Clean Energy(US:CLNE)2025-05-08 20:30PART I.—FINANCIAL INFORMATION Financial Statements (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 zero3637192 - 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 20259495176 Note 2: Revenue from Contracts with Customers 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 202441114 Note 3: Investments in Other Entities 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 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 million104 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 construction176179 - 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 revenue182 - 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 facilities213214 Results of Operations 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 assets201 - A goodwill impairment charge of $64.3 million was recognized in Q1 2025, representing the total amount of goodwill on the company's books202 - 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 prices196 Liquidity and Capital Resources 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 million219 - 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 development221222 Quantitative and Qualitative Disclosures about Market Risk 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 2025229230 - 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 million234 - As of March 31, 2025, the company had no debt that bears a variable rate of interest, mitigating near-term interest rate risk235 Controls and Procedures 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, 2025237 - 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 controls239 PART II.—OTHER INFORMATION Legal Proceedings 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 material243 Risk Factors 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 growth245 - 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 partner251 - 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 engines291297303 Unregistered Sales of Equity Securities and Use of Proceeds 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 The company reported no defaults upon senior securities during the period - None320 Mine Safety Disclosures The company reported no mine safety disclosures - None321 Other Information The company reported no other information under this item - None322 Exhibits 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 certifications325