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United States securities and exchange commission logo
October 18, 2022
Robert Vreeland
Chief Financial Officer
Clean Energy Fuels Corp.
4675 MacArthur Court
Suite 800
Newport Beach, CA 92660
Re: Clean Energy Fuels
Corp.
Form 10-K for the
Fiscal Year ended December 31, 2021
Filed February 24,
2022
File No. 001-33480
Dear Robert Vreeland:
We have reviewed your September 7, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
August 8, 2022 letter.
Form 10-K for the Fiscal Year ended December 31, 2021
Business
Properties, page 31
1. We understand from your
response to prior comment two that you prefer to refrain from
disclosing the extent
to which you own, operate or only supply the fueling stations in your
network, providing
details of the arrangements under which you operate and supply
fueling stations that
you do not own, and addressing utilization of the network.
Please provide us with
the requested details, concerning ownership, the operating
and supply agreements,
and utilization; and clarify the number of stations in each category
that are covered by
your fuel supply agreements, O&M service agreements, or both.
Robert Vreeland
FirstName LastNameRobert
Clean Energy Fuels Corp. Vreeland
Comapany
October 18,NameClean
2022 Energy Fuels Corp.
October
Page 2 18, 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Performance Overview, page 36
2. We note your response to prior comment four clarifying that all of
your RNG and
conventional natural gas is purchased from third-party suppliers, and
that you refer to the
disclosure revisions proposed in response to prior comment three,
although these do not
appear to include a clear statement to this effect.
Please revise your disclosures in the Overview sections on pages 3 and
34, and under The
Company and Nature of Business section on page 64, including
disclosures explaining
that you are "focused on developing, owning, and operating dairy and
other livestock
waste RNG projects," to clarify that you do not presently source RNG
from any projects
that you own or operate, and that you rely completely on purchases of
RNG and
conventional natural gas to fulfill your obligations to sell fuel
products.
3. We note that in the first and third tabulations on page 37, you
combine RNG sales
volumes with delivery volumes, and in the second and fourth
tabulations on page 37, you
separately report RNG volume sales, but do not separately report
conventional natural gas
volume sales, which is identified as a revenue source on page 68.
Please expand your disclosures to clarify how the volumetric measures
are correlated with
your product and service revenues. For example, explain whether O&M
service revenues
are recognized for all RNG and conventional natural gas volumes sold,
in addition to the
sales price of these products, and whether delivery volumes are
limited to those for
which service revenues are based on delivery volumes rather than fixed
prices.
If such measures are not fully correlated with the product and service
revenues as
presented on page 60, revise the presentation as necessary to report
the sales volumes and
delivery volumes underlying these revenues. Please clarify how volumes
of conventional
natural gas sold are represented in your tabulations.
Results of Operations, page 47
4. We note that you proposed revisions in response to prior comment six,
to more clearly
align your discussion and analysis with the activity reported in your
financial statements,
although it remains unclear how you would supplement the table of
percentages on page
48 with numerical data to provide adequate context, or how you would
reconcile these
details with those in the revenue tables under Performance Overview on
page 36.
We also note that in describing product revenue for 2021, you identify
several
components that declined relative to the prior year, and indicate
these were offset by an
increase of $60.5 million, which you partially attribute to "an
increase in GGEs delivered
and higher natural gas prices...and an increase in RNG volumes
delivered."
Robert Vreeland
Clean Energy Fuels Corp.
October 18, 2022
Page 3
Given that you separately report service revenues that include per
gallon fees based on
volumes delivered, please further clarify whether your references to
GGEs delivered and
volumes delivered when discussing product revenues are synonymous with
volumes sold
in this context, and clarify how GGEs delivered (or sold) are
distinguished from RNG
volumes delivered (or sold), as well as deliveries (or sales) of
conventional natural gas.
Please further revise your disclosures to address the concerns
outlined above, also to
quantify the volumetric activity that is distinctly correlated with
service revenues, and
separately with product revenues, and to differentiate between
volumetric and price
changes when quantifying revenues associated with these changes.
Financial Statements
Note 2 - Revenue from Contracts with Customers, page 73
5. We note that in response to prior comment eight you suggest that the
nature, amount,
timing, and uncertainty of revenues and cash flows from sales of fuel,
O&M services, and
RIN and LCFS credits are all affected by economic factors in a similar
manner.
However, on pages 43 and 54 you indicate that you are generally
subject to market price
risk with respect to sales of natural gas, either directly or via
hedging arrangements, while
on pages 5 and 37 you indicate that you generally charge either a
fixed or set per gallon
fee in exchange for O&M services. We also note disclosure on page 43,
describing the
markets for RINs and LCFS credits as "volatile and unpredictable,"
having "significant
fluctuations" in prices, and subject to changes in the federal and
state programs under
which these credits are generated and sold, among other factors.
Under Rule 5-03 of Regulation S-X, revenues must be reported for
several categories
based on distinctions in the nature of the revenues, i.e. sales of
tangible products, revenues
from services, and other revenues must be presented separately.
Given the various and differing exposures to economic factors, we
continue to believe that
revenues from sales of fuel, O&M Services, and RIN and LCFS credits
should be
disaggregated under this heading with details comparable to those
appearing on pages 36
and 60, although references to "RNG and conventional natural gas"
should also be revised
to clarify the extent to which conventional natural gas is sold
without RNG.
You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759
or Karl
Hiller, Branch Chief, at (202) 551-3686 with any questions.
FirstName LastNameRobert Vreeland Sincerely,
Comapany NameClean Energy Fuels Corp.
Division of
Corporation Finance
October 18, 2022 Page 3 Office of
Energy & Transportation
FirstName LastName