Clean Energy Fuels Corp. Aktie

Hello, and welcome, everyone, joining today's Clean Energy Fuels Second Quarter 2026 Earnings Conference Call. [Operator Instructions] Please note, this call is being recorded. It is now my pleasure to turn the meeting over to Tom Driscoll.

Thank you, operator. Earlier this afternoon, Clean Energy released financial results for the second quarter ending June 30, 2026. If you did not receive the release, it is available on the Investor Relations section of the company's website, where the call is also being webcast. There will be a replay available on the website for 30 days. Before we begin, we'd like to remind you that some of the information contained in the news release and on this conference call contains forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Such forward-looking statements are not a guarantee of performance, and the company's actual results could differ materially from those contained in such statements.

Several factors that could cause or contribute to such differences are described in detail in the Risk Factors section of Clean Energy's Form 10-Q filed today. These forward-looking statements speak only as of the date of this release. The company undertakes no obligation to publicly update any forward-looking statements or supply new information regarding the circumstances after the date of this release. The company's non-GAAP EPS and adjusted EBITDA will be reviewed on the call and excludes certain expenses that the company's management does not believe are indicative of the company's core business operating results. Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for or superior to GAAP results. The directly comparable GAAP information, reasons why management uses non-GAAP information, a definition of non-GAAP EPS and adjusted EBITDA and a reconciliation between these non-GAAP and GAAP figures is provided in the company's press release, which has been furnished to the SEC on Form 8-K today.

With that, I will turn the call over to our President and Chief Executive Officer, Clay Corbus.

Thank you, Tom. Good afternoon, everyone. Today, we reported solid results for the second quarter, $106 million of revenue, $63 million of RNG sold and $16 million of adjusted EBITDA. These results were in line with our expectations and keep us on track for our annual financial outlook, which we are maintaining. We kept our balance sheet strong and finished the quarter with $138 million in cash and short-term investments. Our upstream RNG production business saw improvement in the second quarter, helped by better weather compared to the first quarter and continued ramp-up at our 2 largest projects, South Fork in Texas and East Valley in Idaho. There is still more work to be done as we ramp production and improve operations across our portfolio, and we expect continued improvement in the second half of the year.

In addition to our 8 operating RNG projects, we have 3 projects under construction through our joint venture with Maas Energy Works. We continue to make good progress and expect 2 projects to come online later this year with the final project finishing up next year. The Section 45Z clean fuel production credit is an important value driver for our RNG projects. We continue to await Treasury's finalization of the 45Z rules and credit values, which is now expected in the fourth quarter. We believe the finalized rule and updated GREET model, once released, will positively impact our upstream results in 2026 and the years ahead.

Our RNG fuel volume from heavy-duty trucking held steady during the quarter. We are seeing a handful of fleets add small numbers of trucks equipped with the X15N, but with the uncertainty surrounding the final 2027 emission standards recently released by the EPA, there has been a large prebuy of legacy diesel trucks. At the same time, we and others remain deeply engaged with many fleets that continue to show strong interest in RNG, particularly with higher diesel prices. Over the past 4 to 5 months, we increased our advertising to target the trucking industry, emphasizing RNG's low stable price compared to diesel. That effort has generated measurable interest and leads with potential new customers.

I also hope you saw the press release we distributed earlier this week about the growing natural gas heavy-duty truck market in Canada. We recently completed 2 additional stations, including a critical node in British Columbia just outside Vancouver that completes a Western Canadian natural gas fueling network. Canada has extremely high taxes on diesel and high truck mileage, which makes the cost comparison with natural gas all that much more attractive. And with the Cummins X15N arriving in the Canadian market, fleets that use a lot of fuel are responding very positively. As I mentioned on our last call, our legacy markets in transit and refuse continue to provide a solid foundation for us. 25 years after the first CNG buses rolled into cities, the transit market continues to be strong with new opportunities and new wins. In fact, just last week, the Federal Transit Administration announced that their funding will prioritize low-emission solutions like CNG over zero-emission buses.

Our fueling expertise also creates opportunities beyond RNG. Clean Energy has been awarded more contracts than any other company to build hydrogen fueling stations for transit agencies that are expanding with fuel cell buses, reinforcing our leadership in alternative fuel infrastructure. Last week, we announced the latest and largest hydrogen project to date, a $27 million contract with Orange County Transportation Authority to design and build a new private station. This station will support OCTA's existing fleet of 10 fuel cell buses plus the 40 buses the agency plans to add, demonstrating both the strength of our customer relationships and scalability and flexibility of our platform.

With nearly 30 years operating in the natural gas sector, our in-house capabilities also extend beyond vehicle fueling and RNG production. As we all know, the country is experiencing a rapidly evolving energy market and power grids are overtaxed. Because of this, we see emerging opportunities for clean energy and our ability to serve independent power solutions. Today, no one has nationwide compression capabilities that we do. And that CNG doesn't have to go into a vehicle tank. Large volumes can be put into tube trailers and transported to facilities that need power, but may have issues hooking up with a local grid or are not proximate to a natural gas pipeline. We can solve that problem. We currently serve customers across a range of natural gas solutions. And as demand for reliable, cleaner energy grows, customers are increasingly looking to us for these solutions. So let me share a few examples.

As many of you know, we deliver LNG marine bunker fuel to Pasha at the Port of Long Beach and have been doing this for the past 3 years. We produce the LNG at our plant in Boron, California, transported to the port using our fleet of LNG cryogenic tanker trucks and provide fueling services that enable Pasha's container ships to continually operate on cleaner burning LNG. Our LNG team has experience that includes designing and building LNG systems for gas to power applications. As an example, we were recently awarded contracts for 2 projects in Puerto Rico that will provide energy security and resiliency for a pharmaceutical manufacturing facility owned by a global health care provider and another one for a 6-megawatt power plant. For customers that would rather operate the facilities with cleaner, less expensive natural gas versus fuel oil or cannot get enough electric power, we deliver compressed natural gas through our fleet of CNG tube trailers to commercial and industrial customers that do not have pipeline access.

We have long-standing relationships with large volume customers, but we are also discovering new customers and new markets. Just recently, we signed a contract to supply CNG to a large fulfillment center in California that needs a bridge fuel solution for its power generation while it indefinitely awaits a utility connection. Clean Energy is uniquely positioned to provide natural gas solutions to customers across multiple fuel types, multiple applications and multiple regions in the United States and Canada. We have room to grow here, and we are excited about it. Finally, I want to recognize Bart Frabotta, who we recently appointed as our Chief Operating Officer. Improving execution and operational performance and driving technology throughout the company is a top priority for us. Bart is the right leader for that work. Over his 15 years at Clean Energy, he has been central to building and running our company. I look forward to what his leadership will help us accomplish.

And with that, it's Bob's turn.

Okay. Thank you, Clay. Good afternoon to everyone. Overall, our second quarter performance was in line with our expectations from both the financial performance and fuel volume standpoint. Maintaining our full year guidance assumes improved financial performance in the second half of 2026, which is consistent with our original expectations. Thus far, in 2026, fuel pricing, including RIN and LCFS credit values has been favorable. Operating expenses remain on plan and fuel volumes are meeting expectations. Our outlook for 2026 also assumes that final guidance on the GREET model for the 45Z production tax credit will be issued before year-end, and that could provide up to $5 million of incremental adjusted EBITDA. Now if the guidance is delayed or provides minimal benefit over the current production tax credit values, adjusted EBITDA would come in below our $70 million to $75 million range.

Turning to volumes. Second quarter fuel volumes increased by 7% year-over-year to 81.8 million gallons. Approximately 2/3 of the growth came from conventional natural gas driven by additional fueling locations for large fleet customers for which we also provide maintenance services. RNG volumes increased 3% year-over-year to 63.2 million gallons, reflecting normal variations across customer sectors. As noted on our first quarter earnings call, RNG volumes declined sequentially because the first quarter included incremental deliveries to customers outside our station network. Through June, RNG volumes remained ahead of our plan. RNG production volume from our dairy projects was 2.1 million gallons for the second quarter of 2026, well above the prior year period as our RNG upstream portfolio continues to ramp. Consequently, we saw a notable improvement in the operating results of our RNG upstream business in the second quarter compared to the first quarter. This improvement was contemplated in our plan and guidance.

Second quarter revenue was $106.4 million -- up from $106.4 million, up from $102.6 million in the prior year period. Higher station construction revenue and increased RIN and LCFS credit values more than offset lower commodity prices and customer pricing. As expected, revenue declined sequentially from the first quarter, primarily due to lower natural gas prices and reduced gas trading volatility, consistent with normal seasonal patterns. Fuel margins, including RIN and LCFS credits were largely in line with our plan for the second quarter of 2026. Fuel and customer mix variations modestly reduced margins during the quarter, which is normal and factored into our outlook for 2026. Our cash and investments of $138 million at the end of June were up from $126 million at the end of March. And through June, we contributed $24 million to our Maas Energy Works Dairy joint venture, followed by an additional $12 million in July. Less than $5 million remains to be contributed before the projects are placed in service.

And with that, operator, please open the call to questions.

[Operator Instructions] We'll take our first question from Eric Stine with Craig-Hallum.

So maybe if we could just start with the X15N. I mean I know that -- I mean we all know that it has been slower on the uptake, certainly slower than Cummins, people in the industry, et cetera. But could you maybe talk about what you're seeing in terms of the incremental cost because for some time, that was one of the areas of pushback. And I know you mentioned that it's heavy diesel prebuy. I know it's also a tough environment for fleets given what has happened to diesel prices. But just curious if at least the incremental cost piece you're hearing that, that has normalized to an extent.

Well, I think as we think about the incremental cost, one thing that has once again, I think confused the market is that the delay on the certification for the 2027 engines and what that's meant for the diesel boys, because to a certain extent, they had already -- Cummins and all the other OEMs had already invested all the money into the technology, which was going to increase the price of the diesel engines, which would decreased the incremental cost. And with that sort of in disarray, it's sort of unclear then what's going to happen there. I think what we hear from -- what I think is public that we got from the Cummins earnings call is that they're just going to sort of roll it out during the rest of 2027. So they're still going to roll it out, but it's not all going to happen in January. It's going to happen over the year.

But ultimately, you still are going to have that incremental cost or that -- the incremental cost decrease because diesels are getting more expensive. I think when you subtract that away, we still work with our other partners in the industry, whether it's with the fuel tank providers, whether it's with the dealers, whether it's with the OEMs or the OEM manufacturers as well to see what we can do to try to get that price down. I don't think we've seen real movement in the sort of actual price. It's just movement around how each one of the different participants can chip in a little bit to help bring that price down so that the incremental payback period can get down to a reasonable level.

I would say, though, that what's important about that is it's not just the incremental price, it's how much they're saving on fuel. And that's where the high price of diesel. And I think the -- everything you read is that the price of diesel is going to stay high for a while. And even if it doesn't stay high, that volatility does help us. And that's why we poured a lot more money into advertising to highlight that in the trades this past quarter, which impacted our results, but we think it was an absolutely good investment in the long term because it has resulted in a lot more appointments, a lot more discussions. It's the type of investment that we want to make in order to drive future growth.

Got it. That's helpful commentary. And then maybe one just for Bob. You mentioned that your EBITDA guide, you talked about $5 million incremental there depending on the outcome of the 45Z guidance. But to me, incremental would mean that it's above and beyond where your guidance is. But then at the end, you talked about that if it were not to come to bear that, that would mean downside to your guidance. So maybe just talk through some of the puts and takes as we think about that and we see if that occurs.

Yes. I mean when we issued our guidance at the beginning of the year, we were and still believe that when the guidance comes out on the 45Z, the GREET model, it will have an improved value for the production tax credits. So we factored up to about $5 million in our guidance. And we're just -- that was also -- we were also expecting that, that guidance would come out sooner than it has. And so as that has slipped, it's like, okay, well, now we're getting to -- we're moving that closer to year-end, and if something happens there, then let's have some transparency on what that could mean to our number if that -- now we think that it will be positive. So we're not saying it's not going to be at all. And I guess the binary choice would be if they moved the -- whatever approval across into '27, well, then you wouldn't get that -- it wouldn't happen for us in '26. Other than that, then maybe the value could be different. But we don't think -- we think it will be positive to us.

Okay. So in your mind, it's more about timing. I mean it's whether it gets acted on in time for you to impact results rather than necessarily just thinking about what the potential outcomes might be?

Exactly. Yes.

Our next question comes from Rob Brown with Lake Street Capital Markets.

I just wanted to follow up on your comments about the interest level increasing with the diesel fuel prices. I guess you're advertising. You said you had more sort of activity. But given the diesel price change and the spread now, what's your sort of view on fleet adoption and thinking in the industry kind of changing toward natural gas?

Well, I don't think it's changed. I think we're still -- we're ever optimistic. I think it's because we do see -- as you get -- as the engine gets more -- to be frank, when the engine first came out, those alpha and some of the testing didn't go as anybody had hoped, and it just took a little while to work out the kinks. And so I think as you get more use cases out there and the improvement increases, you get better -- you adjust the engine more for the use types, you get the right transmission in there, you get your mileage penalty reduced a little bit. You continue to see improvement in the performance of the engine for what the fleets need. And when you combine that with the price of diesel, it makes a pretty compelling case.

But again, when you have all this uncertainty that's going on with the regulatory environment, that just -- the market just says, okay, yes, we like this. We'll keep talking about it, but we're just going to sort of wait to see how things settle out here before we make a big commitment. I think what we do see and what we like is people -- we sell 10 here. I mean, if you look like, for instance, that Canadian release, you look at that, we've got 35 X15Ns up there. It's not 1 fleet. It's spread out among 7 or 8 fleets. And that's exactly what you'd like to see. It means that people are out there testing it. They're running it hard. They're putting the miles on it. And from there, we just -- we anticipate and hope they have good experiences and that the adoption starts to pick up.

Okay. Great. And then on the RNG upstream business, it was close to breakeven EBITDA in the quarter, crossing into positive. How do you sort of see that trend line? And how much more to go in terms of the maturity of those units that are running or installations that are running?

Well, there's -- we see a lot of opportunity for those to improve. There's always a story with every plant, whether you have too much heat or too much cold, how the cows are producing, everything. But we see the trend line absolutely going in the right direction. We have enough manure at a number of the facilities. We have the process improvements that we put in place. You see the -- we see the 2 of the Maas projects coming online this fall and as we mentioned, the third coming online early next year.

So I think we see that trend line absolutely continuing. It will be the second half of the year will be much better than the first half of the year. So we're optimistic. And then I mean, if you layer on top of that, what could happen if you get 45Z across it, then financially, you start to see a much better impact as well. It's -- for us, it's great because your -- it's -- I mean it's like much of our business. The more volume you get across it, the more easier you cover your overhead and the more that drops to the bottom line. And that's what we're seeing with our plants as well. I'd say overall, we are optimistic.

We will move next with Nate Pendleton with Texas Capital.

Regarding the opportunities to support power generation that you highlighted in your prepared remarks, how large is the pipeline of opportunities that you're assessing? And if you could frame for us how much investment would be needed to meet any incremental demand there?

Well, Nate, we've had a subsidiary for a number of years called NG Advantage that's based in the Northeast that really has been working with off-pipeline customers for a long time. And they've had an established good business. And it's been really interesting for us. We've got 100 tube trailers. We've got some large compression capacity up there. And it's been really interesting for us that as you have these sort of messy middle with getting power to a lot of facilities, everything from EV charging to fulfillment centers, data centers is a pretty large load. But we find that we are starting to get a lot of phone calls asking us if we can sort of service this. Can we do -- sometimes it's a short-term opportunity. Others are looking for much longer-term opportunities.

And as we think about it, we do have compression capacity across the entire United States. We have it reserved and it's typically used for trucking, but it is underutilized. And then we also have the -- we have excess tube trailers. So in order to test this market, we don't have to spend anything. We can just use the existing assets and existing infrastructure we have. And so I think that's where we stand. This would be a use case if as we -- I mean, we are doing it. And as we see more of these come along, depending on the returns profile, we'll determine whether it ends up taking up any investment. But it's not -- this is not like a $200 million dairy project in Idaho. This is small incremental justified by contracts that we have in place. But we do think -- we do see there's a lot of growth potential here. And again, it's enabled by the fact that we've got 600 fueling stations across the country that have excess compression capacity.

Got it. It sounds like a great opportunity. And then if I may...

It is.

Can you talk about the potential size and cadence of opportunities on the hydrogen side of the house following the recent announcement with Orange County that you discussed?

Yes. The way that we've gone about hydrogen is not to use our own capital. We use it our model in the transit agencies world, which is where a transit agency puts out an RFP. You win the RFP based on your experience and your cost and then you get the contract and it's usually a cost-plus contract. And then in this case, we also have an operation and maintenance agreement to go along with it, as well as a hydrogen fuel supply to go along with it. So in all these cases, it's something where it's not putting our capital at risk or -- or we're taking commodity risk on anything here. It's really a service that we provide.

And I think we see that -- well, I know we see that as the model going forward. We're happy to see OCTA go after this. We think that hydrogen is a tough commercial -- to do hydrogen independently is pretty tough commercially. But I think when it's going through a transit agency and it's supported by the state or by the locality or by the Fed to help promote the industry and get it to a point where it can grow, we're there to be a service provider for that, but not to take risk with our own capital to see where that market is going to unfold.

We will move next with Matthew Blair with TPH.

I wanted to ask about the California LCFS market, just in light of the recent supply-demand data that shows a growing quarterly shortage. Can you remind us where do you stand on the pathway? Is it still just Del Rio that has LCFS pathway? And then I know it's not in your hands, but do you have an estimate of a reasonable timeline of when you would receive future California LCFS pathways?

And Matthew, when you say Del Rio, that is a provisional pathway, the others have temporary...

Right. And then we have -- we have temporary pathways on the 7 others. We expect probably on our early next -- well, next year, we expect on our joint venture with BP, the 5 of them, we expect to get the provisional next year. And then I think on our big one up in Idaho on both South Fork and East Valley, it's probably 2028. And it's really hard. This is one where it's really -- it's entirely dependent on CARB. We've been -- whenever we gave the data out on Del Rio, we were ultimately frustrated every quarter and saying, well, we thought it was going to be this quarter, but it's next quarter. So right now, we'd hope the end of 2027 and 2028, but we're not putting anything in our forecast to move from temporary to provisional.

We're monetizing at the temporary level.

Sounds good. And then could you talk a little bit more about the moving parts in your outlook for fuel distribution in the back half of the year? If I'm doing my math right here, it looks like your guidance implies that H2 would be a little bit lower than H1. Is that just a typical seasonal pattern? Or are there any other moving parts that would help explain that?

No. I mean it should be -- I don't think it will be lower. It should be relatively consistent, maybe some improvement for the distribution.

And at this time, there are no further questions in queue. I will now turn the meeting back to Clay Corbus for closing comments.

Well, thank you, everybody, for being on the call. I know late on a Thursday afternoon in the beginning of August, there's probably things you'd rather be doing. So we appreciate your time and interest in Clean Energy. Thanks very much.

Thank you. This brings us to the end of today's meeting. We appreciate your time and participation. You may now disconnect.

Hello, and welcome, everyone, joining today's Clean Energy Fuels First Quarter 2026 Earnings Conference Call. [Operator Instructions] Please note, this call is being recorded. It is now my pleasure to turn the meeting over to Tom Driscoll, Vice President, Strategic Development and Sustainability. Please go ahead.

Thank you, Dana. Earlier this afternoon, Clean Energy released financial results for the first quarter ending March 31, 2026. If you did not receive the release, it is available on the Investor Relations section of the company's website, where the call is also being webcast. There will be a replay available on the website for 30 days. Before we begin, we'd like to remind you that some of the information contained in the news release and on this conference call contains forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict.

Such forward-looking statements are not a guarantee of performance, and the company's actual results could differ materially from those contained in such statements. Several factors that could cause or contribute to such differences are described in detail in the Risk Factors section of Clean Energy's Form 10-Q filed today. These forward-looking statements speak only as of the date of this release.

The company undertakes no obligation to publicly update any forward-looking statements or supply new information regarding circumstances after the date of this release. The company's non-GAAP EPS and adjusted EBITDA will be reviewed on this call and excludes certain expenses that the company's management does not believe are indicative of the company's core business operating results. Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for or superior to GAAP results.

The directly comparable GAAP information, reasons why management uses non-GAAP information, a definition of non-GAAP EPS and adjusted EBITDA and a reconciliation between these non-GAAP and GAAP figures is provided in the company's press release, which has been furnished to the SEC on Form 8-K today. With that, I will turn the call over to our President and Chief Executive Officer, Clay Corbus.

All right. Thank you, Tom. I want to start by saying that I'm honored to be named CEO of Clean Energy. I've been part of this company for 19 years and have been involved in every major strategic chapter of our evolution from our days building out the fueling network to our initial investments in RNG in 2008 to the integrated platform we operate today. I have a huge amount of confidence in our team and the foundation we've built, and I'm very excited about the opportunity ahead of us. Now as CEO, I plan to focus on growth, strengthen execution and operating discipline and fully leverage the assets, infrastructure and people we have in place. We have a strong balance sheet, recurring cash flow and a very capable team. I also see opportunity to be more technology forward using data and software to improve efficiency across operations, corporate functions, RNG and how we identify new customers and serve existing customers. All of this supports the same objective: deliver value for our customers and stakeholders.

At its core, I believe deeply in this business and our products. RNG is domestically produced, lowers fuel costs, reduces greenhouse gas emissions and uses existing infrastructure. Those fundamentals have always mattered, but they are especially relevant today.

Beginning in early March, the conflict with Iran caused a sharp rise in crude oil prices, which quickly flowed through to diesel across the U.S. Diesel prices increased by roughly $1.50 to $2 per gallon or more, a 50% increase almost overnight. Fuel is a meaningful component of cost per mile, and this level of volatility strains fleets, carriers and shippers and ultimately leads to higher costs for consumers. This environment reinforces why Clean Energy exists.

Compared to diesel, natural gas is cheaper, cleaner, domestic and less exposed to geopolitical events abroad. As you've heard many times before, nearly 100% of the fuel delivered through our stations today is renewable natural gas, which captures all the benefits I just mentioned and helps our customers advance their sustainability goals. Now turning to the quarter. We delivered 67 million gallons of RNG. We generated $16.6 million of adjusted EBITDA, and we ended the quarter with $126 million of cash on the balance sheet.

In our downstream business, performance across core markets remained steady. Our transit and refuse sectors continue to be consistent contributors, supported by long-standing customer relationships and the reliability of RNG. We also see underappreciated growth potential in these segments.

Over the past 5 years, battery electric and hydrogen solutions have proven costly and challenging to deploy in many locations. As those realities become clear for transit and refuse fleets, RNG offers a practical, cleaner and lower cost alternative to diesel. And many of these fleets already have firsthand experience with RNG. In trucking, the recent diesel price hikes and volatility have brought total cost of ownership back into focus.

Heavy-duty trucking remains our largest growth opportunity. Class 8 trucks with the Cummins X15N engine allow fleets to capture RNG's economic and environmental benefits without sacrificing range or performance. The technology works, the infrastructure is in place, the fuel is available today, and it is cheap and less volatile. Quite simply, the case for switching from diesel to RNG has never been stronger. At the same time, to be honest, adoption of the X15N has been slower than we originally expected.

Diesel is the incumbent fuel for the vast majority of fleets. In the last 2 years, the sector has faced challenging freight fundamentals, federal and state regulatory uncertainty, particularly in California and frankly, ESG whiplash as companies balance long-term sustainability goals with fluid policies and near-term stakeholder expectations. Even though RNG delivers a lower total cost of ownership, natural gas tractors still carry a higher upfront cost than diesel. In that environment, many fleets have chosen to delay change and stick with the status quo.

Our strategy is to be targeted, focusing on applications and fleets where RNG delivers the clearest economic and low carbon advantages. In our upstream RNG production business, we now have eight projects operating and three under construction. The first quarter reflected continued ramp-up at our South Fork project in Texas and our East Valley project in Ohio. The first quarter also had extreme winter weather, which impacted production, particularly in the Upper Midwest.

We were able to get our projects back on track and anticipate production and financial results to improve as the year progresses. I'd also like to highlight a positive regulatory milestone. In March, CARB approved the pathway for our Del Rio Dairy project in Texas with a carbon intensity of approximately negative 300. We also continue to await an upgraded GREET model from the Department of Energy for determining 45Z credit values, which is expected to be better -- I'm sorry, which is expected to better reflect the negative carbon intensity of dairy RNG.

As we scale the RNG production business, projects have taken longer to develop and ramp up than initially expected and some have faced operational challenges. We responded by taking a more hands-on approach to operations, strengthening internal oversight and replacing vendors where performance fell short. These improvements and transitions take time, but we are making progress.

We remain focused on improving performance at our operating sites and executing projects that are under construction. It remains true that Clean Energy is an advantaged owner of dairy RNG production. Customer demand for low-CI RNG remains strong, particularly in California, where we have the largest RNG station network.

Now before concluding, I do want to take a moment to recognize Andrew Littlefair. Andrew founded this company. He led it for three decades and built Clean Energy into the platform that it is today. I've had the privilege of working alongside Andrew and learning from him. We are fortunate that he remains actively involved by continuing his work on policy matters in Washington and serving on our Board. On behalf of the entire company, I want to thank him for his contributions and continued commitment to Clean Energy. And with that, I'll hand the call to our CFO, Bob Vreeland, to walk through the financials.

Thank you, Clay, and good afternoon to everyone. Overall, our financial performance was in line with our expectations with normal variations within our integrated businesses. For example, while extreme cold weather impacted upstream RNG production, we were able to monetize a larger-than-expected amount of RIN and LCFS credits from our East Valley dairy in Idaho, which was placed into service in March.

Increased RNG volumes delivered by our fuel distribution business drove higher RIN revenues, and we were able to optimize our gas costs in this volatile commodities market. To a lesser degree in the quarter, but still ongoing today, we enjoyed the dynamics of higher retail fuel prices, while our natural gas commodity costs did not increase proportionately at the same level of oil and diesel prices. In fact, despite increases in our natural gas costs and retail prices, we maintained a large discount on our fuel price compared to diesel.

Consequently, one of the effects we see of elevated commodity and retail prices is higher revenue. Coupled with higher fuel volumes, which drive both base fuel sales revenue as well as RIN and LCFS revenues, we reported $117.6 million in revenue for the first quarter of 2026 compared to $103.8 million last year.

RNG volumes delivered in the first quarter of 2026 were strong. In addition to our normal recurring volumes, we saw higher demand from customers outside our network of stations needing RNG for transportation. We've seen this before, and it's nice to have the supply to accommodate those deliveries. We believe we'll come off the first quarter RNG volumes by a few million gallons or so as we look forward, but remain confident in achieving our annual guidance of delivering 250 million gallons or more given the first quarter of RNG for the year. GAAP net loss was $12 million for the first quarter of 2026.

Certainly, there was a return in 2026 to more normal operations versus a year ago in the first quarter where we reported a GAAP net loss of $135 million, which included a couple of large noncash charges totaling $115 million. Adjusted EBITDA of $16.6 million in the first quarter of 2026 compares to $17.1 million of adjusted EBITDA a year ago. In addition to the normal variations I mentioned previously for the first quarter of 2026, we also saw lower, albeit still very adequate base fuel margins, which we anticipated in our outlook for 2026 and as well and also anticipated in our 2026 outlook, we lowered SG&A expenses in the first quarter of 2026.

One reporting comment I'll make is a change in where the noncash Amazon warrant charge is recorded in our financial statements. You'll notice in 2026, a portion of the warrant charge is included as a charge against our O&M service revenue, whereas previously 100% of the charge was in our products revenue. And there's more detail on the Amazon warrant charge. It's just a different place in the income statement that you're seeing this year. There's more disclosed in our 10-Q.

In addition to the $126 million in cash and investments on our balance sheet, there is another $46 million in cash off balance sheet at our dairy RNG joint ventures. And during the first quarter, we contributed $12 million to our Maas Energy Works JV with another $12 million that was contributed in April. Maas Energy Works continues to make good progress toward completing the three dairy projects under construction. And with that, operator, please open the call to questions.

[Operator Instructions] Our first question comes from Eric Stine with Craig-Hallum.

Clay, you touched on it a little bit just for the X15N. I mean I know that now there are two OEMs in the market and prior to Freightliner entry, pricing was an issue. So incremental cost has come down some. And obviously, we've all read the glowing feedback of fleets that have been testing this. But I mean, the market conditions, as you've said, you've got a more difficult environment, but obviously highlights the price benefit. I mean is this something where -- I know you're taking a targeted approach. I mean, do you kind of view this as this is just going to make it all the more likely that it's going to be the large fleets rather than the small kind of one-off adoption stories? Or how do you view that? I mean, is this the kind of thing that if it persists, it could be what actually jump starts this market? Because as you've said, it's -- although Cummins view of it hasn't changed in terms of the overall opportunity, it is well behind schedule?

Yes. Well, Eric, it's what we spend a lot of time thinking about and focused on. I don't think anybody really thinks that diesel is going to stay at these prices forever. But I do think that the -- this run-up in diesel has really heightened the awareness of the volatility. And we were at the ACT conference the last few days, and what a lot of people are talking about is, hey, if you just do a -- just take the last 5 years and do a regression analysis on what the price of diesel has been and then you compare that to the price of natural gas, it is just higher overall.

And when fleets are trying to plan going forward what their fuel costs are going to be and their total cost of ownership, they're factoring that into those decisions. So it certainly helps us because it helps us with the total cost of ownership and the payback period for that incremental cost. I would also say that I don't know that it changes the types of fleets we're looking at, whether they're large fleets or small fleets because even with the large fleets, they're not looking -- to be honest, they're not going to change 2,000 trucks overnight. But I think what we are seeing is that as -- and as we heard from some of the fleets that are transitioning, hey, start out with five trucks, start out with 10 trucks.

Let's sort of dip our toe in the water, get our mechanics used to it, get our drivers used to it, get our routes used to it. And then from there, go ahead and expand it into larger numbers within the fleet. And I think that, that combined with that sort of -- let's dip our toe in first, combined with the price advantages that we're seeing now in the total cost of ownership will result in incremental adoption as we go forward. But it's not -- it's a long sales cycle. It takes a long time to get the trucks ordered. It takes a long time to get them on the road. So it's not something that we -- people can see high diesel prices today and they're going to order a truck tomorrow. It's a longer decision process than that. But certainly, the fundamentals behind it, I think, are reopening a lot of discussions that we're excited to stay part in.

Got it. That's very helpful. And then maybe just my second one for Bob. So you mentioned lower base fuel margins and something that was kind of the expectation. And I just want to clarify, I mean, was that commentary for Q1 or early in the year? Because if I think about -- especially in trucking, when you've got high diesel margins, you can still offer a pretty healthy discount, and it's a pretty good margin environment for you. So just maybe clarify that statement and maybe how you're thinking about that for the remainder of the year?

Yes. Eric, that comment there is kind of looking at the full year. I mean when we gave our guidance, back in February, we talked about some of the dynamics that could impact what our guidance for 2026 and the possibility of lower margins from a variety of reasons within the mix, and it's really kind of throughout the year. But I will say to the point you're making is we have numerous levers. And so while maybe that -- while the margin gets impact from one area, the fact that we're enjoying this kind of the higher prices with our costs remaining pretty stable helps offset some of that. But it's kind of a go-forward look, but certainly in our plan.

We'll now go to Rob Brown with Lake Street Capital Markets.

On kind of the RNG volume you talked about in the quarter from kind of third parties, could you just kind of clarify how that works and maybe sort of visibility on that?

Yes. I think it was a strong growth quarter, particularly when you compare it against last year. But I think we want to be careful on that because part of that growth was that last -- the first quarter of last year, we did see our volumes trend down. If you remember, we have the biogas reform that sort of pushed a lot of our volume into Q4 of 2024. So Q1 of 2025 was lower.

And then, of course, we always have bad weather in the first quarter, but last year, it was really spread throughout the country. And so we had more -- we had fewer -- we had less -- I should say, we had less RNG from our third parties in addition to our own production that was down. So I think we're really -- while this -- we're very pleased with the first quarter, a lot of it really was that we were comparing against a very easy comp in Q1 of 2025.

Okay. And then just to clarify getting the CARB pathway certification Fred, it sounds like that's great. How does that sort of flow through into the ability to get credit?

Well, it basically just -- it almost doubles the value of the LCF or doubles the number of LCF credits we can generate. When we're at 150 versus the 300, you are just able to generate more credits off the same fuel that's coming through.

We'll now go to Matthew Blair with TPH.

Could you talk a little bit more about the -- the comment where you talked about higher demand from customers outside of your network, could you unpack that a little bit? Do you think you are taking share from some of your competitors? Or was it just a situation that these customers were utilizing their existing CNG trucks a little bit more and just need more fuel given rising diesel prices? And could you also talk about what end markets you saw increased demand from?

Yes. So Matthew, that it is -- there's other folks out there with CNG fueling stations. And there are instances where based on supply availability and that sort of thing, where we will flow our RNG into those stations. And it's really kind of supply/demand. And I couldn't necessarily tell you what's going on with their demand, but I just -- but I know that they do need the supply. And so we're able to move the supply. We've done it before. It's not necessarily routine, but that's what that looks like is we have the RNG and then we can flow it to other places. It's kind of the beauty of the distribution model.

Sounds good. And then could you talk about the fuel distribution guide for 2026? It looks like you did not change it, still $67 million to approximately $70 million despite the good result in the first quarter, $19 million. I think you mentioned that you would expect things to roll off a little bit in Q2. I guess just to clarify, are you already seeing softer conditions so far in the second quarter? Or is that just your general expectation?

Well, I won't comment on necessarily what I'm seeing in the second quarter is not really softer or consistent. I think it's more of a comment relative to the volatility and the strength that we saw in the first quarter and that we may not see that level of strength as we go forward.

We had some unique opportunities to sell some RNG to some of our customers that is probably not going to be repeated. So while it was a good result. I think like we said, it was an easy comp against last year. And then I think as you try to do a -- don't just multiply it by four for the full year because there were some unique opportunities in Q1 that we took advantage of.

We'll go next to Betty Zhang with Scotiabank.

I wanted to ask about kind of Amazon and that relationship. So earlier, Amazon announced its logistics services. Do you think there'll be an opportunity to leverage that existing relationship and maybe increase some RNG volumes to them? And then for my follow-up, also related to Amazon, on those warrant charges, -- you mentioned it's now kind of shared between the fuel and services. Is this a change in the contract with Amazon? Or how would you describe that change?

So Betty, I'll take the first comment. We do not comment specifically on Amazon. We want to be very careful that, that is not -- we just can't and don't and won't do that. I think that -- across our customers, though, every single customer, we do look at those that have existing trucks, whether they're 12-liter, 9-liter, wherever they are, we work with all of our customers to try to increase the penetration into their fleet with the X15N.

So like I said, I'm not going to speak specific to Amazon, but it's just good business sense to try to do that, work with customers that you have already and see if you can continue your growth with them. As far as the Amazon warrant charge, I'll let Bob take that one.

Yes. And Betty, I'll just say because I really can't say that much. But it was not an arbitrary change. I mean any kind of change like that is typically going to be kind of contractually the reason is contractually on that front. So we are just basically doing the appropriate accounting based on the contract that we have.

Thank you. At this time, there are no further questions in the queue. I will now turn the meeting back over to Clay Corbus.

All right, Dana, thanks very much, and thank you, everybody else for joining us. We look forward to speaking with you next quarter. Thank you.

This brings us to the end of today's meeting. We appreciate your time and participation. You may now disconnect.

Hello and welcome everyone joining today's Clean Energy Fuels Fourth Quarter 2025 Earnings Conference Call.

[Operator Instructions]

Please note this call is being recorded. It is now my pleasure to turn the meeting over to Chief Financial Officer, Robert Vreeland. Please go ahead.

Thank you, operator. Earlier this afternoon, Clean Energy released financial results for the fourth quarter and year ending December 31, 2025. If you did not receive the release, it is available on the Investor Relations section of the company's website, where the call is also being webcast.

There will be a replay available on the website for 30 days. Before we begin, we'd like to remind you that some of the information contained in the news release and on this conference call contains forward-looking statements that involves risks, uncertainties and assumptions that are difficult to predict.

Such forward-looking statements are not a guarantee of performance, and the company's actual results could differ materially from those contained in such statements. Several factors that could cause or contribute to such differences are described in detail in the Risk Factors section of Clean Energy's Form 10-K being filed today.

These forward-looking statements speak only as of the date of this release. The company undertakes no obligation to publicly update any forward-looking statements or supply new information regarding the circumstances after the date of this release.

The company's non-GAAP EPS and adjusted EBITDA will be reviewed on this call and exclude certain expenses that the company's management does not believe are indicative of the company's core business operating results. Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for or superior to GAAP results. The directly comparable GAAP information, reasons why management uses non-GAAP information, a definition of non-GAAP EPS and adjusted EBITDA and a reconciliation between these non-GAAP and GAAP figures is provided in the company's press release, which has been furnished to the SEC on Form 8-K today.

With that, I will turn the call over to our President and Chief Executive Officer, Andrew Littlefair.

Thank you, Bob. I'm pleased to report that we closed the fourth quarter and the year with strong results. Q4 marked another period of solid execution across our business with continued strength in our fueling operations and exciting progress in our upstream RNG production platform.

For the full year 2025, our performance exceeded the high end of our guidance range, reflecting the resilience of our business model and the value of our diversified customer base. During the fourth quarter, we also took an important balance sheet action by repaying $65 million of debt.

This reduction in leverage lowers our future interest expense while maintaining ample cash to fund our growth initiatives. Speaking of growth initiatives, our upstream RNG business achieved 2 very significant milestones in the last few months.

As many of you know, our South Fork Dairy project in Texas has been a long journey for our team and for our dairy partner, Frank Brand. As you may recall, 3 years ago, the facility suffered a fire that set back the farmer's operation and our project schedule.

But the resilience of our team and the commitment from the dairy kept this project moving forward. In the fourth quarter, we completed construction and brought South Fork online. When it entered service, it became the largest operating RNG project in our portfolio and one of the largest RNG dairy digesters in the country.

And I'm pleased to report that even since the project's completion, Frank has added to its head count, and we are considering expanding our production facilities. Another reason this is such a great milestone is that this is a 100% Clean Energy constructed project, and we control all RNG operations.

So the financial results are fully consolidated in our financial statements and not part of our JVs. We were able to leverage our many years of experience in engineering and construction and oversee a project that was completed on time and on budget.

So hats off to our talented Clean Energy team. But South Fork isn't our only major recent accomplishment. I'm so excited to announce we have begun injecting gas at our East Valley Dairy project in Idaho, the largest RNG project in our portfolio.

This project is part of our JV with BP and processes manure from over 37,000 milking cows. Final project completion is on track for this spring. In the span of just 3 months, we brought online 2 of the largest dairy RNG projects in the country.

And these additions bring our total number of operating projects to 8 with an additional 3 projects in construction through our partnership with Maas Energy Works. I will remind you that all of this low carbon fuel from these projects will find its way into Clean Energy's fueling infrastructure. Our work is far from done. It takes time for new sites to ramp up and optimize production as is typical in the industry.

But this is a major milestone for Clean Energy as we continue to execute against our dairy RNG production plan. We now have scale and clear line of sight to growing volumes in 2026 and beyond. It's never a dull moment in the RNG policy world, but 2026 has begun with encouraging signals across the major regulatory programs that affect our business.

RNG is a domestically produced waste-based biofuel with compelling environmental and economic benefits for our feedstock partners, whether at landfills, dairy farms or other sources, many of which are located in rural communities.

And for commercial vehicle fleets, RNG provides a practical, low-cost, low emissions alternative to diesel that is commercially available today. RNG offers this win-win solution while utilizing the existing network of natural gas pipeline infrastructure here in the U.S. This positive economic and environmental impact that RNG has on such diverse geographic and industry markets makes it easier to advocate for policies recognize the full value of RNG and support sustainable industry growth.

And we feel good about the current policy backdrop. A few weeks ago, the California Air Resources Board released Q3 2025 LCFS data, which showed the first net deficit since 2021, driven by CARB's program changes to accelerate emission reductions.

This is a constructive development for LCFS fundamentals going forward. Regarding D3 RINs, we expect EPA to continue acknowledging the strong growth trajectory of RNG production and its critical role in meeting federal renewable fuel targets.

The 45Z clean fuel production credit rulemaking is progressing. And like the rest of the industry, we are awaiting the updated 45Z-GREET model. We remain optimistic that Treasury and the Department of Energy will recognize the avoided methane emissions and deeply negative life cycle emissions of dairy RNG as directed by Congress and reinforced throughout recent rule-making documents. And my last comment regarding policy issues is regarding the announcement of EPA a few weeks ago that the administration is receiving the endangerment finding under the Clean Air Act.

We believe this is good because this action removes any lingering potential that there is or will be a mandate for fleets to buy one and only one technology. We hear repeatedly from operators that they continue to have a desire for a cleaner alternative than diesel for their fleets and RNG provides that affordably and conveniently today.

Collectively, these dynamics support the economic value of RNG and reinforce the importance of our integrated RNG strategy. Turning to our downstream operations, our fuel distribution business delivered another solid quarter. Volumes across our transit, refuse and trucking customers grew, reflecting long-standing relationships and the essential nature of the services they provide.

The strength and success of RNG as the premier clean transportation fuel was demonstrated by agreements that we've signed over the last several months with the likes of waste giant, WM, which extended our partnership to provide services for 85 of their stations to keep their fleet of 8,000 refuse trucks fueled with RNG.

And the cities of Scottsdale, Phoenix, Washington, D.C., Nashville, Arlington, Virginia and even Fort Smith, Arkansas awarded Clean Energy the opportunity to flip their CNG to RNG, build stations, maintain stations or provide their airport shuttle operations with RNG.

Heavy-duty truck adoption of the Cummins X15N engine was a little slower in 2025 than we anticipated, but the fundamentals are improving. Challenging freight market dynamics forced many fleets to delay not only alternative fuel decisions, but overall truck purchases of any type.

Some of those headwinds have begun to ease. And in its full year on the road, the X15N demonstrated excellent performance with similar power, torque and drivability to diesel for those first customers to test the drive demo truck and purchased the beginnings of a fleet of trucks equipped with the new engine.

As we talk to fleets, the message continues to resonate. RNG is the best available solution today for fleets looking to lower emissions while using a reliable fuel while reducing operating costs and achieving a lower total cost of ownership than diesel.

The engine technology works. The infrastructure is built and the fuel is widely available at a lower cost than diesel. We are currently working with a number of third-party carrier customers, which are actively using their RNG-operated X15N trucks as a sales tool to attract those hundreds of shipper clients that are looking to address their Scope 3 emissions goals.

We see good momentum for heavy-duty adoption and believe that will continue throughout 2026. Before turning the call over to Bob, I want to provide a few high-level comments on our 2026 outlook. We expect continued growth in RNG volumes, both the third-party supplied RNG we deliver through our stations and the RNG we produce at our dairy RNG facilities.

Our overall results are expected to improve over 2025 with a range of adjusted EBITDA of $70 million to $75 million. Bob will share more of the details, but our plan reflects moderate growth -- volume growth in line with gradual adoption of trucks utilizing the X15N, some extensions of multiyear major customer fueling contracts, a constructive view of environmental credit prices, significant progress in financial improvements at our dairy RNG production facilities and a concerted effort at driving down operating costs.

We are pursuing growth across our fully integrated RNG model while evaluating opportunities to optimize costs and streamline our operations. We are scaling our own production of negative emissions dairy RNG while supporting customer adoption of low emissions, low-cost RNG fuel across the U.S. and Canada. Clean Energy is well positioned for 2026 and beyond. And with that, I'll hand the call over to Bob.

Thank you, Andrew, and good afternoon, everyone. We finished 2025 mostly in line with our expectations. Our GAAP loss for the year of $222 million was slightly higher than expected, principally from noncash interest charges in the fourth quarter associated with our paydown of debt and the expiration of our delayed draw loan.

Adjusted EBITDA for 2025 was $67.6 million, which exceeded the top end of our guidance of $65 million. And again, as I've mentioned on our previous calls this year, please remember that the alternative fuel tax credit expired at the end of 2024, so the results of 2025 do not include any meaningful alternative fuel tax credit revenue or income.

In 2024, for example, our adjusted EBITDA of $76.6 million included $24 million in alternative fuel tax credit income. So on an apples-to-apples basis, a nice increase in 2025 for adjusted EBITDA. For the fourth quarter, the alternative fuel tax credit amount in 2024 was $6 million to consider when comparing results to '25.

RNG delivered in 2025 was 237.4 million gallons, about 97% of our target. The slight shortfall really goes back to the first quarter where extreme weather hampered RNG supply. We were able to make up a lot, but not all of the Q1 shortfall during the rest of 2025.

In the fourth quarter of 2025, we delivered 64.1 million gallons of RNG, which was approximately 5% increase over the third quarter of 2025 and approximately 3% higher than a year ago in the fourth quarter.

Also in the fourth quarter, we saw improved financial performance by our RNG upstream business, and we expect that trend to continue going into 2026. The results of our fuel distribution business, particularly at the gross margin level, were on par with what we've seen during the first 3 quarters, with the exception being our SG&A expenses in the fourth quarter were approximately $4 million above our normal run rate due to one-off personnel and station exit costs.

For 2026, our SG&A expenses will trend significantly lower. We ended 2025 with $156.1 million in cash and investments after having paid down $65 million in debt in the fourth quarter.

At present, we do not have plans for additional pay downs of our debt in 2026. Now looking further at 2026, we're expecting to deliver 250 million gallons of RNG with total fuel volumes of around 324 million gallons.

Our RNG upstream business is expected to produce 7 million to 9 million gallons from 8 operating dairies. Revenues for 2026 are expected to range from $420 million to $440 million with a GAAP net loss of $71 million to $66 million and adjusted EBITDA of $70 million to $75 million.

We have a further breakdown of our guidance for GAAP and non-GAAP in our press release between our fuel distribution and RNG upstream businesses. For 2026, we expect to see significant improvements in our RNG upstream business, which is expected to have lower GAAP losses and positive adjusted EBITDA for 2026.

Our fuel distribution business will see significant improvement in its GAAP net loss with adjusted EBITDA coming off from a robust '25 performance due to anticipated lower, but still very adequate fuel margins, adjusting for normal pricing and market conditions, including impacts of some significant contract renewals and the amount of environmental credit value retained by us.

We are maintaining a cautious view on the spread of natural gas to oil for 2026, but certainly short of a negative view. Having said that, we are constructive on RIN and LCFS credit prices for 2026 with an expectation that the RIN and California LCFS credit prices will continue at prices like we've seen to begin 2026. We also include 45Z credit values in our results for 2026 pertaining to the RNG production volumes in our JVs as well as the South Fork Dairy, which we fully consolidate.

As I mentioned, we're expecting our SG&A expenses to come down by about 10% or over $10 million in 2026. That may be a run rate of about $25 million a quarter, and that includes the stock comp in there.

Our capital expenditures should remain steady at approximately $25 million for our fuel distribution business, which includes maintenance CapEx as well as additional station build-outs. Keeping in mind here that in 2023 and 2024, combined, we spent $153 million in CapEx for our fuel distribution business, primarily for the build-out of our 19 Amazon purpose-built stations.

So we've now come down to a more normalized rate of $25 million, which was similar to 2025. Investments into our RNG upstream business for 2026 are expected to be around $40 million, solely related to our continued construction and eventual completion of our 3 Maas Energy Works dairy projects.

We are using cash that we have on our balance sheet and cash generated from operations to fund the fuel distribution CapEx and our RNG upstream investments for 2026. We do not have any borrowings contemplated for 2026. We are expecting to generate around $50 million in operating cash flow in 2026.

For comparison purposes, recall that in 2025, we paid interest of $15 million, which benefited our operating cash flows in 2025. In 2026, we do not intend to pick any interest, although our interest payments will be reduced by approximately $6 million for the year since we paid down $65 million of debt in December. And with that, operator, we can open the call to questions.

[Operator Instructions]

And we'll take our first question from Rob Brown with Lake Street Capital Markets.

Good to see the upstream business starting to get to EBITDA positive. That's great news. Just a sense of the ramp trajectory of the 8 facilities you have kind of now open and operating and generating fuel. I think you gave some metrics on the gallon volume, but how do you sort of see the ramp trajectory to full capacity there kind of playing out?

Well, there will be a bit of a ramp. It's not a dramatic ramp, but certainly, the -- I'll say mostly the second half of the year is a little better. So you have maybe you're not right out of the gate in Q1, but certainly much better than what it's been in Q1, and then it kind of ramps up each quarter. I mean, look, we -- it's a significant improvement. So the ramp, we've got a range of $3 million to $5 million of adjusted EBITDA. So you're going to ramp that kind of over 4 quarters.

Great. Great. And then maybe to the 15-liter engine and sort of the truck market. I know it's a tough year. You said some signs of maybe stability there. How do you -- what are you hearing from customers in terms of the interest in buying trucks and sort of interest in the 15-liter over the next, I guess, this year?

I think, Rob, you're seeing the -- some of the macro issues that have plagued the trucking industry or some of those are clearing up. So I think that is a more healthy backdrop. We're engaged with a lot of the largest fleets. I've said this before, we continue to be. I guess I'm -- one of my takeaways is that I'm encouraged that customers, even with all the rolling back of various mandates and different policies, we're still seeing a great deal of interest in fleets wanting to be clean, environmental, have lower carbon sustainable trucks.

We're seeing and hearing from their customers, right, the shippers that that's still of interest. So we're really working hard to come up with a total cost of ownership, which we're fortunate that we can do in our business because we can price very aggressively to give them a good economic return on that natural gas investment and then they have dramatic savings going forward.

So I'm kind of -- I'm sort of optimistic. We're -- we have demo trucks, not just Clean Energy, others in the business, the industry have really stepped forward. We have literally the largest fleets in America are either demoing trucks or we're beginning to see some orders, still small, but very instructive orders coming.

And so the final thing, Rob, is, gosh, the engine seems to be working really well. And as I mentioned in my remarks, the torque and horsepower, drivability and even the mileage has really improved from what we've seen before in the 12-liter. So we have to work it hard. And there's a lot of sort of policy turmoil out there that people are beginning to understand, but I feel better in '26 than I did in '25.

We'll go next to Derrick Whitfield with Texas Capital.

Let me -- I mean, clearly, first, thank you guys for offering both upstream and downstream guidance for your business.

Maybe just on the upstream side. I know you touched on your prepared remarks about 45Z. Could you just advise how you're accounting for it in your guidance, both on volumes and average CI?

Yes. Well, we are accounting for it, we're accruing for it as we produce volume. We anticipate that where that would get recorded will be a reduction in cost of sales. And we -- in our plan, we are, I'll say, more optimistic than what's currently kind of in the legislation to -- for us to reflect CIs with dairy manure. And I don't want to get into the specifics of exactly what scores because that varies at every dairy and frankly, the legislation is still kind of forthcoming on that.

But I will say that we're generally a bit more optimistic than what's currently in legislation. And we'll record that as we go along in the year according to what's out there in legislation, but we anticipate that it will improve, when the final rules come out.

And maybe just to put a button on that, if legislation were in the negative 50 territory, that's kind of where you guys would be today, even though you believe that negative 200 might be the ultimate reading on average. Am I seeing that correctly?

Well, I don't know that we told you that it would be minus 200, but we agree with you that we think that when this finally shakes out and when a 45Z -- when a GREET model finally gets adopted and when we look at the legislation and from the engagement that we've had, we think that it should improve from that minus 50.

Yes.

Agree. Just want to make sure I was thinking about that. Fantastic. And then maybe just leaning further on the upstream side. While I realize LCFS credits aren't back to the levels where most of these projects were underwritten, we are seeing progress, as you guys highlighted, both in LCFS and also potential through 45Z to further enhance economics.

Outside of what you're doing with Maas at present, are the prices in 45Z getting back to a level where it might make sense to revisit some of the growth opportunities in your backlog?

Not yet, Derrick. Like you mentioned, we are optimistic and sort of constructive on where we see and our partners as well where we see the LCFS trending over time. And just to kind of remind the audience, I mean, we underwrote some of these projects when it was 150 or 180 million.

So we have some room to grow there. And I don't think you'll see us underwriting any projects right now. I mean we're very focused on bringing these on, having them contributed.

So we're pleased with that. We got to watch out some of the markets break here before we invest more. We've got 3 more projects we're very excited about.

We'll end the year with 10 kind of breaking over early '27 for our 11 projects. And we feel pretty good about there. Now we have dry powder in case we see one that we have to have. But I think right now, consider that we're going to take a breather and make sure that what we have under construction and that we increase the operation of the ones that we have.

And we'll go next to Matthew Blair with TPH.

And congrats on beating the top end of your 2025 guidance range. For 2026, in fuel distribution, you mentioned the impacts of some significant contract renewals. I think you also mentioned that it sounds like you're retaining fewer of the credits in these renewals.

Could you talk about the drivers here? Is this just a function of more competition in the market? Or what's really causing this?

Well, it's twofold. I mean, absolutely, there's competition in the RNG world. And we're -- that is what it is. We're in a good place for that, but you can't deny that there's a lot of folks wanting to put RNG places, and we have a lot of those places to put RNG, but so we got to maintain our market share in that sense, but it comes at a price.

And then on the -- well, and then on the contract renewal, that's something that's a reality, but it's a very positive aspect of -- I mean, it's what's the beauty of our model is the recurring revenue model.

So -- and we have a lot of renewals. But we've had some major ones come up where we're reflecting -- where we're at with current market conditions, prices, other competitors as well as what we've spent on CapEx in prior years versus where we're headed going forward. So that will reflect. But as I said, this is very -- it's very positive because we're talking about renewals in my view.

And the resulting margins, if you will, are still very adequate for us. I mean they're very good. I mean we're coming off a robust '25, I will say. And you, I think, commented about that. So we're not necessarily repeating that, but we're accommodating these renewals, and that's part of it.

Sounds good. And then you touched on the weather issues from a year ago, Q1 '25. Are there any weather challenges so far this quarter that we should be thinking about?

A little bit. Not to the extent that we saw last year. I mean, we had some -- but there's been some freezes, but I think that we're going to go mostly normal course on that. So I don't -- I'm not anticipating coming out with -- I mean, some of our facilities saw minus 40 degrees.

So you have some operating challenges during that, but nothing like last year. So we kind of dodged that in terms of just kind of a perfect storm of production that came offline from our third parties.

We didn't see that this year. So that's good. But it is anticipated somewhat in our plan anyway. I mean, right, because it's like, okay, it is going to get...

Whatever happens, we're going to get darn cold and maybe colder than we even think.

And we'll take our next question from Betty Zhang with Scotiabank.

Could you give us an update on your JVs with BP and TotalEnergies? Is there appetite for growth from your partners? And if I heard correctly, it seems your upstream investments this year are solely related to the Maas Energy Works projects. So just wondering how those JVs are looking?

That's right. The CapEx on the RNG is for those Maas is the completion of the 2 -- the 3. And we've got that money, as you know, and that will get spent throughout the remainder of this year.

And those projects, 2 of them will be finished one in the spring, one a little later than that and then the third project in the beginning of '27. That's all we've got anticipated with our partners right now, Betty.

Our partners, BP has got a lot of landfill gas they bring on with their other investments. I think all of us are very interested in bringing these at least the East Valley, which is really a significant investment, a very large dairy on and have it operate correctly.

So we've got our hands full, and I think all of us feel good about where we are. We're always looking at opportunities, as I said on the last -- for the last question. But right now, we don't have any hard plans or any other investments that we're ready to pull the trigger on. And that would be the case with all of our partners.

Great. Makes sense. And then for my follow-up, would you be able to give us some color on 2026 RNG volumes as well as your own upstream production volumes?

Yes. Our RNG volumes are anticipated to be 250 million gallons and the RNG production volumes from our RNG upstream JVs and South Fork is 7 million to 9 million gallons. And I'll add a little side note on that right for everyone's information. So that's 7 million to 9 million gallons that will be produced at those dairies.

All of that gas comes to us. So that does actually also flow through our fuel distribution business. The economics on that can change. What's in everything except South Fork is kind of a 50-50 type share in the economics. So when you're looking at that at the production volume, we get about 50% of the economics on 7 of those and then the South Fork is fully consolidated, so we get all the economics there.

And we'll go next to Craig Shere with Tuohy Brothers.

So I understand you're more optimistic heading into '26 on the new advanced CNG truck sales flow. But given the narrowing spreads between diesel and CNG, is it reasonable to think that the payback period for the fuel savings for the fleet customer is kind of getting a little elongated here. I mean I understand that they're trying to cut costs or the additional upfront cost of the CNG trucks over time. But are we at risk of an elongated payback period and that creating a headwind to this growth outlook?

Well, right now, Craig, and I appreciate your question. I mean, of course, if the spreads narrowed significantly, you would see that payback period getting elongated. We don't see that yet. As Bob mentioned in his remarks, we're -- I don't want to say we're optimistic about that spread widening, but we are kind of constructive that we believe we may not quite see the spreads we saw in 2025.

But we'll have good -- like as I look today, you've got pretty good spread, right, on natural gas versus oil price. Obviously, there's geopolitics at work here. But I don't know that that's an issue, Craig, that's really come up that where we're seeing alarm. We can discount our fuel significantly and allow for about a 2-year payback.

We have to always work with our channel partners and with Cummins and with the dealers and with the OEMs to make sure that we're putting the best price of that package forward, and there's probably always work to be done on that.

And the more of those we sell, the better that will get, and we're working on that hard with all of those people. But I feel like not much has changed on that front right now. We've seen a little bit of tightening of the spread in the Central, South Eastern United States.

But in the last -- since January 1, that's come back up out a little bit, widened a little bit. So we're okay right now, Craig. But it's something that, obviously, we keep our eye on constantly.

Great. And correct me if I'm wrong, is the fourth quarter of '25 an all-time record RNG volume through the downstream? And how do you anticipate -- I understand what your upstream is doing, but how do you anticipate opportunities to source third-party RNG to continue to grow that over the next 2, 3 years?

Go ahead Rob, [indiscernible] we have a record...

Yes. Thank you for that. We would mark it down as a record quarter. It's probably gold metal worthy. So -- and I got so enamored with that thought that I didn't hear the rest of your question, frankly.

You know what, I'll try, Craig, on the last part of your question. Everybody wants into the transportation sector. And there's a lot of RNG available. And we have very good relations with all of those in the industry. We source from 90 suppliers today. There's plenty of RNG. I mean what all of us need in the business is for more transportation volume.

And of course, we're sort of on the tip of the spear there, working hard every day to create it. So there's a lot of RNG available. All of us use a little bit more adoption and more volume in transportation because frankly, the alternative markets are tough right now.

And so everybody wants in transportation, and we happen to be in a very enviable place there because we have all those [indiscernible] and clips. But there's no shortage of RNG at present. And frankly, not for the next couple, 3 years, I would imagine. I hope there will be soon.

And we'll go next to Eric Stine with Craig-Hallum.

Just sneaking a few in here at the end. Hopefully, no repeat can jump in between calls. But following up on that last question, I know some time ago, you had set the goal that you would -- that it would be all RNG through your Clean Energy on stations.

And I know that 100% of the volume in California is RNG, but just curious where we stand towards that goal. I know you talked about that in 2026, you expect about 250 million gallons of RNG or maybe...

Eric we're at -- I think through our infrastructure, we're at 93%.

So I mean, to get to 100%, as you said, you have really no limitations in sort of third party supply..

Wait a minute. I'm being corrected -- I'm being corrected, it's 89. And some of that is because we've seen some conventional gas, fossil natural gas go up. So we sort of work against ourselves once in a while on that.

But I mean, obviously, we've done a good job moving -- almost all of the fuel is now dairy in California. So you remember a few years ago, we talked about someday we'd like to see that go from 10% to 30%.

Well, it's way -- it's almost at 100%, I think maybe in '26, it will be. So we're doing well on that goal. And it will continue to be high like this, I would think, from here on in.

Got it. And then, I mean, in terms of stations where you do O&M, I mean, there are cases where you're involved in the supply of the RNG as well. Is that correct?

And of course, that's -- Eric, that's something that we -- again, we see that as a little bit of an advantage, right? We have these long-term relationships where we have maybe built that station. There could be a time in the past where a transit property got their natural gas from the local utility.

And because we know them and because we're experts in RNG, we've been able -- that's kind of what I was talking about in my remarks that you may have missed, where we flipped, right? We flipped transit properties from maybe them buying CNG from a utility to where now we're supplying the RNG.

So we have a big list right now of candidates in '26, where we hope to work that relationship and move them from a competitor supplier from CNG from utility and move them over to RNG.

So we have a work for us. We have a team of people, but that's what they do. And so we hope to add that some of what we have in our plan and wish us well on that.

Yes. And so it sounds like, I mean, that would probably be the bigger objective than getting through your stations sort of 89%, getting that up to 95%, 100% -- is that fair?

Yes, that will help, right? If we land the 4 million gallons, 5 million gallons and adder where we were doing the maintenance, but we weren't doing the gas and we can flip that to RNG that we're supplying, yes, that's one of the ways that number comes up.

Last one for me. I know you talked a little bit about the 45Z and obviously waiting on the guidance to be dialed in some, but just curious what the conversations you're having in terms of, at some point, monetizing those credits with a third party?

Yes. I mean our expectation is to get into a routine monetization. We've already been in the market with the ITC and monetizing that. And so our team is well connected with third parties there as well, but that is the plan. I mean, we also work with our partners on all that. So we're in a good spot there, we feel, and there's definitely an appetite out there for the 45Z credits.

At this time, there are no further questions in queue. I will now turn the meeting back to Andrew Littlefair.

Good. Thank you, operator, and thank you, everyone, for joining us, and we look forward to speaking with you next time on our first quarter results. Have a good day.

Thank you. This brings us to the end of today's meeting. We appreciate your time and participation. You may now disconnect.

Good day, everyone, and welcome to today's Clean Energy Fuels Third Quarter 2025 Earnings Conference Call. [Operator Instructions] Please note, this call is being recorded. [Operator Instructions] It is now my pleasure to turn the conference over to Robert Vreeland, Chief Financial Officer. Please go ahead.

Thank you, operator. Earlier this afternoon, Clean Energy released financial results for the third quarter ending September 30, 2025. If you did not receive the release, it is available on the Investor Relations section of the company's website, where the call is also being webcast. There will be a replay available on the website for 30 days.

Before we begin, we'd like to remind you that some of the information contained in the news release and on this conference call contains forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Such forward-looking statements are not a guarantee of performance, and the company's actual results could differ materially from those contained in such statements.

Several factors that could cause or contribute to such differences are described in detail in the Risk Factors section of Clean Energy's Form 10-Q filed today. These forward-looking statements speak only as of the date of this release. The company undertakes no obligation to publicly update any forward-looking statements or supply new information regarding the circumstances after the date of this release.

The company's non-GAAP EPS and adjusted EBITDA will be reviewed on this call and exclude certain expenses that the company's management does not believe are indicative of the company's core business operating results. Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for or superior to GAAP results.

The directly comparable GAAP information, reasons why management uses non-GAAP information, a definition of non-GAAP EPS and adjusted EBITDA and a reconciliation between these non-GAAP and GAAP figures is provided in the company's press release, which has been furnished to the SEC on Form 8-K today.

With that, I will turn the call over to our President and Chief Executive Officer, Andrew Littlefair.

Thank you, Bob. I'm pleased to report that our business delivered another strong quarter. For the third quarter, we posted $106 million in revenue, sold 61 million gallons of renewable natural gas and generated $17 million of adjusted EBITDA. We ended the quarter meeting our expectations in line with the raised guidance for 2025 that we announced in August with $232 million in cash and short-term investments and maintaining a strong balance sheet with ample financial flexibility and capacity to fund growth.

Today, I will provide updates on our downstream fueling business, RNG's opportunity in the heavy-duty truck sector and progress in our upstream RNG production business. I'll let Bob provide more detail on our financials and our reaffirmed full year outlook. Our downstream fueling business continues to perform well. Transit and refuse remain steady contributors, reflecting long-standing customer relationships and our ability to deliver clean, affordable fuel day in and day out.

For over two decades, natural gas trucks and buses have delivered cleaner air and lower emissions to these fleets in the cities they serve. On the refuse side, we currently have 140 different companies ranging from national leaders like WM and Republic Services, many regional companies around the country, 309 fueling sites, and we fuel the buses of transit agencies from New York City to L.A. and many in between.

We are well-positioned to support additional fleets in their adoption of ultra-clean RNG. Clean Energy also continues to support transit agencies that are following California State incentives to explore hydrogen alongside RNG. In late September, we announced we were awarded the contract to design, build and maintain a second hydrogen fueling station for Foothill Transit. This extends our 20-plus year partnership with the agency and complements the RNG fuel fleet Foothill already operates.

The new site will support an initial 19 hydrogen fuel cell buses. We also won awards to build hydrogen stations for the cities of Riverside and Ventura transit agencies. The largest opportunity for our downstream fueling business continues to be heavy-duty trucking. Approximately 250,000 new Class 8 heavy-duty trucks are sold each year in the U.S. and Canada. The heavy-duty sector is tasked with providing critical goods movement services across our economy.

Meanwhile, the sector has been facing challenging freight rates, uncertain policy regulations and continued demand from shippers to lower emissions in this hard to decarbonize segment of the value chain. As you know, overall sales of heavy-duty trucks has been significantly lower over the last year or two compared to most years. Battery electric and hydrogen face significant challenges for heavy-duty trucking.

RNG, on the other hand, is low NOx and has low to negative greenhouse gas emissions. It does this at a lower cost of ownership than even diesel. The engine technology, infrastructure and reliable supply of clean fuel are here today. And at Clean Energy, we are pursuing this opportunity on multiple fronts. In September, Pioneer Clean Fleet Solutions launched as the first leasing company focused on low-carbon heavy-duty vehicles with next-generation CNG trucks as the focus.

Clean Energy, alongside Cummins and Hexagon Agility partnered with Pioneer to support another pathway that lowers barriers for fleets to adopt RNG-powered equipment. Just last week, we expanded our Class A demo truck program with a 2026 Freightliner Cascadia Gen 5 day cab equipped with the Cummins X15N. Our truck was unveiled at the American Trucking Association's Conference to high praise from the Senior Editor of Transport Topics, a leading trucking publication who did a test drive.

Demo truck will rotate among carriers so they can experience the X15N's performance across real routes in our fueling network. This builds on the success of our first Peterbilt X15N demo launch last year, and that continues to be in rotation around the country. Since Freightliner has the largest overall market share in the heavy-duty space, the demand to get in the queue for this new demo truck has been very high. Turning to our upstream RNG production business.

While RIN pricing has stabilized, LCFS credit prices continue to face some headwinds impacting segment profitability. We expect CARB's program changes, which are already in effect to tighten the market -- to tighten the market and support gradual price improvement in 2026 and beyond. The 45Z Clean Fuel Production Credit is an important value driver for dairy RNG that recognizes the fuels negative emissions benefit.

We continue to await Treasury's finalization of the 45Z rules and credit values, which we expect in the next few months. We plan to begin to monetize our 2025 45Z credits once those rules are finalized. Meanwhile, we are controlling what we can control, project execution and production improvement. I'm pleased to report that our two largest dairy projects, one in Texas and one in Idaho have recently begun initial operations. We will be announcing more specifics soon about these exciting developments.

This brings our total projects in operation to 8. We continue to be focused on optimizing production across our portfolio to increase our own supply of negative carbon RNG for our network. 100% of the fuel that we sell in California's RNG and the average carbon intensity score of that fuel is a minus 194. So that's impressive. In addition, we broke ground on three new dairy RNG projects under our development agreement with Maas Energy Works.

These projects span 6 dairies across South Dakota, Georgia, Florida and New Mexico and are expected to produce 3 million gallons of RNG annually once fully operational. In summary, our business fundamentals remain solid. The downstream fueling business is steady and well-positioned for growth.

And on the upstream side, we're executing and scaling. Clean Energy is uniquely positioned with the largest RNG fueling network, a substantial supply of RNG from our own operations and from third parties and a team that knows how to deliver for our customers. We believe our formula of practical decarbonization at a lower cost per mile than diesel will continue to resonate with fleets and shippers that need solutions they can deploy today.

And with that, I'll hand the call back to Bob.

Thank you, Andrew, and good afternoon to everyone. The third quarter of 2025 was another good quarter on $106.1 million in revenue versus $104.9 million a year ago. Last year's revenue included $6.4 million in alternative fuel tax credit revenues and the alternative fuel tax credit is not in place for 2025 as it was not extended past 2024.

But putting the alternative fuel tax credit aside, the increase in revenues over last year's third quarter was 8%, primarily driven by increases in fuel sales, along with a rise in station construction sales. On a GAAP basis, our net loss for the third quarter of 2025 was $23.8 million versus $18.2 million in 2024 with the 2024 net loss benefiting from the $6.4 million in alternative fuel tax credits not applicable to '25.

And as well, our 2025 GAAP net loss included $3 million in net incremental costs for a couple of onetime items, one of those being $5 million in incremental accelerated depreciation expense that was tied to our pilot stations, bringing that total depreciation charge in line with our initial estimates. And the second onetime item was a $2 million nonoperating gain from the liquidation of a noncore investment. These two items did not impact adjusted EBITDA.

Speaking of which, our adjusted EBITDA for the third quarter of 2025 was $17.3 million and reflects similar and steady trends from our recent second quarter of 2025 with good fuel and service margins plus an improvement in our upstream dairy negative adjusted EBITDA. Last year, adjusted EBITDA of $21.3 million, of course, includes the $6.4 million of alternative fuel tax credits.

When excluding the alternative fuel tax credits from '24, the improvements in 2025 over '24 continue to come from greater fuel volumes, including both conventional natural gas and RNG, particularly a higher concentration of low CI dairy RNG, along with lower operating expenses from a year ago third quarter. These improvements helped to offset the effects of lower RIN pricing from a year ago, where you can see the RIN revenue was down $2.8 million versus last year.

We generated cash flow from operations again in the third quarter, and our cash and investment balance of $232 million that Andrew mentioned is our balance after making a $12 million contribution of capital into our dairy RNG joint venture with Maas Energy Works in the third quarter. And lastly, you'll note that we maintained our 2025 outlook, which we had raised back in August, and we feel good -- we feel that we're in good shape in maintaining that outlook.

And with that, operator, we can open the call to questions.

[Operator Instructions] We'll take our first question from Eric Stine with Craig-Hallum.

So maybe just starting with the RNG upstream business. So it sounds like you've got 8 operating right now. Can you just give us kind of the thought or target, maybe run rate of volumes that you expect to exit '25?

And as you think about this longer term, I know that market has changed a bit. You've got a lot of supply from third-party sources. So just kind of curious how you think about that when you look out multiple years. At one time, you had a pretty high target for what you might ultimately produce upstream. Curious where that stands now.

So you're bringing up the production rates of the 5 that came online, we call them the [ Renuco ] projects. But you'll exit the year somewhere between 5 million and 6 million gallons. And next year, you'll double it, close to doubling it. And eventually, you'll be closer to 20 million gallons once all those projects come on and now I'm going out. That's once those Maas projects are on.

And so now I'm going out to 2027. Eric, you're referring to what we came out with almost 5 years ago, 4.5 years ago, the 100 million gallons, which by the way would have taken another $1.2 billion or $4 billion. And we pulled that back long ago when we looked at the credit pricing and some of the current situation. But what I will say is we like where we are. We like having that amount of fuel that we control.

But we're very big in the business, as you well know. And we have 80 to 90 different suppliers. So we remain -- we're moving still about half of all the RNG into transportation in the industry. We continue to be at the focal point of that. Everyone that needs RNG to transportation often has to come to us. So we like our position. We feel like we've made prudent investments at this point. We have to get those up and running correctly.

We're starting to see an improved production rates, which will continue to get better and better, and we're starting to feel much better about those early projects. We take great part in looking at the production that's going on at our first project, Del Rio that's been up and running a while, and that thing is hitting nameplate and it's doing very well.

We're very proud of that. And we're seeing -- we're beginning to start seeing some significant increases in production at the others. As I mentioned in my prepared remarks, Eric, our two biggest projects, one of which we own 100% of, they're just now beginning to inject.

So those are big -- one of those produces somewhere around 5 million gallons and the other around 3.6 million, and they're just now coming on. So we like where we are, and we'll see how that kind of all plays out as these -- as they develop here in '26 and in '27.

Yes. And you mentioned, I know last quarter or earlier in the year, you kind of set it as an objective to improve the performance at the plants and you have made progress. You did mention that you've got a few more steps to go. I mean, any clarity there?

I would assume or should we assume that those are pretty much -- you just kind of have to go through steps. It takes time rather than being something that's a significant investment.

That's right. That's right. It's fine-tuning. It's working with the farmer. It is all those things. There aren't big CapEx requirements to get them right. It's really just kind of bringing it along, getting the team working exactly right. So going through the first winter and figuring out where certain other items need to be winterized is kind of mundane things, but they're important.

And what's interesting, Eric, is you really do tune them up from -- I know when they first come on, they're more like producing about half of what you thought. And next thing you know, they're at 70, 75, but they will begin to pull on up to nameplate.

Got it. Last one for me. Just -- I know it's early days still, but the Pioneer Clean Fuel Solutions. Just any thoughts on initial interest, what you think that might do to spur X15N adoption, just kind of initial impressions.

Well, I'm told -- look, I love having another interested party out working with our customers and with potential customers. I think that's really powerful. We know this crowd. I like the fact that we're engaged in standing that company up alongside Cummins and Hexagon Agility. I think that's good alignment for us.

I'm told they have their first deal in the works. I'm not going to say any more than that, but they have maybe the first paper out circulating and that they've already made -- had meetings with 20 different fleets. I think they did some -- showed the flag pretty well down there in San Diego at the ATA.

So I like the fact that you have a very focused group working just on RNG, just on natural gas trucks, understands the nuance there on the leasing. And so we're working hard hand in glove with them, our sales team as is Hexagon and Cummins. So we'll see how they do.

Our next question comes from Rob Brown with Lake Street Capital Markets.

Sticking with the 15-liter kind of ramp rates and how that's developing in the market. Good to see the Pioneer project. But what's sort of the other sort of timeline and development of the 15-liter ramp? How do you see it at this point with sort of the market environment?

Well, I think there's been -- as I mentioned in my prepared remarks, I mean, the market has not been exactly favorable, right? The freight rate thing is real. That's a real overhang in the trucking business that it has affected purchases of new trucks. So that's just something you wish can get worked off. I think you're going to have softer rates that will begin to firm. But as I read the material, it looks like that could take a good part of 2026.

So that's just some headwinds there that I'd rather not have. It's hard to get people to make a move toward not only buying new equipment but buying new technology when they're worried about tariffs and import duties and supply chain and their freight rates. Now having said that, think that most in the industry have seen that there's kind of a shaking out. I mean, as you take stock of what occurred down there at the ATA Conference in San Diego, I mean, it's clear that there's been a sorting out of the technology.

I mean, look, I'm not wishing ill on anything, but I think that the electric and the hydrogen technologies really have gotten knocked down a peg because of their reliance on certain of the regulations and such, certainly at the federal level. And so now it's very clear that if you're a trucker, you have diesel, renewable diesel or you have RNG. And what's coming through is, Rob, that the fleets and the shippers still want sustainability, still want to be green, still want to decarbonize, but it has to make economic sense.

That's what's different now is that this has to stand on its own bottom. Now the good news for us is we have a technology and we have an engine that's here today and can be delivered today that can give returns. I mean, with our fuel pricing and with the economics associated with the incremental cost, we can get these fleets a 2-year payback, 2.5-year payback on the equipment, and then they really have significant savings as they keep that truck up to the typical 5 years.

So we like our positioning from that point of view. Now we've had fleets such as Walmart, Amazon, UPS, FedEx, Saia, Knight-Swift, Food Express. I mean they've all purchased the new X15N. So I like the breadth. Now we need more to acquire, and we need those fleets to really engage fully. But we're seeing some breadth of people beginning to take that in, get comfortable with it.

And then we hope there'll be -- those kinds of fleets buy a lot of trucks. We hope that as they like what they've got and they're operating well, that we'll see increased adoption in the coming years. But we're working hard with making sure that we're getting good exposure to the X15N with the largest fleets in America. And so far, most of them have taken some.

Okay, great. And then on the Maas Energy Development Agreement, how much is the CapEx requirement on your side for the three facilities? And then I guess, what's sort of the pipeline on the Maas side that you could see additional facilities on?

We had -- it's about $35 million. We've spent $12 million over in the third quarter.

Okay, good. And then just in terms of the additional potential projects with Maas, is there still a pipeline there or do you feel like this is sort of it from what you see right now?

Well, Daryl is a busy guy. So we've got those projects that I mentioned, the three projects. We constantly work with Daryl to see -- there's a couple of others that we had looked at very closely. But just with the given credit situation, they didn't seem quite like we'd like and Daryl understood that. So we'll continue to look at those. We like the fact that he's a very good operator and brings these projects on quickly and efficiently. So we'll see.

Yeah. And we'll have about -- well, for this -- what we have in front of us, so $35 million was in the cards for this year, but we'll have about $85 million in total for the plan that's in front of us with him.

Our next question comes from Derrick Whitfield with Texas Capital.

Congrats on a solid update, guys. Maybe starting with the downstream. You guys announced a flurry of supply agreements last week. Could you speak to what led to that step change in activity and when those volumes will directionally start to flow through?

Well that -- in many ways, we have hundreds and hundreds of customers, right? So at any given time, while we don't always announce all of them because sometimes they're just -- they're not as glamorous, let's say. Every year, we have a couple of hundred different customers that grow their fleet and renew contracts with us.

And so you're getting a little bit of that mix in there. Now there were some wins. But I want to say that when you have the size of the network and the fact that we have about 800 or 900 customers under contract, there's a lot of activity kind of constantly. We had some extra transit properties in that release.

We have quite a few new refuse customers and additions coming up right now. So I don't know if there's some sea change that just happened. It's just kind of the way our cycle tends to ebb and flow. But I do like the fact that we have a lot of activity, and that makes us feel optimistic about these fleets as they continue with the program.

Great. Understood. And then regarding the two larger projects that you guys have just brought on, could you offer maybe some directional thoughts on the timing of certification of environmental attributes, including rents, LCFS and 45Z credits I know that the LCFS backlog was quite extensive at one point, but just where is that? Where does that sit?

These -- let me handle it this way. And if I get too far out, someone will jump in here and save me. But these things take a while to really get up. So there's kind of a process for them to be -- to get into revenue production. I mean we're just now kind of taking care of the commissioning. I mean the Texas property is a few weeks ahead of the Idaho property. after about a month of operations.

And so the EPA has been pretty -- is pretty fast after two to three weeks' time often that we're able to begin to certify to be able to get the RINs. Now the LCFS, there's a provisional and another kind of certification where at some point after time, we begin to participate and I guess, collect at about a minus 150, right? And then eventually, over time, we get the final processing from California, the LCFS.

But that has taken on our Del Rio project, the better part of almost two years. Now we think that, that backlog has gotten corrected some. But I would say by the time you're really hitting your stride and all buttoned up with the certification process. I mean, it's a better part of 2026 for these projects before you're really done with that. Now you'll be receiving credits and being able to monetize credits, but not at their full potential.

Our next question comes from Matthew Blair with TPH.

Congrats on the strong results in the third quarter. You mentioned that you kept your 2025 EBITDA guide intact, which if I'm doing the math right, implies, I think it's $8 million to $13 million for the fourth quarter, even though the fourth quarter tends to be pretty strong for Clean.

So I guess how should we think about this? I think in the past you've been reluctant to change your guide to late in the year and effectively provide single quarter guidance. But I guess, is it fair to think that there might be some upside to the 2025 targets or how should we think about that here?

Probably, I mean as you look at it, it looks like that we -- we're doing well. I don't think it's -- I don't think we're in a position to really now tick it up that at this point. But I think as you're looking at, you're saying, these guys are going to be certainly on the top end of the guidance or maybe a little bit beyond that. I mean that's reasonable if you thought that way. And we'll see how it performs. There's a lot of things at work here, but that's how I feel too.

And we kind of agree that at that point, maybe you're micromanaging a quarter. And I think we feel good with that range that we put out there and where we sit right now to be comfortable with that and -- but we're not going to micromanage it.

Sounds good. And then just looking at your RNG volume growth this year, it's been a little variable. I think in the first quarter, it was down 13% year-over-year, second quarter up 8% this quarter, up 3%. I guess could you help us understand like why has it been so variable? Is that due to the supply that's coming to Clean that there's some variability in those volumes or?

Well, there was -- there certainly was in the first quarter, right, where there was cold spells throughout the country and all the RNG producers, the dairy producers were having execution difficulties because of that cold weather. So that you saw a bit of a drop. And then there was a bit of a rebound in the second quarter.

We also have the biogas reform where gas was held at year-end. So then that kind of floods in. It came in -- well, in the second quarter, we had an uptick primarily from the cold weather in the first quarter. And so that was a little bit distorted in terms of its growth. And then I think the third quarter -- our third quarter here was maybe a little bit more normalized, if you will. So you've got -- yeah, so there's some variations in there.

Our next question comes from Betty Zhang with Scotiabank.

I first wanted to ask about maybe if you could give us a preliminary look at expectations for 2026. And in particular, if you could speak to volumes. Should we expect a pretty big step up given the -- your production of RNG that's ramping up? And as well, should we be accounting for the X15 gallons or is it still too early for that?

Betty, we're not going to -- history is the guide. We're not going to share today set our guidance for 2026. I mean I think if you go back and listen to what I said earlier on this call, I gave about as much guidance as we're going to give on the RNG from our end, right? And so in the scheme of things, it's a nice growth from our -- from where we've been to where we're going next year. But it's not a step change type thing.

But go back and listen to that. I mean, basically, I said we're exiting the year around 4% to 5% to 6%, and that it will get close to doubling, right? That's from our RNG production. So that kind of gives you a thought for that. The adoption is hard to tell, Betty. And I don't have a crystal ball here. And I don't -- over the years, we've always -- we've liked -- we've worked hard to be in the high single digits.

But it's just -- I think it's too hard to tell exactly how the adoption rate for the X15 is going to be for -- as I sit here today for next year. Over the course of the last several years with the 9-liter at Cummins, I mean we have seen dramatic adoption rates over time, but it takes time. And you're kind of in the early phase of that with the X15N, and there's a lot of uncertainty with regulations in California and the federal government.

And so a lot of work yet we feel optimistic that you're getting the right fleets experiencing with it to get to increased rates of adoption. But I guess I'm crawfishing around Betty, no, I'm not going to give you an exact growth number, but it will be -- we should see increased rates of adoption in 2026. Let's put it that way. But of course, you're coming off of low levels of adoption right now with the X15N.

Okay. Fair enough. For my follow-up, I wanted to ask about the fuel margin. Looking forward to the next several periods, our view is that the WTI to Henry Hub spread should narrow or may narrow. So I just wanted to get a sense of how Clean Energy is able to kind of manage the fuel margin, what levers you guys could pull on that end?

Well, we -- Bob and I watch that as well very closely. And as you know that there's been a nice fuel margin throughout most of 2025. That's narrowed. Not only is it going to narrow, it has narrowed some from kind of historical differentials of the oil and gas spread to where you are today, right? You have $4.25 gas and $60, a little more oil. So you've come down to $15.1.

Now we tend to think, Betty, that, that will be -- that mid-teens to [ 15, 16, 17:1 ] is probably a good spread. And with that, we're in -- that's good for us. That's very good for us. And we can maintain the kinds of fuel margins that we've seen this year in that. Now what's difficult is if you have $40 oil and you have $4 natural gas or $4.50 natural gas and $35 crude. And I guess our view is, as we look out that we see the relationship between oil and natural gas kind of staying in this 15:1 spread where you are right today.

I think that's pretty much where you're going to be. I mean frankly, Betty, I think you may see oil come down some. I mean that seems to be -- that could be -- but I don't think you're -- right now, you're seeing sort of winter pricing on the gas curve. So that gas cost should come down. And so I think you'll -- as I said, I think the 15:1 is probably 15, 16:1 is probably a pretty good spread.

Along with the other drivers that we have within our margin of RIN and LCFS pricing around that. So we don't have everything all concentrated in one of the [ beauties ].

No, we have a lot of the West Coast, the West Coast, the refined products and diesel. I mean diesel today in California is $5.25. That has to get factored in, too.

Next question comes from Dushyant Ailani with Jefferies.

I just have one quick one. I know that as you guys kind of ramp your RNG upstream next year, 2026. I know there are a bunch of puts and takes, 45Z, LCFS, D3. Just trying to figure out what are some of the sensitivities to think about for that segment to get to EBITDA positive. Any kind of thoughts, color that you can share? Is that a 2026 story, 2027 or do we need to see D3 or LCFS or 45Z to kind of get to those levels?

Well, you got a lot of things. Let me start and then Bob, where I mess up, you could chime in. We do think that the LCFS program, as outlined by CARB is going to lead over time over next year to a strengthened LCFS price. Now it's anybody's guess exactly where it is, but our partners and us, we think that '26 is going to be better than '25 and '27 is going to be better than '26. And so that should be strengthening.

I mean, CARB believes that the LCFS by the time you get to '28, '29 could be back to where we were at $120 to $135 to $150. So that's good. Maybe we've seen the bottom, and that should be strengthening. So that's good for our business. We -- as I said on our call, we have to work on what we control is we have to get the capacity and the production levels up at the plants. And we feel confident now that we've really taken firmer control of the operations.

We'll get there. But that's important to us for these things to perform correctly as about -- almost as important as what's happening on the environmental pricing side. So we've got to get these things -- feel very good about these two large projects that we just brought on now because they've commissioned well.

And I think we learned from some of our earlier projects. We've got to get them all -- all these projects performing better. And then you really -- then you can really see them perform like they should. And you'll have strengthening LCFS prices over time. I think RIN's, I would say maybe the cautious view there is we've seen those stabilize.

And I'm not smart enough to figure out the small refinery exemptions factored in into the maybe a potential change in the RVO. Some have said that it could lead to RIN strengthening some. I don't know. But we sort of like where the RIN is now because it's stabilized at $2.30 or so, and that works fine for us. So productivity enhancements on our plants, and we do see a strengthening of the LCFS credit in the future.

And if there's -- and then the production tax credit as well, 45Z, if that changes in our favor, the guidance comes out from the treasury, if they -- yeah, depending on where that comes out, that could be some upside. But I think that, as you said, Andrew, I mean, these projects at least are getting through that ramp-up phase, and that's really -- it's kind of about that kind of timing to get through the period, which going into '26, a lot of them are and the volume production then should show improvements there for sure.

It appears we have no further questions at this time. I will now turn the program back over to Andrew Littlefair for any additional or closing remarks.

Thank you, operator. Thank you, everyone, for joining us today, and we look forward to filling you in on the next quarter next year. Thank you.

This does conclude today's program. Thank you for your participation. You may disconnect at any time.