - The company recorded no Alternative Fuel Tax Credit (AFTC) revenue in Q1 2025, compared to **$5.4 million** in Q1 2024, as the credit expired on December 31, 2024[5](index=5&type=chunk) - Net loss was significantly impacted by a goodwill impairment of **$64.3 million** and accelerated depreciation of **$50.7 million** from the abandonment of LNG station assets at 55 Pilot Flying J locations[7](index=7&type=chunk) - RIN and LCFS revenues increased by a net **$0.4 million** year-over-year, with a **$4.0 million** increase in LCFS revenue offsetting a **$3.6 million** decrease in RIN revenue[5](index=5&type=chunk) [Non-GAAP Financial Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures) The company uses non-GAAP measures like Adjusted EBITDA and Non-GAAP income per share to clarify core operating performance, showing a turnaround to positive Non-GAAP net income and increased Adjusted EBITDA in Q1 2025 Reconciliation of GAAP to Non-GAAP Net Income (Loss) (in thousands) | (in thousands) | Q1 2024 | Q1 2025 | | :--- | :--- | :--- | | **GAAP Net loss attributable to Clean Energy** | **$(18,443)** | **$(134,967)** | | Amazon warrant charges | 12,897 | 17,338 | | Accelerated depreciation expense | — | 50,660 | | Impairment of goodwill | — | 64,328 | | Other adjustments (Stock-based comp, etc.) | 3,216 | 4,561 | | **Non-GAAP net income (loss)** | **$(2,330)** | **$1,486** | Reconciliation of GAAP Net Loss to Adjusted EBITDA (in thousands) | (in thousands) | Q1 2024 | Q1 2025 | | :--- | :--- | :--- | | **GAAP Net loss attributable to Clean Energy** | **$(18,443)** | **$(134,967)** | | Interest, Taxes, Depreciation & Amortization | (4,118) | (1,747) | | Accelerated depreciation expense | — | 50,660 | | Impairment of goodwill | — | 64,328 | | Amazon warrant charges | 12,897 | 17,338 | | Other adjustments | 2,470 | 4,372 | | **Adjusted EBITDA** | **$12,806** | **$17,085** | [Business Performance Metrics](index=5&type=section&id=Business%20Performance%20Metrics) In Q1 2025, total fuel volume decreased due to lower RNG sales, while total revenue remained flat, with product revenue slightly increasing despite AFTC credit loss Fuel and O&M Volume (in million GGEs) | Volume Type | Q1 2024 | Q1 2025 | Change | | :--- | :--- | :--- | :--- | | RNG | 58.0 | 50.6 | -12.8% | | Conventional Natural Gas | 17.0 | 16.1 | -5.3% | | **Total Fuel Volume** | **75.0** | **66.7** | **-11.1%** | | O&M Services Volume | 65.4 | 61.6 | -5.8% | Sources of Revenue (in millions) | Revenue Source | Q1 2024 | Q1 2025 | | :--- | :--- | :--- | | Fuel Sales | $68.2 | $76.3 | | RIN Credits | $8.8 | $5.2 | | LCFS Credits | $(0.2) | $3.8 | | AFTC | $5.4 | $— | | Station Construction | $5.6 | $5.6 | | O&M Services | $13.7 | $12.8 | | **Total Revenue** | **$103.7** | **$103.8** | [2025 Full-Year Outlook](index=6&type=section&id=2025%20Outlook) Clean Energy projects a 2025 GAAP net loss between $(225) million and $(220) million, primarily due to significant non-cash charges, while anticipating Adjusted EBITDA of $50 million to $55 million Full-Year 2025 Guidance | Metric | 2025 Outlook | | :--- | :--- | | GAAP Net Loss | $(225) million to $(220) million | | Adjusted EBITDA | $50 million to $55 million | - The 2025 GAAP net loss outlook includes major non-cash charges: **$64.3 million** for goodwill impairment, **~$55 million** for accelerated depreciation, and **~$53 million** for Amazon warrant charges[19](index=19&type=chunk) 2025 Outlook: Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | (in thousands) | 2025 Outlook | | :--- | :--- | | **Net loss attributable to Clean Energy** | **$ (225,000) - (220,000)** | | Add back: Taxes, Interest, D&A | $74,600 | | Add back: Accelerated depreciation | $55,000 | | Add back: Impairment of goodwill | $64,300 | | Add back: Stock-based compensation | $11,000 | | Add back: Amazon warrant charges | $53,000 | | Add back: Other adjustments | $16,100 | | **Adjusted EBITDA** | **$ 50,000 - 55,000** | [Condensed Consolidated Financial Statements](index=12&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The condensed consolidated financial statements reveal a significant decrease in total assets and stockholders' equity due to a goodwill write-down, with the Q1 2025 net loss driven by impairment and accelerated depreciation [Condensed Consolidated Balance Sheets](index=12&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets decreased to $1.12 billion from $1.24 billion, primarily due to goodwill elimination, leading to a significant drop in total stockholders' equity Balance Sheet Summary (in thousands) | Account | Dec 31, 2024 | Mar 31, 2025 | | :--- | :--- | :--- | | Cash, cash equivalents & Short-term investments | $219,532 | $228,739 | | Goodwill | $64,328 | $— | | **Total Assets** | **$1,243,891** | **$1,116,592** | | Total Liabilities | $524,360 | $513,694 | | **Total Stockholders' Equity** | **$719,531** | **$602,898** | [Condensed Consolidated Statements of Operations](index=13&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2025, total revenues remained flat at $103.8 million, but operating expenses surged to $230.1 million due to a goodwill impairment and increased depreciation, resulting in a $135.0 million net loss Statement of Operations Summary (in thousands) | Account | Q1 2024 | Q1 2025 | | :--- | :--- | :--- | | Total Revenue | $103,709 | $103,764 | | Cost of Sales | $75,601 | $76,003 | | Depreciation and amortization | $11,182 | $62,267 | | Impairment of goodwill | $— | $64,328 | | **Total operating expenses** | **$113,020** | **$230,062** | | **Operating loss** | **$(9,311)** | **$(126,298)** | | **Net loss attributable to Clean Energy** | **$(18,443)** | **$(134,967)** | | **Net loss per share** | **$(0.08)** | **$(0.60)** |

Financial Data and Key Metrics Changes - In Q4 2024, the company reported a GAAP net loss of $29.8 million on revenues of $109.3 million, while adjusted non-GAAP net income was $3.6 million [35] - For the full year 2024, the GAAP net loss was $83.1 million, which was at the low end of the guidance range, and adjusted EBITDA was $76.6 million, exceeding the top-end of the guidance range [35][36] - The adjusted EBITDA outlook for 2025 is projected to be between $50 million and $55 million, a decrease from $77 million in 2024, primarily due to the absence of alternative-fuel tax credit (AFTC) revenue and lower Renewable Identification Number (RIN) prices [32][34] Business Line Data and Key Metrics Changes - The company sold 62 million gallons of renewable natural gas (RNG) in Q4 2024, a 9% increase year-over-year, and 237 million gallons for the full year, a nearly 5% increase from 2023 [8][9] - The downstream RNG fueling business generated almost $89 million of EBITDA in 2024 [11] - The upstream dairy RNG production projects are expected to produce 4 million to 6 million gallons of RNG in 2025, with six projects currently operating [27][46] Market Data and Key Metrics Changes - The company noted a 20% decline in average RIN prices for 2025, resulting in an approximate $10 million reduction in RIN revenue compared to 2024 [41] - California's Low Carbon Fuel Standard (LCFS) prices are expected to average in the low $70s for 2025, compared to around $61 in 2024, potentially providing a $2 million upside in LCFS revenue [43] Company Strategy and Development Direction - The company is focusing on the adoption of RNG in the heavy-duty trucking sector, particularly with the new Cummins X15 engine, which is seen as a significant growth opportunity [16][24] - The company plans to exit 55 Pilot Flying J locations, which primarily housed LNG fueling equipment, as the market for LNG trucks has diminished [30][31] - The company is optimistic about federal and state policies supporting a technology-neutral approach to lower transportation sector emissions [24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's strong balance sheet and recurring revenue business model, positioning it well for growth opportunities in fuel distribution and RNG production [34] - The management highlighted the importance of customer relationships and the ongoing transition of transit agencies to lower emissions fuels [14][24] - Management remains cautious about the regulatory environment, particularly regarding the AFTC and Section 45Z Clean Fuel Production credit, but is optimistic about potential resolutions [26][132] Other Important Information - The company has not included any AFTC revenue in its 2025 outlook, which contributed nearly $24 million to its results in 2024 [32][40] - The company is actively educating the new administration about the benefits of domestically produced RNG [29] Q&A Session Summary Question: How is the company looking at the clarifications under 45Z? - Management believes the technical issues will be resolved soon, potentially reinstating the rules by April [56][108] Question: Do you see any volumes in the transportation sector going towards power generation for data centers? - Management indicated that transportation still accounts for 75%-80% of RNG usage, but some volumes may eventually be directed towards power generation [66] Question: Can you discuss volume growth in key sectors for Q4 and 2025? - Management noted growth in fueling operations, particularly in fleet categories, with modest growth expected in 2025 [76][77] Question: How will the 15-liter engine rollout utilize the existing station footprint? - Management expects the existing network to accommodate the new engine's rollout, with significant volume growth anticipated [95][96] Question: What is the outlook for project development beyond Maas? - Management is focused on optimizing current projects and is cautious about new greenfield projects due to regulatory uncertainties [124][126] Question: What is the likelihood of a positive revision for 45Z guidance? - Management is optimistic about the potential for a positive revision, citing congressional support and industry advocacy [132]