Clean Energy Fuels Corp.

Previous wording

This MD&A and the other disclosures in this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements other than historical facts. These statements relate to future events or circumstances or our future performance, and they are based on our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “if,” “may,” “might,” “shall,” “will,” “can,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “goal,” “objective,” “initiative,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “forecast,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements we make in this discussion include statements about, among other things, our future financial and operating performance, our growth strategies and operational plans, including expectations regarding our delivery and sales of RNG and Environmental Credits (each as defined below), and anticipated trends in our industry and our business.

Current wording

This MD&A and the other disclosures in this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements other than historical facts. These statements relate to future events or circumstances or our future performance, and they are based on our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “if,” “may,” “might,” “shall,” “will,” “can,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “goal,” “objective,” “initiative,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “forecast,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements we make in this report include statements about, among other things, our future financial and operating performance, our growth strategies and operational plans, including expectations regarding our delivery and sales of RNG and Environmental Credits (each as defined below), and anticipated trends in our industry and our business.

Previous wording

The preceding list is not intended to be an exhaustive list of all topics addressed by our forward-looking statements. Although the forward-looking statements we make reflect our good faith judgment based on available information, they are only predictions. Accordingly, our forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that might cause or contribute to such differences include, among others, those discussed under “Risk Factors” in Part II, Item 1A of this report, as such factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC. In addition, we operate in a competitive and rapidly evolving industry in which new risks emerge from time to time, and it is not possible for us to predict all of the risks we may face. Nor can we assess the effect of all factors on our business or the extent to which any factor or combination of factors could cause actual results to differ from our expectations. As a result of these and other potential risks and uncertainties, our forward-looking statements should not be relied on or viewed as guarantees of future events.

Current wording

The preceding list is not intended to be an exhaustive list of all of the topics addressed by our forward-looking statements. Although the forward-looking statements we make reflect our good faith judgment based on available information, they are only predictions of future events and conditions. Accordingly, our forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that might cause or contribute to such differences include, among others, those discussed under “Risk Factors” in Part II, Item 1A of this report, as such factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC. In addition, we operate in a competitive and rapidly evolving industry in which new risks emerge from time to time, and it is not possible for us to predict all of the risks we may face. Nor can we assess the impact of all factors on our business or the extent to which any factor or combination of factors could cause actual results to differ from our expectations. As a result of these and other potential risks and uncertainties, our forward-looking statements should not be relied on or viewed as guarantees of future events or conditions.

Previous wording

All of our forward-looking statements in this report are made only as of the date of this document and, except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, including to conform these statements to actual results or to changes in our expectations. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC for the most recent information about our forward-looking statements and the risks and uncertainties related to these statements. We qualify all of our forward-looking statements by this cautionary note.

Current wording

All of our forward-looking statements in this report are made only as of the date of this report and, except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, including to conform these statements to actual results or to changes in our expectations. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC for the most recent information about our forward-looking statements and the risks and uncertainties related to these statements. We qualify all of our forward-looking statements by this cautionary note.

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 September 30, 2024, we deliver RNG to the transportation market through 583 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 September 30, 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 March 31, 2025, 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 26 fueling stations in Canada as of March 31, 2025.

Previous wording

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.

Current wording

Longer term, we may 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.

Previous wording

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

Current wording

Impact of Tariffs, Inflation, Labor Shortage, Material Availability and Interest Rate

Previous wording

In recent periods, we have experienced increases in commodity and supply chain costs due to inflationary pressures. Additionally, effects stemming from the COVID-19 pandemic have caused disruptions in labor supply and in supply chains, leading to shortages of certain 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 II, Item 1A of this report.

Current wording

In recent periods, we have experienced increases in commodity and supply chain costs due to inflationary pressures. Additionally, disruptions in labor supply and in supply chains, have led to shortages of certain 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 II, Item 1A of this report.

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 and nine months ended September 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.

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, 2022, 2023 and 2024 and for the three months ended March 31, 2024 and 2025. 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

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.

Current wording

South Fork Dairy Farm 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.

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 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 Company is gathering facts, closely monitoring the bankruptcy proceedings, and assessing possible future developments and alternatives.

Current 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 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 and certain of its affiliates (“the Debtors”) 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. The Debtors subsequently filed multiple amended plans of reorganization, the most recent of which was filed on March 25, 2025 (the “Debtor Plan”) that, among other things, contemplates providing the Debtors until November 2027 to close on additional financing. The Debtor Plan includes a determination by the Debtors to “assume” (accept) the agreements between Debtor entities and bpJV entities, but the Debtor Plan is not guaranteed to be confirmed. During the bankruptcy proceeding, the dairy continues to operate. As of March 31, 2025, the bpJV has invested approximately $220 million to fund construction of the ADG RNG production project and other project-related costs. Remaining costs to complete the project are estimated to be approximately $54 million. Upon completion, the project is expected to produce approximately 3.5 million gallons of RNG annually.

Previous wording

Our business and prospects are exposed to numerous risks and uncertainties. For more information, see “Risk Factors” in Part II, Item 1A of this report. In addition, our performance in any period may be affected by various trends in our business and our industry, including certain seasonality trends. See the description of the key trends in our past performance and anticipated future trends included in the MD&A contained in our 2023 Form 10-K. Except as set forth below, and in “Impact of COVID-19, Inflation, Labor Shortage, Material Availability and Interest Rate” above, there have been no material changes to such trends as described in the MD&A contained in our 2023 Form 10-K.

Current wording

Our business and prospects are exposed to numerous risks and uncertainties. For more information, see “Risk Factors” in Part II, Item 1A of this report. In addition, our performance in any period may be affected by various trends in our business and our industry, including certain seasonality trends. See the description of the key trends in our past performance and anticipated future trends included in the MD&A, contained in this report and our 2024 Form 10-K. Except as set forth below, and in “Impact of Tariffs, Inflation, Labor Shortage, Material Availability and Interest Rate” above, there have been no material changes to such trends as described in the MD&A contained in our 2024 Form 10-K.

Previous wording

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.

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, increased tariffs, lingering or reoccurring pandemic effects, supply chain challenges, government regulations related to other alternative fuels or products, regulatory uncertainty 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.

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 2022, 2023 and 2024 and will likely continue to be volatile. During the first quarter of 2025 RIN prices have been about 30% lower than the prices seen in 2024 and could continue to remain low throughout 2025.

Previous wording

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

Current wording

Our risk management activities are discussed in the MD&A contained in our 2024 Form 10-K. During the three months ended March 31, 2025, there were no material changes to these activities.

Previous wording

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the appropriate application of accounting policies, some of which require us to make estimates and assumptions that affect the amounts reported and related disclosures in our condensed consolidated financial statements. We base our estimates on historical experience and various assumptions that we believe are reasonable under the circumstances. To the extent there are differences between these estimates and actual results, our financial condition or results of operations could be materially affected.

Current wording

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the appropriate application of accounting policies, some of which require us to make estimates and assumptions that affect the amounts reported and related disclosures in our condensed consolidated financial statements. We base our estimates on historical experience and various assumptions that

Previous wording

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 goodwill impairment test. We perform the impairment test annually on October 1 st, or more frequently if facts or circumstances change that would indicate that the carrying amount may be impaired.

Current wording

Goodwill represents the excess of costs incurred over the fair value of the net assets of acquired businesses. We assess goodwill using either a qualitative or quantitative approach to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying value. Judgment is required 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 have determined that the Company has one single reporting unit for the purpose of the goodwill impairment test. The goodwill impairment test is performed annually on October 1 st, or more frequently if facts or circumstances change that would indicate that the carrying amount of the Company may be impaired.

Previous wording

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 our assessment of the fair value and goodwill impairment for the reporting unit.

Current wording

A quantitative goodwill impairment analysis was performed as of March 31, 2025. The quantitative goodwill impairment test estimated the fair value of the Company’s single reporting unit 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 carrying value exceeded fair value, by an amount greater than the carrying value of goodwill.

Previous wording

Product revenue. Product revenue for the three months ended September 30, 2024 increased by $8.6 million to $89.9 million, representing 85.7% of total revenue, compared to $81.3 million, representing 85.0% of total revenue, for the three months ended September 30, 2023. The increase was primarily due to (1) increased bulk fuel sales into the marine sector, increased volumes of vehicle fueling at our stations, and a decrease of $1.0 million in non-cash stock-based sales incentive contra-revenue charges relating to the Amazon Warrant Asset that was fully amortized by the end of 2023, resulting in a $4.1 million net increase in fuel sales from the prior year period. In addition, (2) an increase in RIN revenue of $4.3 million principally attributable to higher share of RIN values in the third quarter of 2024 when compared to that in the same period of 2023, (3) an increase in AFTC revenue of $1.0 million in part due to higher bulk fuel sales into the marine sector, and (4) an increase in station construction sales of $0.1 million due to increased construction activities , all contributed to the increase in product revenue in the third quarter of 2024 when compared to the same period in 2023. The increase in product revenue between periods was partially offset by (1) a decrease in LCFS revenue of $0.9 million primarily due to lower LCFS credit prices in the third quarter of 2024.

Current wording

Product revenue. Product revenue for the three months ended March 31, 2025 increased by $0.9 million to $90.3 million, representing 87.0% of total revenue, compared to $89.4 million, representing 86.2% of total revenue, for the three months ended March 31, 2024. The increase was primarily due to (1) higher pricing partially due to higher underlying natural gas commodity costs in the first quarter of 2025 as compared to the first quarter of 2024 and increased volumes of vehicle fueling at our stations, partially offset by an increase of $4.4 million in non-cash stock-based sales incentive contra-revenue charges relating to the Amazon warrant, resulting in an $8.1 million net increase in fuel sales from the prior year period and (2) an increase in LCFS revenue of $4.0 million primarily due to the timing of a sale of certain LCFS credits for the three months ended March 31, 2024 being transacted in April 2024. The increase in product revenue between periods was partially offset by (1) a decrease in RIN revenue of $3.6 million principally attributable to lower RIN credit prices, lower volume, and lower share of RIN values in the first quarter of 2025 when compared to that in the same period of 2024, (2) a decrease in AFTC revenue of $5.4 million in part due to the expiration of the program in December 2024, and (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 loss of $0.6 million in the first quarter of 2025 compared to an unrealized gain of $1.6 million in same period of 2024.

Previous wording

Service revenue. Service revenue for the three months ended September 30, 2024 increased $0.7 million to $15.0 million, representing 14.3% of total revenue, compared to $14.3 million, representing 15.0% of total revenue, for the three months ended September 30, 2023. The increase was primarily due to additional work performed at private stations.

Current wording

Service revenue. Service revenue for the three months ended March 31, 2025 decreased $0.8 million to $13.5 million, representing 13.0% of total revenue, compared to $14.3 million, representing 13.8% of total revenue, for the three months ended March 31, 2024. The decrease was primarily due to less work performed at private stations.

Previous wording

Product cost of sales. Product cost of sales for the three months ended September 30, 2024 decreased by $1.5 million to $63.9 million, representing 60.9% of total revenue, from $65.4 million, representing 68.5% of total revenue, in

Current wording

Product cost of sales. Product cost of sales for the three months ended March 31, 2025 increased by $1.4 million to $67.8 million, representing 65.4% of total revenue, from $66.4 million, representing 64.0% of total revenue, in the three months ended March 31, 2024. The increase was primarily due to higher underlying natural gas commodity costs, with a $0.8 million decrease in station construction costs.

Previous wording

Service cost of sales. Service cost of sales for the three months ended September 30, 2024 increased by $0.3 million to $9.3 million, representing 8.9% of total revenue, compared with $9.0 million or 9.4% of total revenue in the three months ended September 30, 2023. The increase was primarily due to the additional work performed at private stations.

Current wording

Service cost of sales. Service cost of sales for the three months ended March 31, 2025 decreased by $1.0 million to $8.2 million, representing 7.9% of total revenue, compared with $9.2 million or 8.8% of total revenue in the three months ended March 31, 2024. The decrease was primarily due to the less work performed at private stations.

Previous wording

Selling, general and administrative. Selling, general and administrative expenses decreased by $0.2 million to $28.9 million in the three months ended September 30, 2024, from $29.1 million in the three months ended September 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 $3.0 million increase in general business, selling and administrative expenses.

Current wording

Selling, general and administrative. Selling, general and administrative expenses increased by $1.3 million to $27.5 million in the three months ended March 31, 2025, from $26.2 million in the three months ended March 31, 2024. The increase was primarily driven by a $2.2 million increase in general business, selling and administrative expenses, partially offset by a $0.9 million decrease in stock-based compensation expense due to vesting of equity awards granted in prior period.

Previous wording

Interest expense. Interest expense increased by $4.5 million to $8.4 million in the three months ended September 30, 2024, from $3.9 million in the three months ended September 30, 2023, primarily due to (1) a $3.7 increase due to higher outstanding indebtedness and (2) a 0.8 increase due to higher amortization of debt discount and issuance costs.

Current wording

Interest expense. Interest expense decreased by $0.3 million to $7.5 million in the three months ended March 31, 2025, from $7.8 million in the three months ended March 31, 2024, primarily due to lower amortization of debt discount and issuance costs.

Previous wording

Interest income. Interest income increased by $1.0 million to $3.6 million in the three months ended September 30, 2024, from $2.6 million in the three months ended September 30, 2023, primarily due to higher average interest rates of the Company’s short-term investments and loan receivables.

Current wording

Interest income. Interest income decreased by $0.7 million to $2.9 million in the three months ended March 31, 2025, from $3.6 million in the three months ended March 31, 2024, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balance of the Company’s short-term investments.

Previous wording

Loss from equity method investments. Loss from equity method investments increased by $1.7 million to $5.0 million in the three months ended September 30, 2024, from $3.3 million in the three months ended September 30, 2023, due to the operating results of SAFE&CEC S.r.l., Rimere, and our joint venture(s) with TotalEnergies and bp.

Current wording

Loss from equity method investments. Loss from equity method investments increased by $1.3 million to $6.7 million in the three months ended March 31, 2025, from $5.4 million in the three months ended March 31, 2024, due to the operating results of SAFE S.p.A., Rimere, and our joint ventures with TotalEnergies and bp.

Previous wording

*Income tax (expense) benefit.*Income tax benefit was $0.1 million for the three months ended September 30, 2023. We recognized an income tax expense of $0.1 million for the three months ended September 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.

Current wording

*Income tax (expense) benefit.*Income tax benefit was $0.2 million and $2.9 million for the three months ended March 31, 2024 and 2025, respectively. 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 September 30, 2023 and 2024, we recorded a gain of $0.1 million and $0.1 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 the three months ended March 31, 2024 and 2025, we recorded a gain of $0.2 million and $0.1 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 2024 and 2025 periods.

Previous wording

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

Current wording

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 our existing joint ventures, 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.

Previous wording

Operating Activities. Cash provided by operating activities was $42.7 million in the nine months ended September 30, 2024, compared to cash provided by operating activities of $0.8 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 nine months ended September 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 nine months ended September 30, 2024 when compared to the same period in 2023.

Current wording

Operating Activities. Cash provided by operating activities was $23.4 million in the three months ended March 31, 2025, compared to cash provided by operating activities of $2.6 million in the comparable 2024 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 three months ended March 31, 2025 when compared to the same period in 2024. 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, 2025 when compared to the same period in 2024.

Previous wording

Investing Activities. Cash used in investing activities was $30.6 million in the nine months ended September 30, 2024, compared to cash used in investing activities of $96.7 million in the comparable 2023 period. The decrease in cash used in investing activities was primarily attributable to a $41.3 million increase in net maturities of short-term investments in the nine months ended September 30, 2024 when compared to the same period in 2023, a $22.7 million net decrease in capital expenditures on property and equipment and on RNG production projects, and a $2.2 million decrease in investments in other entities.

Current wording

Investing Activities. Cash provided by investing activities was $7.4 million in the three months ended March 31, 2025, compared to cash used in investing activities of $19.9 million in the comparable 2024 period. The increase in cash provided by investing activities was primarily attributable to a $20.3 million increase in net maturities of short-term investments in the three months ended March 31, 2025 when compared to the same period in 2024, a 2.0 million decrease in disbursements in loan receivable, and a $5.5 million net decrease in capital expenditures on property and equipment and on RNG production projects.

Previous wording

Financing Activities. Cash used in financing activities was $0.1 million in the nine months ended September 30, 2024, compared to cash used in financing activities of $3.0 million in the comparable 2023 period. The decrease in cash used in 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.

Current wording

Financing Activities. Cash used in financing activities was $1.9 million in the three months ended March 31, 2025, compared to cash provided by financing activities of $1.8 million in the comparable 2024 period. The increase in cash used in financing activities was primarily attributable to lower cash receipts of incentive payments relating to our Adopt-a-Port program, higher cash payments on repurchases of our common stock and higher repayment of proceeds for our Adopt-a-Port program, partially offset by lower cash payments of debt issuance fees relating to our debt instruments.

Previous 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 $65.0 million to develop ADG RNG production facilities. As of September 30, 2024, we have invested $284.9 million in the development of ADG RNG production facilities, which includes $242.2 million contributed to our joint ventures.

Current wording

we expect to fund these expenditures primarily through cash on hand and cash generated from operations. Further, in 2025, we anticipate deploying up to approximately $100.0 million to develop ADG RNG production facilities. As of March 31, 2025, we have invested $332.9 million in the development of ADG RNG production facilities, which includes $271.9 million contributed to our joint ventures.

Previous wording

We had total indebtedness, consisting of our debt and finance leases, of approximately $303.3 million in principal amount as of September 30, 2024, of which approximately $0.9 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 September 30, 2024, we expect our total interest payment obligations relating to our indebtedness to be approximately $29.3 million in 2024, $22.0 million of which had been paid when due as of September 30, 2024. We plan to and believe we are able to make all expected principal and interest payments in the next 12 months.

Current wording

In accordance with the terms of the Stonepeak Credit Agreement, the Company has elected to pay a portion of its interest in kind (“PIK”) up to a total of $15 million, in increments of $5 million on each quarter-end of March 31, 2025, June 30, 2025 and September 30, 2025. Accordingly, the Company’s outstanding principal balance increased from $300 million to $305 million as of March 31, 2025. Based on our outstanding indebtedness, applicable interest rate and our election to PIK a portion of the interest, we expect our total cash interest payment obligations relating to our indebtedness to be approximately $14.9 million in 2025, $2.2 million of which had been paid when due as of March 31, 2025. We plan to and believe we are able to make all expected interest payments in the next 12 months.

Previous wording

We also have indebtedness, including the amount representing interest, from our operating leases of approximately $153.3 million as of September 30, 2024, of which approximately $4.0 million, $16.7 million, $16.6

Current wording

We also have indebtedness, including the amount representing interest, from our operating leases of approximately $143.3 million as of March 31, 2025, of which approximately $12.3 million, $16.5 million, $16.6 million, $15.8 million, $15.0 million and $67.1 million are expected to become due in 2025, 2026, 2027, 2028, 2029 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 September 30, 2024, excluding current portion of restricted cash, we had total cash and cash equivalents and short-term investments of $243.5 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 March 31, 2025, excluding the current portion of restricted cash, we had total cash and cash equivalents and short-term investments of $226.6 million, compared to $217.5 million as of December 31, 2024.

Previous 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).

Current wording

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

Previous wording

As of September 30, 2024, we have quarterly fixed-price natural gas purchase contracts with take-or-pay commitments extending through March 2025.

Current wording

The Company enters into quarterly fixed price natural gas purchase contracts with take-or-pay commitments. There were no fixed commitments under these contracts as of March 31, 2025.