0001842279-23-000050 | 10-Q | XBRL Viewer

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents, and restricted cash consisted of the following as of March 31, 2023 and December 31, 2022:


	March 31, 2023		December 31, 2022
Current assets:
Cash and cash equivalents	$	33,264	$	40,394
Restricted cash - current (1)	688		32,402
Long-term assets:
Restricted cash held as collateral (2)	5,870		4,425
Total cash, cash equivalents, and restricted cash	$	39,822	$	77,221

(1) Restricted cash - current as of March 31, 2023 primarily relates to interest reserve on Sunoma Loan. Restricted cash - current as of December 31, 2022 primarily consists of (i) $16,849 held in escrow to secure the Company's purchase obligations under the forward purchase agreement with Meteora (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 March 31, 2023 and December 31, 2022:


	March 31, 2023		December 31, 2022
Current assets:
Cash and cash equivalents	$	33,264	$	40,394
Restricted cash - current (1)	688		32,402
Long-term assets:
Restricted cash held as collateral (2)	5,870		4,425
Total cash, cash equivalents, and restricted cash	$	39,822	$	77,221

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

Changes in the Asset Retirement Obligation

The changes in the asset retirement obligations were as follows as of March 31, 2023:


	March 31, 2023
Balance, December 31, 2022 - Current and non-current	$	6,256
Accretion expense	102
Total asset retirement obligation	6,358
Less: current portion	(1,296)
Total asset retirement obligation, net of current portion	$	5,062

Disaggregation of Revenue By Product Line

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


	Three Months Ended March 31,
		2023		2022
Renewable power sales		$	9,604	$	7,483
Third party construction		7,154		9,870
Service		4,904		4,392
Brown gas sales		7,530		4,516
Environmental credits		12,677		20,577
Parts sales		187		486
Operating agreements		—		585
Total revenue from contracts with customers		42,056		47,909
Lease revenue		901		1,138
Total revenue		$	42,957	$	49,047

Schedule of Other Expense

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


	Three Months Ended March 31,
		2023		2022
Loss on warrant exchange		$	338	$	—
Gain on transfer of non-financial asset in exchange for services received (1)		(270)		—
Other expense		$	68	$	—

(1) Represents the fair value of RINs transferred as consideration for services received.

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:


	March 31, 2023		December 31, 2022
Accounts receivable, net	$	29,979	$	31,083
Contract assets:
Cost and estimated earnings in excess of billings	$	5,977	$	7,027
Accounts receivable retainage, net	2,568		2,744
Contract assets total	$	8,545	$	9,771
Contract liabilities:
Billings in excess of costs and estimated earnings	$	8,518	$	8,013
Contract liabilities total	$	8,518	$	8,013

Derivative Financial Instruments and Fair Value Measurements - Interest Rate Swaps (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Aug. 31, 2022
Interest rate swaps
Derivative [Line Items]
Fixed rate			2.47%
Notional Amount	$ 61,926	$ 61,926	$ 61,926
Interest rate swap 1
Derivative [Line Items]
Fixed rate	2.47%
Notional Amount	$ 41,284	41,284
Interest rate swap 2
Derivative [Line Items]
Fixed rate	2.47%
Notional Amount	$ 20,642	$ 20,642

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
RNG Fuel
Revenues from related parties	$ 4,715	$ 8,080
Fuel Station Services
Revenues from related parties	1,493	4,816
Renewable Power
Revenues from related parties	$ 1,527	$ 1,026

- 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
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-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
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-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
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-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
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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 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
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-Subparagraph (SX 210.5-03.1(e))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Summary of Significant Accounting Policies - Changes in the Asset Retirement Obligation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Asset retirement obligation, beginning balance	$ 6,256
Accretion expense	102	$ 75
Asset retirement obligation, ending balance	6,358
Less: current portion	(1,296)		$ (1,296)
Total asset retirement obligation, net of current portion	$ 5,062		$ 4,960

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

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

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

Common stock

As of March 31, 2023, there are (i) 29,330,115 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)

During the first quarter of 2023, Meteora exercised the put option pursuant to the terms of the forward purchase contract. The Company repurchased 1,635,783 shares at a price of $10.02 per share. The Company recorded $11,614 representing the fair value of the treasury stock as part of stockholders' deficit and $4,777 as an offset to the derivative financial liability, current on its condensed consolidated balance sheet as of March 31, 2023.

In March 2023, the Company issued 49,633 shares to certain warrant holders as consideration for their prior agreement to tender all warrants held by the warrant holders in the Company's voluntary exchange offer which closed on December

22, 2022. The Company recorded $338 representing the fair value of the shares issued based on the closing price on March 30, 2023 as part of Other income (expense), net.

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.

On November 29, 2021, Mendocino Capital LLC (“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. During the year ended December 31, 2022, the Company had drawn $100,000 and issued 1,000,000 Series A preferred units.

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 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.

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, 2022 to March 31, 2023:


	Series A-1 preferred units			Series A preferred units
	Units	Amount		Units	Amount		Total
Balance, December 31, 2022	300,000	$	32,736	1,000,000	$	105,406	$	138,142
Series A units issued by OPAL Fuels	—	—		—	—		—
Paid-in-kind dividends attributable to OPAL Fuels		549			1,769		2,318
Paid-in kind dividends attributable to Class A common stockholders	—	106			339		445
Balance, March 31, 2023	300,000	$	33,391	1,000,000	$	107,514	$	140,905

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. 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 condensed 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 March 31, 2023, the Company recorded $1,013,835 to adjust the carrying value to their redemption value based on a 5 day VWAP of $7.02 per share.

Reportable Segments and Geographic Information - Schedule of Depreciation, Amortization and Accretion (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	$ 3,567	$ 3,396
Equity Method Investment(s)
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	(715)	(227)
Other
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	16	33
Renewable Power (includes revenues from related party of $1,527 and $1,026 for the three months ended March 31, 2023 and 2022, respectively) \| Operating Segments
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	1,452	1,798
RNG Fuel \| Operating Segments
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	2,024	1,126
Fuel Station Services \| Operating Segments
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	$ 790	$ 666

Stock-based compensation	3 Months Ended
Stock-based compensation	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based compensation	Stock-based compensation 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 March 31, 2023, the Company issued 196,961 stock options, 888,831 restricted stock units and 274,617 performance units to certain employees of the Company. The fair value of the stock options was determined to be $5.26 based on Black Scholes model based share price of $6.97, exercise price of $6.97, expiration of 10 years, annual risk free interest rate of 4.04% and volatility of 65%. Additionally, the Company issued 135,583 restricted stock units to the board of directors. The total fair value of the equity awards was $6,955. As of March 31, 2023, there were 1,446,763 restricted stock units, 196,961 stock options and 274,617 performance units outstanding under the 2022 Plan. As of December 31, 2022, there were 422,349 restricted stock units outstanding under the 2022 Plan.

Property, Plant, and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Summary of Property, Plant, and Equipment, Net

Property, plant, and equipment, net, consisted of the following as of March 31, 2023 and December 31, 2022:


	March 31, 2023		December 31, 2022
Plant and equipment	$	203,587	$	201,655
CNG/RNG fueling stations	39,472		34,567
Construction in progress	184,849		152,105
Buildings	2,585		2,585
Land	1,303		1,303
Service equipment	2,028		1,888
Leasehold improvements	815		815
Vehicles	255		313
Office furniture and equipment	307		307
Computer software	277		277
Vehicles - finance leases	1,135		1,236
Other	504		487
	437,117		397,538
Less: accumulated depreciation	(100,818)		(100,215)
Property, plant, and equipment, net	$	336,299	$	297,323

Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Discount rate upon adoption, finance lease	7.60%
2023, finance lease	$ 360
2023	1,534
2024, finance lease	421
2024	2,005
2025, finance lease	314
2025	1,920
2026, finance lease	160
2026	1,251
2027 and beyond, finance lease
2027 and beyond	17,913
Future minimum lease payments, finance lease	1,255
Future minimum lease payments	24,623
Lease liabilities, finance lease	1,150
Lease liabilities	12,917
Operating lease liabilities - current portion	667	$ 630
Lease liabilities - current portion, finance lease	410	449
Lease liabilities - current portion	1,077	1,079
Operating lease liabilities - non-current portion	11,100	11,245
Lease liabilities - non-current portion, finance lease	740	825
Lease liabilities - non-current portion	11,840	12,070
Discount based on incremental borrowing rate, finance lease	105
Discount based on incremental borrowing rate	$ 11,706
Site leases
Lessee, Lease, Description [Line Items]
Discount rate upon adoption, operating lease	5.40%
2023, operating lease	$ 783
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	21,828
Lease liabilities, operating lease	10,302
Operating lease liabilities - current portion	188	181
Operating lease liabilities - non-current portion	10,114	10,135
Discount based on incremental borrowing rate, operating lease	$ 11,526
Office leases
Lessee, Lease, Description [Line Items]
Discount rate upon adoption, operating lease	2.30%
2023, operating lease	$ 391
2024, operating lease	540
2025, operating lease	562
2026, operating lease	47
2027 and beyond, operating lease	0
Future minimum lease payments, operating lease	1,540
Lease liabilities, operating lease	1,465
Operating lease liabilities - current portion	479	449
Operating lease liabilities - non-current portion	986	$ 1,110
Discount based on incremental borrowing rate, operating lease	$ 75

Reportable Segments and Geographic Information - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment	4
Number of reportable segments \| segment	4
Reclassification [Line Items]
Total revenues	$ 42,957	$ 49,047
RNG Fuel
Reclassification [Line Items]
Total revenues	12,194	15,049
Cost of sales	7,523	7,714
RNG Fuel \| Revision of Prior Period, Reclassification, Adjustment
Reclassification [Line Items]
Total revenues	(8,851)	(10,093)
Cost of sales	(8,522)	(6,773)
Fuel Station Services
Reclassification [Line Items]
Total revenues	20,828	24,874
Cost of sales	20,292	19,663
Fuel Station Services \| Revision of Prior Period, Reclassification, Adjustment
Reclassification [Line Items]
Total revenues	8,851	10,093
Cost of sales	$ 8,522	$ 6,773

- 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
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-SubTopic 10
-Section 50
-Paragraph 22
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Variable Interest Entities - Schedule of Variable Interest Entities on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 33,264	$ 40,394
Accounts receivable, net	29,979	31,083
Restricted cash - current	688	32,402
Environmental credits held for sale	2,527	1,674
Prepaid expenses and other current assets	6,547	7,625
Total current assets	134,807	211,983
Property, plant and equipment, net	336,299	297,323
Restricted cash, non-current	5,870	4,425
Total assets	606,702	644,856
Current liabilities:
Accounts payable	23,298	22,679
Accounts payable, related party	839	1,346
Accrued capital expenses	15,424	11,922
Accrued expenses	8,374	9,573
Sunoma Loan- current portion	768	380
Total current liabilities	130,714	152,905
Sunoma loan, net of debt issuance costs	21,337	21,712
Total liabilities	243,348	267,037
Equity
Stockholders' equity	(819,355)	(800,601)
Non-redeemable non-controlling interests	27,969	26,445
Total Stockholders' deficit	(791,386)	(774,156)	$ 6,698	$ 1,202
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit	606,702	644,856
Non-redeemable non-controlling interests
Equity
Total Stockholders' deficit	27,969	26,445	$ 6,684	$ 1,188
Primary Beneficiary
Current assets:
Cash and cash equivalents	7,274	12,506
Accounts receivable, net	252	966
Restricted cash - current	688	6,971
Environmental credits held for sale	29	0
Prepaid expenses and other current assets	251	415
Total current assets	8,494	20,858
Property, plant and equipment, net	93,225	73,140
Restricted cash, non-current	3,157	2,923
Total assets	104,876	96,921
Current liabilities:
Accounts payable	10,430	4,896
Accounts payable, related party	279	433
Accrued capital expenses	8,027	7,821
Accrued expenses	178	646
Sunoma Loan- current portion	768	380
Total current liabilities	19,682	14,176
Sunoma loan, net of debt issuance costs	21,337	21,712
Total liabilities	41,019	35,888
Equity
Stockholders' equity	35,888	34,588
Non-redeemable non-controlling interests	27,969	26,445
Total Stockholders' deficit	63,857	61,033
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit	$ 104,876	$ 96,921

Derivative Financial Instruments and Fair Value Measurements - Other Derivative Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Derivative [Line Items]
Change in fair value of derivative instruments, net	$ (66)	$ 236
Other Derivatives
Derivative [Line Items]
Change in fair value of derivative instruments, net	4,621	0
Put option to Meteora
Derivative [Line Items]
Change in fair value of derivative instruments, net	311	0
Sponsor Earnout Awards
Derivative [Line Items]
Change in fair value of derivative instruments, net	310	0
OPAL Earnout Awards
Derivative [Line Items]
Change in fair value of derivative instruments, net	$ 4,000	$ 0

Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Right-Of-Use Assets And Lease Liabilities

Right-of-use assets and Lease liabilities as of March 31, 2023 and December 31, 2022 are as follows:


Description	Location in Balance Sheet	March 31, 2023		December 31, 2022
Assets:
Operating leases (1):
Site leases (2)	Right-of-use assets	$	10,298	$	10,338
Office lease (3)	Right-of-use assets	1,299		1,406
		11,597		11,744
Finance leases (1):
Vehicle leases	Property, plant and equipment, net	1,135		1,236
		12,732		12,980
Liabilities (1):
Sites leases	Lease liabilities - current portion	188		181
Office lease	Lease liabilities - current portion	479		449
Vehicle leases	Accrued expenses and other current liabilities	410		449
		1,077		1,079

Sites leases	Lease liabilities - non-current portion	10,114		10,135
Office lease	Lease liabilities - non-current portion	986		1,110
Vehicle leases	Other long-term liabilities	740		825
		$	11,840	$	12,070

(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.

The table below presents components of the Company's lease expense for the three months ended March 31, 2023 and 2022:


Description	Location in Statement of Operations	Three Months Ended March 31,
		2023		2022
Operating lease expense for site leases	Cost of sales - RNG Fuel	$	263	$	263
Operating lease expense for office lease	Selling, general, administrative expenses	121		121
Amortization of right-of-use assets - finance leases	Depreciation, amortization and accretion expense	140		83
Interest expense on lease liabilities - finance leases	Interest and financing expense, net	16		6
		$	540	$	473

The Company does not have material short term lease expense for the three months ended March 31, 2023 and 2022.

The Company did not enter into any operating leases greater than 12 months for the three months ended March 31, 2023.


Weighted average remaining lease term (years)	March 31, 2023
Operating leases	18.5 years
Financing leases	2.9 years
Weighted average discount rate
Operating leases	7.91	%
Financing leases	5.98	%

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 March 31, 2023:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	783		$	391		$	360		$	1,534
2024	1,044			540			421			2,005
2025	1,044			562			314			1,920
2026	1,044			47			160			1,251
2027 and beyond	17,913			—						17,913
	21,828			1,540			1,255			24,623

Present value of lease liability	10,302			1,465			1,150			12,917

Lease liabilities - current portion	188			479			410			1,077
Lease liabilities - non-current portion	10,114			986			740			11,840
Total lease liabilities	$	10,302		$	1,465		$	1,150		$	12,917

Discount based on incremental borrowing rate	$	11,526		$	75		$	105		$	11,706

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 March 31, 2023:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	783		$	391		$	360		$	1,534
2024	1,044			540			421			2,005
2025	1,044			562			314			1,920
2026	1,044			47			160			1,251
2027 and beyond	17,913			—						17,913
	21,828			1,540			1,255			24,623

Present value of lease liability	10,302			1,465			1,150			12,917

Lease liabilities - current portion	188			479			410			1,077
Lease liabilities - non-current portion	10,114			986			740			11,840
Total lease liabilities	$	10,302		$	1,465		$	1,150		$	12,917

Discount based on incremental borrowing rate	$	11,526		$	75		$	105		$	11,706

Borrowings (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Borrowings

The following table summarizes the borrowings under the various debt facilities as of March 31, 2023 and December 31, 2022:


	March 31, 2023		December 31, 2022
Senior Secured Credit Facility, term loan	$	—	$	15,250
Less: unamortized debt issuance costs	—		—
Less: current portion	—		(15,250)
Senior Secured Credit Facility, term loan, net of debt issuance costs	—		—
Senior Secured Credit Facility, working capital facility	—		7,500
Less: current portion	—		(7,500)
Senior Secured Credit Facility, working capital facility	—		—
OPAL Term Loan	99,157		96,090
Less: unamortized debt issuance costs	(1,510)		(1,758)
Less: current portion	(27,732)		(27,732)
OPAL Term Loan, net of debt issuance costs	69,915		66,600
Sunoma Loan	23,000		23,000
Less: unamortized debt issuance costs	(895)		(908)
Less: current portion	(768)		(380)
Sunoma Loan, net of debt issuance costs	21,337		21,712
Convertible Note Payable	29,091		28,528
Less: current portion	(29,091)		(28,528)
Convertible Note Payable	—		—
Municipality Loan	31		76
Less: current portion	(31)		(76)
Municipality Loan	—		—
Non-current borrowings total	$	91,252	$	88,312

Schedule of Principal Maturities of Debt

As of March 31, 2023, principal maturities of debt are expected as follows, excluding any subsequent refinancing transactions and any undrawn debt facilities as of the date of the condensed consolidated balance sheets:


	OPAL Term Loan		Sunoma Loan		Convertible Note Payable (1)		Municipality Loan		Total
Nine months ending December 31, 2023	$	20,799	$	380	$	29,091	$	31	$	50,301
Fiscal year:
2024	27,732		1,608		—		—		29,340
2025	50,626		1,743		—		—		52,369
2026	—		1,883		—		—		1,883
2027	—		17,386				—		17,386
	$	99,157	$	23,000	$	29,091	$	31	$	151,279

(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 three months ended March 31, 2023 and 2022:


	Three Months Ended March 31,
		2023		2022
Senior Secured Credit Facility		$	281	$	580
Convertible Note Payable mark-to-market		563		1,020
Sunoma Loan		445		510
OPAL Term Loan (1)		19		856
Commitment fees and other finance fees		128		101
Amortization of deferred financing cost		450		438
Interest expense on finance leases		16		6
Interest income		(1,261)		(454)
Total interest expense		$	641	$	3,057

(1) Excludes $1,808 of interest capitalized and recorded as part of Property, Plant and Equipment for the three months ended March 31, 2023.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Letters of Credit As of March 31, 2023 and December 31, 2022, the Company was required to maintain five and nine standby letters of credit totaling $1,498 and $2,292, 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.

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit - Changes in Redeemable Preferred Units (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) shares
Redeemable Preferred non-controlling interests
Increase (Decrease) In Temporary Equity, Amount [Roll Forward]
Beginning balance	$ 138,142
Series A units issued by OPAL Fuels	0
Paid-in-kind dividends attributable to OPAL Fuels	2,318
Paid-in kind dividends attributable to Class A common stockholders	445
Ending balance	$ 140,905
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	$ 32,736
Paid-in-kind dividends attributable to OPAL Fuels	549
Paid-in kind dividends attributable to Class A common stockholders	106
Ending balance	$ 33,391
Series A preferred units
Increase (Decrease) In Temporary Equity, Units [Roll Forward]
Beginning balance (in shares) \| shares	1,000,000
Ending balance (in shares) \| shares	1,000,000
Increase (Decrease) In Temporary Equity, Amount [Roll Forward]
Beginning balance	$ 105,406
Paid-in-kind dividends attributable to OPAL Fuels	1,769
Paid-in kind dividends attributable to Class A common stockholders	339
Ending balance	$ 107,514

Summary of Significant Accounting Policies - Other Expense (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Accounting Policies [Abstract]
Loss on warrant exchange	$ 338	$ 338	$ 0
Gain on transfer of non-financial asset in exchange for services rendered		(270)	0
Other expense		$ 68	$ 0

Investments in Other Entities (Tables)

3 Months Ended

Mar. 31, 2023

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			Total
Percentage of ownership	50		%	50		%	20		%

Balance at December 31, 2022	$	22,518		$	25,165		$	4,082		$	51,765
Net income from equity method investment	194			714			(203)			705
Distributions from return of investment in equity method investment	—			(1,900)			—			(1,900)
Balance at March 31, 2023	$	22,712		$	23,979		$	3,879		$	50,570

The following table summarizes the net income from equity method investments:


	Three Months Ended March 31,
		2023		2022
Revenue		$	7,539	$	296
Gross profit		1,651		(991)
Net income		(213)		(1,177)

Net income from equity method investments		$	705	$	(657)

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands					3 Months Ended		8 Months Ended	12 Months Ended
	Jan. 26, 2023 shares	Jan. 23, 2023 USD ($) $ / shares shares	Jul. 21, 2022 USD ($) $ / shares shares	Jul. 20, 2022 shares	Mar. 31, 2023 USD ($) producer $ / shares	Mar. 31, 2022 USD ($)	Mar. 31, 2023 USD ($) producer $ / shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Nov. 29, 2021
Revenue from External Customer [Line Items]
Restricted cash held in escrow								$ 16,849
Cash held in restricted account								8,581
Short term investments					$ 36,989		$ 36,989	$ 64,976
Contingent consideration (in shares) \| shares			10,000,000
Gain on Earnout Awards					4,310
Stock issued (in shares) \| shares								1,000,000
Fair value of shares acquired					11,614
Allowance for doubtful accounts					84		84	$ 0
Estimated value of total asset retirement obligation					$ 6,358		$ 6,358	6,256
Number of natural gas producers \| producer					2		2
Net revenues after discount under purchase and sales agreement					$ 42,957	$ 49,047
Revenue recognized included in contract liabilities					8,013				$ 9,785
Backlog					59,511		$ 59,511
Class B 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					$ 7,720		$ 1,013,835
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
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
Meteora \| Forward Purchase Agreement
Revenue from External Customer [Line Items]
Contingent consideration (in shares) \| shares			2,000,000
Contingent consideration, escrow		$ 16,391	$ 20,040
Contingent consideration, price (in dollars per share) \| $ / shares			$ 10.02		$ 10.02		$ 10.02
Contingent consideration period			6 months
Fair value of shares acquired		$ 11,614
Closing share price (in dollars per share) \| $ / shares		$ 7.01
Offset to derivative liabilities		$ 4,777
Meteora \| Forward Purchase Agreement \| ArcLight Class A Common STock
Revenue from External Customer [Line Items]
Stock issued (in shares) \| shares		1,635,783		2,000,000
Sponsor \| Class A common stock
Revenue from External Customer [Line Items]
Forfeited shares (in shares) \| shares	197,258
Accounts Payable \| Supplier Concentration Risk \| One Vendor
Revenue from External Customer [Line Items]
Concentration risk percentage					54.00%			19.00%
Three Customers \| Revenue Benchmark \| Customer Concentration Risk
Revenue from External Customer [Line Items]
Concentration risk percentage					44.00%	50.00%
Three Customers \| Accounts Receivable \| Customer Concentration Risk
Revenue from External Customer [Line Items]
Concentration risk percentage					37.00%
Two Customers \| Accounts Receivable \| Customer Concentration Risk
Revenue from External Customer [Line Items]
Concentration risk percentage								44.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue from External Customer [Line Items]
Backlog recognition period (in months)					12 months		12 months
Transferred over Time
Revenue from External Customer [Line Items]
Percentage of revenue recognized over time					16.60%	20.10%
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					$ 6,208	$ 12,896
Natural Gas, Renewable And Fuel Station Services \| NextEra
Revenue from External Customer [Line Items]
Net revenues after discount under purchase and sales agreement					$ 6,208	$ 12,896

Reportable Segments and Geographic Information (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Schedule of Total Revenues by Segment

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.


	Three Months Ended March 31,
		2023		2022
Revenues:
Renewable Power		$	9,918	$	9,637
RNG Fuel		19,733		18,098
Fuel Station Services		24,575		24,170
Other(1)		17		36
Intersegment		(3,747)		(2,598)
Equity Method Investment(s)		(7,539)		(296)
		$	42,957	$	49,047

____________

(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


	Three Months Ended March 31,
		2023		2022
Interest and Financing Expense, Net:
Renewable Power		$	(264)	$	(917)
RNG Fuel		(655)		(88)
Fuel Station Services		10		(6)
Corporate		268		(2,046)
		$	(641)	$	(3,057)


	Three Months Ended March 31,
		2023		2022
Depreciation, Amortization, and Accretion:
Renewable Power		$	1,452	$	1,798
RNG Fuel		2,024		1,126
Fuel Station Services		790		666
Other(1)		16		33
Equity Method Investment(s)		(715)		(227)
		$	3,567	$	3,396

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


	Three Months Ended March 31,
		2023		2022
Cash paid for Purchases of Property, Plant, and Equipment:
Renewable Power		$	—	$	—
Fuel Station Services		5,665		1,911
RNG Fuel		33,115		20,598
		$	38,780	$	22,509

Schedule of Net (Loss) Income


	Three Months Ended March 31,
		2023		2022
Net loss
Renewable Power		$	(903)	$	(2,078)
RNG Fuel		1,177		1,918
Fuel Station Services		41		4,555
Corporate		(8,366)		(8,205)
Equity Method Investment(s)		705		(657)
		$	(7,346)	$	(4,467)

Total Assets


	March 31, 2023		December 31, 2022
Total Assets:
Renewable Power	$	46,199	$	43,468
RNG Fuel	347,591		347,750
Fuel Station Services	110,113		119,669
Corporate and other	52,229		82,204
Equity Method Investment(s)	50,570		51,765
	$	606,702	$	644,856

Related Parties

3 Months Ended

Mar. 31, 2023

Related Parties

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

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 $655 and $600 for the three months ended March 31, 2023 and 2022. Please see Note 13. Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit, for additional information.

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. 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 $2,108 and $117 for the three months ended March 31, 2023 and 2022, respectively. Please see Note 13. Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' deficit, 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 three months ended March 31, 2023 and 2022, the Company earned net revenues after discount and fees of $6,208 and $12,896, respectively, under this contract which was recorded as part of Revenues - RNG fuel and Fuel Station Services. 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 enters into commodity swap contracts on a periodic basis. As of March 31, 2023 and December 31, 2022, 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 9. Derivative Financial Instruments and Fair Value Measurements for additional information. The Company recorded $1,527 and $1,026 as revenues earned under the commodity swap contracts for the three months ended March 31, 2023 and 2022.

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 20% 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 a net loss of $203 and $96 as its share of net loss for the three months ended March 31, 2023 and 2022.

Sales contracts with Related Parties

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 of 2021. For the three months ended March 31, 2023 and 2022, the Company earned environmental processing fees of $585 and $0 net of intersegment elimination, under this agreement which are included in Fuel Station Services revenues in the condensed consolidated statements of operations.

Service agreements with Related Parties

On December 31, 2020, OPAL Fuels signed a management, operations, and maintenance services agreement (“Administrative Services Agreement”) with Fortistar LLC ("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 three months ended March 31, 2023 and 2022, 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.

The following table summarizes the various fees recorded under the agreements described above which are included in "Selling, general, and administrative" expenses:


	Three Months Ended March 31,
	2023		2022
Staffing and management services	$	575	$	473
Rent - fixed compensation	165		183
IT services	726		539
Total	$	1,466	$	1,195

As of March 31, 2023 and December 31, 2022, the Company had Accounts payable, related party in the amounts of $839 and $1,346, respectively.

Borrowings - Schedule of Principal Maturities of Debt (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Debt Instrument [Line Items]
Nine months ending December 31, 2023	$ 50,301
2024	29,340
2025	52,369
2026	1,883
2027	17,386
Total	151,279
OPAL Term Loan \| OPAL Term Loan
Debt Instrument [Line Items]
Nine months ending December 31, 2023	20,799
2024	27,732
2025	50,626
2026	0
2027	0
Total	99,157
Sunoma Loan
Debt Instrument [Line Items]
Nine months ending December 31, 2023	380
2024	1,608
2025	1,743
2026	1,883
2027	17,386
Total	23,000
Convertible Note Payable
Debt Instrument [Line Items]
Nine months ending December 31, 2023	29,091
2024	0
2025	0
2026	0
2027
Total	29,091
Municipality Loan
Debt Instrument [Line Items]
Nine months ending December 31, 2023	31
2024	0
2025	0
2026	0
2027	0
Total	$ 31

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents (includes $7,274 and $12,506 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	$ 33,264	$ 40,394
Accounts receivable, net (includes $252 and $966 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	29,979	31,083
Accounts receivable, related party	4,046	12,421
Restricted cash - current (includes $688 and $6,971 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	688	32,402
Short term investments	36,989	64,976
Fuel tax credits receivable	2,494	4,144
Contract assets	8,545	9,771
Parts inventory	9,279	7,311
Environmental credits held for sale (includes $29 and $— at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	2,527	1,674
Prepaid expense and other current assets (includes $251 and $415 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	6,547	7,625
Derivative financial assets, current portion	449	182
Total current assets	134,807	211,983
Capital spares	3,455	3,443
Property, plant, and equipment, net (includes $93,225 and $73,140 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	336,299	297,323
Operating right-of-use assets	11,597	11,744
Investment in other entities	50,570	51,765
Note receivable - variable fee component	2,019	1,942
Derivative financial assets, non-current portion	1,057	954
Deferred financing costs	2,924	3,013
Other long-term assets	1,489	1,489
Intangible assets, net	2,007	2,167
Restricted cash - non-current (includes $3,157 and $2,923 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	5,870	4,425
Goodwill	54,608	54,608
Total assets	606,702	644,856
Current liabilities:
Accounts payable (includes $10,430 and $4,896 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	23,298	22,679
Accounts payable, related party (includes $279 and $433 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	839	1,346
Fuel tax credits payable	2,380	3,320
Accrued payroll	10,525	8,979
Accrued capital expenses (includes $8,027 and $7,821 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	15,424	11,922
Accrued expenses and other current liabilities (includes $178 and $646 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	8,374	9,573
Contract liabilities	8,518	8,013
OPAL Term Loan, current portion	27,732	27,732
Sunoma Loan, current portion (includes $768 and $380 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	768	380
Convertible Note Payable	29,091	28,528
Municipality Loan	31	76
Derivative financial liability, current portion	0	4,596
Operating lease liabilities - current portion	667	630
Other current liabilities	1,771	1,085
Asset retirement obligation, current portion	1,296	1,296
Total current liabilities	130,714	152,905
Asset retirement obligation, non-current portion	5,062	4,960
OPAL Term Loan	69,915	66,600
Sunoma Loan, net of debt issuance costs (includes $21,337 and $21,712 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	21,337	21,712
Operating lease liabilities - non-current portion	11,100	11,245
Earn out liabilities	4,480	8,790
Other long-term liabilities	740	825
Total liabilities	243,348	267,037
Commitments and contingencies
Stockholders' deficit
Additional paid-in capital	0	0
Accumulated deficit	(807,895)	(800,813)
Accumulated other comprehensive income	137	195
Class A common stock in treasury, at cost; 1,635,783 and 0 shares at March 31, 2023 and December 31, 2022, respectively	(11,614)	0
Total Stockholders' deficit attributable to the Company	(819,355)	(800,601)
Non-redeemable non-controlling interests	27,969	26,445
Total Stockholders' deficit	(791,386)	(774,156)
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit	606,702	644,856
Senior Secured Credit Facility, term loan
Current liabilities:
Senior Secured Credit Facility - term loan, current portion, net of debt issuance costs	0	15,250
Senior Secured Credit Facility - working capital facility, current portion	0	15,250
Senior Secured Credit Facility, working capital facility
Current liabilities:
Senior Secured Credit Facility - term loan, current portion, net of debt issuance costs	0	7,500
Senior Secured Credit Facility - working capital facility, current portion	0	7,500
Redeemable preferred non-controlling interests
Current liabilities:
Redeemable non-controlling interests	140,905	138,142
Redeemable non-controlling interests
Current liabilities:
Redeemable non-controlling interests	1,013,835	1,013,833
Class A common stock
Stockholders' deficit
Common stock	3	3
Common Class B
Stockholders' deficit
Common stock	0	0
Common Class C
Stockholders' deficit
Common stock	0	0
Class D common stock
Stockholders' deficit
Common stock	$ 14	$ 14

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	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 condensed 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 in the condensed consolidated balance sheets and as a non-redeemable non-controlling interests in the condensed consolidated statements of changes in redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' deficit. The accompanying condensed consolidated financial statements reflect the activities of the Company, its subsidiaries, and its equity method investments for the three months ended March 31, 2023 and 2022. Investments in unconsolidated entities in which the Company can influence the operating or financial decisions are accounted for under the equity method. As of March 31, 2023 and December 31, 2022, 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. Please see Note 3. Investment in Other Entities, for additional information. The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission ("SEC"). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, it does not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The information herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2022 Annual Report on Form 10-K, which was filed with SEC on March 30, 2023. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results, and cash flows for the periods presented.
Use of estimates	Use of estimates The preparation of condensed 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 condensed 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. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.
Accounting Pronouncements	Accounting Pronouncements 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. The accounting standard amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. Under the new guidance, an entity recognizes as an allowance its estimate of lifetime expected credit losses will result in more timely recognition of such losses. The Company adopted the accounting standard using the prospective transition approach as of January 1, 2023. The cumulative effect upon adoption was not material to our condensed consolidated financial statements. The adoption of ASC 326 primarily impacted our trade receivables and the Note receivable recorded on our condensed consolidated balance sheet as of March 31, 2023. Upon adoption of ASC 326, the Company assessed collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considered historical collectability based on past due status and made judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considered customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. The carrying value of the Note receivable on the condensed consolidated balance sheet as of March 31, 2023 is based on discounted expected cash flows model which are adjusted on a quarterly basis. Therefore, the Company determined that the credit risk component is included in the carrying value at each reporting period. The adoption of ASC 326 did not have any material impact on our condensed consolidated financial statements. In March 2023, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). The Update requires the entities to classify and account for a leasing arrangement between entities under common control on the same basis as an arrangement with an unrelated party. The Update also requires leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset and account for as a transfer between entities under common control through an adjustment to equity if and when the lessee no longer controls the use of the underlying asset. The amendments in this Update are effective for fiscal years beginning after December 15, 2023 including interim fiscal periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this Update on its condensed consolidated financial statements.
Short term investments	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 $36,989 and 64,976 as of March 31, 2023 and December 31, 2022, respectively, consists of cash invested in money market accounts with maturities ranging between 1 and 12 months as of the reporting date. 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.
Earnout Liabilities	Earnout LiabilitiesIn 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 condensed consolidated statement of operations as part of change in fair value of derivative instruments, net.
Redeemable non-controlling interests	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 B 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 condensed 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.
Net loss per share	Net loss 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. The Company's diluted earnings per share includes effects of the Company's outstanding equity awards under the 2022 Plan (as defined elsewhere in these financial statements), Redeemable non-controlling interests (OPAL Fuels Class B units), redeemable preferred non-controlling interests, Sponsor Earnout Awards and OPAL Earnout Awards.
Asset Retirement Obligation	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.
Revenue Recognition	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 a current asset 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 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 three months ended March 31, 2023 and 2022, the Company earned net revenues after discount and fees of $6,208 and $12,896, respectively under this contract which was recorded as part of Revenues - RNG fuel and Fuel Station Services. 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 8. Leases.
Income Taxes	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 condensed 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. As a result of the Company’s up-C structure effective with the Business Combination, 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.
Concentration of Credit Risk	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.
Equity Method Investments	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 condensed consolidated balance sheets under the equity method, and the Company's proportionate net (loss) income, if any, is included in the Company's condensed consolidated statements of operations as (loss) income from equity method investments.
Leases	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. 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. 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 Fuel Station Service revenues are $570 and $524 related to the lease portion of the FPAs for the three months ended March 31, 2023 and 2022, respectively. Included in Renewable Power revenues are $331 and $614 related to the lease element of the PPAs for the three months ended March 31, 2023 and 2022, 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. –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. 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 condensed consolidated statement of operations for the three months ended March 31, 2023 and 2022. The lease expense for the office lease is recorded as part Selling, general and administrative expenses in its condensed consolidated statement of operations for the three months ended March 31, 2023 and 2022. 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 condensed statement of operations for the three months ended March 31, 2023 and 2022. 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.
Leases	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. 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. 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 Fuel Station Service revenues are $570 and $524 related to the lease portion of the FPAs for the three months ended March 31, 2023 and 2022, respectively. Included in Renewable Power revenues are $331 and $614 related to the lease element of the PPAs for the three months ended March 31, 2023 and 2022, 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. –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. 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 condensed consolidated statement of operations for the three months ended March 31, 2023 and 2022. The lease expense for the office lease is recorded as part Selling, general and administrative expenses in its condensed consolidated statement of operations for the three months ended March 31, 2023 and 2022. 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 condensed statement of operations for the three months ended March 31, 2023 and 2022. 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.
Interest rate swaps and Commodity swap contracts	Interest rate swaps 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 May 31, 2023. The Company accounted for the swaption as an economic hedge and included the change in the fair market value in the condensed 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 balance sheet. The effective portion of the swap is recorded in Accumulated other comprehensive income. 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 condensed consolidated balance sheets. 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 condensed consolidated statement of operations and Derivative financial asset — current and non-current in the condensed 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.
Fair value measurements	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 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 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.
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.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (7,346)	$ (4,467)
Other comprehensive loss:
Net unrealized loss on cash flow hedges	(356)	0
Total comprehensive loss	(7,702)	(4,467)
Net loss attributable to Redeemable non-controlling interests	(5,915)	(4,942)
Other comprehensive loss attributable to Redeemable non-controlling interests	(299)	0
Comprehensive loss attributable to non-redeemable non-controlling interests	(297)	(242)
Paid-in-kind preferred dividends	445	717
Comprehensive loss attributable to Class A common stockholders	$ (1,636)	$ 0

Leases - Narrative (Details) $ in Thousands			3 Months Ended		12 Months Ended
Leases - Narrative (Details) $ in Thousands	Feb. 02, 2025 USD ($)	Jan. 01, 2022 USD ($) agreement	Mar. 31, 2023 USD ($) facility agreement lease vehicle	Mar. 31, 2022 USD ($)	Feb. 01, 2025 USD ($)	Feb. 01, 2024 USD ($)	Feb. 01, 2023 USD ($)	Aug. 25, 2022 agreement
Operating Leased Assets [Line Items]
Total revenues			$ 42,957	$ 49,047
Number of vehicles \| vehicle			65
RNG Fuel
Operating Leased Assets [Line Items]
Number of facilities \| facility			2
Fuel Station Services
Operating Leased Assets [Line Items]
Total revenues			$ 20,828	24,874
Renewable Power
Operating Leased Assets [Line Items]
Total revenues			$ 9,935	9,124
Fuel Provider Agreements ("FPAs")
Operating Leased Assets [Line Items]
Number of agreements with minimum volume requirements \| agreement			2
Number of agreements amended with minimum volume requirements \| agreement								1
Fuel Provider Agreements ("FPAs") \| Fuel Station Services
Operating Leased Assets [Line Items]
Total revenues			$ 570	524
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			$ 331	$ 614
Site leases
Operating Leased Assets [Line Items]
Number of leases \| lease			3
Site leases \| Beacon
Operating Leased Assets [Line Items]
Term of lease		20 years
Rent expense		$ 11
Site leases \| MS Digester ("MS") And VS Digester ("VS")
Operating Leased Assets [Line Items]
Term of lease		20 years
Rent expense		$ 125
Site leases \| RNG Fuel
Operating Leased Assets [Line Items]
Number of facilities \| facility			3
Office leases
Operating Leased Assets [Line Items]
Term of lease			36 months
Rent expense			$ 26				$ 27
Additional renewal term (in years)			24 months
Number of leases \| lease			1
Office leases \| Subsequent Event \| Forecast
Operating Leased Assets [Line Items]
Rent expense	$ 46				$ 45	$ 43

Organization and Description of Business	3 Months Ended
Organization and Description of Business	Mar. 31, 2023
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. As of January 1, 2023, we adopted ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13"). ASU 2016-13 amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The adoption of the accounting standard did not have any material impact on our condensed consolidated financial statements. The Company adopted ASC 842 "Leases" 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 January 1, 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. The Company retrospectively adjusted the financial statements as of and for the three months ended March 31, 2022 to reflect the adoption of ASC 842. 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 three months ended March 31, 2023. 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.

Stock-based compensation (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Mar. 31, 2023	Jul. 21, 2022	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued (in shares)			1,000,000
Options granted (in shares)	196,961
Fair value (in dollars per share)	$ 5.26
Closing share price (in dollars per share)	6.97
Exercise price (in dollars per share)	$ 6.97
Fair value	$ 6,955
Stock options outstanding (in shares)	196,961
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted (in shares)	888,831
Shares outstanding (in shares)	1,446,763		422,349
Restricted Stock Units (RSUs) \| Director
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted (in shares)	135,583
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted (in shares)	274,617
Shares outstanding (in shares)	274,617
Share-Based Payment Arrangement, Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration term (in years)	10 years
Annual risk free interest rate	4.04%
Volatility	65.00%
2022 Omnibus Equity Incentive Plan ("2022 Plan")
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued (in shares)		19,811,726

Net loss Per Share - Narrative (Details) - shares	3 Months Ended
Net loss Per Share - Narrative (Details) - shares	Mar. 31, 2023	Mar. 31, 2022
Treasury Stock, Common
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	1,635,783	1,635,783
Class A common stock
Class of Warrant or Right [Line Items]
Forfeited shares (in shares)	197,258
Common Class B
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	144,399,037
Earnout Target
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	763,908	763,908
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

Derivative Financial Instruments and Fair Value Measurements - Derivatives Fair Values on Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Derivative assets (liabilities)	$ 714	$ 1,136
Swaption \| Derivatives designated as economic hedges:
Derivatives, Fair Value [Line Items]
Derivative assets	116	182
Interest rate swaps \| Derivatives designated as cash flow hedges:
Derivatives, Fair Value [Line Items]
Derivative assets	$ 598	$ 954

Variable Interest Entities - Narrative (Details)	3 Months Ended
Variable Interest Entities - Narrative (Details)	Mar. 31, 2023 variableInterestEntity member	Dec. 31, 2022 variableInterestEntity
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of variable interest entities	5	5
Number of variable interest entities consolidated	4	4
Number of members on independent board \| member	4

Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Non-current borrowings	$ 91,252	$ 88,312
Sunoma Loan
Debt Instrument [Line Items]
Long-term debt, gross	23,000	23,000
Less: unamortized debt issuance costs	(895)	(908)
Less: current portion	(768)	(380)
Non-current borrowings	21,337	21,712
Convertible Note Payable
Debt Instrument [Line Items]
Long-term debt, gross	29,091	28,528
Less: current portion	(29,091)	(28,528)
Non-current borrowings	0	0
Municipality Loan
Debt Instrument [Line Items]
Long-term debt, gross	31	76
Less: current portion	(31)	(76)
Non-current borrowings	0	0
OPAL Term Loan \| OPAL Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	99,157	96,090
Less: unamortized debt issuance costs	(1,510)	(1,758)
Less: current portion	(27,732)	(27,732)
Non-current borrowings	69,915	66,600
OPAL Term Loan \| Senior Secured Credit Facility, term loan \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	0	15,250
Less: unamortized debt issuance costs	0	0
Less: current portion	0	(15,250)
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	0	7,500
Less: current portion	0	(7,500)
Non-current borrowings	$ 0	$ 0

Intangible Assets, Net - Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Nine months ended December 31, 2023	$ 388
2024	267
2025	267
2026	239
2027	238
Thereafter	608
Intangible Assets, Net	$ 2,007	$ 2,167

Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2023

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 condensed consolidated balance sheets and are included in the asset totals listed in the table below.


	As of March 31, 2023		As of December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	7,274	$	12,506
Accounts receivable, net	252		966
Restricted cash - current	688		6,971
Environmental credits held for sale	29		—
Prepaid expenses and other current assets	251		415
Total current assets	8,494		20,858
Property, plant and equipment, net	93,225		73,140
Restricted cash, non-current	3,157		2,923
Total assets	$	104,876	$	96,921

Liabilities and equity
Current liabilities:
Accounts payable	$	10,430	$	4,896
Accounts payable, related party	279		433
Accrued capital expenses	8,027		7,821
Accrued expenses	178		646
Sunoma Loan- current portion	768		380
Total current liabilities	19,682		14,176
Sunoma loan, net of debt issuance costs	21,337		21,712
Total liabilities	41,019		35,888
Equity
Stockholders' equity	35,888		34,588
Non-redeemable non-controlling interests	27,969		26,445
Total equity	63,857		61,033
Total Liabilities and Equity	$	104,876	$	96,921

- 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

Borrowings - Narrative (Details) $ in Thousands								1 Months Ended			3 Months Ended
Borrowings - Narrative (Details) $ in Thousands	Dec. 19, 2022 USD ($)	Aug. 05, 2022	Aug. 04, 2022 USD ($)	Jul. 19, 2022 USD ($)	Oct. 22, 2021 USD ($) facility	Aug. 27, 2020 USD ($)	Sep. 21, 2015 USD ($)	Sep. 30, 2022 USD ($)	Jul. 31, 2022 USD ($) shares	Mar. 31, 2022 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	May 01, 2021 USD ($)
Debt Instrument [Line Items]
Repayment of Senior Secured Credit Facility											$ 22,750	$ 1,219
Cash dividends received											125	126
Long-term asset											489		$ 489
Convertible Note Payable											29,091		28,528
Change in fair value of Convertible Note Payable											563	1,020
Loan outstanding											151,279
Interest capitalized											$ 1,808	$ 0
Senior Secured Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount							$ 150,000
Repayment of Senior Secured Credit Facility							$ 14,300
Weighed average effective interest rate											5.60%	3.45%
Senior Secured Credit Facility \| Secured Overnight Financing Rate (SOFR) \| Variable Rate, Fixed Margin, Period One
Debt Instrument [Line Items]
Basis spread on permanent loan							2.75%
Senior Secured Credit Facility \| Secured Overnight Financing Rate (SOFR) \| Variable Rate, Fixed Margin, Period Two
Debt Instrument [Line Items]
Basis spread on permanent loan							3.00%
Senior Secured Credit Facility \| Secured Overnight Financing Rate (SOFR) \| Variable Rate, Fixed Margin, Period Three
Debt Instrument [Line Items]
Basis spread on permanent loan							3.25%
Sunoma Loan
Debt Instrument [Line Items]
Aggregate principal amount						$ 20,000
Debt outstanding											$ 23,000		23,000
Maximum debt to worth ratio						500.00%
Minimum current ratio						100.00%
Minimum required debt service coverage ratio						125.00%
Loan outstanding											$ 23,000
Interest rate during period											7.84%	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											$ 29,091		28,528
Interest rate on loan										8.00%	8.00%	8.00%		8.00%
Percentage of notes converted									50.00%
Redeemed outstanding debt									$ 30,595
Change in fair value of Convertible Note Payable											$ 563	$ 1,020
Loan outstanding											29,091
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											$ 31		76
Interest rate on loan											3.00%
Payments											$ 1,600
Loan outstanding											$ 31
Weighed average effective interest rate											3.00%	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											$ 99,157		96,090
Proceeds from OPAL Term Loan											10,000
Amount remaining to be borrowed under term loan					90,000
Additional borrowing capacity					$ 35,000
Maximum leverage ratio					4
Loan outstanding											$ 99,157
Weighed average effective interest rate											8.40%	4.93%
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
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 \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on permanent loan					3.00%
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 \| Secured Overnight Financing Rate (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											0		15,250
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
Debt outstanding											$ 0		$ 7,500

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	May 11, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
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 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
Entity Shell Company	false
Entity Central Index Key	0001842279
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		27,694,332
Class D common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		144,399,037

Investments in Other Entities - Summary of Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Aug. 31, 2021
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance	$ 51,765
Net income from equity method investment	705	$ (657)
Distributions from return of investment in equity method investment	(1,900)
Ending balance	$ 50,570
Pine Bend
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	50.00%
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance	$ 22,518
Net income from equity method investment	194
Distributions from return of investment in equity method investment	0
Ending balance	$ 22,712
Noble Road
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	50.00%
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance	$ 25,165
Net income from equity method investment	714
Distributions from return of investment in equity method investment	(1,900)
Ending balance	$ 23,979
GREP
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	20.00%		20.00%
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance	$ 4,082
Net income from equity method investment	(203)	$ (96)
Distributions from return of investment in equity method investment	0
Ending balance	$ 3,879

Borrowings

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Borrowings

BorrowingsThe following table summarizes the borrowings under the various debt facilities as of March 31, 2023 and December 31, 2022:


	March 31, 2023		December 31, 2022
Senior Secured Credit Facility, term loan	$	—	$	15,250
Less: unamortized debt issuance costs	—		—
Less: current portion	—		(15,250)
Senior Secured Credit Facility, term loan, net of debt issuance costs	—		—
Senior Secured Credit Facility, working capital facility	—		7,500
Less: current portion	—		(7,500)
Senior Secured Credit Facility, working capital facility	—		—
OPAL Term Loan	99,157		96,090
Less: unamortized debt issuance costs	(1,510)		(1,758)
Less: current portion	(27,732)		(27,732)
OPAL Term Loan, net of debt issuance costs	69,915		66,600
Sunoma Loan	23,000		23,000
Less: unamortized debt issuance costs	(895)		(908)
Less: current portion	(768)		(380)
Sunoma Loan, net of debt issuance costs	21,337		21,712
Convertible Note Payable	29,091		28,528
Less: current portion	(29,091)		(28,528)
Convertible Note Payable	—		—
Municipality Loan	31		76
Less: current portion	(31)		(76)
Municipality Loan	—		—
Non-current borrowings total	$	91,252	$	88,312


	OPAL Term Loan		Sunoma Loan		Convertible Note Payable (1)		Municipality Loan		Total
Nine months ending December 31, 2023	$	20,799	$	380	$	29,091	$	31	$	50,301
Fiscal year:
2024	27,732		1,608		—		—		29,340
2025	50,626		1,743		—		—		52,369
2026	—		1,883		—		—		1,883
2027	—		17,386				—		17,386
	$	99,157	$	23,000	$	29,091	$	31	$	151,279

(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, (ii) a working capital letter of credit facility of up to $19,000 and (iii) a 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 March 31, 2023 and December 31, 2022, $0 and $15,250, 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 the secured overnight financing rate ("SOFR") 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.

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.

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 three months ended March 31, 2023 and 2022, the Company received cash dividends of $125 and $126, respectively, which were recorded as credits to interest expense in its condensed consolidated statements of operations. Additionally, the Company recorded $489 as a long-term asset on its condensed consolidated balance sheets at March 31, 2023 and December 31, 2022, 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 was 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), New River, OPAL Fuels Services LLC and the Company's share of ownership interests in Pine Bend and Noble Road along with cash bank accounts and a security interest in the Company’s environmental credits. The proceeds of the OPAL Term Loan were used for general corporate purposes, including investments in RNG projects being developed by the Company.

As of March 31, 2023 and December 31, 2022, the outstanding loan balance (current and non-current) excluding deferred financing costs was $99,157 and $96,090, respectively. During the first quarter of 2023, the Company borrowed the remaining $10,000 under the 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 March 31, 2023, 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 under long term assets in the condensed consolidated balance Sheet as of March 31, 2023.

The significant assets of Sunoma are parenthesized in the condensed consolidated balance sheets as March 31, 2023 and December 31, 2022. See Note 12. 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. The fair value was subsequently remeasured on each reporting date and the change in fair value recorded as interest expense in the condensed consolidated statement of operations for each reporting period. At March 31, 2023 and December 31, 2022, the Convertible Note was classified as a current liability in the condensed consolidated balance sheets at a fair value of $29,091 and $28,528, respectively, as it is redeemable on demand by the Company or Ares.

The Company recorded $563 and $1,020 as change in fair value of Convertible Note for the three months ended March 31, 2023 and 2022 respectively as interest and financing expense, net.

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 March 31, 2023 and December 31, 2022, $31 and $76, respectively, were outstanding on the loan. The loan was fully repaid in April 2023.

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 condensed consolidated balance sheet as of March 31, 2023.

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 March 31, 2023 and December 31, 2022, there was no principal amount outstanding under the OPAL Term Loan II.

Interest rates

2023

For the three months ended March 31, 2023, the weighted average effective interest rate including amortization of debt issuance costs on Senior Secured Credit Facility was 5.6% including a margin plus SOFR. The debt was repaid in full in March 2023.

For the three months ended March 31, 2023, the weighted average effective interest rate including amortization of debt issuance costs on OPAL Term Loan was 8.4%.

For the three months ended March 31, 2023, the interest rate on Sunoma Loan was 7.84%.

For the three months ended March 31, 2023, the payment-in-kind interest rate on Convertible Note Payable was 8.00%.

For the three months ended March 31, 2023, the weighted average interest rate on Municipality loan was 3.00%.

2022

For the three months ended March 31, 2022, the weighted average effective interest rate on Senior Secured Credit Facility including amortization of debt issuance costs on Senior Secured Credit Facility was 3.45% including a margin plus LIBOR.

For the three months ended March 31, 2022, the weighted average effective interest rate on OPAL Term Loan including amortization of debt issuance costs was 4.93%.

For three months ended March 31, 2022, the interest rate on Sunoma loan was 7.75%.

For the three months ended March 31, 2022, the payment-in-kind interest rate on Convertible Note Payable was 8.0%.

For the three months ended March 31, 2022, the weighted average interest rate on Municipality loan was 3.0%.

The following table summarizes the Company's total interest expense for the three months ended March 31, 2023 and 2022:


	Three Months Ended March 31,
		2023		2022
Senior Secured Credit Facility		$	281	$	580
Convertible Note Payable mark-to-market		563		1,020
Sunoma Loan		445		510
OPAL Term Loan (1)		19		856
Commitment fees and other finance fees		128		101
Amortization of deferred financing cost		450		438
Interest expense on finance leases		16		6
Interest income		(1,261)		(454)
Total interest expense		$	641	$	3,057

(1) Excludes $1,808 of interest capitalized and recorded as part of Property, Plant and Equipment for the three months ended March 31, 2023.

- 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

Related Parties - Narrative (Details) $ in Thousands			1 Months Ended	3 Months Ended		8 Months Ended	12 Months Ended
Related Parties - Narrative (Details) $ in Thousands	Nov. 29, 2021 USD ($) subsidiary shares	Dec. 31, 2020 USD ($)	Aug. 31, 2021 USD ($) shares	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021	Dec. 31, 2022 USD ($) shares
Related Party Transaction [Line Items]
Paid-in-kind dividends issued and outstanding units				$ 2,108	$ 117
Stock subscribed (in shares) \| shares	1,000,000
Amount sold							$ 100,000
Stock issued (in shares) \| shares							1,000,000
Total revenues				42,957	49,047
Income (loss) from equity method investments				705	(657)
Accounts payable, related party				839			$ 1,346
Renewable Power
Related Party Transaction [Line Items]
Total revenues				9,935	9,124
Revenues from related parties				1,527	1,026
Reynolds
Related Party Transaction [Line Items]
Percentage of ownership interest acquired			100.00%
Cash payments			$ 12,020
Affiliated Entity \| Hillman
Related Party Transaction [Line Items]
Common units, shares issued (in shares) \| shares	14
Total consideration from related parties	$ 30,000
Affiliated Entity \| Reynolds \| GREP
Related Party Transaction [Line Items]
Cash consideration			$ 1,570
Affiliated Entity \| Pine Bend, Sunoma And Noble Road \| Environmental Processing Fees
Related Party Transaction [Line Items]
Revenues from related parties				$ 585	0
Term of related party contract (in years)						10 years
Parent Company \| Fortistar \| Administrative Services Agreement
Related Party Transaction [Line Items]
Service fees per year		$ 580
GREP
Related Party Transaction [Line Items]
Percentage of ownership			20.00%	20.00%
Income (loss) from equity method investments				$ (203)	(96)
GREP \| BioTown Biogas LLC (“Biotown”)
Related Party Transaction [Line Items]
Percentage of ownership			50.00%
RNG Fuel \| NextEra
Related Party Transaction [Line Items]
Minimum of environmental attributes to be sold, percentage	90.00%
Total revenues				6,208	12,896
RNG Fuel \| Hillman \| Affiliated Entity
Related Party Transaction [Line Items]
Number of noncontrolling interests in renewable natural gas project subsidiaries \| subsidiary	4
Series A-1 preferred units \| Affiliated Entity \| Hillman
Related Party Transaction [Line Items]
Preferred units, shares issued (in shares) \| shares	300,000
Paid-in-kind dividends issued and outstanding units				$ 655	$ 600
Common Class B \| Affiliated Entity \| Reynolds \| GREP
Related Party Transaction [Line Items]
Equity investment held (in shares) \| shares			1,570

Reportable Segments and Geographic Information - Schedule of Cash Paid for Purchases of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	$ 38,780	$ 22,509
Operating Segments \| Renewable Power (includes revenues from related party of $1,527 and $1,026 for the three months ended March 31, 2023 and 2022, respectively)
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	0	0
Operating Segments \| Fuel Station Services
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	5,665	1,911
Operating Segments \| RNG Fuel
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	$ 33,115	$ 20,598

Leases

3 Months Ended

Mar. 31, 2023

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.

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.

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 Fuel Station Service revenues are $570 and $524 related to the lease portion of the FPAs for the three months ended March 31, 2023 and 2022, respectively. Included in Renewable Power revenues are $331 and $614 related to the lease element of the PPAs for the three months ended March 31, 2023 and 2022, 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.

–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. 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 condensed consolidated statement of operations for the three months ended March 31, 2023 and 2022. The lease expense for the office lease is recorded as part Selling, general and administrative expenses in its condensed consolidated statement of operations for the three months ended March 31, 2023 and 2022.

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 condensed statement of operations for the three months ended March 31, 2023 and 2022.

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 March 31, 2023 and December 31, 2022 are as follows:


Description	Location in Balance Sheet	March 31, 2023		December 31, 2022
Assets:
Operating leases (1):
Site leases (2)	Right-of-use assets	$	10,298	$	10,338
Office lease (3)	Right-of-use assets	1,299		1,406
		11,597		11,744
Finance leases (1):
Vehicle leases	Property, plant and equipment, net	1,135		1,236
		12,732		12,980
Liabilities (1):
Sites leases	Lease liabilities - current portion	188		181
Office lease	Lease liabilities - current portion	479		449
Vehicle leases	Accrued expenses and other current liabilities	410		449
		1,077		1,079

Sites leases	Lease liabilities - non-current portion	10,114		10,135
Office lease	Lease liabilities - non-current portion	986		1,110
Vehicle leases	Other long-term liabilities	740		825
		$	11,840	$	12,070

The table below presents components of the Company's lease expense for the three months ended March 31, 2023 and 2022:


Description	Location in Statement of Operations	Three Months Ended March 31,
		2023		2022
Operating lease expense for site leases	Cost of sales - RNG Fuel	$	263	$	263
Operating lease expense for office lease	Selling, general, administrative expenses	121		121
Amortization of right-of-use assets - finance leases	Depreciation, amortization and accretion expense	140		83
Interest expense on lease liabilities - finance leases	Interest and financing expense, net	16		6
		$	540	$	473

The Company does not have material short term lease expense for the three months ended March 31, 2023 and 2022.

The Company did not enter into any operating leases greater than 12 months for the three months ended March 31, 2023.


Weighted average remaining lease term (years)	March 31, 2023
Operating leases	18.5 years
Financing leases	2.9 years
Weighted average discount rate
Operating leases	7.91	%
Financing leases	5.98	%

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of March 31, 2023:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	783		$	391		$	360		$	1,534
2024	1,044			540			421			2,005
2025	1,044			562			314			1,920
2026	1,044			47			160			1,251
2027 and beyond	17,913			—						17,913
	21,828			1,540			1,255			24,623

Present value of lease liability	10,302			1,465			1,150			12,917

Lease liabilities - current portion	188			479			410			1,077
Lease liabilities - non-current portion	10,114			986			740			11,840
Total lease liabilities	$	10,302		$	1,465		$	1,150		$	12,917

Discount based on incremental borrowing rate	$	11,526		$	75		$	105		$	11,706

Leases

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

Lessor contracts

Fuel Provider agreements

Power Purchase agreements

The adoption of ASC 842 did not materially impact the revenue recognition for the above contracts.

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.

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

Lease Disclosures Under ASC 842

Right-of-use assets and Lease liabilities as of March 31, 2023 and December 31, 2022 are as follows:


Description	Location in Balance Sheet	March 31, 2023		December 31, 2022
Assets:
Operating leases (1):
Site leases (2)	Right-of-use assets	$	10,298	$	10,338
Office lease (3)	Right-of-use assets	1,299		1,406
		11,597		11,744
Finance leases (1):
Vehicle leases	Property, plant and equipment, net	1,135		1,236
		12,732		12,980
Liabilities (1):
Sites leases	Lease liabilities - current portion	188		181
Office lease	Lease liabilities - current portion	479		449
Vehicle leases	Accrued expenses and other current liabilities	410		449
		1,077		1,079

Sites leases	Lease liabilities - non-current portion	10,114		10,135
Office lease	Lease liabilities - non-current portion	986		1,110
Vehicle leases	Other long-term liabilities	740		825
		$	11,840	$	12,070

The table below presents components of the Company's lease expense for the three months ended March 31, 2023 and 2022:


Description	Location in Statement of Operations	Three Months Ended March 31,
		2023		2022
Operating lease expense for site leases	Cost of sales - RNG Fuel	$	263	$	263
Operating lease expense for office lease	Selling, general, administrative expenses	121		121
Amortization of right-of-use assets - finance leases	Depreciation, amortization and accretion expense	140		83
Interest expense on lease liabilities - finance leases	Interest and financing expense, net	16		6
		$	540	$	473

The Company does not have material short term lease expense for the three months ended March 31, 2023 and 2022.

The Company did not enter into any operating leases greater than 12 months for the three months ended March 31, 2023.


Weighted average remaining lease term (years)	March 31, 2023
Operating leases	18.5 years
Financing leases	2.9 years
Weighted average discount rate
Operating leases	7.91	%
Financing leases	5.98	%

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of March 31, 2023:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	783		$	391		$	360		$	1,534
2024	1,044			540			421			2,005
2025	1,044			562			314			1,920
2026	1,044			47			160			1,251
2027 and beyond	17,913			—						17,913
	21,828			1,540			1,255			24,623

Present value of lease liability	10,302			1,465			1,150			12,917

Lease liabilities - current portion	188			479			410			1,077
Lease liabilities - non-current portion	10,114			986			740			11,840
Total lease liabilities	$	10,302		$	1,465		$	1,150		$	12,917

Discount based on incremental borrowing rate	$	11,526		$	75		$	105		$	11,706

Leases

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

Lessor contracts

Fuel Provider agreements

Power Purchase agreements

The adoption of ASC 842 did not materially impact the revenue recognition for the above contracts.

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.

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

Lease Disclosures Under ASC 842

Right-of-use assets and Lease liabilities as of March 31, 2023 and December 31, 2022 are as follows:


Description	Location in Balance Sheet	March 31, 2023		December 31, 2022
Assets:
Operating leases (1):
Site leases (2)	Right-of-use assets	$	10,298	$	10,338
Office lease (3)	Right-of-use assets	1,299		1,406
		11,597		11,744
Finance leases (1):
Vehicle leases	Property, plant and equipment, net	1,135		1,236
		12,732		12,980
Liabilities (1):
Sites leases	Lease liabilities - current portion	188		181
Office lease	Lease liabilities - current portion	479		449
Vehicle leases	Accrued expenses and other current liabilities	410		449
		1,077		1,079

Sites leases	Lease liabilities - non-current portion	10,114		10,135
Office lease	Lease liabilities - non-current portion	986		1,110
Vehicle leases	Other long-term liabilities	740		825
		$	11,840	$	12,070

The table below presents components of the Company's lease expense for the three months ended March 31, 2023 and 2022:


Description	Location in Statement of Operations	Three Months Ended March 31,
		2023		2022
Operating lease expense for site leases	Cost of sales - RNG Fuel	$	263	$	263
Operating lease expense for office lease	Selling, general, administrative expenses	121		121
Amortization of right-of-use assets - finance leases	Depreciation, amortization and accretion expense	140		83
Interest expense on lease liabilities - finance leases	Interest and financing expense, net	16		6
		$	540	$	473

The Company does not have material short term lease expense for the three months ended March 31, 2023 and 2022.

The Company did not enter into any operating leases greater than 12 months for the three months ended March 31, 2023.


Weighted average remaining lease term (years)	March 31, 2023
Operating leases	18.5 years
Financing leases	2.9 years
Weighted average discount rate
Operating leases	7.91	%
Financing leases	5.98	%

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of March 31, 2023:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	783		$	391		$	360		$	1,534
2024	1,044			540			421			2,005
2025	1,044			562			314			1,920
2026	1,044			47			160			1,251
2027 and beyond	17,913			—						17,913
	21,828			1,540			1,255			24,623

Present value of lease liability	10,302			1,465			1,150			12,917

Lease liabilities - current portion	188			479			410			1,077
Lease liabilities - non-current portion	10,114			986			740			11,840
Total lease liabilities	$	10,302		$	1,465		$	1,150		$	12,917

Discount based on incremental borrowing rate	$	11,526		$	75		$	105		$	11,706

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands	Mar. 31, 2023 USD ($) $ / shares shares
Cash and cash equivalents	$ 33,264
Accounts receivable, net	29,979
Restricted cash - current	688
Prepaid expenses and other current assets	6,547
Property, plant and equipment, net	336,299
Restricted cash, non-current	5,870
Environmental credits held for sale	2,527
Accounts payable	23,298
Accounts payable, related party	839
Accrued capital expenses	15,424
Accrued expenses and other current liabilities	8,374
Sunoma Loan- current portion	768
Sunoma Loan, net of debt issuance costs	$ 21,337
Class A common stock, in treasury, at cost (in shares) \| shares	1,635,783
Primary Beneficiary
Cash and cash equivalents	$ 7,274
Accounts receivable, net	252
Restricted cash - current	688
Prepaid expenses and other current assets	251
Property, plant and equipment, net	93,225
Restricted cash, non-current	3,157
Environmental credits held for sale	29
Accounts payable	10,430
Accounts payable, related party	279
Accrued capital expenses	8,027
Accrued expenses and other current liabilities	178
Sunoma Loan- current portion	768
Sunoma Loan, net of debt issuance costs	$ 21,337
Class A common stock
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized (in shares) \| shares	340,000,000
Common stock, shares issued (in shares) \| shares	29,330,115
Common stock, shares outstanding (in shares) \| shares	29,330,115
Common Class B
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized (in shares) \| shares	160,000,000
Common stock, shares issued (in shares) \| shares	0
Common stock, shares outstanding (in shares) \| shares	0
Common Class C
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized (in shares) \| shares	160,000,000
Common stock, shares issued (in shares) \| shares	0
Common stock, shares outstanding (in shares) \| shares	0
Class D common stock
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, shares authorized (in shares) \| shares	160,000,000
Common stock, shares issued (in shares) \| shares	144,399,037
Common stock, shares outstanding (in shares) \| shares	144,399,037

Investments in Other Entities

3 Months Ended

Mar. 31, 2023

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 condensed consolidated balance sheets under the equity method, and the Company's proportionate net (loss) income, if any, is included in the Company's condensed 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			Total
Percentage of ownership	50		%	50		%	20		%

Balance at December 31, 2022	$	22,518		$	25,165		$	4,082		$	51,765
Net income from equity method investment	194			714			(203)			705
Distributions from return of investment in equity method investment	—			(1,900)			—			(1,900)
Balance at March 31, 2023	$	22,712		$	23,979		$	3,879		$	50,570

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 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 $78 and $222 as a reduction to interest and financing expense, net in the condensed consolidated statement of operations for the three months ended March 31, 2023 and 2022, respectively.

The Note receivable - variable fee component of $2,019 and $1,942 is recorded as a long-term asset on its condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively.

The following table summarizes the net income from equity method investments:


	Three Months Ended March 31,
		2023		2022
Revenue		$	7,539	$	296
Gross profit		1,651		(991)
Net income		(213)		(1,177)

Net income from equity method investments		$	705	$	(657)

Goodwill

3 Months Ended

Mar. 31, 2023

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, 2022	$	51,155	$	3,453	$	54,608
Balance at March 31, 2023	$	51,155	$	3,453	$	54,608

Summary of Significant Accounting Policies - Disaggregation of Revenue By Product Line (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 42,056	$ 47,909
Lease revenue	901	1,138
Total revenues	42,957	49,047
Renewable power sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	9,604	7,483
Third party construction
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	7,154	9,870
Service
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	4,904	4,392
Brown gas sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	7,530	4,516
Environmental credits
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	12,677	20,577
Parts sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	187	486
Operating agreements
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 0	$ 585

Income taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 0	$ 0
Effective tax rate	0.00%

- Definition

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

+ References + Details

Related Party Disclosures - Fees Upon Entering Into Management Services Agreement with Related Party (Details) - Affiliated Entity - Costar - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Related Party Transaction [Line Items]
Expenses from related parties	$ 1,466	$ 1,195
Staffing and management services
Related Party Transaction [Line Items]
Expenses from related parties	575	473
Rent - fixed compensation
Related Party Transaction [Line Items]
Expenses from related parties	165	183
IT services
Related Party Transaction [Line Items]
Expenses from related parties	$ 726	$ 539

Property, Plant, and Equipment, Net - Summary of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Vehicles - finance leases	$ 1,135	$ 1,236
Gross property, plant, equipment and finance leases	437,117	397,538
Less: accumulated depreciation	(100,818)	(100,215)
Property, plant, and equipment, net	336,299	297,323
Plant and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	203,587	201,655
CNG/RNG fueling stations
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	39,472	34,567
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	184,849	152,105
Buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,585	2,585
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,303	1,303
Service equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,028	1,888
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	815	815
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	255	313
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	307	307
Computer software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	277	277
Other
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 504	$ 487

Reportable Segments and Geographic Information - Total Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	$ 606,702	$ 644,856
Equity Method Investment(s)	50,570	51,765
Operating Segments \| Renewable Power (includes revenues from related party of $1,527 and $1,026 for the three months ended March 31, 2023 and 2022, respectively)
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	46,199	43,468
Operating Segments \| RNG Fuel
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	347,591	347,750
Operating Segments \| Fuel Station Services
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	110,113	119,669
Corporate
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	$ 52,229	$ 82,204

- 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.

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+ Details

Related Parties (Tables)

3 Months Ended

Mar. 31, 2023

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:


	Three Months Ended March 31,
	2023		2022
Staffing and management services	$	575	$	473
Rent - fixed compensation	165		183
IT services	726		539
Total	$	1,466	$	1,195

Goodwill (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 54,608
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

- 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

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

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Earnings Per Share [Abstract]

Net loss attributable to Class A common stockholders

$ (1,579)

$ 0

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

27,383,562

Dilutive effect of stock options, restricted stock units, performance units, Convertible note payable, earnout shares, Redeemable preferred non-controlling interests, Redeemable non-controlling interests (in shares)

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

27,383,562

Net loss per share of Class A common stock

Basic (in dollars per share)

^[1]

$ (0.06)

$ 0

Diluted (in dollars per share)

^[1]

$ (0.06)

$ 0

[1]	Income per share information has not been presented for the three months ended March 31, 2022 as it would not be meaningful to the users of these consolidated financial statements,

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Class A common stock	Class D common stock	Redeemable Preferred non-controlling interests	Redeemable non-controlling interests	Common stock Class A common stock	Common stock Class D common stock	Additional paid-in capital	Retained earnings (Accumulated deficit)	Other comprehensive income	Non-redeemable non-controlling interests	Class A common stock in treasury Class A common stock
Beginning balance at Dec. 31, 2021				$ 30,210	$ 63,545
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract]
Net loss					(4,225)
Contributions from non-redeemable non-controlling interest					(95)
Amortization on payment to acquire non-redeemable noncontrolling interest					(91)
Contributions from redeemable preferred non-controlling interests				25,000	(267)
Other comprehensive loss	$ 0
Stock-based compensation					160
Paid-in-kind preferred dividend				717
Distribution of paid-in-kind preferred dividend					(717)
Ending balance at Mar. 31, 2022				55,927	58,310
Beginning balance (in shares) at Dec. 31, 2021						0	144,399,037
Beginning balance at Dec. 31, 2021	1,202					$ 0	$ 14	$ 0	$ 0		$ 1,188
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(242)										(242)
Proceeds from non-redeemable non-controlling interest	5,738										5,738
Paid-in-kind preferred dividend	(717)
Ending balance (in shares) at Mar. 31, 2022						0	144,399,037
Ending balance at Mar. 31, 2022	6,698					$ 0	$ 14	0	0		6,684
Beginning balance at Dec. 31, 2022				138,142	1,013,833
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract]
Net loss					(5,915)
Other comprehensive loss	(299)				(299)
Stock-based compensation					814
Change in redemption value of Redeemable non-controlling interests					7,720
Paid-in-kind preferred dividend				2,763
Distribution of paid-in-kind preferred dividend					(2,318)
Ending balance at Mar. 31, 2023				$ 140,905	$ 1,013,835
Beginning balance (in shares) at Dec. 31, 2022		29,477,766	144,399,037			29,477,766	144,399,037
Beginning balance at Dec. 31, 2022	$ (774,156)					$ 3	$ 14	0	(800,813)	$ 195	26,445	$ 0
Treasury stock, beginning balance (in shares) at Dec. 31, 2022	0											0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (1,431)								(1,134)		(297)
Other comprehensive loss	(58)									(58)
Proceeds from non-redeemable non-controlling interest	3,543							1,722			1,821
Issuance of Class A common stock on warrant exchange (in shares)						49,633
Issuance of Class A common stock on warrant exchange	338							338
Cancellation of fractional shares on warrant exchange (in shares)						(26)
Exercise of put option forward purchase contract - Meteora (in shares)												(1,635,783)
Exercise of put option forward purchase contract - Meteora	(11,614)											$ (11,614)
Forfeiture of Class A common stock (in shares)						(197,258)
Stock-based compensation	157							157
Change in redemption value of Redeemable non-controlling interests	(7,720)							(2,217)	(5,503)
Paid-in-kind preferred dividend	(445)								(445)
Ending balance (in shares) at Mar. 31, 2023		29,330,115	144,399,037			29,330,115	144,399,037
Ending balance at Mar. 31, 2023	$ (791,386)					$ 3	$ 14	$ 0	$ (807,895)	$ 137	$ 27,969	$ (11,614)
Treasury stock, ending balance (in shares) at Mar. 31, 2023	(1,635,783)											(1,635,783)

Subsequent Events (Details)	Apr. 13, 2023
Subsequent Event \| Waste Management of Illinois, Inc. ("WM")
Subsequent Event [Line Items]
Term of contract (in years)	25 years

Net loss Per Share (Tables)

3 Months Ended

Mar. 31, 2023

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:


	March 31, 2023
Net loss attributable to Class A common stockholders	$	(1,579)

Weighted average number of shares of Class A common stock - basic	27,383,562
Dilutive effect of stock options, restricted stock units, performance units, Convertible note payable, earnout shares, Redeemable preferred non-controlling interests, Redeemable non-controlling interests	—
Weighted average number of shares of Class A common stock - diluted	27,383,562
Net loss per share of Class A common stock
Basic	$	(0.06)
Diluted	$	(0.06)

Intangible Assets, Net

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

Intangible assets, net, consisted of the following at March 31, 2023 and December 31, 2022:


	March 31, 2023
	Cost		Accumulated Amortization		Intangible Assets, Net		Weighted Average Amortization Period (Years)
Power purchase agreements	$	8,999	$	(7,611)	$	1,388	18.1
Transmission/distribution interconnection	1,600		(995)		605		15.1
CNG sales contract	807		(807)		—		10.0
Intellectual property	43		(29)		14		5.0
Total intangible assets	$	11,449	$	(9,442)	$	2,007


	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

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 $31 under the Municipality loan is shown as part of current liabilities on its condensed consolidated balance sheet as of March 31, 2023. Please see Note 7. Borrowings, for additional information.

Amortization expense for the three months ended March 31, 2023 and 2022 was $160 and $116, respectively. At March 31, 2023, estimated future amortization expense for intangible assets is as follows:


Nine months ended December 31, 2023	$	388
Fiscal year:
2024	267
2025	267
2026	239
2027	238
Thereafter	608
	$	2,007

Property, Plant, and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 3,305	$ 3,040

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn April 13, 2023, a wholly-owned subsidiary of OPAL Fuels Inc. (referred to herein as the “Company”) entered into a Landfill Gas Purchase and Sale Agreement and a Lease Agreement (collectively, the “Agreements”) with Waste Management of Illinois, Inc. ("WM"), an indirect wholly owned subsidiary of Waste Management, Inc. The Agreements, which are effective as of March 13, 2023, provide the Company with the right to purchase LFG from WM’s Cottonwood Hills Landfill located in Marissa, Illinois, and to build and operate a facility (the “Facility”) on a parcel located on the landfill footprint to process the LFG into RNG. Per the terms and conditions of the Agreements, WM will receive a lease payment and certain royalties from the sale of RNG produced by the Facility, including with respect to any sales of environmental credits or other attributes associated with the RNG. The terms of the Agreements are 25 years from the date the Facility commences operations. On May 2, 2023, a wholly-owned subsidiary of the Company (referred to below as the “Company”) entered into a Landfill Gas Purchase Agreement (the “Agreement”) with Polk County, a political subdivision of the State of Florida (“Polk County”). The Agreement provides the Company with the right to purchase LFG from the Polk County North Central Landfill located in Winter Haven, Florida. The Agreement anticipates a site lease (“Site Lease”) to be entered into between the Company and Polk County that would provide the Company with the right to build and operate a facility (the “Facility”) on a parcel of real property located at or near the landfill to process the LFG into RNG. There is no assurance that the Site Lease will be fully executed. Per the terms and conditions of the Agreement, Polk County will receive certain payments and royalties from the sale of RNG produced by the Facility, including with respect to the sale of environmental credits or other attributes associated with the RNG. Unless earlier terminated or extended per the terms and conditions of the Agreement, the term of the Agreement expires on April 26, 2042.

Investments in Other Entities - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Aug. 31, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]
Note receivable - variable fee component		$ 2,019		$ 1,942
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%
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
Decrease in interest and financing expense		$ 78	$ 222

Reportable Segments and Geographic Information - Schedule of Net Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net loss	$ (7,346)	$ (4,467)
Equity Method Investment(s)	705	(657)
Corporate
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net loss	(8,366)	(8,205)
Renewable Power (includes revenues from related party of $1,527 and $1,026 for the three months ended March 31, 2023 and 2022, respectively) \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net loss	(903)	(2,078)
RNG Fuel \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net loss	1,177	1,918
Fuel Station Services \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net loss	$ 41	$ 4,555

- Definition

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

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+ Details

Derivative Financial Instruments and Fair Value Measurements - Fair Value of Derivative Instruments on Balance Sheet and Effect of Netting Arrangements (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Derivative [Line Items]
Gross Amounts of Recognized Assets	$ 714	$ 1,136
Gross Amounts Offset in the Balance Sheet	0	0
Net Amounts of Assets in the Balance Sheet	714	1,136
Derivative financial assets, current portion	449	182
Derivative financial assets, non-current portion	1,057	954
Derivative financial liability, current portion	0	(4,596)
Interest rate swaps
Derivative [Line Items]
Gross Amounts of Recognized Assets	598	954
Gross Amounts Offset in the Balance Sheet	0	0
Net Amounts of Assets in the Balance Sheet	598	954
Swaption
Derivative [Line Items]
Gross Amounts of Recognized Assets	116	182
Gross Amounts Offset in the Balance Sheet	0	0
Net Amounts of Assets in the Balance Sheet	116	182
Commodity swap contracts \| Derivatives designated as economic hedges:
Derivative [Line Items]
Derivative financial assets, current portion	333	0
Derivative financial assets, non-current portion	459	0
Derivative financial liability, current portion	$ 0	$ (130)

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Changes in Redeemable Preferred Units


	Series A-1 preferred units			Series A preferred units
	Units	Amount		Units	Amount		Total
Balance, December 31, 2022	300,000	$	32,736	1,000,000	$	105,406	$	138,142
Series A units issued by OPAL Fuels	—	—		—	—		—
Paid-in-kind dividends attributable to OPAL Fuels		549			1,769		2,318
Paid-in kind dividends attributable to Class A common stockholders	—	106			339		445
Balance, March 31, 2023	300,000	$	33,391	1,000,000	$	107,514	$	140,905

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

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Revenues:

Total revenues

$ 42,957

$ 49,047

Operating expenses:

Selling, general, and administrative

14,472

10,855

Depreciation, amortization, and accretion

3,567

3,396

Total expenses

54,232

50,036

Operating loss

(11,275)

(989)

Other (expense) income:

Interest and financing expense, net

(641)

(3,057)

Change in fair value of derivative instruments, net

3,933

236

Other expense

(68)

Income (loss) from equity method investments

705

(657)

Loss before provision for income taxes

(7,346)

(4,467)

Provision for income taxes

Net loss

(7,346)

(4,467)

Net loss attributable to redeemable non-controlling interests

(8,233)

(4,942)

Net loss attributable to non-redeemable non-controlling interests

(297)

(242)

Paid-in-kind preferred dividends

^[1]

2,763

717

Net loss attributable to OPAL Fuels LLC, basic

$ (1,579)

$ 0

Weighted average shares outstanding of Class A common stock:

Basic (in shares)

27,383,562

Diluted (in shares)

27,383,562

Per share amounts:

Basic (in dollars per share)

^[2]

$ (0.06)

$ 0

Diluted (in dollars per share)

^[2]

$ (0.06)

$ 0

RNG Fuel

Revenues:

Total revenues

$ 12,194

$ 15,049

Operating expenses:

Cost of sales

7,523

7,714

Fuel Station Services

Revenues:

Total revenues

20,828

24,874

Operating expenses:

Cost of sales

20,292

19,663

Renewable Power (includes revenues from related party of $1,527 and $1,026 for the three months ended March 31, 2023 and 2022, respectively)

Revenues:

Total revenues

9,935

9,124

Operating expenses:

Cost of sales

$ 8,378

$ 8,408

[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.13 Redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' deficit for additional information.
[2]	Income per share information has not been presented for the three months ended March 31, 2022 as it would not be meaningful to the users of these consolidated financial statements,

Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Municipality Loan	$ 31		$ 76
Amortization expense	160	$ 116
Municipality Loan
Finite-Lived Intangible Assets [Line Items]
Municipality Loan	$ 31

Commitments and Contingencies (Details) $ in Thousands	1 Months Ended	3 Months Ended	11 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Jul. 31, 2015	Mar. 31, 2023 USD ($) standbyLettersOfCredit contract	May 15, 2023 USD ($)	Dec. 31, 2022 USD ($) standbyLettersOfCredit
Line of Credit Facility [Line Items]
Number of standby letters of credit held \| standbyLettersOfCredit		5		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		$ 1,498		$ 2,292
Standby Letters of Credit \| Subsequent Event
Line of Credit Facility [Line Items]
Draws on standby letters of credit			$ 0

Net loss Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net loss Per Share

The basic loss per share of Class A common stock is computed by dividing the net loss attributable to Class A common stockholders by the weighted average number of Class A common stock outstanding during the period. The basic loss per share for the three months ended March 31, 2023 and 2022 does not include 1,635,783 shares in treasury, 763,908 shares issued and outstanding but are contingent on achieving earnout targets. During the first quarter of 2023, the put option was exercised and 197,258 shares of Class A common stock were cancelled.

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 condensed consolidated financial statements. Therefore net income per share information has not been presented for the three months ended March 31, 2022.

The diluted loss per share of Class A common stock for the three months ended March 31, 2023 does not include Redeemable preferred non-controlling interests, Convertible Note Payable because the substantive contingency for conversion has not been met as of March 31, 2023. 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 March 31, 2023. The outstanding restricted stock units, stock options and performance units issued under the 2022 Plan are not included as their impact is dilutive.

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:


	March 31, 2023
Net loss attributable to Class A common stockholders	$	(1,579)

Weighted average number of shares of Class A common stock - basic	27,383,562
Dilutive effect of stock options, restricted stock units, performance units, Convertible note payable, earnout shares, Redeemable preferred non-controlling interests, Redeemable non-controlling interests	—
Weighted average number of shares of Class A common stock - diluted	27,383,562
Net loss per share of Class A common stock
Basic	$	(0.06)
Diluted	$	(0.06)

Investments in Other Entities - Summary of Net Income (Loss) From Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Schedule of Equity Method Investments [Line Items]
Total revenues	$ 42,957	$ 49,047
Net income	(7,346)	(4,467)
Net income from equity method investment	705	(657)
Equity Method Investment(s)
Schedule of Equity Method Investments [Line Items]
Total revenues	7,539	296
Gross profit	1,651	(991)
Net income	$ (213)	$ (1,177)

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

+ References

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+ Details

- Definition

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

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit - Narrative (Details) $ / shares in Units, $ in Thousands					1 Months Ended	3 Months Ended		8 Months Ended	12 Months Ended
	Jan. 23, 2023 USD ($) shares	Jul. 21, 2022 $ / shares shares	Jul. 20, 2022 shares	Nov. 29, 2021 project shares	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) dividendPayment $ / shares shares	Mar. 31, 2022 USD ($)	Mar. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares
Preferred Units [Line Items]
Stock issued (in shares)									1,000,000
Fair value of shares acquired \| $						$ 11,614
Conversion of stock (in shares)				300,000	49,633
Loss on warrant exchange \| $					$ 338	$ 338	$ 0
Number of noncontrolling interests in renewable natural gas project subsidiaries \| project				4
Stock subscribed (in shares)				1,000,000
Amount sold \| $									$ 100,000
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	$ 100		$ 100
Preferred stock redemption price (in dollars per share) \| $ / shares					100	$ 100		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	$ 100		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	$ 7.02		7.02
Meteora \| Forward Purchase Agreement
Preferred Units [Line Items]
Contingent consideration, price (in dollars per share) \| $ / shares		$ 10.02			$ 10.02	$ 10.02		$ 10.02
Fair value of shares acquired \| $	$ 11,614
Offset to derivative liabilities \| $	$ 4,777
Class A common stock
Preferred Units [Line Items]
Common stock, shares issued (in shares)					29,330,115	29,330,115		29,330,115	29,477,766
Common stock, shares outstanding (in shares)					29,330,115	29,330,115		29,330,115	29,477,766
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001		$ 0.0001
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		$ 0.0001
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		$ 0.0001
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		$ 0.0001
ArcLight Class A Common STock \| Meteora \| Forward Purchase Agreement
Preferred Units [Line Items]
Stock issued (in shares)	1,635,783		2,000,000
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 \| $						$ 7,720		$ 1,013,835

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

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 condensed 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 in the condensed consolidated balance sheets and as a non-redeemable non-controlling interests in the condensed consolidated statements of changes in redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' deficit.

The accompanying condensed consolidated financial statements reflect the activities of the Company, its subsidiaries, and its equity method investments for the three months ended March 31, 2023 and 2022. Investments in unconsolidated entities in which the Company can influence the operating or financial decisions are accounted for under the equity method. As of March 31, 2023 and December 31, 2022, 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. Please see Note 3. Investment in Other Entities, for additional information.

The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission ("SEC"). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, it does not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The information herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2022 Annual Report on Form 10-K, which was filed with SEC on March 30, 2023. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results, and cash flows for the periods presented.

Use of estimates

The preparation of condensed 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 condensed 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.

The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.

Accounting Pronouncements

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. The accounting standard amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. Under the new guidance, an entity recognizes as an allowance its estimate of lifetime expected credit losses will result in more timely recognition of such losses. The Company adopted the accounting standard using the prospective transition approach as of January 1, 2023. The cumulative effect upon adoption was not material to our condensed consolidated financial statements.

The adoption of ASC 326 primarily impacted our trade receivables and the Note receivable recorded on our condensed consolidated balance sheet as of March 31, 2023. Upon adoption of ASC 326, the Company assessed collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considered historical collectability based on past due status and made judgments

about the creditworthiness of customers based on ongoing credit evaluations. The Company also considered customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. The carrying value of the Note receivable on the condensed consolidated balance sheet as of March 31, 2023 is based on discounted expected cash flows model which are adjusted on a quarterly basis. Therefore, the Company determined that the credit risk component is included in the carrying value at each reporting period. The adoption of ASC 326 did not have any material impact on our condensed consolidated financial statements.

In March 2023, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). The Update requires the entities to classify and account for a leasing arrangement between entities under common control on the same basis as an arrangement with an unrelated party. The Update also requires leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset and account for as a transfer between entities under common control through an adjustment to equity if and when the lessee no longer controls the use of the underlying asset. The amendments in this Update are effective for fiscal years beginning after December 15, 2023 including interim fiscal periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this Update on its condensed consolidated financial statements.

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 March 31, 2023 and December 31, 2022:


	March 31, 2023		December 31, 2022
Current assets:
Cash and cash equivalents	$	33,264	$	40,394
Restricted cash - current (1)	688		32,402
Long-term assets:
Restricted cash held as collateral (2)	5,870		4,425
Total cash, cash equivalents, and restricted cash	$	39,822	$	77,221

(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 $36,989 and 64,976 as of March 31, 2023 and December 31, 2022, respectively, consists of cash invested in money market accounts with maturities ranging between 1 and 12 months as of the reporting date. 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.

Earnout Liabilities

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 condensed consolidated statement of operations as part of change in fair value of derivative instruments, net. For the three months ended March 31, 2023, the Company recorded a gain of $4,310 in its condensed consolidated statement of operations. As of March 31, 2023 and December 31, 2022, the Company recorded $4,480 and $8,790, respectively, on its condensed consolidated balance sheets.

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 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 part of change in fair value of derivative instruments, net.

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. $16,391 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. The Company treated the repurchased shares as treasury shares and recorded $11,614 representing the fair value of those shares at the closing share price of $7.01 as an adjustment to Stockholders' deficit. Additionally, the Company recorded $4,777 as an offset to the Derivative financial liability - current in its condensed consolidated balance sheet as of March 31, 2023.

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 B 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 condensed 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 March 31, 2023, the Company recorded an adjustment of $1,013,835.

Net loss 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.

The Company's diluted earnings per share includes effects of the Company's outstanding equity awards under the 2022 Plan (as defined elsewhere in these financial statements), Redeemable non-controlling interests (OPAL Fuels Class B units), redeemable preferred non-controlling interests, Sponsor Earnout Awards and OPAL Earnout Awards.

Accounts Receivable, Net

The Company's allowance for doubtful accounts was $84 and $0 at March 31, 2023 and December 31, 2022.

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 March 31, 2023 and December 31, 2022, the Company estimated the value of its total asset retirement obligations to be $6,358 and $6,256, respectively.

The changes in the asset retirement obligations were as follows as of March 31, 2023:


	March 31, 2023
Balance, December 31, 2022 - Current and non-current	$	6,256
Accretion expense	102
Total asset retirement obligation	6,358
Less: current portion	(1,296)
Total asset retirement obligation, net of current portion	$	5,062

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 a current asset 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 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 three months ended March 31, 2023 and 2022, the Company earned net revenues after discount and fees of $6,208 and $12,896, respectively under this contract which was recorded as part of Revenues - RNG fuel and Fuel Station Services.

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 8. Leases.

Disaggregation of Revenue

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


	Three Months Ended March 31,
		2023		2022
Renewable power sales		$	9,604	$	7,483
Third party construction		7,154		9,870
Service		4,904		4,392
Brown gas sales		7,530		4,516
Environmental credits		12,677		20,577
Parts sales		187		486
Operating agreements		—		585
Total revenue from contracts with customers		42,056		47,909
Lease revenue		901		1,138
Total revenue		$	42,957	$	49,047

For the three months ended March 31, 2023 and 2022, 16.6% and 20.1%, respectively of revenue was recognized over time, and the remainder was for products and services transferred at a point in time.

Other expense

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


	Three Months Ended March 31,
		2023		2022
Loss on warrant exchange		$	338	$	—
Gain on transfer of non-financial asset in exchange for services received (1)		(270)		—
Other expense		$	68	$	—

(1) Represents the fair value of RINs transferred as consideration for services received.

Contract Balances

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


	March 31, 2023		December 31, 2022
Accounts receivable, net	$	29,979	$	31,083
Contract assets:
Cost and estimated earnings in excess of billings	$	5,977	$	7,027
Accounts receivable retainage, net	2,568		2,744
Contract assets total	$	8,545	$	9,771
Contract liabilities:
Billings in excess of costs and estimated earnings	$	8,518	$	8,013
Contract liabilities total	$	8,518	$	8,013

During the three months ended March 31, 2023, the Company recognized revenue of $8,013 that was included in "Contract liabilities" at December 31, 2022. During the three months ended March 31, 2022, the Company recognized revenue of $9,785 that was included in "Contract liabilities" at December 31, 2021.

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 March 31, 2023, the Company had a backlog of $59,511 which is anticipated to be recognized as revenue in the next 12 months.

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 condensed 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 three months ended March 31, 2023, three customers accounted for 44% of the revenue. For the three months ended March 31, 2022, three customers accounted for 50% of the revenue. At March 31, 2023, three customers accounted for 37% of accounts receivable. At December 31, 2022, two customers accounted for 44%, 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 March 31, 2023, one vendor accounted for 54% of the accounts payable. As of December 31, 2022, one vendor accounted for 19% of the accounts payable.

Leases - Right-of-Use Assets and Lease Liabilities (Details) $ in Thousands		1 Months Ended	3 Months Ended
	Oct. 01, 2022 USD ($) lease	Mar. 31, 2022 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]			Accrued expenses and other current liabilities (includes $178 and $646 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)		Accrued expenses and other current liabilities (includes $178 and $646 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]			Property, plant, and equipment, net (includes $93,225 and $73,140 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)		Property, plant, and equipment, net (includes $93,225 and $73,140 at March 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]			Other long-term liabilities		Other long-term liabilities
Operating leases, Right-of-use assets			$ 11,597		$ 11,744
Vehicles leases			1,135		1,236
Operating lease right-of-use assets			12,732		12,980
Operating lease liabilities - current portion			667		630
Lease liabilities - current portion, finance lease			410		449
Lease liabilities - current portion			1,077		1,079
Operating lease liabilities - non-current portion			11,100		11,245
Lease liabilities - non-current portion, finance lease			740		825
Lease liabilities - non-current portion			11,840		12,070
Operating lease liabilities - current and non-current			(107)	$ (190)
Amortization of right-of-use assets - finance leases			140	83
Interest expense on lease liabilities - finance leases			16	6
Total lease expense			$ 540	473
Weighted average remaining lease term (years)
Operating leases			18 years 6 months
Financing leases			2 years 10 months 24 days
Weighted average discount rate
Operating leases			7.91%
Financing leases			5.98%
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			$ 10,298		10,338
Operating lease liabilities - current portion			188		181
Operating lease liabilities - non-current portion			$ 10,114		10,135
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)
Operating lease liabilities - current and non-current	$ (2,550)
Lease expense			$ 263	263
Office leases
Lessee, Lease, Description [Line Items]
Operating leases, Right-of-use assets			1,299		1,406
Operating lease liabilities - current portion			479		449
Operating lease liabilities - non-current portion			$ 986		$ 1,110
Discount rate for operating leases			2.30%
Increase (decrease) in right-of-use asset		$ 1,829
Operating lease liabilities - current and non-current		$ 1,829
Lease expense			$ 121	$ 121

Reportable Segments and Geographic Information - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	$ (641)	$ (3,057)
Corporate
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	268	(2,046)
Renewable Power \| Operating Segments
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	(264)	(917)
RNG Fuel \| Operating Segments
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	(655)	(88)
Fuel Station Services \| Operating Segments
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	$ 10	$ (6)

Reportable Segments and Geographic Information

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Reportable Segments and Geographic Information

Reportable Segments and Geographic InformationThe 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 first quarter of 2023, the Company changed its' internal reporting to its executive leadership team ("Chief Operating Decision Makers"). The internal reporting was changed to provide more visibility into our RNG fuel production and operations and to align fuel dispensing revenues with construction and service of fuel dispensing stations.

Therefore, the Company reclassified the revenues and the corresponding cost of sales for CNG tolling business which were previously presented as part of Revenues - RNG Fuel and Cost of sales - RNG Fuel to Revenues - Fuel station services and Cost of sales - Fuel station services, respectively. The Company also adjusted the revenues and cost of sales for prior year period presented for comparison purposes. For the three months ended March 31, 2023 and 2022, the Company classified revenues from CNG tolling business of $8,851 and $10,093, respectively, as part of Revenues - Fuel station services. For the three months ended March 31, 2023 and 2022, the Company classified cost of sales relating to CNG tolling business of $8,522 and $6,773, respectively as part of Cost of sales - Fuel station services.

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 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.

For the three months ended March 31, 2023 and 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 condensed consolidated statement of operations. As of March 31, 2023, Central Valley, Emerald, and Sapphire are not operational. Sunoma became operational in December 2021, Noble Road in January 2022, New River in April 2022 and Pine Bend in September 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 and performs fuel dispensing activities including generation and minting of environmental credits. 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 usually lasting less than one year.

◦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.

•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.).


	Three Months Ended March 31,
		2023		2022
Revenues:
Renewable Power		$	9,918	$	9,637
RNG Fuel		19,733		18,098
Fuel Station Services		24,575		24,170
Other(1)		17		36
Intersegment		(3,747)		(2,598)
Equity Method Investment(s)		(7,539)		(296)
		$	42,957	$	49,047

____________

(1) Other includes revenues of Fortistar Contracting LLC.


	Three Months Ended March 31,
		2023		2022
Interest and Financing Expense, Net:
Renewable Power		$	(264)	$	(917)
RNG Fuel		(655)		(88)
Fuel Station Services		10		(6)
Corporate		268		(2,046)
		$	(641)	$	(3,057)


	Three Months Ended March 31,
		2023		2022
Depreciation, Amortization, and Accretion:
Renewable Power		$	1,452	$	1,798
RNG Fuel		2,024		1,126
Fuel Station Services		790		666
Other(1)		16		33
Equity Method Investment(s)		(715)		(227)
		$	3,567	$	3,396

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


	Three Months Ended March 31,
		2023		2022
Net loss
Renewable Power		$	(903)	$	(2,078)
RNG Fuel		1,177		1,918
Fuel Station Services		41		4,555
Corporate		(8,366)		(8,205)
Equity Method Investment(s)		705		(657)
		$	(7,346)	$	(4,467)


	Three Months Ended March 31,
		2023		2022
Cash paid for Purchases of Property, Plant, and Equipment:
Renewable Power		$	—	$	—
Fuel Station Services		5,665		1,911
RNG Fuel		33,115		20,598
		$	38,780	$	22,509


	March 31, 2023		December 31, 2022
Total Assets:
Renewable Power	$	46,199	$	43,468
RNG Fuel	347,591		347,750
Fuel Station Services	110,113		119,669
Corporate and other	52,229		82,204
Equity Method Investment(s)	50,570		51,765
	$	606,702	$	644,856

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
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-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Borrowings - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Debt Instrument [Line Items]
Convertible note payable mark-to-market	$ 563	$ 1,020
Commitment fees and other finance fees	128	101
Amortization of deferred financing cost	450	438
Interest expense on finance leases	16	6
Interest income	(1,261)	(454)
Total interest expense	641	3,057
Senior Secured Credit Facility
Debt Instrument [Line Items]
Interest expense	281	580
Convertible Note Payable mark-to-market
Debt Instrument [Line Items]
Convertible note payable mark-to-market	563	1,020
Sunoma Loan
Debt Instrument [Line Items]
Interest expense	445	510
OPAL Term Loan
Debt Instrument [Line Items]
Interest expense	$ 19	$ 856

Reportable Segments and Geographic Information - Schedule of Total Revenues by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues:
Revenues:	$ (42,957)	$ (49,047)
Equity Method Investment(s)
Revenues:
Revenues:	(7,539)	(296)
Other
Revenues:
Revenues:	(17)	(36)
Intersegment
Revenues:
Revenues:	3,747	2,598
Renewable Power
Revenues:
Revenues:	(9,935)	(9,124)
Renewable Power \| Operating Segments
Revenues:
Revenues:	(9,918)	(9,637)
RNG Fuel
Revenues:
Revenues:	(12,194)	(15,049)
RNG Fuel \| Operating Segments
Revenues:
Revenues:	(19,733)	(18,098)
Fuel Station Services
Revenues:
Revenues:	(20,828)	(24,874)
Fuel Station Services \| Operating Segments
Revenues:
Revenues:	$ (24,575)	$ (24,170)

- Definition

+ References

+ Details

Property, Plant, and Equipment, Net

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 and December 31, 2022:


	March 31, 2023		December 31, 2022
Plant and equipment	$	203,587	$	201,655
CNG/RNG fueling stations	39,472		34,567
Construction in progress	184,849		152,105
Buildings	2,585		2,585
Land	1,303		1,303
Service equipment	2,028		1,888
Leasehold improvements	815		815
Vehicles	255		313
Office furniture and equipment	307		307
Computer software	277		277
Vehicles - finance leases	1,135		1,236
Other	504		487
	437,117		397,538
Less: accumulated depreciation	(100,818)		(100,215)
Property, plant, and equipment, net	$	336,299	$	297,323

As of March 31, 2023, 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 Central Valley RNG projects and RNG dispensing facilities. The majority of these facilities, for which costs are in construction in progress as of March 31, 2023, are expected to be operational during the fourth quarter of 2023 and early 2024.

Depreciation expense on property, plant, and equipment for the three months ended March 31, 2023 and March 31, 2022 was $3,305 and $3,040, respectively.

Derivative Financial Instruments and Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Liabilities:
Asset retirement obligation	$ 6,358	$ 6,256
Fair Value, Recurring
Liabilities:
Asset retirement obligation	6,358	6,256
Convertible Note Payable	29,091	28,528
Earnout liabilities	4,480	8,790
Assets:
Short term investments	36,989	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	792	954
Fair Value, Recurring \| Swaption asset
Assets:
Derivative assets	116	182
Fair Value, Recurring \| Interest rate swaps
Assets:
Derivative assets	598
Fair Value, Recurring \| Level 1
Liabilities:
Asset retirement obligation	0	0
Convertible Note Payable	0	0
Earnout liabilities	0	0
Assets:
Short term investments	36,989	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	0
Fair Value, Recurring \| Level 1 \| Swaption asset
Assets:
Derivative assets	0	0
Fair Value, Recurring \| Level 1 \| Interest rate swaps
Assets:
Derivative assets	0
Fair Value, Recurring \| Level 2
Liabilities:
Asset retirement obligation	0	0
Convertible Note Payable	29,091	28,528
Earnout liabilities	0	0
Assets:
Short term investments	0	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	792	954
Fair Value, Recurring \| Level 2 \| Swaption asset
Assets:
Derivative assets	116	182
Fair Value, Recurring \| Level 2 \| Interest rate swaps
Assets:
Derivative assets	598
Fair Value, Recurring \| Level 3
Liabilities:
Asset retirement obligation	6,358	6,256
Convertible Note Payable	0
Earnout liabilities	4,480	8,790
Assets:
Short term investments	0	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	0
Fair Value, Recurring \| Level 3 \| Swaption asset
Assets:
Derivative assets	0	$ 0
Fair Value, Recurring \| Level 3 \| Interest rate swaps
Assets:
Derivative assets	$ 0

Derivative Financial Instruments and Fair Value Measurements - Summary of Commodity Swaps (Details)	24 Months Ended
	Dec. 31, 2024 MWh	Nov. 17, 2022 uSDPerMegawatt-Hour	Oct. 17, 2022 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

Goodwill (Tables)

3 Months Ended

Mar. 31, 2023

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, 2022	$	51,155	$	3,453	$	54,608
Balance at March 31, 2023	$	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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (7,346)	$ (4,467)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Income from equity method investments	(705)	657
Provision for bad debts	492	0
Amortization of operating right-of-use assets	147	190
Depreciation and amortization	3,465	3,321
Amortization of deferred financing costs	450	438
Loss on warrant exchange	338	0
Accretion expense related to asset retirement obligation	102	75
Stock-based compensation	971	160
Paid-in-kind interest income	(78)	(222)
Change in fair value of Convertible Note Payable	563	1,020
Unrealized loss on derivative financial instruments	(4,855)	214
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable	611	(3,739)
Accounts receivable, related party	8,375	0
Fuel tax credits receivable	1,649	0
Capital spares	(13)	(20)
Brown gas and parts inventory	(1,968)	(703)
Environmental credits held for sale	(853)	246
Prepaid expense and other current assets	1,078	275
Contract assets	1,227	(2,289)
Accounts payable	622	(4,716)
Accounts payable, related party	(507)	326
Fuel tax credits payable	(940)	0
Accrued payroll	1,547	(1,936)
Accrued expenses	(1,199)	2,450
Operating lease liabilities - current and non-current	(107)	(190)
Other current and non-current liabilities	601	125
Contract liabilities	504	(200)
Net cash provided by (used in) operating activities	4,171	(8,985)
Cash flows from investing activities:
Purchase of property, plant, and equipment	(38,780)	(22,509)
Proceeds from short term investments	27,986	0
Distributions received from equity method investment	1,900	0
Net cash used in investing activities	(8,894)	(22,509)
Cash flows from financing activities:
Proceeds from Sunoma loan	0	1,506
Proceeds from OPAL Term Loan	10,000	15,000
Cash paid for purchase of shares upon exercise of put option	(16,391)	0
Financing costs paid to other third parties	(100)	(1,858)
Repayment of Senior Secured Credit Facility	(22,750)	(1,219)
Repayment of OPAL Term Loan	(6,933)	(1,611)
Repayment of Municipality loan	(45)	(55)
Proceeds from sale of non-redeemable non-controlling interest	3,543	5,643
Proceeds from sale of non-controlling interest, related party	0	25,000
Net cash (used in) provided by financing activities	(32,676)	42,406
Net (decrease) increase in cash, restricted cash, and cash equivalents	(37,399)	10,912
Cash, restricted cash, and cash equivalents, beginning of period	77,221	42,054
Cash, restricted cash, and cash equivalents, end of period	39,822	52,966
Supplemental disclosure of cash flow information
Interest paid, net of $1,808 and $0 capitalized, respectively	1,322	1,536
Noncash investing and financing activities:
Paid-in-kind dividend on redeemable preferred non-controlling interests	2,763	717
Accrual for purchase of Property, plant and equipment included in Accounts payable and Accrued capital expenses	15,424	11,922
Right-of-use assets for finance leases as of January 1, 2022 included in Property, plant and equipment, net	0	801
Lease liabilities for finance leases as of January 1, 2022 included in Accrued expenses and other current liabilities	0	316
Lease liabilities for finance leases as of January 1, 2022 included in Other long-term liabilities	0	485
Fair value of contingent consideration to redeem the non-controlling interest included in Other long-term liabilities	0	91
Accrual for deferred financing costs included in Accrued expenses and other current liabilities	$ 0	$ 2,326

Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets with Definite Lives

Intangible assets, net, consisted of the following at March 31, 2023 and December 31, 2022:


	March 31, 2023
	Cost		Accumulated Amortization		Intangible Assets, Net		Weighted Average Amortization Period (Years)
Power purchase agreements	$	8,999	$	(7,611)	$	1,388	18.1
Transmission/distribution interconnection	1,600		(995)		605		15.1
CNG sales contract	807		(807)		—		10.0
Intellectual property	43		(29)		14		5.0
Total intangible assets	$	11,449	$	(9,442)	$	2,007


	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

Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets

At March 31, 2023, estimated future amortization expense for intangible assets is as follows:


Nine months ended December 31, 2023	$	388
Fiscal year:
2024	267
2025	267
2026	239
2027	238
Thereafter	608
	$	2,007

Derivative Financial Instruments and Fair Value Measurements - Narrative (Details)	1 Months Ended
	Dec. 31, 2018 MWh	Mar. 31, 2023 USD ($) $ / shares yr commoditySwap	Dec. 31, 2022 USD ($) commoditySwap	Aug. 31, 2022 USD ($) interestRateSwap	Aug. 16, 2022 USD ($)	Nov. 30, 2019 uSDPerMegawatt-Hour
Derivative [Line Items]
Long-term debt, excluding current portion		$ 91,252,000	$ 88,312,000
Sponsor Earnout Awards
Derivative [Line Items]
Warrants expiration period		4 years
OPAL Earnout Awards
Derivative [Line Items]
Warrants expiration period		2 years
Share price \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input \| $ / shares		6.97
Share price \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input \| $ / shares		6.97
Expected volatility \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input		0.65
Expected volatility \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input		0.55
Risk free interest rate \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input		0.0367
Risk free interest rate \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input		0.047
Expected term \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input \| yr		4.3
Expected term \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input \| yr		2.2
Dividend yield \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input		0
Dividend yield \| OPAL Earnout Awards
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
Maximum \| Discount rate \| Level 3
Derivative [Line Items]
Asset retirement obligation, measurement input		0.085
Interest rate swaps
Derivative [Line Items]
Number of derivative instruments held \| interestRateSwap				2
Notional Amount		$ 61,926,000	61,926,000	$ 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 \| Minimum
Derivative [Line Items]
Average Contract Price (per MWh) \| uSDPerMegawatt-Hour						35.75
Commodity swap contracts \| Maximum
Derivative [Line Items]
Average Contract Price (per MWh) \| uSDPerMegawatt-Hour						51.25

Variable Interest Entities

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 and December 31, 2022, 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.

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 condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022.

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 condensed 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 condensed consolidated balance sheet items for consolidated VIEs as of March 31, 2023 and December 31, 2022. 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;


	As of March 31, 2023		As of December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	7,274	$	12,506
Accounts receivable, net	252		966
Restricted cash - current	688		6,971
Environmental credits held for sale	29		—
Prepaid expenses and other current assets	251		415
Total current assets	8,494		20,858
Property, plant and equipment, net	93,225		73,140
Restricted cash, non-current	3,157		2,923
Total assets	$	104,876	$	96,921

Liabilities and equity
Current liabilities:
Accounts payable	$	10,430	$	4,896
Accounts payable, related party	279		433
Accrued capital expenses	8,027		7,821
Accrued expenses	178		646
Sunoma Loan- current portion	768		380
Total current liabilities	19,682		14,176
Sunoma loan, net of debt issuance costs	21,337		21,712
Total liabilities	41,019		35,888
Equity
Stockholders' equity	35,888		34,588
Non-redeemable non-controlling interests	27,969		26,445
Total equity	63,857		61,033
Total Liabilities and Equity	$	104,876	$	96,921

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Cash Flows [Abstract]
Interest capitalized	$ 1,808	$ 0

Intangible Assets, Net - Schedule of Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Cost	$ 11,449	$ 11,449
Accumulated Amortization	(9,442)	(9,282)
Intangible Assets, Net	2,007	2,167
Power purchase agreements
Finite-Lived Intangible Assets [Line Items]
Cost	8,999	8,999
Accumulated Amortization	(7,611)	(7,488)
Intangible Assets, Net	$ 1,388	$ 1,511
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	(995)	(971)
Intangible Assets, Net	$ 605	$ 629
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	(807)	(799)
Intangible Assets, Net	$ 0	$ 8
Weighted Average Amortization Period (Years)	10 years	10 years
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Cost	$ 43	$ 43
Accumulated Amortization	(29)	(24)
Intangible Assets, Net	$ 14	$ 19
Weighted Average Amortization Period (Years)	5 years	5 years

Summary of Significant Accounting Policies - Receivables, Contract Assets and Contract Liabilities From Contracts With Customers (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Accounts receivable, net	$ 29,979	$ 31,083
Contract assets:
Cost and estimated earnings in excess of billings	5,977	7,027
Accounts receivable retainage, net	2,568	2,744
Contract assets	8,545	9,771
Contract liabilities:
Billings in excess of costs and estimated earnings	8,518	8,013
Contract liabilities	$ 8,518	$ 8,013

Derivative Financial Instruments and Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments and Fair Value Measurements

Interest rate swaps

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 May 31, 2023. The Company accounted for the swaption as an economic hedge and included the change in the fair market value in the condensed 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 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 three months ended March 31, 2023. 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 March 31, 2023 and December 31, 2022:


Interest rate swap detail					Notional Amount
Trade date	Fixed rate		Start date	End date	March 31, 2023		December 31, 2022

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

The location and amounts of interest rate swaps and their fair values in the condensed consolidated balance sheets are:


	March 31, 2023		December 31, 2022		Location of Fair Value Recognized in Balance Sheet
Derivatives designated as economic hedges:
Current portion of swaption	$	116	$	182	Derivative financial assets, current portion
Derivatives designated as cash flow hedges:
Long term portion of the interest rate swaps	598		954		Derivative financial assets, non-current
	$	714	$	1,136

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


	Three Months Ended March 31,			Location of (Loss) Gain Recognized in Operations from Derivatives
		2023				2022
Interest rate swaps		$	—	$	619
Swaption		(66)		—
Net periodic settlements		—		(383)
		$	(66)	$	236		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 condensed consolidated balance sheets.

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


	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets in the Balance Sheet
Balance, March 31, 2023:
Interest rate swap asset	$	598	$	—	$	598
Swaption asset	116		—		116
	$	714	$	—	$	714
Balance, December 31, 2022:
Interest rate swap asset	$	954	$	—	$	954
Swaption asset	182		—		182
	$	1,136	$	—	$	1,136

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 condensed consolidated statement of operations and Derivative financial asset — current and non-current in the condensed 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. Additionally, the Company entered into an ISDA agreement with a counterparty 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 following table summarizes the commodity swaps in place as of March 31, 2023 and December 31, 2022. There were no new commodity swap contracts entered during the three months ended March 31, 2023.

Trade Date

Period From

Period To

Notional Quantity per Year (“MWh”)

Average Contract Price (per MWh)

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

The following table summarizes the effect of commodity swaps on the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022:


Derivatives not designated as hedging instruments	Location of (loss) gain recognized	Three Months Ended March 31,
			2023		2022
Commodity swaps - realized gain	Revenues - Renewable power		$	371	$	37
Commodity swaps - unrealized gain (loss)	Revenues - Renewable power		922		(833)
Total realized and unrealized gain (loss)	Revenues - Renewable power		$	1,293	$	(796)

The following table summarizes the derivative assets and liabilities related to commodity swaps as of March 31, 2023 and December 31, 2022


	Fair Value				Location of Fair value recognized in Balance Sheet
	March 31, 2023		December 31, 2022
Derivatives designated as economic hedges
Current portion of unrealized gain on commodity swaps	$	333	$	—	Derivative financial asset, current portion
Non-current portion of unrealized gain on commodity swaps	$	459	$	—	Derivative financial asset, non-current portion
Current portion of unrealized loss on commodity swaps	$	—	$	(130)	Derivative financial liability, current portion

Other derivative liabilities

The following table summarizes the effect of change in fair value of other derivative liabilities on the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022:


Derivative liability	Three Months Ended March 31,			Location of (Loss) Gain Recognized in Operations from Derivatives
		2023				2022

Put option to Meteora		$	311	$	—
Sponsor Earnout Awards		310		—
OPAL Earnout Awards		4,000		—
		$	4,621	$	—		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 $91,252 and $88,312 as of March 31, 2023 and December 31, 2022, 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 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 estimated the fair value of its asset retirement obligations based on discount rates ranging from 5.75% to 8.5%.

The Company accounts for the Convertible Note Payable at fair value at each reporting period. As of March 31, 2023 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 of the Sponsor Earnout Awards as of March 31, 2023 was determined using a Monte Carlo valuation model with a distribution of potential outcomes on a daily basis over the four year post-close period. Assumptions used in the valuation are as follows:

• Current stock price — The Company's closing stock price of $6.97 as of March 31, 2023;

•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 — 3.67% 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 4.3 year term of the earnout period;

•Dividend yield - zero.

The fair value of the OPAL Earnout Awards as of March 31, 2023 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. Assumptions used in the valuation are as follows:

• Current stock price — The Company's closing stock price of $6.97 as of March 31, 2023;

•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 —55% 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 — 4.7% 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 2.2 year term of the earnout period;

•Dividend yield - zero.

There were no transfers of assets between Level 1, Level 2, or Level 3 of the fair value hierarchy as of March 31, 2023.

The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of March 31, 2023 and December 31, 2022, set forth by level, within the fair value hierarchy:


	Fair value as of March 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	6,358	$	6,358
Convertible Note Payable	—		29,091		—		29,091
Earnout liabilities	—		—		4,480		4,480
Assets:
Short term investments	36,989		—		—		36,989
Commodity swap contracts	—		792		—		792
Swaption	—		116		—		116
Interest rate swaps	$	—	$	598	$	—	$	598


	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
Commodity swap contracts	—		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.

A summary of changes in the fair values of the Company’s Level 3 instruments, attributable to asset retirement obligations, for the three months ended March 31, 2023 is included in Note 2, Summary of Significant Accounting Policies.

Derivative Financial Instruments and Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Swaps

The following table summarizes the interest rate swaps in place as of March 31, 2023 and December 31, 2022:


Interest rate swap detail					Notional Amount
Trade date	Fixed rate		Start date	End date	March 31, 2023		December 31, 2022

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

Derivatives Fair Values on Balance Sheet

The location and amounts of interest rate swaps and their fair values in the condensed consolidated balance sheets are:


	March 31, 2023		December 31, 2022		Location of Fair Value Recognized in Balance Sheet
Derivatives designated as economic hedges:
Current portion of swaption	$	116	$	182	Derivative financial assets, current portion
Derivatives designated as cash flow hedges:
Long term portion of the interest rate swaps	598		954		Derivative financial assets, non-current
	$	714	$	1,136

The following table summarizes the derivative assets and liabilities related to commodity swaps as of March 31, 2023 and December 31, 2022


	Fair Value				Location of Fair value recognized in Balance Sheet
	March 31, 2023		December 31, 2022
Derivatives designated as economic hedges
Current portion of unrealized gain on commodity swaps	$	333	$	—	Derivative financial asset, current portion
Non-current portion of unrealized gain on commodity swaps	$	459	$	—	Derivative financial asset, non-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 condensed consolidated statement of operations were as follows:


	Three Months Ended March 31,			Location of (Loss) Gain Recognized in Operations from Derivatives
		2023				2022
Interest rate swaps		$	—	$	619
Swaption		(66)		—
Net periodic settlements		—		(383)
		$	(66)	$	236		Change in fair value of derivative instruments, net

The following table summarizes the effect of commodity swaps on the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022:


Derivatives not designated as hedging instruments	Location of (loss) gain recognized	Three Months Ended March 31,
			2023		2022
Commodity swaps - realized gain	Revenues - Renewable power		$	371	$	37
Commodity swaps - unrealized gain (loss)	Revenues - Renewable power		922		(833)
Total realized and unrealized gain (loss)	Revenues - Renewable power		$	1,293	$	(796)

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


	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets in the Balance Sheet
Balance, March 31, 2023:
Interest rate swap asset	$	598	$	—	$	598
Swaption asset	116		—		116
	$	714	$	—	$	714
Balance, December 31, 2022:
Interest rate swap asset	$	954	$	—	$	954
Swaption asset	182		—		182
	$	1,136	$	—	$	1,136

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


	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets in the Balance Sheet
Balance, March 31, 2023:
Interest rate swap asset	$	598	$	—	$	598
Swaption asset	116		—		116
	$	714	$	—	$	714
Balance, December 31, 2022:
Interest rate swap asset	$	954	$	—	$	954
Swaption asset	182		—		182
	$	1,136	$	—	$	1,136

Summary of Commodity Swaps And Other Derivatives

Trade Date

Period From

Period To

Notional Quantity per Year (“MWh”)

Average Contract Price (per MWh)

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


Derivative liability	Three Months Ended March 31,			Location of (Loss) Gain Recognized in Operations from Derivatives
		2023				2022

Put option to Meteora		$	311	$	—
Sponsor Earnout Awards		310		—
OPAL Earnout Awards		4,000		—
		$	4,621	$	—		Change in fair value of derivative instruments, net

Assets and Liabilities Measured at Fair Value on Recurring Basis


	Fair value as of March 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	6,358	$	6,358
Convertible Note Payable	—		29,091		—		29,091
Earnout liabilities	—		—		4,480		4,480
Assets:
Short term investments	36,989		—		—		36,989
Commodity swap contracts	—		792		—		792
Swaption	—		116		—		116
Interest rate swaps	$	—	$	598	$	—	$	598


	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
Commodity swap contracts	—		954		—		954

- 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
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Derivative Financial Instruments and Fair Value Measurements - Effect of Derivative Instruments on Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Net periodic settlements	$ 0	$ (383)
Change in fair value of derivative instruments, net	(66)	236
Derivatives designated as economic hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Commodity swaps - realized gain	371	37
Commodity swaps - unrealized gain (loss)	922	(833)
Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate swaps	0	619
Swaption
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate swaps	(66)	0
Commodity swap contracts \| Derivatives designated as economic hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Change in fair value of derivative instruments, net	$ 1,293	$ (796)

Income taxes	3 Months Ended
Income taxes	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income taxes	Income taxes As a result of the Company’s up-C structure effective with the Business Combination, 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 three months ended March 31, 2023, the Company recorded zero income tax expense. The effective tax rate for the three months ended March 31, 2023 was 0%. The difference between the Company’s effective tax rate for the three months ended March 31, 2023 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. deferred tax assets. The Company did not record a tax provision for the three months ended March 31, 2022 primarily due to OPAL Fuels' status as a pass-through entity for U.S. federal income tax purposes. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized.

- 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

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 33,264	$ 40,394
Restricted cash - current	688	32,402
Long-term assets:
Restricted cash held as collateral	5,870	4,425
Total cash, cash equivalents, and restricted cash	$ 39,822	$ 77,221	$ 52,966	$ 42,054