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]

LNG Production and Infrastructure - In 2024, the company produced 93% of its LNG at its own plants, with the Boron Plant capable of producing 98.5 million gallons per year and the Pickens Plant producing 36.5 million gallons per year[30][31]. - The company operates a fleet of 74 tanker trailers for LNG delivery to fueling stations, where it is stored and dispensed in liquid form[31]. - The company has constructed over 470 natural gas fueling stations since 2008, serving as a general contractor or supervising third-party contractors[34]. - The company has served as a general contractor for over 460 fueling stations since 2008, showcasing its expertise in the construction of fueling infrastructure[77]. Renewable Natural Gas (RNG) Development - The company generated Environmental Credits from RNG sales, with market prices for RINs fluctuating between $2.08 and $3.57, and LCFS Credits ranging from $40.00 to $78.50 in 2024[32]. - RNG use as a transportation fuel increased by 92% from 2019 levels, displacing 6.96 million metric tons of carbon dioxide equivalent in 2023[43]. - The company has three 100% owned ADG RNG projects under development, expected to produce a total of 3.6 million GGEs of RNG annually, available for sale to the vehicle fuels market[54]. - The TotalEnergies joint venture aims to invest up to $400 million in ADG RNG production facilities, with one project currently operational producing up to 0.8 million GGEs of RNG annually[52]. - The bp joint venture has collectively contributed approximately $455.5 million in equity, with six ADG RNG projects estimated to produce up to 8.2 million GGEs of RNG annually[53]. - The company sources RNG from over 150 supply sources, with 34% from ADG and 66% from LFG in 2024[29]. - RNG volume accounted for 89% of the company's vehicle fuel sales in 2024, with a goal of achieving 100% RNG sales[75]. - The company has over 150 RNG supply sources, providing a competitive advantage in the RNG industry[69]. Financial Performance and Projections - Total revenue for 2023 was $425.2 million, a slight increase from $420.2 million in 2022, while projected revenue for 2024 is $415.9 million, indicating a decrease of approximately 2.5%[223]. - The net loss attributable to Clean Energy Fuels Corp. increased from $58.7 million in 2022 to $99.5 million in 2023, with a projected loss of $83.1 million in 2024[227]. - The company may incur up to approximately $55.0 million in accelerated depreciation expense if agreements for certain fueling stations are not renewed, impacting financial results[143]. - As of December 31, 2024, the company had total consolidated indebtedness of $268.1 million, net of debt discount[158]. - The company entered into a senior secured term loan agreement for $300 million, with an additional $100 million of delayed draw term loans available[158]. Market and Regulatory Environment - The California LCFS program mandates a 20% total reduction in carbon intensity of petroleum-based fuels by 2030[95]. - The Advanced Clean Trucks regulation mandates that by 2045, every new commercial vehicle sold in California must be zero-emission, impacting the company's vehicle fuel solutions[170]. - The Advanced Clean Fleets regulation requires all public transit truck fleets to be zero-emission by 2042, which may limit the market for the company's current fuel offerings[171]. - The company faces competition from various alternative fuel suppliers, including renewable diesel and electric vehicle charging stations[89]. - The company is subject to stringent federal, state, and local regulations that could impact operational costs and compliance[91]. Risks and Challenges - The adoption of RNG and conventional natural gas vehicle fuels has been slower than anticipated, particularly in heavy-duty trucking and other fleet markets[110]. - The company faces risks related to the supply and demand for RNG, including competition from other vehicle fuel providers and potential production difficulties[121]. - Environmental Credit markets have been volatile, affecting revenue generation from RNG sales, with potential adverse impacts from regulatory changes[120]. - The company may encounter challenges integrating operations and realizing synergies from strategic transactions or partnerships[126]. - The bankruptcy of a dairy farm partner could materially impact RNG production and investment in related projects[116]. - Livestock waste and dairy farm projects are heavily dependent on LCFS credits, with potential revenue declines if CARB reduces the CI score, impacting the commercial viability of these projects[128]. Strategic Initiatives and Investments - The company plans to invest up to $132 million in ADG RNG production projects through a joint development agreement with Maas Energy Works, LLC, with a revenue-sharing model of 49% for the company and 51% for Maas[56]. - The company contributed $5.5 million to the TotalEnergies Joint Venture in June 2023, which is expected to enhance RNG production capabilities[230]. - A joint development agreement with Tourmaline Oil Corp. was established for CAD $70 million to build CNG stations in Western Canada, with plans for additional stations in 2025[233]. - The construction of the RNG production facility at South Fork Dairy is expected to be completed in 2025 at a cost of approximately $85 million, producing an anticipated 2.6 million GGEs of RNG annually[235]. Safety and Operational Performance - The company's Total Recordable Incident Rate (TRIR) for 2024 was 1.98, lower than the national average of 2.7, indicating strong safety performance[74]. - The company relies on licensed subcontractors for construction work, which could expose it to liabilities for damages or injuries[144]. Future Outlook - The company expects sales of renewable natural gas (RNG) and conventional natural gas to grow as demand for sustainable fuel increases, driven by regulatory and investment community pressures[250]. - The market for vehicle fuels is relatively new and developing, leading to slow and unpredictable growth, particularly in the heavy-duty trucking sector[251]. - The company anticipates that the lower GHG emissions associated with RNG will result in increased demand for this fuel in key customer markets[253].

[Q4 2024 Earnings Release](index=1&type=section&id=Q4%202024%20Earnings%20Release) [Financial and Operational Highlights](index=1&type=section&id=Financial%20and%20Operational%20Highlights) The company reported Q4 revenue of $109.3 million, a full-year net loss of $83.1 million, and significant growth in Adjusted EBITDA Q4 & Full-Year 2024 Financial Highlights | Metric | Q4 2024 | Q4 2023 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $109.3M | $106.9M | $415.9M | $425.2M | | GAAP Net Loss | $(30.2)M | $(18.7)M | $(83.1)M | $(99.5)M | | GAAP EPS | $(0.13) | $(0.08) | $(0.37) | $(0.45) | | Adjusted EBITDA | $23.6M | $21.2M | $76.6M | $43.6M | - **Cash, Cash Equivalents, and Short-Term Investments totaled $217.5 million** as of December 31, 2024[5](index=5&type=chunk) - **RNG gallons sold increased by 8.8%** to 62.0 million gallons in Q4 2024, with full-year 2024 growth of 4.9%[5](index=5&type=chunk) - Key operational achievements include **new deals with DHL and LA Metro** and expansion of RNG infrastructure[5](index=5&type=chunk) [CEO Commentary](index=1&type=section&id=Commentary%20by%20Andrew%20J.%20Littlefair%2C%20President%20and%20Chief%20Executive%20Officer) The CEO highlighted a strong finish to 2024, exceeding Adjusted EBITDA guidance and anticipating future growth from the new Cummins engine - The company **exceeded its Adjusted EBITDA guidance** for 2024 while meeting its GAAP loss guidance[4](index=4&type=chunk) - Growing RNG fuel volumes are positively impacting results ahead of the new Cummins X15N engine launch in 2025[4](index=4&type=chunk) - The company is engaging with the new Administration, emphasizing **RNG's bipartisan support** for transportation solutions[4](index=4&type=chunk)[6](index=6&type=chunk) [Detailed Financial Results](index=3&type=section&id=Detailed%20Financial%20Results) This section details revenue composition, factors influencing net loss, non-GAAP reconciliations, and fuel volume data [Summary and Review of Results](index=3&type=section&id=Summary%20and%20Review%20of%20Results) Q4 revenue was reduced by non-cash Amazon warrant charges, while the net loss was impacted by an equity security impairment - Q4 2024 revenue was negatively impacted by **$18.0 million in non-cash Amazon warrant charges**[7](index=7&type=chunk) - RIN and LCFS revenues increased to $13.5 million in Q4 2024, driven by higher RNG volume and a better mix of dairy RNG[7](index=7&type=chunk) - The Q4 2024 net loss included an **$8.1 million impairment of investments in equity securities**[8](index=8&type=chunk) - SG&A expenses rose by approximately $3.8 million in Q4 2024, mainly due to higher wages and insurance costs[8](index=8&type=chunk) [Non-GAAP Reconciliations](index=3&type=section&id=Non-GAAP%20Reconciliations) Adjusted EBITDA grew to $23.6 million for the quarter and $76.6 million for the full year, a significant increase from 2023 GAAP vs. Non-GAAP EPS | Metric | Q4 2024 | Q4 2023 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | :--- | | GAAP Loss per Share | $(0.13) | $(0.08) | $(0.37) | $(0.45) | | Non-GAAP Income (Loss) per Share | $0.02 | $0.01 | $0.03 | $(0.06) | Adjusted EBITDA Reconciliation Summary (in thousands) | Metric | Q4 2024 | Q4 2023 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | :--- | | Net Loss Attributable to Clean Energy | $(30,159) | $(18,687) | $(83,070) | $(99,497) | | Adjusted EBITDA | $23,610 | $21,151 | $76,642 | $43,571 | [Fuel and Service Volume](index=5&type=section&id=Fuel%20and%20Service%20Volume) Total fuel volume sold increased in Q4 and for the full year, driven by continued growth in RNG sales Fuel Volume Sold (in million GGEs) | Fuel Type | Q4 2024 | Q4 2023 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | :--- | | RNG | 62.0 | 57.0 | 236.7 | 225.7 | | Conventional Natural Gas | 16.5 | 15.9 | 60.8 | 62.5 | | **Total Fuel Volume** | **78.5** | **72.9** | **297.5** | **288.2** | [Sources of Revenue](index=5&type=section&id=Sources%20of%20Revenue) Total revenue for Q4 2024 was $109.3 million, with full-year revenue of $415.9 million impacted by Amazon warrant charges Revenue by Source (in millions) | Revenue Source | Q4 2024 | Q4 2023 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | :--- | | Volume-related Fuel Sales | $69.1 | $66.8 | $258.9 | $287.0 | | RIN Credits | $9.6 | $9.2 | $39.0 | $25.9 | | LCFS Credits | $3.9 | $2.4 | $9.9 | $9.9 | | AFTC | $6.1 | $5.9 | $23.8 | $20.9 | | Station Construction Sales | $6.1 | $8.8 | $25.2 | $26.4 | | O&M Services | $14.3 | $13.1 | $56.9 | $52.7 | | **Total Revenue** | **$109.3** | **$106.9** | **$415.9** | **$425.2** | - Fuel sales revenue includes non-cash contra-revenue charges from the Amazon warrant, amounting to **$18.0 million for Q4 2024** and $60.8 million for the full year[16](index=16&type=chunk) [2025 Outlook](index=6&type=section&id=2025%20Outlook) The company projects a 2025 GAAP net loss between $(160) million and $(155) million, excluding any revenue from the expired AFTC 2025 Financial Guidance | Metric | 2025 Outlook | | :--- | :--- | | GAAP Net Loss | $(160)M - $(155)M | | Adjusted EBITDA | $50M - $55M | - The 2025 GAAP net loss guidance includes approximately **$53 million in estimated Amazon warrant charges**[19](index=19&type=chunk) - The outlook includes up to **$55 million in accelerated depreciation** from potential LNG station abandonments[19](index=19&type=chunk) - The 2025 guidance excludes the impact of the AFTC, which contributed approximately $24 million in revenue in 2024[5](index=5&type=chunk) [Supplementary Information](index=7&type=section&id=Supplementary%20Information) This section provides corporate details, definitions of non-GAAP measures, and a Safe Harbor Statement on forward-looking risks [About Clean Energy Fuels Corp.](index=7&type=section&id=About%20Clean%20Energy%20Fuels%20Corp.) Clean Energy Fuels is the largest provider of clean fuel for the U.S. transportation market, focused on decarbonizing with RNG - The company's mission is to **decarbonize transportation** through the development and delivery of RNG[22](index=22&type=chunk) [Non-GAAP Financial Measures](index=7&type=section&id=Non-GAAP%20Financial%20Measures) The company uses non-GAAP measures like Adjusted EBITDA to provide supplemental information on core operating performance - Management uses non-GAAP measures to assess operating performance, make financial decisions, and for investor transparency[23](index=23&type=chunk) - Non-GAAP income (loss) per share is adjusted for Amazon warrant charges, stock-based compensation, and other items[25](index=25&type=chunk) - Adjusted EBITDA is defined as net income (loss) adjusted for taxes, interest, depreciation, amortization, and other non-core items[27](index=27&type=chunk) [Safe Harbor Statement](index=9&type=section&id=Safe%20Harbor%20Statement) Forward-looking statements on the 2025 outlook and growth are subject to risks like fuel price volatility and regulatory changes - Forward-looking statements cover the 2025 outlook, volume growth, and expectations for the X15N engine[28](index=28&type=chunk) - Key risks include the rate of consumer adoption of natural gas vehicles, ability to manage its RNG business, and fuel price volatility[29](index=29&type=chunk) - Other risks involve the availability of government incentives, regulatory compliance, and general economic conditions[30](index=30&type=chunk) [Consolidated Financial Statements](index=12&type=section&id=Consolidated%20Financial%20Statements) This section presents the unaudited consolidated balance sheets and statements of operations as of December 31, 2024 [Consolidated Balance Sheets](index=12&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2024, the company held total assets of $1.24 billion and total liabilities of $524.4 million Balance Sheet Summary (in thousands) | Account | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total Current Assets | $413,768 | $470,175 | | **Total Assets** | **$1,243,891** | **$1,259,458** | | Total Current Liabilities | $154,722 | $163,823 | | **Total Liabilities** | **$524,360** | **$525,811** | | **Total Stockholders' Equity** | **$719,531** | **$733,647** | [Consolidated Statements of Operations](index=13&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a Q4 2024 net loss of $30.2 million and a full-year 2024 net loss of $83.1 million Statement of Operations Summary (in thousands) | Metric | Q4 2024 | Q4 2023 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $109,326 | $106,857 | $415,865 | $425,159 | | Operating Loss | $(12,922) | $(6,569) | $(36,353) | $(76,400) | | Net Loss Attributable to CLNE | $(30,159) | $(18,687) | $(83,070) | $(99,497) | | Basic & Diluted EPS | $(0.13) | $(0.08) | $(0.37) | $(0.45) |

Financial Data and Key Metrics Changes - Clean Energy Fuels reported $21.3 million in adjusted EBITDA for Q3 2024, up from $14.2 million in Q3 2023 [7] - Revenue for the quarter was $105 million, compared to $96 million for the same quarter in 2023 [7] - Cash and investments at the end of the quarter totaled over $243 million [7][36] - Cash flow from operations for Q3 2024 was $21.4 million, compared to $7.7 million a year ago [36] - The company experienced a lower GAAP net loss and lower negative adjusted EBITDA in Q3 compared to the first two quarters of 2024 [35] Business Line Data and Key Metrics Changes - RNG volumes for Q3 2024 were 59.6 million gallons, a 5.1% increase from 56.7 million gallons in Q3 2023 [34] - The average credit prices for RINs in Q3 2024 were $3.35, down from $3.01 in the previous year, while LCFS credits averaged $55.67, down from $74.20 [35] - The company opened a new fueling station in Bordentown, New Jersey, under a contract with Amazon, contributing to a 15% expansion of its fueling network [10] Market Data and Key Metrics Changes - The company is expanding its presence in Canada, with new stations opening in Calgary and Grand Prairie, Alberta, to support the adoption of natural gas heavy-duty trucking [15][16] - The transit market remains strong, with a contract awarded to Clean Energy by Harris County MTA in Houston for a private fueling station [17] Company Strategy and Development Direction - Clean Energy aims to provide multiple fueling solutions, including RNG and hydrogen, to meet customer needs and support decarbonization efforts [20][19] - The company is optimistic about the impact of the Cummins X15N engine on the heavy-duty market, with expectations for increased truck orders and deployments in 2025 [13][40] - The company is focused on expanding its RNG production through partnerships, with ongoing projects at dairy farms across the U.S. [21][22] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism regarding the regulatory environment in California, anticipating supportive adjustments to the Low Carbon Fuel Standard (LCFS) [24] - The company is cautiously optimistic about the future of RNG and its acceptance in the market, despite uncertainties surrounding the alternative fuel tax credit [25][29] - Management highlighted the importance of market forces in driving emissions reductions rather than government mandates [25] Other Important Information - The company is currently working on several RNG projects in partnership with Maas Energy, with expectations for production to ramp up in 2025 [22][44] - The company is also exploring hydrogen fueling solutions for transit agencies, with contracts awarded for new hydrogen stations [19][70] Q&A Session Summary Question: Opportunities with the Maas partnership - Management indicated that the partnership with Maas Energy involves multiple projects, with a focus on bringing them online by late 2025 or early 2026 [43][44] Question: Rollout of the Cummins X15N engine - Management expressed optimism about the X15N's market potential, noting that larger fleets are beginning to order the engine, which could lead to significant volume increases [46][50] Question: RNG production guidance for 2025 - The guidance of 4 million to 6 million gallons for 2025 was clarified as gross production from projects, with economics to be evaluated based on the production tax credit [56][57] Question: Impact of the LCFS and regulatory environment - Management discussed the upcoming vote on the LCFS and expressed confidence that the program will continue to support RNG production and pricing [76][78] Question: Differences in the Houston Metro contract - The new contract with Houston Metro represents a significant shift as they transition to natural gas for their bus fleet, marking a new partnership for Clean Energy [83][84]

Core Viewpoint - Clean Energy Fuels reported quarterly earnings of $0.02 per share, surpassing the Zacks Consensus Estimate of a loss of $0.02 per share, compared to break-even earnings per share a year ago [1] Group 1: Earnings Performance - The quarterly report represents an earnings surprise of 200%, with the company previously expected to post a loss of $0.04 per share but actually producing earnings of $0.01, resulting in a surprise of 125% [2] - Over the last four quarters, Clean Energy Fuels has exceeded consensus EPS estimates three times [2] Group 2: Revenue Performance - The company posted revenues of $104.88 million for the quarter ended September 2024, missing the Zacks Consensus Estimate by 0.30%, compared to year-ago revenues of $95.57 million [3] - Clean Energy Fuels has topped consensus revenue estimates just once over the last four quarters [3] Group 3: Stock Performance and Outlook - Clean Energy Fuels shares have declined approximately 19.1% since the beginning of the year, while the S&P 500 has gained 21.2% [4] - The company's earnings outlook is mixed, with the current consensus EPS estimate for the coming quarter at -$0.01 on revenues of $107.68 million, and -$0.08 on revenues of $414.51 million for the current fiscal year [8] Group 4: Industry Context - The Utility - Gas Distribution industry, to which Clean Energy Fuels belongs, is currently in the top 37% of over 250 Zacks industries, indicating a favorable industry outlook [9] - Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions, suggesting that industry performance can significantly impact stock performance [6][9]

Part I: Financial Information [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%E2%80%94Financial%20Statements%20(Unaudited)) The company reported a reduced net loss for Q3 and the first nine months of 2024, with significantly improved operating cash flow [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash, cash equivalents and current restricted cash | $119,003 | $106,963 | | Total current assets | $442,370 | $470,175 | | Total assets | $1,244,428 | $1,259,458 | | **Liabilities & Equity** | | | | Total current liabilities | $144,483 | $163,823 | | Total liabilities | $513,292 | $525,811 | | Total stockholders' equity | $731,136 | $733,647 | | Total liabilities and stockholders' equity | $1,244,428 | $1,259,458 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Statement of Operations Summary (in thousands, except per share data) | Metric | Q3 2024 | Q3 2023 | Nine Months 2024 | Nine Months 2023 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $104,876 | $95,571 | $306,539 | $318,302 | | Operating Loss | $(8,528) | $(21,364) | $(23,431) | $(69,831) | | Net Loss | $(18,322) | $(25,949) | $(53,405) | $(81,267) | | Net Loss per Share (Basic & Diluted) | $(0.08) | $(0.12) | $(0.24) | $(0.36) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $42,714 | $783 | | Net cash (used in) investing activities | $(30,553) | $(96,732) | | Net cash (used in) financing activities | $(93) | $(3,028) | | **Net increase (decrease) in cash** | **$12,040** | **$(98,851)** | [Note 1: Business Overview](index=9&type=section&id=Note%201%E2%80%94General) - The company's principal business is supplying renewable natural gas (RNG) and conventional natural gas (CNG and LNG) for medium and heavy-duty vehicles. It also develops, owns, and operates dairy and livestock waste RNG projects[25](index=25&type=chunk) - In addition to fuel sales, the company designs, builds, operates, and maintains fueling stations, sells related equipment, and generates revenue from selling government environmental credits (RINs and LCFS Credits)[26](index=26&type=chunk) [Note 2: Revenue from Contracts with Customers](index=13&type=section&id=Note%202%E2%80%94Revenue%20from%20Contracts%20with%20Customers) Revenue by Source (in thousands) | Revenue Source | Q3 2024 | Q3 2023 | Nine Months 2024 | Nine Months 2023 | | :--- | :--- | :--- | :--- | :--- | | Fuel sales | $64,116 | $60,006 | $189,717 | $220,168 | | RIN Credits | $11,066 | $6,784 | $29,401 | $16,664 | | LCFS Credits | $1,924 | $2,846 | $6,079 | $7,618 | | AFTC | $6,390 | $5,422 | $17,750 | $14,977 | | Station construction sales | $7,820 | $7,593 | $19,060 | $17,512 | | O&M services | $14,406 | $13,646 | $42,563 | $39,603 | | **Total Revenue** | **$104,876** | **$95,571** | **$306,539** | **$318,302** | - Fuel sales revenue includes significant non-cash contra-revenue charges from the Amazon Warrant, amounting to **$15.8 million** in Q3 2024 and **$42.7 million** for the first nine months of 2024[45](index=45&type=chunk) - As of September 30, 2024, the company has **$33.8 million** in remaining performance obligations, primarily from station construction contracts, expected to be recognized as revenue over the next 12 to 24 months[48](index=48&type=chunk) [Note 3: Investments in Other Entities](index=19&type=section&id=Note%203%E2%80%94%20Investments%20in%20Other%20Entities) - The company has **50-50 joint ventures** with TotalEnergies and bp to develop, own, and operate anaerobic digester gas (ADG) RNG production facilities[55](index=55&type=chunk)[57](index=57&type=chunk) - In May 2024, the company entered a joint development agreement with Maas Energy Works, LLC, to fund and develop dairy farm RNG projects, contemplating an investment of up to **$132.0 million**[60](index=60&type=chunk)[62](index=62&type=chunk) - Losses from equity method investments for the nine months ended Sep 30, 2024, were **$16.2 million**, primarily driven by losses from the bpJV (**$8.5 million**) and SAFE&CEC S.r.l. (**$1.9 million**)[59](index=59&type=chunk)[65](index=65&type=chunk) [Note 12: Debt](index=36&type=section&id=Note%2012%E2%80%94Debt) - As of September 30, 2024, total debt was **$264.1 million**, net of financing costs. The primary component is a **$300 million** senior secured term loan from Stonepeak, entered into in December 2023[113](index=113&type=chunk)[114](index=114&type=chunk) - The Stonepeak Loan Facility includes a **$300 million** term loan and a **$100 million** delayed draw commitment. It bears a fixed interest rate of **9.50%** per annum and matures in December 2029[114](index=114&type=chunk)[115](index=115&type=chunk) [Note 14: Stock-Based Compensation](index=40&type=section&id=Note%2014%E2%80%94Stock-Based%20Compensation) - The company issued a warrant to Amazon to purchase up to **58.8 million shares**. Vesting is tied to fuel purchases by Amazon, resulting in non-cash contra-revenue charges of **$42.7 million** in the first nine months of 2024[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) - As of September 30, 2024, **32.3 million shares** under the Amazon Warrant remained unvested[128](index=128&type=chunk) [Management's Discussion and Analysis (MD&A)](index=54&type=section&id=Item%202.%E2%80%94Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes improved operating results to lower natural gas costs and increased RIN revenue, with strategic investments in RNG projects underway [Performance Overview](index=58&type=section&id=Performance%20Overview) Key Operating Data (GGEs in millions) | Metric | Nine Months 2024 | Nine Months 2023 | | :--- | :--- | :--- | | **Fuel Volume Sold** | | | | RNG | 174.7 | 168.7 | | Conventional Natural Gas | 44.2 | 46.6 | | **Total Fuel Volume** | **218.9** | **215.3** | | **O&M Services Volume** | **198.9** | **191.7** | - In May 2024, the company entered a joint development agreement with Maas Energy Works to invest up to **$132.0 million** in dairy RNG projects[189](index=189&type=chunk) - A dairy farm partner for an ADG RNG project under construction with the bpJV filed for Chapter 11 bankruptcy in April 2024, creating substantial uncertainty and risk of investment loss[190](index=190&type=chunk)[191](index=191&type=chunk) [Results of Operations](index=67&type=section&id=Results%20of%20Operations) - **Q3 2024 vs Q3 2023:** Product revenue increased by **$8.6 million**, driven by higher bulk fuel sales, increased RIN revenue (**$4.3M**), and higher AFTC revenue (**$1.0M**). This was partially offset by lower LCFS revenue (**$0.9M**)[211](index=211&type=chunk) - **Nine Months 2024 vs 2023:** Product revenue decreased by **$14.4 million**, mainly due to lower average fuel prices. This was partially offset by a **$12.7 million** increase in RIN revenue and a **$2.8 million** increase in AFTC revenue[224](index=224&type=chunk) - **Nine Months 2024 vs 2023:** Product cost of sales decreased significantly by **$56.5 million**, primarily due to lower average prices of natural gas compared to the prior year, when California experienced a significant price spike[226](index=226&type=chunk) - **Nine Months 2024 vs 2023:** Selling, general and administrative expenses decreased by **$3.9 million**, driven by a **$9.9 million** decrease in stock-based compensation expense[230](index=230&type=chunk) [Liquidity and Capital Resources](index=72&type=section&id=Liquidity%20and%20Capital%20Resources) - As of September 30, 2024, the company had total cash, cash equivalents, and short-term investments of **$243.5 million**[247](index=247&type=chunk) - Net cash provided by operating activities was **$42.7 million** for the first nine months of 2024, a significant improvement from **$0.8 million** in the same period of 2023, mainly due to better contributions from natural gas procurement and sales[239](index=239&type=chunk) - The company plans approximately **$60.0 million** in capital expenditures in 2024 for fueling stations, IT, and LNG plant costs. It also anticipates deploying up to **$65.0 million** to develop ADG RNG production facilities[243](index=243&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=78&type=section&id=Item%203.%E2%80%94Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks from volatile natural gas prices, foreign currency fluctuations in Canadian operations, and interest rate exposure - The company is subject to market risk from volatile natural gas prices. Natural gas costs were **$89.8 million** of total cost of sales for the nine months ended September 30, 2024[257](index=257&type=chunk)[258](index=258&type=chunk) - Exposure to foreign currency risk is primarily from Canadian operations. A **10%** fluctuation in exchange rates would impact the value of net assets by approximately **$0.1 million**[259](index=259&type=chunk)[260](index=260&type=chunk) - As of September 30, 2024, the company had no debt that bears a variable rate of interest, mitigating near-term interest rate risk on existing debt[261](index=261&type=chunk) [Controls and Procedures](index=80&type=section&id=Item%204.%E2%80%94Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were effective as of September 30, 2024, with no material changes to internal controls - Management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures and concluded they were effective as of September 30, 2024[264](index=264&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[266](index=266&type=chunk) Part II: Other Information [Legal Proceedings](index=81&type=section&id=Item%201.%E2%80%94Legal%20Proceedings) The company is not currently a party to any material pending legal proceedings - In the opinion of management, the company is not currently a party to any material pending legal proceedings[268](index=268&type=chunk) [Risk Factors](index=81&type=section&id=Item%201A.%E2%80%94Risk%20Factors) The company faces significant risks including fuel adoption challenges, RNG business volatility, financial losses, and adverse regulatory changes - **Business Risk:** Success depends on the willingness of fleets to adopt natural gas fuels, which has been slower than anticipated, and on a limited number of engine manufacturers like Cummins[270](index=270&type=chunk)[277](index=277&type=chunk) - **RNG Risk:** The RNG business is dependent on securing sufficient RNG supply and favorable pricing for Environmental Credits (RINs and LCFS), which are volatile and subject to regulatory changes[278](index=278&type=chunk)[281](index=281&type=chunk) - **Regulatory Risk:** California regulations like the Advanced Clean Trucks and Advanced Clean Fleets rules, which mandate a transition to zero-emission vehicles, pose a significant threat by aiming to phase out internal combustion engines[338](index=338&type=chunk)[340](index=340&type=chunk) - **Financial Risk:** The company has a history of losses and may incur more in the future. A sustained decline in stock price could trigger goodwill impairment charges[295](index=295&type=chunk) - **Concentration Risk:** Three equity holders (TotalEnergies, Amazon, Stonepeak) have or could have significant ownership, potentially influencing corporate decisions in ways that may differ from other stockholders' interests[348](index=348&type=chunk)[349](index=349&type=chunk)[350](index=350&type=chunk)[351](index=351&type=chunk) [Other Information](index=107&type=section&id=Item%205.%E2%80%94Other%20Information) Several executive officers adopted Rule 10b5-1 trading plans in Q3 2024, and the board approved new indemnification agreements for directors and officers - In September 2024, CEO Andrew J. Littlefair, CFO Robert M. Vreeland, and SVP Barclay F. Corbus each adopted Rule 10b5-1 trading plans for future sales of company stock[359](index=359&type=chunk)[360](index=360&type=chunk)[361](index=361&type=chunk)[362](index=362&type=chunk) - On November 5, 2024, the board of directors approved a new form of indemnification agreement to be entered into with the company's directors and certain officers[363](index=363&type=chunk)

Exhibit 99.1 Commentary by Andrew J. Littlefair, President and Chief Executive Officer Summary and Review of Results Clean Energy Reports Revenue of $104.9 Million and 59.6 Million RNG Gallons Sold for the Third Quarter of 2024 NEWPORT BEACH, Calif. — (BUSINESS WIRE) — November 6, 2024 — Clean Energy Fuels Corp. (NASDAQ: CLNE) ("Clean Energy" or the "Company") today announced its operating results for the third quarter of 2024. Financial Highlights o Revenue of $104.9 million in Q3 2024 compared to $95.6 mi ...