0001842279-23-000009 | 10-K | XBRL Viewer

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Stock-based compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 04, 2022	Dec. 31, 2022
Restricted stock units
Unvested restricted stock units outstanding, beginning balance (in shares)		0
Issued (in shares)	428,902	428,902
Forfeitures (in shares)		(6,553)
Unvested restricted stock units outstanding, ending balance (in shares)		422,349
Weighted average fair value per restricted unit on grant date
Unvested restricted stock units outstanding, Weighted average fair value per restricted unit on grant date, beginning balance (in dollars per share)		$ 0
Issued, Weighted average fair value per restricted unit on grant date (in dollars per share)		7.94
Forfeitures, Weighted average fair value per restricted unit on grant date (in dollars per share)		7.94
Unvested restricted stock units outstanding, Weighted average fair value per restricted unit on grant date, ending balance (in dollars per share)		$ 7.94
Aggregate fair value
Unvested restricted stock units outstanding, Aggregate fair value, beginning balance		$ 0
Issued, Aggregate fair value		3,405
Forfeitures, Aggregate fair value		(52)
Unvested restricted stock units outstanding, Aggregate fair value, ending balance		$ 3,353
Vesting percentage		100.00%

Related Parties (Tables)

12 Months Ended

Dec. 31, 2022

Fees Upon Entering Into Management Services Agreement with Related Party

The following table summarizes the various fees recorded under the agreements described above which are included in "Selling, general, and administrative" expenses except for $1,518 incurred as transaction costs for the Business Combination recorded in additional paid-in capital and $29 recorded as Deferred financing costs as of December 31, 2022:


	Twelve Months Ended December 31,
	2022		2021
Staffing,management services and office costs (1)	$	2,758	$	8,393
IT services	2,205		1,497
Guarantee fees	—		431
Environmental processing fees	—		632
Total	$	4,963	$	10,953

(1) Includes reimbursement of $600 and $378 for the use of office space for the years ended December 31, 2022 and 2021, respectively.

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
RNG Fuel
Revenues from related party	$ 76,920	$ 0
Renewable Power
Revenues from related party	$ 5,495	$ 3,008

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07.1(c))
-URI https://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Property, Plant, and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Interest capitalized, net	$ 3,081
Interest capitalized	3,678	$ 861
Depreciation	$ 11,892	$ 9,501

Borrowings - Narrative (Details) $ in Thousands											1 Months Ended					6 Months Ended	8 Months Ended	12 Months Ended
Borrowings - Narrative (Details) $ in Thousands	Dec. 19, 2022 USD ($)	Aug. 05, 2022	Aug. 04, 2022 USD ($)	Jul. 21, 2022	Jul. 19, 2022 USD ($)	Oct. 22, 2021 USD ($) facility	Oct. 08, 2021 USD ($)	Sep. 27, 2021 USD ($)	Aug. 27, 2020 USD ($)	Sep. 21, 2015 USD ($)	Sep. 30, 2022 USD ($)	Jul. 31, 2022 USD ($) shares	Mar. 31, 2022 USD ($)	Feb. 28, 2022 USD ($)	Oct. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) facility	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 29, 2022 USD ($)	May 01, 2021 USD ($)
Debt Instrument [Line Items]
Repayment of Senior Secured Credit Facility																		$ 58,603	$ 4,901
Cash dividends received																		126	139
Long-term asset																$ 489	$ 489	489	489
Proceeds from OPAL Term Loan																		40,000	75,000
Change in fair value of Convertible Note Payable																		413	3,300
Loan outstanding																170,444		170,444
Interest capitalized																		3,678	861
Senior Secured Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount										$ 150,000
Repayment of Senior Secured Credit Facility										$ 14,300
Minimum required debt service coverage ratio							100.00%			110.00%
Increase to interest rate of credit facility							0.25%
Outstanding letters of credit																1,932	7,823	1,932	7,823
Interest expense																		3,779	$ 2,778
Loan outstanding																22,750		$ 22,750
Weighed average effective interest rate																		6.90%	3.00%
Senior Secured Credit Facility \| LIBOR \| Variable Rate, Fixed Margin, Period One
Debt Instrument [Line Items]
Basis spread on permanent loan										2.75%
Senior Secured Credit Facility \| LIBOR \| Variable Rate, Fixed Margin, Period Two
Debt Instrument [Line Items]
Basis spread on permanent loan										3.00%
Senior Secured Credit Facility \| LIBOR \| Variable Rate, Fixed Margin, Period Three
Debt Instrument [Line Items]
Basis spread on permanent loan										3.25%
Secured Debt
Debt Instrument [Line Items]
Interest expense																		$ 894	$ 617
Sunoma Loan
Debt Instrument [Line Items]
Aggregate principal amount									$ 20,000
Debt outstanding																23,000	17,524	23,000	17,524
Minimum required debt service coverage ratio									125.00%
Maximum debt to worth ratio									500.00%
Minimum current ratio									100.00%
Interest expense																		1,810	$ 0
Loan outstanding																23,000		$ 23,000
Interest rate during period																		8.90%	7.75%
Sunoma Loan \| Minimum
Debt Instrument [Line Items]
Effective interest rate									7.75%
Sunoma Loan \| Sunoma
Debt Instrument [Line Items]
Financing fees paid									$ 635
Sunoma Loan \| Prime Rate
Debt Instrument [Line Items]
Basis spread on permanent loan									3.50%
Permanent Loan
Debt Instrument [Line Items]
Aggregate principal amount					$ 23,000
Interest rate on loan					7.68%
Payment of quarterly amortization					$ 380
Payment of interest and debt reserve accounts					$ 2,798
Convertible Note Payable
Debt Instrument [Line Items]
Aggregate principal amount																					$ 50
Debt outstanding																$ 28,528	$ 58,710	$ 28,528	$ 58,710
Interest rate on loan																8.00%	8.00%	8.00%	8.00%		8.00%
Percentage of notes converted												50.00%
Redeemed outstanding debt												$ 30,595
Fair value of debt																					$ 55,410
Change in fair value of Convertible Note Payable																		$ 413	$ 3,300
Prepayment penalty percentage				10.00%
Interest expense, net of pre-payment penalty																		2,906
Interest expense																	$ 3,300	3,319
Loan outstanding																$ 28,528		28,528
Convertible Note Payable \| Class A common stock
Debt Instrument [Line Items]
Shares issued upon conversion (in shares) \| shares												3,059,533
Municipality loan
Debt Instrument [Line Items]
Debt outstanding																$ 76	278	$ 76	278
Interest rate on loan																3.00%		3.00%
Interest expense																		$ 7	$ 10
Payments																		1,600
Loan outstanding																$ 76		$ 76
Weighed average effective interest rate																		3.60%	3.00%
Senior Secured Credit Facility - Debt Reserve And Liquidity Facility \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount										$ 6,000
OPAL Term Loan \| Secured Debt
Debt Instrument [Line Items]
Aggregate principal amount						$ 125,000
Debt outstanding																96,090	75,000	$ 96,090	$ 75,000
Commitment fee on unused portion																			0.50%
Amount remaining to be borrowed under term loan						90,000										10,000		10,000
Additional borrowing capacity						$ 35,000
Proceeds from OPAL Term Loan														$ 15,000	$ 75	25,000
Maximum leverage ratio						4
Loan outstanding																$ 96,090		$ 96,090
Weighed average effective interest rate																		6.10%	4.90%
Interest rate during period																			4.00%
OPAL Term Loan \| Secured Debt \| Debt Instrument, Covenant, Period One
Debt Instrument [Line Items]
Minimum liquidity						$ 15,000
OPAL Term Loan \| Secured Debt \| Debt Instrument, Covenant, Period Two
Debt Instrument [Line Items]
Minimum liquidity						$ 10,000
OPAL Term Loan \| Secured Debt \| RNG fuel
Debt Instrument [Line Items]
Number of non-operational facilities \| facility						3
Number of operational projects \| facility																2
OPAL Term Loan \| Secured Debt \| OPAL Intermediate Holdco
Debt Instrument [Line Items]
Percentage to be repaid													1.79%
Repayments of loan													$ 1,611
Additional period payment											$ 700
OPAL Term Loan \| Secured Debt \| SOFR
Debt Instrument [Line Items]
Basis spread on permanent loan						3.00%
Opal A-2 Term Loans \| Secured Debt
Debt Instrument [Line Items]
Maximum borrowing capacity under extended term																				$ 25,000
Opal A-2 Term Commitments \| Secured Debt
Debt Instrument [Line Items]
Maximum borrowing capacity under extended term																				$ 10,000
Opal Term Loan II \| Secured Debt
Debt Instrument [Line Items]
Financing fees paid			$ 2,200
Third party fees			$ 1,376
Loan outstanding																$ 0		$ 0
Opal Term Loan II \| Secured Debt \| SOFR
Debt Instrument [Line Items]
Basis spread on permanent loan		3.75%	3.50%
Opal Term Loan II, Delayed Term Loan Facility ("DDTL") \| Secured Debt
Debt Instrument [Line Items]
Aggregate principal amount			$ 100,000
Term of loan (in years)			2 years
Payments on aggregate principal amount (percentage)			2.50%
Opal Term Loan II, Debt Service Reserve ("DSR") Facility \| Secured Debt
Debt Instrument [Line Items]
Aggregate principal amount			$ 5,000
Secured Debt \| Senior Secured Credit Facility, term loan \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount										$ 125,000
Debt outstanding																15,250	73,869	15,250	$ 73,869
Secured Debt \| Senior Secured Credit Facility, term loan \| Senior Secured Credit Facility \| FM3
Debt Instrument [Line Items]
Percentage to be repaid										1.00%
Repayments of loan										$ 125,000
Secured Debt \| Senior Secured Credit Facility, working capital facility \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Commitment fee on unused portion																			0.75%
Secured Debt \| Omnibus and Consent Agreement (the “FM3 Amendment”) \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Repayment of Senior Secured Credit Facility	$ 54,929
Letter of Credit \| Senior Secured Credit Facility, working capital facility \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Revolving credit arrangement borrowing capacity										19,000
Repayment of Senior Secured Credit Facility							$ 5,182
Debt outstanding																7,500	7,500	7,500	$ 7,500
Reduction to amount borrowed										$ 7,500
Reduction to amount borrowed (in consecutive business days)										10 days
Senior Secured Credit Facility, term loan																$ 7,500	$ 7,500	$ 7,500	$ 7,500
Commitment fee on unused portion										0.75%
Revolving Credit Facility \| TruStar Revolver Credit Facility Effective September 2021 \| Line of Credit
Debt Instrument [Line Items]
Revolving credit arrangement borrowing capacity								$ 10,000
Interest rate during period																			1.52%
Revolving Credit Facility \| TruStar Revolver Credit Facility Effective September 2021 \| Line of Credit \| LIBOR
Debt Instrument [Line Items]
Basis spread on permanent loan								1.00%

Derivative Financial Instruments and Fair Value Measurements - Narrative (Details)			1 Months Ended			12 Months Ended
	Dec. 23, 2022 USD ($) $ / shares shares	Dec. 22, 2022 USD ($) $ / shares shares	Nov. 30, 2022 uSDPerMegawatt-Hour	Oct. 31, 2022 commoditySwap uSDPerMegawatt-Hour	Dec. 31, 2018 MWh	Dec. 31, 2022 USD ($) $ / shares yr commoditySwap shares	Dec. 31, 2021 USD ($) commoditySwap shares	Aug. 31, 2022 USD ($) interestRateSwap	Aug. 16, 2022 USD ($)	Jul. 21, 2022 $ / shares shares	Dec. 31, 2020	Nov. 30, 2019 uSDPerMegawatt-Hour
Derivative [Line Items]
Long-term debt, excluding current portion						$ 88,312,000	$ 134,083,000
Percentage of outstanding warrants	100.00%
Fair value of Class A common stock issued for redemption of Public and Private warrants	$ 25,920,000					25,919,000	0
Exercise price of warrant (in dollars per share) \| $ / shares	$ 6.87	$ 6.80								$ 11.50
Loss on warrant exchange		$ 3,368,000				3,368,000	0
Change in fair value of derivative instruments, net						$ 498,000	$ 99,000
Class A common stock
Derivative [Line Items]
Common stock, shares issued (in shares) \| shares	497,080	3,309,296				29,477,766	0			25,671,390
Sponsor Earnout Awards
Derivative [Line Items]
Warrants expiration period						5 years
OPAL Earnout Awards
Derivative [Line Items]
Warrants expiration period						2 years
Change in fair value of derivative instruments, net						$ 35,200,000
Put option with Meteora
Derivative [Line Items]
Warrants expiration period						6 months
Share price \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input \| $ / shares						7.28
Share price \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input \| $ / shares						7.28
Share price \| Put option with Meteora
Derivative [Line Items]
Warrants, measurement input \| $ / shares						7.28
Expected volatility \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input						0.65
Expected volatility \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input						0.65
Expected volatility \| Put option with Meteora
Derivative [Line Items]
Warrants, measurement input						0.65
Risk free interest rate \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input						0.040
Risk free interest rate \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input						0.040
Risk free interest rate \| Put option with Meteora
Derivative [Line Items]
Warrants, measurement input						0.040
Expected term \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input \| yr						4.5
Expected term \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input \| yr						1.8
Expected term \| Put option with Meteora
Derivative [Line Items]
Warrants, measurement input \| yr						0.1
Dividend yield \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input						0
Dividend yield \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input						0
Dividend yield \| Put option with Meteora
Derivative [Line Items]
Warrants, measurement input						0
Weighted average cost of capital \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input						0.16
Minimum \| Discount rate \| Level 3
Derivative [Line Items]
Asset retirement obligation, measurement input						0.0575
Minimum \| Discount rate \| Level 3 \| Convertible Note Payable
Derivative [Line Items]
Debt, measurement input							0.070
Maximum \| Discount rate \| Level 3
Derivative [Line Items]
Asset retirement obligation, measurement input						0.085
Maximum \| Discount rate \| Level 3 \| Convertible Note Payable
Derivative [Line Items]
Debt, measurement input							0.075
Interest rate swaps
Derivative [Line Items]
Average fixed rate						2.50%					2.38%
Number of derivative instruments held \| interestRateSwap								2
Notional Amount						$ 61,926,000	$ 0	$ 61,926,000
Fixed rate								2.47%
Collateral balances with counterparties outstanding						$ 0	$ 0
Interest rate swaps \| Cash Flow Hedging
Derivative [Line Items]
Number of derivative instruments held \| interestRateSwap								2
Interest rate swaption
Derivative [Line Items]
Notional Amount									$ 13,074,000
Fixed rate									2.32%
Commodity swap contracts
Derivative [Line Items]
Number of derivative instruments held \| commoditySwap						3	3
Minimum output (in MWh per year) \| MWh					34,554
Commodity swap contracts \| NextEra
Derivative [Line Items]
Average Contract Price (per MWh) \| uSDPerMegawatt-Hour			81.50
Number of additional commodity swaps \| commoditySwap				2
Derivative, term of contract (in years)			2 years	2 years
Commodity swap contracts \| Minimum \| NextEra
Derivative [Line Items]
Average Contract Price (per MWh) \| uSDPerMegawatt-Hour				65.50								35.75
Commodity swap contracts \| Maximum \| NextEra
Derivative [Line Items]
Average Contract Price (per MWh) \| uSDPerMegawatt-Hour				68.50								51.25

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2022	Mar. 27, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40272
Entity Registrant Name	OPAL FUELS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1578357
Entity Address, Address Line One	One North Lexington Avenue
Entity Address, Address Line Two	Suite 1450
Entity Address, City or Town	White Plains
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10601
City Area Code	914
Local Phone Number	705-4000
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	OPAL
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 158,981,279
Entity Central Index Key	0001842279
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		27,644,699
Class D common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		144,399,037

Business Combination

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization [Abstract]

Business Combination

On July 21, 2022, ArcLight filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which ArcLight was domesticated and continued as a Delaware corporation (the “Domestication”). Pursuant to the Domestication, (i) each outstanding Class B ordinary share, par value $0.0001 per share of ArcLight was automatically converted, on a one-for-one basis, into a Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”), of ArcLight; (ii) each issued and outstanding Class A ordinary share (including Class A ordinary shares resulting from the conversion of Class B ordinary shares into Class A ordinary shares) was automatically converted, on a one-for-one basis, into a share of the Company's Class A common stock, par value $0.0001 per share; (iii) each issued and outstanding whole warrant to purchase Class A ordinary shares of ArcLight automatically converted into a warrant to acquire one share of the Company's Class A common stock at an exercise price of $11.50 per share ("OPAL Warrant"); and (iv) each issued and outstanding unit of ArcLight that had not been previously separated into the underlying Class A ordinary shares of ArcLight and the underlying warrants of ArcLight upon the request of the holder thereof prior to the Domestication was cancelled and entitled the holder thereof to one share of the Company's Class A common stock and one-half of one OPAL Warrant.

In connection with consummation of the Business Combination, the events summarized below, among others, occurred:

•OPAL Fuels and its existing members caused OPAL Fuels’ existing limited liability company agreement to be amended and restated and in connection therewith, all of the common units of OPAL Fuels issued and outstanding immediately prior to the closing were re-classified into 144,399,037 Class B common units ( "Class B Units") of OPAL Fuels. The Company accounts for these Class B units as Redeemable non-controlling interests in its consolidated financial statements. Each Class B unit is paired with 1 non-economic share of Class D common stock issued by the Company.

• ArcLight (i) contributed to OPAL Fuels $138,850 in cash net of transaction expenses of $9,770, representing the sum of cash in the trust account after giving effect to the exercise of redemption rights by any Arclight shareholders plus the aggregate proceeds of the PIPE investment received and (ii) issued to OPAL Fuels 144,399,037 shares of Class D common stock of the Company, par value $0.0001 per share; (ii) issued 11,080,600 shares of the Company's Class A common stock to the PIPE investors at $10.0 per share, par value $0.0001 per share and (iii) issued 3,059,533 shares of the Company's Class A common stock to ARCC Beacon LLC ("Ares");

• OPAL Fuels issued 25,671,390 Class A Units of OPAL Fuels to the Company; and

• The Company contributed to OPAL Fuels, and OPAL Fuels in turn distributed to pre-closing members of OPAL Fuels, 144,399,037 shares of Class D common stock, par value $0.0001 per share (such shares of Class D common stock do not have any economic value but entitle the holder thereof to five votes per share).

Pursuant to a forward share purchase agreement (the “Forward Purchase Agreement”) entered into between ArcLight and Meteora and its affiliates (collectively, “Meteora”), prior to the closing of the Business Combination Meteora purchased 2,000,000 Class A common stock of ArcLight from shareholders who had previously tendered such shares for redemption but agreed to reverse their redemption and sell such shares to Meteora at the redemption price, resulting in Meteora holding a total of 2,000,000 Class A common stock, which Meteora agreed not to redeem in connection with the

Business Combination. Additionally, ArcLight placed $20,040 in escrow at the closing of the Business Combination to secure its purchase obligation to repurchase these 2,000,000 shares at Meteora’s option for a price of $10.02 per share on the date that is six months after closing of the Business Combination. The cash plus earned interest is recorded as Restricted cash - current in the Company's consolidated balance sheet as of December 31, 2022. The put option written to Meteora on 2,000,000 shares of Class A common stock is recorded as a liability under Topic 480 Distinguishing Liabilities from Equity with the change in the fair market value recognized in the statement of operations. As of December 31, 2022, Meteora sold 364,217 shares. Subsequent to the year end, the agreement terminated and the Company performed on its obligation to repurchase the 1,635,783 shares. Please see Note 19. Subsequent Events for additional information. The fair value of the put option for the remaining 1,635,783 as of December 31, 2022 was estimated at $4,466. For the year ended December 31, 2022, the Company recorded a gain of $134 as change in fair value of derivative instruments, net in its Consolidated Statement of Operations.

Pursuant to the terms of the Sponsor Letter Agreement entered into on December 2, 2021 among ArcLight, ArcLight CTC Holdings II, L.P. (“Sponsor”), OPAL Fuels and certain other persons concurrently with the execution of the Business Combination Agreement (the “Sponsor Letter Agreement”), the Sponsor agreed to subject 10% of its Class A common stock (received as a result of the conversion of its ArcLight Class B ordinary shares immediately prior to the closing) to vesting and forfeiture conditions relating to VWAP targets for the Company's Class A common stock sustained over a period of 60 months following the closing (“Sponsor Earnout Awards”). The Company accounted for the potential earnout shares as a liability at fair value with the change in the fair market value recognized in the statement of operations. The Sponsor Earnout Awards were classified as liability as their settlement terms contained certain variables that precluded them from being considered index to the Company's common stock under the "fixed-for-fixed" requirement per ASC 815 Derivatives and Hedging. The fair value of Sponsor Earnout Awards as of December 31, 2022 was estimated at $3,790. For the year ended December 31, 2022, the Company recorded a gain of $1,910 as change in fair value of derivative instruments, net in its consolidated statement of operations.

Effective immediately after the closing, and upon the date on which the Company's annual adjusted EBITDA for the calendar year 2023 exceeds $238,000, (i) the Company will issue to OPAL Fuels equity holders (the “Earnout Participants”) an aggregate of 5,000,000 shares of the Company's Class B common stock and Class D common stock and corresponding OPAL Fuels Common Units in accordance with the allocations set forth in the Business Combination Agreement. Additionally, upon the date on which the Company's annual adjusted EBITDA for the calendar year 2024 exceeds $446,000, (i) the Company will issue to the Earnout Participants an aggregate of 5,000,000 additional shares of the Company's Class B common stock and Class D common stock and corresponding OPAL Fuels Common Units in accordance with the allocations set forth in the Business Combination Agreement (“OPAL Earnout Awards”). OPAL Earnout Awards were classified as a liability under Topic 480 Distinguishing Liabilities from Equity because they are considered indexed to an obligation to repurchase shares by delivering cash or other assets as a result of certain settlement provisions. The fair value of OPAL Earnout Awards as of December 31, 2022 was estimated at $5,000. For the year ended December 31, 2022, the Company recorded a gain of $35,200 as change in fair value of derivative instruments,net in its consolidated statements of operations.

Upon the completion of the business combination, the Company assumed the Public Warrants and Private Warrants. In December 2022, the Company successfully converted all the outstanding Warrants and issued shares of Class A common stock. Please see Note 1, Description of Business, for additional information. As of December 31, 2022, there are no Warrants outstanding.

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of stockholders' equity for the year ended December 31, 2022:


Cash proceeds from Arclight, net of redemptions	$	17,775
Cash proceeds from PIPE investors	110,806
Cash in escrow account for the Forward Purchase Agreement	20,040
Less: transaction costs and under writing fees paid (1)	(9,771)
Cash acquired from Business Combination	138,850
Less: warrant liabilities	(13,524)
Less: earnout liabilities	(45,900)
Less: put option with Meteora	(4,600)
Less: Deferred financing costs recorded in additional paid-in-capital (2)	(6,467)
Net additional paid-in capital from Business Combination recorded in Stockholders' equity	$	68,359

(1) Includes $8,041 of Sponsor specific transaction costs paid at closing.

(2) Excludes $1,630 of transaction costs paid at closing and recorded on OPAL Fuels' consolidated balance sheet prior to closing.

The total number of shares of the Company's Class A common stock outstanding immediately following the closing of the Business Combination was 25,671,390, consisting of the following:


						Shares
Class A - Public stockholders						1,752,181
Class A - Sponsor shares (1)						7,779,076
Class A - PIPE investors						11,080,600
Class A - Forward Purchase Agreement						2,000,000
Class A - Ares						3,059,533
						25,671,390
Class D - Opal Fuels equity holders						144,399,037
Total shares issued upon closing of Business Combination						170,070,427

(1) Includes 763,908 Sponsor Earnout Awards subject to vesting and forfeiture conditions.

The Company incurred $8,097 in transaction costs relating to the Business Combination which were recorded as an offset to additional paid-in capital in the consolidated Statements of Changes in Redeemable preferred units and Stockholders' equity.

Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Dec. 23, 2022	Dec. 22, 2022	Dec. 31, 2022	Dec. 31, 2021	Nov. 18, 2022	Jul. 21, 2022
Debt Instrument [Line Items]
Common stock, par value (in dollars per share)					$ 0.0001	$ 0.0001
Number of shares per warrant (in shares)						1
Exercise price of warrant (in dollars per share)	$ 6.87	$ 6.80				$ 11.50
Decrease in exchange ratio					10.00%
Percentage of outstanding warrants	100.00%
Fair value of shares of Class A common stock issued	$ 25,920		$ 25,919	$ 0
Loss on warrant exchange		$ 3,368	$ 3,368	$ 0
Warrants
Debt Instrument [Line Items]
Number of shares per warrant (in shares)		0.225			0.250
Warrant Agreement
Debt Instrument [Line Items]
Number of shares per warrant (in shares)					0.225
Class A common stock
Debt Instrument [Line Items]
Common stock, par value (in dollars per share)			$ 0.0001
Common stock, shares issued (in shares)	497,080	3,309,296	29,477,766	0		25,671,390

Property, Plant, and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment, Net

Property, Plant, and Equipment, NetProperty, plant, and equipment, net, consisted of the following as of December 31, 2022 and December 31, 2021:


	December 31, 2022		December 31, 2021
Plant and equipment	$	201,655	$	161,387
CNG/RNG fueling stations	34,567		27,892
Construction in progress (1)	152,105		62,616
Buildings	2,585		2,544
Land	1,303		1,303
Service equipment	1,888		1,521
Leasehold improvements	815		815
Vehicles	313		407
Office furniture and equipment	307		302
Computer software	277		277
Vehicles - finance leases	1,236		—
Other	487		416
	397,538		259,480
Less: accumulated depreciation	(100,215)		(89,710)
Property, plant, and equipment, net	$	297,323	$	169,770

(1) Includes $3,081 of interest capitalized from our general borrowings for the year ended December 31, 2022 and $861 of interest capitalized on our Sunoma Loan for the year ended December 31, 2021.

As of December 31, 2022, there has been an increase in property, plant and equipment as a result of an increase in the construction of RNG generation facilities including, but not limited to Emerald, Sapphire, and Central Valley RNG dispensing facilities. The majority of these facilities, for which costs are in construction in progress as of December 31, 2022, are expected to be operational during the fourth quarter of 2023 and early 2024.

Depreciation expense on property, plant, and equipment for the years ended December 31, 2022 and December 31, 2021 was $11,892 and $9,501, respectively.

Reportable Segments and Geographic Information - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 segment
Segment Reporting [Abstract]
Number of operating segments	4
Number of reportable segments	4

Goodwill (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Goodwill

The following table summarizes the changes in goodwill, if any, by reporting segment from the beginning of the period to the end of the period:


	RNG Fuel		Fuel Station Services		Total
Balance at December 31, 2021	$	51,155	$	3,453	$	54,608
Balance at December 31, 2022	$	51,155	$	3,453	$	54,608

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Related Party Disclosures - Fees Upon Entering Into Management Services Agreement with Related Party (Details) - Affiliated Entity - Costar - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Expenses from related parties	$ 4,963	$ 10,953
Staffing, management services and office costs
Related Party Transaction [Line Items]
Expenses from related parties	2,758	8,393
IT services
Related Party Transaction [Line Items]
Expenses from related parties	2,205	1,497
Guarantee fees
Related Party Transaction [Line Items]
Expenses from related parties	0	431
Environmental processing fees
Related Party Transaction [Line Items]
Expenses from related parties	0	632
Office Space
Related Party Transaction [Line Items]
Expenses from related parties	$ 600	$ 378

Derivative Financial Instruments and Fair Value Measurements - Derivatives Fair Values on Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Derivatives, Fair Value [Line Items]
Derivative assets (liabilities)	$ 1,136	$ (992)
Swaption \| Derivatives designated as economic hedges:
Derivatives, Fair Value [Line Items]
Derivative assets	182	0
Interest rate swaps \| Derivatives designated as economic hedges:
Derivatives, Fair Value [Line Items]
Derivative liabilities	0	(992)
Interest rate swaps \| Derivatives designated as cash flow hedges:
Derivatives, Fair Value [Line Items]
Derivative assets	$ 954	$ 0

Income taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal income tax expense	$ 0	$ 0
State income tax expense	$ 0	$ 0
Effective tax rate	0.00%
Nonrecurring income	$ 1,000
Estimated lump-sum payment if change in control	$ 192,000
Discount rate	6.32%
Undiscounted liability	$ 322,000

Income taxes - Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Expected income tax at statutory rate	$ 6,884	$ 0
State income taxes, net of federal	184	0
Earnings attributable to non-controlling interest	(6,172)	0
Change in valuation allowance	(896)	0
Total tax expense	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income	$ 32,579	$ 40,769
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Income from equity method investments	(5,784)	(2,268)
Loss on exchange of Warrants	3,368	0
Depreciation and amortization	13,015	10,078
Amortization of deferred financing costs	1,943	1,085
Amortization of operating lease right-of-use assets	770	0
Amortization of PPA liability	0	(260)
Accretion expense related to asset retirement obligation	121	575
Stock-based compensation	1,469	639
Provision for bad debts	499	0
Paid-in-kind interest income	(286)	(406)
Change in fair value of Convertible Note Payable	413	3,300
Change in fair value of the earnout liabilities	(37,111)	0
Unrealized gain on derivative financial instruments	3,867	(645)
Gain on repayment of Note receivable	(1,943)	0
Gain on acquisition of equity method investment	0	(19,818)
Gain on deconsolidation of VIEs	0	(15,025)
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable	(6,191)	(2,944)
Accounts receivable, related party	(12,421)	0
Proceeds received on previously recorded paid-in-kind interest income	288	0
Fuel tax credits receivable	(1,751)	(117)
Capital spares	(418)	155
Parts inventory	(2,168)	(899)
Environmental credits held for sale	(1,288)	159
Prepaid expense and other current assets	(3,108)	(2,928)
Contract assets	(1,287)	(2,960)
Accounts payable	10,143	2,559
Accounts payable, related party	1,180	(1,413)
Fuel tax credits payable	1,342	33
Accrued payroll	127	4,864
Accrued expenses	3,237	(1,483)
Operating lease liabilities - current and non-current	(640)	0
Other current and non-current liabilities	452	699
Contract liabilities	(1,772)	5,107
Net cash (used in) provided by operating activities	(1,355)	18,856
Cash flows from investing activities:
Purchase of property, plant, and equipment	(131,410)	(89,646)
Cash acquired on acquisition of equity method investment	0	1,975
Deconsolidation of VIEs, net of cash	0	(21,208)
Cash paid for short term investments	(64,976)	0
Capitalized interest attributable to equity method investments	(597)	(1,570)
Purchase of Note receivable	0	(10,450)
Proceeds received from repayment of Note receivable	10,855	0
Distributions received from equity method investment	2,100	3,695
Net cash used in investing activities	(184,028)	(117,204)
Cash flows from financing activities:
Proceeds from Sunoma loan	4,593	15,679
Proceeds from OPAL Term Loan	40,000	75,000
Proceeds received from Business Combination	138,850	0
Financing costs paid to other third parties	(8,321)	(3,607)
Repayment of Senior Secured Credit Facility	(58,603)	(4,901)
Repayment of Senior Secured Credit Facility - working capital facility	0	(5,182)
Repayment of OPAL Term Loan	(18,910)	0
Repayment of Municipality loan	(202)	(194)
Repayment of Trustar Revolver Facility	0	(10,000)
Proceeds from sale of non-redeemable non-controlling interest, related party	23,143	38,218
Contributions from non-redeemable non-controlling interests, related party	0	21,165
Acquisition of non-controlling interest	0	(5,000)
Proceeds from issuance of redeemable preferred non-controlling interests, related party	100,000	0
Contributions from members	0	7,531
Distributions to members	0	(3,695)
Net cash provided by financing activities	220,550	125,014
Net increase in cash, restricted cash, and cash equivalents	35,167	26,666
Cash, restricted cash, and cash equivalents, beginning of period	42,054	15,388
Cash, restricted cash, and cash equivalents, end of period	77,221	42,054
Supplemental disclosure of cash flow information
Interest paid, net of $3,678 and $861 capitalized, respectively	7,013	4,339
Noncash investing and financing activities:
Issuance of Convertible Note Payable related to business acquisition, excluding paid-in-kind interest	0	55,410
Fair value of Class A common stock issued for redemption of Convertible Note Payable	30,595	0
Fair value of Class A common stock issued for redemption of Public and Private warrants	25,919	0
Fair value of Derivative warrant liabilities assumed related to Business Combination	13,524	0
Fair value of Earnout liabilities related to Business Combination	45,900	0
Fair value of put option on a forward purchase agreement related to Business Combination	4,600	0
Paid-in-kind dividend on redeemable preferred non-controlling interests	7,932	210
Right-of-use assets for finance leases as of January 1, 2022 included in Property, Plant and equipment, net	801	0
Lease liabilities for finance leases as of January 1, 2022 included in Accrued expenses and other current liabilities	316	0
Lease liabilities for finance leases as of January 1, 2022 included in Other long-term liabilities	485	0
Accrual for purchase of Property, plant and equipment included in Accounts payable and Accrued capital expenses	11,922	6,205
Accrual for deferred financing costs included in Accrued expenses and other current liabilities	$ 0	$ 1,379

Derivative Financial Instruments and Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments and Fair Value Measurements

Interest rate swaps

In connection with our entry into the Senior Secured Credit Facility, the Company entered into certain interest rate swap agreements. These transactions involved the exchange of fixed and floating rate interest payment obligations without the exchange of the underlying principal amounts. The average annual fixed rate ranged from 2.38% in 2020 to 2.50% in 2022. The Company has accounted for these instruments as economic hedges and has included changes in their fair market value in the consolidated statements of operations. The swaps expired in September 2022.

During August 2022, the Company entered into two interest rate swaps for the notional amount of $61,926 of OPAL Term Loan II at a fixed interest rate of 2.47% to hedge the SOFR-based floating interest rate. On August 16, 2022, the Company entered into a swaption for a notional amount of $13,074 with fixed rate of 2.32% with a maturity date of December 30, 2022. The maturity date was extended to March 30, 2023. The Company accounted for the swaption as an economic hedge and included the change in the fair market value in the consolidated statement of operations.

The two interest rate swaps were designated and qualified as cash flow hedges. The Company uses interest rate swaps for the management of interest rate risk exposure, as an interest rate swap effectively converts a portion of the Company’s debt from a floating to a fixed rate. The interest rate swap is an agreement between the Company and counterparties to pay, in the future, a fixed-rate payment in exchange for the counterparties paying the Company a variable payment. The amount of the net payment obligation is based on the notional amount of the interest rate swap and the prevailing market interest rates. The Company may terminate the interest rate swaps prior to their expiration dates, at which point a realized gain or loss may be recognized, or may be amortized over the original life of the interest rate swap if the hedged debt remains outstanding. The value of the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move against the rate fixed for each swap.

The Company records the fair value of the interest rate swap as an asset or liability on its consolidated balance sheet. The effective portion of the swap is recorded in Accumulated other comprehensive income. No portion of the cash flow hedges were ineffective during the year ended December 31, 2022. There are no amounts that would be released from the Other comprehensive income in the next twelve months.

The following table summarizes the interest rate swaps in place as of December 31, 2022 and December 31, 2021:


Interest rate swap detail					Notional Amount
Trade date	Fixed rate		Start date	End date	December 31, 2022		December 31, 2021

August 15, 2022	2.47	%	June 28, 2024	August 4, 2027	$	41,284	—
August 15, 2022	2.47	%	June 28, 2024	August 4, 2027	20,642		—
					$	61,926	$	—

The location and amounts of derivatives fair values in the consolidated balance sheets are:


	December 31, 2022		December 31, 2021		Location of Fair Value Recognized in Balance Sheet
Derivatives designated as economic hedges:
Current portion of swaption	$	182	$	—	Derivative financial assets, current portion
Current portion of interest swaps	—		(992)		Derivative financial liability, current portion
Derivatives designated as cash flow hedges:
Non current portion of the interest rate swaps	954		—		Derivative financial assets, non-current portion
	$	1,136	$	(992)

The effect of interest rate swaps on the consolidated statement of operations were as follows:


	Twelve Months Ended December 31,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2022		2021
Interest rate swaps	$	992	$	1,793
Swaption	182		—
Net periodic settlements - interest rate swaps	(676)		(1,694)
	$	498	$	99	Change in fair value of derivative instruments, net

The Company may be exposed to credit risk on any of the derivative financial instruments that are in an asset position. Credit risk relates to the risk of loss that the Company would incur because of nonperformance by counterparties pursuant to the terms of their contractual obligations. To mitigate this risk, management monitors counterparty credit exposure on an annual basis and enters into these arrangements with large financial institutions. The necessary credit adjustments have been reflected in the fair value of financial derivative instruments. There are no credit-risk-related contingent features that could be triggered in derivative financial instruments that are in a liability position.

The Company enters into interest rate swap contracts with counterparties that allow for net settlement of derivative assets and derivative liabilities. The Company has made an accounting policy election to offset recognized amounts relating to these interest swaps within the consolidated balance sheets.

The following table summarizes the fair value of interest rate swaps on the Company's consolidated balance sheets and the effect of netting arrangements and collateral on its financial position:


	Gross Amounts of Recognized Assets/(Liabilities)		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets/(Liabilities) in the Balance Sheet
Balance, December 31, 2022:
Interest rate swap asset	$	954	$	—	$	954
Swaption asset	182		—		182
	$	1,136	$	—	$	1,136
Balance, December 31, 2021:
Interest rate swap liability	$	(992)	$	—	$	(992)

There were no collateral balances with counterparties outstanding as of the period-end dates.

Commodity swap contracts

The Company utilizes commodity swap contracts to hedge against the unfavorable price fluctuations in market prices of electricity. The Company does not apply hedge accounting to these contracts. As such, unrealized and realized gain (loss) is recognized as a component of Renewable Power revenues in the consolidated statement of operations and Derivative financial asset — current and non-current in the consolidated balance sheets. These are considered to be Level 2 instruments in the fair value hierarchy. By using commodity swaps, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counter party to perform under the terms of the swap contract. When the fair value of the swap contract is positive, the counter party owes the Company creating a credit risk. The Company manages the credit risk by entering into contracts with financially sound counter parties. To mitigate this risk, management monitors counterparty credit exposure on an annual basis, and the necessary credit adjustments have been reflected in the fair value of financial derivative instruments. When the fair value of the swap contract is negative, the Company owes the counterparty creating a market risk that the market price is higher than the contract price resulting in the Company not participating in the opportunity to earn higher revenues.

In December 2018, the Company signed an amendment that converted an existing PPA into a commodity swap contract to allow the Company flexibility to sell the capacity separately and schedule the sale of electricity to independent third parties. Following the amendment, the Company agreed to net settle the contract in cash on a monthly basis based on the difference between the contract price and market price. The contract has a default minimum of 34,554 MWh per year. The commodity swap contract ended in September 2022 when the facility was shut down.

Additionally, the Company entered into an ISDA agreement with Mendocino Capital LLC (“NextEra”), a related party in November 2019. Pursuant to the agreement, the Company entered into swaps with contract prices ranging between $35.75 and $51.25 per MWh. The swaps expired in December 2022. Upon the expiry of these swaps, the Company entered into two additional commodity swaps in October 2022 for a period of two years with contract prices ranging between $65.50 and $68.50 per MWh. The swaps are expected to be settled by physical delivery on a monthly basis. The Company elected the normal purchase normal sale exclusion and will not apply fair value accounting under ASC 815, Derivatives and hedging. The Company will continue to assess its normal purchase and normal sale election on a quarterly basis.

The Company entered into a new commodity swap with NextEra in November 2022 for a period of two years at a contract price of $81.50 per MWh.

The following table summarizes the commodity swaps in place as of December 31, 2022 and December 31, 2021.


Trade Date	Period From	Period To	Notional Quantity per Year (“MWh”)	Average Contract Price (per MWh)
December 31, 2022

October 17, 2022	January 1, 2023	December 31, 2024	70,176	$	68.50
October 17, 2022	January 1, 2023	December 31, 2024	26,280	$	65.50
November 17, 2022	January 1, 2023	December 31, 2024	35,088	$	81.50

December 31, 2021
December 14, 2018	January 1, 2019	September 30, 2022	34,554	$	66.12
October 28, 2021	November 1, 2021	December 31, 2022	30,660	$	48.75
December 27, 2021	January 1, 2022	December 31, 2022	26,280	$	50.75

The following table summarizes the effect of commodity swaps on the consolidated statements of operations for the years ended December 31, 2022 and 2021:


Derivatives not designated as hedging instruments	Location of (loss) gain recognized	Twelve Months Ended December 31,
		2022		2021
Commodity swaps - realized loss	Revenues - Renewable power	$	(1,757)	$	(22)
Commodity swaps - unrealized gain (loss)	Revenues - Renewable power	(512)		(1,148)
Total realized and unrealized gain (loss)	Revenues - Renewable power	$	(2,269)	$	(1,170)

The following table summarizes the derivative assets and liabilities related to commodity swaps as of December 31, 2022 and December 31, 2021


	Fair Value				Location of Fair value recognized in Balance Sheet
	December 31, 2022		December 31, 2021
Derivatives designated as economic hedges
Current portion of unrealized gain on commodity swaps	$	—	$	382	Derivative financial asset, current portion
Current portion of unrealized loss on commodity swaps	(130)		—		Derivative financial liability, current portion

Other derivative liabilities

On July 21, 2022, the Company recorded derivative liabilities for the outstanding Public Warrants and Private Warrants, put option to Meteora, the Sponsor Earnout Awards and the OPAL Earnout Awards. Please see Note 3. Business Combination for additional information. The change in fair value on these derivative instruments in recorded as change in fair value of derivative instruments, net in the consolidated statement of operations for the year ended December 31, 2022.

The following table summarizes the effect of change in fair value of other derivative liabilities on the consolidated statements of operations for the years ended December 31, 2022 and 2021:


Derivative liability	Twelve Months Ended December 31,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2022		2021
Contingent liability payable to non-controlling interest	$	4,365	$	—
Put option to Meteora	134		—
Sponsor Earnout Awards	1,911		—
OPAL Earnout Awards	35,200		—
Public and Private Warrants	(9,027)		—
	$	32,583	$	—	Change in fair value of derivative instruments, net

Fair value measurements

The fair value of financial instruments, including long-term debt and derivative instruments is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties. The carrying amount of cash and cash equivalents, accounts receivable, net, and accounts payable and accrued expenses approximates fair value due to their short-term maturities.

The carrying value of the Company's long-term debt of $88,312 and $134,083 as of December 31, 2022 and December 31, 2021, respectively, represents the total amount to be repaid if the debt has to be discharged in full and therefore approximates its fair value.

The Company follows ASC 820, Fair Value Measurement, regarding fair value measurements which establishes a three-tier fair value hierarchy and prioritizes the inputs used in valuation techniques that measure fair value. These tiers include:

Level 1 — defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2 — defined as quoted prices for similar instruments in active market, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations for which all significant inputs are observable market data;

Level 3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of an input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

The Company's interest rate swap contracts are valued with pricing models commonly used by the financial services industry using discounted cash flows of forecast future swap settlements based on projected three-month SOFR rates. The Company does not consider these models to involve significant judgment on the part of management and corroborated the fair value measurements with counterparty valuations. The Company's interest rate swaps are classified within Level 2 of the valuation hierarchy based on the observable market rates used to determine its fair value. The Company does not expect to change its valuation techniques and therefore does not anticipate any transfers into or out of different levels of hierarchy. These interest rate swaps are accounted for as derivative financial instrument assets.

The Company values its energy commodity swap contracts based on the applicable geographical market energy forward curve. The forward curves are derived based on the quotes provided by New York Mercantile Exchange, Amerex Energy Services and Tradition Energy. The Company does not consider that the pricing index used involves significant judgement on the part of management. Therefore, the Company classifies these commodity swap contracts within Level 2 of the valuation hierarchy based on the observable market rates used to determine fair value.

The Company accounts for asset retirement obligations by recording the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the

The Company accounts for the Convertible Note Payable at fair value at each reporting period. As of December 31, 2022, the Company recorded the Convertible Note Payable at par plus accrued interest as it is payable on demand by either party and therefore represents fair value. The fair value as of December 31, 2021 is valued with a discounted cash flow analysis to estimate the present value of the cash outflows associated with the arrangement. A synthetic credit rating model is utilized to estimate the Company's credit rating based on the Company's financial condition and the Company's forecasts and plans with respect to debt service, which is then used as input to perform a comparable yield analysis with similarly rated companies to obtain an appropriate discount rate. Other significant inputs include the principal amount, the stated coupon rate, the maturity date of the note and the conversion multiple, all of which are directly observable from the contract. This estimate also requires assumptions and judgements regarding the probability and the timing of the event occurring that would lead to automatic conversion. Certain significant assumptions used to determine the fair value of the convertible note represent Level 3 inputs and can regularly change. As such, the fair value measurement of the convertible note is subject to changes in these unobservable inputs as of the measurement date. A significant increase (decrease) in the discount rate in isolation could result in a significantly lower (higher) fair value measurement. The Company estimated the fair value of the Convertible Note Payable as of December 31, 2021 based on discount rates ranging from 7.0% to 7.5%.

The Company accounted for its outstanding warrants by recording its fair value of a liability on the Closing Date of the Business Combination and recording the change in the fair value at the balance sheet date in the consolidated statement of operations. The Company redeemed the outstanding Private and Public Warrants by issuing 3,309,296 and 497,080 shares of Class A common stock in exchange for the 100% of the outstanding Warrants and recorded $25,920 as fair value of shares of Class A common stock issued based on the weighted average closing share price of $6.80 on December 22, 2022 and $6.87 on December 23, 2022, respectively. The Company recorded $3,368 as loss on exchange of warrants in its consolidated statement of operations for the year ended December 31, 2022.

The fair value of the Sponsor Earnout Awards as of December 31, 2022 was determined using a Monte Carlo valuation model with a distribution of potential outcomes on a daily basis over the five year post-close period. Assumptions used in the valuation are as follows:

• Current stock price — The Company's closing stock price of $7.28 as of December 31, 2022;

•Expected volatility —65% based on historical and implied volatilities of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards;

• Risk-free interest rate — 4.0% based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected 4.5 year term of the earnout period;

•Dividend yield - zero.

The fair value of the OPAL Earnout Awards as of December 31, 2022 was determined using a Monte Carlo valuation model with a distribution of potential outcomes for stock price and EBITDA over the 2-year period commencing on January 1, 2023 and ending on December 31, 2024.

The change in fair value of the OPAL Earnout Awards for the year ended December 31, 2022 resulted in a gain of $35,200 due to decrease in stock price and the EBITDA projections over the 2-year period. Assumptions used in the valuation are as follows:

• Current stock price — The Company's closing stock price of $7.28 as of December 31, 2022;

•Weighted average cost of capital - 16% based on an average of historical volatilities of selected industry peers deemed to be comparable to our business.

•Expected volatility —65% based on historical and implied volatilities of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards;

•Dividend yield - zero.

The fair value of the Company's put option with Meteora as of December 31, 2022 was determined using a Monte Carlo valuation model with a distribution of potential outcomes on a daily basis over the 6 month post-close period. Assumptions used in the valuation are as follows:

• Current stock price — The Company's closing stock price of $7.28 as of December 31, 2022;

•Expected volatility —65% based on historical and implied volatilities of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards;

•Dividend yield - zero.

The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of December 31, 2022 and December 31, 2021, set forth by level, within the fair value hierarchy:


	Fair value as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	6,256	$	6,256
Convertible Note Payable (1)	—		28,528		—		28,528
Put option with Meteora	—		—		4,466		4,466
Commodity swap contracts	—		130		—		130
Earnout liabilities	—		—		8,790		8,790
Assets:
Short term investments	64,976		—		—		64,976
Swaption	—		182		—		182
Interest rate swaps	$	—	$	954	$	—	$	954

(1) The fair value of Convertible Note Payable as of December 31, 2022, represents the outstanding principal and paid-in-kind interest. Therefore it did not have any unobservable inputs which required the Company to develop its own assumptions. The methodology for calculating the fair value has changed as of December 31, 2022 as the prepayment penalty was cancelled upon consummation of Business Combination. Therefore, the Convertible Note Payable has been transferred from Level 3 to Level 2.


	Fair value as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	5,738	$	5,738
Contingent consideration on acquisition of non-controlling interest (1)	—		—		4,456		4,456
Convertible Note Payable	—		—		58,710		58,710
Interest rate swap	—		992		—		992
Assets:
Commodity swap contracts	—		382		—		382

(1) During the third quarter of 2022, the Company determined that it is no longer required to pay the contingent consideration as the applicable criteria for payment are no longer met and the Company recognized a gain of $4,365 which was recorded as part of change in fair value of derivative instruments, net.

A summary of changes in the fair values of the Company’s Level 3 instruments, attributable to asset retirement obligations, for the year ended December 31, 2022 is included in Note 2.

Summary of Significant Accounting Policies.

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

^[1]

Current assets:

Cash and cash equivalents (includes $12,506 and $1,991 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)

$ 40,394

$ 39,314

Accounts receivable, net (includes $966 and $40 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)

31,083

25,391

Accounts receivable, related party

12,421

Restricted cash - current (includes $6,971 and $— at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)

32,402

Short term investments

64,976

Fuel tax credits receivable

4,144

2,393

Contract assets

9,771

8,484

Parts inventory

7,311

5,143

Environmental credits held for sale

1,674

386

Prepaid expense and other current assets (includes $415 and $113 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)

7,625

5,482

Derivative financial assets, current portion

182

382

Total current assets

211,983

86,975

Capital spares

3,443

3,025

Property, plant, and equipment, net (includes $73,140 and $27,794 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)

297,323

169,770

Operating leases, Right-of-use assets

11,744

Investment in other entities

51,765

47,150

Note receivable

9,200

Note receivable - variable fee component

1,942

1,656

Derivative financial assets, non-current portion

954

Deferred financing costs

3,013

2,370

Other long-term assets

1,489

489

Intangible assets, net

2,167

2,861

Restricted cash - non-current (includes $2,923 and $1,163 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)

4,425

2,740

Goodwill

54,608

Total assets

644,856

380,844

Current liabilities:

Accounts payable (includes $4,896 and $544 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)

22,679

12,581

Accounts payable, related party

1,346

166

Fuel tax credits payable

3,320

1,978

Accrued payroll

8,979

7,652

Accrued capital expenses (includes $7,821 and $1,722 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)

11,922

5,517

Accrued expenses and other current liabilities (includes $646 and $— at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)

9,573

7,220

Contract liabilities

8,013

9,785

OPAL Term Loan, current portion

27,732

13,425

Sunoma loan, current portion (includes $380 and $756 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)

380

756

Convertible Note Payable

28,528

Municipality loan

194

Derivative financial liability, current portion

4,596

992

Operating lease liabilities - current portion

630

Other current liabilities

1,085

374

Asset retirement obligation, current portion

1,296

831

Total current liabilities

152,905

142,116

Asset retirement obligation, non-current portion

4,960

4,907

OPAL Term Loan

66,600

59,090

Convertible Note Payable

58,710

Sunoma loan, net of debt issuance costs (includes $21,712 and $16,199 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)

21,712

16,199

Municipality loan

Lease liabilities - non-current portion, operating lease

11,245

Earn out liabilities

8,790

Other long-term liabilities

825

4,781

Total liabilities

267,037

285,887

Commitments and contingencies

Stockholders' (deficit) equity

Additional paid-in capital

Accumulated deficit

(800,813)

Accumulated other comprehensive income

195

Total Stockholders' (deficit) equity attributable to the Company

(800,601)

Non-redeemable non-controlling interests

26,445

1,188

Total Stockholders' (deficit) equity

(774,156)

1,202

Total liabilities, Redeemable preferred, Redeemable non-controlling interests and Stockholders' (deficit) equity

644,856

380,844

Senior Secured Credit Facility, term loan

Current liabilities:

Senior Secured Credit Facility - term loan, current portion, net of debt issuance costs

15,250

73,145

Senior Secured Credit Facility - working capital facility, current portion

15,250

73,145

Senior Secured Credit Facility, working capital facility

Current liabilities:

Senior Secured Credit Facility - term loan, current portion, net of debt issuance costs

7,500

Senior Secured Credit Facility - working capital facility, current portion

7,500

Redeemable preferred non-controlling interests

Current liabilities:

Redeemable non-controlling interests

138,142

30,210

Redeemable non-controlling interests

Current liabilities:

Redeemable non-controlling interests

1,013,833

63,545

Class A common stock

Stockholders' (deficit) equity

Common stock

Common Class B

Stockholders' (deficit) equity

Common stock

Common Class C

Stockholders' (deficit) equity

Common stock

Class D common stock

Stockholders' (deficit) equity

Common stock

$ 14

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Reportable Segments and Geographic Information - Total Assets (Details) - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Segment Reporting, Asset Reconciling Item [Line Items]

Total Assets:

$ 644,856

$ 380,844

^[1]

Equity Method Investment(s)

51,765

47,150

^[1]

$ 25,573

Operating Segments | Renewable Power

Segment Reporting, Asset Reconciling Item [Line Items]

Total Assets:

43,468

43,728

Operating Segments | RNG Fuel

Segment Reporting, Asset Reconciling Item [Line Items]

Total Assets:

376,933

215,512

Operating Segments | Fuel Station Services

Segment Reporting, Asset Reconciling Item [Line Items]

Total Assets:

90,486

56,567

Corporate and other

Segment Reporting, Asset Reconciling Item [Line Items]

Total Assets:

$ 82,204

$ 17,887

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies - Changes in the Asset Retirement Obligation (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]

Asset retirement obligation, beginning balance

$ 5,738

Addition

397

Accretion expense

121

$ 575

Asset retirement obligation, ending balance

6,256

5,738

Less: current portion

(1,296)

(831)

^[1]

Total asset retirement obligation, net of current portion

$ 4,960

$ 4,907

^[1]

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets with Definite Lives

Intangible assets, net, consisted of the following at December 31, 2022 and December 31, 2021:


	December 31, 2022
	Cost		Accumulated Amortization		Intangible Assets, Net		Weighted Average Amortization Period (Years)
Power purchase agreements	$	8,999	$	(7,488)	$	1,511	18.1
Transmission/distribution interconnection	1,600		(971)		629		15.1
CNG sales contract	807		(799)		8		10.0
Intellectual property	43		(24)		19		5.0
Total intangible assets	$	11,449	$	(9,282)	$	2,167


	December 31, 2021
	Cost		Accumulated Amortization		Intangible Assets, Net		Weighted Average Amortization Period (years)
Power purchase agreements	$	8,999	$	(6,986)	$	2,013	18.1
Transmission/distribution interconnection	1,600		(865)		735		15.1
CNG sales contract	807		(719)		88		10.0
Intellectual property	43		(18)		25		5.0
Total intangible assets	$	11,449	$	(8,588)	$	2,861

Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets

At December 31, 2022, estimated future amortization expense for intangible assets is as follows:


Fiscal year:
2023	548
2024	267
2025	267
2026	239
Thereafter	846
	$	2,167

Stock-based compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-based compensation

Stock-based compensation 2022 Omnibus Equity Incentive Plan

The Company adopted 2022 Omnibus Equity Incentive Plan (the "2022 Plan") in 2022 which was approved by our shareholders on July 21, 2022. The purposes of the 2022 Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and success of the Company, (ii) strengthen the commitment of such individuals to the Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. The 2022 Plan allows for granting of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The Company registered 19,811,726 shares of Class A common stock that can be issued under this Plan.

On October 4, 2022, the Company granted 428,902 restricted stock units for certain eligible employees and board of directors under the 2022 Plan. The aggregate fair value of the grant was $3,405 based on the closing share price of $7.94 on October 3, 2022. The shares will vest in full on October 3, 2023. The amortization of the above grants for the year ended December 31, 2022 is $830 which is included in the selling, general and administrative expenses in the consolidated statement of operations.

The following table shows the outstanding restricted stock units outstanding as of December 31, 2022:


	Restricted stock units	Weighted average fair value per restricted unit on grant date		Aggregate fair value		Vesting terms
Unvested restricted stock units outstanding as of December 31, 2021	—	$	—	$	—
Issued during 2022	428,902	7.94		3,405		100% vesting on October 3, 2023
Forfeitures during 2022	(6,553)	7.94		(52)
Unvested restricted stock units outstanding at December 31, 2022	422,349	$	7.94	$	3,353

Parent Equity Awards

During the years ended December 31, 2020 and 2019, Fortistar granted certain equity-based awards to certain employees of the Company in the form of residual equity interests (“Profit Interests”) in four wholly-owned subsidiaries of the Company. The Profit Interests do not have voting rights and shall participate in the income distributions when the subsidiaries achieve certain financial targets. These Profits Interests were restructured in December 2020, at which time they became based on a portion of Fortistar's indirect ownership in the Company, rather than in Fortistar's ownership interest in Company subsidiaries. The percentage of Profit Interests issued in the investment entities that were established to grant the incentive units ranged between 34%-37% in the four wholly-owned subsidiaries. These Profit Interests vest ratably over a period of five years from the grant date.

There were no new residual equity interest grants during the year ended December 31, 2022.

As of December 31, 2022, 66% of the Profit Interests issued vested and there were 34% of Profit Interests unvested. There were no forfeitures during the year ended December 31, 2022.

As of December 31, 2021, 46% of the Profit Interests issued vested and there were 54% of Profit Interests unvested.

The stock-based compensation expense for the above stock awards under the 2022 Plan as well as Parent Equity Awards is included in the selling, general and administrative expenses:


	Twelve Months Ended December 31,
	2022		2021
2022 Plan	$	830	$	—
Parent Equity Awards	639		639
	$	1,469	$	639

The future compensation to be recognized for the stock awards under 2022 Plan for the year ending December 31, 2023 is estimated to be $2,523.

The future compensation to be recognized for the Parent Equity Awards as of December 31, 2022 is $1,092 and will be recognized the remaining vesting period which ranges from one to three years.

Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Non-current borrowings	$ 88,312	$ 134,083
Sunoma Loan
Debt Instrument [Line Items]
Long-term debt, gross	23,000	17,524
Less: unamortized debt issuance costs	(908)	(569)
Less: current portion	(380)	(756)
Non-current borrowings	21,712	16,199
Convertible Note Payable
Debt Instrument [Line Items]
Long-term debt, gross	28,528	58,710
Less: current portion	(28,528)	0
Non-current borrowings	0	58,710
Municipality Loan
Debt Instrument [Line Items]
Long-term debt, gross	76	278
Less: current portion	(76)	(194)
Non-current borrowings	0	84
OPAL Term Loan \| OPAL Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	96,090	75,000
Less: unamortized debt issuance costs	(1,758)	(2,485)
Less: current portion	(27,732)	(13,425)
Non-current borrowings	66,600	59,090
OPAL Term Loan \| Senior Secured Credit Facility, term loan \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	15,250	73,869
Less: unamortized debt issuance costs	0	(724)
Less: current portion	(15,250)	(73,145)
Non-current borrowings	0	0
Letter of Credit \| Senior Secured Credit Facility, working capital facility \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	7,500	7,500
Less: current portion	(7,500)	(7,500)
Non-current borrowings	$ 0	$ 0

Property, Plant, and Equipment, Net - Summary of Property, Plant, and Equipment, Net (Details) - USD ($)
$ in Thousands

Dec. 31, 2022

Jan. 01, 2022

Dec. 31, 2021

Property, Plant and Equipment [Line Items]

Vehicles - finance leases

$ 1,236

$ 796

$ 0

Gross property, plant, equipment and finance leases

397,538

259,480

Less: accumulated depreciation

(100,215)

(89,710)

Property, plant, and equipment, net

297,323

169,770

^[1]

Plant and equipment

Property, Plant and Equipment [Line Items]

Property, plant and equipment, gross

201,655

161,387

CNG/RNG fueling stations

Property, Plant and Equipment [Line Items]

Property, plant and equipment, gross

34,567

27,892

Construction in progress (1)

Property, Plant and Equipment [Line Items]

Property, plant and equipment, gross

152,105

62,616

Buildings

Property, Plant and Equipment [Line Items]

Property, plant and equipment, gross

2,585

2,544

Land

Property, Plant and Equipment [Line Items]

Property, plant and equipment, gross

1,303

Service equipment

Property, Plant and Equipment [Line Items]

Property, plant and equipment, gross

1,888

1,521

Leasehold improvements

Property, Plant and Equipment [Line Items]

Property, plant and equipment, gross

815

Vehicles

Property, Plant and Equipment [Line Items]

Property, plant and equipment, gross

313

407

Office furniture and equipment

Property, Plant and Equipment [Line Items]

Property, plant and equipment, gross

307

302

Computer software

Property, Plant and Equipment [Line Items]

Property, plant and equipment, gross

277

Other

Property, Plant and Equipment [Line Items]

Property, plant and equipment, gross

$ 487

$ 416

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Investments in Other Entities - Summary of Equity Method Investments (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Schedule of Equity Method Investments [Line Items]

Current assets

$ 211,983

$ 86,975

^[1]

Current liabilities

152,905

142,116

^[1]

Total revenues

235,531

166,124

Net income

32,579

40,769

Net income from equity method investments

5,784

2,268

Equity Method Investment(s)

Schedule of Equity Method Investments [Line Items]

Current assets

14,563

21,342

Non-current assets

109,414

44,250

Current liabilities

6,765

4,235

Non-current liabilities

13,825

Members' equity

103,388

61,358

Total revenues

58,013

14,181

Gross profit

41,932

6,915

Net income

29,983

$ 5,276

GREP

Schedule of Equity Method Investments [Line Items]

Realized gain from commodity swap contracts

$ 32,796

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Reportable Segments and Geographic Information - Schedule of Net Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income:	$ 32,579	$ 40,769
Equity Method Investment(s)	5,784	2,268
Corporate
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income:	(19,246)	(23,103)
Renewable Power \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income:	(816)	(7,245)
RNG Fuel \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income:	38,250	61,700
Fuel Station Services \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income:	$ 8,607	$ 7,149

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 32,579	$ 40,769
Other comprehensive income:
Other comprehensive income attributable to equity method investment	334	0
Net unrealized gain on cash flow hedges	954	0
Net unrealized gain on cash flow hedges	1,288	0
Total comprehensive income	33,867	40,769
Less:
Net income attributable to Redeemable non-controlling interests	29,597	41,363
Other comprehensive income attributable to Redeemable non-controlling interests	1,093	0
Comprehensive loss attributable to non-redeemable non-controlling interests	(1,153)	(804)
Paid-in-kind preferred dividends	744	210
Comprehensive income attributable to Class A common stockholders	$ 3,586	$ 0

Business Combination - Cash Proceeds Reconciliation (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Jul. 21, 2022	Jul. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Reverse Recapitalization [Abstract]
Cash proceeds from Arclight, net of redemptions	$ 17,775
Cash proceeds from PIPE investors	110,806
Cash in escrow account for the Forward Purchase Agreement	20,040
Less: transaction costs and under writing fees paid	(9,771)	$ (9,700)
Cash acquired from Business Combination	138,850	$ 138,850	$ 138,850	$ 0
Less: warrant liabilities	(13,524)
Less: earnout liabilities	(45,900)
Less: put option with Meteora	(4,600)
Less: Deferred financing costs recorded in additional paid-in-capital (2)	(6,467)
Net additional paid-in capital from Business Combination recorded in Stockholders' equity	$ 68,359

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Tax Expense

The difference between the Company's effective tax rate for the year ended December 31, 2022, and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company's net U.S. and State deferred tax assets, income (loss) from pass-through entities not attributable to Class A common stock and state and local taxes.


	Twelve Months Ended December 31,
	2022		2021
Expected income tax at statutory rate	$	6,884	$	—

State income taxes, net of federal	184		—
Earnings attributable to non-controlling interest	(6,172)		—
Change in valuation allowance	(896)		—
Total tax expense	$	—	$	—

Components of Deferred Tax Assets and Liabilities

The components of the deferred tax assets and liabilities are as follows:


	Twelve Months Ended December 31,
	2022		2021
Deferred tax assets:
Investment in partnership	$	26,637	$	—
163j interest limitation	109		—
Federal NOL carryforward	3,094		—
State NOL carryforward	677		—
Total deferred tax assets	30,517		—

Valuation allowance for deferred tax assets	(30,517)		—
Deferred tax assets, net of valuation allowance	—		—
Deferred tax liabilities:
Total deferred tax liabilities	—		—
Net deferred income tax asset or liability	$	—	$	—

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity - Changes in Redeemable Preferred Units (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) shares
Series A-1 preferred units
Increase (Decrease) In Temporary Equity, Units [Roll Forward]
Beginning balance (in shares) \| shares	300,000
Ending balance (in shares) \| shares	300,000
Increase (Decrease) In Temporary Equity, Amount [Roll Forward]
Beginning balance	$ 30,210
Paid-in-kind dividends attributable to OPAL Fuels	2,347
Paid-in kind dividends attributable to Class A common stockholders	179
Ending balance	$ 32,736
Series A preferred units
Increase (Decrease) In Temporary Equity, Units [Roll Forward]
Beginning balance (in shares) \| shares	0
Series A units issued (in shares) \| shares	1,000,000
Ending balance (in shares) \| shares	1,000,000
Increase (Decrease) In Temporary Equity, Amount [Roll Forward]
Beginning balance	$ 0
Series A units issued by OPAL Fuels	100,000
Paid-in-kind dividends attributable to OPAL Fuels	4,841
Paid-in kind dividends attributable to Class A common stockholders	565
Ending balance	$ 105,406

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

On January 1, 2022 (the "Adoption Date"), the Company adopted ASC 842. Under the new lease standard, lessees are required to recognize a right-of-use asset and a lease liability for substantially all leases. The new lease standard will continue to classify leases as either financing or operating, with classification affecting the pattern of expense recognition. The accounting applied by a lessor under the new guidance will be substantially equivalent to current lease accounting guidance.

The following are the type of contracts that fall under ASC 842:

Lessor contracts

Fuel Provider agreements

Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned.

Additionally, the Company currently has two FPAs which have minimum volume requirements. The Company evaluated these two contracts under ASC 840 and classified them as operating leases. The Company elected not to reassess the lease classification on January 1, 2022 due to change in criteria under ASC 842 for these two FPAs. There were no amendments to one of the contracts after the Adoption Date.

However, one of the FPAs was amended on August 25, 2022. The amendment specifically changed the counter party to another affiliate of our customer and amended the rate for fuel dispensed amongst other things. The Company reassessed the contract under ASC 842 on August 25, 2022 and determined that the contract no longer is considered a lease under ASC 842 because the customer does not substantially get all the economic benefits of the use of the fuel station. This conclusion was reached because the Company retained the right to keep all the environmental attributes and monetize by selling them to a unrelated third party. Therefore, the Company included only the portion of revenue earned from this FPA from January 1, 2022 till August 25, 2022 as part of the lease revenue.

Power Purchase agreements

Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the Adoption Date.

The adoption of ASC 842 did not materially impact the revenue recognition for the above contracts. Included in RNG fuel revenues are $3,510 and $3561 related to the lease portion of the FPAs for the years ended December 31, 2022 and 2021, respectively. Included in Renewable Power revenues are $1,364 and $1,890 related to the lease element of the PPAs for the years ended December 31, 2022 and 2021, respectively.

Lessee contracts

Ground/Site leases

The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MS Digester ("MS") and VS Digester ("VS").

–As of the Adoption Date, the lease at Beacon facility is for 20 years at a monthly rent of $11,050.

–As of the Adoption Date, the lease term for MD and VS is for a period of 20 years from their commercial operation date at a quarterly rent of $125,000. As of the Adoption Date, the commercial operation date for MD and VS was expected to be December 31, 2022 and February 1, 2023, respectively. However, as of October 1,

2022, the commercial operation date for both projects was extended to February 1, 2024. The Company accounted the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of that date.

Office lease

The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March, 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The rent for the lease is $26 per month with a built in escalation to $27 from February 1, 2022 to February 1, 2023, $43 from February 1, 2023 - February 1, 2024, $45 from February 1 2024 - February 1, 2025 and $46 for the remaining lease term. The Company accounted the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of March 31, 2022.

The Company currently shares office space with Fortistar and reimburses Fortistar on a monthly basis at a predetermined rate. The Company determined that this is not a lease under ASC 842 as there is no identifiable asset and the Company does not have the right to control the use of the office space.

The Company determined that the 3 site leases and the one office lease as operating leases.

Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use

an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement.

Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its consolidated statement of operations for the years ended December 31, 2022 and 2021. The lease expense for the office lease is recorded as part Selling, general and administrative expenses in its consolidated statement of operations for the years ended December 31, 2022 and 2021.

Vehicle leases

The Company leases approximately 65 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset.

Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its statement of operations for the year ended December 31, 2022.

Adoption of ASC 842

The Company adopted ASC 842 on January 1, 2022, which resulted in the recognition of operating lease right-of-use assets of $13,590 and related lease liabilities for operating leases of $13,302 in Total Assets and Total Liabilities, respectively, on our consolidated balance sheet on January 1, 2022. The Company also recognized $796 of finance lease right-of-use assets and related f lease liabilities for finance leases of $766 in Total Assets and Total Liabilities, respectively, on our consolidated balance sheet on January 1, 2022.

The Company adopted ASC 842 using the adoption date transition method. Under this method, the Company will apply the guidance to each lease that had commenced as of the beginning of the reporting period in which the entity first

applies the leases standard (referred to as the “application date” or the “effective date” under this method) with a cumulative-effect adjustment as of that date. Prior comparative periods would be not be adjusted under this method. The Company will provide necessary disclosures for the comparative periods.

Determination of incremental borrowing rate

Under ASC 842, at lease commencement, a lessee must develop a discount rate to calculate the present value of the lease payments so that it can determine lease classification and measure the lease liability. When determining the discount rate to be used at lease commencement, a lessee must use the rate implicit in the lease unless that rate cannot be readily determined. When the rate implicit in the lease cannot be readily determined, the lessee should use its incremental borrowing rate. The incremental borrowing rate is the rate that reflects the interest a lessee would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment. The Company determined that its' lease contracts do not contain an implicit borrowing rate. Therefore, the Company arrived at the incremental borrowing rate by determining the Company's implied credit rating and interest rates on its current collateralized borrowings as of January 1, 2022. The Company then determined the incremental borrowing rate for each lease based on the remaining lease term on the specific lease. Based on the above methodology, the Company's incremental borrowing rates ranged from 2.3% to 5.4% for the lease contracts for which the Company recorded right-of-use assets and corresponding lease liabilities. The Company updated the incremental borrowing rate at the end of each reporting period and applied that rate to any new leases entered into in the applicable reporting period.

The Company calculated the net present value of the remaining lease payments as of January 1, 2022 for existing leases as of that date and recorded the right-of-use assets and corresponding liabilities on the Adoption Date. For the leases entered into during 2022, the Company recorded the right-of-use asset and lease liabilities in the reporting period the lease term began. Additionally, the Company recorded lease modifications on three leases where the lease term was extended.

Prior to January 1, 2022, the Company recognized lease expense in accordance with then-existing ASC 840. Because both ASC 842 and ASC 840 generally recognize operating lease expense as a single line expense on a straight-line basis over the term of the lease arrangement, there were no material differences between the timing and amount of lease expense recognized for the operating leases under the two accounting methodologies for the years ended December 31, 2022 and 2021.

However, the adoption of ASC 842 changed the expense recognition on finance leases by splitting the lease expense into its individual elements - amortization expense and interest expense. Although there was no material difference in the total expense recognized in its statement of operations for the years ended December 31, 2022 and 2021, the lease expense on finance leases for the year ended December 31, 2022 has been presented as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its consolidated statement of operations.

Lease Disclosures Under ASC 842

The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842.

Right-of-use assets and Lease liabilities as of December 31, 2022 and January 1, 2022 are as follows:


Description	Location in Balance Sheet	December 31, 2022		January 1, 2022 (1)
Assets:
Operating leases:
Site leases (2)	Right-of-use assets	$	10,338	$	13,242
Office lease (3)	Right-of-use assets	1,406		348
		11,744		13,590
Finance leases:
Vehicle leases (4)	Property, plant and equipment, net	1,236		796
		12,980		14,386
Liabilities:
Sites leases	Lease liabilities - current portion	181		86
Office lease	Lease liabilities - current portion	449		294
Vehicle leases	Accrued expenses and other current liabilities	449		308
		1,079		688

Sites leases	Lease liabilities - non-current portion	10,135		12,895
Office lease	Lease liabilities - non-current portion	1,110		28
Vehicle leases	Other long-term liabilities	825		458
		$	12,070	$	13,381

(1) The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 2.30% to 5.40%.

(2) The Company recorded lease modifications on two of site leases on October 1, 2022 where the lease term was extended and reduced the right-of-use asset and the corresponding lease liabilities by $2,550 as the incremental borrowing rates increased in the fourth quarter of 2022 when the lease modification was recorded.

(3) The Company exercised its option to extend the lease in March 2022 which the Company recorded as a lease modification. The Company increased the right-of-use asset and the corresponding lease liability by $1,829.

(4) The Company entered into multiple vehicle leases during 2022 which were recorded as new leases at the beginning of the lease term. The Company recorded an aggregate of $903 right-of-use assets and corresponding lease liabilities.

The table below presents components of the Company's lease expense for the year ended December 31, 2022:

Description

Location in Statement of Operations

Amount (1)

Operating lease expense for site leases

Cost of sales - RNG Fuel

1,044

Operating lease expense for office lease

Selling, general, administrative expenses

484

Amortization of right-of-use assets - finance leases

Depreciation, amortization and accretion expense

429

Interest expense on lease liabilities - finance leases

Interest and financing expense, net

2,002

(1) The Company does not have material short term lease expense for the year ended December 31, 2022

The Company did not enter into any operating leases greater than 12 months for the year ended December 31, 2022.


Weighted average remaining lease term (years)	December 31, 2022
Operating leases	18.6 years
Financing leases	3.0 years
Weighted average discount rate
Operating leases	7.87	%
Financing leases	5.82	%

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of December 31, 2022:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	1,044		$	505		$	510		$	2,059
2024	1,044			540			419			2,003
2025	1,044			562			312			1,918
2026	1,044			47			156			1,247
2027 and beyond	17,913			—						17,913
	22,089			1,654			1,397			25,140

Present value of lease liability	10,316			1,559			1,274			13,149

Lease liabilities - current portion	181			449			449			1,079
Lease liabilities - non-current portion	10,135			1,110			825			12,070
Total lease liabilities	$	10,316		$	1,559		$	1,274		$	13,149

Discount based on incremental borrowing rate	$	11,773		$	95		$	123		$	11,991

The office rent expense for the year ended December 31, 2021 was $1,098.

Leases

The following are the type of contracts that fall under ASC 842:

Lessor contracts

Fuel Provider agreements

Power Purchase agreements

Lessee contracts

Ground/Site leases

–As of the Adoption Date, the lease at Beacon facility is for 20 years at a monthly rent of $11,050.

Office lease

The Company determined that the 3 site leases and the one office lease as operating leases.

an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement.

Vehicle leases

Adoption of ASC 842

Determination of incremental borrowing rate

Lease Disclosures Under ASC 842

Right-of-use assets and Lease liabilities as of December 31, 2022 and January 1, 2022 are as follows:


Description	Location in Balance Sheet	December 31, 2022		January 1, 2022 (1)
Assets:
Operating leases:
Site leases (2)	Right-of-use assets	$	10,338	$	13,242
Office lease (3)	Right-of-use assets	1,406		348
		11,744		13,590
Finance leases:
Vehicle leases (4)	Property, plant and equipment, net	1,236		796
		12,980		14,386
Liabilities:
Sites leases	Lease liabilities - current portion	181		86
Office lease	Lease liabilities - current portion	449		294
Vehicle leases	Accrued expenses and other current liabilities	449		308
		1,079		688

Sites leases	Lease liabilities - non-current portion	10,135		12,895
Office lease	Lease liabilities - non-current portion	1,110		28
Vehicle leases	Other long-term liabilities	825		458
		$	12,070	$	13,381

The table below presents components of the Company's lease expense for the year ended December 31, 2022:

Description

Location in Statement of Operations

Amount (1)

Operating lease expense for site leases

Cost of sales - RNG Fuel

1,044

Operating lease expense for office lease

Selling, general, administrative expenses

484

Amortization of right-of-use assets - finance leases

Depreciation, amortization and accretion expense

429

Interest expense on lease liabilities - finance leases

Interest and financing expense, net

2,002

(1) The Company does not have material short term lease expense for the year ended December 31, 2022

The Company did not enter into any operating leases greater than 12 months for the year ended December 31, 2022.


Weighted average remaining lease term (years)	December 31, 2022
Operating leases	18.6 years
Financing leases	3.0 years
Weighted average discount rate
Operating leases	7.87	%
Financing leases	5.82	%

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of December 31, 2022:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	1,044		$	505		$	510		$	2,059
2024	1,044			540			419			2,003
2025	1,044			562			312			1,918
2026	1,044			47			156			1,247
2027 and beyond	17,913			—						17,913
	22,089			1,654			1,397			25,140

Present value of lease liability	10,316			1,559			1,274			13,149

Lease liabilities - current portion	181			449			449			1,079
Lease liabilities - non-current portion	10,135			1,110			825			12,070
Total lease liabilities	$	10,316		$	1,559		$	1,274		$	13,149

Discount based on incremental borrowing rate	$	11,773		$	95		$	123		$	11,991

The office rent expense for the year ended December 31, 2021 was $1,098.

Leases

The following are the type of contracts that fall under ASC 842:

Lessor contracts

Fuel Provider agreements

Power Purchase agreements

Lessee contracts

Ground/Site leases

–As of the Adoption Date, the lease at Beacon facility is for 20 years at a monthly rent of $11,050.

Office lease

The Company determined that the 3 site leases and the one office lease as operating leases.

an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement.

Vehicle leases

Adoption of ASC 842

Determination of incremental borrowing rate

Lease Disclosures Under ASC 842

Right-of-use assets and Lease liabilities as of December 31, 2022 and January 1, 2022 are as follows:


Description	Location in Balance Sheet	December 31, 2022		January 1, 2022 (1)
Assets:
Operating leases:
Site leases (2)	Right-of-use assets	$	10,338	$	13,242
Office lease (3)	Right-of-use assets	1,406		348
		11,744		13,590
Finance leases:
Vehicle leases (4)	Property, plant and equipment, net	1,236		796
		12,980		14,386
Liabilities:
Sites leases	Lease liabilities - current portion	181		86
Office lease	Lease liabilities - current portion	449		294
Vehicle leases	Accrued expenses and other current liabilities	449		308
		1,079		688

Sites leases	Lease liabilities - non-current portion	10,135		12,895
Office lease	Lease liabilities - non-current portion	1,110		28
Vehicle leases	Other long-term liabilities	825		458
		$	12,070	$	13,381

The table below presents components of the Company's lease expense for the year ended December 31, 2022:

Description

Location in Statement of Operations

Amount (1)

Operating lease expense for site leases

Cost of sales - RNG Fuel

1,044

Operating lease expense for office lease

Selling, general, administrative expenses

484

Amortization of right-of-use assets - finance leases

Depreciation, amortization and accretion expense

429

Interest expense on lease liabilities - finance leases

Interest and financing expense, net

2,002

(1) The Company does not have material short term lease expense for the year ended December 31, 2022

The Company did not enter into any operating leases greater than 12 months for the year ended December 31, 2022.


Weighted average remaining lease term (years)	December 31, 2022
Operating leases	18.6 years
Financing leases	3.0 years
Weighted average discount rate
Operating leases	7.87	%
Financing leases	5.82	%

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of December 31, 2022:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	1,044		$	505		$	510		$	2,059
2024	1,044			540			419			2,003
2025	1,044			562			312			1,918
2026	1,044			47			156			1,247
2027 and beyond	17,913			—						17,913
	22,089			1,654			1,397			25,140

Present value of lease liability	10,316			1,559			1,274			13,149

Lease liabilities - current portion	181			449			449			1,079
Lease liabilities - non-current portion	10,135			1,110			825			12,070
Total lease liabilities	$	10,316		$	1,559		$	1,274		$	13,149

Discount based on incremental borrowing rate	$	11,773		$	95		$	123		$	11,991

The office rent expense for the year ended December 31, 2021 was $1,098.

Borrowings (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Borrowings

The following table summarizes the borrowings under the various debt facilities as of December 31, 2022 and December 31, 2021:


	December 31, 2022		December 31, 2021
Senior Secured Credit Facility, term loan	$	15,250	$	73,869
Less: unamortized debt issuance costs	—		(724)
Less: current portion	(15,250)		(73,145)
Senior Secured Credit Facility, term loan, net of debt issuance costs	—		—
Senior Secured Credit Facility, working capital facility	7,500		7,500
Less: current portion	(7,500)		(7,500)
Senior Secured Credit Facility, working capital facility	—		—
OPAL Term Loan	96,090		75,000
Less: unamortized debt issuance costs	(1,758)		(2,485)
Less: current portion	(27,732)		(13,425)
OPAL Term Loan, net of debt issuance costs	66,600		59,090
Sunoma Loan	23,000		17,524
Less: unamortized debt issuance costs	(908)		(569)
Less: current portion	(380)		(756)
Sunoma Loan, net of debt issuance costs	21,712		16,199
Convertible Note Payable	28,528		58,710
Less: current portion	(28,528)		—
Convertible Note Payable	—		58,710
Municipality Loan	76		278
Less: current portion	(76)		(194)
Municipality Loan	—		84
Non-current borrowings total	$	88,312	$	134,083

Schedule of Principal Maturities of Debt

As of December 31, 2022, principal maturities of debt are expected as follows, excluding any undrawn debt facilities as of the date of the consolidated balance sheet:


	Senior Secured Credit Facility		OPAL Term Loan		Sunoma Loan		Convertible Note Payable (1)		Municipality Loan		Total
Fiscal year:
2023	22,750		27,732		380		28,528		76		79,466
2024	—		27,732		1,608		—		—		29,340
2025	—		40,626		1,743		—		—		42,369
2026	—		—		1,883				—		1,883
2027	—		—		17,386		—		—		17,386
	$	22,750	$	96,090	$	23,000	$	28,528	$	76	$	170,444

(1) The Convertible Note Payable is redeemable on demand at the option of the Company or the lender.

Schedule of Interest Expense on Borrowings

The following table summarizes the Company's total interest expense for the year ended December 31, 2022 and 2021:


	Twelve Months Ended December 31,
	2022		2021
Senior Secured Credit Facility	$	3,779	$	2,778
Municipality loan	7		10
TruStar revolver credit facility	—		111
Convertible Note Payable mark-to-market (1)	413		3,300
Sunoma Loan(2)	1,810		—
OPAL Term Loan (3)	894		617
Commitment fees and other finance fees	1,027		835
Interest expense on finance leases	45		—
Amortization of deferred financing cost	1,943		1,085
Interest income	(3,278)		(1,269)
Total interest expense	$	6,640	$	7,467

(1) The mark-to-market on the Convertible Note Payable is inclusive of fair value change in the Convertible Note due to cancellation of prepayment penalty post Business Combination of ( $2,906).

(2) The interest on Sunoma Loan was capitalized during the construction phase of the RNG facility. Sunoma became operational in December 2021. Therefore, the interest for the year ended December 31, 2022 has been expensed.

(3) Excludes $3,678 and $861 of interest capitalized and recorded as part of Property, plant and equipment, net for the years ended December 31, 2022 and 2021.

Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 23, 2023 USD ($) shares	Jul. 21, 2022 USD ($) vote $ / shares shares	Jul. 20, 2022 shares	Jul. 31, 2022 USD ($) $ / shares shares	Mar. 28, 2023 shares	Dec. 31, 2022 USD ($) vote $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 23, 2022 $ / shares	Dec. 22, 2022 $ / shares shares	Nov. 18, 2022 $ / shares
Reverse Recapitalization [Line Items]
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001								$ 0.0001
Number of shares per warrant (in shares)		1
Exercise price of warrant (in dollars per share) \| $ / shares		$ 11.50						$ 6.87	$ 6.80
Proceeds received from Business Combination \| $		$ 138,850		$ 138,850		$ 138,850	$ 0
Transaction costs \| $		$ 9,771		$ 9,700
Stock issued (in shares)						1,000,000	0
Common stock, shares outstanding (in shares)		170,070,427	25,671,390
Contingent consideration (in shares)		10,000,000
Warrants outstanding (in shares)									0
Sponsor specific transaction costs \| $		$ 8,041
Transaction costs excluded paid at closing \| $		1,630
Transaction expenses \| $		$ 8,097
Public Warrants
Reverse Recapitalization [Line Items]
Warrants outstanding (in shares)						0
Private Warrants
Reverse Recapitalization [Line Items]
Warrants outstanding (in shares)						0
Forward Purchase Agreement
Reverse Recapitalization [Line Items]
Contingent consideration (in shares)						1,635,783
Contingent consideration liability \| $						$ 4,466
Gain on change in fair value of derivative instruments \| $						134
Sponsor Letter Agreement
Reverse Recapitalization [Line Items]
Contingent consideration (in shares)		763,908
Contingent consideration liability \| $						3,790
Gain on change in fair value of derivative instruments \| $						1,910
Percentage of common stock subject to vesting and forfeiture conditions		10.00%
Common stock subject to vesting and forfeiture conditions, period		60 months
OPAL Earnout Awards
Reverse Recapitalization [Line Items]
Contingent consideration liability \| $						5,000
Gain on change in fair value of derivative instruments \| $						$ 35,200
Block 1 Opal Earnout Shares
Reverse Recapitalization [Line Items]
Contingent consideration (in shares)		5,000,000
EBITDA trigger \| $		$ 238,000
Block 2 Opal Earnout Shares
Reverse Recapitalization [Line Items]
Contingent consideration (in shares)		5,000,000
EBITDA trigger \| $		$ 446,000
PIPE Investors
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)			11,080,600
Ares
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)			3,059,533
Opal Fuels Stockholders
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		144,399,037
Meteora \| Forward Purchase Agreement
Reverse Recapitalization [Line Items]
Contingent consideration, escrow \| $		$ 20,040
Contingent consideration (in shares)		2,000,000
Contingent consideration, price (in dollars per share) \| $ / shares		$ 10.02
Contingent consideration period		6 months
Contingent consideration shares sold (in shares)						364,217
Meteora \| Forward Purchase Agreement \| Subsequent Event
Reverse Recapitalization [Line Items]
Contingent consideration, escrow \| $	$ 16,849
Contingent consideration (in shares)					1,635,783
Class D common stock
Reverse Recapitalization [Line Items]
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001				$ 0.0001
Common stock conversion rate						1
Common stock, number of votes per share \| vote		5				5
Common stock, shares outstanding (in shares)		144,399,037				144,399,037	144,399,037
Class D common stock \| Opal Fuels
Reverse Recapitalization [Line Items]
Stock issued (in shares)		144,399,037
Class D common stock \| Opal Fuels Stockholders
Reverse Recapitalization [Line Items]
Stock issued (in shares)		144,399,037
Class A common stock
Reverse Recapitalization [Line Items]
Common stock, par value (in dollars per share) \| $ / shares						$ 0.0001
Common stock, number of votes per share \| vote						1
Common stock, shares outstanding (in shares)		25,671,390				29,477,766	0
Class A common stock \| PIPE Investors
Reverse Recapitalization [Line Items]
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Stock issued (in shares)		11,080,600		2,500,000
Sales price (in dollars per share) \| $ / shares		$ 10.0		$ 10.0
Class A common stock \| Ares
Reverse Recapitalization [Line Items]
Stock issued (in shares)		3,059,533
Class A common stock \| Meteora \| Forward Purchase Agreement
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)			2,000,000
ArcLight Class A Common Stock \| Meteora \| Forward Purchase Agreement
Reverse Recapitalization [Line Items]
Stock issued (in shares)			2,000,000
ArcLight Class A Common Stock \| Meteora \| Forward Purchase Agreement \| Subsequent Event
Reverse Recapitalization [Line Items]
Stock issued (in shares)	1,635,783
ArcLight Clean Transition Corp II ("Arclight")
Reverse Recapitalization [Line Items]
Transaction costs \| $		$ 9,770
ArcLight Clean Transition Corp II ("Arclight") \| Class B Ordinary Share
Reverse Recapitalization [Line Items]
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Common stock conversion rate		1
ArcLight Clean Transition Corp II ("Arclight") \| Class A Ordinary Share
Reverse Recapitalization [Line Items]
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Common stock conversion rate		1
Opal Fuels \| Class B Ordinary Share
Reverse Recapitalization [Line Items]
Stock issued (in shares)		144,399,037
Opal Fuels \| Class A common stock
Reverse Recapitalization [Line Items]
Stock issued (in shares)		25,671,390

Reportable Segments and Geographic Information - Schedule of Total Revenues by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenues:
Total revenues	$ 235,531	$ 166,124
Equity Method Investment(s)
Revenues:
Total revenues	58,013	14,181
Other
Revenues:
Total revenues	131	129
Intersegment
Revenues:
Total revenues	(13,435)	(8,066)
Renewable Power
Revenues:
Total revenues	39,461	45,324
Renewable Power \| Operating Segments
Revenues:
Total revenues	41,713	47,317
RNG Fuel
Revenues:
Total revenues	126,830	70,360
RNG Fuel \| Operating Segments
Revenues:
Total revenues	194,369	90,482
Fuel Station Services
Revenues:
Total revenues	69,240	50,440
Fuel Station Services \| Operating Segments
Revenues:
Total revenues	$ 70,766	$ 50,443

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Derivative Financial Instruments and Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Asset retirement obligation		$ 6,256	$ 5,738
Assets:
Change in fair value of derivative instruments, net	$ 4,365	33,081	99
Fair Value, Recurring
Liabilities:
Asset retirement obligation		6,256	5,738
Contingent consideration on acquisition of non-controlling interest (1)			4,456
Convertible Note Payable (1)		28,528	58,710
Earnout liabilities		8,790
Assets:
Investments, Fair Value Disclosure		64,976
Fair Value, Recurring \| Put option with Meteora
Liabilities:
Derivative liabilities		4,466
Fair Value, Recurring \| Commodity swap contracts
Liabilities:
Derivative liabilities		130
Assets:
Derivative assets			382
Fair Value, Recurring \| Interest rate swaps
Liabilities:
Derivative liabilities			992
Assets:
Derivative assets		954
Fair Value, Recurring \| Swaption asset
Assets:
Derivative assets		182
Fair Value, Recurring \| Level 1
Liabilities:
Asset retirement obligation		0	0
Contingent consideration on acquisition of non-controlling interest (1)			0
Convertible Note Payable (1)		0	0
Earnout liabilities		0
Assets:
Investments, Fair Value Disclosure		64,976
Fair Value, Recurring \| Level 1 \| Put option with Meteora
Liabilities:
Derivative liabilities		0
Fair Value, Recurring \| Level 1 \| Commodity swap contracts
Liabilities:
Derivative liabilities		0
Assets:
Derivative assets			0
Fair Value, Recurring \| Level 1 \| Interest rate swaps
Liabilities:
Derivative liabilities			0
Assets:
Derivative assets		0
Fair Value, Recurring \| Level 1 \| Swaption asset
Assets:
Derivative assets		0
Fair Value, Recurring \| Level 2
Liabilities:
Asset retirement obligation		0	0
Contingent consideration on acquisition of non-controlling interest (1)			0
Convertible Note Payable (1)		28,528	0
Earnout liabilities		0
Assets:
Investments, Fair Value Disclosure		0
Fair Value, Recurring \| Level 2 \| Put option with Meteora
Liabilities:
Derivative liabilities		0
Fair Value, Recurring \| Level 2 \| Commodity swap contracts
Liabilities:
Derivative liabilities		130
Assets:
Derivative assets			382
Fair Value, Recurring \| Level 2 \| Interest rate swaps
Liabilities:
Derivative liabilities			992
Assets:
Derivative assets		954
Fair Value, Recurring \| Level 2 \| Swaption asset
Assets:
Derivative assets		182
Fair Value, Recurring \| Level 3
Liabilities:
Asset retirement obligation		6,256	5,738
Contingent consideration on acquisition of non-controlling interest (1)			4,456
Convertible Note Payable (1)		0	58,710
Earnout liabilities		8,790
Assets:
Investments, Fair Value Disclosure		0
Fair Value, Recurring \| Level 3 \| Put option with Meteora
Liabilities:
Derivative liabilities		4,466
Fair Value, Recurring \| Level 3 \| Commodity swap contracts
Liabilities:
Derivative liabilities		0
Assets:
Derivative assets			0
Fair Value, Recurring \| Level 3 \| Interest rate swaps
Liabilities:
Derivative liabilities			$ 0
Assets:
Derivative assets		0
Fair Value, Recurring \| Level 3 \| Swaption asset
Assets:
Derivative assets		$ 0

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)
$ in Thousands

Total

Previously Reported

Revision of Prior Period, Adjustment

Class A common stock

Class D common stock

Redeemable Preferred non-controlling interests

Revision of Prior Period, Adjustment

Redeemable non-controlling interests

Revision of Prior Period, Adjustment

Legacy Common Units

Previously Reported

Legacy Common Units

Revision of Prior Period, Adjustment

Common stock

Class A common stock

Common stock

Class A common stock

Previously Reported

Common stock

Class A common stock

Revision of Prior Period, Adjustment

Common stock

Class D common stock

Common stock

Class D common stock

Previously Reported

Common stock

Class D common stock

Revision of Prior Period, Adjustment

Additional paid-in capital

Previously Reported

Additional paid-in capital

Revision of Prior Period, Adjustment

Accumulated deficit

Previously Reported

Accumulated deficit

Revision of Prior Period, Adjustment

Other comprehensive income

Previously Reported

Other comprehensive income

Revision of Prior Period, Adjustment

Non-redeemable non-controlling interests

Previously Reported

Non-redeemable non-controlling interests

Revision of Prior Period, Adjustment

Beginning balance at Dec. 31, 2020

$ 0

$ 23,760

Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract]

Net (loss) income

41,573

Issuance of non-redeemable noncontrolling interest

3,158

Issuance of Redeemable preferred non-controlling interest

30,000

(87)

Acquisition of non-controlling interest

(9,124)

Contributions from redeemable non-controlling interests

7,531

Paid-in-kind preferred dividend

210

(210)

Distributions to redeemable non-controlling interests

(3,695)

Stock-based compensation

639

Ending balance at Dec. 31, 2021

^[1]

30,210

63,545

Beginning balance (in shares) at Dec. 31, 2020

986

(986)

142,377,450

Beginning balance at Dec. 31, 2020

$ 6,699

$ 30,459

$ (23,760)

$ 0

$ 49,170

$ (49,170)

$ 0

$ 14

$ 0

$ 14

$ 0

$ (25,396)

$ 25,396

$ 0

$ 6,685

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net (loss) income

(804)

Issuance of non-redeemable noncontrolling interest

56,231

Issuance of Redeemable preferred non-controlling interest (in shares)

2,021,587

Issuance of Redeemable preferred non-controlling interest

(29,913)

Acquisition of non-controlling interest

(332)

Deconsolidation of entities

(30,679)

Paid-in-kind preferred dividend

(210)

Ending balance (in shares) at Dec. 31, 2021

144,399,037

Ending balance at Dec. 31, 2021

1,202

^[1]

$ 0

$ 14

1,188

Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract]

Net (loss) income

29,597

Unrealized gain on cash flow hedges

1,093

Issuance of non-redeemable noncontrolling interest

(132)

Issuance of Redeemable preferred non-controlling interest

100,000

(267)

Paid-in-kind preferred dividend

7,932

(7,188)

Amortization on payment to acquire non-redeemable non-controlling interest

(183)

Stock-based compensation

1,299

Conversion of Private and Public Warrants

18,061

Change in redemption value of Redeemable non-controlling interests

908,008

Ending balance at Dec. 31, 2022

$ 138,142

$ 1,013,833

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net (loss) income

2,982

4,135

(1,153)

Unrealized gain on cash flow hedges

195

Issuance of common stock from the reverse recapitalization and PIPE Investments, net of warrant liability, put option and earnout liability (in shares)

22,611,857

Issuance of common stock from the reverse recapitalization and PIPE Investments, net of warrant liability, put option and earnout liability

68,359

$ 2

68,357

Conversion of Convertible note payable to common shares (in shares)

3,059,533

Conversion of Convertible Note Payable to common shares

30,595

Conversion of Private and Public Warrants (in shares)

3,806,376

Conversion of Private and Public Warrants

7,859

$ 1

7,858

Change in redemption value of Redeemable non-controlling interests

(908,008)

(103,804)

(804,204)

Issuance of non-redeemable noncontrolling interest

23,234

(3,176)

26,410

Stock-based compensation

170

Paid-in-kind preferred dividend

(744)

Ending balance (in shares) at Dec. 31, 2022

29,477,766

144,399,037

29,477,766

144,399,037

Ending balance at Dec. 31, 2022

$ (774,156)

$ 0

$ 3

$ 14

$ 0

$ (800,813)

$ 195

$ 26,445

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Variable Interest Entities - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) variableInterestEntity member	Dec. 31, 2021 variableInterestEntity
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of variable interest entities \| variableInterestEntity	5	5
Number of variable interest entities consolidated \| variableInterestEntity	4	4
Number of members on independent board \| member	4
Variable interest entity liability \| $	$ 4,365
Variable interest entity income \| $	$ 4,365

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Cash and cash equivalents

$ 40,394

$ 39,314

^[1]

Accounts receivable, net

31,083

25,391

^[1]

Accounts receivable, related party

12,421

^[1]

Restricted cash - current

32,402

^[1]

Prepaid expenses and other current assets

7,625

5,482

^[1]

Property, plant and equipment, net

297,323

169,770

^[1]

Restricted cash, non-current

4,425

2,740

^[1]

Accounts payable

22,679

12,581

^[1]

Accrued capital expenses

11,922

5,517

^[1]

Accrued expenses and other current liabilities

9,573

7,220

^[1]

Sunoma Loan- current portion

380

756

^[1]

Sunoma loan, net of debt issuance costs

21,712

16,199

^[1]

Primary Beneficiary

Cash and cash equivalents

12,506

1,991

Accounts receivable, net

966

Restricted cash - current

6,971

Prepaid expenses and other current assets

415

113

Property, plant and equipment, net

73,140

27,794

Restricted cash, non-current

2,923

1,163

Accounts payable

4,896

544

Accrued capital expenses

7,821

1,722

Accrued expenses and other current liabilities

646

Sunoma Loan- current portion

380

756

Sunoma loan, net of debt issuance costs

$ 21,712

$ 16,199

Class A common stock

Common stock, par value (in dollars per share)

$ 0.0001

Common stock, shares authorized (in shares)

340,000,000

Common stock, shares issued (in shares)

29,477,766

Common stock, shares outstanding (in shares)

29,477,766

Common Class B

Common stock, par value (in dollars per share)

$ 0.0001

Common stock, shares authorized (in shares)

160,000,000

Common stock, shares issued (in shares)

Common stock, shares outstanding (in shares)

Common Class C

Common stock, par value (in dollars per share)

$ 0.0001

Common stock, shares authorized (in shares)

160,000,000

Common stock, shares issued (in shares)

Common stock, shares outstanding (in shares)

Class D common stock

Common stock, par value (in dollars per share)

$ 0.0001

Common stock, shares authorized (in shares)

160,000,000

Common stock, shares issued (in shares)

144,399,037

Common stock, shares outstanding (in shares)

144,399,037

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Cash Flows [Abstract]
Interest capitalized	$ 3,678	$ 861

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	243
Auditor Name	BDO USA, LLP
Auditor Location	Stamford, CT

Variable Interest Entities

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and we reassess whether we are the primary beneficiary of a VIE on an ongoing basis. Our determination of whether we are the primary beneficiary of a VIE is based upon the facts and circumstances for each VIE and requires judgment. Our considerations in determining the VIE's most significant activities and whether we have power to direct those activities include, but are not limited to, the VIE's purpose and design and the risks passed through to investors, the voting interests of the VIE, management, service and/or other agreements of the VIE, involvement in the VIE's initial design, and the existence of explicit or implicit financial guarantees. If we are the party with the power over the most significant activities, we meet the "power" criteria of the primary beneficiary. If we do not have the power over the most significant activities or we determine that all significant decisions require consent of a third-party, we do not meet the "power" criteria of the primary beneficiary.

We assess our variable interests in a VIE both individually and in aggregate to determine whether we have an obligation to absorb losses of or a right to receive benefits from the VIE that could potentially be significant to the VIE. The determination of whether our variable interest is significant to the VIE requires judgment. In determining the significance of our variable interest, we consider the terms, characteristics and size of the variable interests, the design and characteristics of the VIE, our involvement in the VIE, and our market-making activities related to the variable interests.

As of December 31, 2022 and December 31, 2021, the Company held equity interests in five VIEs — Sunoma, GREP, Emerald, Sapphire, and Central Valley. GREP has been presented as an equity method investment and the remaining four VIEs Sunoma, Emerald, Sapphire, and Central Valley are consolidated by the Company.

During the year ended December 31, 2022, the Company determined that it will no longer be liable to pay $4,365, which was previously recorded as part of other liabilities - long term, to a non-controlling interest in one of our VIEs as the applicable criteria for payment are no longer met. Therefore, the Company reversed the liability on its consolidated balance sheet as of December 31, 2022 and recorded $4,365 as change in fair value of derivative instruments,net in its consolidated statement of operations for the year ended December 31, 2022.

In 2020, the Company acquired a variable interest in Sunoma in a joint venture with a third-party who does not have any equity at risk but participates in proportionate share of income or losses, which may be significant. Additionally, the assets in Sunoma are collateralized under the Sunoma loan, the proceeds of which are used for partial financing of the construction of the Sunoma facility. Therefore, the significant assets and liabilities of Sunoma are parenthesized in the consolidated balance sheets as of December 31, 2022 and December 31, 2021.

The Company determined that each of these entities are VIEs and in its capacity as a managing member except for Emerald and Sapphire, the Company is the primary beneficiary. The Company is deemed as a primary beneficiary based on two conditions:

•The Company, as a managing member, has the power to order the activities that significantly impact the economic performance of the four entities including establishment of strategic, operating, and capital decisions for each of these entities; and

•The Company has the obligation to absorb the potential losses for the right to receive potential benefits, which could be significant to the VIE;

As a primary beneficiary, the Company consolidates these entities in accordance with the variable interest entity model guidance under ASC 810, Consolidation.

The VIEs, Emerald and Sapphire are organized as 50/50 joint ventures managed by an independent board consisting of four members appointed by the Company and the joint venture partner. The board of managers has sole power and authority to conduct, direct and exercise control over the joint venture's activities except with respect to certain terms under certain operating agreements. The Company determined that it is the primary beneficiary as a result of its economic exposure and incremental power to direct certain key economic activities of the joint venture and therefore consolidated the VIEs in its consolidated financial statements.

Our variable interests in each of our VIEs arise primarily from our ownership of membership interests, construction commitments, our provision of operating and maintenance services, and our provision of environmental credit processing services to VIEs.

The following table summarizes the major consolidated balance sheet items for consolidated VIEs as of December 31, 2022 and December 31, 2021. The information below is presented on an aggregate basis based on similar risk and reward characteristics and the nature of our involvement with the VIEs, such as:

•All of the VIEs are RNG facilities and they are reported under the RNG Fuel Supply segment;

•The nature of our interest in these entities is primarily equity based and therefore carry similar risk and reward characteristics;

The amount of assets that can only be used to settle obligations of the VIEs are parenthesized in the consolidated balance sheets and are included in the asset totals listed in the table below.


	As of December 31, 2022		As of December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	12,506	$	1,991
Accounts receivable, net	966		40
Restricted cash - current	6,971		—
Prepaid expenses and other current assets	415		113
Total current assets	20,858		2,144
Property, plant and equipment, net	73,140		27,794
Restricted cash, non-current	2,923		1,163
Total assets	$	96,921	$	31,101

Liabilities and equity
Current liabilities:
Accounts payable	$	4,896	$	544
Accounts payable, related party	433		—
Accrued expenses	646		—
Accrued capital expenses	7,821		1,722
Sunoma Loan- current portion	380		756
Total current liabilities	14,176		3,022
Sunoma loan, net of debt issuance costs	21,712		16,199
Total liabilities	35,888		19,221
Equity
Stockholders' equity	34,588		10,692
Non-redeemable non-controlling interests (1)	26,445		1,188
Total equity	61,033		11,880
Total Liabilities and Equity	$	96,921	$	31,101

(1) In August 2022, the Company paid $5,845 as prepayment of its share of equity contribution in a joint venture to meet the equity requirements. As of December 31, 2022, $2,922 of the payment has been reflected as part of non-redeemable non-controlling interest in the consolidated statement of changes in Redeemable non-controlling interests, redeemable preferred non-controlling interests and stockholders' equity.

Goodwill (Details)
$ in Thousands

Dec. 31, 2022

USD ($)

Goodwill [Roll Forward]

Goodwill, beginning balance

$ 54,608

^[1]

Goodwill, ending balance

54,608

RNG Fuel

Goodwill [Roll Forward]

Goodwill, beginning balance

51,155

Goodwill, ending balance

51,155

Fuel Station Services

Goodwill [Roll Forward]

Goodwill, beginning balance

3,453

Goodwill, ending balance

$ 3,453

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity

The consolidated statements of change in Redeemable non-controlling interests, Redeemable preferred non-controlling interests and stockholders' equity reflect the reverse recapitalization and Business Combination as mentioned in Note 3, Business Combination. As OPAL Fuels was deemed to be the acquirer in the Business Combination, all periods prior to the completion of the Business Combination reflect the balances and activity of OPAL Fuels. The consolidated balances as of December 31, 2021 from the audited financial statements of OPAL Fuels as of that date, share activity (Redeemable preferred units and common units) and per share amounts in the consolidated statement of change in redeemable preferred units and stockholders' equity were retroactively adjusted.

Common stock

After giving effect to the Business Combination, there were (i) 25,671,390 shares of Class A common stock issued and outstanding, (ii) 144,399,037 shares of New OPAL Class D common stock issued and outstanding, (iii) no shares of Class B common stock, par value $0.0001 per share, of (“Class B common stock”) issued and outstanding ( Shares of Class B common stock do not have any economic value except voting rights as described below) and (iv) no shares of Class C

common stock, par value $0.0001 per share, (“ Class C common stock”) issued and outstanding (shares of Class D common stock do not have any economic value except voting rights as described below)

As part of the Business Combination, $68,359 of Class A common stock and Additional paid-in capital was recorded, net of transaction costs of $6,467. Please see Note 3. Business Combination for additional information.

On November 18, 2022, the Company announced the commencement of an exchange offer (the “Offer”) and consent solicitation relating to its outstanding (i) public warrants to purchase shares of Class A common stock of the Company, par value $0.0001 per share which warrants trade on The Nasdaq Capital Market under the symbol “OPALW”(the “Public Warrants”), and (ii) private placement warrants to purchase shares of Class A common stock (the “Private Placement Warrants”) and together with the public warrants, the (“Warrants”). The Company offered all holders of the Warrants the opportunity to receive 0.250 shares of Class A common stock in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the Company solicited consents from holders of the Warrants to amend the warrant agreement that governs all of the warrants (the “Warrant Agreement”) to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.225 shares of Class A common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (the “Warrant Amendment”).

On December 22, 2022, the Company completed the exchange offer and issued 3,309,296 shares of Class A common stock in exchange for the warrants tendered in the Offer. Pursuant to the Warrant Amendment dated December 21, 2022, the Company exercised its right to exchange the Warrants remaining outstanding at the closing of the Offer for 0.225 shares of Class A common stock per Warrant (the “Post-Offer Exchange”) and issued 497,080 shares of Class A common stock on December 23, 2022. Following the completion of the Offer and the Post-Offer Exchange the Public Warrants were suspended from trading on the Nasdaq and delisted. There are no longer any Warrants outstanding. The Company recorded $3,368 as loss on exchange of Warrants.

Class A common stock

Voting Rights. Each holder of Class A common stock is entitled to one vote for each share of Class A common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Further, the holders of the outstanding shares of Class A common stock are entitled to vote separately upon any amendment to the Company's Certificate of Incorporation (the "Charter") (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such series of common stock in a manner that is disproportionately adverse as compared to the Class B common stock, the Class C common stock and the Class D common stock.

Dividends. Dividends and other distributions of cash, stock or property may be declared and paid on the shares of Class A common stock and the shares of Class C common stock out of the assets of the Company that are by law available therefor, at the times and in the amounts as our board in its discretion may determine.

Liquidation rights. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities and of the preferential and other amounts to which the holders of preferred stock are entitled, if any, the holders of all outstanding shares of Class A common stock and Class C common stock will be entitled to receive, pari passu, an amount per share equal to the par value thereof, and thereafter the holders of all outstanding shares of Class A common stock and Class C common stock will be entitled to receive the remaining assets of the Company available for distribution ratably in proportion to the number of shares of Class A common stock and Class C common stock, which shall be treated as a single class.

Class B common stock

Shares of Class B common stock may, together with the corresponding Class B Units, be exchanged for shares of Class A common stock.

Voting Rights. Each holder of Class B common stock will be entitled to one vote for each share of Class B common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Further, the holders of the outstanding shares of Class B common stock will be entitled to vote separately on any amendment to the Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special

rights of such series of Common Stock in a manner that is disproportionately adverse as compared to the Class A common stock, the Class C common stock and the Class D common stock.

Dividends. Dividends of cash or property may not be declared or paid on shares of Class B common stock.

Liquidation rights. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities and of the preferential and other amounts to which the holders of preferred stock are entitled, if any, the holders of shares of Class B common stock will not be entitled to receive, with respect to such shares, any assets of the Company in excess of the par value thereof. Notwithstanding the foregoing, the holders of Class B common stock will have the right to exchange their shares of Class B common stock, together with the corresponding Class B Units constituting the remainder of any paired interests (as defined in the Charter) in which such shares are included, for shares of Class A common stock or for the consideration payable in respect of shares of Class A common stock in such voluntary or involuntary liquidation, dissolution or winding-up.

Class C common stock

Shares of Class C common stock may be converted to shares of Class A common stock, as discussed further below.

• Voluntary Conversion. Each share of Class C common stock shall be convertible into one share of Class A common stock at the option of the holder thereof, at any time upon written notice to OPAL; provided that, for the avoidance of doubt, any such holder of shares of Class C common stock may in such written notice to OPAL specify that such conversion into shares of Class A common stock shall be contingent upon the consummation of one or more sale or other transfer transactions.

•Automatic Conversion. Each share of Class C common stock shall automatically, without any further action, convert into one share of Class A common stock upon a transfer, other than a Transfer to a qualified stockholder (as defined in the Charter).

Voting Rights. Each holder of Class C common stock will be entitled to five votes for each share of Class C common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Further, the holders of the outstanding shares of Class C common stock will be entitled to vote separately upon any amendment to the Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such series of common stock in a manner that is disproportionately adverse as compared to the Class A common stock, the Class B common stock and the Class D common stock.

Class D common stock

Shares of Class D common stock may be converted into shares of Class B common stock pursuant to the Charter. Further, shares of Class D common stock, together with the corresponding Class B Units may be exchanged for shares of Class C common stock or converted into shares of Class A common stock as further discussed below.

Voluntary Conversion. Each share of Class D common stock shall be convertible into one share of Class B common stock at the option of the holder thereof at any time upon written notice to the Company;

Automatic Conversion. Each share of Class D common stock shall automatically, without any further action, convert into one share of Class B common stock upon a transfer, other than a transfer to a qualified stockholder.

Voting Rights. Each holder of Class D common stock will be entitled to five votes for each share of Class D common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Further, the holders of the outstanding shares of Class D common stock will be entitled to vote separately upon any amendment to the Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such series of common stock in a manner that is disproportionately adverse as compared to the Class A common stock, the Class B common stock and the Class C common stock.

Dividends. Dividends of cash or property may not be declared or paid on shares of Class D common stock.

Liquidation rights. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities and of the preferential and other amounts to which the holders of preferred stock are entitled, if any, the holders of shares of Class D common stock will not be entitled to receive, with respect to such shares, any assets of the Company in excess of the par value thereof. Notwithstanding the foregoing, the holders of Class D common stock will have the right to exchange their shares of Class B common stock, together with the corresponding Class B Units constituting the remainder of any paired interests (as defined in the Charter) in which such shares are included, for shares of Class C common stock or for the consideration payable in respect of shares of Class C common stock in such voluntary or involuntary liquidation, dissolution or winding-up.

Redeemable preferred non-controlling interests

On November 29, 2021, as part of an exchange agreement (“Hillman exchange”), the Company issued 300,000 Series A-1 preferred units to Hillman in return for Hillman’s non-controlling interest in four RNG project subsidiaries.

Upon completion of Business Combination, the Company assumed Series A-1 preferred units and Series A preferred units which were issued and outstanding by OPAL Fuels. The Company recorded the Series A-1 preferred units and Series A preferred units as Redeemable preferred non-controlling interests. The Company incurred issuance costs of $267 in third-party legal fees in the fourth quarter of 2021, which was presented as Deferred financing costs in the consolidated balance sheet as of December 31, 2021. The Company has elected to adjust the carrying value of the preferred units to the redemption value at the end of each reporting period by immediately amortizing the issuance costs in the first reporting period after issuance of the preferred units. Therefore, the Company amortized the $267 to Retained earnings component of Members' equity as of December 31, 2022.

The following table summarizes the changes in the redeemable preferred non-controlling interests which represent Series A and Series A-1 preferred units outstanding at OPAL Fuels level from December 31, 2021 to December 31, 2022:


	Series A-1 preferred units			Series A preferred units
	Units	Amount		Units	Amount
Balance, December 31, 2021	300,000	$	30,210	—	$	—
Series A units issued by OPAL Fuels	—	—		1,000,000	100,000
Paid-in-kind dividends attributable to OPAL Fuels	—	2,347		—	4,841
Paid-in kind dividends attributable to Class A common stockholders	—	179		—	565
Balance, December 31, 2022	300,000	$	32,736	1,000,000	$	105,406

Terms of Redeemable preferred units

The Series A and Series A-1 preferred units (together the “Preferred Units”) have substantially the same terms and features which are listed below:

Voting: The Series A-1 preferred units to Hillman do not have any voting rights. The Series A preferred units issued to NextEra have limited rights to prevent the Company from taking certain actions including (i) major issuances of new debt or equity (ii) executing transactions with affiliates which are not at arm-length basis (iii) major disposition of assets and (iv) major acquisition of assets outside of the Company’s primary business.

Dividends: The Preferred Units are entitled to receive dividends at the rate of 8% per annum. Dividends begin accruing for each unit from the date of issuance and are payable each quarter end regardless of whether they are declared. The dividends are mandatory and cumulative. The Company is allowed to elect to issue additional Preferred Units ( paid-in-kind) in lieu of cash for the first eight dividend payment dates. The Company elected to pay the dividends to be paid-in-kind for all periods presented. In the occurrence of certain events of default, the annual dividend rate increases to 12%. Additionally, the dividend rate increases by 2% for each unrelated uncured event of default up to a maximum of 20%.

Liquidation preference: In the event of liquidation of the Company, each holder of a unit of Series A and Series A-1 is entitled to be paid on pro-rata basis the original issue price of $100 per unit plus any accrued and unpaid dividends out of the assets of the Company available for distribution after payment of the Company’s debt and liabilities and liquidation expenses.

Redemption: At any time after issuance, the Company may redeem the Redeemable preferred units for a price equal to original issue price of $100 per unit plus any accrued and unpaid dividends. Holders of the Preferred Units may redeem for an amount equal to original issue price of $100 per unit plus any accrued and unpaid dividends upon (i) occurrence of certain change in control event (ii) at the end of four years from the date of issuance, except the Preferred Units issued to Hillman can only be redeemed 30 days after the fourth year anniversary of the first issuance of Preferred Units to NextEra. The maturity date is determined to be the date at which the holder’s redemption option becomes exercisable as this is the date in which both the Company and the holder may redeem the preferred units. The maturity date could be as early as November 29, 2025 but no later than June 30, 2026, depending on when the Series A units to NextEra are issued as previously detailed herein.

Conversion: Holder’s may elect to convert Preferred Units into common units in the limited chance that the Company fails to redeem the Preferred Units under an optional redemption, the annual dividend rate increases to 12% and is further increased to 14% after one year, and thereafter by 2% every 90 days up to a cap of 20%. The Company must also redeem all NextEra Series A preferred units on which the redemption option has been exercised prior to redeeming any Hillman Series A-1 preferred units. If elected, the holder may convert all or a portion of its Preferred Units into a number of common units equal to: (i) number of Preferred Units, multiplied by, (ii) $100 plus accrued and unpaid cash dividends, divided by, (iii) conversion price. The conversion price is equal to the value of the Company’s common units determined as follows, and reduced by a 20% discount if conversion occurs during the first year of delayed redemption, a 25% discount during the 2nd year, and a 30% discount thereafter:

1. Using 20-day volume-weighted average price (“VWAP”) of the Company's common shares.

2. Otherwise the estimated proceeds to be received by the holder of a common unit if the net assets of the Company were sold at fair market value and distributed.

Redeemable non-controlling interests

Upon consummation of Business Combination, OPAL Fuels and its members caused the existing limited liability company agreement to be amended and restated and in connection therewith, all of the common units of OPAL Fuels LLC issued and outstanding immediately prior to the closing were re-classified into 144,399,037 Class B Units ("OPAL Class B Units"). Each Class B Unit is paired with 1 non-economic share of Class D common stock issued by the Company. Each pair of Class B Unit and 1 share of Class D common stock is exchangeable to either 1 share of Class A common stock or 1 share of Class C common stock at the holder's option. Upon an exchange for Class A common stock, the Company has the option to redeem shares for cash at their market value.

Redeemable non-controlling interests have been presented as mezzanine equity in the consolidated statements of change in Redeemable non-controlling interests, Redeemable preferred non-controlling interests and stockholders'

equity.At each balance sheet date, the Redeemable non-controlling interests are adjusted up to their redemption value if necessary, with an offset in Stockholders' equity. As of December 31, 2022, the Company recorded $908,008 to adjust the carrying value to their redemption value based on a 5 day VWAP of $7.02 per share.

Intangible Assets, Net - Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 548
2024	267
2025	267
2026	239
Thereafter	846
Intangible Assets, Net	$ 2,167	$ 2,861

Goodwill

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The following table summarizes the changes in goodwill, if any, by reporting segment from the beginning of the period to the end of the period:


	RNG Fuel		Fuel Station Services		Total
Balance at December 31, 2021	$	51,155	$	3,453	$	54,608
Balance at December 31, 2022	$	51,155	$	3,453	$	54,608

Net Income Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Unit

The following table summarizes the calculation of basic and diluted net loss per share:


	Twelve Months Ended
	December 31, 2022
Net loss attributable to Class A common stockholders	$	3,391
Less: change in fair value of the put option on the forward purchase agreement	134
Diluted Net loss attributable to Class A common stockholders	3,257

Weighted average number of shares of Class A common stock - basic	25,774,312
Effect of dilutive Restricted Stock Units	14,203
Effect of the dilutive put option on a forward purchase agreement	273,883
Weighted average number of shares of Class A common stock - diluted	26,062,398
Net loss per share of Class A common stock
Basic	$	0.13
Diluted	$	0.12

Summary of Significant Accounting Policies - Other Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Gain on redemption of Note receivable	$ 1,943	$ 0
Other income	$ 1,943	$ 0

Derivative Financial Instruments and Fair Value Measurements - Effect of Derivative Instruments on Statement of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Derivative Instruments, Gain (Loss) [Line Items]
Change in fair value of derivative instruments, net	$ 498	$ 99
Derivatives designated as economic hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Commodity swaps - realized loss	(1,757)	(22)
Commodity swaps - unrealized gain (loss)	(512)	(1,148)
Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate swaps	992	1,793
Net periodic settlements - interest rate swaps	(676)	(1,694)
Swaption
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate swaps	182	0
Commodity swap contracts \| Derivatives designated as economic hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Change in fair value of derivative instruments, net	$ (2,269)	$ (1,170)

Summary of Significant Accounting Policies - Useful Lives of Property, Plant and Equipment, Net (Details)	12 Months Ended
	Dec. 31, 2022
Plant and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives (in years)	5 years
Plant and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives (in years)	30 years
CNG/RNG fueling stations \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives (in years)	10 years
CNG/RNG fueling stations \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives (in years)	20 years
Buildings
Property, Plant and Equipment [Line Items]
Useful lives (in years)	40 years
Service equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives (in years)	5 years
Service equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives (in years)	10 years
Vehicles
Property, Plant and Equipment [Line Items]
Useful lives (in years)	7 years
Office furniture and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful lives (in years)	5 years
Office furniture and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful lives (in years)	7 years
Computer software
Property, Plant and Equipment [Line Items]
Useful lives (in years)	3 years
Other
Property, Plant and Equipment [Line Items]
Useful lives (in years)	7 years

Related Parties

12 Months Ended

Dec. 31, 2022

Related Parties

Related parties are represented by Fortistar and other affiliates, subsidiaries and entities under common control with Fortistar or NextEra.

Capital contributions and distribution from and to members

During the year ended December 31, 2022 and 2021, the Company received contributions from Fortistar of $0 and $7,531, respectively. Additionally, the Company made distributions to Fortistar of $0 and $3,695 for the year ended December 31, 2022 and 2021, respectively.

Sale of non-controlling interests to Related Parties

On November 29, 2021, as part of an exchange agreement, OPAL Fuels issued 14 newly authorized common units and 300,000 Series A-1 preferred units to Hillman in return for Hillman’s non-controlling interest in four RNG project subsidiaries for total consideration of $30,000. Upon the consummation of the Business Combination, the Series A-1 preferred units have been converted to Redeemable preferred non-controlling interests. The Company recorded paid-in-kind preferred dividend of $2,526 and $210 for the years ended December 31, 2022 and 2021, respectively. Please see Note 14. Redeemable Preferred Units and Equity, for additional information.

During 2021, the Company sold non-controlling interests to NextEra in four RNG projects (Pine Bend, Noble Road, Emerald and Sapphire) subsidiaries for 50% ownership interest. For the year ended December 31, 2022, the Company received $23,143 as contributions from the sale of such non-controlling interests in Emerald and Sapphire.

For the year ended December 31, 2021, the Company received $38,218 as contributions from the sale of non-controlling interests.

Issuance of Redeemable preferred non-controlling interests

On November 29, 2021, NextEra subscribed for up to 1,000,000 Series A preferred units, which are issuable (in whole or in increments) at the Company’s discretion prior to June 30, 2022. As of December 31, 2021, no Series A preferred units were issued. During the year ended December 31, 2022, the Company had drawn $100,000 and issued 1,000,000 Series A preferred units. The Company recorded paid-in-kind preferred dividend of $5,406 for the year ended December 31, 2022. As of December 31, 2021, no Series A preferred units were issued. Please see Note 14. Redeemable non-controlling interests,Redeemable preferred non-controlling interests and Stockholders' Equity, for additional information.

Purchase and sale agreement for environmental attributes

On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra for the environmental attributes generated by the RNG Fuels business. Under this agreement, the Company plans to sell a minimum of 90% of the environmental attributes generated and will receive net proceeds based on the agreed upon price less a specified discount. A specified volume of environmental attributes sold per quarter will incur a fee per environmental attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the year ended December 31, 2022, the Company earned net revenues after discount and fees of $76,920 under this contract which was recorded as part of Revenues - RNG fuel. Please see Note 2. Summary of significant accounting policies for additional information.

Commodity swap contracts under ISDA

The Company entered into an ISDA agreement with NextEra in November 2019. Pursuant to the agreement, the Company entered into commodity swap contracts on a periodic basis. As of December 31, 2022 and 2021, there were three commodity swap contracts outstanding. The Company records the realized and unrealized gain (loss) on these commodity swap contracts as part of Revenues - Renewable Power. Please see Note 10. Derivative instruments and Fair value measurements for additional information. The Company recorded $5,495 and $3,008 as revenues earned under the commodity swap contracts.

Issuance of shares of Class A common stock for PIPE investment

In July 2022, the Company raised $138,850 in cash net of transaction expenses of $9,700 representing cash received from the closing of Business Combination and PIPE Investment. NextEra subscribed to the PIPE investment and was issued 2,500,000 shares of Class A common stock at $10.0 per share. Please see Note 3. Business Combination, for additional information.

Purchase of investments from Related Parties

In August 2021, the Company acquired a 100% of the ownership interests in Reynolds, an RNG production facility for $12,020 which was funded with cash on hand. Reynolds held an equity investment of 1,570 Class B units in GREP representing 10% interest for a cash consideration of $1,570 which owns 50% of Biotown, a power generation facility under development to convert to an RNG facility. The Reynolds transaction was an asset acquisition from an affiliate under common control. The Company accounts for its 20% equity investment in GREP under the equity method. The Company recorded an income of $2,302 and net loss of $(124) as its share of net income (loss) for the years ended December 31, 2022 and 2021.

Sales contracts with Related Parties

In June 2020, OPAL Fuel Station Services ("OFSS"), an indirect wholly-owned subsidiary of the Company, contracted with Beacon to dispense Beacon’s RNG and to generate and market the resulting RINs created on behalf of Beacon. The term of this contract runs from September 1, 2020 through October 31, 2030. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as inventory based on their estimated fair value at contract inception. During 2021, the Company acquired the remaining interests in Beacon. Therefore, all environmental fees earned are eliminated in the consolidated statements of operations effective May 1, 2021. The Company accounted for Beacon under equity method for the period between January 1, 2021 and April 30, 2021 prior to the acquisition of remaining interests. Therefore, all environmental fees earned after May 1, 2021 are eliminated in the consolidated statement of operations. For the period between January 1, 2021 and April 30, 2021, the company earned environmental processing fees of $632, net of intersegment elimination.

In August 2020, OFSS contracted with Sunoma to dispense RNG and to generate and market the resulting RINs created on behalf of the entity. Additionally, OFSS contracted with Pine Bend in December 2020 and Noble Road in March 2021 to provide the same services.

The term of this contract runs for a term of 10 years. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as inventory based on their estimated fair value at contract inception. The Pine Bend and Noble road came online in the first and third quarter of 2022. Sunoma came online in the fourth quarter For the year ended December 31, 2022, the Company earned environmental processing fees of $709, net of intersegment elimination, under this agreement which are included in Fuel Station Services revenues in the consolidated statements of operations. For the year ended December 31, 2021, the Company earned $0, net of intersegment elimination under this agreement.

Service agreements with Related Parties

On December 31, 2020, OPAL Fuels signed a management, operations, and maintenance services agreement (“Administrative Services Agreement”) with a subsidiary of Fortistar, pursuant to which Fortistar provides management, operations, and maintenance services to the Company. The agreement expires on December 31, 2023, unless termination occurs earlier due to dissolution of the Company or the agreement is terminated by the Company’s secured lenders in certain circumstances. The agreement provides for payment of service fees based on actual time incurred at contractually agreed rates provided for in the Administrative Services Agreement, as well as a fixed annual payment of $580 per year adjusted annually for inflation. Additionally, the agreement provides for the Company to receive credits for any services provided by the Company's employees to Fortistar. For the year ended December 31, 2022 and 2021, there have been no material services provided by the Company's employees to Fortistar.

In June 2021, the company entered into a management services agreement with Costar Partners LLC (“Costar”), an affiliate of Fortistar. Pursuant to the agreement, Costar provides information technology (“IT”) support services, software use, licensing services, management of third party infrastructure and security services and additional IT services as needed by the Company. The agreement provides for Costar to be compensated based on actual costs incurred and licensing fees per user for certain software applications. The agreement expires in June 2024 unless the termination occurs earlier due to dissolution of the Company or it is terminated by the Company’s secured lenders in certain circumstances.


	Twelve Months Ended December 31,
	2022		2021
Staffing,management services and office costs (1)	$	2,758	$	8,393
IT services	2,205		1,497
Guarantee fees	—		431
Environmental processing fees	—		632
Total	$	4,963	$	10,953

(1) Includes reimbursement of $600 and $378 for the use of office space for the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022 and December 31, 2021, the Company had Accounts payable, related party in the amounts of $1,346 and $166, respectively. As of December 31, 2022 and 2021, the Company had Accounts receivable, related party of $12,421 and $—, respectively.

Borrowings - Schedule of Principal Maturities of Debt (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
2023	$ 79,466
2024	29,340
2025	42,369
2026	1,883
2027	17,386
Total	170,444
Senior Secured Credit Facility
Debt Instrument [Line Items]
2023	22,750
2024	0
2025	0
2026	0
2027	0
Total	22,750
OPAL Term Loan \| OPAL Term Loan
Debt Instrument [Line Items]
2023	27,732
2024	27,732
2025	40,626
2026	0
2027	0
Total	96,090
Sunoma Loan
Debt Instrument [Line Items]
2023	380
2024	1,608
2025	1,743
2026	1,883
2027	17,386
Total	23,000
Convertible Note Payable
Debt Instrument [Line Items]
2023	28,528
2024	0
2025	0
2026
2027	0
Total	28,528
Municipality Loan
Debt Instrument [Line Items]
2023	76
2024	0
2025	0
2026	0
2027	0
Total	$ 76

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Right-Of-Use Assets And Lease Liabilities

Right-of-use assets and Lease liabilities as of December 31, 2022 and January 1, 2022 are as follows:


Description	Location in Balance Sheet	December 31, 2022		January 1, 2022 (1)
Assets:
Operating leases:
Site leases (2)	Right-of-use assets	$	10,338	$	13,242
Office lease (3)	Right-of-use assets	1,406		348
		11,744		13,590
Finance leases:
Vehicle leases (4)	Property, plant and equipment, net	1,236		796
		12,980		14,386
Liabilities:
Sites leases	Lease liabilities - current portion	181		86
Office lease	Lease liabilities - current portion	449		294
Vehicle leases	Accrued expenses and other current liabilities	449		308
		1,079		688

Sites leases	Lease liabilities - non-current portion	10,135		12,895
Office lease	Lease liabilities - non-current portion	1,110		28
Vehicle leases	Other long-term liabilities	825		458
		$	12,070	$	13,381

The table below presents components of the Company's lease expense for the year ended December 31, 2022:

Description

Location in Statement of Operations

Amount (1)

Operating lease expense for site leases

Cost of sales - RNG Fuel

1,044

Operating lease expense for office lease

Selling, general, administrative expenses

484

Amortization of right-of-use assets - finance leases

Depreciation, amortization and accretion expense

429

Interest expense on lease liabilities - finance leases

Interest and financing expense, net

2,002

(1) The Company does not have material short term lease expense for the year ended December 31, 2022

The Company did not enter into any operating leases greater than 12 months for the year ended December 31, 2022.


Weighted average remaining lease term (years)	December 31, 2022
Operating leases	18.6 years
Financing leases	3.0 years
Weighted average discount rate
Operating leases	7.87	%
Financing leases	5.82	%

Future Minimum Lease Payments - Finance Leases

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of December 31, 2022:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	1,044		$	505		$	510		$	2,059
2024	1,044			540			419			2,003
2025	1,044			562			312			1,918
2026	1,044			47			156			1,247
2027 and beyond	17,913			—						17,913
	22,089			1,654			1,397			25,140

Present value of lease liability	10,316			1,559			1,274			13,149

Lease liabilities - current portion	181			449			449			1,079
Lease liabilities - non-current portion	10,135			1,110			825			12,070
Total lease liabilities	$	10,316		$	1,559		$	1,274		$	13,149

Discount based on incremental borrowing rate	$	11,773		$	95		$	123		$	11,991

Future Minimum Lease Payments - Operating Leases

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of December 31, 2022:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	1,044		$	505		$	510		$	2,059
2024	1,044			540			419			2,003
2025	1,044			562			312			1,918
2026	1,044			47			156			1,247
2027 and beyond	17,913			—						17,913
	22,089			1,654			1,397			25,140

Present value of lease liability	10,316			1,559			1,274			13,149

Lease liabilities - current portion	181			449			449			1,079
Lease liabilities - non-current portion	10,135			1,110			825			12,070
Total lease liabilities	$	10,316		$	1,559		$	1,274		$	13,149

Discount based on incremental borrowing rate	$	11,773		$	95		$	123		$	11,991

Net Income Per Share - Schedule of Basic and Diluted Net Loss Per Unit (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Net loss attributable to Class A common stockholders

^[1]

$ 3,391

$ 0

Less: change in fair value of the put option on the forward purchase agreement

134

Diluted Net loss attributable to Class A common stockholders

$ 3,257

Weighted average number of shares of Class A common stock - basic (in shares)

25,774,312

Effect of dilutive Restricted Stock Units (in shares)

14,203

Effect of the dilutive put option on a forward purchase agreement

273,883

Weighted average number of shares of Class A common stock - diluted (in shares)

26,062,398

Net loss per share of Class A common stock

Basic (in dollars per share)

^[1]

$ 0.13

$ 0

Diluted (in dollars per share)

^[1]

$ 0.12

$ 0

[1]	Income per share information has not been presented for the year ended December 31, 2021 as it would not be meaningful to the users of these consolidated financial statements, Refer to Note 3. Business Combination.

Summary of Significant Accounting Policies - Disaggregation of Revenue By Product Line (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) agreement fuelStation facility	Dec. 31, 2021 USD ($)
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 230,657	$ 162,048
Lease revenue	4,874
Lease revenue		4,076
Total revenues	$ 235,531	166,124
Fuel Purchasing Agreements
Disaggregation of Revenue [Line Items]
Number of agreements \| agreement	22
Renewable power sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 33,881	40,259
Third party construction
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	49,458	32,630
Service
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	16,449	17,056
Brown gas sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	38,356	12,257
Environmental credits
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	86,901	55,863
Parts sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	4,391	755
Operating agreements
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	893	3,172
Other
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 328	$ 56
RNG fuel
Disaggregation of Revenue [Line Items]
Number of fuel stations \| fuelStation	2
Number of facilities \| facility	2

Related Parties - Narrative (Details)
$ / shares in Units, $ in Thousands

1 Months Ended

4 Months Ended

8 Months Ended

12 Months Ended

Jul. 21, 2022

USD ($)

$ / shares

Nov. 29, 2021

USD ($)

subsidiary

Dec. 31, 2020

USD ($)

Jul. 31, 2022

USD ($)

$ / shares

Aug. 31, 2021

USD ($)

Apr. 30, 2021

USD ($)

Mar. 31, 2021

Dec. 31, 2022

USD ($)

commoditySwap

Dec. 31, 2021

USD ($)

commoditySwap

subsidiary

Contributions from members

$ 0

$ 7,531

Distributions to members

3,695

Paid-in-kind dividends issued and outstanding units

5,406

Proceeds from sale of non-redeemable non-controlling interest, related party

$ 23,143

$ 38,218

Stock subscribed (in shares) | shares

1,000,000

Stock issued (in shares) | shares

1,000,000

Amount sold

$ 100,000

Total revenues

235,531

$ 166,124

Proceeds received from Business Combination

$ 138,850

138,850

Transaction costs

$ 9,771

$ 9,700

Income from equity method investments

5,784

2,268

Accounts payable, related party

1,346

166

^[1]

Accounts receivable, related party

12,421

^[1]

Renewable Power (includes revenues from related party of $5,495 and $3,008 for the years ended December 31, 2022 and 2021, respectively)

Total revenues

39,461

45,324

Revenues from related party

$ 5,495

$ 3,008

Commodity swap contracts

Number of derivative instruments held | commoditySwap

Reynolds

Percentage of ownership interest acquired

100.00%

Cash payments

$ 12,020

Parent Company

Contributions from members

$ 0

$ 7,531

Distributions to members

3,695

Parent Company | Fortistar | Administrative Services Agreement

Service fees per year

$ 580

Affiliated Entity | Hillman

Common units, shares issued (in shares) | shares

Total consideration from related parties

$ 30,000

Affiliated Entity | Reynolds | GREP

Cash consideration

$ 1,570

Affiliated Entity | Beacon | Environmental processing fees

Revenues from related party

$ 632

Affiliated Entity | Pine Bend, Sunoma And Noble Road | Environmental processing fees

Revenues from related party

709

10 years

Affiliated Entity | Costar | Management Services Agreement

Transaction costs

1,518

Deferred financing costs

$ 29

GREP

Percentage of ownership

20.00%

Income from equity method investments

$ 2,302

$ (124)

GREP | BioTown Biogas LLC (“Biotown”)

Percentage of ownership

50.00%

RNG fuel | NextEra

Minimum of environmental attributes to be sold, percentage

90.00%

Total revenues

76,920

RNG fuel | Affiliated Entity | NextEra

Number of noncontrolling interests in renewable natural gas project subsidiaries | subsidiary

Percentage of noncontrolling interest sold

50.00%

RNG fuel | Hillman | Affiliated Entity

Number of noncontrolling interests in renewable natural gas project subsidiaries | subsidiary

Series A-1 preferred units | Affiliated Entity | Hillman

Preferred units, shares issued (in shares) | shares

300,000

Paid-in-kind dividends issued and outstanding units

$ 2,526

$ 210

Class A common stock | PIPE Investors

Stock issued (in shares) | shares

11,080,600

2,500,000

Sales price (in dollars per share) | $ / shares

$ 10.0

Common Class B | Affiliated Entity | Reynolds | GREP

Equity investment held (in shares) | shares

1,570

Common Class B | Reynolds | GREP | Affiliated Entity | GREP

Percentage of ownership

10.00%

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Intangible Assets, Net

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

Intangible assets, net, consisted of the following at December 31, 2022 and December 31, 2021:


	December 31, 2022
	Cost		Accumulated Amortization		Intangible Assets, Net		Weighted Average Amortization Period (Years)
Power purchase agreements	$	8,999	$	(7,488)	$	1,511	18.1
Transmission/distribution interconnection	1,600		(971)		629		15.1
CNG sales contract	807		(799)		8		10.0
Intellectual property	43		(24)		19		5.0
Total intangible assets	$	11,449	$	(9,282)	$	2,167


	December 31, 2021
	Cost		Accumulated Amortization		Intangible Assets, Net		Weighted Average Amortization Period (years)
Power purchase agreements	$	8,999	$	(6,986)	$	2,013	18.1
Transmission/distribution interconnection	1,600		(865)		735		15.1
CNG sales contract	807		(719)		88		10.0
Intellectual property	43		(18)		25		5.0
Total intangible assets	$	11,449	$	(8,588)	$	2,861

The transmission/distribution interconnection represents an interconnector for one of the Company's LFG recovery facilities. The interconnection construction was initially funded by a municipality. The Company is scheduled to repay the costs of this construction through April 1, 2023. The remaining liability of $76 under the Municipality loan is shown as part of current liabilities on its consolidated balance sheet as of December 31, 2022. Please see Note 8. Borrowings, for additional information.

Amortization expense for the twelve months ended December 31, 2022 and 2021 was $694 and $346, respectively. At December 31, 2022, estimated future amortization expense for intangible assets is as follows:


Fiscal year:
2023	548
2024	267
2025	267
2026	239
Thereafter	846
	$	2,167

Reportable Segments and Geographic Information - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	$ (6,640)	$ (7,467)
Corporate
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	(480)	(3,861)
Renewable Power \| Operating Segments
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	(5,261)	(3,606)
RNG Fuel \| Operating Segments
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	$ (899)	$ 0

Investments in Other Entities

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Investments in Other Entities

Investment in Other Entities

The Company uses the equity method to account for investments in affiliates that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company's investments in these nonconsolidated affiliates are reflected in the Company's consolidated balance sheets under the equity method, and the Company's proportionate net (loss) income, if any, is included in the Company's consolidated statements of operations as (loss) income from equity method investments.

The following table shows the movement of Investment in other entities:


	Pine Bend			Noble Road			GREP			Beacon			Total
Percentage of ownership	50		%	50		%	20		%	44		%

Balance at December 31, 2020	$	—		$	—		$	—		$	25,573		$	25,573
Contribution to equity method investments	—			—			1,570						1,570
Net income from equity method investment	—			—			(124)			$	2,392		2,268
Acquisition of remaining ownership interest in Beacon (1)	—			—			—			(27,965)			(27,965)
Deconsolidation of VIEs (2)	21,188			24,516						—			45,704
Balance at December 31, 2021	21,188			24,516			1,446			—			47,150
Additional investment representing capitalized interest (3)	597			—			—			—			597
Other comprehensive income (4)	—			—			334			—			334
Net income from equity method investments	733			2,749			2,302			—			5,784
Distributions from return of investment in equity method investment	—			(2,100)			—			—			(2,100)
Balance at December 31, 2022	$	22,518		$	25,165		$	4,082		$	—		$	51,765

(1) The Company acquired 50% of the remaining ownership in Beacon in May 2021 and fully consolidated the entity in the consolidated financial statements after May 1, 2021.

(2) The Company re-assessed its equity interests in Pine Bend and Noble Road under ASC 810, Consolidation and determined that entities no longer met any of the characteristics of a variable interest entity primarily because the projects were fully funded and there is sufficient equity at risk as of December 31, 2021. The Company determined that it should account for its interests in both entities under equity method of accounting pursuant to ASC 323, Investments Equity Method and Joint Ventures, as the Company has the ability to exercise significant influence, but not control, over both entities.

(3) The capitalized interest is incurred by the Company increasing our basis in Pine Bend. The Company will amortize this amount in future periods over the useful life of the asset.

(4) It represents our portion of the other comprehensive income recorded by the equity method investee.

Note receivable

In August 2021, the Company acquired 100% ownership interest in Reynolds which held a note receivable of $10,450 to Biotown. The Note receivable had a maturity date of July 15, 2027 and carried an interest rate of 12.5% of which 8% is payable in cash on a quarterly basis from the inception of the loan and 4.5% payment-in-kind interest adding to the outstanding debt balance until the facility becomes operational.

On July 15, 2022, Biotown repaid the total amount outstanding under the Note receivable including paid-in-kind interest and prepayment penalty. The total proceeds received were $11,555 which included $701 paid-in-kind interest accrued from August 2021 to July 15, 2022 and $545 of prepayment penalty. The paid-in-kind interest income accrued during the year ended December 31, 2021 of $288 is shown as cash flow from operations for the year ended December 31, 2022. The Company recorded a gain on repayment of $1,943 as part of Other income in the consolidated statement of operations for the year ended December 31, 2022.

The Company recorded $286 and $406 as a reduction to interest and financing expense, net in its consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively.

The Note receivable also entitles Reynolds to receive 4.25% of any revenue-based distributions made up to a maximum of $4,500 over the term of the debt. The Company recorded the fair value of the Note receivable — variable fee component of $1,538 as an allocation of the initial investment balance of $10,450 and recorded payment-in-kind interest income of $285 as a reduction to interest and financing expense, net in the consolidated statement of operations for the year ended December 31, 2022, respectively.

The Note receivable - variable fee component of $1,942 and $1,656 is recorded as a long-term asset on its consolidated balance sheets as of December 31, 2022 and December 31, 2021, respectively.

The following table summarizes financial information of the unconsolidated entities:


	December 31, 2022		December 31, 2021
Current assets	$	14,563	$	21,342
Non-current assets	109,414		44,250
Current liabilities	6,765		4,235
Non-current liabilities	13,825		—
Members' equity	103,388		61,358

The following table summarizes the income from equity method investments:


	Twelve Months Ended
		December 31, 2022		December 31, 2021
Revenue (1)		$	58,013	$	14,181
Gross profit		41,932		6,915
Net income		29,983		5,276

Net income from equity method investments (2)		$	5,784	$	2,268

(1) Revenues include a realized gain of $32,796 from commodity swap contracts on our equity method investment, GREP for the year ended December 31, 2022.

(2) Net income from equity method investments represents our portion of the net income from equity method investments in Pine Bend, Noble Road and GREP for the year ended December 31, 2022 and GREP and Beacon ( January to April 2021) for the year ended December 31, 2021.

Income taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income taxes

Income taxes As a result of the Company’s up-C structure effective with the Business Combinations, the Company expects to be a tax-paying entity. However, as the Company has historically been loss-making, any deferred tax assets created as a result of net operating losses and other deferred tax assets for the excess of tax basis in the Company's investment in Opal Fuels would be offset by a full valuation allowance. Prior to the Business Combination, OPAL Fuels was organized as a limited liability company, with the exception of one partially-owned subsidiary which filed income tax returns as a C-Corporation.

The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Judgment is required in determining the provisions for income and other taxes and related accruals, and deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company's various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates.

For the years ended December 31, 2022 and 2021, the Company recognized federal and state income tax expense of $— and $—, respectively.

The effective tax rate was 0% for the year ended December 31, 2022. The difference between the Company's effective tax rate for the year ended December 31, 2022, and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company's net U.S. and State deferred tax assets, income (loss) from pass-through entities not attributable to Class A common stock and state and local taxes.


	Twelve Months Ended December 31,
	2022		2021
Expected income tax at statutory rate	$	6,884	$	—

State income taxes, net of federal	184		—
Earnings attributable to non-controlling interest	(6,172)		—
Change in valuation allowance	(896)		—
Total tax expense	$	—	$	—

The components of the deferred tax assets and liabilities are as follows:


	Twelve Months Ended December 31,
	2022		2021
Deferred tax assets:
Investment in partnership	$	26,637	$	—
163j interest limitation	109		—
Federal NOL carryforward	3,094		—
State NOL carryforward	677		—
Total deferred tax assets	30,517		—

Valuation allowance for deferred tax assets	(30,517)		—
Deferred tax assets, net of valuation allowance	—		—
Deferred tax liabilities:
Total deferred tax liabilities	—		—
Net deferred income tax asset or liability	$	—	$	—

As of December 31, 2022, the Company is in a net deferred tax asset position. Based on all available positive and negative evidence, including projections of future taxable income, the Company believes it is more likely than not that the

deferred tax assets will not be realized. As such, a full valuation allowance was recorded against the net deferred tax asset position for federal and state purposes as of December 31, 2022. For purposes of determining pre-tax income/(loss) for the pre Business Combination period, the Company relied on the historical financial statements of Opal Fuels, LLC as this is the best information to represent the historic pre-tax income/(loss) of Opal Fuels Inc. As of December 31, 2022, the Company is in a three-year cumulative income position, excluding non-recurring items, of approximately $1000. However, the primary driver of the cumulative income position as of December 31, 2022, is the income statement impact of the mark-to-market earnout liability. The Company notes that mark-to-market (“MTM”) adjustments are volatile and can fluctuate over time. As a result, management has determined that due to the fluctuation of this MTM adjustment and the near breakeven nature of the three-year cumulative income, the Company does not have sufficient positive evidence to release the valuation allowance. Should future results of operations demonstrate a trend of profitability, additional weight may be placed upon other evidence, such as forecasts of future taxable income. Additionally, future events and new evidence, such as the integration and realization of profit from recently acquired assets, could lead to increased weight being placed upon future forecasts and the conclusion that some or all of the deferred tax assets are more likely than not to be realizable. Therefore, the Company believes that there is a possibility that some or all of the valuation allowance could be released in the foreseeable future.

Payments under Tax Receivable Agreement

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the IRS or another tax authority may challenge all or a part of the existing tax basis, tax basis increases, or other tax attributes subject to the Tax Receivable Agreement, and a court could sustain such challenge. The parties to the Tax Receivable Agreement will not reimburse us for any payments previously made if such tax basis is, or other tax benefits are, subsequently disallowed, except that any excess payments made to a party under the Tax Receivable Agreement will be netted against future payments otherwise to be made under the Tax Receivable Agreement, if any, after the determination of such excess.

If we experience a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, any plan of liquidation and other forms of business combinations or changes of control) or the Tax Receivable Agreement terminates early (at our election or as a result of a breach, including a breach for our failing to make timely payments under the Tax Receivable Agreement for more than three months, except in the case of certain liquidity exceptions), we could be required to make a substantial, immediate lump-sum payment based on the present value of hypothetical future payments that could be required under the Tax Receivable Agreement. The calculation of the hypothetical future payments would be made using certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) the sufficiency of taxable income to fully utilize the tax benefits, (ii) any OPAL Fuels Common Units (other than those held by us) outstanding on the termination date are exchanged on the termination date and (iii) the utilization of certain loss carryovers over a certain time period. Our ability to generate net taxable income is subject to substantial uncertainty. Accordingly, as a result of the assumptions, the required lump-sum payment may be significantly in advance of, and could materially exceed, the realized future tax benefits to which the payment relates.

As a result of either an early termination or a change of control, we could be required to make payments under the Tax Receivable Agreement that exceed our actual cash savings. Consequently, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, assuming no material changes in the relevant tax law, we expect that if we experienced a change of control the estimated Tax Receivable Agreement lump-sum payment would range from approximately $192.0 million depending on OPAL Fuels’ rate of recovery of the tax basis increases associated with the deemed exchange of the OPAL Fuels Common Units (other than those held by us). This estimated Tax Receivable Agreement lump-sum payment is calculated using a discount rate equal to 6.32%, applied against an undiscounted liability of approximately $322.0 million. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price of the shares of Class A common stock at the time of the exchange, and the tax rates then in effect.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Net Income Per Share - Narrative (Details)	12 Months Ended
Net Income Per Share - Narrative (Details)	Dec. 31, 2022 shares
Common Class B
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	144,399,037
Sponsor Earnout Awards
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	763,908
OPAL Earnout Awards
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	10,000,000

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents, and restricted cash consisted of the following as of December 31, 2022 and December 31, 2021


	December 31, 2022		December 31, 2021
Current assets:
Cash and cash equivalents	$	40,394	$	39,314
Restricted cash - current (1)	32,402		—
Long-term assets:
Restricted cash held as collateral (2)	4,425		2,740
Total cash, cash equivalents, and restricted cash	$	77,221	$	42,054

(1) Restricted cash - current primarily consists of (i) $16,849 held in escrow to secure the Company's purchase obligations under the forward purchase agreement with Meteora (See Note.3 Business Combination for additional information). (ii) $5,845 equity contribution to a joint venture in connection with the closing of OPAL Term Loan II (iii)

$1,127 relates to interest reserve on Sunoma Loan and (iv) $8,581 held in a restricted account for funding one of our RNG projects. (2) Restricted cash held as collateral represents the collateral requirements on our debt facilities.

Schedule of Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents, and restricted cash consisted of the following as of December 31, 2022 and December 31, 2021


	December 31, 2022		December 31, 2021
Current assets:
Cash and cash equivalents	$	40,394	$	39,314
Restricted cash - current (1)	32,402		—
Long-term assets:
Restricted cash held as collateral (2)	4,425		2,740
Total cash, cash equivalents, and restricted cash	$	77,221	$	42,054

Changes in the Asset Retirement Obligation

The changes in the asset retirement obligations were as follows as of December 31, 2022:


	December 31, 2022
Balance, December 31, 2021	$	5,738
Addition	397
Accretion expense	121
Total asset retirement obligation	6,256
Less: current portion	(1,296)
Total asset retirement obligation, net of current portion	$	4,960

Disaggregation of Revenue By Product Line

The following table shows the disaggregation of revenue according to product line:


	Twelve Months Ended December 31,
	2022		2021
Renewable power sales	$	33,881	$	40,259
Third party construction	49,458		32,630
Service	16,449		17,056
Brown gas sales	38,356		12,257
Environmental credits	86,901		55,863
Parts sales	4,391		755
Operating agreements	893		3,172
Other	328		56
Total revenue from contracts with customers	230,657		162,048
Lease revenue (1)	4,874		4,076
Total revenue	$	235,531	$	166,124

(1) Lease revenue relates to approximately twenty-two fuel purchasing agreements our of which we have two of our RNG fuel stations with minimum take or pay provisions and revenue from power purchase agreements at two of our Renewable Power facilities where we determined that we transferred the right to control the use of the power plant to the purchaser. The Company classified them as operating leases under ASC 840 and made the election not to re-assess the classification upon adoption of ASC 842 on January 1, 2022. On August 25, 2022, one of the above fuel purchase agreements was amended which required the Company to re-assess the contract under ASC 842. The Company determined that the contract is no longer considered a lease under ASC 842. The lease revenue line above includes revenue for that contract only from January 1, 2022 to August 31, 2022. Please see Note.9 Leases for additional information.

Schedule of Other Income

The following table shows the items consisting of items recorded as Other income:


	Twelve Months Ended December 31,
	2022		2021
Gain on redemption of Note receivable	1,943		—
Other income	$	1,943	$	—

Receivables, Contract Assets and Contract Liabilities From Contracts With Customers

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers:


	December 31, 2022		December 31, 2021
Accounts receivable, net	$	31,083	$	25,391
Contract assets:
Cost and estimated earnings in excess of billings	$	7,027	$	5,989
Accounts receivable retainage, net	2,744		2,495
Contract assets total	$	9,771	$	8,484
Contract liabilities:
Billings in excess of costs and estimated earnings	$	8,013	$	9,785
Contract liabilities total	$	8,013	$	9,785

Useful Lives of Property, Plant and Equipment, Net

Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:


Plant and equipment						5 - 30 years
CNG/RNG fueling stations						10-20 years
Construction in progress						N/A
Buildings						40 years
Land						N/A
Service equipment						5-10 years
Leasehold improvements						shorter of lease term or useful life
Vehicles						7 years
Office furniture and equipment						5-7 years
Computer software						3 years
Other						7 years

Property, plant, and equipment, net, consisted of the following as of December 31, 2022 and December 31, 2021:


	December 31, 2022		December 31, 2021
Plant and equipment	$	201,655	$	161,387
CNG/RNG fueling stations	34,567		27,892
Construction in progress (1)	152,105		62,616
Buildings	2,585		2,544
Land	1,303		1,303
Service equipment	1,888		1,521
Leasehold improvements	815		815
Vehicles	313		407
Office furniture and equipment	307		302
Computer software	277		277
Vehicles - finance leases	1,236		—
Other	487		416
	397,538		259,480
Less: accumulated depreciation	(100,215)		(89,710)
Property, plant, and equipment, net	$	297,323	$	169,770

(1) Includes $3,081 of interest capitalized from our general borrowings for the year ended December 31, 2022 and $861 of interest capitalized on our Sunoma Loan for the year ended December 31, 2021.

Property, Plant, and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Useful Lives of Property, Plant and Equipment, Net

Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:


Plant and equipment						5 - 30 years
CNG/RNG fueling stations						10-20 years
Construction in progress						N/A
Buildings						40 years
Land						N/A
Service equipment						5-10 years
Leasehold improvements						shorter of lease term or useful life
Vehicles						7 years
Office furniture and equipment						5-7 years
Computer software						3 years
Other						7 years

Property, plant, and equipment, net, consisted of the following as of December 31, 2022 and December 31, 2021:


	December 31, 2022		December 31, 2021
Plant and equipment	$	201,655	$	161,387
CNG/RNG fueling stations	34,567		27,892
Construction in progress (1)	152,105		62,616
Buildings	2,585		2,544
Land	1,303		1,303
Service equipment	1,888		1,521
Leasehold improvements	815		815
Vehicles	313		407
Office furniture and equipment	307		302
Computer software	277		277
Vehicles - finance leases	1,236		—
Other	487		416
	397,538		259,480
Less: accumulated depreciation	(100,215)		(89,710)
Property, plant, and equipment, net	$	297,323	$	169,770

(1) Includes $3,081 of interest capitalized from our general borrowings for the year ended December 31, 2022 and $861 of interest capitalized on our Sunoma Loan for the year ended December 31, 2021.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and includes the accounts of the Company and all other entities in which the Company has a controlling financial interest: Fortistar Methane 3 LLC (“FM3”), Fortistar Methane 4 LLC, Beacon RNG LLC (“Beacon”) Sunoma Holdings, LLC (“Sunoma”), Emerald RNG LLC (“Emerald”), Sapphire RNG LLC (“Sapphire”), New River LLC (“New River”), Reynolds NRG LLC (“Reynolds”), Central Valley LLC (“Central Valley”), Prince William RNG LLC (“Prince William”), Fortistar Contracting LLC, Fortistar RNG LLC, and OPAL Fuel station services LLC (“Fuel station services”). The Company’s consolidated financial statements include the assets and liabilities of these subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The non-controlling interest attributable to the Company's variable interest entities ("VIE") are presented as a separate component from the Stockholders' (deficit) equity in the consolidated balance sheets and as a non-redeemable non-controlling interests in the consolidated statements of changes in redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' (deficit) equity.

Variable Interest Entities

Our policy is to consolidate all entities that we control by ownership of a majority of the outstanding voting stock. In addition, we consolidate entities that meet the definition of a variable interest entity (“VIE”) for which we are the primary beneficiary. The Company applies the VIE model from ASC 810 when the Company has a variable interest in a legal entity not subject to a scope exception and the entity meets any of the five characteristics of a VIE. The primary beneficiary of a VIE is considered to be the party that both possesses the power to direct the activities of the entity that most significantly impact the entity’s economic performance and has the obligation to absorb losses or the rights to receive benefits of the VIE that could be significant to the VIE. To the extent a VIE is not consolidated, the Company evaluates its interest for application of the equity method of accounting. Equity method investments are included in the consolidated balance sheets as “Investments in other entities.”

As of December 31, 2022 and December 31, 2021, the Company held equity interests in five VIEs: Sunoma, GREP BTB Holdings LLC (“GREP”), Emerald RNG LLC (“Emerald”), Sapphire RNG LLC (“Sapphire”) and Central Valley. GREP has been presented as an equity method investment and the remaining four VIEs Sunoma, Emerald, Sapphire and Central Valley are consolidated by the Company. Investments in unconsolidated entities in which the Company can influence the operating or financial decisions are accounted for under the equity method. As of December 31, 2022 and 2021, the Company accounted for its ownership interests in Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road") and GREP BTB Holdings LLC ("GREP") under the equity method. The Company's interests in Beacon for the period between January 1, 2021 and April 30, 2021 were accounted for under the equity method. Beacon was consolidated after acquisition of remaining ownership interests increasing the ownership interest from 44.3% to 100% on May 1, 2021.

Business Combination

The Business Combination was accounted for as a reverse recapitalization as OPAL Fuels was determined to be the accounting acquirer under Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 805, Business Combinations. OPAL HoldCo held a controlling financial interest in OPAL Fuels prior to the closing

date. At transaction close, OPAL HoldCo obtained a controlling financial interest in the Company and indirectly retained control over OPAL Fuels through the Company. OPAL HoldCo did not relinquish control over OPAL Fuels during the transaction, instead it affected a transfer of a controlled subsidiary (i.e., OPAL Fuels) to a newly-controlled subsidiary (i.e., OPAL Fuels Inc) and in exchange for issuing Class A common units of OPAL Fuels for the net assets of the Company. As there was no change in control, OPAL Fuels has been determined to be the accounting acquirer. Under this method of accounting, ArcLight is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the transaction is treated as the equivalent of OPAL Fuels issuing stock for the net assets of ArcLight, accompanied by a recapitalization. The net assets of ArcLight are stated at historical cost, with no goodwill or other intangible assets recorded. Results of operations prior to Business Combination are presented as belonging to OPAL Fuels in future reports of the combined entity. The recapitalization had no effect on reported net loss and comprehensive income, cash flows, total assets or members' equity as previously reported. See Note 3. Business Combination, for additional information.

The Business Combination resulted in an umbrella partnership corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies (operating as partnerships) undertaking an initial public offering. The Up-C structure allowed OPAL Fuels equity holders to retain their equity ownership in OPAL Fuels, an entity that is classified as a partnership for U.S. federal income tax purposes, and provides potential future tax benefits for the Company when the OPAL Fuels equity holders ultimately redeem their pass-through interests for shares of Class A common stock in OPAL Fuels Inc.

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the residual value of the useful lives of our property, plant and equipment, the fair value of stock-based compensation, asset retirement obligations, the estimated losses on our trade receivables, percentage completion for revenue recognition, incremental borrowing rate for calculating the right-of-use assets and lease liabilities, the fair value of the Convertible Note Payable (as defined below), the impairment assessment of goodwill, and the fair value of derivative instruments. Actual results could differ from those estimates.

Accounting Pronouncements

In February 2016, the FASB issued Leases (Topic 842) requiring lessees to record the assets and liabilities for operating leases on the balance sheet. This standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. In April 2020, the FASB voted to defer the effective date for Leases for private companies and certain not-for-profit entities for one year.

The Company adopted ASC 842 as of January 1, 2022 and evaluated all of its contracts and recorded right-of-use assets and corresponding lease liabilities on its consolidated balance sheet as of December 31, 2022. The Company adopted ASC 842 using the modified retrospective transition method of adoption. Under this method, the cumulative effect of applying the new lease standard is recorded with no restatement of any comparative prior periods presented. As provided by ASC 842, the Company elected to record the required cumulative effect adjustments to the opening balance sheet in the period of adoption rather than in the earliest comparative period presented. As a result, prior periods as reported by the Company have not been impacted by the adoption.

In connection with its adoption of ASC 842, the Company elected the "package of 3" practical expedients permitted under the transition guidance which are described below in which the Company is:

• Allowed not to reassess whether any expired or existing contracts are or contain leases.

• Allowed not to reassess any expired or existing lease classifications.

• Allowed not to reassess initial direct costs for any existing leases.

Additionally, the Company elected the practical expedient allowed under the transition guidance of ASC 842 to not separate the lease and non-lease components related to a lease contract and to account for them as a single lease component for the purposes of the recognition and measurement requirements of ASC 842.

The Company elected not to use the practical expedient of hindsight in determining the lease term and in assessing the impairment of the Company's lease right-of-use assets.

The Company elected to not to recognize right-of-use assets and related lease liabilities for short term leases with the original lease term of less than 12 months.

As required by ASC 842, the Company's disclosures around its leasing activities have been significantly expanded to enable users of our consolidated financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. Please see Note 9 Leases for additional information.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses, with the objective of providing financial statement users information about the credit risk inherent in an entity’s financial statements as well as to explain management’s estimate of expected credit losses and the changes in the allowance for such losses. This standard is effective for the Company from March 31, 2023. The Company does not expect to have a material impact to its financial statements upon adoption.

In June 2022, the FASB issued Accounting Standards Update ("ASU") 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions which states that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and therefore, is not considered in measuring fair value. The ASU clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The ASU requires an entity to disclose (i) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet (ii) the nature and remaining duration of the restriction and (iii) the circumstances that could cause a lapse in the restriction. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years for public entities and fiscal year beginning December 15, 2024 for all other entities. The Company is currently evaluating the impact on its financial statements of adopting this standard.

Emerging Growth Company Status

We are an emerging growth company as defined in the JOBS Act. The JOBS Act provides emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company. As part of these exemptions, we need only provide two fiscal years of audited financial statements instead of three, we have reduced disclosure obligations such as for executive compensation, and we are not required to comply with auditor attestation requirements from Section 404(b) of the Sarbanes-Oxley Act regarding our internal control over financial reporting. Additionally, the JOBS Act has allowed us the option to delay adoption of new or revised financial accounting standards until private companies are required to comply with new or revised financial accounting standards.

Cash, Cash Equivalents, and Restricted Cash

Cash, cash equivalents, and restricted cash consisted of the following as of December 31, 2022 and December 31, 2021


	December 31, 2022		December 31, 2021
Current assets:
Cash and cash equivalents	$	40,394	$	39,314
Restricted cash - current (1)	32,402		—
Long-term assets:
Restricted cash held as collateral (2)	4,425		2,740
Total cash, cash equivalents, and restricted cash	$	77,221	$	42,054

$1,127 relates to interest reserve on Sunoma Loan and (iv) $8,581 held in a restricted account for funding one of our RNG projects.

(2) Restricted cash held as collateral represents the collateral requirements on our debt facilities.

Short term investments

The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity greater than three months at the time of purchase to be short term investments. The Short term investments of $64,976 consists of cash received upon closing of the Business Combination invested in money market accounts with maturities ranging between 1 and 12 months as of December 31, 2022. The amounts in these money market accounts are liquid and available for general use.

Our short term investments are generally invested in commercial paper issued by highly credit worthy counter parties and government backed treasury bills. Investments are generally not FDIC insured and we take counter party risk on these investments.

Transaction costs

Transaction costs consists of direct legal, consulting, audit and other fees related to the consummation of the Business Combination and other debt facilities. These costs were initially capitalized as incurred and recorded as Deferred financing costs in the consolidated balance sheet. Upon the completion of the Business Combination, transaction costs directly related to the issuance of shares were recognized as an offset to additional paid-in capital within the consolidated statements of changes in redeemable non-controlling interest, redeemable preferred non-controlling interest and stockholders' (deficit) equity. The Company incurred $8,097 in transaction costs consisting of legal and professional fees, which were recorded as an offset to additional paid-in capital. As of December 31, 2022, the Company recorded $3,013 as deferred financing costs related to OPAL Term Loan II on its consolidated balance sheet. There have been no borrowings to date under that debt facility.

Derivative warrant liabilities

The Company assumed the Public Warrants and Private Warrants upon the completion of the Business Combination. The Company accounted for warrants for shares of the Company's stock that are not indexed to its own stock as liabilities at fair value on the consolidated balance sheet. The warrants were remeasured at each balance sheet date and any change in fair value is recognized in the Company's consolidated statement of operations as part of change in fair value of derivative instruments, net. In December 2022, the Warrants were exchanged in an exchange offer for shares of Class A common stock. The loss on the exchange of $3,368 was recorded as part of Other (expense) income in its consolidated statement of operations for the year ended December 31, 2022. The Company incurred $1147 in third party legal fees and advisor fees relating to the transaction which were expensed as incurred and included in Selling, general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2022.

Earnout Awards

In connection with the Business Combination and pursuant to a sponsor letter agreement, the Sponsor agreed to subject 10% of its Class A common stock (received as a result of the conversion of its ArcLight Class B ordinary shares immediately prior to the closing) to vesting and forfeiture conditions relating to VWAP targets for the Company's Class A common stock sustained over a period of 60 months following the closing. OPAL Fuels equity holders are eligible to receive an aggregate of 10,000,000 shares of Class B and Class D common stock upon the Company achieving each earn-out event during the earn-out period. The Earnout Awards were recognized at fair value on the Closing Date and classified as a liability which is remeasured at each balance sheet date and any change in fair value is recognized in the Company's consolidated statement of operations as part of change in fair value of derivative instruments, net. For the year ended December 31, 2022, the Company recorded a total gain of $37,111 from the Sponsor and OPAL earn-out awards in its consolidated statement of operations.

Put option on forward purchase agreement

Prior to the closing of Business Combination, the Company entered into a forward purchase agreement with Meteora Capital Partners ("Meteora") pursuant to which Meteora agreed to purchase 2,000,000 shares of Class A common stock from shareholders who had previously tendered such shares for redemption but agreed to reverse their redemption

and sell such shares to Meteora at the redemption price. The Company placed $20,040 in escrow at the closing of the Business Combination to secure its purchase obligation to repurchase these 2,000,000 shares at Meteora’s option for a price of $10.02 per share on the date that is six months after closing of the Business Combination. The cash plus earned interest is recorded as Restricted cash - current in the Company's consolidated balance sheet as of December 31, 2022. The put option written to Meteora on 2,000,000 shares of Class A common stock is recorded as a liability under Topic 480 Distinguishing Liabilities from Equity with the change in the fair market value recognized in the consolidated statement of operations as part of change in fair value of derivative instruments, net. For the year ended December 31, 2022, the Company recorded a gain of $134 in its consolidated statement of operations. See Note.3 Business Combination and Note 10. Derivative Financial Instruments and Fair Value Measurements for additional information.

Redeemable non-controlling interests

Redeemable non-controlling interests represent the portion of OPAL Fuels that the Company controls and consolidates but does not own. The Redeemable non-controlling interest was created as a result of the Business Combination and represents 144,399,037 Class D Units issued by OPAL Fuels to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the consolidated statement of operations.

At each balance sheet date, the mezzanine equity classified Redeemable non-controlling interests is adjusted up to their maximum redemption value if necessary, with an offset in Stockholders' equity. As of December 31, 2022, the Company recorded an adjustment of $908,008.

Stock-based compensation

The Company issues stock-based compensation utilizing both stock options and stock grants. In accordance with ASC 718, Stock Compensation, ("ASC 718"), stock-based compensation is measured at the fair value of the award at the date of grant and recognized over the period of vesting on a straight-line basis using the graded vesting method. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model. Please see Note 17. Stock-Based Compensation, for additional information. Forfeitures are recognized as they occur.

Net income per share

The Business Combination was accounted for as a reverse recapitalization as OPAL Fuels was determined to be the accounting acquirer under FASB ASC Topic 805, Business Combinations. Accordingly, for accounting purposes, the transaction is treated as the equivalent of OPAL Fuels issuing stock for the net assets of ArcLight, accompanied by a recapitalization.

The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period.

The Company's diluted earnings per share includes effects of the Company's outstanding Redeemable non-controlling interests (OPAL Fuels Class B units), Restricted Stock Units, the put option a forward purchase agreement, redeemable preferred non-controlling interests, Sponsor Earnout Awards and OPAL Earnout Awards.

Accounts Receivable, Net

Accounts receivable represent amounts due from the sale of RNG, natural gas, gas transportation, construction contracts, service contracts, environmental attributes, electricity, capacity, and LFG. The accounts receivable are the net estimate realizable value between the invoiced accounts receivable and allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition to determine and estimate the allowance for doubtful accounts. The accounts receivable are the net estimate of the realizable value between the invoiced accounts receivable and allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition to determine and estimate the allowance for doubtful accounts.

The Company's allowance for doubtful accounts was $0 and $— at December 31, 2022 and December 31, 2021.

Fuel Tax Credit Receivable/Payable

At December 31, 2022, the Company accrued federal fuel tax credits of $0.50 per gasoline gallon equivalent of CNG that the Company sold as vehicle fuel in 2022. At December 31, 2022 and 2021, fuel tax credits receivable were $4,144 and $2,393, respectively. Under the terms of its fuel sales agreements with certain of its customers, the Company is obligated to share portions of these tax credits. At December 31, 2022 and 2021, the amounts of fuel tax credits owed to customers were $3,320 and $1,978, respectively. The Company recorded its portion of tax credits earned as a reduction to cost of sales — RNG fuel in the consolidated statements of operations.

Asset Retirement Obligation

The Company accounts for asset retirement obligations in accordance with FASB ASC 410, Asset Retirement and Environmental Obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The fair value of the estimated asset retirement obligations is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The discounted asset retirement costs capitalized amount are accreted over the life of the sublease or site lease agreement. Asset retirement obligations are deemed Level 3 fair value measurements as the inputs used to measure the fair value are unobservable. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions.

As of December 31, 2022 and December 31, 2021, the Company estimated the value of its total asset retirement obligations to be $6,256 and $5,738, respectively.

The changes in the asset retirement obligations were as follows as of December 31, 2022:


	December 31, 2022
Balance, December 31, 2021	$	5,738
Addition	397
Accretion expense	121
Total asset retirement obligation	6,256
Less: current portion	(1,296)
Total asset retirement obligation, net of current portion	$	4,960

Revenue Recognition

The Company’s revenue arrangements generally consist of a single performance obligation to transfer goods or services. Revenue from the sale of RNG, CNG and, electricity is recognized by applying the “right to invoice” practical expedient within the accounting guidance for Revenue from Contracts with Customers that allows for the recognition of revenue from performance obligations in the amount of consideration to which there is a right to invoice the customer and when the amount for which there is a right to invoice corresponds directly to the value transferred to the customer. For some public CNG Fueling Stations where there is no contract with the customer, the Company recognizes revenue at the point in time that the customer takes control of the fuel.

The Company also performs maintenance services throughout the country. Maintenance consists of monitoring equipment and replacing parts as necessary to ensure optimum performance. Revenue from service agreements is recognized over time as services are provided. Capacity payments fluctuate based on peak times of the year and revenues from capacity payments are recognized monthly as earned.

The Company has agreements with two natural gas producers ("Producers") to transport Producers' natural gas using the Company's RNG gathering system. The performance obligation is the delivery of Producers' natural gas to an agreed delivery point on an interstate gas pipeline. The quantity of natural gas transported for the Producers is measured at a

certain specified meter. The price is fixed at contracted rates and the Producers pay approximately 30 days after month-end. As such, transportation sales are recognized over time, using the output method to measure progress.

The Company provides credit monetization services to customers that own renewable gas generation facilities. The Company recognizes revenue from these services as the credits are minted on behalf of the customer. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as Environmental credits held for sale within current assets based on their estimated fair value at contract inception. When the Company receives RINs or LCFSs as payment for providing credit monetization services, it records the non-cash consideration in inventory based on the fair value of RINs or LCFSs at contract commencement.

On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra, a related party, for the environmental attributes generated by the RNG Fuels business. Under this agreement, the Company is committed to sell a minimum of 90% of the environmental attributes generated and will receive net proceeds based on the agreed upon price less a specified discount. A specified volume of environmental attributes sold per quarter will incur a discount fee per environmental attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the year ended December 31, 2022, the Company earned net revenues after discount and fees of $76,920 under this contract which was recorded as part of Revenues - RNG fuel.

Sales of environmental attributes such as RINs, RECs, and LCFS are generally recorded as revenue when the certificates related to them are delivered to a buyer. However, the Company may recognize revenue from the sale of such environmental attributes at the time of the related RNG or renewable power sales when the contract provides that title to the environmental attributes transfers at the time of production, the Company's price to the buyer is fixed, and collection of the sales proceeds occurs within 60 days after generation of the renewable power.

Management operating fees are earned for the operation, maintenance, and repair of the gas collection system of a landfill site. Revenue is calculated on the volume of per million British thermal units of LFG collected and the megawatt hours ("MWhs") produced at that site. This revenue is recognized when LFG is collected and renewable power is delivered.

The Company has various fixed price contracts for the construction of Fueling Stations for customers. Revenues from these contracts, including change orders, are recognized over time, with progress measured by the percentage of costs incurred to date compared to estimated total costs for each contract. This method is used as management considers costs incurred to be the best available measure of progress on these contracts. Costs capitalized to fulfill certain contracts were not material in any of the periods presented.

The Company owns Fueling Stations for use by customers under fuel sale agreements. The Company bills these customers at an agreed upon price for each gallon sold and recognizes revenue based on the amounts invoiced in accordance with the "right to invoice" practical expedient. For some public stations where there is no contract with the customer, the Company recognizes revenue at the point-in-time that the customer takes control of the fuel.

The Company from time-to-time enters into fuel purchase agreements with customers whereby the Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. In accordance with the standards of ASC 840, Leases, the Company has concluded these agreements meet the criteria for a lease and are classified as operating leases. Typically, these agreements do not require any minimum consumption amounts and, therefore, no minimum payments. Upon adoption of ASC 842, the Company adopted the practical expedient not to reassess the classification. For additional information on lease revenues earned, please see Note 9. Leases.

Disaggregation of Revenue

The following table shows the disaggregation of revenue according to product line:


	Twelve Months Ended December 31,
	2022		2021
Renewable power sales	$	33,881	$	40,259
Third party construction	49,458		32,630
Service	16,449		17,056
Brown gas sales	38,356		12,257
Environmental credits	86,901		55,863
Parts sales	4,391		755
Operating agreements	893		3,172
Other	328		56
Total revenue from contracts with customers	230,657		162,048
Lease revenue (1)	4,874		4,076
Total revenue	$	235,531	$	166,124

For the year ended December 31, 2022 and 2021, 21% and 28.9%, respectively of revenue was recognized over time, and the remainder was for products and services transferred at a point in time.

Other income

The following table shows the items consisting of items recorded as Other income:


	Twelve Months Ended December 31,
	2022		2021
Gain on redemption of Note receivable	1,943		—
Other income	$	1,943	$	—

Contract Assets

Contract assets consist primarily of costs and estimated earnings in excess of billings and retainage receivables. Costs and estimated earnings in excess of billings represent unbilled amounts earned and reimbursable under construction contracts and arise when revenues have been recognized but amounts are conditional and have yet to be billed under the terms of the contract. Included in costs and estimated earnings in excess of billings are amounts the Company will collect from customers, changes in contract specifications or design, costs associated with contract change orders in dispute or unapproved as to scope or price, or other customer-related causes of unanticipated contract costs. Amounts become billable according to contract terms, which consider the progress on the contracts as well as achievement of certain milestones and completion of specified units of work. Except for claims, such amounts will be billed over the remaining life of the contract.

Contract Liabilities

Contract liabilities consist of billings in excess of costs and estimated earnings, other deferred construction revenue and general provisions for losses, if any. Billings in excess of costs and estimated earnings represent cash collected from customers and billings to customers in advance of work performed. Such unearned project-related costs will be incurred over the remaining life of the contract.

Contract Balances

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers:


	December 31, 2022		December 31, 2021
Accounts receivable, net	$	31,083	$	25,391
Contract assets:
Cost and estimated earnings in excess of billings	$	7,027	$	5,989
Accounts receivable retainage, net	2,744		2,495
Contract assets total	$	9,771	$	8,484
Contract liabilities:
Billings in excess of costs and estimated earnings	$	8,013	$	9,785
Contract liabilities total	$	8,013	$	9,785

During the twelve months ended December 31, 2022, the Company recognized revenue of $9,785 that was included in "Contract liabilities" at December 31, 2021. During the twelve months ended December 31, 2021, the Company recognized revenue of $4,678 that was included in "Contract liabilities" at December 31, 2020.

Parts Inventory

Parts inventory, also referred to as supplies inventory, consists of shop spare parts inventory and construction site parts inventory. Inventory is stated at the lower of cost or net realizable value. The substantial amount of inventory is identified, tracked and treated as finished goods. An annual review of inventory is performed to identify obsolete items. The Company’s inventory reserves were $— and $— as of December 31, 2022 and 2021, respectively. Cost is determined using the average cost method.

Capital Spares

Capital spares consist primarily of large replacement parts and components for the RNG facilities and power plants. These parts, which are vital to the continued operation of the RNG facilities and power plants and require a substantial lead time to acquire, are maintained on hand for emergency replacement. Capital spares are recorded at cost and expensed when placed into service as part of a routine maintenance project or capitalized when part of a plant improvement project.

Property, Plant, and Equipment, net

Property, plant, and equipment are recorded at cost, except for the portion related to asset retirement obligations, which are recorded at estimated fair value at the time of inception. Direct costs related to the construction of assets and renewals and betterments that materially improve or extend the life of the assets are capitalized. Additionally, any interest expense incurred on any outstanding construction loans such as interest on our Sunoma loan is capitalized to the specific project. Replacements, maintenance, and repairs that do not improve or extend the life of the respective assets are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:


Plant and equipment						5 - 30 years
CNG/RNG fueling stations						10-20 years
Construction in progress						N/A
Buildings						40 years
Land						N/A
Service equipment						5-10 years
Leasehold improvements						shorter of lease term or useful life
Vehicles						7 years
Office furniture and equipment						5-7 years
Computer software						3 years
Other						7 years

When plant and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed, and a gain or loss is recognized in the consolidated statements of operations. The Company capitalizes costs related to the development and construction of new projects when there is a significant likelihood that the project will be constructed for its intended use. This is determined based on the attainment of certain milestones, including, but not limited to, the receipt of permits; final negotiation of major contracts including gas rights agreements, gas transportation and engineering, procurement and construction contracts. Costs incurred prior to this time are expensed. Additionally, the Company capitalizes any interest incurred on its generic borrowings during the construction phase until the project becomes operational.

Environmental credits held for sale

RNG inventory relates to storage of an equivalent amount of RNG production from our new RNG facilities during their RIN and LCFS certification period. It is sold to various customers at market prices upon obtaining RIN or LCFS certification. It is recorded at cost and adjusted to its net realizable value at each balance sheet date.

Fuel Station Services Construction Backlog

The Company's remaining performance obligations ("backlog") represent the unrecognized revenue value of its contract commitments. The Company's backlog may significantly vary each reporting period based on the timing of major new contract commitments. At December 31, 2022, the Company had a backlog of $65,657 of which $58,258 is anticipated to be recognized as revenue in the next 12 months.

Major Maintenance

Major maintenance is a component of maintenance expense and encompasses overhauls of internal combustion engines, gas compressors and electrical generators. Major maintenance is expensed as incurred. Major maintenance expense was $4,701 and $5,946 for the years ended December 31, 2022 and 2021 respectively, and is included in cost of sales — renewable power in the consolidated statements of operations.

Goodwill

Goodwill represents the excess of purchase price of an acquisition over the fair value of net assets acquired in a business combination subject to ASC 805, Business Combinations. Goodwill is not amortized, but the potential impairment of goodwill is assessed at least annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. Accounting rules require that the Company test at least annually, or more frequently when a triggering event occurs that indicates that the fair value of the reporting unit may be below its carrying amount, for possible goodwill impairment in accordance with the provisions of ASC 350-10. The Company performs its annual test in fourth quarter of each year.

During 2020, the Company has adopted the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2017-04, Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment. Under this guidance, the Company performed qualitative test for goodwill on Beacon and Trustar for the year ended December 31, 2022. As a result of these tests, the Company determined that the fair value of its reporting unit exceeded its carrying value and, thus, the Company determined that goodwill was not impaired.

Intangible Assets and Liabilities

Identifiable intangible assets consist of three PPAs, one fueling station contract, one transmission/distribution interconnection, and the cost of intellectual property all of which are amortized using the straight-line method over the underlying applicable contract periods or useful lives which range from five to twenty years.

The PPA intangible liabilities are amortized using the straight-line method over their contract life. Amortization related to these intangible liabilities is included in RNG fuel revenue and Renewable power revenue, respectively, in the consolidated statements of operations.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are impaired, the impairment to be recognized is measured by the amount that the carrying amounts of the assets exceed the fair value of the assets. Assets disposed of are reported at the lower of the carrying amount or fair value less selling costs. There was no material impairment expense booked for the years ended December 31, 2022 and 2021.

Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, and/or (ii) information available regarding the current market value for such assets. We use our best estimates in making these evaluations and consider various factors, including future pricing and operating costs. However, actual future market prices and project costs could vary from the assumptions used in our estimates and the impact of such variations could be material.

Derivative Instruments

The Company estimates the fair value of its derivative instruments using available market information in accordance with ASC 820 for fair value measurements and disclosures of derivatives. Derivative instruments are measured at their fair value and recorded as either assets or liabilities unless they qualify for an exemption from derivative accounting measurement such as normal purchases and normal sales. All changes in the fair value of recognized derivatives are recognized currently in earnings.

The Company enters into electricity forward sale agreements. Some of these electricity forward sale agreements meet the definition of a derivative but qualify for the normal purchases and normal sales exception from derivative accounting treatment. In accordance with authoritative guidance for derivatives, the Company considers both qualitative and quantitative factors when determining whether a contract qualifies for the normal purchases and normal sales exception. There are two electricity forward sales agreements during 2022 that were recorded under the normal purchases and normal sales exception and, therefore, fair value adjustments were not required for the year ended December 31, 2022. Please see Note 10. Derivative Financial Instruments and fair value measurements for additional information.

The Company enters into commodity swap arrangements as economic hedges against market price volatility of Renewable power sales. These commodity swap agreements do not qualify for the normal purchases and normal sales exception and therefore are accounted for as derivatives under ASC 815, Derivatives and Hedging. The Company does not designate its derivative instruments to qualify for hedge accounting. Accordingly, these commodity swap agreements are measured at their fair value and recorded as either current or non-current assets or liabilities and any changes in fair value are recorded as part of Revenues in its consolidated statements of operations for the years ended December 31, 2022 and 2021.

The Company maintains a risk management strategy that incorporates the use of interest rate swaps to minimize significant fluctuation in cash flows and/or earnings that are caused by interest rate volatility. The Company designated the interest rate swaps as cash flow hedges applies hedge accounting. The Company records the fair value of the interest rate swap as an asset or liability on its consolidated balance sheet. The effective portion of the swap is recorded in Accumulated other comprehensive income.

Vulnerability Due to Certain Concentrations

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, short term investments, derivative instruments and trade accounts receivable. The Company holds cash, cash equivalents and restricted cash at several major financial institutions, much of which exceeds FDIC insured limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with any one financial institution and monitor the credit ratings of those institutions. While the Company may be exposed to credit losses due to the nonperformance of the holders of its deposits, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows or financial condition.

Income Taxes

As a result of the Business Combination, the Company is the sole managing member of OPAL Fuels. OPAL Fuels is a limited liability company that is treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income taxes. Any taxable income or loss generated by OPAL Fuels is passed through to and included in the taxable income or loss of its members, including the Company, on a pro-rata basis, subject to applicable tax regulations.

The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company calculates the interim tax provision in accordance with the provisions of ASC Subtopic 740-270, Income Taxes; Interim Reporting. For interim periods, the Company estimates the annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes.

Significant Customers, Vendors and Concentration of Credit Risk

For the year ended December 31, 2022 two customers accounted for 49% of revenue. For the year ended 2021, three customers accounted for 45% of revenue. At December 31, 2022, two customers accounted for 44% of accounts receivable. At December 31, 2021, two customers accounted for 26%, of accounts receivable.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and trade receivables. The Company places its cash with high credit quality financial institutions located in the United States of America. The Company performs ongoing credit evaluations of its customers.

As of December 31, 2022 one vendor accounted for 18.7% of the accounts payable. As of December 31, 2021, no vendors accounted for greater than 10% of the accounts payable.

Investment in other entities

Investment in other entities includes the Company’s interests in certain investees which are accounted for under the equity method of accounting as the Company has determined that the investment provides the Company with the ability to exercise significant influence, but not control, over the investee. The Company’s investments in these nonconsolidated entities are reflected in the Company’s consolidated balance sheet at cost. The amounts initially recognized are subsequently adjusted for the impacts of impairment, capitalized interest and Company’s share of earnings (losses) which are recognized as income (loss) from equity method investments in the consolidated statement of operations after adjustment for the effects of any basis differences. Investments are also increased for contributions made to the investee and decreased by distributions from the investee and classified in the statement of cash flows using the cumulative earnings approach.

The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary. Evidence considered in this evaluation includes, but would not necessarily be limited to, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company’s strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery of its carrying value. If the investment is determined to have a decline in value deemed to be other than temporary, it is written down to estimated fair value in the same period the impairment was identified. For the years ended December 31, 2022 and 2021, the Company did not identify any impairments on its investments in other entities.

Income taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Investment in partnership	$ 26,637	$ 0
163j interest limitation	109	0
Federal NOL carryforward	3,094	0
State NOL carryforward	677	0
Total deferred tax assets	30,517	0
Valuation allowance for deferred tax assets	(30,517)	0
Deferred tax assets, net of valuation allowance	0	0
Deferred tax liabilities:
Total deferred tax liabilities	0	0
Net deferred income tax asset or liability	$ 0	$ 0

Derivative Financial Instruments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Swaps

The following table summarizes the interest rate swaps in place as of December 31, 2022 and December 31, 2021:


Interest rate swap detail					Notional Amount
Trade date	Fixed rate		Start date	End date	December 31, 2022		December 31, 2021

August 15, 2022	2.47	%	June 28, 2024	August 4, 2027	$	41,284	—
August 15, 2022	2.47	%	June 28, 2024	August 4, 2027	20,642		—
					$	61,926	$	—

Derivatives Fair Values on Balance Sheet

The location and amounts of derivatives fair values in the consolidated balance sheets are:


	December 31, 2022		December 31, 2021		Location of Fair Value Recognized in Balance Sheet
Derivatives designated as economic hedges:
Current portion of swaption	$	182	$	—	Derivative financial assets, current portion
Current portion of interest swaps	—		(992)		Derivative financial liability, current portion
Derivatives designated as cash flow hedges:
Non current portion of the interest rate swaps	954		—		Derivative financial assets, non-current portion
	$	1,136	$	(992)

The following table summarizes the derivative assets and liabilities related to commodity swaps as of December 31, 2022 and December 31, 2021


	Fair Value				Location of Fair value recognized in Balance Sheet
	December 31, 2022		December 31, 2021
Derivatives designated as economic hedges
Current portion of unrealized gain on commodity swaps	$	—	$	382	Derivative financial asset, current portion
Current portion of unrealized loss on commodity swaps	(130)		—		Derivative financial liability, current portion

Effect of Derivative Instruments on Statement of Operations

The effect of interest rate swaps on the consolidated statement of operations were as follows:


	Twelve Months Ended December 31,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2022		2021
Interest rate swaps	$	992	$	1,793
Swaption	182		—
Net periodic settlements - interest rate swaps	(676)		(1,694)
	$	498	$	99	Change in fair value of derivative instruments, net

The following table summarizes the effect of commodity swaps on the consolidated statements of operations for the years ended December 31, 2022 and 2021:


Derivatives not designated as hedging instruments	Location of (loss) gain recognized	Twelve Months Ended December 31,
		2022		2021
Commodity swaps - realized loss	Revenues - Renewable power	$	(1,757)	$	(22)
Commodity swaps - unrealized gain (loss)	Revenues - Renewable power	(512)		(1,148)
Total realized and unrealized gain (loss)	Revenues - Renewable power	$	(2,269)	$	(1,170)

Fair Value of Derivative Instruments on Balance Sheet and Effect of Netting Arrangements

The following table summarizes the fair value of interest rate swaps on the Company's consolidated balance sheets and the effect of netting arrangements and collateral on its financial position:


	Gross Amounts of Recognized Assets/(Liabilities)		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets/(Liabilities) in the Balance Sheet
Balance, December 31, 2022:
Interest rate swap asset	$	954	$	—	$	954
Swaption asset	182		—		182
	$	1,136	$	—	$	1,136
Balance, December 31, 2021:
Interest rate swap liability	$	(992)	$	—	$	(992)

Fair Value of Derivative Instruments on Balance Sheet and Effect of Netting Arrangements

The following table summarizes the fair value of interest rate swaps on the Company's consolidated balance sheets and the effect of netting arrangements and collateral on its financial position:


	Gross Amounts of Recognized Assets/(Liabilities)		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets/(Liabilities) in the Balance Sheet
Balance, December 31, 2022:
Interest rate swap asset	$	954	$	—	$	954
Swaption asset	182		—		182
	$	1,136	$	—	$	1,136
Balance, December 31, 2021:
Interest rate swap liability	$	(992)	$	—	$	(992)

Summary of Commodity Swaps And Other Derivatives

The following table summarizes the commodity swaps in place as of December 31, 2022 and December 31, 2021.


Trade Date	Period From	Period To	Notional Quantity per Year (“MWh”)	Average Contract Price (per MWh)
December 31, 2022

October 17, 2022	January 1, 2023	December 31, 2024	70,176	$	68.50
October 17, 2022	January 1, 2023	December 31, 2024	26,280	$	65.50
November 17, 2022	January 1, 2023	December 31, 2024	35,088	$	81.50

December 31, 2021
December 14, 2018	January 1, 2019	September 30, 2022	34,554	$	66.12
October 28, 2021	November 1, 2021	December 31, 2022	30,660	$	48.75
December 27, 2021	January 1, 2022	December 31, 2022	26,280	$	50.75

The following table summarizes the effect of change in fair value of other derivative liabilities on the consolidated statements of operations for the years ended December 31, 2022 and 2021:


Derivative liability	Twelve Months Ended December 31,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2022		2021
Contingent liability payable to non-controlling interest	$	4,365	$	—
Put option to Meteora	134		—
Sponsor Earnout Awards	1,911		—
OPAL Earnout Awards	35,200		—
Public and Private Warrants	(9,027)		—
	$	32,583	$	—	Change in fair value of derivative instruments, net

Assets and Liabilities Measured at Fair Value on Recurring Basis


	Fair value as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	6,256	$	6,256
Convertible Note Payable (1)	—		28,528		—		28,528
Put option with Meteora	—		—		4,466		4,466
Commodity swap contracts	—		130		—		130
Earnout liabilities	—		—		8,790		8,790
Assets:
Short term investments	64,976		—		—		64,976
Swaption	—		182		—		182
Interest rate swaps	$	—	$	954	$	—	$	954


	Fair value as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	5,738	$	5,738
Contingent consideration on acquisition of non-controlling interest (1)	—		—		4,456		4,456
Convertible Note Payable	—		—		58,710		58,710
Interest rate swap	—		992		—		992
Assets:
Commodity swap contracts	—		382		—		382

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI https://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
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+ Details

Investments in Other Entities - Summary of Equity Method Investments (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Aug. 31, 2021

May 31, 2021

Apr. 30, 2021

Increase (Decrease) In Equity Method Investments [Roll Forward]

Beginning balance

$ 47,150

^[1]

$ 25,573

Contribution to equity method investments

597

1,570

Additional investment representing capitalized interest

597

Other comprehensive income

334

Net income from equity method investments

5,784

2,268

Acquisition of remaining ownership interest in Beacon

(27,965)

Deconsolidation of VIEs

45,704

Distributions from return of investment in equity method investment

(2,100)

Ending balance

$ 51,765

47,150

^[1]

Pine Bend

Schedule of Equity Method Investments [Line Items]

Percentage of ownership

50.00%

Increase (Decrease) In Equity Method Investments [Roll Forward]

Beginning balance

$ 21,188

Contribution to equity method investments

Additional investment representing capitalized interest

597

Other comprehensive income

Net income from equity method investments

733

Acquisition of remaining ownership interest in Beacon

Deconsolidation of VIEs

21,188

Distributions from return of investment in equity method investment

Ending balance

$ 22,518

21,188

Noble Road

Schedule of Equity Method Investments [Line Items]

Percentage of ownership

50.00%

Increase (Decrease) In Equity Method Investments [Roll Forward]

Beginning balance

$ 24,516

Contribution to equity method investments

Additional investment representing capitalized interest

Other comprehensive income

Net income from equity method investments

2,749

Acquisition of remaining ownership interest in Beacon

Deconsolidation of VIEs

24,516

Distributions from return of investment in equity method investment

(2,100)

Ending balance

$ 25,165

24,516

GREP

Schedule of Equity Method Investments [Line Items]

Percentage of ownership

20.00%

Increase (Decrease) In Equity Method Investments [Roll Forward]

Beginning balance

$ 1,446

Contribution to equity method investments

1,570

Additional investment representing capitalized interest

Other comprehensive income

334

Net income from equity method investments

2,302

(124)

Acquisition of remaining ownership interest in Beacon

Deconsolidation of VIEs

Distributions from return of investment in equity method investment

Ending balance

$ 4,082

1,446

Beacon

Schedule of Equity Method Investments [Line Items]

Percentage of ownership

44.00%

50.00%

44.30%

Increase (Decrease) In Equity Method Investments [Roll Forward]

Beginning balance

$ 0

25,573

Contribution to equity method investments

Additional investment representing capitalized interest

Other comprehensive income

Net income from equity method investments

2,392

Acquisition of remaining ownership interest in Beacon

(27,965)

Deconsolidation of VIEs

Distributions from return of investment in equity method investment

Ending balance

$ 0

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Reportable Segments and Geographic Information

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Reportable Segments and Geographic Information

The Company is organized into four operating segments based on the characteristics of its renewable power generation, dispensing portfolio, and the nature of other products and services. During the second quarter of 2022, the Company changed its' internal reporting to its executive leadership team ("Chief Operating Decision Makers"). We aligned our reportable segments disclosure to align with the information and internal reporting that is provided to our Chief Operating Decision Makers. Therefore, the Company reassessed its reportable segments and revised all the prior periods to make the segment disclosures comparable.

•RNG Fuel. The RNG Fuel segment relates to all RNG supply and dispensing activities directly related to the generation and sale of brown gas and environmental credits, and consists of

◦Development and construction – RNG facilities in which long term gas right contracts have been, or are in the process of being ratified and the construction of RNG generation facilities.

◦RNG supply operating facilities – This includes the generation, extraction, and sale of RNG - plus associated RINs and LCFSs from landfills.

◦RNG and CNG fuel dispensing stations for vehicle fleets - This includes both dispensing/sale of brown gas and the environmental credit generation and monetization. The Company operates Fueling

Stations that dispense gas for vehicles. This also includes the development and construction of these facilities.

For the year ended December 31, 2022, the Company has accounted for its interests in Pine Bend, Reynolds and Noble Road under the equity method of accounting and the results of operations of Beacon, New River, Central Valley, Emerald, Sapphire and Sunoma were consolidated in its consolidated statement of operations. The Company has accounted for its interest in Beacon under the equity method of accounting for the period between January 1, 2021 and April 30, 2021 and had consolidated for the period between May 1, 2021 and September 30, 2021. The results of operations of Noble Road, Pine Bend, Sunoma and Beacon for the year ended December 31, 2021 were consolidated in its consolidated statement of operations. As of December 31, 2022, Central Valley, Emerald, and Sapphire are not operational. Sunoma became operational in December 2021, Noble Road in January 2022, Pine Bend in September 2022 and New River in April 2022.

•Fuel Station Services. Through its Fuel Station Services segment, the Company provides construction and maintenance services to third-party owners of vehicle Fueling Stations. This segment includes:

◦Service and maintenance contracts for RNG/CNG fueling sites. Includes a manufacturing division that builds Compact Fueling Systems and Defueling systems.

◦Third Party CNG Construction of Fueling Stations - Design/build and serve as general contractor for typically Guarantee Maximum Price or fixed priced contracts for customers typically lasting less than one year.

•Renewable Power Portfolio. The Renewable Power portfolio segment generates renewable power through methane-rich landfills and digester gas collection systems which is then sold to public utilities throughout the United States. The Renewable Power portfolio operates primarily in Southern California.

•Corporate. This segment consists of activities managed and maintained at the Company corporate level primarily including but not limited to:

◦Executive, accounting, finance, sales activities such as: payroll, stock compensation expense, travel and other related costs.

◦Insurance, professional fees (audit, tax, legal etc.).

The Company has determined that each of the four operating segments meets the characteristics of a reportable segment under U.S. GAAP. The Company's activities and assets that are not associated with the four reportable segments are summarized in the "Other" category below. These include corporate investment income, interest income and interest expense, income tax expense, and other non-allocated costs.


	Twelve Months Ended December 31,
	2022		2021
Revenues:
Renewable Power	$	41,713	$	47,317
RNG Fuel	194,369		90,482
Fuel Station Services	70,766		50,443
Other(1)	131		129
Intersegment	(13,435)		(8,066)
Equity Method Investment(s)	(58,013)		(14,181)
	$	235,531	$	166,124

____________

(1) Other includes revenues of Fortistar Contracting LLC.


	Twelve Months Ended December 31,
	2022		2021
Interest and Financing Expense, Net:
Renewable Power	$	(5,261)	$	(3,606)
RNG Fuel	(899)		0
Corporate	(480)		(3,861)
	$	(6,640)	$	(7,467)

____________


	Twelve Months Ended December 31,
	2022		2021
Depreciation, Amortization, and Accretion:
Renewable Power	$	5,696	$	6,072
RNG Fuel	8,542		4,968
Fuel Station Services	846		545
Other(1)	125		128
Equity Method Investment(s)	(2,073)		(1,060)
	$	13,136	$	10,653

(1)Other includes amortization of intangible assets and depreciation expense not allocated to any segment.


	Twelve Months Ended December 31,
	2022		2021
Net income:
Renewable Power	$	(816)	$	(7,245)
RNG Fuel	38,250		61,700
Fuel Station Services	8,607		7,149
Corporate	(19,246)		(23,103)
Equity Method Investment(s)	5,784		2,268
	$	32,579	$	40,769


	Twelve Months Ended December 31,
	2022		2021
Cash paid for Purchases of Property, Plant, and Equipment:
Renewable Power	$	2,001	$	—
Fuel Station Services (1)	7,565		10,792
RNG Fuel	121,844		78,854
	$	131,410	$	89,646

(1) Includes cash paid for finance leases of $863 and $0 for the years ended December 31, 2022 and 2021.


	December 31, 2022		December 31, 2021
Total Assets:
Renewable Power	$	43,468	$	43,728
RNG Fuel	376,933		215,512
Fuel Station Services	90,486		56,567
Corporate and other	82,204		17,887
Equity Method Investment(s)	51,765		47,150
	$	644,856	$	380,844

Geographic Information: The Company's assets and revenue generating activities are domiciled in the United States.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 34
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-based compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Outstanding Restricted Stock Units

The following table shows the outstanding restricted stock units outstanding as of December 31, 2022:


	Restricted stock units	Weighted average fair value per restricted unit on grant date		Aggregate fair value		Vesting terms
Unvested restricted stock units outstanding as of December 31, 2021	—	$	—	$	—
Issued during 2022	428,902	7.94		3,405		100% vesting on October 3, 2023
Forfeitures during 2022	(6,553)	7.94		(52)
Unvested restricted stock units outstanding at December 31, 2022	422,349	$	7.94	$	3,353

Stock-based Compensation Expense

The stock-based compensation expense for the above stock awards under the 2022 Plan as well as Parent Equity Awards is included in the selling, general and administrative expenses:


	Twelve Months Ended December 31,
	2022		2021
2022 Plan	$	830	$	—
Parent Equity Awards	639		639
	$	1,469	$	639

Stock-based compensation - Narrative (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Oct. 04, 2022 USD ($) shares	Jul. 21, 2022 shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 subsidiary	Dec. 31, 2019 subsidiary	Oct. 03, 2022 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued (in shares)			1,000,000	0
Closing share price (in dollars per share) \| $ / shares							$ 7.94
Stock-based compensation expense \| $			$ 1,469	$ 639
2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense \| $			$ 830	$ 0
2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued (in shares)		19,811,726
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted (in shares)	428,902		428,902
Aggregate fair value of grant \| $	$ 3,405
Forfeitures (in shares)			6,553
Profit Interests
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted (in shares)			0
Number of wholly-owned subsidiaries \| subsidiary					4	4
Percentage of issued stock, minimum					34.00%	34.00%
Percentage of issued stock, maximum					37.00%	37.00%
Vesting term (in years)					5 years	5 years
Vested percentage			66.00%	46.00%
Unvested percentage			34.00%	54.00%
Forfeitures (in shares)			0
2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Future compensation to be recognized \| $			$ 2,523
Parent Equity Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Future compensation to be recognized \| $			$ 1,092
Parent Equity Awards \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting term (in years)			1 year
Parent Equity Awards \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting term (in years)			3 years

Subsequent Events (Details) - USD ($) $ in Thousands								12 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	Mar. 24, 2023	Mar. 20, 2023	Jan. 26, 2023	Jan. 23, 2023	Jul. 21, 2022	Jul. 20, 2022	Sep. 21, 2015	Dec. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Stock issued (in shares)								1,000,000	0
Repayment of Senior Secured Credit Facility								$ 58,603	$ 4,901
Meteora \| Forward Purchase Agreement
Subsequent Event [Line Items]
Contingent consideration, escrow					$ 20,040
Meteora \| ArcLight Class A Common Stock \| Forward Purchase Agreement
Subsequent Event [Line Items]
Stock issued (in shares)						2,000,000
Senior Secured Credit Facility
Subsequent Event [Line Items]
Repayment of Senior Secured Credit Facility							$ 14,300
Subsequent Event \| Meteora \| Forward Purchase Agreement
Subsequent Event [Line Items]
Contingent consideration, escrow				$ 16,849
Subsequent Event \| Meteora \| ArcLight Class A Common Stock \| Forward Purchase Agreement
Subsequent Event [Line Items]
Stock issued (in shares)				1,635,783
Subsequent Event \| Sponsor \| Class A common stock
Subsequent Event [Line Items]
Forfeited shares (in shares)			197,258
Subsequent Event \| Senior Secured Credit Facility, term loan \| Senior Secured Credit Facility \| Secured Debt
Subsequent Event [Line Items]
Repayment of Senior Secured Credit Facility		$ 22,750
Subsequent Event \| OPAL Term Loan \| Secured Debt
Subsequent Event [Line Items]
Proceeds from draw down of loan	$ 10,000

Investments in Other Entities - Narrative (Details) - USD ($)
$ in Thousands

1 Months Ended

12 Months Ended

Jul. 15, 2022

Aug. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

Schedule of Equity Method Investments [Line Items]

Note receivable

$ 0

$ 9,200

^[1]

Proceeds from notes receivable

$ 11,555

Proceeds received from paid-in-kind interest

701

288

Proceeds from prepayment of penalty

$ 545

Gain on redemption of Note receivable

1,943

Paid-in-kind interest income

286

406

Note receivable - variable fee component

1,942

$ 1,656

^[1]

Reynolds

Schedule of Equity Method Investments [Line Items]

Percentage of ownership interest acquired

100.00%

Reynolds

Schedule of Equity Method Investments [Line Items]

Note receivable

$ 10,450

Interest rate of note receivable

12.50%

Percentage of note receivable payable in cash

8.00%

Payment-in-kind interest of equity method investment

4.50%

Decrease in interest and financing expense

$ 285

Percentage of revenue based distributions of note receivable

4.25%

Maximum amount of revenue based distributions over term of debt

$ 4,500

Note receivable - variable fee component

$ 1,538

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Intangible Assets, Net - Narrative (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Finite-Lived Intangible Assets [Line Items]

Municipality loan

$ 76

$ 194

^[1]

Amortization expense

694

$ 346

Municipality loan

Finite-Lived Intangible Assets [Line Items]

Municipality loan

$ 76

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Stock-based compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 1,469	$ 639
2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	830	0
Parent Equity Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 639	$ 639

Business Combination (Tables)

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization [Abstract]

Schedule of Recapitalization


Cash proceeds from Arclight, net of redemptions	$	17,775
Cash proceeds from PIPE investors	110,806
Cash in escrow account for the Forward Purchase Agreement	20,040
Less: transaction costs and under writing fees paid (1)	(9,771)
Cash acquired from Business Combination	138,850
Less: warrant liabilities	(13,524)
Less: earnout liabilities	(45,900)
Less: put option with Meteora	(4,600)
Less: Deferred financing costs recorded in additional paid-in-capital (2)	(6,467)
Net additional paid-in capital from Business Combination recorded in Stockholders' equity	$	68,359

(1) Includes $8,041 of Sponsor specific transaction costs paid at closing.

(2) Excludes $1,630 of transaction costs paid at closing and recorded on OPAL Fuels' consolidated balance sheet prior to closing.

The total number of shares of the Company's Class A common stock outstanding immediately following the closing of the Business Combination was 25,671,390, consisting of the following:


						Shares
Class A - Public stockholders						1,752,181
Class A - Sponsor shares (1)						7,779,076
Class A - PIPE investors						11,080,600
Class A - Forward Purchase Agreement						2,000,000
Class A - Ares						3,059,533
						25,671,390
Class D - Opal Fuels equity holders						144,399,037
Total shares issued upon closing of Business Combination						170,070,427

(1) Includes 763,908 Sponsor Earnout Awards subject to vesting and forfeiture conditions.

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business OPAL Fuels Inc. (including its subsidiaries, the "Company", “OPAL,” “we,” “us” or “our”) is a renewable energy company specializing in the capture and conversion of biogas for the (i) production of RNG for use as a vehicle fuel for heavy and medium-duty trucking fleets, (ii) generation of Renewable Power for sale to utilities, (iii) generation and sale of Environmental Attributes associated with RNG and Renewable Power, and (iv) sales of RNG as pipeline quality natural gas. OPAL also designs, develops, constructs, operates and services Fueling Stations for trucking fleets across the country that use natural gas to displace diesel as their transportation fuel. The biogas conversion projects ("Biogas Conversion Projects") currently use landfill gas and dairy manure as the source of the biogas. In addition, we have recently begun implementing design, development, and construction services for hydrogen Fueling Stations, and we are pursuing opportunities to diversify our sources of biogas to other waste streams. The Company (formerly known as ArcLight Clean Transition Corp. II) was incorporated as a Cayman Islands exempted company on January 13, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On December 2, 2021, the Company, OPAL HoldCo LLC ("OPAL Holdco") and OPAL Fuels LLC, a Delaware limited liability company ("OPAL Fuels" or "Opco" ), entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). On July 21, 2022, we closed the Business Combination Agreement and consummated the transactions contemplated thereby (the “Business Combination”). The Business Combination Agreement and the Business Combination were unanimously approved by the boards of directors of the Company and OPAL Fuels, and also approved by OPAL Holdco, the sole member of OPAL Fuels. Pursuant to the Business Combination Agreement, on July 21, 2022, (the "Closing Date"), Arclight changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Following the Domestication, on July 21, 2022, Arclight changed its name to "OPAL Fuels Inc." and each outstanding ArcLight Class B ordinary share converted into one ArcLight Class A ordinary share, each outstanding ArcLight Class A ordinary share became one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and each outstanding warrant to purchase one ArcLight Class A ordinary share became a warrant to purchase one share of the Company's Class A common stock at an exercise price of $11.50 per share. Following the consummation of the Business Combination on July 21, 2022, the Company was organized in an “Up-C” structure. The Company is the managing member of OPAL Fuels. OPAL Fuels directly or indirectly holds substantially all of the consolidated assets and business of the Company. Please see Note 3 Business Combination for additional information. On November 18, 2022, the Company announced the commencement of an exchange offer (the "Offer") and consent solicitation ( the "Consent Solicitation") relating to its outstanding (i) public warrants to purchase shares of Class A common stock of the Company, par value $0.0001 per share, which warrants trade on The Nasdaq Capital Market under the symbol “OPALW”(the “Public Warrants”), and (ii) private placement warrants to purchase shares of Class A common stock (the “Private Placement Warrants” and, together with the public warrants, the “Warrants”). The Company offered to all holders of the Warrants the opportunity to receive 0.250 shares of Class A common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the Company solicited consents from holders of the warrants to amend the warrant agreement that governs all of the warrants (the “Warrant Agreement”) to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.225 shares of Class A common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”). On December 22, 2022, the Company closed on the Offer and the Consent Solicitation. The Company issued 3,309,296 and 497,080 shares of Class A common stock in exchange for the 100% of the outstanding Warrants and recorded $25,920 as fair value of shares of Class A common stock issued based on the weighted average closing share price of $6.80 and $6.87 on December 22, 2022 and December 23, 2022, respectively. The Company recorded $3,368 as loss on exchange of warrants in its consolidated statement of operations for the year ended December 31, 2022. All amounts in these footnotes are presented in thousands of dollars except per share data. COVID-19 Impact In March 2020, the World Health Organization categorized the coronavirus disease 2019 ("COVID-19") as a pandemic and the President of the United States declared the COVID-19 outbreak as a national emergency. Management considered the impact of COVID-19 on the assumptions and estimates used and determined that, because the Company was deemed to be an essential business by the U.S. government and incurred neither layoffs of personnel nor a decline in its customer base or business operations. There was no material adverse impact on the Company's statement of position and result of operations as of, and for the year ended December 31, 2022. The future impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and its impact on our customers, all of which are uncertain and cannot be predicted.

Borrowings - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Convertible Note Payable mark-to-market		$ 413	$ 3,300
Commitment fees and other finance fees		1,027	835
Interest expense on finance leases		45	0
Amortization of deferred financing cost		1,943	1,085
Interest income		(3,278)	(1,269)
Total interest expense		6,640	7,467
Senior Secured Credit Facility
Debt Instrument [Line Items]
Interest expense		3,779	2,778
Municipality loan
Debt Instrument [Line Items]
Interest expense		7	10
Convertible Notes Payable Mark-to-Market
Debt Instrument [Line Items]
Interest expense	$ 3,300	3,319
Convertible Note Payable mark-to-market		413	3,300
Sunoma loan
Debt Instrument [Line Items]
Interest expense		1,810	0
Secured Debt
Debt Instrument [Line Items]
Interest expense		894	617
TruStar revolver credit facility \| Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Interest expense		$ 0	$ 111

Derivative Financial Instruments and Fair Value Measurements - Interest Rate Swaps (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Aug. 31, 2022	Dec. 31, 2021
Interest rate swaps
Derivative [Line Items]
Fixed rate		2.47%
Notional Amount	$ 61,926	$ 61,926	$ 0
Interest rate swap 1
Derivative [Line Items]
Fixed rate	2.47%
Notional Amount	$ 41,284		0
Interest rate swap 2
Derivative [Line Items]
Fixed rate	2.47%
Notional Amount	$ 20,642		$ 0

Reportable Segments and Geographic Information - Schedule of Depreciation, Amortization and Accretion (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	$ 13,136	$ 10,653
Equity Method Investment(s)
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	(2,073)	(1,060)
Other
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	125	128
Renewable Power \| Operating Segments
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	5,696	6,072
RNG Fuel \| Operating Segments
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	8,542	4,968
Fuel Station Services \| Operating Segments
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	$ 846	$ 545

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Letters of Credit As of December 31, 2022 and December 31, 2021, the Company was required to maintain nine standby letters of credit totaling $2,292 and $9,023, respectively, to support obligations of certain Company subsidiaries. These letters of credit were issued in favor of a lender, utilities, a governmental agency, and an independent system operator under PPA electrical interconnection agreements, and in place of a debt service reserve. There have been no draws to date on these letters of credit. Purchase Options The Company has two contracts with customers to provide CNG for periods of seven and ten years, respectively. The customers have an option to terminate the contracts and purchase the Company's CNG Fueling Station at the customers' sites for a fixed amount that declines annually. In July 2015, the Company entered into a ten year fuel sales agreement with a customer that included the construction of a CNG Fueling Station owned and managed by the Company on the customer's premises. At the end of the contract term, the customer has an option to purchase the CNG Fueling Station for a fixed amount. The cost of the CNG Fueling Station was recorded to Property, plant, and equipment and is being depreciated over the contract term. Legal Matters The Company is involved in various claims arising in the normal course of business. Management believes that the outcome of these claims will not have a material adverse effect on the Company's financial position, results of operations or cash flows.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Variable Interest Entities

Business Combination, Transaction costs and Earnout Awards

Business Combination

Transaction costsTransaction costs consists of direct legal, consulting, audit and other fees related to the consummation of the Business Combination and other debt facilities. These costs were initially capitalized as incurred and recorded as Deferred financing costs in the consolidated balance sheet. Upon the completion of the Business Combination, transaction costs directly related to the issuance of shares were recognized as an offset to additional paid-in capital within the consolidated statements of changes in redeemable non-controlling interest, redeemable preferred non-controlling interest and stockholders' (deficit) equity.Earnout Awards In connection with the Business Combination and pursuant to a sponsor letter agreement, the Sponsor agreed to subject 10% of its Class A common stock (received as a result of the conversion of its ArcLight Class B ordinary shares immediately prior to the closing) to vesting and forfeiture conditions relating to VWAP targets for the Company's Class A common stock sustained over a period of 60 months following the closing. OPAL Fuels equity holders are eligible to receive an aggregate of 10,000,000 shares of Class B and Class D common stock upon the Company achieving each earn-out event during the earn-out period. The Earnout Awards were recognized at fair value on the Closing Date and classified as a liability which is remeasured at each balance sheet date and any change in fair value is recognized in the Company's consolidated statement of operations as part of change in fair value of derivative instruments, net.

Use of estimates

Accounting Pronouncements

In connection with its adoption of ASC 842, the Company elected the "package of 3" practical expedients permitted under the transition guidance which are described below in which the Company is:

• Allowed not to reassess whether any expired or existing contracts are or contain leases.

• Allowed not to reassess any expired or existing lease classifications.

• Allowed not to reassess initial direct costs for any existing leases.

The Company elected not to use the practical expedient of hindsight in determining the lease term and in assessing the impairment of the Company's lease right-of-use assets.

The Company elected to not to recognize right-of-use assets and related lease liabilities for short term leases with the original lease term of less than 12 months.

Short term investments

Derivative warrant liabilities

Derivative warrant liabilitiesThe Company assumed the Public Warrants and Private Warrants upon the completion of the Business Combination. The Company accounted for warrants for shares of the Company's stock that are not indexed to its own stock as liabilities at fair value on the consolidated balance sheet. The warrants were remeasured at each balance sheet date and any change in fair value is recognized in the Company's consolidated statement of operations as part of change in fair value of derivative instruments, net.

Redeemable non-controlling interests

At each balance sheet date, the mezzanine equity classified Redeemable non-controlling interests is adjusted up to their maximum redemption value if necessary, with an offset in Stockholders' equity.

Stock-based compensation

Net income per share

The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period.

Accounts Receivable, Net

Accounts Receivable, NetAccounts receivable represent amounts due from the sale of RNG, natural gas, gas transportation, construction contracts, service contracts, environmental attributes, electricity, capacity, and LFG. The accounts receivable are the net estimate realizable value between the invoiced accounts receivable and allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition to determine and estimate the allowance for doubtful accounts. The accounts receivable are the net estimate of the realizable value between the invoiced accounts receivable and allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition to determine and estimate the allowance for doubtful accounts.

Asset Retirement Obligation

Revenue Recognition

Contract Assets and Contract Liabilities

Contract Assets

Contract Liabilities

Parts Inventory

Parts Inventory Parts inventory, also referred to as supplies inventory, consists of shop spare parts inventory and construction site parts inventory. Inventory is stated at the lower of cost or net realizable value. The substantial amount of inventory is identified, tracked and treated as finished goods. An annual review of inventory is performed to identify obsolete items.

Capital Spares

Property, Plant and Equipment, net

Property, Plant, and Equipment, net


Plant and equipment						5 - 30 years
CNG/RNG fueling stations						10-20 years
Construction in progress						N/A
Buildings						40 years
Land						N/A
Service equipment						5-10 years
Leasehold improvements						shorter of lease term or useful life
Vehicles						7 years
Office furniture and equipment						5-7 years
Computer software						3 years
Other						7 years

Environmental credits held for sale

Environmental credits held for saleRNG inventory relates to storage of an equivalent amount of RNG production from our new RNG facilities during their RIN and LCFS certification period. It is sold to various customers at market prices upon obtaining RIN or LCFS certification. It is recorded at cost and adjusted to its net realizable value at each balance sheet date.

Major Maintenance

Major MaintenanceMajor maintenance is a component of maintenance expense and encompasses overhauls of internal combustion engines, gas compressors and electrical generators. Major maintenance is expensed as incurred.

Goodwill

GoodwillGoodwill represents the excess of purchase price of an acquisition over the fair value of net assets acquired in a business combination subject to ASC 805, Business Combinations. Goodwill is not amortized, but the potential impairment of goodwill is assessed at least annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. Accounting rules require that the Company test at least annually, or more frequently when a triggering event occurs that indicates that the fair value of the reporting unit may be below its carrying amount, for possible goodwill impairment in accordance with the provisions of ASC 350-10. The Company performs its annual test in fourth quarter of each year.During 2020, the Company has adopted the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2017-04, Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment. Under this guidance, the Company performed qualitative test for goodwill on Beacon and Trustar for the year ended December 31, 2022. As a result of these tests, the Company determined that the fair value of its reporting unit exceeded its carrying value and, thus, the Company determined that goodwill was not impaired.

Intangible Assets

Intangible Assets and Liabilities

Intangible Liabilities

Impairment of Long-Lived Assets

Derivative Instruments

Interest rate swaps

Commodity swap contracts

Vulnerability Due to Certain Concentrations

Income Taxes

As a result of the Company’s up-C structure effective with the Business Combinations, the Company expects to be a tax-paying entity. However, as the Company has historically been loss-making, any deferred tax assets created as a result of net operating losses and other deferred tax assets for the excess of tax basis in the Company's investment in Opal Fuels would be offset by a full valuation allowance. Prior to the Business Combination, OPAL Fuels was organized as a limited liability company, with the exception of one partially-owned subsidiary which filed income tax returns as a C-Corporation. The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Judgment is required in determining the provisions for income and other taxes and related accruals, and deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company's various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates.

Payments under Tax Receivable Agreement

Investment in other entities

The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary. Evidence considered in this evaluation includes, but would not necessarily be limited to, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company’s strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery of its carrying value. If the investment is determined to have a decline in value deemed to be other than temporary, it is written down to estimated fair value in the same period the impairment was identified.The Company uses the equity method to account for investments in affiliates that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company's investments in these nonconsolidated affiliates are reflected in the Company's consolidated balance sheets under the equity method, and the Company's proportionate net (loss) income, if any, is included in the Company's consolidated statements of operations as (loss) income from equity method investments.

Leases

The following are the type of contracts that fall under ASC 842:

Lessor contracts

Fuel Provider agreements

Power Purchase agreements

Lessee contracts

Ground/Site leases

–As of the Adoption Date, the lease at Beacon facility is for 20 years at a monthly rent of $11,050.

Office lease

The Company determined that the 3 site leases and the one office lease as operating leases.

an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement.

Vehicle leases

Adoption of ASC 842

Determination of incremental borrowing rate

Lease Disclosures Under ASC 842

Leases

The following are the type of contracts that fall under ASC 842:

Lessor contracts

Fuel Provider agreements

Power Purchase agreements

Lessee contracts

Ground/Site leases

–As of the Adoption Date, the lease at Beacon facility is for 20 years at a monthly rent of $11,050.

Office lease

The Company determined that the 3 site leases and the one office lease as operating leases.

an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement.

Vehicle leases

Adoption of ASC 842

Determination of incremental borrowing rate

Lease Disclosures Under ASC 842

Fair Value Measurements

Fair value measurements

Level 1 — defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions. These assumptions represent Level 3 inputs, which can regularly change. As such, the fair value measurement of asset retirement obligations is subject to changes in these unobservable inputs as of the measurement date. The Company used a discounted cash flow model in which cash outflows estimated to retire the asset are discounted to their present value using an expected discount rate. A significant increase (decrease) in the discount rate in isolation could result in a significantly lower (higher) fair value measurement.The Company accounts for the Convertible Note Payable at fair value at each reporting period. As of December 31, 2022, the Company recorded the Convertible Note Payable at par plus accrued interest as it is payable on demand by either party and therefore represents fair value. The fair value as of December 31, 2021 is valued with a discounted cash flow analysis to estimate the present value of the cash outflows associated with the arrangement. A synthetic credit rating model is utilized to estimate the Company's credit rating based on the Company's financial condition and the Company's forecasts and plans with respect to debt service, which is then used as input to perform a comparable yield analysis with similarly rated companies to obtain an appropriate discount rate. Other significant inputs include the principal amount, the stated coupon rate, the maturity date of the note and the conversion multiple, all of which are directly observable from the contract. This estimate also requires assumptions and judgements regarding the probability and the timing of the event occurring that would lead to automatic conversion. Certain significant assumptions used to determine the fair value of the convertible note represent Level 3 inputs and can regularly change. As such, the fair value measurement of the convertible note is subject to changes in these unobservable inputs as of the measurement date. A significant increase (decrease) in the discount rate in isolation could result in a significantly lower (higher) fair value measurement.The Company accounted for its outstanding warrants by recording its fair value of a liability on the Closing Date of the Business Combination and recording the change in the fair value at the balance sheet date in the consolidated statement of operations.

Borrowings

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Borrowings

BorrowingsThe following table summarizes the borrowings under the various debt facilities as of December 31, 2022 and December 31, 2021:


	December 31, 2022		December 31, 2021
Senior Secured Credit Facility, term loan	$	15,250	$	73,869
Less: unamortized debt issuance costs	—		(724)
Less: current portion	(15,250)		(73,145)
Senior Secured Credit Facility, term loan, net of debt issuance costs	—		—
Senior Secured Credit Facility, working capital facility	7,500		7,500
Less: current portion	(7,500)		(7,500)
Senior Secured Credit Facility, working capital facility	—		—
OPAL Term Loan	96,090		75,000
Less: unamortized debt issuance costs	(1,758)		(2,485)
Less: current portion	(27,732)		(13,425)
OPAL Term Loan, net of debt issuance costs	66,600		59,090
Sunoma Loan	23,000		17,524
Less: unamortized debt issuance costs	(908)		(569)
Less: current portion	(380)		(756)
Sunoma Loan, net of debt issuance costs	21,712		16,199
Convertible Note Payable	28,528		58,710
Less: current portion	(28,528)		—
Convertible Note Payable	—		58,710
Municipality Loan	76		278
Less: current portion	(76)		(194)
Municipality Loan	—		84
Non-current borrowings total	$	88,312	$	134,083

As of December 31, 2022, principal maturities of debt are expected as follows, excluding any undrawn debt facilities as of the date of the consolidated balance sheet:


	Senior Secured Credit Facility		OPAL Term Loan		Sunoma Loan		Convertible Note Payable (1)		Municipality Loan		Total
Fiscal year:
2023	22,750		27,732		380		28,528		76		79,466
2024	—		27,732		1,608		—		—		29,340
2025	—		40,626		1,743		—		—		42,369
2026	—		—		1,883				—		1,883
2027	—		—		17,386		—		—		17,386
	$	22,750	$	96,090	$	23,000	$	28,528	$	76	$	170,444

(1) The Convertible Note Payable is redeemable on demand at the option of the Company or the lender.

Senior Secured Credit Facility

On September 21, 2015, FM3, an indirect wholly-owned subsidiary of the Company, entered into a senior secured credit facility (the "Senior Secured Credit Facility") as a borrower and a syndicate of lenders, which provides for an aggregate principal amount of $150,000, consisting of (i) a term loan of $125,000 ( "Term Loan Facility") and a (ii) working capital letter of credit facility (the "Working Capital Facility") of up to $19,000 and a (iii) debt service reserve and liquidity facility of up to $6,000. The Company paid $14,300 to the lenders in connection with the transaction. As of December 31, 2022 and December 31, 2021, $15,250 and $73,869, respectively, was outstanding under the Senior Secured Credit Facility- term loan.

The borrowings under the Senior Secured Credit Facility bear an interest rate of a fixed margin plus LIBOR for the relevant interest period. The fixed margin is 2.75% for the first four years, then 3.0% until October 8, 2021, and 3.25%

thereafter. Pursuant to the terms of the facility, FM3 is required to repay 1.0% of the outstanding debt under the Term Loan Facility amounting to $125,000 on a quarterly basis which is then adjusted based on available cash and a target debt balance that declines each quarter. The Working Capital Facility contains a provision whereby the Company is obligated to reduce the amount borrowed to $7,500 or less for a period of ten days consecutive business days annually. As of both December 31, 2022 and December 31, 2021, the total amount outstanding under the Working Capital Facility was $7,500. Additionally, the Company pays commitment fee of 0.75% on the unused portion of the facility.

On October 8, 2021, the Company entered into the Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) which extended the maturity date of the credit facility that supports the Renewable Power business to December 20, 2022. In addition, the minimum required debt service coverage ratio was reduced from 1.1 to 1.0 and the calculation of the Cash Flows Available for Debt Service was amended to exclude the proceeds of working capital loans deposited into the operating account going forward. Additionally, the Company is not allowed to make any distributions or restricted payments. In exchange for these accommodations, the Company agreed to repay $5,182 as a permanent reduction of the Working Capital Facility and to increase the interest rate on the credit facility by 25 basis points.

On December 19, 2022, FM3 entered into an Omnibus and Consent Agreement (the “FM3 Amendment”). The FM3 Amendment amended the credit agreement, among other things, to (a) extend the maturity date of the obligations thereunder from December 20, 2022 to March 20, 2023, (b) permit OPAL Fuels to purchase the rights and obligations of certain exiting lenders at par, (c) prepay a portion of the outstanding loans made by the remaining lenders and (d) permit the release of certain project company subsidiaries of FM3 from the collateral securing the obligations under the credit agreement. Upon consummation of the FM3 Amendment, the Company repaid $54,929 of the outstanding term loan. On March 20, 2023, the Company repaid in full the remaining outstanding loan under this facility. Please see Note.19 Subsequent Events for additional information.

At December 31, 2022 and December 31, 2021, FM3 had outstanding letters of credit that support obligations of the Company and its subsidiaries of $1,932 and $7,823, respectively. The Senior Secured Credit Facility is collateralized by substantially all the assets of FM3 and assignment of FM3's rights, title, and interests in purchase and sale agreements and LFG rights agreements.

The Senior Secured Credit Facility contains certain warranties and financial covenants including but not limited to debt service coverage ratio to not be less than 1.0 and restrictions on distributions and additional indebtedness. The lenders only have recourse to the assets of FM3. For the twelve months ended December 31, 2022, FM3 was in compliance with all debt covenants.

Patronage dividends

The Company is eligible to receive annual patronage dividends from one of its lenders, Cobank ACB under a profit sharing program made available to the borrowers. For the year ended December 31, 2022 and 2021, the Company received cash dividends of $126 and $139, respectively, which were recorded as credits to interest expense in its consolidated statements of operations. Additionally, the Company recorded $489 as a long-term asset on its consolidated balance sheet at December 31, 2022 and December 31, 2021, which represents the Company's equity interest in Cobank SCB which will be redeemed for cash beginning in 2024.

OPAL Term Loan

On October 22, 2021, OPAL Fuels Intermediate Holding Company LLC (“OPAL Intermediate Holdco”), an indirect wholly-owned subsidiary of the Company, entered into a $125,000 term loan agreement (the "OPAL Term Loan") with a syndicate of lenders. Of the $125,000, the Company had $90,000 available for borrowing upon closing and the remaining $35,000 to be made available as three more RNG facilities become operational. The OPAL Term Loan is secured by a pledge in the equity interest of Beacon Holdco LLC, OPAL Environmental Credit Marketing LLC, OPAL Fuel Station Services LLC (f/k/a Trustar Energy LLC), and OPAL Fuels Services LLC along with cash bank accounts and a security interest in the Company’s environmental credits. A portion of the proceeds of the OPAL Term Loan were used to pay off the outstanding balance under the TruStar revolver credit facility in October 2021 and the remainder will be used for general corporate purposes, including investments in RNG projects being developed by the Company.

Pursuant to the OPAL Term Loan, the Company borrowed $75,000 in October 2021 and an another $15,000 in February 2022 pursuant to an amendment allowing the Company to drawdown later than the original commitment date.

On September 29, 2022, OPAL Intermediate Holdco entered into Amendment No. 3 to the OPAL Term Loan (“Amendment No. 3”) that (a) extended the availability period from (i) September 30, 2022 to October 31, 2022 for the borrowing under the Term A-2 Commitments of up to an aggregate of $25 million in Term A-2 Loans, and (ii) March 31, 2023 for the borrowing under the Term A-2 Commitments of a single final borrowing of Term A-2 Loans not to exceed $10 million and (b) amended the principal repayment amortization schedule.

During the third and fourth quarter of 2022, two of the RNG projects went operational and the Company borrowed $25,000 under the OPAL Term Loan with an additional commitment of $10,000 remaining under this debt facility.

The OPAL Term Loan matures April 22, 2025 and bears interest at 3.0% plus SOFR. In accordance to the terms of the facility, OPAL Intermediate Holdco is required to repay 1.79% or $1,611 per month beginning March 2022 and an additional $700 per month beginning September 2022.

The OPAL Term Loan contains customary warranties and representations and certain financial covenants which require OPAL Intermediate Holdco to maintain (i) minimum liquidity of $15,000 until March 31, 2022 and $10,000 thereafter and (ii) a leverage ratio not to exceed 4:1. As of December 31, 2022, the Company is in compliance with the financial covenants under the OPAL Term Loan. Additionally, the OPAL Term Loan contains restrictions on distributions and additional indebtedness.

Sunoma Loan

On August 27, 2020, Sunoma, an indirect wholly-owned subsidiary of the Company entered into a debt agreement (the "Sunoma Loan Agreement") with Live Oak Banking Company for an aggregate principal amount of $20,000. Sunoma paid $635 as financing fees. The loan bears interest at the greater of prime rate plus 3.50%, or 7.75%. The amounts outstanding under the Sunoma Loan are secured by the assets of Sunoma.

The Sunoma Loan Agreement contains certain financial covenants which require Sunoma to maintain (i) maximum debt to net worth ratio not to exceed 5:1 (ii) a minimum current ratio not be less than 1.0 and (iii) minimum debt service coverage ratio of trailing four quarters not be less than 1.25. On July 19, 2022, Sunoma completed the conversion of the construction loan into a permanent loan and increased the commitment from $20,000 to $23,000.

The borrowings under the Sunoma Loan Agreement bear interest at a rate of 7.68% and have a maturity date of July 19, 2033. The Company is required to pay a quarterly amortization of principal of $380 beginning in October 2023. The Company paid $2,798 into interest and debt reserve accounts. This cash is recorded as Restricted cash - current and non-current in the consolidated balance sheet as of December 31, 2022.

The significant assets of Sunoma are parenthesized in the consolidated balance sheets as December 31, 2022 and 2021. See Note 13. Variable Interest Entities for additional information.

Convertible Note Payable

On May 1, 2021, the Company acquired the remaining ownership interests in Beacon and signed an unsecured, contingently convertible note (the "Convertible Note") with Ares for a total aggregate amount for $50,000 at an interest rate of 8.00% per annum. The Company has the option to pay interest on the Convertible Note in cash on a quarterly basis or payment-in-kind. The Company chose the option of payment-in-kind interest.

The Convertible Note Payable matures earlier of December 31, 2026 or the date on which a change in control occurs as defined in the terms of the Convertible Note. Upon the consummation of the Business Combination, Ares was permitted to choose to convert the total amount outstanding under the Convertible Note to shares of Class A common stock based on a pre-determined conversion formula. Upon completion of the Business Combination in July 2022, Ares elected to convert 50% of the outstanding amount under the Convertible Note to shares of Class A common stock. Therefore, the Company issued 3,059,533 shares of Class A common stock and redeemed outstanding debt of $30,595.

The Company elected to account for the Convertible Note using the fair value option in accordance with ASC 820, Fair Value Measurement, on May 1, 2021, which was determined to be $55,410. The fair value was subsequently remeasured on each reporting date and the change in fair value recorded as interest expense in the consolidated statement of operations for each reporting period. At December 31, 2022, the Convertible Note was classified as a current liability in the consolidated balance sheet at a fair value of $28,528 as it is redeemable on demand by the Company or Ares. At

December 31,2021, the Convertible Note was classified as a non-current liability in the consolidated balance sheet at a fair value of $58,710.

The Company recorded $413 as change in fair value of Convertible Note for the year ended December 31, 2022, as interest and financing expense, net. Upon completion of the Business Combination, the Convertible Note no longer provided for the 10% prepayment penalty. Therefore, the change in fair value attributable to cancellation of prepayment penalty for the year ended December 31, 2022 was ($2,906). The Company recorded $3,319 and $3,300 as payment-in-kind interest expense in the consolidated statement of operations for the years ended December 31, 2022 and 2021, respectively.

Municipality loan

FM3, an indirect wholly-owned subsidiary of the Company, entered into a loan agreement for the construction of an interconnection that was initially funded by the municipality. The Company is scheduled to make payments to a municipality in the amount of $1,600 plus interest at a fixed annual rate of 3.00% through April 1, 2023. At December 31, 2022 and December 31, 2021, $76 and $278, respectively, were outstanding on the loan.

OPAL Term Loan II

On August 4, 2022, OPAL Fuels Intermediate Holdco 2 LLC ("OPAL Intermediate Holdco 2"), an indirect wholly-owned subsidiary the Company, entered into a new Senior Secured Credit Facility (the "OPAL Term Loan II") with a syndicate of lenders. The indebtedness is guaranteed by certain of the direct and indirect subsidiaries of OPAL Intermediate Holdco 2. The OPAL Term Loan II provides for an approximately two year delayed term loan facility (the "DDTL Facility") of up to a maximum aggregate principal amount of $100,000 and debt service reserve facility (the "DSR Facility") of up to a maximum aggregate principal amount of $5,000. The proceeds of the DDTL Facility are to be used to fund a portion of the construction of the RNG projects owned, either in full or through a joint venture with a third party, by the subsidiary guarantors and the proceeds of the DSR Facility are to be used solely to satisfy the balance to be maintained in the debt service reserve account. In connection with the transaction, the Company paid $2,200 as financing fees to the lenders and incurred $1,376 as third party fees. The transaction costs have been recorded as Deferred financing costs on the consolidated balance sheet as of December 31, 2022.

The borrowings under the OPAL Term Loan II will bear interest at the benchmark rate of adjusted Term SOFR plus (i) for the period from closing to the earlier of the date of conversion of the construction loan to a term loan (the "Conversion Date") or September 30, 2024, a spread of 3.5%, and (ii) thereafter a spread of 3.75%. Accrued interest on amounts outstanding under the DDTL Facility must be paid on the last day of each applicable interest period. The outstanding principal amount of the DDTL Facility is subject to quarterly amortization payments commencing September 30, 2024 equal to 2.5% of the aggregate principal amount of the outstanding term loan balance as of the Conversion Date, subject to adjustment based on certain mandatory prepayments, with the balance due at maturity. The DSR Facility is due at maturity. The OPAL Term Loan II matures on August 4, 2027.

At December 31, 2022, there was no principal amount outstanding under the OPAL Term Loan II.

TruStar revolver credit facility

On September 27, 2021, TruStar, an indirect wholly-owned subsidiary of the Company, renewed its existing revolving credit arrangement (the "TruStar revolver credit facility") with JP Morgan Chase Bank, N.A., for an aggregate amount of $10,000. The amounts outstanding under this credit facility had an interest rate of 1.00% plus one month LIBOR. In the fourth quarter of 2021, the outstanding balance under this credit facility was fully repaid and the revolving credit facility was cancelled.

Interest rates

2022

For the year ended December 31, 2022, the weighted average effective interest rate including amortization of debt issuance costs on Senior Secured Credit Facility was 6.9% including a margin plus LIBOR.

For the year ended December 31, 2022, the weighted average effective interest rate including amortization of debt issuance costs on OPAL Term Loan was 6.1%.

For the year ended December 31, 2022, the interest rate on Sunoma Loan was 8.90%.

For the year ended December 31, 2022, the payment-in-kind interest rate on Convertible Note Payable was 8.00%.

For the year ended December 31, 2022, the weighted average interest rate on Municipality loan was 3.6%.

2021

For the year ended December 31, 2021, the interest rate on Senior Secured Facility included a margin plus LIBOR and commitment fees of 0.75% on unused portion of the Working Capital Facility. The weighted average effective interest rate including the amortization of debt issuance costs for this period was 3.00%.

For the year ended December 31, 2021, the interest rate on TruStar Revolver Credit Facility including a margin plus LIBOR was 1.52%.

For the year ended December 31, 2021, the paid-in-kind interest rate on Convertible note payable was 8%. The change in fair value of the Note recorded as interest expense between May 1, 2021 and December 31, 2021 was $3,300.

For the year end December 31, 2021, the interest rate on OPAL term loan was 4% and commitment fees of 0.5% on the undrawn portion of the facility. The weighted average effective interest rate including the amortization of debt issuance costs for this period was 4.9%.

For the year ended December 31, 2021, the weighted average effective interest rate on the Sunoma Credit Facility was 7.75%.

For the year ended December 31, 2021, the weighted average interest rate on Municipality Loan was 3.0%.

The following table summarizes the Company's total interest expense for the year ended December 31, 2022 and 2021:


	Twelve Months Ended December 31,
	2022		2021
Senior Secured Credit Facility	$	3,779	$	2,778
Municipality loan	7		10
TruStar revolver credit facility	—		111
Convertible Note Payable mark-to-market (1)	413		3,300
Sunoma Loan(2)	1,810		—
OPAL Term Loan (3)	894		617
Commitment fees and other finance fees	1,027		835
Interest expense on finance leases	45		—
Amortization of deferred financing cost	1,943		1,085
Interest income	(3,278)		(1,269)
Total interest expense	$	6,640	$	7,467

(1) The mark-to-market on the Convertible Note Payable is inclusive of fair value change in the Convertible Note due to cancellation of prepayment penalty post Business Combination of ( $2,906).

(3) Excludes $3,678 and $861 of interest capitalized and recorded as part of Property, plant and equipment, net for the years ended December 31, 2022 and 2021.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Derivative Financial Instruments and Fair Value Measurements - Other Derivative Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Derivative [Line Items]
Change in fair value of derivative instruments, net	$ 498	$ 99
Other Derivatives
Derivative [Line Items]
Change in fair value of derivative instruments, net	32,583	0
Contingent liability payable to non-controlling interest
Derivative [Line Items]
Change in fair value of derivative instruments, net	4,365	0
Put option to Meteora
Derivative [Line Items]
Change in fair value of derivative instruments, net	134	0
Sponsor Earnout Awards
Derivative [Line Items]
Change in fair value of derivative instruments, net	1,911	0
OPAL Earnout Awards
Derivative [Line Items]
Change in fair value of derivative instruments, net	35,200	0
Public and Private Warrants
Derivative [Line Items]
Change in fair value of derivative instruments, net	$ (9,027)	$ 0

Reportable Segments and Geographic Information - Schedule of Cash Paid for Purchases of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	$ 131,410	$ 89,646
Operating Segments \| Renewable Power
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	2,001	0
Operating Segments \| Fuel Station Services
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	7,565	10,792
Cash paid for finance leases	863	0
Operating Segments \| RNG Fuel
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	$ 121,844	$ 78,854

Derivative Financial Instruments and Fair Value Measurements - Summary of Commodity Swaps (Details)	12 Months Ended	14 Months Ended	24 Months Ended	45 Months Ended
	Dec. 31, 2022 MWh	Dec. 31, 2022 MWh	Dec. 31, 2024 MWh	Sep. 30, 2022 MWh	Nov. 17, 2022 uSDPerMegawatt-Hour	Oct. 17, 2022 uSDPerMegawatt-Hour	Dec. 27, 2021 uSDPerMegawatt-Hour	Oct. 28, 2021 uSDPerMegawatt-Hour	Dec. 14, 2018 uSDPerMegawatt-Hour
Commodity Contract, Contract One
Derivative [Line Items]
Average Contract Price (per MWh) \| uSDPerMegawatt-Hour						68.50
Commodity Contract, Contract One \| Forecast
Derivative [Line Items]
Notional Quantity per Year (“MWh”) \| MWh			70,176
Commodity Contract, Contract Two
Derivative [Line Items]
Average Contract Price (per MWh) \| uSDPerMegawatt-Hour						65.50
Commodity Contract, Contract Two \| Forecast
Derivative [Line Items]
Notional Quantity per Year (“MWh”) \| MWh			26,280
Commodity Contract, Contract Three
Derivative [Line Items]
Average Contract Price (per MWh) \| uSDPerMegawatt-Hour					81.50
Commodity Contract, Contract Three \| Forecast
Derivative [Line Items]
Notional Quantity per Year (“MWh”) \| MWh			35,088
Commodity Contract, Contract Four
Derivative [Line Items]
Notional Quantity per Year (“MWh”) \| MWh				34,554
Average Contract Price (per MWh) \| uSDPerMegawatt-Hour									66.12
Commodity Contract, Contract Five
Derivative [Line Items]
Notional Quantity per Year (“MWh”) \| MWh		30,660
Average Contract Price (per MWh) \| uSDPerMegawatt-Hour								48.75
Commodity Contract, Contract Six
Derivative [Line Items]
Notional Quantity per Year (“MWh”) \| MWh	26,280
Average Contract Price (per MWh) \| uSDPerMegawatt-Hour							50.75

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On January 23, 2023, pursuant to the terms of the Forward Purchase Agreement, Meteora exercised its option to sell back 1,635,783 shares to the Company. $16,849 of the funds held in escrow which were previously recorded as part of Restricted Cash - current on its consolidated balance sheet as of December 31, 2022 were released to Meteora excluding interest accrued. In connection with the above, the Sponsor forfeited 197,258 shares of Class A common stock on January 26, 2023 pursuant to the terms of certain letter agreement dated July 21, 2022. On March 20, 2023, the Company repaid in full, the outstanding principal balance of the term loan as well as the revolver facility of $22,750 under the Senior Secured Credit Facility. On March 24, 2023, the Company drew down the remaining $10.0 million available under OPAL Term Loan I.

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Revenues:

Total revenues

$ 235,531

$ 166,124

Operating expenses:

Selling, general, and administrative

48,569

29,380

Depreciation, amortization, and accretion

13,136

10,653

Total expenses

233,752

155,098

Operating income

1,779

11,026

Interest and financing expense, net

(6,640)

(7,467)

Change in fair value of derivative instruments, net

33,081

Other income

1,943

Loss on warrant exchange

(3,368)

Gain on acquisition of equity method investment

19,818

Gain on deconsolidation of VIEs

15,025

Income from equity method investments

5,784

2,268

Income before provision for income taxes

32,579

40,769

Provision for income taxes

Net income

32,579

40,769

Net income attributable to redeemable non-controlling interests

22,409

41,363

Net loss attributable to non-redeemable non-controlling interests

(1,153)

(804)

Paid-in-kind preferred dividends

^[1]

7,932

210

Net income attributable to Class A common stockholders

^[2]

$ 3,391

$ 0

Weighted average shares outstanding of Class A common stock :

Basic (in shares)

25,774,312

Diluted (in shares)

26,062,398

Per share amounts:

Basic (in dollars per share)

^[2]

$ 0.13

$ 0

Diluted (in dollars per share)

^[2]

$ 0.12

$ 0

RNG Fuel

Revenues:

Total revenues

$ 126,830

$ 70,360

Operating expenses:

Cost of sales

78,953

41,075

Fuel Station Services

Revenues:

Total revenues

69,240

50,440

Operating expenses:

Cost of sales

61,514

42,838

Renewable Power

Revenues:

Total revenues

39,461

45,324

Operating expenses:

Cost of sales

$ 31,580

$ 31,152

[1]	Paid-in-kind preferred dividend is allocated between redeemable non-controlling interests and Class A common stockholders basis their weighted average percentage of ownership. Please see Note.14 Redeemable non-controlling interests, redeemable preferred non-controlling interests and stockholders' equity for additional information.
[2]	Income per share information has not been presented for the year ended December 31, 2021 as it would not be meaningful to the users of these consolidated financial statements, Refer to Note 3. Business Combination.

Leases - Narrative (Details) $ in Thousands			12 Months Ended
Leases - Narrative (Details) $ in Thousands	Feb. 02, 2025 USD ($)	Jan. 01, 2022 USD ($) agreement	Feb. 01, 2025 USD ($)	Feb. 01, 2024 USD ($)	Feb. 01, 2023 USD ($)	Dec. 31, 2022 USD ($) agreement facility lease vehicle	Dec. 31, 2021 USD ($)	Aug. 25, 2022 agreement
Operating Leased Assets [Line Items]
Total revenues						$ 235,531	$ 166,124
Number of vehicles \| vehicle						65
Operating lease right-of-use asset		$ 13,590				$ 11,744
Lease liabilities, operating lease		13,302
Finance lease right-of-use asset		796				1,236	0
Lease liabilities, finance lease		$ 766				$ 1,274
Number of leases where lease term was extended \| lease						3
RNG fuel
Operating Leased Assets [Line Items]
Number of facilities \| facility						2
RNG Fuel
Operating Leased Assets [Line Items]
Total revenues						$ 126,830	70,360
Renewable Power
Operating Leased Assets [Line Items]
Total revenues						$ 39,461	45,324
Fuel Provider Agreements ("FPAs")
Operating Leased Assets [Line Items]
Number of agreements with minimum volume requirements \| agreement		1				2
Number of agreements amended with minimum volume requirements \| agreement								1
Fuel Provider Agreements ("FPAs") \| RNG Fuel
Operating Leased Assets [Line Items]
Total revenues						$ 3,510	3,561
Power purchase agreements
Operating Leased Assets [Line Items]
Number of agreements \| agreement		2				2
Power purchase agreements \| Renewable Power
Operating Leased Assets [Line Items]
Total revenues						$ 1,364	1,890
Minimum
Operating Leased Assets [Line Items]
Discount rate upon adoption, operating lease						2.30%
Maximum
Operating Leased Assets [Line Items]
Discount rate upon adoption, operating lease						5.40%
Site leases
Operating Leased Assets [Line Items]
Number of leases \| lease						3
Operating lease right-of-use asset		$ 13,242				$ 10,338
Lease liabilities, operating lease						$ 10,316
Discount rate upon adoption, operating lease						5.40%
Site leases \| Beacon
Operating Leased Assets [Line Items]
Term of lease		20 years
Rent expense		$ 11,050
Site leases \| MS Digester ("MS") And VS Digester ("VS")
Operating Leased Assets [Line Items]
Term of lease		20 years
Rent expense		$ 125,000
Site leases \| RNG fuel
Operating Leased Assets [Line Items]
Number of facilities \| facility						3
Office lease
Operating Leased Assets [Line Items]
Term of lease						36 months
Rent expense						$ 26
Additional renewal term (in years)						24 months
Number of leases \| lease						1
Operating lease right-of-use asset		$ 348				$ 1,406
Lease liabilities, operating lease						$ 1,559
Discount rate upon adoption, operating lease						2.30%
Rent							$ 1,098
Office lease \| Subsequent Event
Operating Leased Assets [Line Items]
Rent expense					$ 27
Office lease \| Subsequent Event \| Forecast
Operating Leased Assets [Line Items]
Rent expense	$ 46		$ 45	$ 43

Intangible Assets, Net - Schedule of Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Cost	$ 11,449	$ 11,449
Accumulated Amortization	(9,282)	(8,588)
Intangible Assets, Net	2,167	2,861
Power purchase agreements
Finite-Lived Intangible Assets [Line Items]
Cost	8,999	8,999
Accumulated Amortization	(7,488)	(6,986)
Intangible Assets, Net	$ 1,511	$ 2,013
Weighted Average Amortization Period (Years)	18 years 1 month 6 days	18 years 1 month 6 days
Transmission/distribution interconnection
Finite-Lived Intangible Assets [Line Items]
Cost	$ 1,600	$ 1,600
Accumulated Amortization	(971)	(865)
Intangible Assets, Net	$ 629	$ 735
Weighted Average Amortization Period (Years)	15 years 1 month 6 days	15 years 1 month 6 days
CNG sales contract
Finite-Lived Intangible Assets [Line Items]
Cost	$ 807	$ 807
Accumulated Amortization	(799)	(719)
Intangible Assets, Net	$ 8	$ 88
Weighted Average Amortization Period (Years)	10 years	10 years
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Cost	$ 43	$ 43
Accumulated Amortization	(24)	(18)
Intangible Assets, Net	$ 19	$ 25
Weighted Average Amortization Period (Years)	5 years	5 years

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Current assets:

Cash and cash equivalents

$ 40,394

$ 39,314

^[1]

Restricted cash - current

32,402

^[1]

Long-term assets:

Restricted cash held as collateral

4,425

2,740

^[1]

Total cash, cash equivalents, and restricted cash

$ 77,221

$ 42,054

$ 15,388

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Reportable Segments and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of Total Revenues by Segment


	Twelve Months Ended December 31,
	2022		2021
Revenues:
Renewable Power	$	41,713	$	47,317
RNG Fuel	194,369		90,482
Fuel Station Services	70,766		50,443
Other(1)	131		129
Intersegment	(13,435)		(8,066)
Equity Method Investment(s)	(58,013)		(14,181)
	$	235,531	$	166,124

____________

(1) Other includes revenues of Fortistar Contracting LLC.

Schedule of Interest Expense on Borrowings, Depreciation, Amortization and Accretion and Cash Paid for Purchases, Plant and Equipment


	Twelve Months Ended December 31,
	2022		2021
Interest and Financing Expense, Net:
Renewable Power	$	(5,261)	$	(3,606)
RNG Fuel	(899)		0
Corporate	(480)		(3,861)
	$	(6,640)	$	(7,467)

____________


	Twelve Months Ended December 31,
	2022		2021
Depreciation, Amortization, and Accretion:
Renewable Power	$	5,696	$	6,072
RNG Fuel	8,542		4,968
Fuel Station Services	846		545
Other(1)	125		128
Equity Method Investment(s)	(2,073)		(1,060)
	$	13,136	$	10,653

(1)Other includes amortization of intangible assets and depreciation expense not allocated to any segment.


	Twelve Months Ended December 31,
	2022		2021
Cash paid for Purchases of Property, Plant, and Equipment:
Renewable Power	$	2,001	$	—
Fuel Station Services (1)	7,565		10,792
RNG Fuel	121,844		78,854
	$	131,410	$	89,646

(1) Includes cash paid for finance leases of $863 and $0 for the years ended December 31, 2022 and 2021.

Schedule of Net Income


	Twelve Months Ended December 31,
	2022		2021
Net income:
Renewable Power	$	(816)	$	(7,245)
RNG Fuel	38,250		61,700
Fuel Station Services	8,607		7,149
Corporate	(19,246)		(23,103)
Equity Method Investment(s)	5,784		2,268
	$	32,579	$	40,769

Total Assets


	December 31, 2022		December 31, 2021
Total Assets:
Renewable Power	$	43,468	$	43,728
RNG Fuel	376,933		215,512
Fuel Station Services	90,486		56,567
Corporate and other	82,204		17,887
Equity Method Investment(s)	51,765		47,150
	$	644,856	$	380,844

Commitments and Contingencies (Details) $ in Thousands	1 Months Ended	10 Months Ended	12 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Jul. 31, 2015	Mar. 28, 2023 USD ($)	Dec. 31, 2022 USD ($) contract standbyLettersOfCredit	Dec. 31, 2021 USD ($) standbyLettersOfCredit
Line of Credit Facility [Line Items]
Number of standby letters of credit held \| standbyLettersOfCredit			9	9
Compressed Natural Gas (CNG)
Line of Credit Facility [Line Items]
Number of purchase option contracts to provide CNG \| contract			2
Compressed Natural Gas (CNG) \| Minimum
Line of Credit Facility [Line Items]
Term of purchase option contract (in years)			7 years
Compressed Natural Gas (CNG) \| Maximum
Line of Credit Facility [Line Items]
Term of purchase option contract (in years)			10 years
Fuel
Line of Credit Facility [Line Items]
Term of purchase option contract (in years)	10 years
Standby Letters of Credit
Line of Credit Facility [Line Items]
Standby letters of credit outstanding balance			$ 2,292	$ 9,023
Standby Letters of Credit \| Subsequent Event
Line of Credit Facility [Line Items]
Draws on standby letters of credit		$ 0

Derivative Financial Instruments and Fair Value Measurements - Fair Value of Derivative Instruments on Balance Sheet and Effect of Netting Arrangements (Details) - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Derivative [Line Items]

Gross Amounts of Recognized Assets

$ 1,136

Gross Amounts Offset in the Balance Sheet

Net Amounts of Assets in the Balance Sheet

1,136

Derivative financial assets, current portion

182

$ 382

^[1]

Derivative financial liability, current portion

(4,596)

(992)

^[1]

Interest rate swaps

Derivative [Line Items]

Gross Amounts of Recognized Assets

954

Gross Amounts Offset in the Balance Sheet

Net Amounts of Assets in the Balance Sheet

954

Gross Amounts of Recognized (Liabilities)

(992)

Gross Amounts Offset in the Balance Sheet

Net Amounts of (Liabilities) in the Balance Sheet

(992)

Swaption

Derivative [Line Items]

Gross Amounts of Recognized Assets

182

Gross Amounts Offset in the Balance Sheet

Net Amounts of Assets in the Balance Sheet

182

Commodity swap contracts | Derivatives designated as economic hedges:

Derivative [Line Items]

Derivative financial assets, current portion

382

Derivative financial liability, current portion

$ (130)

$ 0

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Investments in Other Entities (Tables)

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Summary of Equity Method Investments

The following table shows the movement of Investment in other entities:


	Pine Bend			Noble Road			GREP			Beacon			Total
Percentage of ownership	50		%	50		%	20		%	44		%

Balance at December 31, 2020	$	—		$	—		$	—		$	25,573		$	25,573
Contribution to equity method investments	—			—			1,570						1,570
Net income from equity method investment	—			—			(124)			$	2,392		2,268
Acquisition of remaining ownership interest in Beacon (1)	—			—			—			(27,965)			(27,965)
Deconsolidation of VIEs (2)	21,188			24,516						—			45,704
Balance at December 31, 2021	21,188			24,516			1,446			—			47,150
Additional investment representing capitalized interest (3)	597			—			—			—			597
Other comprehensive income (4)	—			—			334			—			334
Net income from equity method investments	733			2,749			2,302			—			5,784
Distributions from return of investment in equity method investment	—			(2,100)			—			—			(2,100)
Balance at December 31, 2022	$	22,518		$	25,165		$	4,082		$	—		$	51,765

(1) The Company acquired 50% of the remaining ownership in Beacon in May 2021 and fully consolidated the entity in the consolidated financial statements after May 1, 2021.

(3) The capitalized interest is incurred by the Company increasing our basis in Pine Bend. The Company will amortize this amount in future periods over the useful life of the asset.

(4) It represents our portion of the other comprehensive income recorded by the equity method investee.

The following table summarizes financial information of the unconsolidated entities:


	December 31, 2022		December 31, 2021
Current assets	$	14,563	$	21,342
Non-current assets	109,414		44,250
Current liabilities	6,765		4,235
Non-current liabilities	13,825		—
Members' equity	103,388		61,358

The following table summarizes the income from equity method investments:


	Twelve Months Ended
		December 31, 2022		December 31, 2021
Revenue (1)		$	58,013	$	14,181
Gross profit		41,932		6,915
Net income		29,983		5,276

Net income from equity method investments (2)		$	5,784	$	2,268

(1) Revenues include a realized gain of $32,796 from commodity swap contracts on our equity method investment, GREP for the year ended December 31, 2022.

Net Income Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Income Per Share

The basic income per share of Class A common stock is computed by dividing the net income attributable to Class A common stockholders by the weighted average number of Class A common stock outstanding during the period. Prior to the Business Combination, the membership structure of OPAL Fuels included common units which shared in the profits and losses of OPAL Fuels LLC. The Company analyzed the calculation of earnings per units for periods prior to the consummation of the Business Combination and determined that such information would not be meaningful to the users of these consolidated financial statements. Therefore net income per share information has not been presented for periods prior to Business Combination on July 21, 2022. The basic and diluted net income per share for the year ended December 31, 2022 represent only the period from July 21, 2022 to December 31, 2022.

The diluted income per share of Class A common stock for the year ended December 31, 2022 does not include Redeemable preferred non-controlling interests, Convertible Note Payable because the substantive contingency for conversion has not been met as of December 31, 2022. It does not include 144,399,037 OPAL Fuels Class B units representing Redeemable non-controlling interest as its impact is anti-dilutive. It does not include 763,908 Sponsor Earnout Awards and 10,000,000 OPAL Earnout Awards as their target share price and adjusted EBITDA contingencies have not been met as of December 31, 2022.

The Class D common stock does not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class D common stock under the two-class method has not been presented.

The following table summarizes the calculation of basic and diluted net loss per share:


	Twelve Months Ended
	December 31, 2022
Net loss attributable to Class A common stockholders	$	3,391
Less: change in fair value of the put option on the forward purchase agreement	134
Diluted Net loss attributable to Class A common stockholders	3,257

Weighted average number of shares of Class A common stock - basic	25,774,312
Effect of dilutive Restricted Stock Units	14,203
Effect of the dilutive put option on a forward purchase agreement	273,883
Weighted average number of shares of Class A common stock - diluted	26,062,398
Net loss per share of Class A common stock
Basic	$	0.13
Diluted	$	0.12

Summary of Significant Accounting Policies - Narrative (Details)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 22, 2022

USD ($)

Jul. 21, 2022

USD ($)

$ / shares

Jul. 20, 2022

Dec. 31, 2022

USD ($)

variableInterestEntity

producer

agreement

contract

interconnection

uSDPerGasolineGallon

Dec. 31, 2021

USD ($)

variableInterestEntity

Nov. 29, 2021

May 31, 2021

May 01, 2021

Apr. 30, 2021

Revenue from External Customer [Line Items]

Number of variable interest entities | variableInterestEntity

Number of variable interest entities consolidated | variableInterestEntity

Restricted cash held in escrow

$ 16,849

Cash held in restricted account

8,581

Short term investments

64,976

$ 0

^[1]

Transaction expenses

$ 8,097

Deferred financing costs

3,013

2,370

^[1]

Loss on warrant exchange

$ 3,368

3,368

$ 0

Third party legal and advisor fees

1,147

Contingent consideration (in shares) | shares

10,000,000

Gain on Earnout Awards

$ 37,111

Stock issued (in shares) | shares

1,000,000

Allowance for doubtful accounts

$ 0

Accrued federal fuel tax credits (in dollars per gasoline gallon) | uSDPerGasolineGallon

0.50

Fuel tax credits receivable

$ 4,144

2,393

^[1]

Fuel tax credits payable

3,320

1,978

^[1]

Estimated value of total asset retirement obligation

$ 6,256

5,738

Number of natural gas producers | producer

Net revenues after discount under purchase and sales agreement

$ 235,531

166,124

Revenue recognized included in contract liabilities

9,785

4,678

Inventory reserves

Backlog

65,657

Major maintenance expense

$ 4,701

$ 5,946

Number of electricity forward sales agreements | agreement

Minimum

Revenue from External Customer [Line Items]

Amortization period (in years)

5 years

Maximum

Revenue from External Customer [Line Items]

Amortization period (in years)

20 years

Power purchase agreements

Revenue from External Customer [Line Items]

Number of intangible assets | agreement

Amortization period (in years)

18 years 1 month 6 days

Fueling station contracts

Revenue from External Customer [Line Items]

Number of intangible assets | contract

Amortization period (in years)

10 years

Transmission/distribution interconnection

Revenue from External Customer [Line Items]

Number of intangible assets | interconnection

Amortization period (in years)

15 years 1 month 6 days

Class D Ordinary Share | Opal Fuels

Revenue from External Customer [Line Items]

Stock issued (in shares) | shares

144,399,037

Redeemable non-controlling interests

Revenue from External Customer [Line Items]

Change in redemption value of Redeemable non-controlling interests

$ 908,008

Sponsor Letter Agreement

Revenue from External Customer [Line Items]

Percentage of common stock subject to vesting and forfeiture conditions

10.00%

Common stock subject to vesting and forfeiture conditions, period

60 months

Contingent consideration (in shares) | shares

763,908

Forward Purchase Agreement

Revenue from External Customer [Line Items]

Contingent consideration (in shares) | shares

1,635,783

Sunoma Loan

Revenue from External Customer [Line Items]

Interest reserve

$ 1,127

Opal Term Loan II | Secured Debt

Revenue from External Customer [Line Items]

Contribution to joint venture

5,845

OPAL Term Loan | Secured Debt

Revenue from External Customer [Line Items]

Proceeds from OPAL Term Loan

$ 0

Beacon

Revenue from External Customer [Line Items]

Percentage of ownership

44.00%

50.00%

44.30%

Beacon | Beacon

Revenue from External Customer [Line Items]

Subsequent ownership percentage

100.00%

Meteora | Forward Purchase Agreement

Revenue from External Customer [Line Items]

Contingent consideration (in shares) | shares

2,000,000

Contingent consideration, escrow

$ 20,040

Contingent consideration, price (in dollars per share) | $ / shares

$ 10.02

Contingent consideration period

6 months

Gain on derivative contingent consideration

$ 134

Meteora | Forward Purchase Agreement | ArcLight Class A Common Stock

Revenue from External Customer [Line Items]

Stock issued (in shares) | shares

2,000,000

Accounts Payable | Supplier Concentration Risk | One Vendor

Revenue from External Customer [Line Items]

Concentration risk percentage

18.70%

Two Customers | Revenue Benchmark | Customer Concentration Risk

Revenue from External Customer [Line Items]

Concentration risk percentage

49.00%

Two Customers | Accounts Receivable | Customer Concentration Risk

Revenue from External Customer [Line Items]

Concentration risk percentage

44.00%

26.00%

Three Customers | Revenue Benchmark | Customer Concentration Risk

Revenue from External Customer [Line Items]

Concentration risk percentage

45.00%

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01

Revenue from External Customer [Line Items]

Backlog

$ 58,258

Backlog recognition period (in months)

12 months

Transferred over Time

Revenue from External Customer [Line Items]

Percentage of revenue recognized over time

21.00%

28.90%

RNG fuel | NextEra

Revenue from External Customer [Line Items]

Minimum of environmental attributes to be sold, percentage

90.00%

Net revenues after discount under purchase and sales agreement

$ 76,920

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Leases - Right-of-Use Assets and Lease Liabilities (Details) $ in Thousands			12 Months Ended
	Oct. 01, 2022 USD ($) lease	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]			Property, plant, and equipment, net (includes $73,140 and $27,794 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)		Property, plant, and equipment, net (includes $73,140 and $27,794 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]			Accrued expenses and other current liabilities (includes $646 and $— at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)		Accrued expenses and other current liabilities (includes $646 and $— at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs)
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]			Other long-term liabilities		Other long-term liabilities
Operating leases, Right-of-use assets			$ 11,744		$ 13,590
Vehicles - finance leases			1,236	$ 0	796
Operating right-of use assets			12,980		14,386
Operating lease liabilities - current portion			630
Lease liabilities - current portion, finance lease			449		308
Lease liabilities - current portion			1,079		688
Lease liabilities - non-current portion, operating lease			11,245
Lease liabilities - non-current portion, finance lease			825		458
Lease liabilities - non-current portion			12,070		13,381
Increase (decrease) in lease liability			(640)	0
New lease liability during period			903
New right-of-use asset during period			903
Amortization of right-of-use assets - finance leases			429
Interest expense on lease liabilities - finance leases			45	$ 0
Total lease expense			$ 2,002
Weighted average remaining lease term (years)
Operating leases			18 years 7 months 6 days
Financing leases			3 years
Weighted average discount rate
Operating leases			7.87%
Financing leases			5.82%
Minimum
Lessee, Lease, Description [Line Items]
Discount rate for operating leases			2.30%
Maximum
Lessee, Lease, Description [Line Items]
Discount rate for operating leases			5.40%
Site leases
Lessee, Lease, Description [Line Items]
Operating leases, Right-of-use assets			$ 10,338		13,242
Operating lease liabilities - current portion			181		86
Lease liabilities - non-current portion, operating lease			$ 10,135		12,895
Discount rate for operating leases			5.40%
Number of leases that have lease modifications \| lease	2
Increase (decrease) in right-of-use asset	$ (2,550)
Increase (decrease) in lease liability	$ (2,550)
Lease expense			$ 1,044
Office lease
Lessee, Lease, Description [Line Items]
Operating leases, Right-of-use assets			1,406		348
Operating lease liabilities - current portion			449		294
Lease liabilities - non-current portion, operating lease			$ 1,110		$ 28
Discount rate for operating leases			2.30%
Increase (decrease) in right-of-use asset		$ 1,829
Increase (decrease) in lease liability		$ 1,829
Lease expense			$ 484

Business Combination - Common Stock Outstanding (Details) - shares	Jul. 21, 2022	Jul. 20, 2022
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	170,070,427	25,671,390
Contingent consideration (in shares)	10,000,000
Sponsor Letter Agreement
Reverse Recapitalization [Line Items]
Contingent consideration (in shares)	763,908
Stockholders Excluding Opal Fuels Stockholders
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	25,671,390
Public Stockholders
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		1,752,181
Sponsor
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		7,779,076
PIPE Investors
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		11,080,600
Forward Purchase Agreement
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		2,000,000
Ares
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)		3,059,533
Opal Fuels Stockholders
Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	144,399,037

Summary of Significant Accounting Policies - Receivables, Contract Assets and Contract Liabilities From Contracts With Customers (Details) - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Accounting Policies [Abstract]

Accounts receivable, net

$ 31,083

$ 25,391

^[1]

Contract assets:

Cost and estimated earnings in excess of billings

7,027

5,989

Accounts receivable retainage, net

2,744

2,495

Contract assets

9,771

8,484

^[1]

Contract liabilities:

Billings in excess of costs and estimated earnings

8,013

9,785

Contract liabilities

$ 8,013

$ 9,785

^[1]

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Leases - Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Lessee, Lease, Description [Line Items]
Discount rate upon adoption, finance lease	7.60%
2023, finance lease	$ 510
2023	2,059
2024, finance lease	419
2024	2,003
2025, finance lease	312
2025	1,918
2026, finance lease	156
2026	1,247
2027 and beyond, finance lease
2027 and beyond	17,913
Future minimum lease payments, finance lease	1,397
Future minimum lease payments	25,140
Lease liabilities, operating lease		$ 13,302
Lease liabilities, finance lease	1,274	766
Lease liabilities	13,149
Operating lease liabilities - current portion	630
Lease liabilities - current portion, finance lease	449	308
Lease liabilities - current portion	1,079	688
Lease liabilities - non-current portion, operating lease	11,245
Lease liabilities - non-current portion, finance lease	825	458
Lease liabilities - non-current portion	12,070	13,381
Discount based on incremental borrowing rate, finance lease	123
Discount based on incremental borrowing rate	$ 11,991
Site leases
Lessee, Lease, Description [Line Items]
Discount rate upon adoption, operating lease	5.40%
2023, operating lease	$ 1,044
2024, operating lease	1,044
2025, operating lease	1,044
2026, operating lease	1,044
2027 and beyond, operating lease	17,913
Future minimum lease payments, operating lease	22,089
Lease liabilities, operating lease	10,316
Operating lease liabilities - current portion	181	86
Lease liabilities - non-current portion, operating lease	10,135	12,895
Discount based on incremental borrowing rate, operating lease	$ 11,773
Office lease
Lessee, Lease, Description [Line Items]
Discount rate upon adoption, operating lease	2.30%
2023, operating lease	$ 505
2024, operating lease	540
2025, operating lease	562
2026, operating lease	47
2027 and beyond, operating lease	0
Future minimum lease payments, operating lease	1,654
Lease liabilities, operating lease	1,559
Operating lease liabilities - current portion	449	294
Lease liabilities - non-current portion, operating lease	1,110	$ 28
Discount based on incremental borrowing rate, operating lease	$ 95

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Changes in Redeemable Preferred Units


	Series A-1 preferred units			Series A preferred units
	Units	Amount		Units	Amount
Balance, December 31, 2021	300,000	$	30,210	—	$	—
Series A units issued by OPAL Fuels	—	—		1,000,000	100,000
Paid-in-kind dividends attributable to OPAL Fuels	—	2,347		—	4,841
Paid-in kind dividends attributable to Class A common stockholders	—	179		—	565
Balance, December 31, 2022	300,000	$	32,736	1,000,000	$	105,406

Variable Interest Entities (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The amount of assets that can only be used to settle obligations of the VIEs are parenthesized in the consolidated balance sheets and are included in the asset totals listed in the table below.


	As of December 31, 2022		As of December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	12,506	$	1,991
Accounts receivable, net	966		40
Restricted cash - current	6,971		—
Prepaid expenses and other current assets	415		113
Total current assets	20,858		2,144
Property, plant and equipment, net	73,140		27,794
Restricted cash, non-current	2,923		1,163
Total assets	$	96,921	$	31,101

Liabilities and equity
Current liabilities:
Accounts payable	$	4,896	$	544
Accounts payable, related party	433		—
Accrued expenses	646		—
Accrued capital expenses	7,821		1,722
Sunoma Loan- current portion	380		756
Total current liabilities	14,176		3,022
Sunoma loan, net of debt issuance costs	21,712		16,199
Total liabilities	35,888		19,221
Equity
Stockholders' equity	34,588		10,692
Non-redeemable non-controlling interests (1)	26,445		1,188
Total equity	61,033		11,880
Total Liabilities and Equity	$	96,921	$	31,101

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Variable Interest Entities - Schedule of Variable Interest Entities on Consolidated Balance Sheets (Details) - USD ($)
$ in Thousands

1 Months Ended

Dec. 31, 2022

Aug. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Current assets:

Cash and cash equivalents

$ 40,394

$ 39,314

^[1]

Accounts receivable, net

31,083

25,391

^[1]

Restricted cash - current

32,402

^[1]

Prepaid expenses and other current assets

7,625

5,482

^[1]

Total current assets

211,983

86,975

^[1]

Property, plant and equipment, net

297,323

169,770

^[1]

Restricted cash, non-current

4,425

2,740

^[1]

Total assets

644,856

380,844

^[1]

Current liabilities:

Accounts payable

22,679

12,581

^[1]

Accounts payable, related party

1,346

166

^[1]

Accrued capital expenses

11,922

5,517

^[1]

Sunoma Loan- current portion

380

756

^[1]

Total current liabilities

152,905

142,116

^[1]

Sunoma loan, net of debt issuance costs

21,712

16,199

^[1]

Total liabilities

267,037

285,887

^[1]

Equity

Stockholders' equity

(800,601)

^[1]

Non-redeemable non-controlling interests

26,445

1,188

^[1]

Total Stockholders' (deficit) equity

(774,156)

1,202

^[1]

$ 6,699

Total liabilities, Redeemable preferred, Redeemable non-controlling interests and Stockholders' (deficit) equity

644,856

380,844

^[1]

Prepayment of shares of equity contribution in joint venture

$ 5,845

Non-redeemable non-controlling interests

Equity

Total Stockholders' (deficit) equity

26,445

1,188

$ 6,685

Prepayment of shares of equity contribution in joint venture

2,922

Primary Beneficiary

Current assets:

Cash and cash equivalents

12,506

1,991

Accounts receivable, net

966

Restricted cash - current

6,971

Prepaid expenses and other current assets

415

113

Total current assets

20,858

2,144

Property, plant and equipment, net

73,140

27,794

Restricted cash, non-current

2,923

1,163

Total assets

96,921

31,101

Current liabilities:

Accounts payable

4,896

544

Accounts payable, related party

433

Accrued expenses

646

Accrued capital expenses

7,821

1,722

Sunoma Loan- current portion

380

756

Total current liabilities

14,176

3,022

Sunoma loan, net of debt issuance costs

21,712

16,199

Total liabilities

35,888

19,221

Equity

Stockholders' equity

34,588

10,692

Non-redeemable non-controlling interests

26,445

1,188

Total Stockholders' (deficit) equity

61,033

11,880

Total liabilities, Redeemable preferred, Redeemable non-controlling interests and Stockholders' (deficit) equity

$ 96,921

$ 31,101

[1]	Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination.

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands				3 Months Ended	12 Months Ended
	Dec. 22, 2022 USD ($) shares	Jul. 21, 2022 USD ($) vote $ / shares shares	Nov. 29, 2021 project shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) vote dividendPayment $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 23, 2022 shares	Nov. 18, 2022 $ / shares shares	Jul. 20, 2022 shares
Preferred Units [Line Items]
Common stock, shares outstanding (in shares)		170,070,427							25,671,390
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001						$ 0.0001
Net cash from Business Combination \| $		$ 68,359
Transaction costs \| $		$ 6,467
Number of shares per warrant (in shares)		1
Decrease in exchange ratio								10.00%
Warrants outstanding (in shares)	0
Loss on warrant exchange \| $	$ 3,368				$ 3,368	$ 0
Conversion of stock (in shares)			300,000
Number of noncontrolling interests in renewable natural gas project subsidiaries \| project			4
Stock subscribed (in shares)			1,000,000
Stock issued (in shares)					1,000,000	0
Amount sold \| $					$ 100,000
Issuance costs \| $				$ 267	$ 267
Preferred stock dividend rate					8.00%
Preferred stock, number of dividend payments to elect to issue additional Preferred Units \| dividendPayment					8
Preferred stock dividend rate, event of default					12.00%
Preferred stock dividend rate, event of default, increase for each event					2.00%
Preferred stock dividend rate, event of default, maximum after increases					20.00%
Preferred stock liquidation preference (in dollars per share) \| $ / shares					$ 100
Preferred stock redemption price (in dollars per share) \| $ / shares					$ 100
Preferred stock redemption period after which redeemable					4 years
Preferred stock redemption period after fourth anniversary					30 days
Preferred stock dividend rate if failed to redeem					12.00%
Preferred stock dividend rate, increase to after one year if failed to redeem					14.00%
Preferred stock dividend rate, quarterly increase after one year if failed to redeem					2.00%
Preferred stock dividend rate if failed to redeem, maximum					20.00%
Preferred stock conversion price (in dollars per share) \| $ / shares					$ 100
Preferred stock conversion, first year discount					20.00%
Preferred stock conversion, second year discount					25.00%
Preferred stock conversion, thereafter discount					30.00%
Preferred stock conversion, VWAP period					20 days
Redemption price (in dollars per share) \| $ / shares					$ 7.02
Warrants
Preferred Units [Line Items]
Number of shares per warrant (in shares)	0.225							0.250
Warrant Agreement
Preferred Units [Line Items]
Number of shares per warrant (in shares)								0.225
Class A common stock
Preferred Units [Line Items]
Common stock, shares issued (in shares)	3,309,296	25,671,390		0	29,477,766	0	497,080
Common stock, shares outstanding (in shares)		25,671,390		0	29,477,766	0
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001
Common stock, number of votes per share \| vote					1
Class A common stock \| Opal Fuels
Preferred Units [Line Items]
Stock issued (in shares)		25,671,390
Class D common stock
Preferred Units [Line Items]
Common stock, shares issued (in shares)		144,399,037		144,399,037	144,399,037	144,399,037
Common stock, shares outstanding (in shares)		144,399,037		144,399,037	144,399,037	144,399,037
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001			$ 0.0001
Common stock, number of votes per share \| vote		5			5
Common stock conversion rate					1
Class B common stock
Preferred Units [Line Items]
Common stock, shares issued (in shares)		0		0	0	0
Common stock, shares outstanding (in shares)		0		0	0	0
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001			$ 0.0001
Common stock, number of votes per share \| vote					1
Class C common stock
Preferred Units [Line Items]
Common stock, shares issued (in shares)		0		0	0	0
Common stock, shares outstanding (in shares)		0		0	0	0
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001			$ 0.0001
Common stock, number of votes per share \| vote					5
Common stock conversion rate					1
Class B Ordinary Share \| Opal Fuels
Preferred Units [Line Items]
Stock issued (in shares)		144,399,037
Redeemable non-controlling interests
Preferred Units [Line Items]
Change in redemption value of Redeemable non-controlling interests \| $					$ 908,008