XML 28 R12.htm IDEA: XBRL DOCUMENT

Investments in Other Entities and Noncontrolling Interest in a Subsidiary

12 Months Ended

Dec. 31, 2024

Investments, All Other Investments [Abstract]

Investments in Other Entities and Noncontrolling Interest in a Subsidiary

Note 3 —Investments in Other Entities and Noncontrolling Interest in a Subsidiary

TotalEnergies Joint Venture

On March 3, 2021, the Company entered into an agreement (the “TotalEnergies JV Agreement”) with TotalEnergies S.E. (“TotalEnergies”) to create 50-50 joint ventures to develop ADG RNG production facilities in the U.S. Pursuant to the TotalEnergies JV Agreement, each ADG RNG production facility project will be formed as a separate limited liability company (“LLC”) that is owned 50-50 by the Company and TotalEnergies, and contributions to such LLCs count toward the TotalEnergies JV Equity Obligations (as defined below). The TotalEnergies JV Agreement contemplates investing up to $400.0 million of equity in production projects, and TotalEnergies and the Company each committed to initially provide $50.0 million (the “TotalEnergies JV Equity Obligations”). In October 2021, TotalEnergies and the Company executed an LLC agreement (the “DR Development Agreement”) for an ADG RNG production facility project (the “DR JV”). On June 27, 2023, the DR JV issued a capital call for $11.0 million in additional funding, requiring TotalEnergies and the Company each to contribute $5.5 million. Funds from the capital call will be used to fund required loan reserves and to paydown outstanding liabilities of the DR JV. On June 28, 2023, the Company contributed $5.5 million and advanced $5.5 million to the DR JV. In December 2023, the $5.5 million advance was refunded to the Company by the DR JV.

The Company accounts for its interest in the LLC using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the LLC’s operations. The Company recorded a loss of $0.2 million, $2.5 million, and $1.7 million from the LLC’s operations for the years ended December 31, 2022, 2023 and 2024, respectively. The Company had an investment balance of $7.5 million and $5.8 million as of December 31, 2023 and 2024, respectively.

The following table presents the combined summarized financial information of the TotalEnergies joint venture (in thousands):


	Year Ended December 31,
	2022		2023		2024
Revenue	$	—	$	1,462	$	4,489
Gross profit		—		173		2,540
Operating loss		(454)		(3,414)		(1,363)
Net loss	$	(454)	$	(4,951)	$	(3,372)


	As of December 31,
	2023		2024
Current assets	$	13,838	$	2,268
Non-current assets		33,289		32,200
Total assets	$	47,127	$	34,468

Current liabilities	$	2,518	$	2,315
Non-current liabilities		29,595		20,511
Total liabilities	$	32,113	$	22,826

bp Joint Venture

On April 13, 2021, the Company entered into an agreement (the “bp JV Agreement”) with bp that created a 50-50 joint venture (the “bpJV”) to develop, own and operate new ADG RNG production facilities in the U.S.

On December 20, 2023, the bpJV issued a capital call in the amount of $135.9 million. As a result, bp and the Company each contributed $67.95 million to the bpJV by December 31, 2023. Proceeds of this capital call will be used to develop ADG RNG projects and to fund bpJV’s working capital needs.

As of December 31, 2024, the Company and bp each own 50% of the bpJV, and all of the RNG produced from projects developed and owned by the bpJV will be available to the Company for sale as vehicle fuel pursuant to the Company’s marketing agreement with bp. The Company accounts for its interest in the bpJV using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the bpJV’s operations. The Company recorded a loss of $2.7 million, $4.4 million, and $13.8 million from this investment for the years ended December 31, 2022, 2023 and 2024, respectively. The Company had an investment balance in the bpJV of $220.3 million and $206.5 million as of December 31, 2023 and 2024, respectively. Combined summarized financial information of the bpJV is as follows (in thousands):


	Year Ended December 31,
	2022		2023		2024
Revenue	$	—	$	—	$	6,129
Gross profit		—		—		(6,507)
Operating loss		(7,210)		(15,074)		(40,165)
Net loss		(5,485)		(10,241)		(32,268)
Net loss attributable to bpJV	$	(5,426)	$	(9,127)	$	(27,669)

			As of December 31,
			2023		2024
Current assets			$	209,973	$	142,505
Non-current assets				296,240		351,016
Total assets			$	506,213	$	493,521

Current liabilities			$	27,706	$	19,132
Non-current liabilities				13,558		41,708
Total liabilities			$	41,264	$	60,840

Equity attributable to shareowners of bpJV			$	440,613	$	412,944
Equity attributable to noncontrolling interest				24,336		19,737
Total equity			$	464,949	$	432,681

Maas Energy Works, LLC Joint Development

On May 8, 2024, the Company entered into a joint development agreement (the “Maas JDA”) with Maas Energy Works, LLC (“Maas”), granting the Company exclusive right to acquire, fund and participate in the development of certain ADG RNG production projects at dairy farms subject to its due diligence. Pursuant to the Maas JDA, the Company will provide financing to fund the development, construction, operation and maintenance of approved ADG RNG production projects, and Maas will manage and oversee the development, construction, operations and maintenance of such approved projects. The Company 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%. The Company contemplates investing up to $132.0 million of equity capital in production projects in connection with the Maas joint development. RNG produced from projects developed and constructed in connection with the Maas joint development will be available to the Company for sale as vehicle fuel.

Pursuant to the Maas JDA, each approved ADG RNG production project will be formed as a separate, special purpose project limited liability company that will be wholly-owned by a holding company (collectively, the “Project LLC”), which is jointly controlled by Maas and the Company. The Company accounts for its interest in the Project LLC using the equity method of accounting because it has the ability to exercise significant influence but does not control the Project LLC’s operations. In the year ended December 31, 2024, the Project LLC issued capital calls totaling $32.6 million, which has

been contributed by the Company. Proceeds of the capital calls will be used to develop and construct ADG RNG projects. No income or loss was recorded from the Project LLC’s operations for the year ended December 31, 2024. The Company had an investment balance of $0.0 million and $33.8 million as of December 31, 2023 and 2024, respectively.

SAFE S.p.A

In December 2024, in order to effect a change in corporate form, SAFE&CEC S.r.l. was merged into its wholly owned subsidiary SAFE S.p.A., with SAFE S.p.A. as the surviving entity. Our rights and ownership in the combined entity were not impacted. SAFE S.p.A. is focused on manufacturing, selling and servicing natural gas fueling compressors and related equipment for the global natural gas fueling market. As of December 31, 2024, the Company owns a 49% ownership interest in SAFE S.p.A. The Company accounts for its interest in SAFE S.p.A. using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over SAFE S.p.A.’s operations. The Company recorded losses from this investment of $0.6 million, $1.7 million and $2.2 million for the years ended December 31, 2022, 2023 and 2024, respectively. The Company had an investment balance in SAFE S.p.A. of $21.2 million and $17.4 million as of December 31, 2023 and 2024, respectively. Summarized financial information of SAFE S.p.A. is as follows (in thousands):


	Year Ended December 31,
	2022		2023		2024
Revenue	$	110,104	$	97,740	$	89,345
Gross profit		24,902		24,098		26,557
Operating income (loss)		2,513		(562)		(2,714)
Net income (loss)	$	951	$	(2,148)	$	(3,791)

			As of December 31,
			2023		2024
Current assets			$	79,981	$	59,628
Non-current assets				59,636		54,985
Total assets			$	139,617	$	114,613

Current liabilities			$	70,193	$	58,410
Non-current liabilities				20,888		14,667
Total liabilities			$	91,081	$	73,077

Other Equity Method Investments

The Company had investment balances in other equity method investments totaling $1.8 million as of December 31, 2023 and 2024. The Company recorded income (loss) from other equity method investments of $(1.2) million, $(3.9) million, and $(8.8) million for the years ended December 31, 2022, 2023 and 2024, respectively. The Company accounts for its interest using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the investees’ operations. Combined summarized financial information of the Company’s other equity method investments is as follows (in thousands):


	Year Ended December 31,
	2022		2023		2024
Revenue	$	1,217	$	615	$	574
Gross profit		506		327		287
Operating loss		(2,556)		(4,513)		(9,150)
Net loss	$	(2,585)	$	(4,539)	$	(9,173)


	As of December 31,
	2023		2024
Current assets	$	1,436	$	1,445
Non-current assets		4,281		811
Total assets	$	5,717	$	2,256

Current liabilities	$	1,231	$	232
Non-current liabilities		6,312		13,023
Total liabilities	$	7,543	$	13,255

NG Advantage

On October 14, 2014, the Company entered into a Common Unit Purchase Agreement (“UPA”) with NG Advantage for a 53.3% controlling interest in NG Advantage. Subsequently, the Company’s controlling interest increased in connection with various equity and financing arrangements with NG Advantage. As of December 31, 2024, the Company’s controlling interest in NG Advantage was 93.3%. NG Advantage is engaged in the business of transporting CNG in high-capacity trailers to industrial and institutional energy users, such as hospitals, food processors, manufacturers and paper mills that do not have direct access to natural gas pipelines.

In connection with the arrangement between NG Advantage and bp for the supply, sale and reservation of a specified volume of CNG transportation capacity until February 2022, on February 28, 2018, the Company entered into a guaranty agreement with NG Advantage and bp pursuant to which the Company guaranteed NG Advantage’s payment obligations to bp in the event of default by NG Advantage under the supply arrangement, in an amount up to an aggregate of $30.0 million plus related fees which was subsequently reduced to $15.0 million effective June 24, 2020. As initial consideration for the guaranty agreement, NG Advantage issued to the Company 19,660 common units, which increased the Company’s controlling interest in NG Advantage from 53.3% to 53.5%.

On October 1, 2018, the Company purchased 1,000,001 common units from NG Advantage for an aggregate cash purchase price of $5.0 million. This purchase increased Clean Energy’s controlling interest in NG Advantage from 53.5% to 61.7%.

In each month from November 2018 through February 2019, the Company was issued 100,000 additional common units of NG Advantage, for a total of 400,000 common units, pursuant to the guaranty agreement entered in February 2018. The issuance of 400,000 additional common units increased the Company’s controlling interest in NG Advantage to 64.6%.

During the year ended December 31, 2019, the Company agreed to lend NG Advantage up to $26.7 million under a series of promissory notes that were incorporated into a delayed draw convertible promissory note (the “November 2019 Convertible Note”). In connection with the promissory notes between NG Advantage and the Company, NG Advantage issued to the Company warrants to purchase 2,086,879 common units. On February 6, 2020, the Company converted the outstanding principal and accrued interest under the November 2019 Convertible Note into common units of NG Advantage, resulting in an increase in the Company’s controlling interest in NG Advantage from 64.6% to 93.2%.

On February 29, 2020, NG Advantage issued to the Company 283,019 common units of NG Advantage pursuant to the guaranty agreement entered into in February 2018, increasing the Company’s controlling interest in NG Advantage to 93.3%. On February 28, 2022, the supply arrangement between NG Advantage and bp expired. As a result, the Company’s obligations under the guaranty agreement entered into in February 2018 were fully released. As of December 31, 2023, the Company’s controlling interest in NG Advantage remained at 93.3%.

For the year ended December 31, 2022, NG Advantage borrowed $29.1 million from the Company under a series of advance agreements. There were no borrowings by NG Advantage in the years ended December 31, 2023 and 2024, respectively. As of December 31, 2023 and 2024, NG advantage had a total outstanding principal balance of $47.5 million, plus accrued and unpaid interest under the advance agreements. These intercompany transactions have been eliminated in consolidation.

The Company recorded a loss attributable to the noncontrolling interest in NG Advantage of $0.9 million, $0.6 million, and $0.6 million for the years ended December 31, 2022, 2023 and 2024, respectively. The noncontrolling interest was $6.9 million and $6.3 million as of December 31, 2023 and 2024, respectively.

Investments in Equity Securities

For investments in equity securities of privately held entities without readily determinable fair values, the Company measures such investments at cost, adjusted for impairment, if any, and observable price changes in orderly transactions for the identical or similar investment of the same issuer. The Company reviews the carrying value of its cost method investments for impairment at each reporting period, to identify whenever events or changes in circumstances indicate that the investment amount may not be recoverable. As a result of the investees’ deteriorating financial results in late 2024, including continuing losses and operating cash outflows, the Company concluded that its investments are impaired as of December 31, 2024 and recognized an impairment loss of $8.1 million. As of December 31, 2023 and 2024, the Company had an investment balance recorded at cost of $8.0 million and $0.0 million, respectively.