Clean Energy Fuels Corp

Previous wording

As a clean energy solutions provider, we supply RNG (sourced from third party sources and from our anaerobic digester gas (“ADG”) RNG joint venture projects with TotalEnergies S.E. and bp (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 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.

Current wording

As a clean energy solutions provider, we supply RNG (sourced from third party sources and from our anaerobic digester gas (“ADG”) RNG joint venture projects with TotalEnergies S.E. and BP Products North America, Inc. (“bp”) (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 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.

Previous wording

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 March 31, 2024, we deliver RNG to the transportation market through 579 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 24 fueling stations in Canada as of March 31, 2024.

Current wording

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 June 30, 2024, we deliver RNG to the transportation market through 584 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 24 fueling stations in Canada as of June 30, 2024.

Previous wording

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, 2021, 2022 and 2023 and for the three months ended March 31, 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.

Current wording

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, 2021, 2022 and 2023 and for the three and six months ended June 30, 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.

Previous wording

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 American Inc. (the “bpJV”) filed for Chapter 11 bankruptcy protection in the Bankruptcy Court for the District of Idaho. 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 Company is gathering facts, closely monitoring the bankruptcy proceedings, and assessing possible future developments and alternatives. At present, substantial uncertainty exists and a wide range of potential outcomes are possible, from continuing to construct and operate the project as

Current wording

North American Inc. (the “bpJV”) filed for Chapter 11 bankruptcy protection in the Bankruptcy Court for the District of Idaho. 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 Company is gathering facts, closely monitoring the bankruptcy proceedings, and assessing possible future developments and alternatives. At present, substantial uncertainty exists and a wide range of potential outcomes are possible, from continuing to construct and operate the project as contemplated prior to the bankruptcy proceedings to taking a loss of a substantial part of our investment due to the outcome of the proceedings. In light of this situation, the bpJV has taken steps to vigorously protect its interests in connection with the bankruptcy proceedings and is considering adjusting its capital expenditure schedule for the project, delaying certain expenditures to the extent permitted by the applicable contracts, until more clarity develops.

Previous wording

The market for our vehicle fuels is a relatively new and developing market, and has experienced 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. Slower growth may occur due to unfavorable macroeconomic events such as inflationary pressures, lingering or reoccurring pandemic effects, supply chain challenges, or other events.

Current wording

The market for our vehicle fuels is a relatively new and developing market, and has experienced 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. Slower growth may occur due to unfavorable macroeconomic events such as inflationary pressures, lingering or reoccurring pandemic effects, supply chain challenges, government regulations related to other alternative fuels or products, or other events.

Previous wording

Market prices for RINs and LCFS Credits can be volatile and unpredictable, and the prices for such credits can be subject to significant fluctuations. The value of RINs and LCFS Credits (derived from market prices) can materially affect our revenue. Prices have fluctuated significantly during 2021, 2022 and 2023 and will likely continue to be volatile. Further, LCFS Credit prices have fluctuated significantly during 2022 and 2023 and will likely continue to be volatile.

Current wording

Market prices for RINs and LCFS Credits can be volatile and unpredictable, and the prices for such credits can be subject to significant fluctuations. The value of RINs and LCFS Credits (derived from market prices) can materially affect our revenue. Prices have fluctuated significantly during 2021, 2022 and 2023 and will likely continue to be volatile.

Previous wording

The market price of our common stock has been and may continue to be volatile and unpredictable. If a decline of our market capitalization were sustained, we may need to perform goodwill impairment tests more frequently and it is possible that our goodwill could become impaired, which could result in material non-cash charges and adversely affect our results of operations.

Current wording

The market price of our common stock has been and may continue to be volatile and unpredictable. If a decline of our market capitalization were sustained, we may need to perform, and have in the past performed, goodwill impairment tests more frequently and it is possible that our goodwill could become impaired, which could result in material non-cash charges and adversely affect our results of operations.

Previous wording

Our risk management activities are discussed in the MD&A contained in our 2023 Form 10-K. During the three months ended March 31, 2024, there were no material changes to these activities.

Current wording

Our risk management activities are discussed in the MD&A contained in our 2023 Form 10-K. During the six months ended June 30, 2024, there were no material changes to these activities.

Previous wording

Due to a decline in the market price of our common stock subsequent to December 31, 2023, we performed an interim quantitative goodwill impairment test as of March 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 7% or $70.0 million. Although, subsequent to March 31, 2024, there has been further declines in the market price of our common stock and in our market capitalization, we have not deemed that such decline will be sustained nor have we 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 March 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.

Current wording

Due to a decline in the market price of our common stock subsequent to December 31, 2023, we performed an interim quantitative goodwill impairment test as of June 30, 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 6% or $59.4 million. Although, subsequent to June 30, 2024, there have been further declines in the market price of our common stock and in our market capitalization, we have not deemed that such declines will be sustained nor have we 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 June 30, 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.

Previous wording

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.

Current wording

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

Previous wording

Service revenue. Service revenue for the three months ended March 31, 2024 increased $1.9 million to $14.3 million, representing 13.8% of total revenue, compared to $12.4 million, representing 9.4% of total revenue, for the three months ended March 31, 2023. The increase was primarily due to an increase in GGEs serviced and an increase in management fee revenue from our joint ventures with TotalEnergies and bp.

Current wording

Service revenue. Service revenue for the three months ended June 30, 2024 increased $0.1 million to $15.0 million, representing 15.3% of total revenue, compared to $14.9 million, representing 16.5% of total revenue, for the three months ended June 30, 2023. The increase was primarily due to an increase in GGEs serviced.

Previous wording

Service cost of sales. Service cost of sales for the three months ended March 31, 2024 increased by $1.6 million to $9.2 million, representing 8.8% of total revenue, compared with $7.6 million or 5.8% of total revenue in the three months ended March 31, 2023. The increase was primarily due to an increase in GGEs serviced.

Current wording

Service cost of sales. Service cost of sales for the three months ended June 30, 2024 increased by $1.4 million to $10.0 million, representing 10.2% of total revenue, compared with $8.6 million or 9.5% of total revenue in the three months ended June 30, 2023. The increase was primarily due to an increase in GGEs serviced.

Previous wording

Selling, general and administrative. Selling, general and administrative expenses decreased by $3.4 million to $26.2 million in the three months ended March 31, 2024, from $29.6 million in the three months ended March 31, 2023. The decrease was primarily driven by a $3.5 million decrease in stock-based compensation expense due to vesting of equity awards granted in prior years and a $0.4 million decrease in legal, consulting and other professional fees, partially offset by a $0.5 million increase in salaries and benefits due to higher headcount.

Current wording

Selling, general and administrative. Selling, general and administrative expenses decreased by $0.2 million to $28.3 million in the three months ended June 30, 2024, from $28.5 million in the three months ended June 30, 2023. The decrease was primarily driven by a $3.2 million decrease in stock-based compensation expense due to vesting of equity awards granted in prior years, partially offset by a $1.4 million increase in salaries and benefits due to higher headcount and a $1.6 million increase in general business, selling and administrative expenses.

Previous wording

Depreciation and amortization. Depreciation and amortization increased by $0.5 million to $11.2 million in the three months ended March 31, 2024, from $10.7 million in the three months ended March 31, 2023. The increase was primarily due to higher amount of depreciable assets.

Current wording

Depreciation and amortization. Depreciation and amortization increased by $0.4 million to $11.3 million in the three months ended June 30, 2024, from $10.9 million in the three months ended June 30, 2023. The increase was primarily due to higher amount of depreciable assets.

Previous wording

Interest expense. Interest expense increased by $3.4 million to $7.8 million in the three months ended March 31, 2024, from $4.4 million in the three months ended March 31, 2023, primarily due to (1) higher outstanding indebtedness and (2) higher amortization of debt discount and issuance costs.

Current wording

Interest expense. Interest expense increased by $3.5 million to $7.9 million in the three months ended June 30, 2024, from $4.4 million in the three months ended June 30, 2023, primarily due to (1) higher outstanding indebtedness and (2) higher amortization of debt discount and issuance costs.

Previous wording

Interest income. Interest income increased by $0.9 million to $3.6 million in the three months ended March 31, 2024, from $2.7 million in the three months ended March 31, 2023, primarily due to higher average interest rates and higher average balances of the Company’s short-term investments.

Current wording

Interest income. Interest income increased by $0.8 million to $3.6 million in the three months ended June 30, 2024, from $2.8 million in the three months ended June 30, 2023, primarily due to higher average interest rates of the Company’s short-term investments and loan receivables.

Previous wording

Loss from equity method investments. Loss from equity method investments increased by $3.5 million to $5.4 million in the three months ended March 31, 2024, from $1.9 million in the three months ended March 31, 2023, due to the operating results of SAFE&CEC S.r.l., our joint venture(s) with TotalEnergies and bp, and our other equity method investees.

Current wording

Loss from equity method investments. Loss from equity method investments increased by $3.9 million to $5.8 million in the three months ended June 30, 2024, from $1.9 million in the three months ended June 30, 2023, due to the operating results of SAFE&CEC S.r.l., Rimere, and our joint venture(s) with TotalEnergies and bp.

Previous wording

Income tax (expense) benefit. Income tax benefit was $0.1 million for the three months ended March 31, 2023. We recognized an income tax benefit of $0.2 million for the three months ended March 31, 2024. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill and the Company’s expected state tax expense.

Current wording

Income tax (expense) benefit. Income tax benefit was $0.1 million for the three months ended June 30, 2023. We recognized an income tax expense of $0.8 million for the three months ended June 30, 2024. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill and the Company’s expected state tax expense.

Previous wording

*Loss attributable to noncontrolling interest.*During the three months ended March 31, 2023 and 2024, we recorded a gain of $0.1 million and $0.2 million, respectively, for the noncontrolling interest in the net loss of NG Advantage, LLC (“NG Advantage”). The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2023 and 2024 periods.

Current wording

*Loss attributable to noncontrolling interest.*During each of the three months ended June 30, 2023 and 2024, we recorded a gain of $0.2 million for the noncontrolling interest in the net loss of NG Advantage, LLC (“NG Advantage”). The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2023 and 2024 periods.

Previous wording

Product revenue. Product revenue for the three months ended March 31, 2024 decreased by $30.3 million to $89.4 million, representing 86.2% of total revenue, compared to $119.7 million, representing 90.6% of total revenue, for the three months ended March 31, 2023. The decrease was primarily due to (1) lower average prices on fuel sold driven by a decrease in the prices of natural gas, partially offset by an increase in total GGEs of fuel sold, resulting in a $39.4 million decrease in product revenue from the prior year period and (2) a decrease in LCFS revenue of $2.5 million primarily due to the timing of a contract for the sale of certain LCFS credits being transacted in April 2024. The decrease in product revenue between periods was partially offset by (1) an increase in RIN revenue of $4.3 million principally attributable to higher average RIN prices, (2) an increase in AFTC revenue of $0.9 million primarily due to higher fuel volumes sold in the first quarter of 2024 when compared to the same period in 2023, (3) a decrease of $0.8 million in non-cash stock-based sales incentive contra-revenue charges relating to the Amazon Warrant due to zero amortization of a customer incentive asset in the first quarter of 2024, partially offset by higher customer fuel purchases, (4) a change in fair value of our commodity swap and customer contracts entered into in connection with ourZero Now truck financing program, as we recognized an unrealized gain of $1.6 million in the three months ended March 31, 2024 compared to an unrealized loss

Current wording

*Product revenue.*Product revenue for the six months ended June 30, 2024 decreased by $23.0 million to $172.4 million, representing 85.5% of total revenue, compared to $195.4 million, representing 87.7% of total revenue, for the six months ended June 30, 2023. The decrease was primarily due to (1) lower average prices on fuel sold driven by a decrease in the prices of natural gas, partially offset by an increase in total GGEs of fuel sold and a decrease of $0.7 million in non-cash stock-based sales incentive contra-revenue charges relating to the Amazon Warrant due to zero amortization relating to customer incentive asset in the six months ended June 30, 2024 partially offset by higher customer fuel purchases, resulting in a $34.6 million net decrease in fuel sales from the prior year period. In addition, (2) a decrease in LCFS revenue of $0.5 million primarily resulting from lower average LCFS prices also contributed to the decrease in product revenue for the six months ended June 30, 2024 when compared to the same period in 2023. The decrease in product revenue between periods was partially offset by (1) an increase in RIN revenue of $8.4 million principally attributable to higher average RIN prices, (2) an increase in AFTC revenue of $1.8 million primarily due to higher fuel volumes in the six months ended June 30, 2024 when compared to the same period in the prior year, (3) a change in fair value of our commodity swap and customer contracts entered into in connection with our truck financing program, as we recognized an unrealized gain of $1.7 million in the six months ended June 30, 2024 compared to an unrealized gain of $1.1 million in the same period of 2023, and (4) an increase in station construction sales of $1.3 million due to increased construction activities.

Previous wording

Product cost of sales. Product cost of sales for the three months ended March 31, 2024 decreased by $53.3 million to $66.4 million, representing 64.0% of total revenue, from $119.7 million, representing 90.5% of total revenue, in the three months ended March 31, 2023. The decrease was primarily due to lower average prices of natural gas in the first quarter of 2024 when compared to those in the same period in 2023. In the first quarter of 2023, there was a significant rise in the cost of natural gas in California during January and February. The effects of lower natural gas prices in the first quarter of 2024 were partially offset by an increase in GGEs of fuel sold and a $1.8 million increase in station construction costs.

Current wording

Product cost of sales. Product cost of sales for the six months ended June 30, 2024 decreased by $54.9 million to $120.3 million, representing 59.7% of total revenue, from $175.2 million, representing 78.7% of total revenue, in the six months ended June 30, 2023. The decrease was primarily due to lower average prices of natural gas in the six months ended June 30, 2024 when compared to those in the same period in the prior year. In 2023, there was a significant rise in the cost of natural gas in California during January and February. The effects of lower natural gas prices in the six months

Previous wording

Operating Activities. Cash provided by operating activities was $2.6 million in the three months ended March 31, 2024, compared to cash used in operating activities of $19.0 million in the comparable 2023 period. The increase in cash provided by operating activities was primarily attributable to higher gross margin relating to the procurement and sales of natural gas in the three months ended March 31, 2024 when compared to the same period in 2023. Additionally, changes in working capital resulting from the timing of cash receipts, accruals, billings and payments of cash contributed to the increase in cash provided by operating activities in the three months ended March 31, 2024 when compared to the same period in 2023.

Current wording

Operating Activities. Cash provided by operating activities was $21.4 million in the six months ended June 30, 2024, compared to cash used in operating activities of $7.0 million in the comparable 2023 period. The increase in cash provided by operating activities was primarily attributable to higher contributions relating to the procurement and sales of natural gas in the six months ended June 30, 2024 when compared to the same period in 2023. Additionally, changes in working capital resulting from the timing of cash receipts, accruals, billings and payments of cash contributed to the increase in cash provided by operating activities in the six months ended June 30, 2024 when compared to the same period in 2023.

Previous wording

Investing Activities. Cash used in investing activities was $19.9 million in the three months ended March 31, 2024, compared to cash provided by investing activities of $60.5 million in the comparable 2023 period. The increase in cash used in investing activities was primarily attributable to an $85.4 million increase in net purchases of short-term investments in the three months ended March 31, 2024 when compared to the same period in 2023 and a $3.6 million increase in net disbursements for loan receivables, partially offset by a net decrease of $8.3 million in capital expenditures on property and equipment and on RNG production projects and a $0.3 million receipt from insurance claims.

Current wording

Investing Activities. Cash used in investing activities was $3.9 million in the six months ended June 30, 2024, compared to cash used in investing activities of $62.0 million in the comparable 2023 period. The decrease in cash used in investing activities was primarily attributable to a $31.3 million increase in net maturities of short-term investments in the six months ended June 30, 2024 when compared to the same period in 2023, a $20.1 million net decrease in capital expenditures on property and equipment and on RNG production projects, a $1.1 million decrease in net disbursements for loan receivables and advances, a $5.3 million decrease in investments in other entities, and a $0.3 million receipt from insurance claims.

Previous wording

Financing Activities. Cash provided by financing activities was $1.8 million in the three months ended March 31, 2024, compared to $0.8 million used in financing activities in the comparable 2023 period. The increase in cash provided by financing activities was primarily attributable to higher cash receipts of incentive payments relating to our Adopt-a-Port program, partially offset by lower cash receipts from exercise of stock options and higher cash payments of debt issuance fees relating to the Stonepeak Credit Agreement (as defined in Note 12).

Current wording

Financing Activities. Cash provided by financing activities was $0.9 million in the six months ended June 30, 2024, compared to $2.2 million used in financing activities in the comparable 2023 period. The increase in cash provided by financing activities was primarily attributable to higher cash receipts of incentive payments relating to our Adopt-a-Port program and lower cash payments of debt issuance fees relating to our debt instruments, partially offset by lower cash receipts from exercise of stock options.

Previous wording

we expect to fund these expenditures primarily through cash on hand and cash generated from operations. Further, in 2024, we anticipate deploying up to approximately $120.0 million to develop ADG RNG production facilities. As of March 31, 2024, we have invested $273.9 million in the development of ADG RNG production facilities, which includes $238.1 million contributed to our joint ventures.

Current wording

Our business plan calls for approximately $60.0 million in capital expenditures in 2024. These capital expenditures primarily relate to the construction of fueling stations, IT software and equipment and LNG plant costs, and we expect to fund these expenditures primarily through cash on hand and cash generated from operations. Further, in 2024, we anticipate deploying up to approximately $120.0 million to develop ADG RNG production facilities. As of June 30, 2024, we have invested $278.4 million in the development of ADG RNG production facilities, which includes $239.2 million contributed to our joint ventures.

Previous wording

We had total indebtedness, consisting of our debt and finance leases, of approximately $303.5 million in principal amount as of March 31, 2024, of which approximately $1.5 million, $1.0 million, $0.6 million, $0.4 million, $0.0 million and $300.0 million are expected to become due in 2024, 2025, 2026, 2027, 2028 and thereafter, respectively. Based on our outstanding indebtedness and applicable interest rates as of March 31, 2024, we expect our total interest payment obligations relating to our indebtedness to be approximately $29.1 million in 2024, $7.1 million of which had been paid when due as of March 31, 2024. We plan to and believe we are able to make all expected principal and interest payments in the next 12 months.

Current wording

We had total indebtedness, consisting of our debt and finance leases, of approximately $303.6 million in principal amount as of June 30, 2024, of which approximately $1.2 million, $1.1 million, $0.7 million, $0.5 million, $0.1 million and $300.0 million are expected to become due in 2024, 2025, 2026, 2027, 2028 and thereafter, respectively. Based on our outstanding indebtedness and applicable interest rates as of June 30, 2024, we expect our total interest payment obligations relating to our indebtedness to be approximately $29.2 million in 2024, $14.4 million of which had been paid when due as of June 30, 2024. We plan to and believe we are able to make all expected principal and interest payments in the next 12 months.

Previous wording

We also have indebtedness, including the amount representing interest, from our operating leases of approximately $150.3 million as of March 31, 2024, of which approximately $11.4 million, $15.6 million, $15.6 million, $15.6 million, $14.8 million and $77.3 million are expected to become due in 2024, 2025, 2026, 2027, 2028 and thereafter, respectively.

Current wording

We also have indebtedness, including the amount representing interest, from our operating leases of approximately $164.4 million as of June 30, 2024, of which approximately $8.1 million, $17.4 million, $17.3 million, $17.4 million, $16.6 million and $87.6 million are expected to become due in 2024, 2025, 2026, 2027, 2028 and thereafter, respectively.

Previous wording

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 March 31, 2024, excluding current portion of restricted cash, we had total cash and cash equivalents and short-term investments of $248.9 million, compared to $263.1 million as of December 31, 2023.

Current wording

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 June 30, 2024, excluding current portion of restricted cash, we had total cash and cash equivalents and short-term investments of $249.3 million, compared to $263.1 million as of December 31, 2023.

Previous wording

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

Current wording

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 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.

Previous wording

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 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.

Current wording

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

Previous wording

We entered into a note purchase agreement, dated January 8, 2024, with Rimere 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 17).

Current wording

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 17).