0001842279-23-000072 | 10-Q | XBRL Viewer

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Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation These condensed 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”), New River LLC (“New River”), Reynolds NRG LLC (“Reynolds”), Central Valley LLC (“Central Valley”), Prince William RNG LLC (“Prince William”), Cottonwood RNG LLC, Polk County RNG LLC (“Polk County”), 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 and six months ended June 30, 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. On May 30, 2023, the Company together with a third-party environmental solutions company formed a new joint venture holding company Paragon LLC ("Paragon"). The Company owns 50% of ownership interest in Paragon. Concurrent to the formation of Paragon, the Company contributed its 50% ownership interests in Emerald and Sapphire to Paragon. Upon the execution of the above transaction, the Company reassessed its equity interests in Emerald and Sapphire under ASC 810, Consolidation and determined that the Company does not have a controlling financial interest in Paragon under ASC 810 because the governance of the joint venture is driven by a board jointly controlled by the joint venture partner and OPAL equally and there are substantive participating rights held by the joint venture partner in the significant activities of Paragon. Prior to May 30, 2023, the Company consolidated these two entities in accordance with the variable interest entity model guidance under ASC 810, Consolidation. As of June 30, 2023, the Company accounted for its ownership interests in Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road"), Emerald RNG LLC (“Emerald”), Sapphire RNG LLC (“Sapphire”), Paragon RNG LLC ("Paragon") and GREP BTB Holdings LLC ("GREP") under the equity method. As of 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, the fair value of deconsolidated VIEs 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 adopted and Accounting Pronouncements not yet adopted	Accounting Pronouncements adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses ("ASC 326"), 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 - variable fee component recorded on our condensed consolidated balance sheet as of June 30, 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 - variable fee component on the condensed consolidated balance sheet as of June 30, 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. 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 and six months ended June 30, 2022 to reflect the adoption of ASC 842. Accounting Pronouncements not yet adopted In March 2023, the FASB issued Accounting Standards Update No. 2023-01, Leases (Topic 842) (the "Update"). 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 $16,955 and $64,976 as of June 30, 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 completed in July 2022 and pursuant to a sponsor letter agreement, ArcLight CTC Holdings II, L.P. (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 (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 D Units issued by OPAL Fuels to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the 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 income per share	Net income per share The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period. 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 amounts 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 environmental credits held for sale within the condensed consolidated balance sheet 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 June 30, 2023 and 2022, the Company earned net revenues after discount and fees of $11,852 and $16,792, respectively under this contract which was recorded as part of Revenues - RNG fuel and Fuel Station Services. For the six months ended June 30, 2023 and 2022, the Company earned net revenues after discount and fees of $18,060 and $29,688, respectively. 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	LeasesThe 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. 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. Included in Fuel Station Service revenues are $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively. It includes $526 and $1,050 related to the lease portion of the FPAs for the three and six months ended June 30, 2022, respectively. Included in Renewable Power revenues are $264 and $595 related to the lease element of the PPAs for the three and six months ended June 30, 2023, respectively. Includes $16 and $630 related to the lease element of the PPAs for the three and six ended June 30, 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"). – the lease at Beacon facility is for 20 years at a monthly rent of $11. – 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. 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 for 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 three site leases and the one office lease are 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 the 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 and six months ended June 30, 2023 and 2022. The lease expense for the office lease is recorded as part of Selling, general and administrative expenses in its condensed consolidated statement of operations for the three and months ended June 30, 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 and six months ended June 30, 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	LeasesThe 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. 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. Included in Fuel Station Service revenues are $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively. It includes $526 and $1,050 related to the lease portion of the FPAs for the three and six months ended June 30, 2022, respectively. Included in Renewable Power revenues are $264 and $595 related to the lease element of the PPAs for the three and six months ended June 30, 2023, respectively. Includes $16 and $630 related to the lease element of the PPAs for the three and six ended June 30, 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"). – the lease at Beacon facility is for 20 years at a monthly rent of $11. – 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. 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 for 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 three site leases and the one office lease are 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 the 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 and six months ended June 30, 2023 and 2022. The lease expense for the office lease is recorded as part of Selling, general and administrative expenses in its condensed consolidated statement of operations for the three and months ended June 30, 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 and six months ended June 30, 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 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 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.

Reportable Segments and Geographic Information - Schedule of Net Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income (loss)	$ 114,050	$ (342)	$ 106,704	$ (4,809)
Equity Method Investment(s)	(998)	621	(293)	(36)
Renewable Power \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income (loss)	(741)	(91)	(1,644)	(2,169)
RNG Fuel \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income (loss)	7,291	14,188	8,468	16,106
Fuel Station Services \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income (loss)	1,858	(3,605)	1,899	950
Corporate \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income (loss)	$ 106,640	$ (11,455)	$ 98,274	$ (19,660)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (f)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Investments in Other Entities

6 Months Ended

Jun. 30, 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.

Deconsolidation of Emerald and Sapphire

On May 30, 2023, the Company together with a third-party environmental solutions company formed a new joint venture holding company Paragon LLC ("Paragon"). The Company owns 50% of the ownership interest in Paragon. Concurrent to the formation of Paragon, the Company contributed its 50% ownership interests in Emerald and Sapphire to Paragon.

On May 30, 2023, OPAL Fuels Intermediate Holdco 2 LLC (“OPAL Intermediate Holdco 2”), a wholly-owned indirect subsidiary of the Company, assigned to Paragon its rights and obligations under its existing senior secured credit facility, OPAL Term Loan II.

Upon the execution of the above two transactions, the Company reassessed its equity interests in Emerald and Sapphire under ASC 810, Consolidation and determined that the Company does not have a controlling financial interest in Paragon under ASC 810 because the governance of the joint venture is driven by a board jointly controlled by the joint venture partner and OPAL equally and there are substantive participating rights held by the joint venture partner in the significant activities of Paragon.

Based on the above analysis, the Company determined that it should account for its ownership interests in Paragon under the equity method of accounting pursuant to ASC 323, Investments Equity Method and Joint Ventures, prospectively, as the Company has the ability to exercise significant influence, but not control over the joint venture company.

Prior to May 30, 2023, the Company consolidated these two entities in accordance with the variable interest entity model guidance under ASC 810, Consolidation. Additionally, the Company deconsolidated $2,765 capitalized interest on these two projects. Upon deconsolidation, the Company remeasured the fair value of the retained investment and recognized a gain of $122,873 in the condensed consolidated statement of operations for the three and six months ended June 30, 2023 and a corresponding increase in its basis in Investment in Other Entities on its condensed consolidated balance sheet as of June 30, 2023. The Company determined that the gain on deconsolidation is attributable to the construction in progress and therefore will be amortized over the useful life of the asset beginning the date the asset is placed in service. The fair value of the retained investment was measured based on a discounted cash flows model in which the future net cash flows from the two RNG facilities were discounted to their present value using a discount factor of 14%.

The following table shows the change in Investment in Other Entities:


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

Balance at December 31, 2022	$	22,518		$	—		$	25,165		$	4,082		$	51,765
Deconsolidation of Emerald and Sapphire	—			34,662			—			—			34,662
Deconsolidation of deferred financing costs and capitalized interest	—			1,383			—			—			1,383
Net income from equity method investment (1)	318			(197)			1,080			(436)			765
Reclassification of adjustments into earnings	—			—			—			(334)			(334)
Distributions from return of investment in equity method investment	(1,000)			(3,585)			(2,650)			(521)			(7,756)
Accumulated other comprehensive income	—			109			—			—			109
Gain on deconsolidation of Emerald and Sapphire (2)	—			122,873			—			—			122,873
Amortization of basis difference (1)	(171)			—			(887)			—			(1,058)
Balance at June 30, 2023	$	21,665		$	155,245		$	22,708		$	2,791		$	202,409

(1) Reflected in Income from equity method investments in the condensed consolidated statement of operations for the three and six months ended June 30, 2023 and 2022.

(2) Recorded as part of Other income in our condensed consolidated statement of operations for the three and six months ended June 30, 2023.

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 $81 and $159 as a reduction to interest and financing expense, net in the condensed consolidated statement of operations for the three and six months ended June 30, 2023, respectively. The Company recorded $524 and $746 as a reduction to interest and financing expense, net in its condensed consolidated statement of operations for the three and six months ended June 30, 2022.

The Note receivable - variable fee component of $2,101 and $1,942 is recorded as a long-term asset on its condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022, respectively.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue	$	6,925	$	4,793	$	14,464	$	5,089
Gross profit	8,225		2,603		9,876		1,612
Net loss	(2,686)		(564)		(2,899)		(1,741)

Net (loss) income from equity method investments	$	(998)	$	621	$	(293)	$	(36)

Derivative Financial Instruments and Fair Value Measurements - Effect of Derivative Instruments on Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Net periodic settlements	$ 812	$ (571)	$ 812	$ (954)
Change in fair value of derivative instruments, net	832	(564)	766	(328)
Derivatives designated as economic hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Commodity swaps - realized (loss) gain	509	(224)	880	(187)
Commodity swaps - unrealized gain (loss)	(160)	(102)	762	(936)
Interest rate swaps
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate swaps	0	7	0	626
Swaption
Derivative Instruments, Gain (Loss) [Line Items]
Interest rate swaps	20	0	(46)	0
Commodity swap contracts \| Derivatives designated as economic hedges:
Derivative Instruments, Gain (Loss) [Line Items]
Change in fair value of derivative instruments, net	$ 349	$ (326)	$ 1,642	$ (1,123)

Stock-based compensation - Summary of Equity Awards (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023
Number of Units outstanding
Number of Units outstanding, beginning balance (in shares)		0
Granted (in shares)	196,961	196,961
Number of Units outstanding, ending balance (in shares)		196,961
Weighted Average Grant Date Fair Value
Number of Units outstanding, Weighted Average Grant Date Fair Value, beginning balance (in dollars per share)		$ 0
Granted (in dollars per share)		5.26
Number of Units outstanding, Weighted Average Grant Date Fair Value, ending balance (in dollars per share)	$ 5.26	$ 5.26
Aggregate Fair Value, Stock Options		$ 1,036
Total unvested awards outstanding (in shares)		1,886,521
Total unvested awards outstanding, Weighted Average Grant Date Fair Value (in dollars per share)		$ 7.00
Total unvested awards outstanding, Aggregate Fair Value		$ 13,206
Restricted Stock Units (RSUs)
Number of Units outstanding
Number of Units outstanding, beginning balance (in shares)		422,349
Granted (in shares)	888,831	1,038,347
Forfeitures (in shares)		(41,664)
Number of Units outstanding, ending balance (in shares)		1,419,032
Weighted Average Grant Date Fair Value
Number of Units outstanding, Weighted Average Grant Date Fair Value, beginning balance (in dollars per share)		$ 7.94
Granted, Weighted Average Grant Date Fair Value (in dollars per share)		6.98
Forfeitures Weighted Average Grant Date Fair Value (in dollars per share)		7.49
Number of Units outstanding, Weighted Average Grant Date Fair Value, ending balance (in dollars per share)		$ 7.25
Aggregate Fair Value		$ 10,284
Performance Stock Units
Number of Units outstanding
Number of Units outstanding, beginning balance (in shares)		0
Granted (in shares)	274,617	274,617
Forfeitures (in shares)		(4,089)
Number of Units outstanding, ending balance (in shares)		270,528
Weighted Average Grant Date Fair Value
Granted, Weighted Average Grant Date Fair Value (in dollars per share)		$ 6.97
Forfeitures Weighted Average Grant Date Fair Value (in dollars per share)		6.97
Number of Units outstanding, Weighted Average Grant Date Fair Value, ending balance (in dollars per share)		$ 6.97
Aggregate Fair Value		$ 1,886

Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Discount rate upon adoption, finance lease	7.60%
2023, finance lease	$ 519
2023	1,302
2024, finance lease	514
2024	2,098
2025, finance lease	408
2025	2,014
2026, finance lease	252
2026	1,343
2027 and beyond, finance lease	23
2027 and beyond	17,936
Future minimum lease payments, finance lease	1,716
Future minimum lease payments	24,693
Lease liabilities, finance lease	1,311
Lease liabilities	12,916
Operating lease liabilities - current portion	681	$ 630
Lease liabilities - current portion, finance lease	455	449
Lease liabilities - current portion	1,136	1,079
Operating lease liabilities - non-current portion	10,924	11,245
Lease liabilities - non-current portion, finance lease	856	825
Lease liabilities - non-current portion	11,780	12,070
Discount based on incremental borrowing rate, finance lease	405
Discount based on incremental borrowing rate	$ 11,777
Site leases
Lessee, Lease, Description [Line Items]
Discount rate upon adoption, operating lease	5.40%
2023, operating lease	$ 522
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	21,567
Lease liabilities, operating lease	10,257
Operating lease liabilities - current portion	192	181
Operating lease liabilities - non-current portion	10,065	10,135
Discount based on incremental borrowing rate, operating lease	$ 11,310
Office leases
Lessee, Lease, Description [Line Items]
Discount rate upon adoption, operating lease	2.30%
2023, operating lease	$ 261
2024, operating lease	540
2025, operating lease	562
2026, operating lease	47
2027 and beyond, operating lease	0
Future minimum lease payments, operating lease	1,410
Lease liabilities, operating lease	1,348
Operating lease liabilities - current portion	489	449
Operating lease liabilities - non-current portion	859	$ 1,110
Discount based on incremental borrowing rate, operating lease	$ 62

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Statement of Comprehensive Income [Abstract]
Reclassification of adjustments into earnings	$ 334

Property, Plant, and Equipment, Net - Summary of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands		6 Months Ended	12 Months Ended
	May 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Vehicles - finance leases		$ 1,287	$ 1,236
Gross property, plant, equipment and finance leases		392,476	397,538
Less: accumulated depreciation		(104,049)	(100,215)
Property, plant, and equipment, net		288,427	297,323
Capitalized interest	$ 2,765
OPAL Term Loan \| Secured Debt
Property, Plant and Equipment [Line Items]
Capitalized interest		4,101	3,081
Plant and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		204,215	201,655
CNG/RNG fueling stations
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		44,057	34,567
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		134,719	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		2,132	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		$ 524	$ 487

Variable Interest Entities (Tables)

6 Months Ended

Jun. 30, 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 June 30, 2023		As of December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	906	$	12,506
Accounts receivable, net	846		966
Restricted cash - current	228		6,971
Environmental credits held for sale	29		—
Prepaid expenses and other current assets	186		415
Total current assets	2,195		20,858
Property, plant and equipment, net	27,043		73,140
Restricted cash, non-current	2,790		2,923
Total assets	$	32,028	$	96,921

Liabilities and equity
Current liabilities:
Accounts payable	$	384	$	4,896
Accounts payable, related party	1,108		433
Accrued capital expenses	—		7,821
Accrued expenses	272		646
Sunoma Loan- current portion	1,169		380
Total current liabilities	2,933		14,176
Sunoma loan, net of debt issuance costs	20,948		21,712
Total liabilities	23,881		35,888
Equity
Stockholders' equity	7,244		34,588
Non-redeemable non-controlling interests	903		26,445
Total equity	8,147		61,033
Total Liabilities and Equity	$	32,028	$	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

Leases - Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other current liabilities (includes $272 and $646 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)		Accrued expenses and other current liabilities (includes $272 and $646 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)		Accrued expenses and other current liabilities (includes $272 and $646 at June 30, 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 $27,043 and $73,140 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)		Property, plant, and equipment, net (includes $27,043 and $73,140 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)		Property, plant, and equipment, net (includes $27,043 and $73,140 at June 30, 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		Other long-term liabilities
Operating leases, Right-of-use assets	$ 11,441		$ 11,441		$ 11,744
Vehicles leases	1,287		1,287		1,236
Operating lease right-of-use assets	12,728		12,728		12,980
Operating lease liabilities - current portion	681		681		630
Lease liabilities - current portion, finance lease	455		455		449
Lease liabilities - current portion	1,136		1,136		1,079
Operating lease liabilities - non-current portion	10,924		10,924		11,245
Lease liabilities - non-current portion, finance lease	856		856		825
Lease liabilities - non-current portion	11,780		11,780		12,070
Amortization of right-of-use assets - finance leases	141	$ 81	281	$ 164
Interest expense on lease liabilities - finance leases	21	7	37	13
Total lease expense	$ 546	470	$ 1,086	943
Weighted average remaining lease term (years)
Operating leases	18 years 4 months 24 days		18 years 4 months 24 days
Financing leases	2 years 10 months 24 days		2 years 10 months 24 days
Weighted average discount rate
Operating leases	7.95%		7.95%
Financing leases	6.17%		6.17%
Minimum
Lessee, Lease, Description [Line Items]
Discount rate for operating leases	2.30%		2.30%
Maximum
Lessee, Lease, Description [Line Items]
Discount rate for operating leases	5.40%		5.40%
Site leases
Lessee, Lease, Description [Line Items]
Operating leases, Right-of-use assets	$ 10,251		$ 10,251		10,338
Operating lease liabilities - current portion	192		192		181
Operating lease liabilities - non-current portion	$ 10,065		$ 10,065		10,135
Discount rate for operating leases	5.40%		5.40%
Lease expense	$ 263	261	$ 526	524
Office leases
Lessee, Lease, Description [Line Items]
Operating leases, Right-of-use assets	1,190		1,190		1,406
Operating lease liabilities - current portion	489		489		449
Operating lease liabilities - non-current portion	$ 859		$ 859		$ 1,110
Discount rate for operating leases	2.30%		2.30%
Lease expense	$ 121	$ 121	$ 242	$ 242

Reportable Segments and Geographic Information - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	$ (956)	$ (3,365)	$ (1,597)	$ (6,422)
Renewable Power \| Operating Segments
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	6	(1,202)	(258)	(2,119)
RNG Fuel \| Operating Segments
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	(718)	37	(1,373)	(51)
Fuel Station Services \| Operating Segments
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	83	(8)	93	(14)
Corporate \| Operating Segments
Segment Reporting Information [Line Items]
Interest and Financing Expense, Net:	$ (327)	$ (2,192)	$ (59)	$ (4,238)

Intangible Assets, Net - Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Six months ended December 31, 2023	$ 235
2024	267
2025	267
2026	239
2027	238
Thereafter	608
Intangible Assets, Net	$ 1,854	$ 2,167

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

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Earnings Per Share [Abstract]

Net income attributable to Class A common stockholders

$ 17,924

$ 0

$ 16,345

$ 0

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

26,977,682

27,179,488

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)

270,957

377,212

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

27,248,639

27,556,700

Net loss per share of Class A common stock

Basic (in dollars per share)

^[1]

$ 0.66

$ 0

$ 0.60

$ 0

Diluted (in dollars per share)

^[1]

$ 0.66

$ 0

$ 0.59

$ 0

[1]	Income per share information has not been presented for the three and six months ended June 30, 2022 as it would not be meaningful to the users of these condensed 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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+ Details

- Definition

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.

+ References

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-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents, and restricted cash consisted of the following as of June 30, 2023 and December 31, 2022:


	June 30, 2023		December 31, 2022
Current assets:
Cash and cash equivalents	$	21,595	$	40,394
Restricted cash - current (1)	228		32,402
Long-term assets:
Restricted cash held as collateral (2)	5,303		4,425
Total cash, cash equivalents, and restricted cash	$	27,126	$	77,221

(1) Restricted cash - current as of June 30, 2023 primarily relates to interest reserve on the 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 the Sunoma Loan and (iv)

$8,581 held in a restricted account for funding one of our RNG projects. The decrease in the Restricted cash relates to termination of the forward purchase agreement with Meteora and funds spent on construction of our RNG facilities.(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 June 30, 2023 and December 31, 2022:


	June 30, 2023		December 31, 2022
Current assets:
Cash and cash equivalents	$	21,595	$	40,394
Restricted cash - current (1)	228		32,402
Long-term assets:
Restricted cash held as collateral (2)	5,303		4,425
Total cash, cash equivalents, and restricted cash	$	27,126	$	77,221

Changes in the Asset Retirement Obligation

The changes in the asset retirement obligations were as follows as of June 30, 2023:


	June 30, 2023
Balance, December 31, 2022 - Current and non-current	$	6,256
Accretion expense	205
Total asset retirement obligation	6,461
Less: current portion	(1,296)
Total asset retirement obligation, net of current portion	$	5,165

Disaggregation of Revenue By Product Line

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Renewable power sales	$	8,392	$	10,057	$	17,996	$	17,539
Third party construction	15,093		12,946		22,247		22,816
Service	4,000		4,038		8,904		8,430
Brown gas sales	7,821		6,452		15,351		10,968
Environmental credits	17,691		18,217		30,368		38,795
Parts sales	1,149		491		1,336		977
Operating agreements	—		308		—		893
Other	—		166		—		166
Total revenue from contracts with customers	54,146		52,675		96,202		100,584
Lease revenue	896		542		1,797		1,680
Total revenue	$	55,042	$	53,217	$	97,999	$	102,264

Schedule of Other Income

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Loss on warrant exchange	$	—	$	—	$	(338)	$	—
Gain on deconsolidation of VIEs (1)	122,873		—		122,873		—
Gain on transfer of non-financial asset in exchange for services received (2)	236		—		506		—
Other income	$	123,109	$	—	$	123,041	$	—

(1) Represents non-cash gain on deconsolidation of Emerald and Sapphire on May 30, 2023.

(2) 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:


	June 30, 2023		December 31, 2022
Accounts receivable, net	$	26,821	$	31,083
Contract assets:
Cost and estimated earnings in excess of billings	$	9,449	$	7,027
Accounts receivable retainage, net	3,064		2,744
Contract assets total	$	12,513	$	9,771
Contract liabilities:
Billings in excess of costs and estimated earnings	$	6,220	$	8,013
Contract liabilities total	$	6,220	$	8,013

Derivative Financial Instruments and Fair Value Measurements - Interest Rate Swaps (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Aug. 31, 2022
Interest Rate Swap
Derivative [Line Items]
Fixed rate			2.47%
Notional Amount	$ 0	$ 61,926	$ 61,926
Interest rate swap 1
Derivative [Line Items]
Fixed rate	2.47%
Notional Amount	$ 0	41,284
Interest rate swap 2
Derivative [Line Items]
Fixed rate	2.47%
Notional Amount	$ 0	$ 20,642

Borrowings (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Borrowings

The following table summarizes the borrowings under the various debt facilities as of June 30, 2023 and December 31, 2022:


	June 30, 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	92,224		96,090
Less: unamortized debt issuance costs	(1,282)		(1,758)
Less: current portion	(27,732)		(27,732)
OPAL Term Loan, net of debt issuance costs	63,210		66,600
Sunoma Loan	23,000		23,000
Less: unamortized debt issuance costs	(883)		(908)
Less: current portion	(1,169)		(380)
Sunoma Loan, net of debt issuance costs	20,948		21,712
Convertible Note Payable	29,671		28,528
Less: current portion	(29,671)		(28,528)
Convertible Note Payable	—		—
Municipality Loan	—		76
Less: current portion	—		(76)
Municipality Loan	—		—
Non-current borrowings total	$	84,158	$	88,312

Schedule of Principal Maturities of Debt

As of June 30, 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)		Total
Six months ending December 31, 2023	$	13,866	$	380	$	29,671	$	43,917
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
	$	92,224	$	23,000	$	29,671	$	144,895

(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 and six months ended June 30, 2023 and 2022:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Senior Secured Credit Facility	$	—	$	862	$	282	$	1,442
Convertible Note Payable mark-to-market	580		1,090		1,143		2,110
Sunoma Loan	450		401		894		911
OPAL Term Loan (1)	—		887		19		1,743
Commitment fees and other finance fees	184		103		312		204
Amortization of deferred financing cost	345		460		795		898
Interest expense on finance leases	21		7		37		13
Interest income	(624)		(445)		(1,885)		(899)
Total interest expense	$	956	$	3,365	$	1,597	$	6,422

(1) Excludes $1,981 and $3,785 of interest capitalized and recorded as part of Property, Plant and Equipment for the three and six months ended June 30, 2023, respectively.

Derivative Financial Instruments and Fair Value Measurements - Derivatives Fair Values on Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Derivatives, Fair Value [Line Items]
Derivative assets (liabilities)	$ 0	$ 1,136
Swaption \| Derivatives designated as economic hedges:
Derivatives, Fair Value [Line Items]
Derivative assets	0	182
Interest Rate Swap \| Derivatives designated as cash flow hedges:
Derivatives, Fair Value [Line Items]
Derivative assets	$ 0	$ 954

- Definition

Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.

+ References

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+ Details

Intangible Assets, Net

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

Intangible assets, net, consisted of the following at June 30, 2023 and December 31, 2022:

June 30, 2023


	Cost		Accumulated Amortization		Intangible Assets, Net		Weighted Average Amortization Period (Years)
Power purchase agreements	$	8,999	$	(7,762)	$	1,237	18.1
Transmission/distribution interconnection	1,600		(995)		605		15.1
Intellectual property	43		(31)		12		5.0
Total intangible assets	$	10,642	$	(8,788)	$	1,854


	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

Amortization expense for the three and six months ended June 30, 2023 was $153 and $313, respectively. Amortization expense for the three and six months ended June 30, 2022 was $282 and $398, respectively. At June 30, 2023, estimated future amortization expense for intangible assets is as follows:


Six months ended December 31, 2023	$	235
Fiscal year:
2024	267
2025	267
2026	239
2027	238
Thereafter	608
	$	1,854

Intangible Assets, Net - Schedule of Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Cost	$ 10,642	$ 11,449
Accumulated Amortization	(8,788)	(9,282)
Intangible Assets, Net	1,854	2,167
Power purchase agreements
Finite-Lived Intangible Assets [Line Items]
Cost	8,999	8,999
Accumulated Amortization	(7,762)	(7,488)
Intangible Assets, Net	$ 1,237	$ 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
Accumulated Amortization		(799)
Intangible Assets, Net		$ 8
Weighted Average Amortization Period (Years)		10 years
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Cost	$ 43	$ 43
Accumulated Amortization	(31)	(24)
Intangible Assets, Net	$ 12	$ 19
Weighted Average Amortization Period (Years)	5 years	5 years

Reportable Segments and Geographic Information

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Reportable Segments and Geographic Information

The Company is organized into four operating segments based on the characteristics of its renewable power generation, dispensing portfolio, and the nature of other products and services. During the 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 the prior year period presented for comparison purposes. The Company also reclassified general and administrative costs for RNG Fuel from Cost of sale - RNG Fuel to Selling, general and administrative expenses to make the margins across all segments comparable.

For the three months ended June 30, 2023 and 2022, the Company classified revenues from its fuel dispensing business of $9,400 and $9,214, respectively, as part of Revenues - Fuel station services. For the six months ended June 30,

2023, the Company classified revenues from fuel dispensing business of $18,251 and $19,307, respectively, as part of Revenues - Fuel station services.

For the three months ended June 30, 2023 and 2022, the Company classified cost of sales relating to fuel dispensing business of $8,302 and $7,940, respectively as part of Cost of sales - Fuel station services. For the six months ended June 30, 2023 and 2022, the Company classified cost of sales relating to the fuel dispensing business of $16,824 and $14,713, 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 and six months ended June 30, 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 and Sunoma were consolidated in its condensed consolidated statement of operations. As of May 30, 2023, the Company deconsolidated Emerald and Sapphire. As a result, the Company consolidated Emerald and Sapphire for the period between January 1, 2023 and May 30, 2023 and recorded its ownership interests in Paragon which includes Emerald and Sapphire as equity method investment for the month of June 2023.

As of June 30, 2023, Central Valley, 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. Emerald completed construction in June 2023 and is expected to begin commercial operations in the third quarter of 2023.

•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.).

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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Renewable Power	$	8,672	$	10,451	$	18,590	$	20,088
RNG Fuel	23,356		22,070		43,089		40,168
Fuel Station Services	34,138		27,822		58,730		51,992
Other(1)	—		91		—		127
Intersegment	(4,199)		(2,424)		(7,946)		(5,022)
Equity Method Investment(s)	(6,925)		(4,793)		(14,464)		(5,089)
	$	55,042	$	53,217	$	97,999	$	102,264

____________

(1) Other includes revenues of Fortistar Contracting LLC.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Interest and Financing Expense, Net:
Renewable Power	$	6	$	(1,202)	$	(258)	$	(2,119)
RNG Fuel	(718)		37		(1,373)		(51)
Fuel Station Services	83		(8)		93		(14)
Corporate	(327)		(2,192)		(59)		(4,238)
	$	(956)	$	(3,365)	$	(1,597)	$	(6,422)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Depreciation, Amortization, and Accretion:
Renewable Power	$	1,449	$	1,309	$	2,901	$	3,107
RNG Fuel	2,292		1,694		4,316		2,820
Fuel Station Services	848		637		1,638		1,303
Other(1)	11		31		27		64
Equity Method Investment(s)	(972)		(346)		(1,687)		(573)
	$	3,628	$	3,325	$	7,195	$	6,721

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)
Renewable Power	$	(741)	$	(91)	$	(1,644)	$	(2,169)
RNG Fuel	7,291		14,188		8,468		16,106
Fuel Station Services	1,858		(3,605)		1,899		950
Corporate	106,640		(11,455)		98,274		(19,660)
Equity Method Investment(s)	(998)		621		(293)		(36)
	$	114,050	$	(342)	$	106,704	$	(4,809)


	Six Months Ended June 30,
		2023		2022
Cash paid for Purchases of Property, Plant, and Equipment:
Renewable Power		$	—	$	1,300
Fuel Station Services		12,356		3,463
RNG Fuel		59,653		49,698
		$	72,009	$	54,461


	June 30, 2023		December 31, 2022
Total Assets:
Renewable Power	$	40,948	$	43,468
RNG Fuel	282,854		347,750
Fuel Station Services	120,280		119,669
Corporate and other	25,454		82,204
Equity Method Investment(s)	202,409		51,765
	$	671,945	$	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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Statement of Cash Flows [Abstract]
Interest capitalized	$ 1,981	$ 3,785	$ 0

Summary of Significant Accounting Policies - Disaggregation of Revenue By Product Line (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 54,146	$ 52,675	$ 96,202	$ 100,584
Lease revenue	896	542	1,797	1,680
Total revenues	55,042	53,217	97,999	102,264
Renewable power sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	8,392	10,057	17,996	17,539
Third party construction
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	15,093	12,946	22,247	22,816
Service
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	4,000	4,038	8,904	8,430
Brown gas sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	7,821	6,452	15,351	10,968
Environmental credits
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	17,691	18,217	30,368	38,795
Parts sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	1,149	491	1,336	977
Operating agreements
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	0	308	0	893
Other
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 0	$ 166	$ 0	$ 166

Borrowings - Narrative (Details) $ in Thousands								1 Months Ended			3 Months Ended			6 Months Ended
Borrowings - Narrative (Details) $ in Thousands	May 30, 2023 USD ($)	Dec. 19, 2022 USD ($)	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 ($) shares	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	May 01, 2021 USD ($)
Debt Instrument [Line Items]
Repayment of Senior Secured Credit Facility														$ 22,750	$ 1,221
Cash dividends received											$ 126		$ 126	126	126
Convertible Note Payable											29,671			29,671		$ 28,528
Change in fair value of Convertible Note Payable														1,143	2,110
Loss on debt extinguishment											1,895		$ 0	1,895	0
Loan outstanding											144,895			144,895
Interest capitalized											1,981			3,785	$ 0
Related Party
Debt Instrument [Line Items]
Dividends receivable											$ 489			$ 489		489
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%		4.25%	5.60%	4.25%
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		23,000
Maximum debt to worth ratio						5
Minimum current ratio						1.0
Minimum required debt service coverage ratio						1.25
Loan outstanding											$ 23,000			$ 23,000
Interest rate during period											8.00%		7.75%	8.00%	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																	$ 50,000
Debt outstanding											$ 29,671			$ 29,671		28,528
Interest rate on loan											8.00%		8.00%	8.00%	8.00%		8.00%
Percentage of notes converted									50.00%
Redeemed outstanding debt									$ 30,595
Change in fair value of Convertible Note Payable											$ 580		$ 1,090	$ 1,143	$ 2,110
Loan outstanding											29,671			29,671
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											$ 0			$ 0		76
Interest rate on loan											3.00%			3.00%
Payments														$ 1,600
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
Proceeds from OPAL Term Loan												$ 10,000
Amount remaining to be borrowed under term loan					90,000
Additional borrowing capacity					$ 35,000
Debt outstanding											$ 92,224			$ 92,224		96,090
Maximum leverage ratio					4
Loan outstanding											$ 92,224			$ 92,224
Weighed average effective interest rate											9.20%		4.93%	8.80%	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
Opal Term Loan II \| Secured Debt \| Paragon
Debt Instrument [Line Items]
Transaction costs reimbursed	$ 826
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
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			$ 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			$ 0		$ 7,500

Variable Interest Entities - Narrative (Details) - variable_interest_entity	Jun. 30, 2023	May 30, 2023	May 29, 2023	Dec. 31, 2022
Variable Interest Entity [Line Items]
Number of variable interest entities	6
Number of variable interest entities consolidated	2		2	4
Paragon
Variable Interest Entity [Line Items]
Percentage of ownership	50.00%	50.00%
Paragon \| Emerald And Sapphire
Variable Interest Entity [Line Items]
Percentage of ownership transferred		50.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands					3 Months Ended			6 Months Ended		11 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	Jun. 30, 2023 USD ($) variable_interest_entity producer	Mar. 31, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) variable_interest_entity producer	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) variable_interest_entity producer	Dec. 31, 2022 USD ($) variable_interest_entity shares	May 30, 2023	May 29, 2023 variable_interest_entity	Nov. 29, 2021
Revenue from External Customer [Line Items]
Number of variable interest entities consolidated \| variable_interest_entity					2			2		2	4		2
Restricted cash held in escrow											$ 16,849
Cash held in restricted account											8,581
Short term investments					$ 16,955			$ 16,955		$ 16,955	64,976
Contingent consideration (in shares) \| shares			10,000,000
Gain on Earnout Awards					327			4,638
Earn out liabilities					4,153			4,153		4,153	$ 8,790
Stock issued (in shares) \| shares											1,000,000
Fair value of shares acquired						$ 11,614
Allowance for doubtful accounts					0			0		0	$ 0
Estimated value of total asset retirement obligation					$ 6,461			$ 6,461		$ 6,461	6,256
Number of natural gas producers \| producer					2			2		2
Net revenues after discount under purchase and sales agreement					$ 55,042		$ 53,217	$ 97,999	$ 102,264
Revenue recognized included in contract liabilities								8,013	$ 9,785
Backlog					$ 43,063			$ 43,063		$ 43,063
Paragon
Revenue from External Customer [Line Items]
Percentage of ownership					50.00%			50.00%		50.00%		50.00%
Class D common stock \| 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				$ 1,068,274
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
Emerald And Sapphire \| Paragon
Revenue from External Customer [Line Items]
Percentage of ownership transferred												50.00%
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
Contingent consideration period			6 months
Fair value of shares acquired		$ 11,614						$ 11,614
Closing share price (in dollars per share) \| $ / shares		$ 7.01
Offset to derivative liabilities					$ 4,777			$ 4,777		$ 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		1,635,783
Sponsor \| Class A common stock
Revenue from External Customer [Line Items]
Forfeited shares (in shares) \| shares	197,258
Accounts Payable \| Supplier Concentration Risk \| Two Vendors
Revenue from External Customer [Line Items]
Concentration risk percentage								45.00%
Accounts Payable \| Supplier Concentration Risk \| One Vendor
Revenue from External Customer [Line Items]
Concentration risk percentage											19.00%
Three Customers \| Revenue Benchmark \| Customer Concentration Risk
Revenue from External Customer [Line Items]
Concentration risk percentage					47.00%			46.00%
Two Customers \| Revenue Benchmark \| Customer Concentration Risk
Revenue from External Customer [Line Items]
Concentration risk percentage							48.40%		45.00%
Two Customers \| Accounts Receivable \| Customer Concentration Risk
Revenue from External Customer [Line Items]
Concentration risk percentage								24.00%			44.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue from External Customer [Line Items]
Backlog recognition period (in months)					12 months			12 months		12 months
Transferred over Time
Revenue from External Customer [Line Items]
Percentage of revenue recognized over time					27.40%		24.30%	22.70%	22.30%
RNG Fuel \| NextEra
Revenue from External Customer [Line Items]
Minimum of environmental attributes to be sold, percentage														90.00%
Natural Gas, Renewable And Fuel Station Services \| NextEra
Revenue from External Customer [Line Items]
Net revenues after discount under purchase and sales agreement					$ 11,852		$ 16,792	$ 18,060	$ 29,688

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 106,704	$ (4,809)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Income from equity method investments	293	36
Provision for bad debts	492	0
Amortization of operating right-of-use assets	303	382
Depreciation and amortization	6,990	6,566
Amortization of deferred financing costs	795	898
Loss on debt extinguishment	1,895	0
Loss on warrant exchange	338	0
Gain on deconsolidation of VIEs	(122,873)	0
Accretion expense related to asset retirement obligation	205	155
Stock-based compensation	2,848	320
Paid-in-kind interest income	(159)	(454)
Change in fair value of Convertible Note Payable	1,143	2,110
Unrealized gain on derivative financial instruments	(4,906)	(18)
Changes in operating assets and liabilities, net of effects of businesses acquired:
Accounts receivable	3,770	610
Accounts receivable, related party	12,421	0
Fuel tax credits receivable	931	1,257
Capital spares	387	(41)
Parts inventory	(3,320)	(3,255)
Environmental credits held for sale	(2,510)	(260)
Prepaid expense and other current assets	3,121	(328)
Contract assets	(2,742)	(7,111)
Accounts payable	1,257	(4,217)
Accounts payable, related party	2,941	780
Fuel tax credits payable	(696)	(1,295)
Accrued payroll	(1,850)	(3,242)
Accrued expenses	3,125	5,398
Operating lease liabilities - current and non-current	(270)	(382)
Other current and non-current liabilities	(1,054)	251
Contract liabilities	(1,793)	(2,626)
Net cash provided by (used in) operating activities	7,786	(9,275)
Cash flows from investing activities:
Purchase of property, plant, and equipment	(72,009)	(54,461)
Proceeds from sale of short term investments	48,021	0
Deconsolidation of VIEs, net of cash	(11,948)	0
Distributions received from equity method investment	7,756	0
Net cash used in investing activities	(28,180)	(54,461)
Cash flows from financing activities:
Proceeds from Sunoma loan	0	1,046
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	0	(3,216)
Repayment of Senior Secured Credit Facility	(22,750)	(1,221)
Repayment of OPAL Term Loan	(13,866)	(6,444)
Repayment of Municipality loan	(76)	(105)
Proceeds from sale of non-redeemable non-controlling interest	12,778	16,901
Reimbursement of financing costs by joint venture partner	826	0
Distribution to non-redeemable non-controlling interest	(222)	0
Proceeds from sale of non-controlling interest, related party	0	100,000
Net cash (used in) provided by financing activities	(29,701)	121,961
Net (decrease) increase in cash, restricted cash, and cash equivalents	(50,095)	58,225
Cash, restricted cash, and cash equivalents, beginning of period	77,221	42,054
Cash, restricted cash, and cash equivalents, end of period	27,126	100,279
Supplemental disclosure of cash flow information
Interest paid, net of $3,785 and $0 capitalized, respectively	1,507	2,860
Noncash investing and financing activities:
Paid-in-kind dividend on redeemable preferred non-controlling interests	5,612	2,435
Accrual for purchase of Property, plant and equipment included in Accounts payable and Accrued capital expenses	8,864	20,096
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	183
Accrual for deferred financing costs included in Accrued expenses and other current liabilities	$ 0	$ 1,750

Investments in Other Entities - Narrative (Details) $ in Thousands		1 Months Ended	3 Months Ended		6 Months Ended
	May 30, 2023 USD ($) deconsolidated_entity	Aug. 31, 2021 USD ($)	Jun. 30, 2023 USD ($) variable_interest_entity	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) variable_interest_entity	Jun. 30, 2022 USD ($)	May 29, 2023 variable_interest_entity	Dec. 31, 2022 USD ($) variable_interest_entity
Schedule of Equity Method Investments [Line Items]
Number of variable interest entities consolidated \| variable_interest_entity			2		2		2	4
Capitalized interest deconsolidated	$ 2,765
Number of deconsolidated entities \| deconsolidated_entity	2
Gain on deconsolidation of VIEs			$ 122,873	$ 0	$ 122,873	$ 0
Note receivable - variable fee component			$ 2,101		$ 2,101			$ 1,942
Discount rate
Schedule of Equity Method Investments [Line Items]
Measurement input	14.00%
RNG Fuel
Schedule of Equity Method Investments [Line Items]
Number of deconsolidated entities \| deconsolidated_entity	2
Paragon
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	50.00%		50.00%		50.00%
Gain on deconsolidation of VIEs					$ 122,873
Paragon \| Emerald And Sapphire
Schedule of Equity Method Investments [Line Items]
Percentage of ownership transferred	50.00%
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			$ 81	$ 524	$ 159	$ 746

Subsequent events	6 Months Ended
Subsequent events	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent events	Subsequent events Gas sale and purchase agreement On August 11, 2023, a wholly-owned subsidiary of the Company entered into a Third Amended and Restated Gas Sale and Purchase Agreement and a Third Amended and Restated Site Lease Agreement (collectively, the “Agreements”) with a leading environmental services company. The Agreements, which are effective as of August 11, 2023, provide the Company with the right to purchase landfill gas (“LFG”) from a landfill located in Massachusetts, for the purpose of combusting such LFG to generate renewable electricity at the facility (the “Facility”) located on the landfill footprint. Per the terms and conditions of the Agreements, the Company will make certain royalty and lease payments. The terms of the Agreements are 20 years from the date the Facility commences operations.

Goodwill (Details) $ in Thousands	Jun. 30, 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

Income taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 0	$ 0	$ 0	$ 0
Effective tax rate	0.00%		0.00%

- Definition

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

+ References + Details

Commitments and Contingencies (Details) $ in Thousands	1 Months Ended	6 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Jul. 31, 2015	Jun. 30, 2023 USD ($) standby_letters_of_credit contract	May 30, 2023 USD ($)	Dec. 31, 2022 USD ($) standby_letters_of_credit
Line of Credit Facility [Line Items]
Number of standby letters of credit held \| standby_letters_of_credit		5		9
Paragon
Line of Credit Facility [Line Items]
Maximum equity commitment letter			$ 2,100
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
Draws on standby letters of credit		$ 0

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit - Changes in Redeemable Preferred Units (Details) $ in Thousands	6 Months Ended
	Jun. 30, 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	4,661
Paid-in kind dividends attributable to Class A common stockholders	951
Ending balance	$ 143,754
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	1,105
Paid-in kind dividends attributable to Class A common stockholders	225
Ending balance	$ 34,066
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	3,556
Paid-in kind dividends attributable to Class A common stockholders	726
Ending balance	$ 109,688

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' (DEFICIT) 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)

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

144,399,037

Beginning balance at Dec. 31, 2021

$ 1,202

$ 0

$ 14

$ 0

$ 1,188

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

Net loss

(242)

Proceeds from non-redeemable non-controlling interest

5,738

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

144,399,037

Ending balance at Mar. 31, 2022

6,698

$ 0

$ 14

6,684

Beginning balance at Dec. 31, 2021

30,210

63,545

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

Other comprehensive loss

Ending balance at Jun. 30, 2022

132,645

56,622

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

144,399,037

Beginning balance at Dec. 31, 2021

1,202

$ 0

$ 14

1,188

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

Paid-in-kind preferred dividend

(2,435)

Ending balance (in shares) at Jun. 30, 2022

144,399,037

Ending balance at Jun. 30, 2022

17,652

$ 0

$ 14

17,638

Beginning balance at Mar. 31, 2022

55,927

58,310

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

Net loss

(85)

Contributions from non-redeemable non-controlling interest

Amortization on payment to acquire non-redeemable noncontrolling interest

(92)

Contributions from redeemable preferred non-controlling interests

75,000

Other comprehensive loss

Stock-based compensation

160

Paid-in-kind preferred dividend

1,718

Distribution of paid-in-kind preferred dividend

(1,718)

Ending balance at Jun. 30, 2022

132,645

56,622

Beginning balance (in shares) at Mar. 31, 2022

144,399,037

Beginning balance at Mar. 31, 2022

6,698

$ 0

$ 14

6,684

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

Net loss

(257)

Proceeds from non-redeemable non-controlling interest

11,211

Paid-in-kind preferred dividend

(1,718)

Ending balance (in shares) at Jun. 30, 2022

144,399,037

Ending balance at Jun. 30, 2022

17,652

$ 0

$ 14

17,638

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)

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

(800,813)

$ 195

26,445

$ 0

Treasury stock, beginning balance (in shares) at Dec. 31, 2022

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

Net loss

$ (1,431)

(1,134)

(297)

Other comprehensive loss

(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

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

Change in redemption value of Redeemable non-controlling interests

(7,720)

(2,217)

(5,503)

Paid-in-kind preferred dividend

(445)

Ending balance (in shares) at Mar. 31, 2023

29,330,115

144,399,037

Ending balance at Mar. 31, 2023

(791,386)

$ 3

$ 14

(807,895)

137

27,969

$ (11,614)

Treasury stock, ending balance (in shares) at Mar. 31, 2023

(1,635,783)

Beginning balance at Dec. 31, 2022

138,142

1,013,833

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

Other comprehensive loss

(989)

Ending balance at Jun. 30, 2023

143,754

1,068,274

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

(800,813)

195

26,445

$ 0

Treasury stock, beginning balance (in shares) at Dec. 31, 2022

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

Paid-in-kind preferred dividend

$ (903)

Ending balance (in shares) at Jun. 30, 2023

29,330,115

144,399,037

29,330,115

144,399,037

Ending balance at Jun. 30, 2023

$ (760,602)

$ 3

$ 14

(749,912)

903

$ (11,614)

Treasury stock, ending balance (in shares) at Jun. 30, 2023

(1,635,783)

Beginning balance at Mar. 31, 2023

140,905

1,013,835

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

Net loss

95,851

Other comprehensive loss

$ (690)

(690)

Stock-based compensation

1,576

Paid-in-kind preferred dividend

2,849

Distribution of paid-in-kind preferred dividend

(2,391)

Ending balance at Jun. 30, 2023

$ 143,754

1,068,274

Beginning balance (in shares) at Mar. 31, 2023

29,330,115

144,399,037

Beginning balance at Mar. 31, 2023

(791,386)

$ 3

$ 14

(807,895)

137

27,969

$ (11,614)

Treasury stock, beginning balance (in shares) at Mar. 31, 2023

(1,635,783)

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

Net loss

18,199

18,382

(183)

Other comprehensive loss

(133)

Proceeds from non-redeemable non-controlling interest

9,235

1,234

8,001

Deconsolidation of entities

^[1]

(36,045)

(1,383)

(34,662)

Distributions to non-redeemable non-controlling interests

(222)

Stock-based compensation

301

Change in redemption value of Redeemable non-controlling interests

$ (39,907)

Change in redemption value of Redeemable non-controlling interests

39,907

(152)

40,059

Paid-in-kind preferred dividend

(458)

Ending balance (in shares) at Jun. 30, 2023

29,330,115

144,399,037

29,330,115

144,399,037

Ending balance at Jun. 30, 2023

$ (760,602)

$ 3

$ 14

$ 0

$ (749,912)

$ 4

$ 903

$ (11,614)

Treasury stock, ending balance (in shares) at Jun. 30, 2023

(1,635,783)

[1]	As of May 30, 2023, two of our RNG facilities, Emerald and Sapphire (defined below) were deconsolidated and accounted for under equity method as per ASC 323. Please see Note 4 Investment in Other entities and Note 12 Variable Interest Entities for additional information.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Statement of Comprehensive Income [Abstract]

Net income (loss)

$ 114,050

$ (342)

$ 106,704

$ (4,809)

Other comprehensive income (loss):

Effective portion of the the cash flow hedge attributable to equity method investments

109

Reclassification adjustments included in earnings

^[1]

(1,147)

Net unrealized gain (loss) on cash flow hedges

215

(141)

Total comprehensive income (loss)

113,227

(342)

105,525

(4,809)

Net income (loss) attributable to Redeemable non-controlling interests

95,851

(1,803)

89,936

(6,745)

Other comprehensive loss attributable to Redeemable non-controlling interests

(690)

(989)

Comprehensive loss attributable to non-redeemable non-controlling interests

(183)

(257)

(480)

(499)

Paid-in-kind preferred dividends

458

1,718

903

2,435

Comprehensive income attributable to Class A common stockholders

$ 17,791

$ 0

$ 16,155

$ 0

[1]	Represents the reclassification of the gain on termination of interest rate swaps on May 30, 2023. See Note 9 Derivative Financial Instruments for additional information. Additionally, there is $334 reclassification into earnings from our equity method investments.

Summary of Significant Accounting Policies - Receivables, Contract Assets and Contract Liabilities From Contracts With Customers (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Accounts receivable	$ 26,821	$ 31,083
Contract assets:
Cost and estimated earnings in excess of billings	9,449	7,027
Accounts receivable retainage, net	3,064	2,744
Contract assets	12,513	9,771
Contract liabilities:
Billings in excess of costs and estimated earnings	6,220	8,013
Contract liabilities	$ 6,220	8,013
Nonrelated Party
Disaggregation of Revenue [Line Items]
Accounts receivable		$ 31,083

Borrowings

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Borrowings

BorrowingsThe following table summarizes the borrowings under the various debt facilities as of June 30, 2023 and December 31, 2022:


	June 30, 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	92,224		96,090
Less: unamortized debt issuance costs	(1,282)		(1,758)
Less: current portion	(27,732)		(27,732)
OPAL Term Loan, net of debt issuance costs	63,210		66,600
Sunoma Loan	23,000		23,000
Less: unamortized debt issuance costs	(883)		(908)
Less: current portion	(1,169)		(380)
Sunoma Loan, net of debt issuance costs	20,948		21,712
Convertible Note Payable	29,671		28,528
Less: current portion	(29,671)		(28,528)
Convertible Note Payable	—		—
Municipality Loan	—		76
Less: current portion	—		(76)
Municipality Loan	—		—
Non-current borrowings total	$	84,158	$	88,312


	OPAL Term Loan		Sunoma Loan		Convertible Note Payable (1)		Total
Six months ending December 31, 2023	$	13,866	$	380	$	29,671	$	43,917
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
	$	92,224	$	23,000	$	29,671	$	144,895

(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 provided 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.

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 and six months ended June 30, 2023 and 2022, the Company received cash dividends of $126 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 June 30, 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 June 30, 2023 and December 31, 2022, the outstanding loan balance (current and non-current) excluding deferred financing costs was $92,224 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 with 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 June 30, 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 less than 1.0 and (iii) minimum debt service coverage ratio of trailing four quarters not 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 June 30, 2023.

The significant assets of Sunoma are parenthesized in the condensed consolidated balance sheets as June 30, 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 Payable") 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 on the 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 Payable 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 June 30, 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 $29,671 and $28,528, respectively, as it is redeemable on demand by the Company or Ares.

The Company recorded $580 and $1,143 for the three and six months ended June 30, 2023, respectively. The Company recorded $1,090 and $2,110 as change in fair value of Convertible Note Payable for the three months ended June 30, 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 made payments to a municipality in the amount of $1,600 plus interest at a fixed annual rate of 3.00% through April 1, 2023. The loan was fully repaid in April 2023.

OPAL Term Loan II

On August 4, 2022, OPAL Intermediate Holdco 2 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.

On May 30, 2023, OPAL Intermediate Holdco 2 assigned to Paragon its rights and obligations under OPAL Term Loan II. The joint venture partner of Paragon reimbursed the Company $826 as its portion of the transaction costs incurred.

The Company expensed the remaining deferred financing costs of $1,895 as loss on debt extinguishment in its condensed consolidated statement of operations for the three and six months ended June 30, 2023. There were no amounts outstanding under the OPAL Term Loan II as of the date of the transaction.

Interest rates

2023

For the three and six months ended June 30, 2023, the weighted average effective interest rate including amortization of debt issuance costs on the Senior Secured Credit Facility was 5.6% including a margin plus SOFR. The debt was repaid in full in March 2023.

For the three and six months ended June 30, 2023, the weighted average effective interest rate including amortization of debt issuance costs on OPAL Term Loan was 9.2% and 8.8%.

For the three and six months ended June 30, 2023, the interest rate on the Sunoma Loan was 8.00%.

For the three and six months ended June 30, 2023, the payment-in-kind interest rate on Convertible Note Payable was 8.00%.

For the three and six months ended June 30, 2023, the weighted average interest rate on Municipality loan was 3.00%. The loan was fully repaid in April 2023.

2022

For the three and six months ended June 30, 2022, the weighted average effective interest rate on the Senior Secured Credit Facility including amortization of debt issuance costs on Senior Secured Credit Facility was 4.25% including a margin plus LIBOR.

For the three and six months ended June 30, 2022, the weighted average effective interest rate on OPAL Term Loan including amortization of debt issuance costs was 4.93%.

For three and six months ended June 30, 2022, the interest rate on the Sunoma loan was 7.75%.

For the three and six months ended June 30, 2022, the payment-in-kind interest rate on Convertible Note Payable was 8.0%.

The following table summarizes the Company's total interest expense for the three and six months ended June 30, 2023 and 2022:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Senior Secured Credit Facility	$	—	$	862	$	282	$	1,442
Convertible Note Payable mark-to-market	580		1,090		1,143		2,110
Sunoma Loan	450		401		894		911
OPAL Term Loan (1)	—		887		19		1,743
Commitment fees and other finance fees	184		103		312		204
Amortization of deferred financing cost	345		460		795		898
Interest expense on finance leases	21		7		37		13
Interest income	(624)		(445)		(1,885)		(899)
Total interest expense	$	956	$	3,365	$	1,597	$	6,422

(1) Excludes $1,981 and $3,785 of interest capitalized and recorded as part of Property, Plant and Equipment for the three and six months ended June 30, 2023, respectively.

- 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

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+ Details

Reportable Segments and Geographic Information - Total Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	$ 671,945	$ 644,856
Equity Method Investment(s)	202,409	51,765
Operating Segments \| Renewable Power
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	40,948	43,468
Operating Segments \| RNG Fuel
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	282,854	347,750
Operating Segments \| Fuel Station Services
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	120,280	119,669
Operating Segments \| Corporate and other
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	$ 25,454	$ 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.

+ References

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+ Details

Reportable Segments and Geographic Information - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) segment	Jun. 30, 2022 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment			4
Number of reportable segments \| segment			4
Reclassification [Line Items]
Total revenues	$ 55,042	$ 53,217	$ 97,999	$ 102,264
RNG Fuel
Reclassification [Line Items]
Total revenues	16,431	16,459	28,625	31,508
Cost of sales	7,884	8,457	15,407	16,171
RNG Fuel \| Revision of Prior Period, Reclassification, Adjustment
Reclassification [Line Items]
Total revenues	(9,400)	(9,214)	(18,251)	(19,307)
Cost of sales	(8,302)	(7,940)	(16,824)	(14,713)
Fuel Station Services
Reclassification [Line Items]
Total revenues	29,956	26,730	50,784	51,604
Cost of sales	27,476	23,630	47,768	43,293
Fuel Station Services \| Revision of Prior Period, Reclassification, Adjustment
Reclassification [Line Items]
Total revenues	9,400	9,214	18,251	19,307
Cost of sales	$ 8,302	$ 7,940	$ 16,824	$ 14,713

- 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

+ Details

Reportable Segments and Geographic Information - Schedule of Cash Paid for Purchases of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	$ 72,009	$ 54,461
Operating Segments \| Renewable Power
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	0	1,300
Operating Segments \| Fuel Station Services
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	12,356	3,463
Operating Segments \| RNG Fuel
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	$ 59,653	$ 49,698

Investments in Other Entities - Summary of Net Income (Loss) From Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of Equity Method Investments [Line Items]
Total revenues	$ 55,042	$ 53,217	$ 97,999	$ 102,264
Net loss	114,050	(342)	106,704	(4,809)
Net (loss) income from equity method investments	(998)	621	(293)	(36)
Equity Method Investment(s)
Schedule of Equity Method Investments [Line Items]
Total revenues	6,925	4,793	14,464	5,089
Gross profit	8,225	2,603	9,876	1,612
Net loss	$ (2,686)	$ (564)	$ (2,899)	$ (1,741)

- Definition

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

+ References

+ Details

- Definition

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

Derivative Financial Instruments and Fair Value Measurements - Summary of Commodity Swaps (Details)	24 Months Ended
	Dec. 31, 2024 MWh	Nov. 17, 2022 uSD_per_Megawatt-Hour	Oct. 17, 2022 uSD_per_Megawatt-Hour
Commodity Contract, Contract One
Derivative [Line Items]
Average Contract Price (per MWh) \| uSD_per_Megawatt-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) \| uSD_per_Megawatt-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) \| uSD_per_Megawatt-Hour		81.50
Commodity Contract, Contract Three \| Forecast
Derivative [Line Items]
Notional Quantity per Year (“MWh”) \| MWh	35,088

Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 153	$ 282	$ 313	$ 398

Related Parties (Tables)

6 Months Ended

Jun. 30, 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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Staffing and management services	$	412	$	632	$	987	$	1,105
Rent - fixed compensation	164		91		329		274
IT services	731		546		1,457		1,085
Total	$	1,307	$	1,269	$	2,773	$	2,464

Subsequent events (Details)	Aug. 11, 2023
Subsequent Event \| Landfill gas \| Agreements
Subsequent Event [Line Items]
Term of contract (in years)	20 years

Reportable Segments and Geographic Information - Schedule of Depreciation, Amortization and Accretion (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	$ 3,628	$ 3,325	$ 7,195	$ 6,721
Equity Method Investment(s)
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	(972)	(346)	(1,687)	(573)
Other
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	11	31	27	64
Renewable Power \| Operating Segments
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	1,449	1,309	2,901	3,107
RNG Fuel \| Operating Segments
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	2,292	1,694	4,316	2,820
Fuel Station Services \| Operating Segments
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	$ 848	$ 637	$ 1,638	$ 1,303

Variable Interest Entities

6 Months Ended

Jun. 30, 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 June 30, 2023, the Company held equity interests in six VIEs — Sunoma, GREP, Emerald, Sapphire, Paragon and Central Valley. On May 30, 2023, the Company together with a third-party environmental solutions company formed a new joint venture holding company Paragon LLC ("Paragon"). The Company owns 50% of ownership interest in Paragon. Concurrent with the formation of Paragon, the Company contributed its 50% ownership interests in Emerald and Sapphire to Paragon.

Upon the execution of the above the transaction, the Company reassessed its equity interests in Emerald and Sapphire under ASC 810, Consolidation and determined that the Company does not have a controlling financial interest in Paragon under ASC 810 because the governance of the joint venture is driven by an independent board jointly controlled by the joint venture partner and OPAL equally and there are substantive participating rights held by the joint venture partner in the significant activities of Paragon.

Prior to May 30, 2023, the Company consolidated these two entities in accordance with the variable interest entity model guidance under ASC 810, Consolidation. As of June 30, 2023, GREP and Paragon were presented as equity method investments and the remaining two VIEs Sunoma and Central Valley are consolidated by the Company.

At December 31, 2022, 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 June 30, 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 two 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.

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 June 30, 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 June 30, 2023		As of December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	906	$	12,506
Accounts receivable, net	846		966
Restricted cash - current	228		6,971
Environmental credits held for sale	29		—
Prepaid expenses and other current assets	186		415
Total current assets	2,195		20,858
Property, plant and equipment, net	27,043		73,140
Restricted cash, non-current	2,790		2,923
Total assets	$	32,028	$	96,921

Liabilities and equity
Current liabilities:
Accounts payable	$	384	$	4,896
Accounts payable, related party	1,108		433
Accrued capital expenses	—		7,821
Accrued expenses	272		646
Sunoma Loan- current portion	1,169		380
Total current liabilities	2,933		14,176
Sunoma loan, net of debt issuance costs	20,948		21,712
Total liabilities	23,881		35,888
Equity
Stockholders' equity	7,244		34,588
Non-redeemable non-controlling interests	903		26,445
Total equity	8,147		61,033
Total Liabilities and Equity	$	32,028	$	96,921

Variable Interest Entities - Schedule of Variable Interest Entities on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 21,595		$ 40,394
Accounts receivable, net	26,821		31,083
Restricted cash - current	228		32,402
Environmental credits held for sale	4,184		1,674
Prepaid expenses and other current assets	4,485		7,625
Total current assets	100,990		211,983
Property, plant and equipment, net	288,427		297,323
Restricted cash, non-current	5,303		4,425
Total assets	671,945		644,856
Current liabilities:
Accrued capital expenses	8,864		11,922
Accrued expenses	12,698		9,573
Sunoma Loan- current portion	1,169		380
Total current liabilities	115,263		152,905
Sunoma loan, net of debt issuance costs	20,948		21,712
Total liabilities	220,519		267,037
Equity
Stockholders' equity	(761,505)		(800,601)
Non-redeemable non-controlling interests	903		26,445
Total Stockholders' deficit	(760,602)	$ (791,386)	(774,156)	$ 17,652	$ 6,698	$ 1,202
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit	671,945		644,856
Related Party
Current liabilities:
Accounts payable	3,707		1,346
Nonrelated Party
Current assets:
Accounts receivable, net			31,083
Current liabilities:
Accounts payable	13,494		22,679
Non-redeemable non-controlling interests
Equity
Total Stockholders' deficit	903	$ 27,969	26,445	$ 17,638	$ 6,684	$ 1,188
Primary Beneficiary
Current assets:
Cash and cash equivalents	906		12,506
Accounts receivable, net	846		966
Restricted cash - current	228		6,971
Environmental credits held for sale	29		0
Prepaid expenses and other current assets	186		415
Total current assets	2,195		20,858
Property, plant and equipment, net	27,043		73,140
Restricted cash, non-current	2,790		2,923
Total assets	32,028		96,921
Current liabilities:
Accrued capital expenses	0		7,821
Accrued expenses	272		646
Sunoma Loan- current portion	1,169		380
Total current liabilities	2,933		14,176
Sunoma loan, net of debt issuance costs	20,948		21,712
Total liabilities	23,881		35,888
Equity
Stockholders' equity	7,244		34,588
Non-redeemable non-controlling interests	903		26,445
Total Stockholders' deficit	8,147		61,033
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit	32,028		96,921
Primary Beneficiary \| Related Party
Current liabilities:
Accounts payable	1,108		433
Primary Beneficiary \| Nonrelated Party
Current liabilities:
Accounts payable	$ 384		$ 4,896

Organization and Description of Business	6 Months Ended
Organization and Description of Business	Jun. 30, 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. 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 and six months ended June 30, 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.

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

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Revenues:

Total revenues

$ 55,042

$ 53,217

$ 97,999

$ 102,264

Operating expenses:

Selling, general, and administrative

13,663

7,955

28,135

18,810

Depreciation, amortization, and accretion

3,628

3,325

7,195

6,721

Total expenses

61,412

50,907

115,644

100,943

Operating (loss) income

(6,370)

2,310

(17,645)

1,321

Other (expense) income:

Interest and financing expense, net

(956)

(3,365)

(1,597)

(6,422)

Loss on debt extinguishment

(1,895)

Change in fair value of derivative instruments, net

1,160

5,093

328

Other income

123,109

123,041

(Loss) income from equity method investments

(998)

621

(293)

(36)

Income (loss) before provision for income taxes

114,050

(342)

106,704

(4,809)

Provision for income taxes

Net income (loss)

114,050

(342)

106,704

(4,809)

Net income (loss) attributable to redeemable non-controlling interests

93,460

(1,803)

85,227

(6,745)

Net loss attributable to non-redeemable non-controlling interests

(183)

(257)

(480)

(499)

Paid-in-kind preferred dividends

^[1]

2,849

1,718

5,612

2,435

Net income attributable to Class A common stockholders

$ 17,924

$ 0

$ 16,345

$ 0

Weighted average shares outstanding of Class A common stock:

Basic (in shares)

26,977,682

27,179,488

Diluted (in shares)

27,248,639

27,556,700

Per share amounts:

Basic (in dollars per share)

^[2]

$ 0.66

$ 0

$ 0.60

$ 0

Diluted (in dollars per share)

^[2]

$ 0.66

$ 0

$ 0.59

$ 0

RNG Fuel

Revenues:

Total revenues

$ 16,431

$ 16,459

$ 28,625

$ 31,508

Operating expenses:

Cost of sales

7,884

8,457

15,407

16,171

Fuel Station Services

Revenues:

Total revenues

29,956

26,730

50,784

51,604

Operating expenses:

Cost of sales

27,476

23,630

47,768

43,293

Renewable Power

Revenues:

Total revenues

8,655

10,028

18,590

19,152

Operating expenses:

Cost of sales

$ 8,761

$ 7,540

$ 17,139

$ 15,948

[1]	Paid-in-kind preferred dividend is allocated between redeemable non-controlling interests and Class A common stockholders based on 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 and six months ended June 30, 2022 as it would not be meaningful to the users of these condensed consolidated financial statements,

Reportable Segments and Geographic Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Total Revenues by Segment

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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Renewable Power	$	8,672	$	10,451	$	18,590	$	20,088
RNG Fuel	23,356		22,070		43,089		40,168
Fuel Station Services	34,138		27,822		58,730		51,992
Other(1)	—		91		—		127
Intersegment	(4,199)		(2,424)		(7,946)		(5,022)
Equity Method Investment(s)	(6,925)		(4,793)		(14,464)		(5,089)
	$	55,042	$	53,217	$	97,999	$	102,264

____________

(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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Interest and Financing Expense, Net:
Renewable Power	$	6	$	(1,202)	$	(258)	$	(2,119)
RNG Fuel	(718)		37		(1,373)		(51)
Fuel Station Services	83		(8)		93		(14)
Corporate	(327)		(2,192)		(59)		(4,238)
	$	(956)	$	(3,365)	$	(1,597)	$	(6,422)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Depreciation, Amortization, and Accretion:
Renewable Power	$	1,449	$	1,309	$	2,901	$	3,107
RNG Fuel	2,292		1,694		4,316		2,820
Fuel Station Services	848		637		1,638		1,303
Other(1)	11		31		27		64
Equity Method Investment(s)	(972)		(346)		(1,687)		(573)
	$	3,628	$	3,325	$	7,195	$	6,721

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


	Six Months Ended June 30,
		2023		2022
Cash paid for Purchases of Property, Plant, and Equipment:
Renewable Power		$	—	$	1,300
Fuel Station Services		12,356		3,463
RNG Fuel		59,653		49,698
		$	72,009	$	54,461

Schedule of Net Income (Loss)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss)
Renewable Power	$	(741)	$	(91)	$	(1,644)	$	(2,169)
RNG Fuel	7,291		14,188		8,468		16,106
Fuel Station Services	1,858		(3,605)		1,899		950
Corporate	106,640		(11,455)		98,274		(19,660)
Equity Method Investment(s)	(998)		621		(293)		(36)
	$	114,050	$	(342)	$	106,704	$	(4,809)

Total Assets


	June 30, 2023		December 31, 2022
Total Assets:
Renewable Power	$	40,948	$	43,468
RNG Fuel	282,854		347,750
Fuel Station Services	120,280		119,669
Corporate and other	25,454		82,204
Equity Method Investment(s)	202,409		51,765
	$	671,945	$	644,856

Related Parties - Fees Upon Entering Into Management Services Agreement with Related Party (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Selling, general, and administrative	$ 13,663	$ 7,955	$ 28,135	$ 18,810
Related Party \| Costar
Related Party Transaction [Line Items]
Selling, general, and administrative	1,307	1,269	2,773	2,464
Related Party \| Costar \| Staffing and management services
Related Party Transaction [Line Items]
Selling, general, and administrative	412	632	987	1,105
Related Party \| Costar \| Rent - fixed compensation
Related Party Transaction [Line Items]
Selling, general, and administrative	164	91	329	274
Related Party \| Costar \| IT services
Related Party Transaction [Line Items]
Selling, general, and administrative	$ 731	$ 546	$ 1,457	$ 1,085

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

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

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

Common stock

As of June 30, 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 June 30, 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 June 30, 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	—	1,105		—	3,556		4,661
Paid-in kind dividends attributable to Class A common stockholders	—	225		—	726		951
Balance, June 30, 2023	300,000	$	34,066	1,000,000	$	109,688	$	143,754

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 June 30, 2023, the Company recorded $1,068,274 to adjust the carrying value to their redemption value based on a 5 day VWAP of $7.40 per share.

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 21,595	$ 40,394
Restricted cash - current	228	32,402
Long-term assets:
Restricted cash held as collateral	5,303	4,425
Total cash, cash equivalents, and restricted cash	$ 27,126	$ 77,221	$ 100,279	$ 42,054

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Right-Of-Use Assets And Lease Liabilities

Right-of-use assets and Lease liabilities as of June 30, 2023 and December 31, 2022 are as follows:


Description	Location in Balance Sheet	June 30, 2023		December 31, 2022
Assets:
Operating leases (1):
Site leases	Right-of-use assets	$	10,251	$	10,338
Office lease	Right-of-use assets	1,190		1,406
		11,441		11,744
Finance leases (1):
Vehicle leases	Property, plant and equipment, net	1,287		1,236
		12,728		12,980
Liabilities (1):
Sites leases	Lease liabilities - current portion	192		181
Office lease	Lease liabilities - current portion	489		449
Vehicle leases	Accrued expenses and other current liabilities	455		449
		1,136		1,079

Sites leases	Lease liabilities - non-current portion	10,065		10,135
Office lease	Lease liabilities - non-current portion	859		1,110
Vehicle leases	Other long-term liabilities	856		825
		$	11,780	$	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%.

The table below presents components of the Company's lease expense for the three and six months ended June 30, 2023 and 2022:


Description	Location in Statement of Operations	Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Operating lease expense for site leases	Cost of sales - RNG Fuel	$	263	$	261	$	526	$	524
Operating lease expense for office lease	Selling, general, administrative expenses	121		121		242		242
Amortization of right-of-use assets - finance leases	Depreciation, amortization and accretion expense	141		81		281		164
Interest expense on lease liabilities - finance leases	Interest and financing expense, net	21		7		37		13
		$	546	$	470	$	1,086	$	943

The Company does not have material short term lease expense for the three and six months ended June 30, 2023 and 2022.

The Company did not enter into any operating leases greater than 12 months for the three months ended June 30, 2023.


Weighted average remaining lease term (years)	June 30, 2023
Operating leases	18.4 years
Financing leases	2.9 years
Weighted average discount rate
Operating leases	7.95	%
Financing leases	6.17	%

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 June 30, 2023:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	522		$	261		$	519		$	1,302
2024	1,044			540			514			2,098
2025	1,044			562			408			2,014
2026	1,044			47			252			1,343
2027 and beyond	17,913			—			23			17,936
	21,567			1,410			1,716			24,693

Present value of lease liability	10,257			1,348			1,311			12,916

Lease liabilities - current portion	192			489			455			1,136
Lease liabilities - non-current portion	10,065			859			856			11,780
Total lease liabilities	$	10,257		$	1,348		$	1,311		$	12,916

Discount based on incremental borrowing rate	$	11,310		$	62		$	405		$	11,777

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 June 30, 2023:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	522		$	261		$	519		$	1,302
2024	1,044			540			514			2,098
2025	1,044			562			408			2,014
2026	1,044			47			252			1,343
2027 and beyond	17,913			—			23			17,936
	21,567			1,410			1,716			24,693

Present value of lease liability	10,257			1,348			1,311			12,916

Lease liabilities - current portion	192			489			455			1,136
Lease liabilities - non-current portion	10,065			859			856			11,780
Total lease liabilities	$	10,257		$	1,348		$	1,311		$	12,916

Discount based on incremental borrowing rate	$	11,310		$	62		$	405		$	11,777

Derivative Financial Instruments and Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 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 June 30, 2023 and December 31, 2022:


Interest rate swap detail					Notional Amount
Trade date	Fixed rate		Start date	End date	June 30, 2023		December 31, 2022

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

Derivatives Fair Values on Balance Sheet

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


	June 30, 2023		December 31, 2022		Location of Fair Value Recognized in Balance Sheet
Derivatives designated as economic hedges:
Current portion of swaption	$	—	$	182	Derivative financial assets, current portion
Derivatives designated as cash flow hedges:
Long term portion of the interest rate swaps	—		954		Derivative financial assets, non-current
	$	—	$	1,136

The following table summarizes the derivative assets and liabilities related to commodity swaps as of June 30, 2023 and December 31, 2022:


	Fair Value				Location of Fair value recognized in Balance Sheet
	June 30, 2023		December 31, 2022
Derivatives designated as economic hedges
Current portion of unrealized gain on commodity swaps	$	365	$	—	Derivative financial asset, current portion
Non-current portion of unrealized gain on commodity swaps	$	267	$	—	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 June 30,				Six Months Ended June 30,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2023		2022		2023		2022
Interest rate swaps	$	—	$	7	$	—	$	626
Swaption	20		—		(46)		—
Net periodic settlements	812		(571)		812		(954)
	$	832	$	(564)	$	766	$	(328)	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 and six months ended June 30, 2023 and 2022:


Derivatives not designated as hedging instruments	Location of (loss) gain recognized	Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Commodity swaps - realized (loss) gain	Revenues - Renewable power	$	509	$	(224)	$	880	$	(187)
Commodity swaps - unrealized gain (loss)	Revenues - Renewable power	(160)		(102)		762		(936)
Total realized and unrealized gain (loss)	Revenues - Renewable power	$	349	$	(326)	$	1,642	$	(1,123)

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

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, June 30, 2023:
Interest rate swap asset	$	—	$	—	$	—
Swaption asset	—		—		—
	$	—	$	—	$	—
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, June 30, 2023:
Interest rate swap asset	$	—	$	—	$	—
Swaption asset	—		—		—
	$	—	$	—	$	—
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

The following table summarizes the commodity swaps in place as of June 30, 2023 and December 31, 2022. There were no new commodity swap contracts entered during the three months ended June 30, 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 change in fair value of other derivative liabilities on the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022:


Derivative liability	Three Months Ended June 30,				Six Months Ended June 30,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2023		2022		2023		2022

Put option to Meteora	$	—	$	—	$	(311)	$	—
Sponsor Earnout Awards	(172)		—		138		—
OPAL Earnout Awards	500		—		4,500		—
	$	328	$	—	$	4,327	$	—	Change in fair value of derivative instruments, net

Assets and Liabilities Measured at Fair Value on Recurring Basis

The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of June 30, 2023 and December 31, 2022, set forth by level, within the fair value hierarchy:


	Fair value as of June 30, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	6,461	$	6,461
Convertible Note Payable	—		29,091		—		29,091
Earnout liabilities	—		—		4,153		4,153
Assets:
Short term investments	16,955		—		—		16,955
Commodity swap contracts	—		632		—		632


	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.

- 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 + Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Borrowings - Schedule of Principal Maturities of Debt (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Debt Instrument [Line Items]
Six months ending December 31, 2023	$ 43,917
2024	29,340
2025	52,369
2026	1,883
2027	17,386
Total	144,895
OPAL Term Loan \| OPAL Term Loan
Debt Instrument [Line Items]
Six months ending December 31, 2023	13,866
2024	27,732
2025	50,626
2026	0
2027	0
Total	92,224
Sunoma Loan
Debt Instrument [Line Items]
Six 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]
Six months ending December 31, 2023	29,671
2024	0
2025	0
2026	0
2027	0
Total	$ 29,671

Income taxes	6 Months Ended
Income taxes	Jun. 30, 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 and six months ended June 30, 2023, the Company recorded zero income tax expense. The effective tax rate for the three and six months ended June 30, 2023 was 0%. The difference between the Company’s effective tax rate for the three and six months ended June 30, 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 and six months ended June 30, 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Property, Plant, and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Summary of Property, Plant, and Equipment, Net

Property, plant, and equipment, net, consisted of the following as of June 30, 2023 and December 31, 2022:


	June 30, 2023		December 31, 2022
Plant and equipment	$	204,215	$	201,655
CNG/RNG fueling stations	44,057		34,567
Construction in progress (1)	134,719		152,105
Buildings	2,585		2,585
Land	1,303		1,303
Service equipment	2,132		1,888
Leasehold improvements	815		815
Vehicles	255		313
Office furniture and equipment	307		307
Computer software	277		277
Vehicles - finance leases	1,287		1,236
Other	524		487
	392,476		397,538
Less: accumulated depreciation	(104,049)		(100,215)
Property, plant, and equipment, net	$	288,427	$	297,323

(1) Includes $4,101 and $3,081 of capitalized interest on our OPAL Term Loan facility as of June 30, 2023 and December 31, 2022.

Derivative Financial Instruments and Fair Value Measurements - Other Derivative Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Derivative [Line Items]
Change in fair value of derivative instruments, net	$ 832	$ (564)	$ 766	$ (328)
Other Derivatives
Derivative [Line Items]
Change in fair value of derivative instruments, net	328	0	4,327	0
Put option to Meteora
Derivative [Line Items]
Change in fair value of derivative instruments, net	0	0	(311)	0
Sponsor Earnout Awards
Derivative [Line Items]
Change in fair value of derivative instruments, net	(172)	0	138	0
OPAL Earnout Awards
Derivative [Line Items]
Change in fair value of derivative instruments, net	$ 500	$ 0	$ 4,500	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents (includes $906 and $12,506 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	$ 21,595	$ 40,394
Accounts receivable	26,821	31,083
Restricted cash - current (includes $228 and $6,971 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	228	32,402
Short term investments	16,955	64,976
Fuel tax credits receivable	3,213	4,144
Contract assets	12,513	9,771
Parts inventory	10,631	7,311
Environmental credits held for sale (includes $29 and $0 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	4,184	1,674
Prepaid expense and other current assets (includes $186 and $415 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	4,485	7,625
Derivative financial assets, current portion	365	182
Total current assets	100,990	211,983
Capital spares	3,056	3,443
Property, plant, and equipment, net (includes $27,043 and $73,140 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	288,427	297,323
Operating right-of-use assets	11,441	11,744
Investment in other entities	202,409	51,765
Note receivable - variable fee component	2,101	1,942
Derivative financial assets, non-current portion	267	954
Deferred financing costs	0	3,013
Other long-term assets	1,489	1,489
Intangible assets, net	1,854	2,167
Restricted cash - non-current (includes $2,790 and $2,923 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	5,303	4,425
Goodwill	54,608	54,608
Total assets	671,945	644,856
Current liabilities:
Fuel tax credits payable	2,624	3,320
Accrued payroll	7,107	8,979
Accrued capital expenses (includes $0 and $7,821 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	8,864	11,922
Accrued expenses and other current liabilities (includes $272 and $646 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	12,698	9,573
Contract liabilities	6,220	8,013
OPAL Term Loan, current portion	27,732	27,732
Sunoma Loan, current portion (includes $1,169 and $380 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	1,169	380
Convertible Note Payable	29,671	28,528
Municipality Loan	0	76
Derivative financial liability, current portion	0	4,596
Operating lease liabilities - current portion	681	630
Other current liabilities	0	1,085
Asset retirement obligation, current portion	1,296	1,296
Total current liabilities	115,263	152,905
Asset retirement obligation, non-current portion	5,165	4,960
OPAL Term Loan	63,210	66,600
Sunoma Loan, net of debt issuance costs (includes $20,948 and $21,712 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	20,948	21,712
Operating lease liabilities - non-current portion	10,924	11,245
Earn out liabilities	4,153	8,790
Other long-term liabilities	856	825
Total liabilities	220,519	267,037
Commitments and contingencies
Stockholders' deficit
Additional paid-in capital	0	0
Accumulated deficit	(749,912)	(800,813)
Accumulated other comprehensive income	4	195
Class A common stock in treasury, at cost; 1,635,783 and 0 shares at June 30, 2023 and December 31, 2022, respectively	(11,614)	0
Total Stockholders' deficit attributable to the Company	(761,505)	(800,601)
Non-redeemable non-controlling interests	903	26,445
Total Stockholders' deficit	(760,602)	(774,156)
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit	671,945	644,856
Primary Beneficiary
Current assets:
Cash and cash equivalents (includes $906 and $12,506 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	906	12,506
Accounts receivable	846	966
Restricted cash - current (includes $228 and $6,971 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	228	6,971
Environmental credits held for sale (includes $29 and $0 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	29	0
Prepaid expense and other current assets (includes $186 and $415 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	186	415
Total current assets	2,195	20,858
Property, plant, and equipment, net (includes $27,043 and $73,140 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	27,043	73,140
Restricted cash - non-current (includes $2,790 and $2,923 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	2,790	2,923
Total assets	32,028	96,921
Current liabilities:
Accrued capital expenses (includes $0 and $7,821 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	0	7,821
Accrued expenses and other current liabilities (includes $272 and $646 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	272	646
Sunoma Loan, current portion (includes $1,169 and $380 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	1,169	380
Total current liabilities	2,933	14,176
Sunoma Loan, net of debt issuance costs (includes $20,948 and $21,712 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs)	20,948	21,712
Total liabilities	23,881	35,888
Stockholders' deficit
Total Stockholders' deficit attributable to the Company	7,244	34,588
Non-redeemable non-controlling interests	903	26,445
Total Stockholders' deficit	8,147	61,033
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit	32,028	96,921
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
Related Party
Current assets:
Accounts receivable, related party	0	12,421
Current liabilities:
Accounts payable	3,707	1,346
Related Party \| Primary Beneficiary
Current liabilities:
Accounts payable	1,108	433
Nonrelated Party
Current assets:
Accounts receivable		31,083
Current liabilities:
Accounts payable	13,494	22,679
Nonrelated Party \| Primary Beneficiary
Current liabilities:
Accounts payable	384	4,896
Redeemable preferred non-controlling interests
Current liabilities:
Redeemable non-controlling interests	143,754	138,142
Redeemable non-controlling interests
Current liabilities:
Redeemable non-controlling interests	1,068,274	1,013,833
Class A common stock
Stockholders' deficit
Common stock	3	3
Class B common stock
Stockholders' deficit
Common stock	0	0
Class C common stock
Stockholders' deficit
Common stock	0	0
Class D common stock
Stockholders' deficit
Common stock	$ 14	$ 14

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

These condensed 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”), New River LLC (“New River”), Reynolds NRG LLC (“Reynolds”), Central Valley LLC (“Central Valley”), Prince William RNG LLC (“Prince William”), Cottonwood RNG LLC, Polk County RNG LLC (“Polk County”), 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 and six months ended June 30, 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. On May 30, 2023, the Company together with a third-party environmental solutions company formed a new joint venture holding company Paragon LLC ("Paragon"). The Company owns 50% of ownership interest in Paragon. Concurrent to the formation of Paragon, the Company contributed its 50% ownership interests in Emerald and Sapphire to Paragon. Upon the execution of the above transaction, the Company reassessed its equity interests in Emerald and Sapphire under ASC 810, Consolidation and determined that the Company does not have a controlling financial interest in Paragon

under ASC 810 because the governance of the joint venture is driven by a board jointly controlled by the joint venture partner and OPAL equally and there are substantive participating rights held by the joint venture partner in the significant activities of Paragon. Prior to May 30, 2023, the Company consolidated these two entities in accordance with the variable interest entity model guidance under ASC 810, Consolidation.

As of June 30, 2023, the Company accounted for its ownership interests in Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road"), Emerald RNG LLC (“Emerald”), Sapphire RNG LLC (“Sapphire”), Paragon RNG LLC ("Paragon") and GREP BTB Holdings LLC ("GREP") under the equity method.

As of 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, the fair value of deconsolidated VIEs 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 adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses ("ASC 326"), 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 - variable fee component recorded on our condensed consolidated balance sheet as of June 30, 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 - variable fee component on the condensed consolidated balance sheet as of June 30, 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.

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 and six months ended June 30, 2022 to reflect the adoption of ASC 842.

Accounting Pronouncements not yet adopted

In March 2023, the FASB issued Accounting Standards Update No. 2023-01, Leases (Topic 842) (the "Update"). 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 June 30, 2023 and December 31, 2022:


	June 30, 2023		December 31, 2022
Current assets:
Cash and cash equivalents	$	21,595	$	40,394
Restricted cash - current (1)	228		32,402
Long-term assets:
Restricted cash held as collateral (2)	5,303		4,425
Total cash, cash equivalents, and restricted cash	$	27,126	$	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 $16,955 and $64,976 as of June 30, 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 completed in July 2022 and pursuant to a sponsor letter agreement, ArcLight CTC Holdings II, L.P. (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 (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 and six months ended June 30, 2023, the Company recorded a gain of $327 and $4,638 in its condensed consolidated statement of operations. As of June 30, 2023 and December 31, 2022, the Company recorded $4,153 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 June 30, 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 D Units issued by OPAL Fuels to the prior investors. The Company

allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the 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 June 30, 2023, the maximum redemption value is $1,068,274.

Net income per share

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

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 $0 and $0 at June 30, 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 amounts 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 June 30, 2023 and December 31, 2022, the Company estimated the value of its total asset retirement obligations to be $6,461 and $6,256, respectively.

The changes in the asset retirement obligations were as follows as of June 30, 2023:


	June 30, 2023
Balance, December 31, 2022 - Current and non-current	$	6,256
Accretion expense	205
Total asset retirement obligation	6,461
Less: current portion	(1,296)
Total asset retirement obligation, net of current portion	$	5,165

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 environmental credits held for sale within the condensed consolidated balance sheet 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 June 30, 2023 and 2022, the Company earned net revenues after discount and fees of $11,852 and $16,792, respectively under this contract which was recorded as part of Revenues - RNG fuel and Fuel Station Services. For the six months ended June 30, 2023 and 2022, the Company earned net revenues after discount and fees of $18,060 and $29,688, respectively.

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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Renewable power sales	$	8,392	$	10,057	$	17,996	$	17,539
Third party construction	15,093		12,946		22,247		22,816
Service	4,000		4,038		8,904		8,430
Brown gas sales	7,821		6,452		15,351		10,968
Environmental credits	17,691		18,217		30,368		38,795
Parts sales	1,149		491		1,336		977
Operating agreements	—		308		—		893
Other	—		166		—		166
Total revenue from contracts with customers	54,146		52,675		96,202		100,584
Lease revenue	896		542		1,797		1,680
Total revenue	$	55,042	$	53,217	$	97,999	$	102,264

For the three months ended June 30, 2023 and 2022, 27.4% and 24.3%, respectively of revenue was recognized over time, and the remainder was for products and services transferred at a point in time. For the six months ended June 30, 2023 and 2022, 22.7% and 22.3%, respectively of revenue was recognized over time, and the remainder was for products and services transferred at a point in time.

Other income

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Loss on warrant exchange	$	—	$	—	$	(338)	$	—
Gain on deconsolidation of VIEs (1)	122,873		—		122,873		—
Gain on transfer of non-financial asset in exchange for services received (2)	236		—		506		—
Other income	$	123,109	$	—	$	123,041	$	—

(1) Represents non-cash gain on deconsolidation of Emerald and Sapphire on May 30, 2023.

(2) 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:


	June 30, 2023		December 31, 2022
Accounts receivable, net	$	26,821	$	31,083
Contract assets:
Cost and estimated earnings in excess of billings	$	9,449	$	7,027
Accounts receivable retainage, net	3,064		2,744
Contract assets total	$	12,513	$	9,771
Contract liabilities:
Billings in excess of costs and estimated earnings	$	6,220	$	8,013
Contract liabilities total	$	6,220	$	8,013

During the six months ended June 30, 2023, the Company recognized revenue of $8,013 that was included in "Contract liabilities" at December 31, 2022. During the six months ended June 30, 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 June 30, 2023, the Company had a backlog of $43,063 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 and six months ended June 30, 2023, three customers accounted for 47% and 46% of the revenue. For the three and six months ended June 30, 2022, two customers accounted for 48.4% and 45% of the revenue. At June 30, 2023, two customers accounted for 24% 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 June 30, 2023, two vendors accounted for 45% of the accounts payable. As of December 31, 2022, one vendor accounted for 19% of the accounts payable.

Summary of Significant Accounting Policies - Other Income (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Accounting Policies [Abstract]
Loss on warrant exchange	$ (338)	$ 0	$ 0	$ (338)	$ 0
Gain on deconsolidation of VIEs		122,873	0	122,873	0
Gain on transfer of non-financial asset in exchange for services rendered		236	0	506	0
Other income		$ 123,109	$ 0	$ 123,041	$ 0

Property, Plant, and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 3,372	$ 3,239	$ 6,677	$ 6,279

Leases - Narrative (Details) $ in Thousands		3 Months Ended		6 Months Ended		12 Months Ended
Leases - Narrative (Details) $ in Thousands	Feb. 02, 2025 USD ($)	Jun. 30, 2023 USD ($) agreement lease vehicle	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) facility agreement lease vehicle	Jun. 30, 2022 USD ($)	Feb. 01, 2025 USD ($)	Feb. 01, 2024 USD ($)	Feb. 01, 2023 USD ($)	Jan. 01, 2022 agreement
Operating Leased Assets [Line Items]
Total revenues		$ 55,042	$ 53,217	$ 97,999	$ 102,264
Number of vehicles \| vehicle		65		65
RNG Fuel
Operating Leased Assets [Line Items]
Number of facilities \| facility				2
Fuel Station Services
Operating Leased Assets [Line Items]
Total revenues		$ 29,956	26,730	$ 50,784	51,604
Renewable Power
Operating Leased Assets [Line Items]
Total revenues		$ 8,655	10,028	$ 18,590	19,152
Power purchase agreements
Operating Leased Assets [Line Items]
Number of agreements \| agreement		2		2					2
Power purchase agreements \| Renewable Power
Operating Leased Assets [Line Items]
Total revenues		$ 264	16	$ 595	630
Fuel Provider Agreements ("FPAs") \| Fuel Station Services
Operating Leased Assets [Line Items]
Total revenues		$ 632	$ 526	$ 1,202	$ 1,050
Site leases
Operating Leased Assets [Line Items]
Number of leases \| lease		3		3
Site leases \| Beacon
Operating Leased Assets [Line Items]
Term of lease		20 years		20 years
Rent expense				$ 11
Site leases \| MS Digester ("MS") And VS Digester ("VS")
Operating Leased Assets [Line Items]
Term of lease		20 years		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		36 months
Rent expense				$ 26				$ 27
Additional renewal term (in years)		24 months		24 months
Number of leases \| lease		1		1
Office leases \| Subsequent Event \| Forecast
Operating Leased Assets [Line Items]
Rent expense	$ 46					$ 45	$ 43

Derivative Financial Instruments and Fair Value Measurements

6 Months Ended

Jun. 30, 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.

On May 30, 2023, OPAL Intermediate Holdco 2, assigned to Paragon its rights and obligations under OPAL Term Loan II. Concurrently, the Company terminated the two interest rate swaps outstanding under this loan and received $812 as settlement from the swap counter party. Paragon entered into four interest rate swaps for a notional amount of $56,914 at a fixed interest rate of 3.52%. The Company terminated the swaption on the same date.

After the transaction, the Company recognized a gain of $812 in the condensed consolidated statement of operations for the three and six months ended June 30, 2023 as part of Change in fair value of derivative instruments. The Company received $136 as settlement from the swaption counter party and recognized $46 as loss on termination of the swaption as part of change in fair value of derivative instruments. Additionally, the Company recognized $109 as its share of the Accumulated other comprehensive income from Paragon and increased its basis in equity method investment on its condensed consolidated balance sheet as of June 30, 2023.

The following table summarizes the interest rate swaps in place as of June 30, 2023 and December 31, 2022:


Interest rate swap detail					Notional Amount
Trade date	Fixed rate		Start date	End date	June 30, 2023		December 31, 2022

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

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


	June 30, 2023		December 31, 2022		Location of Fair Value Recognized in Balance Sheet
Derivatives designated as economic hedges:
Current portion of swaption	$	—	$	182	Derivative financial assets, current portion
Derivatives designated as cash flow hedges:
Long term portion of the interest rate swaps	—		954		Derivative financial assets, non-current
	$	—	$	1,136

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


	Three Months Ended June 30,				Six Months Ended June 30,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2023		2022		2023		2022
Interest rate swaps	$	—	$	7	$	—	$	626
Swaption	20		—		(46)		—
Net periodic settlements	812		(571)		812		(954)
	$	832	$	(564)	$	766	$	(328)	Change in fair value of derivative instruments, net


	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Balance Sheet		Net Amounts of Assets in the Balance Sheet
Balance, June 30, 2023:
Interest rate swap asset	$	—	$	—	$	—
Swaption asset	—		—		—
	$	—	$	—	$	—
Balance, December 31, 2022:
Interest rate swap asset	$	954	$	—	$	954
Swaption asset	182		—		182
	$	1,136	$	—	$	1,136

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 June 30, 2023 and December 31, 2022. There were no new commodity swap contracts entered during the three months ended June 30, 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 and six months ended June 30, 2023 and 2022:


Derivatives not designated as hedging instruments	Location of (loss) gain recognized	Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Commodity swaps - realized (loss) gain	Revenues - Renewable power	$	509	$	(224)	$	880	$	(187)
Commodity swaps - unrealized gain (loss)	Revenues - Renewable power	(160)		(102)		762		(936)
Total realized and unrealized gain (loss)	Revenues - Renewable power	$	349	$	(326)	$	1,642	$	(1,123)

The following table summarizes the derivative assets and liabilities related to commodity swaps as of June 30, 2023 and December 31, 2022:


	Fair Value				Location of Fair value recognized in Balance Sheet
	June 30, 2023		December 31, 2022
Derivatives designated as economic hedges
Current portion of unrealized gain on commodity swaps	$	365	$	—	Derivative financial asset, current portion
Non-current portion of unrealized gain on commodity swaps	$	267	$	—	Derivative financial asset, non-current portion
Current portion of unrealized loss on commodity swaps	$	—	$	(130)	Derivative financial liability, current portion

Other derivative liabilities


Derivative liability	Three Months Ended June 30,				Six Months Ended June 30,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2023		2022		2023		2022

Put option to Meteora	$	—	$	—	$	(311)	$	—
Sponsor Earnout Awards	(172)		—		138		—
OPAL Earnout Awards	500		—		4,500		—
	$	328	$	—	$	4,327	$	—	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, which are considered Level 2 in the fair value hierarchy, of $84,158 and $88,312 as of June 30, 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 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 June 30, 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 June 30, 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 $7.46 as of June 30, 2023;

• Expected volatility —60% 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 — 4.30% 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 4.1 year term of the earnout period;

•Dividend yield - zero.

The fair value of the OPAL Earnout Awards as of June 30, 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 $7.46 as of June 30, 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 — 5.4% 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 2.0 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 June 30, 2023.


	Fair value as of June 30, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	6,461	$	6,461
Convertible Note Payable	—		29,091		—		29,091
Earnout liabilities	—		—		4,153		4,153
Assets:
Short term investments	16,955		—		—		16,955
Commodity swap contracts	—		632		—		632


	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

A summary of changes in the fair values of the Company’s Level 3 instruments, attributable to asset retirement obligations, for the six months ended June 30, 2023 is included in Note 2, Summary of Significant Accounting Policies.

Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Non-current borrowings total	$ 84,158	$ 88,312
Sunoma Loan
Debt Instrument [Line Items]
Long-term debt, gross	23,000	23,000
Less: unamortized debt issuance costs	(883)	(908)
Less: current portion	(1,169)	(380)
Non-current borrowings total	20,948	21,712
Convertible Note Payable
Debt Instrument [Line Items]
Long-term debt, gross	29,671	28,528
Less: current portion	(29,671)	(28,528)
Non-current borrowings total	0	0
Municipality Loan
Debt Instrument [Line Items]
Long-term debt, gross	0	76
Less: current portion	0	(76)
Non-current borrowings total	0	0
OPAL Term Loan \| OPAL Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	92,224	96,090
Less: unamortized debt issuance costs	(1,282)	(1,758)
Less: current portion	(27,732)	(27,732)
Non-current borrowings total	63,210	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 total	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 total	$ 0	$ 0

Net Income (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 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:


	Three Months Ended		Six Months Ended
	June 30, 2023		June 30, 2023
Net income attributable to Class A common stockholders	17,924		$	16,345

Weighted average number of shares of Class A common stock - basic	26,977,682		27,179,488
Dilutive effect of stock options, restricted stock units, performance units, Convertible note payable, earnout shares, Redeemable preferred non-controlling interests, Redeemable non-controlling interests	270,957		377,212
Weighted average number of shares of Class A common stock - diluted	27,248,639		27,556,700
Net loss per share of Class A common stock
Basic	$	0.66	$	0.60
Diluted	$	0.66	$	0.59

Related Parties - Narrative (Details) $ in Thousands			1 Months Ended	3 Months Ended		6 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 ($) shares	Jun. 30, 2023 USD ($) commodity_swap	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) commodity_swap	Jun. 30, 2022 USD ($)	Mar. 31, 2021	Dec. 31, 2022 USD ($) commodity_swap shares
Related Party Transaction [Line Items]
Paid-in-kind dividends issued and outstanding units				$ 2,174	$ 1,111	$ 4,282	$ 1,227
Stock subscribed (in shares) \| shares	1,000,000
Amount sold									$ 100,000
Stock issued (in shares) \| shares									1,000,000
Total revenues				55,042	53,217	97,999	102,264
Loss from equity method investments				$ 998	(621)	$ 293	36
Commodity swap contracts
Related Party Transaction [Line Items]
Number of derivative instruments held \| commodity_swap				3		3			3
Renewable Power
Related Party Transaction [Line Items]
Total revenues				$ 8,655	10,028	$ 18,590	19,152
Reynolds
Related Party Transaction [Line Items]
Percentage of ownership interest acquired			100.00%
Cash payments			$ 12,020
Related Party
Related Party Transaction [Line Items]
Accounts payable				3,707		3,707			$ 1,346
Related Party \| Renewable Power
Related Party Transaction [Line Items]
Total revenues				1,747	1,243	3,274	2,269
Related Party \| Hillman
Related Party Transaction [Line Items]
Common units, shares issued (in shares) \| shares	14
Total consideration from related parties	$ 30,000
Related Party \| Reynolds \| GREP
Related Party Transaction [Line Items]
Cash consideration			$ 1,570
Related Party \| Pine Bend, Sunoma And Noble Road \| Environmental Processing Fees
Related Party Transaction [Line Items]
Total revenues				$ 555	242	$ 1,141	242
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%		20.00%
Loss from equity method investments				$ 566	460	$ 436	556
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%
RNG Fuel \| Hillman \| Related Party
Related Party Transaction [Line Items]
Number of noncontrolling interests in renewable natural gas project subsidiaries \| subsidiary	4
Natural Gas, Renewable And Fuel Station Services \| NextEra
Related Party Transaction [Line Items]
Total revenues				11,852	16,792	18,060	29,688
Series A-1 preferred units \| Related Party \| Hillman
Related Party Transaction [Line Items]
Preferred units, shares issued (in shares) \| shares	300,000
Paid-in-kind dividends issued and outstanding units				$ 675	$ 607	$ 1,330	$ 1,207
Class B common stock \| Related Party \| Reynolds \| GREP
Related Party Transaction [Line Items]
Equity investment held (in shares) \| shares			1,570

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Letters of Credit As of June 30, 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. On May 30, 2023, OPAL Intermediate Holdco 2 assigned to Paragon its rights and obligations under OPAL Term Loan II. Additionally, the Company signed an equity commitment letter up to a maximum of $2,100, to Paragon relating to its share of equity contribution towards any cost over runs in connection with the construction and completion of Emerald project. 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 (Tables)

6 Months Ended

Jun. 30, 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	—	1,105		—	3,556		4,661
Paid-in kind dividends attributable to Class A common stockholders	—	225		—	726		951
Balance, June 30, 2023	300,000	$	34,066	1,000,000	$	109,688	$	143,754

Property, Plant, and Equipment, Net

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment, Net

Property, plant, and equipment, net, consisted of the following as of June 30, 2023 and December 31, 2022:


	June 30, 2023		December 31, 2022
Plant and equipment	$	204,215	$	201,655
CNG/RNG fueling stations	44,057		34,567
Construction in progress (1)	134,719		152,105
Buildings	2,585		2,585
Land	1,303		1,303
Service equipment	2,132		1,888
Leasehold improvements	815		815
Vehicles	255		313
Office furniture and equipment	307		307
Computer software	277		277
Vehicles - finance leases	1,287		1,236
Other	524		487
	392,476		397,538
Less: accumulated depreciation	(104,049)		(100,215)
Property, plant, and equipment, net	$	288,427	$	297,323

(1) Includes $4,101 and $3,081 of capitalized interest on our OPAL Term Loan facility as of June 30, 2023 and December 31, 2022.

As of June 30, 2023, the construction in progress balance consists of our investment in the construction of RNG generation facilities including, but not limited to Prince William, Central Valley RNG projects and RNG dispensing facilities. The majority of these facilities, for which costs are in construction in progress as of June 30, 2023, are expected to be operational during the fourth quarter of 2023 and early 2024. As of December 31, 2022, the construction in progress balance consists of our investment in the construction of RNG generation facilities such as Emerald, Sapphire, Prince William, Central Valley and other RNG dispensing facilities. The decrease in the balance represents deconsolidation of Emerald and Sapphire during the second quarter of 2023.

Depreciation expense on property, plant, and equipment for the three months ended June 30, 2023 and 2022 was $3,372 and $3,239, respectively. The depreciation expense for the six months ended June 30, 2023 and June 30, 2022 was $6,677 and $6,279, respectively.

Stock-based compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Equity Awards

A summary of the equity awards under the 2022 Plan for the six months ended June 30, 2023 is as follows:


	Number of Units outstanding	Weighted Average Grant Date Fair Value		Aggregate Fair Value (in thousands)

Restricted Stock Units:
Unvested awards as of December 31, 2022	422,349	$	7.94
Granted	1,038,347	6.98
Forfeitures	(41,664)	7.49
Restricted Stock Units outstanding as of June 30, 2023	1,419,032	$	7.25	$	10,284
Stock Options:
Unvested awards as of December 31, 2022	—	—
Granted	196,961	$	5.26
Stock Options outstanding as of June 30, 2023	196,961	$	5.26	$	1,036
Performance Stock Units:
Unvested awards as of December 31, 2022	—
Granted	274,617	$	6.97
Forfeitures	(4,089)	$	6.97
Performance Stock Units outstanding as of June 30, 2023	270,528	$	6.97	$	1,886

Total unvested awards outstanding as of June 30, 2023	1,886,521	$	7.00	$	13,206

Stock-based Compensation Expense

Stock-based compensation expense for all stock awards included in Selling, general and administrative expenses:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Stock-based compensation expense	$	1,877	$	160	$	2,848	$	320
	$	1,877	$	160	$	2,848	$	320

Goodwill (Tables)

6 Months Ended

Jun. 30, 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 June 30, 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/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical)	May 30, 2023 deconsolidated_entity
Number of deconsolidated entities	2
RNG Fuel
Number of deconsolidated entities	2

Related Parties

6 Months Ended

Jun. 30, 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 $675 and $1,330 for the three and six months ended June 30, 2023, respectively. The Company recorded paid-in-kind preferred dividend of $607 and $1,207 for the three and six months ended June 30, 2022,

respectively. 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 $2,174 and $4,282 for the three and six months ended June 30, 2023, respectively. The Company recorded paid-in-kind preferred dividend of $1,111 and $1,227 for the three and six months ended June 30, 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 and six months ended June 30, 2023, the Company earned net revenues after discount and fees of $11,852 and $18,060, respectively, under this contract which was recorded as part of Revenues - RNG fuel and Fuel Station Services. For the three and six months ended June 30, 2022, the Company earned net revenues after discount and fees of $16,792 and $29,688, 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 June 30, 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 $1,747 and $1,243 as revenues earned under the commodity swap contracts for the three months ended June 30, 2023 and 2022. The Company recorded $3,274 and $2,269 as revenues earned under the commodity swap contracts for the six months ended June 30, 2023 and 2022.

Purchase of investments from Related Parties

In August 2021, the Company acquired 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 $566 and $460 as its share of net loss for the three months ended June 30, 2023 and 2022. The Company recorded a net loss of $436 and $556 as its share of net loss for the six months ended June 30, 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 and LCFS credits 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 these contracts each 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 facilities came online in the first and third quarter of 2022. Sunoma came online in the fourth quarter of 2021. For the three months ended June 30, 2023 and 2022, the Company earned environmental processing fees of $555 and $242 net of intersegment elimination, under this agreement

which are included in Fuel Station Services revenues in the condensed consolidated statements of operations. For the six months ended June 30, 2023 and 2022, the Company earned environmental processing fees of $1,141 and $242 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 and six months ended June 30, 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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Staffing and management services	$	412	$	632	$	987	$	1,105
Rent - fixed compensation	164		91		329		274
IT services	731		546		1,457		1,085
Total	$	1,307	$	1,269	$	2,773	$	2,464

As of June 30, 2023 and December 31, 2022, the Company had Accounts payable, related party in the amounts of $3,707 and $1,346, respectively.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Intangible Assets, Net (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets with Definite Lives

Intangible assets, net, consisted of the following at June 30, 2023 and December 31, 2022:

June 30, 2023


	Cost		Accumulated Amortization		Intangible Assets, Net		Weighted Average Amortization Period (Years)
Power purchase agreements	$	8,999	$	(7,762)	$	1,237	18.1
Transmission/distribution interconnection	1,600		(995)		605		15.1
Intellectual property	43		(31)		12		5.0
Total intangible assets	$	10,642	$	(8,788)	$	1,854


	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 June 30, 2023, estimated future amortization expense for intangible assets is as follows:


Six months ended December 31, 2023	$	235
Fiscal year:
2024	267
2025	267
2026	239
2027	238
Thereafter	608
	$	1,854

Borrowings - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Convertible note payable mark-to-market			$ 1,143	$ 2,110
Commitment fees and other finance fees	$ 184	$ 103	312	204
Amortization of deferred financing cost	345	460	795	898
Interest expense on finance leases	21	7	37	13
Interest income	(624)	(445)	(1,885)	(899)
Total interest expense	956	3,365	1,597	6,422
Senior Secured Credit Facility
Debt Instrument [Line Items]
Interest expense	0	862	282	1,442
Convertible Note Payable mark-to-market
Debt Instrument [Line Items]
Convertible note payable mark-to-market	580	1,090	1,143	2,110
Sunoma Loan
Debt Instrument [Line Items]
Interest expense	450	401	894	911
OPAL Term Loan
Debt Instrument [Line Items]
Interest expense	$ 0	$ 887	$ 19	$ 1,743

Net Income (Loss) Per Share - Narrative (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023
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
Class B common stock
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

Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

LeasesThe 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.

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.

Included in Fuel Station Service revenues are $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively. It includes $526 and $1,050 related to the lease portion of the FPAs for the three and six months ended June 30, 2022, respectively.

Included in Renewable Power revenues are $264 and $595 related to the lease element of the PPAs for the three and six months ended June 30, 2023, respectively. Includes $16 and $630 related to the lease element of the PPAs for the three and six ended June 30, 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").

– the lease at Beacon facility is for 20 years at a monthly rent of $11.

– 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.

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 for 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 three site leases and the one office lease are 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 the 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 and six months ended June 30, 2023 and 2022. The lease expense for the office lease is recorded as part of Selling, general and administrative expenses in its condensed consolidated statement of operations for the three and months ended June 30, 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 and six months ended June 30, 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 June 30, 2023 and December 31, 2022 are as follows:


Description	Location in Balance Sheet	June 30, 2023		December 31, 2022
Assets:
Operating leases (1):
Site leases	Right-of-use assets	$	10,251	$	10,338
Office lease	Right-of-use assets	1,190		1,406
		11,441		11,744
Finance leases (1):
Vehicle leases	Property, plant and equipment, net	1,287		1,236
		12,728		12,980
Liabilities (1):
Sites leases	Lease liabilities - current portion	192		181
Office lease	Lease liabilities - current portion	489		449
Vehicle leases	Accrued expenses and other current liabilities	455		449
		1,136		1,079

Sites leases	Lease liabilities - non-current portion	10,065		10,135
Office lease	Lease liabilities - non-current portion	859		1,110
Vehicle leases	Other long-term liabilities	856		825
		$	11,780	$	12,070

The table below presents components of the Company's lease expense for the three and six months ended June 30, 2023 and 2022:


Description	Location in Statement of Operations	Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Operating lease expense for site leases	Cost of sales - RNG Fuel	$	263	$	261	$	526	$	524
Operating lease expense for office lease	Selling, general, administrative expenses	121		121		242		242
Amortization of right-of-use assets - finance leases	Depreciation, amortization and accretion expense	141		81		281		164
Interest expense on lease liabilities - finance leases	Interest and financing expense, net	21		7		37		13
		$	546	$	470	$	1,086	$	943

The Company does not have material short term lease expense for the three and six months ended June 30, 2023 and 2022.

The Company did not enter into any operating leases greater than 12 months for the three months ended June 30, 2023.


Weighted average remaining lease term (years)	June 30, 2023
Operating leases	18.4 years
Financing leases	2.9 years
Weighted average discount rate
Operating leases	7.95	%
Financing leases	6.17	%

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of June 30, 2023:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	522		$	261		$	519		$	1,302
2024	1,044			540			514			2,098
2025	1,044			562			408			2,014
2026	1,044			47			252			1,343
2027 and beyond	17,913			—			23			17,936
	21,567			1,410			1,716			24,693

Present value of lease liability	10,257			1,348			1,311			12,916

Lease liabilities - current portion	192			489			455			1,136
Lease liabilities - non-current portion	10,065			859			856			11,780
Total lease liabilities	$	10,257		$	1,348		$	1,311		$	12,916

Discount based on incremental borrowing rate	$	11,310		$	62		$	405		$	11,777

Leases

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

Lessor contracts

Fuel Provider agreements

Power Purchase agreements

Lessee contracts

Ground/Site leases

– the lease at Beacon facility is for 20 years at a monthly rent of $11.

– 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.

Office lease

The Company determined that the three site leases and the one office lease are operating leases.

Vehicle leases

Lease Disclosures Under ASC 842

Right-of-use assets and Lease liabilities as of June 30, 2023 and December 31, 2022 are as follows:


Description	Location in Balance Sheet	June 30, 2023		December 31, 2022
Assets:
Operating leases (1):
Site leases	Right-of-use assets	$	10,251	$	10,338
Office lease	Right-of-use assets	1,190		1,406
		11,441		11,744
Finance leases (1):
Vehicle leases	Property, plant and equipment, net	1,287		1,236
		12,728		12,980
Liabilities (1):
Sites leases	Lease liabilities - current portion	192		181
Office lease	Lease liabilities - current portion	489		449
Vehicle leases	Accrued expenses and other current liabilities	455		449
		1,136		1,079

Sites leases	Lease liabilities - non-current portion	10,065		10,135
Office lease	Lease liabilities - non-current portion	859		1,110
Vehicle leases	Other long-term liabilities	856		825
		$	11,780	$	12,070

The table below presents components of the Company's lease expense for the three and six months ended June 30, 2023 and 2022:


Description	Location in Statement of Operations	Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Operating lease expense for site leases	Cost of sales - RNG Fuel	$	263	$	261	$	526	$	524
Operating lease expense for office lease	Selling, general, administrative expenses	121		121		242		242
Amortization of right-of-use assets - finance leases	Depreciation, amortization and accretion expense	141		81		281		164
Interest expense on lease liabilities - finance leases	Interest and financing expense, net	21		7		37		13
		$	546	$	470	$	1,086	$	943

The Company does not have material short term lease expense for the three and six months ended June 30, 2023 and 2022.

The Company did not enter into any operating leases greater than 12 months for the three months ended June 30, 2023.


Weighted average remaining lease term (years)	June 30, 2023
Operating leases	18.4 years
Financing leases	2.9 years
Weighted average discount rate
Operating leases	7.95	%
Financing leases	6.17	%

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of June 30, 2023:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	522		$	261		$	519		$	1,302
2024	1,044			540			514			2,098
2025	1,044			562			408			2,014
2026	1,044			47			252			1,343
2027 and beyond	17,913			—			23			17,936
	21,567			1,410			1,716			24,693

Present value of lease liability	10,257			1,348			1,311			12,916

Lease liabilities - current portion	192			489			455			1,136
Lease liabilities - non-current portion	10,065			859			856			11,780
Total lease liabilities	$	10,257		$	1,348		$	1,311		$	12,916

Discount based on incremental borrowing rate	$	11,310		$	62		$	405		$	11,777

Leases

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

Lessor contracts

Fuel Provider agreements

Power Purchase agreements

Lessee contracts

Ground/Site leases

– the lease at Beacon facility is for 20 years at a monthly rent of $11.

– 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.

Office lease

The Company determined that the three site leases and the one office lease are operating leases.

Vehicle leases

Lease Disclosures Under ASC 842

Right-of-use assets and Lease liabilities as of June 30, 2023 and December 31, 2022 are as follows:


Description	Location in Balance Sheet	June 30, 2023		December 31, 2022
Assets:
Operating leases (1):
Site leases	Right-of-use assets	$	10,251	$	10,338
Office lease	Right-of-use assets	1,190		1,406
		11,441		11,744
Finance leases (1):
Vehicle leases	Property, plant and equipment, net	1,287		1,236
		12,728		12,980
Liabilities (1):
Sites leases	Lease liabilities - current portion	192		181
Office lease	Lease liabilities - current portion	489		449
Vehicle leases	Accrued expenses and other current liabilities	455		449
		1,136		1,079

Sites leases	Lease liabilities - non-current portion	10,065		10,135
Office lease	Lease liabilities - non-current portion	859		1,110
Vehicle leases	Other long-term liabilities	856		825
		$	11,780	$	12,070

The table below presents components of the Company's lease expense for the three and six months ended June 30, 2023 and 2022:


Description	Location in Statement of Operations	Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Operating lease expense for site leases	Cost of sales - RNG Fuel	$	263	$	261	$	526	$	524
Operating lease expense for office lease	Selling, general, administrative expenses	121		121		242		242
Amortization of right-of-use assets - finance leases	Depreciation, amortization and accretion expense	141		81		281		164
Interest expense on lease liabilities - finance leases	Interest and financing expense, net	21		7		37		13
		$	546	$	470	$	1,086	$	943

The Company does not have material short term lease expense for the three and six months ended June 30, 2023 and 2022.

The Company did not enter into any operating leases greater than 12 months for the three months ended June 30, 2023.


Weighted average remaining lease term (years)	June 30, 2023
Operating leases	18.4 years
Financing leases	2.9 years
Weighted average discount rate
Operating leases	7.95	%
Financing leases	6.17	%

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of June 30, 2023:


	Site leases			Office leases			Vehicle leases			Total

Discount rate upon adoption	5.4		%	2.3		%	7.6		%

2023	$	522		$	261		$	519		$	1,302
2024	1,044			540			514			2,098
2025	1,044			562			408			2,014
2026	1,044			47			252			1,343
2027 and beyond	17,913			—			23			17,936
	21,567			1,410			1,716			24,693

Present value of lease liability	10,257			1,348			1,311			12,916

Lease liabilities - current portion	192			489			455			1,136
Lease liabilities - non-current portion	10,065			859			856			11,780
Total lease liabilities	$	10,257		$	1,348		$	1,311		$	12,916

Discount based on incremental borrowing rate	$	11,310		$	62		$	405		$	11,777

Net Income (Loss) Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

Net Income (Loss) Per ShareThe basic income per share of Class A common stock is computed by dividing the net income (loss) attributable to Class A common stockholders by the weighted average number of Class A common stock outstanding during the period.

The basic income per share for the three and six months ended June 30, 2023 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 and six months ended June 30, 2022.

The diluted income per share of Class A common stock for the three and six months ended June 30, 2023 does not include Redeemable preferred non-controlling interests and the Convertible Note Payable because the substantive contingency for conversion has not been met as of June 30, 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 June 30, 2023. The outstanding stock options issued under the 2022 Plan are not included as their impact is dilutive. The outstanding performance units under the 2022 Plan are not included as the performance conditions have not been met as of June 30, 2023.

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:


	Three Months Ended		Six Months Ended
	June 30, 2023		June 30, 2023
Net income attributable to Class A common stockholders	17,924		$	16,345

Weighted average number of shares of Class A common stock - basic	26,977,682		27,179,488
Dilutive effect of stock options, restricted stock units, performance units, Convertible note payable, earnout shares, Redeemable preferred non-controlling interests, Redeemable non-controlling interests	270,957		377,212
Weighted average number of shares of Class A common stock - diluted	27,248,639		27,556,700
Net loss per share of Class A common stock
Basic	$	0.66	$	0.60
Diluted	$	0.66	$	0.59

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Total revenues	$ 55,042	$ 53,217	$ 97,999	$ 102,264
RNG Fuel
Total revenues	16,431	16,459	28,625	31,508
RNG Fuel \| Related Party
Total revenues	9,412	12,765	14,127	20,845
Fuel Station Services
Total revenues	29,956	26,730	50,784	51,604
Fuel Station Services \| Related Party
Total revenues	2,440	4,027	3,933	8,843
Renewable Power
Total revenues	8,655	10,028	18,590	19,152
Renewable Power \| Related Party
Total revenues	$ 1,747	$ 1,243	$ 3,274	$ 2,269

- Definition

+ References

+ Details

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			6 Months Ended		11 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	Jun. 30, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) dividend_payment $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / 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	$ 0		$ 0	$ 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 \| dividend_payment									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						$ 7.40			$ 7.40		$ 7.40
Meteora \| Forward Purchase Agreement
Preferred Units [Line Items]
Contingent consideration, price (in dollars per share) \| $ / shares		$ 10.02			$ 10.02		$ 10.02
Fair value of shares acquired \| $	$ 11,614								$ 11,614
Offset to derivative liabilities \| $						$ 4,777			$ 4,777		$ 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 D common stock \| Opal Fuels
Preferred Units [Line Items]
Stock issued (in shares)		144,399,037
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				1,635,783
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				$ 1,068,274

Derivative Financial Instruments and Fair Value Measurements - Narrative (Details) $ in Thousands		1 Months Ended	3 Months Ended		6 Months Ended
	May 30, 2023 USD ($) interest_rate_swap	Dec. 31, 2018 MWh	Jun. 30, 2023 USD ($) $ / shares yr commodity_swap	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares yr commodity_swap	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) commodity_swap	Aug. 31, 2022 USD ($) interest_rate_swap	Aug. 16, 2022 USD ($)	Nov. 30, 2019 uSD_per_Megawatt-Hour
Derivative [Line Items]
Gain on settlement			$ 1,160	$ 92	$ 5,093	$ 328
Proceeds from settlement from counterparty					136
Loss on termination					46
Effective portion of the the cash flow hedge attributable to equity method investments			109	$ 0	109	$ 0
Long-term debt, excluding current portion			$ 84,158		$ 84,158		$ 88,312
Sponsor Earnout Awards
Derivative [Line Items]
Warrants expiration period			4 years		4 years
OPAL Earnout Awards
Derivative [Line Items]
Warrants expiration period			2 years		2 years
Level 2
Derivative [Line Items]
Long-term debt, excluding current portion			$ 84,158		$ 84,158		88,312
Share price \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input \| $ / shares			7.46		7.46
Share price \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input \| $ / shares			7.46		7.46
Expected volatility \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input			0.60		0.60
Expected volatility \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input			0.55		0.55
Risk free interest rate \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input			0.0430		0.0430
Risk free interest rate \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input			0.054		0.054
Expected term \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input \| yr			4.1		4.1
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		0
Dividend yield \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input			0		0
Weighted average cost of capital \| OPAL Earnout Awards
Derivative [Line Items]
Warrants, measurement input			0.16		0.16
Minimum \| Discount rate \| Level 3
Derivative [Line Items]
Asset retirement obligation, measurement input			0.0575		0.0575
Maximum \| Discount rate \| Level 3
Derivative [Line Items]
Asset retirement obligation, measurement input			0.085		0.085
Interest Rate Swap
Derivative [Line Items]
Number of derivative instruments held \| interest_rate_swap	2							2
Notional Amount			$ 0		$ 0		$ 61,926	$ 61,926
Fixed rate								2.47%
Gain on settlement	$ 812
Interest Rate Swap \| Paragon
Derivative [Line Items]
Number of derivative instruments held \| interest_rate_swap	4
Notional Amount	$ 56,914
Fixed rate	3.52%
Gain on settlement			$ 812		$ 812
Interest Rate Swap \| Cash Flow Hedging
Derivative [Line Items]
Number of derivative instruments held \| interest_rate_swap								2
Interest rate swaption
Derivative [Line Items]
Notional Amount									$ 13,074
Fixed rate									2.32%
Commodity swap contracts
Derivative [Line Items]
Number of derivative instruments held \| commodity_swap			3		3		3
Minimum output (in MWh per year) \| MWh		34,554
Commodity swap contracts \| Minimum
Derivative [Line Items]
Average Contract Price (per MWh) \| uSD_per_Megawatt-Hour										35.75
Commodity swap contracts \| Maximum
Derivative [Line Items]
Average Contract Price (per MWh) \| uSD_per_Megawatt-Hour										51.25

Stock-based compensation

6 Months Ended

Jun. 30, 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.

A summary of the equity awards under the 2022 Plan for the six months ended June 30, 2023 is as follows:


	Number of Units outstanding	Weighted Average Grant Date Fair Value		Aggregate Fair Value (in thousands)

Restricted Stock Units:
Unvested awards as of December 31, 2022	422,349	$	7.94
Granted	1,038,347	6.98
Forfeitures	(41,664)	7.49
Restricted Stock Units outstanding as of June 30, 2023	1,419,032	$	7.25	$	10,284
Stock Options:
Unvested awards as of December 31, 2022	—	—
Granted	196,961	$	5.26
Stock Options outstanding as of June 30, 2023	196,961	$	5.26	$	1,036
Performance Stock Units:
Unvested awards as of December 31, 2022	—
Granted	274,617	$	6.97
Forfeitures	(4,089)	$	6.97
Performance Stock Units outstanding as of June 30, 2023	270,528	$	6.97	$	1,886

Total unvested awards outstanding as of June 30, 2023	1,886,521	$	7.00	$	13,206

Stock-based compensation expense for all stock awards included in Selling, general and administrative expenses:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Stock-based compensation expense	$	1,877	$	160	$	2,848	$	320
	$	1,877	$	160	$	2,848	$	320

Stock-based compensation expense related to unvested awards yet to be recognized as of June 30, 2023 totaled $9,726 and is expected to be recognized, on a weighted average basis, over 2.3 years.

Derivative Financial Instruments and Fair Value Measurements - Fair Value of Derivative Instruments on Balance Sheet and Effect of Netting Arrangements (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Derivative [Line Items]
Gross Amounts of Recognized Assets	$ 0	$ 1,136
Gross Amounts Offset in the Balance Sheet	0	0
Net Amounts of Assets in the Balance Sheet	0	1,136
Derivative financial assets, current portion	365	182
Derivative financial assets, non-current portion	267	954
Derivative financial liability, current portion	0	(4,596)
Interest rate swap asset
Derivative [Line Items]
Gross Amounts of Recognized Assets	0	954
Gross Amounts Offset in the Balance Sheet	0	0
Net Amounts of Assets in the Balance Sheet	0	954
Swaption asset
Derivative [Line Items]
Gross Amounts of Recognized Assets	0	182
Gross Amounts Offset in the Balance Sheet	0	0
Net Amounts of Assets in the Balance Sheet	0	182
Commodity swap contracts \| Derivatives designated as economic hedges:
Derivative [Line Items]
Derivative financial assets, current portion	365	0
Derivative financial assets, non-current portion	267	0
Derivative financial liability, current portion	$ 0	$ (130)

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2023	Aug. 11, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 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	Q2
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

Reportable Segments and Geographic Information - Schedule of Total Revenues by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues:
Revenues:	$ (55,042)	$ (53,217)	$ (97,999)	$ (102,264)
Equity Method Investment(s)
Revenues:
Revenues:	(6,925)	(4,793)	(14,464)	(5,089)
Other
Revenues:
Revenues:	0	(91)	0	(127)
Intersegment
Revenues:
Revenues:	4,199	2,424	7,946	5,022
Renewable Power
Revenues:
Revenues:	(8,655)	(10,028)	(18,590)	(19,152)
Renewable Power \| Operating Segments
Revenues:
Revenues:	(8,672)	(10,451)	(18,590)	(20,088)
RNG Fuel
Revenues:
Revenues:	(16,431)	(16,459)	(28,625)	(31,508)
RNG Fuel \| Operating Segments
Revenues:
Revenues:	(23,356)	(22,070)	(43,089)	(40,168)
Fuel Station Services
Revenues:
Revenues:	(29,956)	(26,730)	(50,784)	(51,604)
Fuel Station Services \| Operating Segments
Revenues:
Revenues:	$ (34,138)	$ (27,822)	$ (58,730)	$ (51,992)

- Definition

+ References

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands	Jun. 30, 2023 USD ($) $ / shares shares
Cash and cash equivalents	$ 21,595
Accounts receivable, net	26,821
Restricted cash - current	228
Environmental credits held for sale	4,184
Prepaid expenses and other current assets	4,485
Property, plant and equipment, net	288,427
Restricted cash, non-current	5,303
Accrued capital expenses	8,864
Accrued expenses and other current liabilities	12,698
Sunoma Loan- current portion	1,169
Sunoma Loan, net of debt issuance costs	$ 20,948
Class A common stock, in treasury, at cost (in shares) \| shares	1,635,783
Nonrelated Party
Accounts payable	$ 13,494
Related Party
Accounts payable	3,707
Primary Beneficiary
Cash and cash equivalents	906
Accounts receivable, net	846
Restricted cash - current	228
Environmental credits held for sale	29
Prepaid expenses and other current assets	186
Property, plant and equipment, net	27,043
Restricted cash, non-current	2,790
Accrued capital expenses	0
Accrued expenses and other current liabilities	272
Sunoma Loan- current portion	1,169
Sunoma Loan, net of debt issuance costs	20,948
Primary Beneficiary \| Nonrelated Party
Accounts payable	384
Primary Beneficiary \| Related Party
Accounts payable	$ 1,108
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
Class B 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	0
Common stock, shares outstanding (in shares) \| shares	0
Class C 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	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

Stock-based compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Stock-based compensation expense	$ 1,877	$ 160	$ 2,848	$ 320

Investments in Other Entities (Tables)

6 Months Ended

Jun. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

Summary of Equity Method Investments

The following table shows the change in Investment in Other Entities:


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

Balance at December 31, 2022	$	22,518		$	—		$	25,165		$	4,082		$	51,765
Deconsolidation of Emerald and Sapphire	—			34,662			—			—			34,662
Deconsolidation of deferred financing costs and capitalized interest	—			1,383			—			—			1,383
Net income from equity method investment (1)	318			(197)			1,080			(436)			765
Reclassification of adjustments into earnings	—			—			—			(334)			(334)
Distributions from return of investment in equity method investment	(1,000)			(3,585)			(2,650)			(521)			(7,756)
Accumulated other comprehensive income	—			109			—			—			109
Gain on deconsolidation of Emerald and Sapphire (2)	—			122,873			—			—			122,873
Amortization of basis difference (1)	(171)			—			(887)			—			(1,058)
Balance at June 30, 2023	$	21,665		$	155,245		$	22,708		$	2,791		$	202,409

(1) Reflected in Income from equity method investments in the condensed consolidated statement of operations for the three and six months ended June 30, 2023 and 2022.

(2) Recorded as part of Other income in our condensed consolidated statement of operations for the three and six months ended June 30, 2023.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue	$	6,925	$	4,793	$	14,464	$	5,089
Gross profit	8,225		2,603		9,876		1,612
Net loss	(2,686)		(564)		(2,899)		(1,741)

Net (loss) income from equity method investments	$	(998)	$	621	$	(293)	$	(36)

Derivative Financial Instruments and Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Liabilities:
Asset retirement obligation	$ 6,461	$ 6,256
Fair Value, Recurring
Liabilities:
Asset retirement obligation	6,461	6,256
Convertible Note Payable	29,091	28,528
Earnout liabilities	4,153	8,790
Assets:
Short term investments	16,955	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	632	954
Fair Value, Recurring \| Swaption asset
Assets:
Derivative assets		182
Fair Value, Recurring \| Level 1
Liabilities:
Asset retirement obligation	0	0
Convertible Note Payable	0	0
Earnout liabilities	0	0
Assets:
Short term investments	16,955	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
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	632	954
Fair Value, Recurring \| Level 2 \| Swaption asset
Assets:
Derivative assets		182
Fair Value, Recurring \| Level 3
Liabilities:
Asset retirement obligation	6,461	6,256
Convertible Note Payable	0
Earnout liabilities	4,153	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

Stock-based compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			6 Months Ended	12 Months Ended
	Mar. 31, 2023	Jul. 21, 2022	Jun. 30, 2023	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		196,961
Fair value (in dollars per share)	$ 5.26		$ 5.26	$ 0
Closing share price (in dollars per share)	6.97
Exercise price (in dollars per share)	$ 6.97
Fair value	$ 6,955
Stock-based compensation expense related to unvested awards yet to be recognized			$ 9,726
Unrecognized stock-based compensation expense, weighted average period (in years)			2 years 3 months 18 days
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted (in shares)	888,831		1,038,347
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		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

Summary of Significant Accounting Policies - Changes in the Asset Retirement Obligation (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Asset retirement obligation, beginning balance	$ 6,256
Accretion expense	205	$ 155
Asset retirement obligation, ending balance	6,461
Less: current portion	(1,296)		$ (1,296)
Total asset retirement obligation, net of current portion	$ 5,165		$ 4,960

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

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

May 30, 2023

Aug. 31, 2021

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

Beginning balance

$ 51,765

Deconsolidation

^[1]

$ 36,045

Net income from equity method investment

765

Reclassification of adjustments into earnings

(334)

Distributions from return of investment in equity method investment

(7,756)

Accumulated other comprehensive income

109

Gain on deconsolidation of Emerald and Sapphire

122,873

$ 0

122,873

$ 0

Amortization of basis difference

(1,058)

Ending balance

$ 202,409

202,409

Emerald And Sapphire

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

Deconsolidation

34,662

Deferred Financing Costs And Capitalized Interest

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

Deconsolidation

$ 1,383

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

318

Reclassification of adjustments into earnings

Distributions from return of investment in equity method investment

(1,000)

Accumulated other comprehensive income

Gain on deconsolidation of Emerald and Sapphire

Amortization of basis difference

(171)

Ending balance

$ 21,665

21,665

Pine Bend | Emerald And Sapphire

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

Deconsolidation

Pine Bend | Deferred Financing Costs And Capitalized Interest

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

Deconsolidation

$ 0

Paragon

Schedule of Equity Method Investments [Line Items]

Percentage of ownership

50.00%

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

Beginning balance

$ 0

Net income from equity method investment

(197)

Reclassification of adjustments into earnings

Distributions from return of investment in equity method investment

(3,585)

Accumulated other comprehensive income

109

Gain on deconsolidation of Emerald and Sapphire

122,873

Amortization of basis difference

Ending balance

$ 155,245

155,245

Paragon | Emerald And Sapphire

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

Deconsolidation

34,662

Paragon | Deferred Financing Costs And Capitalized Interest

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

Deconsolidation

$ 1,383

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

1,080

Reclassification of adjustments into earnings

Distributions from return of investment in equity method investment

(2,650)

Accumulated other comprehensive income

Gain on deconsolidation of Emerald and Sapphire

Amortization of basis difference

(887)

Ending balance

$ 22,708

22,708

Noble Road | Emerald And Sapphire

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

Deconsolidation

Noble Road | Deferred Financing Costs And Capitalized Interest

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

Deconsolidation

$ 0

GREP

Schedule of Equity Method Investments [Line Items]

Percentage of ownership

20.00%

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

Beginning balance

$ 4,082

Net income from equity method investment

(436)

Reclassification of adjustments into earnings

(334)

Distributions from return of investment in equity method investment

(521)

Accumulated other comprehensive income

Gain on deconsolidation of Emerald and Sapphire

Amortization of basis difference

Ending balance

$ 2,791

2,791

GREP | Emerald And Sapphire

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

Deconsolidation

GREP | Deferred Financing Costs And Capitalized Interest

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

Deconsolidation

$ 0

[1]	As of May 30, 2023, two of our RNG facilities, Emerald and Sapphire (defined below) were deconsolidated and accounted for under equity method as per ASC 323. Please see Note 4 Investment in Other entities and Note 12 Variable Interest Entities for additional information.

Goodwill

6 Months Ended

Jun. 30, 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 June 30, 2023	$	51,155	$	3,453	$	54,608