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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (this discussion, as well as discussions under the same heading in our other periodic reports, are referred to as the “MD&A”) should be read together with our audited consolidated financial statements and the related notes included in this report, and all cross references to notes included in this MD&A refer to the identified note in such consolidated financial statements. This section of the Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons of 2024 to 2023. Discussions of 2022 items and year-to-year comparisons of 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024.

Cautionary Note Regarding Forward-Looking Statements

This MD&A contains forward-looking statements. See the discussion about these statements under “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this report.

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Overview

We are North America’s leading provider of the cleanest fuel for the transportation market, based on the number of stations operated and the amount of gasoline gallon equivalents (“GGEs”) of renewable natural gas (“RNG”) and conventional natural gas sold. We calculate one GGE to equal 125,000 British Thermal Units (“BTUs”) and, as such, one million BTUs (“MMBTU”) equals eight GGEs. Through our sales of RNG, which is derived from biogenic methane produced by the breakdown of organic waste, we help thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, reduce their amount of climate-harming greenhouse gases (“GHG”) from 60% to over 400% based on determinations by the California Air Resources Board (“CARB”), depending on the source of the RNG, while also reducing criteria pollutants such as Nitrogen Oxides, or NOx. RNG is either delivered as compressed natural gas (“CNG”) or liquefied natural gas (“LNG”).

As a clean energy solutions provider, we supply RNG (sourced from third party sources and from our anaerobic digester gas (“ADG”) RNG joint venture project with TotalEnergies S.E. (the “DR JV”) (see Note 3)) and conventional natural gas (sourced from third party suppliers), in the form of CNG and LNG, for medium and heavy-duty vehicles; design and build, as well as operate and maintain (“O&M”), public and private vehicle fueling stations in the United States (“U.S.”) and Canada; develop and own dairy anaerobic digester gas (“ADG”) RNG production facilities; sell and service compressors and other equipment used in RNG production and at fueling stations; transport and sell RNG and conventional natural gas via “virtual” natural gas pipelines and interconnects; sell U.S. federal, state and local government credits (collectively, “Environmental Credits”) we generate by selling RNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtain federal, state and local tax credits, grants and incentives.

At present, we see the best use of RNG as a replacement for fossil-based fuel in the transportation sector. We believe the most attractive market for RNG is U.S. heavy-duty Class 8 trucking and, based on information from the American Trucking Association and our own internal estimates, we believe there are approximately 4.1 million Class 8 heavy-duty trucks operating in the U.S. that use over 40 billion gallons of fuel per year. As of December 31, 2024, we deliver RNG to the transportation market through 582 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 25 fueling stations in Canada as of December 31, 2024.

Critically, to generate the valuable Environmental Credits, RNG must be placed in vehicle fuel tanks. We believe our stations and customer relationships allow us to deliver substantially more RNG to vehicle operators than any other participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our competitors combined. As of December 31, 2024, we served over 1,000 fleet customers operating over 50,000 vehicles on our fuels.

Longer term, we plan to expand availability of hydrogen fuel for vehicle fleets. As operators deploy more hydrogen powered vehicles, we can modify our fueling stations to reform our RNG and deliver clean hydrogen to customers. We also believe our RNG can be used to generate clean electricity to power electric vehicles, and we have the capability to add electric vehicle charging at our station sites, although the cost of adding electric vehicle charging capacity may be significant.

Impact of COVID-19, Inflation, Labor Shortage, Material Availability and Interest Rate

The COVID-19 pandemic had an adverse effect on the volume of our sales, which we saw bottom in the second quarter of 2020. The subsequent surge in cases driven by the omicron variant negatively affected the demand recovery for our vehicle fuels in the first quarter of 2022. Since that time, we have seen improvement in volumes in all customer markets, and the residual effects of the COVID-19 pandemic have not been a significant headwind to our business operations. For more information, see “Risk Factors” in Part I, Item 1A of this report.

In recent periods, we have experienced increases in commodity and supply chain costs due to inflationary pressures. Additionally, effects stemming from disruptions in labor supply and in supply chains, leading to shortages of certain

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materials and equipment and higher labor costs that have continued to linger to some extent. The future duration and extent of these pressures and effects are difficult to predict. Although we have partially offset these increased costs through price increases for our products and services, our efforts to manage the current inflationary pressure and to recover inflation-based cost increases from our customers may be hampered by the structure of our contracts as well as the competitive and economic conditions of the markets in which we serve. For more information, see “Risk Factors” in Part I, Item 1A of this report.

As of December 31, 2024, the majority of our debt outstanding represents a long-term loan bearing a fixed rate of interest. Changes in market interest rates do not affect the interest expense incurred from this outstanding long-term debt instrument. However, changes in market interest rates may affect the interest rate and corresponding interest expense on any new issuance of short-term and long-term debt securities. See “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 7A of this report for more information.

We believe we have sufficient liquidity to support business operations through this volatile period, including total cash and cash equivalents and short-term investments of $217.5 million, excluding current portion of restricted cash, as of December 31, 2024 and $1.0 million of current debt.

Performance Overview

This performance overview discusses matters on which our management focuses in evaluating our financial condition and our operating results.

Sources of Revenue

The following table presents our sources of revenue:

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​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Year Ended December 31,

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Product revenue(1): ​ ​ ​ ​ ​ ​ ​ ​ ​

Volume-related(2) ​ ​ ​ ​ ​ ​ ​ ​ ​

Change in fair value of derivative instruments(4) ​ ​ 0.5 ​ ​ (0.2) ​ ​ (0.1)

LCFS Credits ​ ​ 12.6 ​ ​ 9.9 ​ ​ 9.9

Total volume-related product revenue ​ ​ 350.7 ​ ​ 343.5 ​ ​ 331.5

Station construction sales ​ ​ 22.3 ​ ​ 26.4 ​ ​ 25.2

Service revenue(7): ​ ​ ​ ​ ​ ​ ​ ​ ​

Volume-related, O&M services ​ ​ 45.9 ​ ​ 52.7 ​ ​ 56.9

Other services ​ ​ 1.3 ​ ​ 2.6 ​ ​ 2.3

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Key Operating Data

In evaluating our operating performance, we focus primarily on: (1) the amount of total fuel volume we sell to our customers with particular focus on RNG volume as a subset of total fuel volume, (2) O&M services volume dispensed at facilities we do not own but where we provide O&M services on a per-gallon or fixed fee basis, (3) our station construction cost of sales, and (4) net income (loss) attributable to us. The following tables present our key operating data for the years ended December 31, 2022, 2023 and 2024. Certain gallons are included in both fuel and service volumes when the Company sells fuel (product revenue) to a customer and provides maintenance services (service revenue) to the same customer.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Year Ended

Fuel volume, GGEs(1) sold (in millions), ​ December 31,

correlating to total volume-related product revenue 2022 2023 2024

Conventional natural gas ​ 69.6 ​ ​ 62.5 ​ ​ 60.8

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​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Year Ended

O&M services volume, GGEs(1) serviced (in millions), ​ December 31,

correlating to volume-related O&M services revenue 2022 2023 2024

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​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Year Ended

​ ​ December 31,

Station construction cost of sales ​ $ 19.4 ​ $ 24.4 ​ $ 24.4

2023 – 2024 Key Developments

TotalEnergies Joint Venture. In the first quarter of 2023, the DR JV began producing RNG and made its first injection into the natural gas pipeline; since then, the production of RNG at the DR JV has continued to ramp up. On June 27, 2023, the DR JV issued a capital call for $11.0 million of additional funding, requiring TotalEnergies and the Company each to contribute $5.5 million. On June 28, 2023, the Company contributed $5.5 million and advanced $5.5 million to the DR JV. The $5.5 million advance was subsequently refunded to the Company by the DR JV in December 2023. Funds from the capital call were primarily used to fund required loan reserves and to paydown outstanding liabilities of the DR JV. bp Joint Venture. The RNG production facility at Drumgoon Dairy was placed into service in the fourth quarter of 2023. This

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RNG project is designed to supply approximately 1.7 million GGEs of RNG annually when at full capacity. As of December 31, 2024, there were five RNG projects in the bp Joint Venture (“bpJV”) that were completed. All RNG produced from projects in the bpJV will be available to us for sale as vehicle fuel pursuant to our existing marketing agreement with bp.

In connection with the capital call issued by the bpJV in December 2021, on June 30, 2022, we paid the remaining outstanding contribution balance of $51.6 million to the bpJV and satisfied our capital contribution commitment under this capital call. On March 30, 2022, the bpJV issued a capital call in the amount of $76.2 million, and, on September 30, 2022, we and bp each contributed $38.1 million to the bpJV in connection with this capital call. On December 20, 2023, the bpJV issued a capital call in the amount of $135.9 million, and, on December 28, 2023, we and bp each contributed $67.95 million to the bpJV. Proceeds from these capital calls are used to develop ADG RNG projects and to fund bpJV’s working capital needs.

Tourmaline Joint Development. On April 18, 2023, we and Tourmaline Oil Corp. (“Tourmaline”) announced a CAD $70 million Joint Development Agreement (the “Tourmaline JDA”) to build and operate a network of CNG stations along key highway corridors across Western Canada. Under a 50-50 shared investment, the construction of these CNG fueling stations will allow heavy-duty trucks and other commercial transportation fleets that operate in the area to transition to the use of CNG, a lower carbon alternative to gasoline and diesel. We are operating a CNG fueling station in Edmonton, Alberta, as part of the Tourmaline JDA and have opened two more stations in the municipalities of Calgary and Grande Prairie in Alberta. We expect to open additional CNG fueling stations in Chilliwack and Kamloops in British Columbia and Fort McMurray in Alberta in 2025, with additional locations being evaluated.

Winter 2022–2023 California Natural Gas Prices. From December 2022 to February 2023, the wholesale prices of natural gas in California spiked to historic levels. The January 2023 monthly index for Southern California settled at $54.31, and Henry Hub settled at $4.71, or 11.5 times higher than the industry benchmark index. December 2022 and February 2023 bookended the historic spike with the Southern California monthly index settled at $15.11 and $13.21, respectively, while Henry Hub settled at $6.71 and $3.11, respectively. These settlement prices reflect the monthly index established during the week leading up to the actual delivery month, also known as the bidweek. Drivers of the price increase were a combination of record below normal temperatures, production freeze-offs, pipeline maintenance, and an accelerated depletion of stored natural gas reserves. As a result, we experienced significantly higher gas supply costs, which affected our fueling stations in California in January 2023 and into February 2023. Although we have partially offset the increased costs through price increases from our customers, not all increased costs were recovered due to the competitive nature and market dynamics of the markets in which we serve. We estimate that the natural gas price spike in California from December 2022 to February 2023 resulted in a reduction in gross profit of approximately $10.0 million for the three months ended March 31, 2023. Since then, we have seen wholesale prices of natural gas in California largely revert to normal levels.

South Fork Dairy Farm Project. On April 10, 2023, an accident resulted in a fire at the South Fork Dairy farm in Dimmitt, Texas, the location of one of our consolidated ADG RNG projects under development. The fire killed the dairy cows and burned down the milking facilities. Our partner, South Fork Dairy, is rebuilding the dairy farm and replenishing the dairy cattle. At the time of the incident, we had not commenced onsite construction activities. Rebuilding efforts were initiated in late 2023. Since then, we have begun to prepare for the construction of the ADG RNG project. In July 2024, the Company broke ground on construction of the RNG production facility at South Fork Farm Dairy. The construction of the digesters and processing plant is expected to be completed in 2025 at a cost of approximately $85 million, which will be home to a 16,000-cow herd with an anticipated 2.6 million GGEs of RNG to be produced annually.

EPA Renewable Fuels Standard Update. On June 21, 2023, the Environmental Protection Agency (“EPA”) announced a final rule to establish the renewable volume obligation (“RVO”) for 2023 through 2025, increasing the RVO demand targets by an average of approximately 30% per year over the next three years. We believe this action by the EPA is constructive to the development and use of RNG as a low-carbon fuel for the transportation sector.

Stonepeak Credit Agreement. On December 12, 2023, we entered into a six-year $300 million senior secured first lien term loan (as amended, supplement or otherwise modified, the “Stonepeak Credit Agreement”) with the lenders from time to time party thereto, including certain affiliates of Stonepeak Partners LP (“Stonepeak Partners”), and Alter Domus

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Products Corp., as the administrative agent for the lenders and collateral agent for the secured parties. The Stonepeak Credit Agreement also provides for a two-year delayed draw term loan commitment of an additional $100 million. In addition to repaying existing loans, the Stonepeak Credit Agreement will provide us with capital for new RNG production facilities, as well as the expansion of our fueling infrastructure targeting the heavy-duty truck market. In connection with this transaction, we issued warrants to Stonepeak (the “Stonepeak Warrant”) providing the right to purchase 10 million shares of common stock at an exercise price of $5.50 per share and 10 million shares of common stock at an exercise price of $6.50 per share. The Stonepeak Warrant expires on June 15, 2032 and is exercisable at any time after December 12, 2025. See Note 11 for more information about our outstanding debt and Note 12 for additional information about the Stonepeak Warrant.

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AFTC. The IRA reinstated and extended the AFTC incentive for three years through December 31, 2024, which expired on December 31, 2024. Additionally, the executive order issued by President Trump in January 2025 has paused disbursement of certain funds under the IRA and there can be no assurance that we will be able to continue to benefit from AFTC in the future.

Joint Development Agreement with Maas Energy Works, LLC. In May 2024, we entered into a joint development agreement (the “Maas JDA”) with Maas Energy Works, LLC (“Maas”) that granted us exclusive rights to acquire, fund and participate in the development of certain ADG RNG production projects at dairy farms. Pursuant to the Maas JDA, we have the option to exercise our exclusive development rights with respect to these projects subject to our due diligence. We will record all the associated income/loss in earnings until a certain rate of return is achieved and then receive 49% of the income/loss in earnings with Maas receiving 51%. We contemplate investing up to $132.0 million of equity capital in production projects in connection with the Maas joint development. RNG produced from the ADG RNG project(s) will be available to us for sale as vehicle fuel. As of December 31, 2024, the Company has invested $33.8 million to the Project LLC.

East Valley Dairy Farm Bankruptcy. In April 2024, the dairy farm partner to an ADG RNG production project located in East Valley, Idaho that is currently under construction by the 50-50 joint venture between us and BP Products North America Inc. (the “bpJV”) filed for Chapter 11 bankruptcy protection in the Bankruptcy Court for the District of Idaho (the “Bankruptcy Court”). The bpJV is party to contracts with the dairy farm partner to lease land and to receive manure feedstock for the ADG RNG production facility currently in construction.

The dairy farm partner, in accordance with the Bankruptcy Code, had the exclusive right to propose a plan of reorganization for a limited period of time (the “Exclusivity Period”). In December 2024, the Exclusivity Period expired and was not extended. As a result, creditors of the dairy farm partner became eligible to submit competing plans of reorganization.

In February 2025, the dairy farm partner filed a second amended Chapter 11 bankruptcy plan of reorganization, amending the previous Chapter 11 bankruptcy plan of reorganization filed in December 2024 (the “Plan of Reorganization”), which proposes to accept and continue to perform under the contracts with the bpJV. However, the Plan of Reorganization has not been solicited to creditors or confirmed by the Bankruptcy Court. A secured creditor of the dairy farm has filed a competing plan of reorganization, which also contemplates the acceptance and performance of the contracts with the bpJV in most scenarios. This competing plan of reorganization has also not been solicited to creditors or confirmed by the Bankruptcy Court.

At present, substantial uncertainty exists and a wide range of potential outcomes are possible, including taking a loss of a substantial part of our investment due to the outcome of the proceedings. The Company is gathering facts, closely monitoring the bankruptcy proceedings, and assessing possible future developments and alternatives and the bankruptcy’s potential impact on our business, financial condition or results of operations.

Pilot Fueling Station Equipment Removal. In January 2025, we received notice of non-renewal from Pilot Travel Centers, LLC (“Pilot”) of the Liquified Natural Gas Fueling Station and LNG Master Sales Agreement, dated August 2, 2010, which will expire in August 2025 per its terms. If a new agreement is not reached, the Company would abandon and remove its assets located at 55 Pilot stations. In connection with the potential removal of station equipment and site improvements, the Company may recognize up to approximately $55.0 million in accelerated depreciation expense

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relating to the change in depreciable life of the 55 station assets. Amounts associated with the accelerated depreciation expense would be included in “Depreciation and amortization” at the time the Company decides to abandon the station assets.

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Debt Level and Debt Compliance

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As of December 31, 2024, we had total indebtedness, excluding finance lease obligations, of $300.2 million in principal amount, of which $0.1 million is expected to become due in 2025. Certain of the agreements governing our outstanding debt, which are discussed in Note 11, have certain financial and non-financial covenants with which we must comply. As of December 31, 2024, we were in compliance with all of these covenants.

Key Trends

Market for RNG and conventional natural gas as a Vehicle Fuel

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According to CARB, RNG and conventional natural gas are cleaner than gasoline and diesel fuel based on the GHG emissions produced by vehicles operated by these fuels. Additionally, RNG and conventional natural gas are generally less expensive for vehicle operators than gasoline and diesel on an energy equivalent basis. According to the U.S. Energy Information Administration, demand for renewable and conventional natural gas fuels in the U.S. has increased in recent years and is expected to continue to increase. We expect our sales of RNG and conventional natural gas to grow as more companies look to operate in an increasingly sustainable way. In addition to pressure from politicians, regulators and non-governmental organizations, the investment community has dramatically increased demands on companies to diminish their contributions to climate change. We believe that RNG is the best tool available today to reduce climate-harming GHG and meet sustainability objectives.

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The market for our vehicle fuels, however, is a relatively new and developing market. As a result, it is difficult to accurately predict demand for our vehicle fuels, in general and in any specific geographic and customer markets, and consequently our timing and level of investment in particular markets may not be consistent with any growth in demand in these markets. Further, the new and developing nature of the market for our vehicle fuels has led to slow, volatile or unpredictable growth in many sectors. For example, to date, adoption and deployment of natural gas vehicles, both in general and in certain of our key customer markets, including heavy-duty trucking, have been slower than we anticipated.

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We believe challenging market conditions are caused by a number of factors, including the following:

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In spite of these market conditions, we believe our key customer markets, including heavy-duty trucking, airports, refuse, and public transit, are well-suited for the adoption of our vehicle fuels because they consume relatively high volumes of fuel, refuel at centralized locations or along well-defined routes and/or are facing increasingly stringent emissions or other environmental requirements. We also expect the lower GHG emissions associated with our RNG vehicle fuel will result in increased demand for this fuel, resulting in our continued delivery of increasing volumes of RNG to our vehicle fleet customers. Additionally, we anticipate that, over time, cities and communities in the U.S. and Canada will follow large cities in Europe in banning diesel vehicles. If these projections materialize, we believe there will be growth in the consumption of our vehicle fuels in our key customer and geographic markets, and our goal is to capitalize on this growth if and when it materializes. In that event, we expect our operating costs and capital expenditures would increase in connection with any growth of our business in the future.

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Our Performance

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Overview. Our gross revenue mostly consists of volume-related product and service revenue and station construction sales. Our revenue can vary between periods due to a variety of factors, including, among others, the amount and timing of vehicle fuel sales, natural gas commodity prices, station construction sales, sales of Environmental Credits, and recognition of government credits, grants and incentives, such as AFTC, which expired on December 31, 2024 and has not been renewed. In addition, our volume-related product revenue has been subject to fluctuations as a result of our entry into certain commodity swap arrangements in October 2018 and ended in June 2024, because the changes in fair value of these and certain other derivative instruments, including existing and anticipated fueling contracts under our Zero Now truck financing program, are included in volume-related product revenue. Furthermore, our volume-related product revenue has been affected by the Amazon Warrant Charges resulting from immediate vesting of a portion of the Amazon Warrant and subsequent vesting associated with fuel purchases made by Amazon and its affiliates.

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Our cost of sales can also vary between periods due to a variety of factors, including fluctuations in natural gas commodity prices, station construction and labor costs, as well as the other factors that impact our revenue levels described above.

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In addition, our performance in certain periods has been affected by transactions or events that have resulted in significant cash or non-cash gains or losses. Such gains or losses may not recur regularly, in the same amounts or at all in future periods and, with respect to non-cash gains and losses, do not impact our liquidity.

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These significant fluctuations in our operating results may render period-to-period comparisons less meaningful, especially given the current uncertainties relating to macro-economic growth and inflation trends, and investors in our securities should not rely on the results of one period as an indicator of performance in any other period. Additionally, these fluctuations in our operating results could cause our performance in any period to fall below the financial guidance we may have provided to the public or the estimates and projections of the investment community, which could negatively affect the price of our common stock.

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See “Results of Operations” below for more information about our performance in 2023 and 2024.

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Fuel Volume. The amount of RNG and conventional natural gas, in the form of CNG and LNG, that we sold increased by 3.3% from 2023 to 2024 primarily due to an increase in economic activities and travel generally and growth in our key customer markets.

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The amount of RNG we sell as vehicle fuel, which is delivered in the form of CNG or LNG, has continued to experience robust growth, and increased by 4.9% from 2023 to 2024. We believe the increased demand for RNG is attributable to the belief in the dramatic reduction in the amount of climate-harming GHG that can be achieved through the use of RNG and pressure from politicians, regulators, non-governmental organizations and the investment community directed at companies to reduce their contributions to GHG emissions. To the extent demand for RNG continues to increase, we expect our joint ventures with TotalEnergies and bp and our expanded supply agreements to increase our volume-related product revenue due to increased volumes of RNG vehicle fuel sold and increased generation of RINs and LCFS Credits. In addition, such an increase in RNG demand could also result in more robust competition for supplies of RNG, including from other vehicle fuel providers, gas utilities (which may have distinct advantages in accessing RNG supply, including potential use of ratepayer funds to fund RNG purchases if approved by a utility’s regulatory commission) and other users and providers. We expect to invest in production projects to help ensure that we have adequate supply of RNG, and we are pursuing development and ownership of livestock waste ADG projects on our own and with partners including TotalEnergies and bp.

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Environmental Credits. When we sell RNG for use as a vehicle fuel, we are eligible to generate RINs and LCFS Credits, which we then seek to sell to third parties.

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The markets for RINs and LCFS Credits have been volatile and unpredictable in recent periods, and the prices for these credits have been subject to significant fluctuations. For example, in 2024, market prices for RINs have been as high as $3.57 and as low as $2.08. Additionally, the value of RINs and LCFS Credits, and consequently the revenue levels we may receive from our sale of these credits, may be adversely affected by changes to the federal and state programs under which these credits are generated and sold, prices for and use of oil, diesel or gasoline, the inclusion of additional qualifying fuels in the programs, increased production levels of other fuels in the programs, or other conditions. See the risks discussed under “Our business is influenced by environmental, tax and other government regulations, programs and incentives that promote our vehicle fuels, and their modification or repeal could negatively affect our business,” in Part I, Item 1A of this report for more information. Further, our ability to generate revenue from sales of these credits depends on our strict compliance with these federal and state programs, which are complex and can involve a significant degree of judgment. If the agencies that administer and enforce these programs disagree with our judgments, otherwise determine we are not in compliance, conduct reviews of our activities or make changes to the programs, then our ability to generate or sell these credits could be temporarily restricted pending completion of reviews or as a penalty, permanently limited or lost entirely, and we could be subject to fines or other sanctions. Any of these outcomes could force us to purchase credits in the open market to cover any credits we have contracted to sell, retire credits we may have generated but not yet sold, reduce or eliminate a significant revenue stream or incur substantial additional and unplanned expenses.

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Risk Management Activities

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From time to time, we enter into fuel sales contracts that require us to sell CNG or LNG to our customers at a fixed price. These contracts expose us to the risk that the price of natural gas commodity may increase above the natural gas commodity cost component included in the price at which we are committed to sell the natural gas to our customers.

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In an effort to mitigate the volatility of our earnings related to any futures contracts and to reduce our risk related to our fixed price sales contracts, we operate under a policy pursuant to which we purchase future physical delivery, fixed price contracts to hedge our exposure to variability in expected future cash flows related to a particular fixed price contract or bid. Subject to the conditions set forth in the policy, we purchase physical delivery fixed price contracts in quantities reasonably expected to effectively hedge our exposure to cash flow variability related to fixed price sales contracts entered into after the date of the policy.

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Unless otherwise agreed in advance by our Board of Directors and the derivatives committee thereof, we will conduct our futures contract activities and enter into fixed price sales contracts only in accordance with our policy.

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Due to the restrictions of our policy, we expect to offer few fixed price sales contracts to our customers. If we do offer a fixed price sales contract, we anticipate including a price component that would cover our estimated cash requirements over the duration of the future physical delivery fixed price contracts. The amount of this price component will vary based on the anticipated volume and the natural gas price component to be covered under the fixed price sales contract.

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In October 2018, in support of our Zero Now truck financing program, we executed two commodity swap contracts with TotalEnergies Gas & Power North America, an affiliate of TotalEnergies, for a total of five million diesel gallons annually from April 1, 2019 to June 30, 2024. These commodity swap contracts were intended to manage risks related to the diesel-to-natural gas price spread in connection with the natural gas fuel supply commitments we have made and expect to make in our current and anticipated fueling agreements with fleet operators that participate in the Zero Now program.

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Critical Accounting Policies and Estimates

This discussion is based upon our consolidated financial statements included in this report, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates and may result in material effects on our operating results and financial position.

We believe the critical accounting policies discussed below affect our more significant estimates made in preparing our consolidated financial statements. See Notes 1 and 2 for more information about these and our other significant accounting policies.

Revenue Recognition

In general, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration to which we expect to be entitled in exchange for the goods or services. To achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when we satisfy the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition.

We recognize revenue on various products and services.

Our volume-related product revenue consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, AFTC incentives, and sales of RINs and LCFS Credits in addition to Amazon Warrant Charges (as defined in Note 12) and changes in fair value of our derivative instruments.

RNG and conventional natural gas are sold pursuant to contractual commitments over defined delivery periods. These contracts typically include a stand-ready obligation to supply natural gas. We recognize fuel revenue in the amount to which we have the right to invoice. We have a right to consideration based on the amount of GGEs of fuel dispensed by the customer and current pricing conditions. Customers are typically billed on a monthly basis. Since payment terms are less than a year, we have elected the practical expedient which allows us to not assess whether a customer contract has a significant financing component.

Our service revenue consists of sales of O&M and other services. O&M and other services are sold pursuant to contractual commitments over defined performance periods. These contracts typically include a stand-ready obligation to provide O&M and/or other services based on a committed and agreed upon routine maintenance schedule or when and if called upon by the customer.

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We recognize O&M and other services revenue in the amount to which we have the right to invoice. We have a right to consideration based on services rendered or on the amount of GGEs of fuel dispensed by the customer multiplied by an agreed-upon rate. Customers are typically billed on a monthly basis. Since payment terms are less than a year, we have elected the practical expedient which allows us to not assess whether a customer contract has a significant financing component.

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We sell RIN Credits and LCFS Credits to third parties that need the credits to comply with federal and state requirements. Revenue is recognized on these credits when there is an agreement in place to monetize the credits at a determinable price and the RNG fuel has been sold. The sales price for some environmental credit transactions may not be determinable in the period during which the RNG was sold as pricing is established in the quarter after the RNG was sold. In these circumstances, revenue from RIN and LCFS credits is recognized once the sales price has been established and therefore is considered determinable.

Changes in fair value of derivative instruments relates to our commodity swap and certain customer fueling contracts under our Zero Now truck financing program. The contracts are measured at fair value with changes in the fair value recorded in our consolidated statements of operations in the period incurred. The amounts are classified as revenue because our commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from existing and anticipated customer fueling contracts under our Zero Now truck financing program.

Amazon Warrant Charges are determined based on the grant date fair value of the award, and the associated non-cash stock-based sales incentive charges, which are recorded as a reduction of revenue, are recognized as the customer purchases fuel and vesting conditions become probable of being achieved. See Note 1 for additional information.

Station construction contracts are generally short-term, except for certain larger and more complex stations, which can take up to 24 months to complete. For most of our station construction contracts, the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single station. Hence, the entire contract is accounted for as one performance obligation.

We recognize station construction revenue over time as we perform under these contracts because of the continual transfer of control of the goods to the customer, who typically controls the work in process. Revenue is recognized based on the extent of progress towards completion of the performance obligation and is recorded proportionally as costs are incurred. Costs to fulfill our obligations under these contracts typically include labor, materials and subcontractors’ costs, other direct costs and an allocation of indirect costs.

Refinements of estimates to account for changing conditions and new developments are continuous and characteristic of the process. Many factors that can affect contract profitability may change during the performance period of the contract, including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. Because a significant change in one or more of these estimates could affect the profitability of these contracts, the contract price and cost estimates are reviewed periodically as work progresses and adjustments proportionate to the cost-to-cost measure of progress are reflected in contract revenues in the reporting period when such estimates are revised as discussed above. Provisions for estimated losses on uncompleted contracts are recorded in the period in which the losses become known.

In certain contracts with our customers, we agree to provide multiple goods or services, including construction of and sale of a station, O&M services, and sale of fuel to the customer. These contracts have multiple performance obligations because the promise to transfer each separate good or service is separately identifiable and distinct. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue recognized in one or more periods.

We allocate the contract price to each performance obligation using best estimates of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate the standalone selling price for fuel and O&M services is observable standalone sales, and the primary method used to estimate the standalone selling price for station construction sales is the expected cost plus a margin approach because we sell customized customer-specific

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solutions. Under this approach, we forecast expected costs of satisfying a performance obligation and then add an appropriate margin for the good or service.

AFTC is considered variable consideration because it can either increase or decrease the transaction price based on volumes of vehicle fuel sold. Additionally, AFTC is not recognized as revenue until it is authorized through federal legislation, which also provides a determinable price. We recognize revenue in the period the credit is authorized through federal legislation.

We collect and remit taxes assessed by various governmental authorities that are imposed on and concurrent with revenue-producing transactions between us and our customers. These taxes may include, among others, fuel, sales and value-added taxes. We report the collection of these taxes on a net basis and they are excluded from revenue and cost of sales.

Fair Value Measurements

We have established a framework that follows the authoritative guidance for fair value measurements with respect to assets and liabilities that are measured at fair value on a recurring basis and non-recurring basis. Under the framework, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The framework also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability and are developed based upon the best information available in the circumstances. The hierarchy consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Impairment of Goodwill and Long-Lived Assets

​

Goodwill represents the excess of costs incurred over the fair value of the net assets of acquired businesses. We assess our goodwill using either a qualitative or quantitative approach to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying value. We are required to use judgment when applying the goodwill impairment test, including, among other considerations, the identification of reporting unit(s), the assessment of qualitative factors, and the estimation of fair value of a reporting unit in the quantitative approach. We determined that we are a single reporting unit for the purpose of performing the goodwill impairment test. We perform the impairment test annually on October 1st, or more frequently if facts or circumstances change that would indicate that the carrying amount may be impaired.

​

The qualitative goodwill assessment includes the potential effect on a reporting unit’s fair value of certain events and circumstances, including its enterprise value, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-specific events. If it is determined, based upon the qualitative assessment, that it is more likely than not that the reporting unit’s fair value is less than its carrying amount, then a quantitative impairment test is performed. Alternatively, we may bypass the qualitative assessment for a reporting unit and directly perform the quantitative goodwill impairment test.

​

The quantitative goodwill impairment test estimates the reporting unit's fair value based on its market value of invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions in comparable industry and market sectors as those in which the Company operates. The estimates, including the estimation methodology, used to determine the fair value of the reporting unit may change based on results of operations,

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macroeconomic conditions, stock price fluctuations or other factors. Changes in these estimates could materially affect our assessment of the fair value and goodwill impairment for the reporting unit.

​

In 2024, we bypassed the qualitative assessment and directly perform the quantitative goodwill impairment test on October 1, 2024, for our single reporting unit, as described above, due to a decline in the market price of our common stock, which resulted in a fair value, based on its market value of invested capital plus a market participant acquisition premium, that exceeded carrying value by 16% or $165.1 million.

​

Due to a decline in the market price of our common stock subsequent to October 1, 2024, we performed an interim quantitative goodwill impairment test as of December 31, 2024 for our single reporting unit as described above, which resulted in a fair value, based on its market value of invested capital plus a market participant acquisition premium, that exceeded carrying value by 4% or $39.8 million.

​

Since December 31, 2024, our stock price has increased from the price at December 31, 2024, increasing our market capitalization. As such, we determined that declines experienced in 2024 are not currently sustained. We have not identified other events or circumstances that would more likely than not reduce the fair value of our reporting unit to below its carrying value on a sustained basis. As such, we believe the reporting unit’s goodwill as of December 31, 2024 was not impaired. It is possible that our goodwill could become impaired if we determine in a subsequent period that the fair value of our reporting unit was less than its carrying amount on a sustained basis, which could result in a material charge and adversely affect our results of operations.

​

We had also performed interim quantitative goodwill impairment tests as of March 31, 2024, June 30, 2024, and September 30, 2024 for the single reporting unit. Each of the tests performed indicated that the fair value of the reporting unit exceeded its carrying value.

​

We review the carrying value of our long-lived assets, including property and equipment and intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Events that could result in an impairment review include, among others, a significant decrease in the operating performance of a long-lived asset or asset group or the decision to close a fueling station. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. An impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value. The fair value of the asset or asset group is based on estimated discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk. The estimate of future cash flows requires management to make assumptions and to apply judgment, including forecasting future sales and expenses and estimating useful lives of the assets. These estimates can be affected by a number of factors, including, among others, future results, demand and economic conditions, many of which can be difficult to predict.

​

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements.

See Note 1 for information about recently adopted accounting pronouncements and recently issued accounting pronouncements.

Results of Operations

The discussions below compare our results of operations in 2024 and 2023. Historical results are not indicative of the results to be expected in the current period or any future period.

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2024 Compared to 2023

The table below presents, for each period, each line item of our statement of operations as a percentage of our total revenue for the period. The narrative that follows provides a comparative discussion of certain of these line items between periods.

​ ​ ​ ​ ​ ​

​ ​ Year Ended

​ ​ December 31, ​

Statements of Operations Data: ​

Revenue: ​

Operating expenses: ​

Product cost of sales 72.9 60.0 ​

Service cost of sales 7.9 9.1 ​

Selling, general and administrative 26.4 26.9 ​

Depreciation and amortization 10.7 10.8 ​

Impairment of Investments in Equity Securities — 1.9 ​

Operating loss (18.0) (8.7) ​

Interest expense (5.4) (7.7) ​

Interest income 2.6 3.4 ​

Other income (expense), net — — ​

Loss from equity method investments (2.9) (6.4) ​

Loss before income taxes (23.7) (19.4) ​

Income tax (expense) benefit 0.1 (0.6) ​

Loss attributable to noncontrolling interest 0.1 0.1 ​

Net loss attributable to Clean Energy Fuels Corp. (23.5) % (19.9) %

​

Product revenue. Product revenue for 2024 decreased by $13.1 million to $356.7 million, representing 85.8% of total revenue, compared to $369.8 million, representing 87.0% of total revenue, for 2023. The decrease was primarily due to lower average prices on fuel sold driven by a decrease in the prices of natural gas, along with a $0.2 million increase in non-cash stock-based sales incentive contra-revenue charges relating to the Amazon Warrant driven by higher customer fuel purchases, partially offset by an increase in total GGEs of fuel sold, resulting in a $28.1 million net decrease in fuel sales in 2024 compared to 2023. In addition, a decrease in station construction sales of $1.2 million resulting from decreased construction activities also contributed to the decrease in product revenue in 2024 compared to 2023. The decrease in product revenue between periods was partially offset by (1) an increase in RIN revenue of $13.1 million primarily resulting from higher average RIN prices and higher share of RIN values in 2024 when compared to those in 2023, (2) an increase in AFTC revenue of $2.9 million due to higher fuel volumes in 2024 compared to 2023, (3) an increase in LCFS revenue of $0.1 million primarily resulting from increased LCFS revenue sharing with customers in 2024 when compared to those in 2023, partially offset by lower average LCFS prices, and (4) a change in fair value of our commodity swap and customer contracts entered into in connection with our Zero Now truck financing program, as we recognized an unrealized loss of $0.1 million in 2024 compared to an unrealized loss of $0.2 million in 2023.

Service revenue. Service revenue for 2024 increased $3.9 million to $59.2 million, representing 14.2% of total revenue, compared to $55.3 million, representing 13.0% of total revenue, for 2023. The increase was primarily due to an increase in GGEs serviced in 2024 when compared to those in 2023.

Product cost of sales. Product cost of sales for 2024 decreased by $60.3 million to $249.6 million, representing 60.0% of total revenue, from $309.9 million, representing 72.9% of total revenue, in 2023. The decrease was primarily due to

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lower average prices of natural gas in 2024 compared to 2023. In 2023, there was a significant rise in cost of natural gas in California during January and February. The effects of lower natural gas prices in 2024 were partially offset by an increase in GGEs of fuel sold.

Service cost of sales. Service cost of sales for 2024 increased by $4.2 million to $37.9 million, representing 9.1% of total revenue, from $33.7 million, representing 7.9% of total revenue, in 2023. The increase was primarily due to an increase in GGEs serviced in 2024 when compared to those serviced in 2023.

Selling, general and administrative. Selling, general and administrative expenses decreased by $0.5 million to $111.8 million in 2024, from $112.3 million in 2023. The decrease was mostly driven by a $12.5 million decrease in stock-based compensation expense due to current year vesting and forfeiture of equity awards granted in prior years, partially offset by equity awards granted in the current year, partially offset by a $5.4 million increase in salaries and benefits as a result of higher headcount and a $6.6 million increase in general business, selling and administrative expenses.

Depreciation and amortization. Depreciation and amortization decreased by $1.0 million to $44.7 million in 2024, from $45.7 million in 2023. The decrease was primarily due to more assets being fully depreciated partially offset by higher amount of depreciable assets.

Impairment of Investments in Equity Securities. Impairment of Investments in equity securities increased by $8.1 million to $8.1 million in 2024, from $0.0 million in 2023. The impairment was primarily due to the investee’s deteriorating financial results in late 2024.

Interest expense. Interest expense increased by $9.3 million to $32.2 million in 2024 from $22.9 million in 2023, primarily due to (1) a 11.5 million increase due to higher outstanding indebtedness, (2) a $3.2 million increase due to higher amortization of debt discount and issuance costs, partially offset by a $5.4 million debt extinguishment loss relating to extinguishment of the Sustainability-Linked Term Loan pursuant to the Riverstone Credit Agreement (each as defined and described in Note 11 to the note to consolidated financial statements) in 2023.

Interest income. Interest income increased by $2.9 million to $14.0 million in 2024 from $11.1 million in 2023, primarily due to higher average interest rates of the Company’s short-term investments and loan receivables.

Loss from equity method investments. Loss from equity method investments increased by $14.1 million to $26.6 million in 2024 from $12.5 million in 2023, due to the operating results of SAFE S.p.A., Rimere and our joint venture(s) with TotalEnergies and bp, and our other equity method investees.

Income tax (expense) benefit. Income tax expense was $2.7 million in 2024 compared to income tax benefit of $0.4 million in 2023. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill and other indefinite-lived deferred tax liabilities, and the Company’s expected state tax expense.

Loss attributable to noncontrolling interest. In 2024 and 2023, we recorded a gain of $0.6 million and $0.6 million, respectively, for the noncontrolling interest in the net loss of NG Advantage. The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2024 and 2023 periods.

Seasonality and Inflation

To some extent, we experience seasonality in our results of operations. Some of our customers tend to consume more of our vehicle fuels in the summer months, when buses and other fleet vehicles use more fuel to power their air conditioning systems, which typically translate to an increased volume of fuel sold in the summer months. In addition, natural gas commodity prices tend to be higher in the fall and winter months, due to increased overall demand for natural gas for heating during these periods.

Historically, inflation has not significantly affected our operating results; however, costs for construction, repairs, maintenance, electricity and insurance are all subject to inflationary pressures, which could affect our ability to maintain

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our stations adequately, build new stations, expand our existing facilities or pursue additional facilities, and could materially impact our operating costs.

Liquidity and Capital Resources

Liquidity

Liquidity is the ability to meet present and future financial obligations through operating cash flows, the sale or maturity of investments or the acquisition of additional funds through capital management. Our financial position and liquidity are, and will continue to be, influenced by a variety of factors, including the level of our outstanding indebtedness and the principal and interest we are obligated to pay on our indebtedness; the amount and timing of any capital calls related to the joint venture(s) with TotalEnergies and/or bp, or any other joint venture we may enter into in the future; the amount and timing of any additional debt or equity financing we may pursue; our capital expenditure requirements; any merger, divestiture or acquisition activity; and our ability to generate cash flows from our operations. We expect cash provided by our operating activities to fluctuate as a result of a number of factors, including our operating results and the factors that affect these results, including the amount and timing of our vehicle fuel sales, station construction sales, sales of RINs and LCFS Credits and recognition of government credits, grants and incentives, if any; fluctuations in commodity, station construction and labor costs; supply chain issues and unfavorable macroeconomic events, including inflationary pressures; environmental credit prices; variations in the fair value of certain of our derivative instruments that are recorded in revenue; and the amount and timing of our billing, collections and liability payments.

Cash Flows

Operating Activities. Cash provided by operating activities was $64.6 million in 2024, compared to cash provided by operating activities of $43.8 million in 2023. The increase in cash provided by operating activities in 2024 was primarily attributable to higher contributions relating to the procurement and sales of natural gas in 2024 compared to that in 2023. The increase is partially offset by higher net cash interest payments and changes in working capital resulting from the timing of cash receipts, accruals, billings and payments of cash.

Investing Activities. Cash used in investing activities was $77.7 million in 2024, compared to cash used in investing activities of $202.0 million in 2023. The decrease in cash used in investing activities in 2024 was primarily attributable to a $48.4 million increase in net maturities of short-term investments in 2024 when compared to that in 2023, a $44.4 million net decrease in capital expenditures on property and equipment and on RNG production projects, and a $40.6 million decrease in investments in other entities. The decrease is partially offset by an $8.8 million increase in net disbursements for loans receivables.

Financing Activities. Cash used in financing activities was $1.9 million in 2024, compared to $139.1 million provided by financing activities in 2023. The change between periods was primarily attributable to proceeds received from the issuance of debt in connection with the Stonepeak Credit Agreement (Note 11) in 2023, while there were no such debt issuance activities in 2024.

Capital Expenditures, Indebtedness and Other Uses of Cash

We require cash to fund our capital expenditures, operating expenses and working capital and other requirements, including costs associated with fuel sales; outlays for the design and construction of new fueling stations; additions or other modifications to existing fueling stations; RNG production facilities; debt repayments and repurchases; repurchases of common stock; purchases of heavy-duty trucks that use our fuels; additions or modifications of LNG production facilities; supporting our operations, including maintenance and improvements of our infrastructure; supporting our sales and marketing activities, including support of legislative and regulatory initiatives; financing vehicles for our customers; any investments in other entities; any mergers or acquisitions, including acquisitions to expand our RNG production capacity; pursuing market expansion as opportunities arise, including geographically and to new customer markets; and to fund other activities or pursuits and for other general corporate purposes.

Our business plan calls for approximately $30.0 million in capital expenditures in 2025. These capital expenditures primarily relate to the construction of fueling stations, IT software and equipment and LNG plant costs, and we expect to

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fund these expenditures primarily through cash on hand and cash generated from operations. Further, in 2025, we anticipate deploying up to approximately $104.0 million to develop ADG RNG production facilities. As of December 31, 2024, we have invested $321.8 million in the development of ADG RNG production facilities, which includes $271.9 million contributed to our joint ventures.

We had total indebtedness, consisting of our debt and finance leases, of approximately $302.9 million in principal amount as of December 31, 2024, of which approximately $1.0 million, $0.9 million, $0.7 million, $0.3 million, $300.0 million and $0.0 million are expected to become due in 2025, 2026, 2027, 2028, 2029 and thereafter, respectively. Based on our outstanding indebtedness and applicable interest rates as of December 31, 2024, we expect our total interest payment obligations relating to our indebtedness to be approximately $29.1 million for the year ending December 31, 2025. We plan to and believe we are able to make all expected principal and interest payments in the next 12 months.

We also have indebtedness, including the amount representing interest, from our operating leases of approximately $149.2 million as of December 31, 2024, of which approximately $16.7 million, $16.6 million, $16.6 million, $15.8 million, $15.1 million and $68.4 million are expected to become due in 2025, 2026, 2027, 2028, 2029 and thereafter, respectively.

We intend to make payments under our various debt instruments when due and pursue opportunities for earlier repayment and/or refinancing if and when these opportunities arise. Although we believe we have sufficient liquidity and capital resources to repay our debt coming due in the next 12 months, we may elect to suspend, or limit repurchases under, our share repurchase program or pursue alternatives, such as refinancing, or debt or equity offerings, to increase our cash management flexibility.

Sources of Cash

Historically, our principal sources of liquidity have consisted of cash on hand, cash provided by our operations, including, if available, AFTC and other government credits, grants and incentives, cash provided by financing activities, and sales of assets. As of December 31, 2024, excluding current portion of restricted cash, we had total cash and cash equivalents and short-term investments of $217.5 million, compared to $263.1 million as of December 31, 2023.

We expect cash provided by our operating activities to fluctuate depending on our operating results, which can be affected by the factors described above, such as the non-renewal of AFTC, as well as the other factors described in this MD&A and Item 1A. “Risk Factors” of this report.

Subject to the following paragraph, we believe our cash and cash equivalents and short-term investments and anticipated cash provided by our operating and current or future financing activities will satisfy our expected business requirements for at least the 12 months following the date of this report. Subsequent to that period, we may need to raise additional capital to fund any planned or unanticipated capital expenditures, investments, debt repayments, share repurchases or other expenses that we cannot fund through cash on-hand, cash provided by our operations or other sources. Moreover, we may use our cash resources faster than we predict due to unexpected expenditures or higher-than-expected expenses due to unfavorable macroeconomic events, including inflationary pressures or otherwise, in which case we may need to seek capital from alternative sources sooner than we anticipate. The timing and necessity of any future capital raise would depend on various factors, including our rate and volume of, and prices for, natural gas fuel sales and other volume-related activity, new station construction, debt repayments (either before or at maturity) and any potential mergers, acquisitions, investments, divestitures or other strategic relationships we may pursue, as well as the other factors that affect our revenue and expense levels as described in this MD&A and elsewhere in this report.

If we deploy additional capital to develop ADG RNG production facilities and fueling stations to support contracted RNG fueling volume, we could be required to raise additional capital.

We may raise additional capital through one or more sources, including, among others, obtaining equity capital, including through offerings of our common stock or other securities, obtaining new or restructuring existing debt, selling assets, or any combination of these or other potential sources of capital. We may not be able to raise capital when needed, on terms that are favorable to us or our stockholders or at all. Any inability to raise necessary capital may impair our ability

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to develop and maintain fueling infrastructure, invest in strategic transactions or acquisitions or repay our outstanding indebtedness and may reduce our ability to support and build our business and generate sustained or increased revenue.

Material Cash Requirements

The table below presents our material cash requirements, including the scheduled maturities of our contractual obligations and our commitments for capital expenditures as of December 31, 2024. This table excludes certain potential cash requirements because they may involve future cash payments that are considered uncertain and cannot be estimated because they vary based upon future conditions; however, the exclusion of these obligations should not be construed as an implication that they are immaterial, as they could significantly affect our short- and long-term liquidity and capital resource needs depending on a variety of future events, facts and conditions.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Payments Due by Period

​ ​ ​ ​ Less than ​ ​ ​ ​ ​ More than

Long-term take-or-pay contracts (4) ​ 1,463 ​ 1,463 ​ — ​ — ​ —

Construction contracts (5) ​ 17,356 ​ 17,356 ​ — ​ — ​ —

Capital expenditure for RNG project (6) ​ ​ 24,997 ​ ​ 24,997 ​ ​ — ​ ​ — ​ ​ —

Off-Balance Sheet Arrangements

As of December 31, 2024, we had the following off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources:

● A loan commitment to an equity method investee;

● One long-term natural gas sale contract with a fixed supply commitment.

We provide surety bonds primarily for construction contracts in the ordinary course of our business, as a form of guarantee. No liability has been recorded in connection with our surety bonds because, based on historical experience and

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available information, we do not believe it is probable that any amounts will be required to be paid under these arrangements for which we will not be reimbursed.

We entered into a note purchase agreement, dated January 8, 2024, with Rimere, an equity method investee, pursuant to which we committed to make available up to $10.0 million in delayed draw loans to support Rimere’s working capital requirements (see Note 18).

As of December 31, 2024, we had quarterly fixed-price natural gas purchase contracts with take-or-pay commitments extending through March 2025.

In addition, as of December 31, 2024, we had a fixed supply arrangement with UPS for the supply and sale of 170.0 million GGEs of RNG through March 2026.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

In the ordinary course of our business, we are exposed to various market risks, including commodity price risks, risks related to foreign currency exchange rates, and risks related to fluctuations in interest rates.

Commodity Price Risk

We are subject to market risk with respect to our sales of natural gas, which have historically been subject to volatile market conditions. Our exposure to market risk is heightened when we have a fixed-price sales contract with a customer that is not covered by a futures contract, or when we are otherwise unable to pass through natural gas price increases to customers. Natural gas prices and availability are affected by many factors, including, among others, drilling activity, supply, weather conditions, overall economic conditions and foreign and domestic government regulations.

Natural gas costs represented $182.4 million, $190.6 million, and $124.0 million of our cost of sales in 2022, 2023, and 2024, respectively.

We have prepared a sensitivity analysis to estimate our exposure to price risk with respect to our commodity swap contracts. If the diesel-to-natural gas price spread were to fluctuate by 10% as of December 31, 2024, we would expect a corresponding fluctuation in the fair value of our commodity swap contracts of approximately $0.4 million.

Foreign Currency Exchange Rate Risk

For the year ended December 31, 2024, our primary exposure to foreign currency exchange rates relates to our Canadian operations that had certain outstanding accounts receivable and accounts payable denominated in Canadian dollar, which were not hedged.

We have performed a sensitivity analysis to estimate our exposure to market risk with respect to our monetary transactions denominated in a foreign currency. If the exchange rates on these assets and liabilities were to fluctuate by 10% from the rates as of December 31, 2024, we would expect a corresponding fluctuation in the value of the net assets to be $0.1 million.

Interest Rate Risk

As of December 31, 2024, we had no debt that bears a variable rate of interest. Certain LIBOR tenors were discontinued after 2021 with other London Inter-bank Offered Rate (“LIBOR”) tenors discontinued after June 2023. We intend to monitor the developments with respect to the discontinuance of LIBOR and work with our lenders to minimize the effect of such a discontinuance on our financial condition and results of operations. To date, the effect of the discontinuance of LIBOR on us and on our debt instruments has not been material. However, if our lenders have increased costs due to changes in LIBOR, we may experience potential increases in interest rates on our variable rate debt or fees on our fixed rate debt, which could adversely affect our interest expense, results of operations and cash flows.

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Item 8. Financial Statements and Supplementary Data.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

​ ​ ​

Page

Consolidated Financial Statements ​ ​

Reports of Independent Registered Public Accounting Firm (PCAOB ID 185) ​ 54

Consolidated Balance Sheets ​ 57

Consolidated Statements of Operations ​ 58

Consolidated Statements of Comprehensive Loss ​ 59

Consolidated Statements of Stockholders’ Equity ​ 60

Consolidated Statements of Cash Flows ​ 61

Notes to Consolidated Financial Statements ​ 62

Financial Statement Schedule ​ ​

Schedule II—Valuation and Qualifying Accounts ​ 113

​

​

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Clean Energy Fuels Corp.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Clean Energy Fuels Corp. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, based on our audits and the report of Plante & Moran, PLLC, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We did not audit the consolidated financial statements for the year then ended December 31, 2022 of CE bp Renew Co, LLC a 50 percent owned investee company. The Company’s investment in CE bp Renew Co, LLC was $156.8 million as of December 31, 2022 and its loss from equity method investment of CE bp Renew Co, LLC was $2.7 million for the year then ended. The December 31, 2022 consolidated financial statements of CE bp Renew Co, LLC were audited by Plante & Moran, PLLC, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for CE bp Renew Co, LLC, is based solely on the report of Plante & Moran, PLLC.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide and the report of the other auditors provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Goodwill impairment assessment

As discussed in Note 1 to the consolidated financial statements, the Company’s goodwill balance was $64,328 thousand as of December 31, 2024. The Company performs an impairment test annually on October 1, or more frequently if facts and circumstances warrant a review. For purposes of this test, the Company determined that it has a single reporting unit. Due to a decline in the market price of the Company’s common stock, the Company performed a quantitative impairment test as of December 31, 2024. For the quantitative goodwill impairment test, the Company estimated the fair value of its reporting unit based on its market value of invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions. The results of the quantitative goodwill impairment test performed as of December 31, 2024 indicated that the fair value of the Company’s reporting unit exceeded its carrying value, and as such, no impairment charges relating to goodwill were recorded.

We identified the evaluation of the fair value of the Company’s reporting unit as a critical audit matter. A high degree of subjective auditor judgment was required to evaluate management’s market participant acquisition premium used to estimate the fair value of the reporting unit. Specifically, evaluating the market participant acquisition premium involved subjective assessment of the selection of recent mergers and acquisitions. Additionally, changes to the market participant acquisition premium could have had a significant effect on the fair value of the reporting unit.

The following are the primary procedures we performed to address the critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the goodwill impairment process, including a control related to the estimation of the market participant acquisition premium and the selection of recent mergers and acquisitions. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating management’s market participant acquisition premium by comparing it against a market participant acquisition premium independently developed using publicly available third-party market data, including recent mergers and acquisitions, of comparable entities.

/s/ KPMG LLP

We have served as the Company’s auditor since 2001.

Irvine, California

February 24, 2025

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Clean Energy Fuels Corp.:

Opinion on Internal Control Over Financial Reporting

We have audited Clean Energy Fuels Corp. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 24, 2025 expressed an unqualified opinion on those consolidated financial statements.

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Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Irvine, California

February 24, 2025

​

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

​ ​ ​ ​ ​ ​ ​

​ ​ December 31, ​ December 31,

Assets ​ ​ ​ ​ ​ ​

Current assets: ​ ​

Notes receivable - related party ​ ​ 2,330 ​ ​ 2,372

Prepaid expenses and other current assets ​ 41,495 ​ 26,117

Operating lease right-of-use assets ​ ​ 92,324 ​ ​ 90,598

Notes receivable and other long-term assets, net ​ 35,735 ​ 38,245

Liabilities and Stockholders' Equity ​ ​

Current liabilities: ​ ​

Current portion of debt ​ $ 38 ​ $ 40

Current portion of finance lease obligations ​ ​ 1,758 ​ ​ 920

Current portion of operating lease obligations ​ ​ 6,687 ​ ​ 8,027

Derivative liabilities, related party ​ ​ 1,875 ​ ​ —

Long-term portion of finance lease obligations ​ ​ 1,839 ​ ​ 1,766

Long-term portion of operating lease obligations ​ ​ 89,065 ​ ​ 89,049

Commitments and contingencies (Note 16) ​ ​

Stockholders’ equity: ​ ​

Accumulated other comprehensive loss ​ (2,119) ​ (4,297)

Total Clean Energy Fuels Corp. stockholders’ equity ​ 726,770 ​ 713,273

Noncontrolling interest in subsidiary ​ 6,877 ​ 6,258

​

See accompanying notes to consolidated financial statements.

​

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ Year Ended December 31,

Revenue: ​ ​ ​

Operating expenses: ​ ​ ​ ​

Impairment of investments in equity securities ​ ​ — ​ — ​ 8,102

Other income (expense), net ​ ​ 95 ​ 165 ​ 106

Income tax (expense) benefit ​ ​ (220) ​ 423 ​ (2,692)

Loss attributable to noncontrolling interest ​ ​ 857 ​ 601 ​ 619

Net loss attributable to Clean Energy Fuels Corp. per share: ​ ​ ​ ​ ​

Basic and diluted ​ ​ $ (0.26) ​ $ (0.45) ​ $ (0.37)

Weighted-average common shares outstanding: ​ ​ ​ ​ ​

​

See accompanying notes to consolidated financial statements.

​

​

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ ​ ​ ​

​

See accompanying notes to consolidated financial statements.

​

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​

​ ​ Common stock ​ Additional ​ ​ ​ ​ Other ​ Noncontrolling ​ Total

​ ​ ​ ​ Paid-In Accumulated Comprehensive Interest in Stockholders’

​ Shares Amount ​ Capital ​ Deficit ​ Income (Loss) ​ Subsidiary ​ Equity

Stock-based compensation — ​ ​ — ​ ​ 26,473 ​ ​ — ​ ​ — ​ ​ — ​ 26,473

Other comprehensive loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ (2,100) ​ ​ — ​ (2,100)

Issuance of common stock 589,537 ​ ​ 0 ​ ​ 685 ​ ​ — ​ ​ — ​ ​ — ​ 686

Stock-based compensation — ​ ​ — ​ ​ 23,336 ​ ​ — ​ ​ — ​ ​ — ​ 23,336

Other comprehensive loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,603 ​ ​ — ​ 1,603

Issuance of common stock ​ 430,028 ​ ​ 0 ​ ​ 474 ​ ​ — ​ ​ — ​ ​ — ​ ​ 474

Stock-based compensation ​ — ​ ​ — ​ ​ 10,803 ​ ​ — ​ ​ — ​ ​ — ​ ​ 10,803

Issuance of common stock warrants ​ — ​ ​ — ​ ​ 50 ​ ​ — ​ ​ — ​ ​ — ​ ​ 50

Net loss ​ — ​ ​ — ​ ​ — ​ ​ (83,070) ​ ​ — ​ ​ (619) ​ ​ (83,689)

Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (2,178) ​ ​ — ​ ​ (2,178)

​

See accompanying notes to consolidated financial statements.

​

​

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Year Ended December 31,

Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​

Provision for credit losses and inventory ​ 2,035 ​ 1,773 ​ 2,682

Change in fair value of derivative instruments ​ (517) ​ 158 ​ 131

Amortization of debt issuance costs ​ ​ 58 ​ ​ 1,571 ​ ​ 4,775

Loss (gain) on disposal of property and equipment ​ 12 ​ 863 ​ 468

Loss on extinguishment of debt ​ 3,413 ​ 5,367 ​ —

Asset impairments and other charges ​ — ​ 634 ​ 380

Impairment of investments in equity securities ​ — ​ — ​ 8,102

Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​

Prepaid expenses and other assets ​ (1,366) ​ 510 ​ 6,033

Operating lease liabilities ​ ​ (3,314) ​ ​ (3,957) ​ ​ (6,087)

Cash flows from investing activities: ​ ​ ​ ​

Grant proceeds for capital projects ​ ​ — ​ ​ 1,947 ​ ​ 952

Cash received from sale of certain assets of subsidiary, net ​ 3,885 ​ — ​ —

Advance to DR JV ​ ​ — ​ (5,500) ​ —

Proceeds from repayment of advance by DR JV ​ ​ — ​ 5,500 ​ —

Proceeds from settlement of insurance claims ​ ​ — ​ 495 ​ 314

Proceeds from disposal of property and equipment ​ 360 ​ 262 ​ 576

Cash flows from financing activities: ​ ​ ​ ​

Fees paid for lender and debt issuance costs ​ ​ (486) ​ ​ (9,484) ​ ​ (890)

Proceeds for Adopt-A-Port program ​ ​ 1,410 ​ ​ 955 ​ ​ 3,390

Proceeds from revolving line of credit ​ ​ 1,700 ​ ​ — ​ ​ —

Repayments of borrowing under revolving line of credit ​ (1,700) ​ — ​ —

Payments of debt extinguishment costs ​ ​ (3,239) ​ ​ (83) ​ ​ —

Supplemental disclosure of cash flow information: ​ ​ ​

Income taxes paid ​ $ 68 ​ $ 77 ​ $ 60

​

See accompanying notes to consolidated financial statements.

​

​

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 —Summary of Significant Accounting Policies

The Company and Nature of Business

Clean Energy Fuels Corp., together with its majority and wholly owned subsidiaries (hereinafter collectively referred to as the “Company,” unless the context or the use of the term indicates or requires otherwise) is engaged in the business of selling renewable and conventional natural gas as alternative fuels for vehicle fleets and related fueling solutions to its customers, primarily in the United States (“U.S.”) and Canada. The Company’s principal business is supplying renewable natural gas (“RNG”) and conventional natural gas, in the form of compressed natural gas (“CNG”) and liquefied natural gas (“LNG”), for medium and heavy-duty vehicles and providing operation and maintenance (“O&M”) services to public and private vehicle fleet customer stations. The Company is also focused on developing, owning, and operating dairy and other livestock waste RNG projects and supplying RNG (procured from third party sources and from the DR JV (as defined below), one of the Company’s jointly owned RNG production facilities (see Note 3)) to its customers in the heavy and medium-duty commercial transportation sector.

As a comprehensive clean energy solutions provider, the Company also designs and builds, as well as operates and maintains, public and private vehicle fueling stations in the United States and Canada; sells and services compressors and other equipment used in RNG production and at fueling stations; transports and sells RNG and conventional natural gas, in the form of CNG and LNG, via “virtual” natural gas pipelines and interconnects; sells U.S. federal, state and local government credits it generates by selling RNG in the form of CNG and LNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtains federal, state and local tax credits, grants and incentives.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s consolidated financial position, results of operations, comprehensive income (loss), stockholders’ equity, and cash flows in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and these notes. Actual results could differ from those estimates and may result in material effects on the Company’s operating results and financial position. Significant estimates made in preparing the accompanying consolidated financial statements include (but are not limited to) those related to revenue recognition, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, income tax valuations, stock-based compensation expense and stock-based sales incentive charges.

Inventory

Inventory consists of raw materials and spare parts, work in process and finished goods and is stated at the lower of cost (first-in, first-out) or net realizable value. The Company evaluates inventory balances for excess quantities and obsolescence by analyzing estimated demand, inventory on hand, sales levels and other information and reduces inventory balances to net realizable value for excess and obsolete inventory based on this analysis.

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Inventories consisted of the following as of December 31, 2023 and 2024 (in thousands):

​ ​ ​ ​ ​ ​ ​

​ December 31, December 31,

Raw materials and spare parts ​ $ 45,335 ​ $ 43,434

​

Derivative Instruments and Hedging Activities

In connection with the Company’s Zero Now truck financing program, the Company entered into commodity swap contracts in October 2018 intended to manage risks related to the diesel-to-natural gas price spread in connection with the natural gas fuel supply commitments the Company makes in its fueling agreements with fleet operators that participate in the Zero Now program. The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes. These derivative instruments are recorded in the accompanying consolidated balance sheets and are measured as either an asset or liability at fair value with changes in fair value recognized in earnings. See Note 6 for more information.

Property and Equipment

Property and equipment are recorded at cost. Depreciation and amortization are recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of depreciable assets are three to twenty years for LNG liquefaction plant assets, up to ten years for station equipment and LNG trailers, and three to seven years for all other depreciable assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or related lease terms. Periodically, the Company receives cash grant funding to assist in the financing of fueling station construction. The Company initially records the grant proceeds as a reduction of the cost of the respective asset and subsequently amortizes the grant proceeds over the estimated useful life of the asset, resulting in lower total depreciation expense recognized over the estimated useful life of the asset.

Grant proceeds received for the years ended December 31, 2023 and 2024 were approximately $1.9 million and $1.0 million, respectively. No grant proceeds were received for the year ended December 31, 2022. Gross grant proceeds of $25.9 million and $26.8 million were included in “Land, property and equipment, net” in the accompanying consolidated balance sheets as of December 31, 2023 and 2024, respectively. Related accumulated amortization of the grant proceeds was $17.0 million and $18.0 million as of December 31, 2023 and 2024, respectively. The Company recorded amortization expense relating to grant proceeds of $1.4 million, $1.5 million and $1.1 million for the years ended December 31, 2022, 2023 and 2024, respectively.

Leases

On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 842, Leases, whereby leases are classified as either operating leases or finance leases.

At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. The commencement date of the contract is the date the lessor makes the underlying asset available for use by the lessee.

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent obligations to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the net present value of fixed lease payments over the lease term. ROU assets also include any initial direct costs and advance lease payments made and exclude lease incentives. Lease liabilities also include terminal purchase options when deemed reasonably certain to exercise. The Company’s lease term includes options to extend when it is reasonably certain that it will exercise that option. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a term of 12 months or less; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

As most of the Company’s operating leases do not have an implicit rate that can be readily determined, the Company uses its secured incremental borrowing rate for the same term as the underlying lease based on information available at lease commencement. For finance leases, the Company uses the rate implicit in the lease.

The lease classification affects the expense recognition on the consolidated statements of operations. Operating lease charges are recorded in “Cost of sales, exclusive of depreciation and amortization,” and “Selling, general and administrative” expense. Finance lease charges are split, whereby depreciation on assets under finance leases is recorded in “Depreciation and amortization” expense and an implied interest component is recorded in “Interest expense.” The expense recognition for operating leases and finance leases is substantially consistent with legacy accounting.

Long-Lived Assets

The Company reviews the carrying value of its long-lived assets, including property and equipment and intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Events that could result in an impairment review include, among others, a significant decrease in the operating performance of a long-lived asset or asset group or the decision to close a fueling station. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. An impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value. The fair value of the asset or asset group is based on estimated discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk. The estimate of future cash flows requires management to make assumptions and to apply judgment, including forecasting future sales and expenses and estimating useful lives of the assets. These estimates can be affected by a number of factors, including, among others, future results, demand, and economic conditions, many of which can be difficult to predict.

There were no impairments of the Company’s long-lived assets in the years ended December 31, 2022, 2023 and 2024.

Intangible assets with finite useful lives are amortized over their respective estimated useful lives using the straight-line method. The estimated useful lives of intangible assets with finite useful lives are one to eight years for customer relationships, one to fifty years for acquired contracts, two to ten years for trademarks and trade names, and three years for non-compete agreements.

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company’s intangible assets as of December 31, 2023 and 2024 were as follows (in thousands):

​ ​ ​ ​ ​ ​ ​

Customer relationships ​ $ 5,376 ​ $ 5,376

Trademark and trade names ​ 2,700 ​ 2,700

Non-compete agreements ​ 860 ​ 860

Less accumulated amortization ​ (13,320) ​ (13,320)

Net intangible assets ​ $ 6,365 ​ $ 6,365

​

No amortization expense relating to intangible assets was recognized for the years ended December 31, 2022, 2023 and 2024.

In connection with the Company’s investment in anaerobic digester gas (“ADG”) RNG production projects, the Company acquired contractual rights relating to manure feedstock totaling $0.5 million and $0.0 million in 2023 and 2024, respectively. The amounts paid for contractual rights to manure feedstock are classified and included under “Acquired contracts” in the table above. The acquired contractual rights to manure feedstock have a contractual term ranging from 20 to 50 years and will be amortized over the contractual term using the straight-line method of amortization, commencing on the date of commercial operation of the ADG RNG facility.

Estimated amortization expense subsequent to the year ended December 31, 2024 is expected to be approximately $0.1 million in 2025, $0.3 million in 2026, $0.3 million in 2027, $0.3 million in 2028, $0.3 million in 2029, and $5.1 million thereafter.

Goodwill

Goodwill represents the excess of costs incurred over the fair value of the net assets of acquired businesses. The Company assesses its goodwill using either a qualitative or quantitative approach to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying value. The Company is required to use judgment when applying the goodwill impairment test, including, among other considerations, the identification of reporting unit(s), the assessment of qualitative factors, and the estimation of fair value of a reporting unit in the quantitative approach. The Company determined that it is a single reporting unit for the purpose of goodwill impairment tests. The Company performs the impairment test annually on October 1, or more frequently if facts and circumstances warrant a review.

​

The qualitative goodwill assessment includes the potential effect on a reporting unit’s fair value of certain events and circumstances, including its enterprise value, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-specific events. If it is determined, based upon the qualitative assessment, that it is more likely than not that the reporting unit’s fair value is less than its carrying amount, then a quantitative impairment test is performed. Alternatively, the Company may bypass the qualitative assessment for a reporting unit and directly perform the quantitative goodwill impairment test.

​

The quantitative goodwill impairment test estimates the reporting unit's fair value based on its market value of invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions in comparable industry and market sectors as those in which the Company operates. The estimates, including the estimation methodology, used to determine the fair value of the reporting unit may change based on results of operations, macroeconomic conditions, stock price fluctuations or other factors. Changes in these estimates could materially affect the assessment of the fair value and goodwill impairment for the reporting unit.

​

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In 2024, the Company bypassed the qualitative assessment and directly performed the quantitative goodwill impairment test on October 1, 2024, for the single reporting unit, as described above, due to a decline in the market price of the Company’s common stock, which resulted in a fair value, based on its market value of invested capital plus a market participant acquisition premium, that exceeded carrying value by 16% or $165.1 million.

Due to another decline in the market price of the Company’s common stock subsequent to October 1, 2024, an interim quantitative goodwill impairment test was performed as of December 31, 2024 for the single reporting unit as described above, which resulted in a fair value, based on its market value of invested capital plus a market participant acquisition premium, that exceeded carrying value by 4% or $39.8 million.

​

Subsequent to December 31, 2024, there have been increases in the market price of the Company’s common stock and in the Company’s market capitalization. As such, the Company determined that declines experienced in 2024 are not sustained. The Company has not identified other events or circumstances that would more likely than not reduce the fair value of the reporting unit to below its carrying value on a sustained basis. As such, the reporting unit’s goodwill as of December 31, 2024 was not impaired. It is possible that goodwill could become impaired if it is determined in a subsequent period that the fair value of the reporting unit was less than its carrying amount on a sustained basis, which could result in a material charge and adversely affect results of operations.

The Company had also performed interim quantitative goodwill impairment tests as of March 31, 2024, June 30, 2024, and September 30, 2024 for its single reporting unit. Each of the tests performed indicated that the fair value of the Company’s reporting unit exceeded its carrying value.

The following table summarizes the activity related to the carrying amount of goodwill (in thousands):

​ ​ ​ ​

​

Revenue Recognition

​

The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which it expects to be entitled in exchange for the goods or services. To achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when the Company satisfies the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition.

The Company is generally the principal in its customer contracts because it has control over the goods and services prior to them being transferred to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenues. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.

​

Product Revenue

Volume-Related

The Company’s volume-related product revenue consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, AFTC (defined below) incentives, and sales of RINs and LCFS Credits in addition to Amazon Warrant Charges (defined in Note 12) and changes in fair value of the Company’s derivative instruments associated with providing fuel to customers under contracts.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

RNG and conventional natural gas are sold pursuant to contractual commitments over defined delivery periods. These contracts typically include a stand-ready obligation to supply natural gas. The Company applies the ‘right to invoice’ practical expedient and recognizes fuel revenue in the amount to which the Company has the right to invoice. The Company has a right to consideration based on the amount of gasoline gallon equivalents (“GGEs”) of fuel dispensed by the customer and current pricing conditions. The Company calculates one GGE to equal 125,000 British Thermal Units (“BTUs”), and, as such, one million BTUs (“MMBTU”) equal eight GGEs. Customers are typically billed on a monthly basis. Since payment terms are less than a year, the Company has elected the practical expedient which allows it to not assess whether a customer contract has a significant financing component.

Contract modifications are not distinct from the existing contract and are typically renewals of fuel sales. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price is recognized prospectively.

The Company sells RINs and LCFS Credits to third parties that need the credits to comply with federal and state requirements. Revenue is recognized on these credits when there is an agreement in place to monetize the credits at a determinable price and the RNG fuel has been sold. The sales price for some environmental credit transactions may not be determinable in the period in which the RNG was sold as pricing is established in the quarter after the RNG was sold. In these circumstances, revenue from RIN and LCFS credits is recognized once the sales price has been established and therefore is considered determinable.

Amazon Warrant Charges are determined based on the grant date fair value of the award, and the associated non-cash stock-based sales incentive charges, which are recorded as a reduction of revenue, are recognized as the customer purchases fuel and vesting conditions become probable of being achieved. See discussion under “Amazon Warrant” below and Note 12 for additional information.

The changes in fair value of derivative instruments relate to the Company’s commodity swap and customer fueling contracts under the Zero Now truck financing program. The contracts are measured at fair value with changes in fair value recorded in the accompanying consolidated statements of operations in the period incurred. The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from existing and anticipated customer fueling contracts under the Company’s Zero Now truck financing program. See Note 6 for more information about these derivative instruments. For the years ended December 31, 2022, 2023 and 2024, changes in the fair value of commodity swaps and customer contracts amounted to a gain (loss) of $0.5 million, $(0.2) million, and ($0.1) million, respectively.

AFTC is generated when RNG or conventional natural gas is sold for use as fuel to operate a motor vehicle. See discussion under “Alternative Fuel Excise Tax Credit” below for more information about AFTC, which is not recognized as revenue until the period the credit is authorized through federal legislation.

Station Construction Sales

Station construction contracts are generally short-term, except for certain larger and more complex stations, which can take up to 24 months to complete. For most of the Company’s station construction contracts, the customer contracts with the Company to provide a significant service of integrating a complex set of tasks and components into a single station. Hence, the entire contract is accounted for as one performance obligation.

The Company recognizes revenue over time as the Company performs under its station construction contracts because of the continual transfer of control of the goods to the customer, who typically controls the work in process. Revenue is recognized based on the extent of progress towards completion of the performance obligation and is recorded proportionally as costs are incurred. Costs to fulfill the Company’s obligations under these contracts typically include labor, materials and subcontractors’ costs, other direct costs and an allocation of indirect costs.

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Refinements of estimates to account for changing conditions and new developments are continuous and characteristic of the process. Many factors that can affect contract profitability may change during the performance period of the contract, including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. Because a significant change in one or more of these estimates could affect the profitability of these contracts, the contract price and cost estimates are reviewed periodically as work progresses and adjustments proportionate to the cost-to-cost measure of progress are reflected in contract revenues in the reporting period when such estimates are revised. Provisions for estimated losses on uncompleted contracts are recorded in the period in which the losses become known.

Contract modifications are typically expansions in scope of an existing station construction project. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase or a reduction) on a cumulative catch-up basis.

Under the typical payment terms of the Company’s station construction contracts, the customer makes either performance-based payments (“PBPs”) or progress payments. PBPs are interim payments of the contract price based on quantifiable measures of performance or the achievement of specified events or milestones. Progress payments are interim payments of costs incurred as the work progresses. For some of these contracts, the Company may be entitled to receive an advance payment. The advance payment typically is not considered a significant financing component because it is used to meet working capital demands that can be higher in the early stages of a construction contract and to protect the Company if the customer fails to adequately complete some or all of its obligations under the contract. In addition, the customer retains a small portion of the contract price until completion of the contract. Such retained portion of the contract price is not considered a significant financing component because the intent is to protect the customer.

In certain contracts with its customers, the Company agrees to provide multiple goods or services, including construction of and sale of a station, O&M services, and sale of fuel to the customer. These contracts have multiple performance obligations because the promise to transfer each separate good or service is separately identifiable and distinct. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue recognized in one or more periods.

The Company allocates the contract price to each performance obligation using best estimates of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate the standalone selling price for fuel and O&M services is observable standalone sales, and the primary method used to estimate the standalone selling price for station construction sales is the expected cost plus a margin approach because the Company sells customized customer-specific solutions. Under this approach, the Company forecasts expected costs of satisfying a performance obligation and then adds an appropriate margin for the good or service.

Service Revenue

O&M Services

O&M and other services are sold pursuant to contractual commitments over defined performance periods. These contracts typically include a stand-ready obligation to provide O&M and/or other services based on a committed and agreed upon routine maintenance schedule or when and if called upon by the customer.

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The Company applies the ‘right to invoice’ practical expedient and recognizes O&M and other services revenue in the amount to which the Company has the right to invoice. The Company has a right to consideration based on services rendered or on amount of GGEs of fuel dispensed by the customer multiplied by an agreed-upon rate. Customers are typically billed on a monthly basis. Since payment terms are less than a year, the Company has elected the practical expedient which allows it to not assess whether a customer contract has a significant financing component.

Contract modifications are not distinct from the existing contract and are typically renewals of O&M and other service sales. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price is recognized prospectively.

Other services

The majority of other services revenue consist of sales of used natural gas heavy-duty trucks purchased by the Company and management fees relating to management services provided to the Company’s equity method investees and joint ventures with TotalEnergies and bp. Revenue on sales contracts of used natural gas trucks is recognized at the point in time when the customer accepts delivery of the truck. Management fee revenue is recognized over time on a monthly basis as services are rendered by the Company.

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Alternative Fuel Excise Tax Credit

Under separate pieces of U.S. federal legislation, the Company was eligible to receive a federal alternative fuel excise tax credit (“AFTC”) for its natural gas vehicle fuel sales made between October 1, 2006 and December 31, 2021. The AFTC credit was equal to $0.50 per GGE of CNG that the Company sold as vehicle fuel, and $0.50 per diesel gallon of LNG that the Company sold as vehicle fuel in 2020 and 2021. The Inflation Reduction Act of 2022, enacted on August 16, 2022 (the “IRA”), extended AFTC for an additional three years, beginning retroactively to January 1, 2022. AFTC incentive under the extension period remains at $0.50 per GGE of CNG and $0.50 per diesel gallon of LNG that the Company sells as vehicle fuel through December 31, 2024.

Based on the service relationship with its customers, either the Company or its customer claims the credit. The Company records its AFTC credits, if any, as revenue in its consolidated statements of operations because the credits are fully payable to the Company and do not offset income tax liabilities. As such, the credits are not deemed income tax credits under the accounting guidance applicable to income taxes.

LNG Transportation Costs

The Company records the costs incurred to transport LNG to its customers in “Product cost of sales” in the accompanying consolidated statements of operations.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs were immaterial for the years ended December 31, 2022, 2023 and 2024.

Stock-Based Compensation

The Company recognizes compensation expense for all stock‐based payment arrangements over the requisite service period of the award and recognizes forfeitures as they occur. For service and performance-based stock options, the Company determines the grant date fair value using the Black‐Scholes option pricing model, which requires the input of certain assumptions, including the expected life of the stock‐based payment award, stock price volatility and risk‐free interest rate. For market-based stock options, the Company determines the grant date fair value using the Monte Carlo simulation model, which requires the input of certain assumptions, including the derived service period and the volatility

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