UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2024
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______________ to ____________
Commission File Number: 001-40272
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) | (Zip Code) | |||||||
(914 ) 705-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 9, 2024, a total of 28,422,786 shares of Class A common stock, par value $0.0001 per share, 71,500,000 shares of Class B common stock, par value of $0.0001 per share and 72,899,037 shares of Class D common stock, par value $0.0001 per share were outstanding.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “future,” “goal,” “intends,” “may,” “objective,” “outlook,” “plans,” “projected,” “propose,” “seeks,” “target,” “will,” “would” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:
▪our ability to grow and manage growth profitably, and maintain relationships with customers and suppliers;
▪our success in retaining or recruiting, our principal officers, key employees or directors;
▪intense competition and competitive pressures from other companies in the industry in which we operate;
▪increased costs of, or delays in obtaining, key components or labor for the construction and completion of landfill gas ("LFG") and livestock waste projects that generate electricity and renewable natural gas (“RNG”), compressed natural gas (“CNG”) and hydrogen dispensing stations;
▪factors relating to our business, operations and financial performance, including market conditions and global and economic factors beyond our control;
▪the reduction or elimination of government economic incentives to the renewable energy market;
▪factors associated with companies that are engaged in the production and integration of RNG, including (i) anticipated trends, growth rates and challenges in those businesses and in the markets in which they operate, (ii) contractual arrangements with, and the cooperation of, owners and operators of the landfill and livestock biogas conversion project facilities, on which we operate our LFG and livestock waste projects that generate electricity and (iii) RNG prices for Environmental Attributes (as defined below), low carbon fuel standard ("LCFS") credits and other incentives;
▪the ability to identify, acquire, develop and operate renewable projects and fueling stations ("Fueling Stations");
▪our ability to issue equity or equity-linked securities or obtain or amend debt financing;
▪the demand for renewable energy not being sustained;
▪impacts of climate change, changing weather patterns and conditions and natural disasters; and
▪the effect of legal, tax and regulatory changes.
The forward-looking statements contained in this Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this Form 10-Q and in our Annual Report on Form 10-K, which was filed with the SEC on March 15, 2024 (our "Annual Report"). Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
TABLE OF CONTENTS
| PAGE | ||||||||
ITEM 3. | ||||||||
Part I - Financial Information
Item 1. Financial Statements
OPAL FUELS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share and per share data)
| June 30, 2024 | December 31, 2023 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
Cash and cash equivalents (includes $ | $ | $ | |||||||||
Accounts receivable, net (includes $ | |||||||||||
| Accounts receivable, related party | |||||||||||
Restricted cash - current (includes $ | |||||||||||
| Short term investments | |||||||||||
| Fuel tax credits receivable | |||||||||||
| Contract assets | |||||||||||
Parts inventory (includes $ | |||||||||||
Environmental credits held for sale | |||||||||||
Prepaid expense and other current assets (includes $ | |||||||||||
Derivative financial assets - current portion | |||||||||||
| Total current assets | |||||||||||
| Capital spares | |||||||||||
Property, plant, and equipment, net (includes $ | |||||||||||
| Operating right-of-use assets | |||||||||||
| Investment in other entities | |||||||||||
| Note receivable - variable fee component | |||||||||||
| Other long-term assets | |||||||||||
| Intangible assets, net | |||||||||||
Restricted cash - non-current (includes $ | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Current liabilities: | |||||||||||
Accounts payable (includes $ | |||||||||||
Accounts payable, related party (includes $ | |||||||||||
| Fuel tax credits payable | |||||||||||
Accrued payroll (includes $ | |||||||||||
| Accrued capital expenses | |||||||||||
Accrued expenses and other current liabilities (includes $ | |||||||||||
| Contract liabilities | |||||||||||
1
OPAL Term Loan - current portion | |||||||||||
Sunoma Loan - current portion (includes $ | |||||||||||
| Operating lease liabilities - current portion | |||||||||||
Other current liabilities (includes $ | |||||||||||
| Asset retirement obligation, current portion | |||||||||||
| Total current liabilities | |||||||||||
Asset retirement obligation - non-current portion | |||||||||||
OPAL Term Loan - non-current portion | |||||||||||
Sunoma Loan, net of debt issuance costs (includes $ | |||||||||||
| Operating lease liabilities - non-current portion | |||||||||||
| Earn out liabilities | |||||||||||
Other long-term liabilities (includes $ | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Redeemable preferred non-controlling interests | |||||||||||
| Redeemable non-controlling interests | |||||||||||
| Stockholders' deficit | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
Class C common stock, $ | |||||||||||
Class D common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
Accumulated other comprehensive income (loss) | ( | ||||||||||
Class A common stock in treasury, at cost; | ( | ( | |||||||||
| Total Stockholders' deficit attributable to the Company | ( | ( | |||||||||
| Non-redeemable non-controlling interests | |||||||||||
| Total Stockholders' deficit | ( | ( | |||||||||
| Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
OPAL FUELS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except share and per share data)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
RNG Fuel (includes revenues from related party of $ | $ | $ | $ | $ | ||||||||||||||||||||||
Fuel Station Services (includes revenues from related party of $ | ||||||||||||||||||||||||||
Renewable Power (includes revenues from related party of $ | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
Cost of sales - RNG Fuel | ||||||||||||||||||||||||||
Cost of sales - Fuel Station Services | ||||||||||||||||||||||||||
| Cost of sales - Renewable Power | ||||||||||||||||||||||||||
Project development and startup costs | ||||||||||||||||||||||||||
| Selling, general, and administrative | ||||||||||||||||||||||||||
| Depreciation, amortization, and accretion | ||||||||||||||||||||||||||
| (Income) loss from equity method investments | ( | ( | ||||||||||||||||||||||||
| Total expenses | ||||||||||||||||||||||||||
Operating income (loss) | ( | ( | ||||||||||||||||||||||||
| Other (expense) income: | ||||||||||||||||||||||||||
| Interest and financing expense, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Loss on debt extinguishment | ( | ( | ||||||||||||||||||||||||
| Change in fair value of derivative instruments, net | ||||||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||||
Income before provision for income taxes | ||||||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||
Net income | ||||||||||||||||||||||||||
Net (loss) income attributable to redeemable non-controlling interests | ( | ( | ||||||||||||||||||||||||
Net income (loss) attributable to non-redeemable non-controlling interests | ( | ( | ||||||||||||||||||||||||
Dividends on redeemable preferred non-controlling interests (1) | ||||||||||||||||||||||||||
Net (loss) income attributable to Class A common stockholders | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Weighted average shares outstanding of Class A common stock: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| Per share amounts: | ||||||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
3
(1) Dividends on redeemable preferred non-controlling interests 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.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
OPAL FUELS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands of U.S. dollars)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | ||||||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||
| Effective portion of the cash flow hedge attributable to equity method investments | ||||||||||||||||||||||||||
| Reclassification adjustments included in earnings | ( | ( | ||||||||||||||||||||||||
| Net unrealized gain (loss) on cash flow hedges | ( | |||||||||||||||||||||||||
Total comprehensive income | ||||||||||||||||||||||||||
Net income attributable to Redeemable non-controlling interests | ||||||||||||||||||||||||||
Other comprehensive income (loss) attributable to Redeemable non-controlling interests | ( | ( | ||||||||||||||||||||||||
Comprehensive income (loss) attributable to non-redeemable non-controlling interests | ( | ( | ||||||||||||||||||||||||
Dividends on redeemable preferred non-controlling interests | ||||||||||||||||||||||||||
Comprehensive (loss) income attributable to Class A common stockholders | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
OPAL FUELS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' DEFICIT
(In thousands of U.S. dollars, except per share data)
(Unaudited)
| Class A common stock | Class B common stock | Class D common stock | Class A common stock in treasury | Mezzanine Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Additional paid-in capital | Accumulated deficit | Other comprehensive income | Non-redeemable non-controlling interests | Shares | Amount | Total Stockholders' Deficit | Redeemable Preferred non-controlling interests | Redeemable non-controlling interests | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | $ | ( | ( | $ | ( | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock under the ATM program (1) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share conversion | — | — | ( | ( | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock for vesting of equity awards (2) | — | — | — | — | — | ( | — | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-redeemable non-controlling interests | — | — | — | — | — | — | — | — | — | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on redeemable preferred non-controlling interests | — | — | — | — | — | — | — | ( | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in redemption value of Redeemable non-controlling interests | — | — | — | — | — | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payment of preferred dividend | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2024 | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock under the ATM program (1) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6
Issuance of Class A common stock for vesting of equity awards (2) | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-redeemable non-controlling interests | — | — | — | — | — | — | — | — | ( | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends on redeemable preferred non-controlling interests | — | — | — | — | — | — | — | ( | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in redemption value of Redeemable non-controlling interests | — | — | — | — | — | — | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payment of preferred dividend | — | — | — | — | — | — | — | — | — | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) During the six months ended June 30, 2024, the Company issued shares of Class A common stock under the Company's ATM program. Please see Note 13. Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit for additional information.
(2) Represents the equity awards vested net of shares of Class A common stock withheld for taxes. Please see Note 16. Stock-based Compensation for additional information.
7
| Class A common stock | Class D common stock | Class A common stock in treasury | Mezzanine Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional paid-in capital | Accumulated deficit | Other comprehensive income | Non-redeemable non-controlling interests | Shares | Amount | Total Stockholders' Equity | Redeemable Preferred non-controlling interests | Redeemable non-controlling interests | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2022 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from non-redeemable non-controlling interest | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock on warrant exchange | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cancellation of fractional shares on warrant exchange | ( | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of put option forward purchase contract - Meteora | — | — | — | — | — | — | — | — | ( | ( | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeiture of Class A common stock | ( | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in redemption value of Redeemable non-controlling interests | — | — | — | — | ( | ( | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Paid-in-kind preferred dividend | — | — | — | — | — | ( | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2023 | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from non-redeemable non-controlling interest | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deconsolidation of entities (1) | — | — | — | — | ( | — | — | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-redeemable non-controlling interests | — | — | — | — | — | — | — | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in redemption value of Redeemable non-controlling interests | — | — | — | — | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Paid-in-kind preferred dividend | — | — | — | — | — | ( | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2023 | $ | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(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 3 Investment in Other entities and Note 12 Variable Interest Entities for additional information.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
OPAL FUELS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
Net income | $ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Income from equity method investments | ( | ||||||||||
| Distributions from equity method investments | |||||||||||
| Provision for bad debts | |||||||||||
| Amortization of operating right-of-use assets | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Loss on debt extinguishment | |||||||||||
| Loss on warrant exchange | |||||||||||
| Gain on deconsolidation of VIEs | ( | ||||||||||
| Accretion expense related to asset retirement obligation | |||||||||||
| Stock-based compensation | |||||||||||
| Paid-in-kind interest income | ( | ( | |||||||||
| Change in fair value of Convertible Note Payable | |||||||||||
| Unrealized gain on derivative financial instruments | ( | ( | |||||||||
Changes in operating assets and liabilities | |||||||||||
| Accounts receivable | |||||||||||
| Accounts receivable, related party | |||||||||||
| Fuel tax credits receivable | ( | ||||||||||
| Capital spares | ( | ||||||||||
| Parts inventory | ( | ( | |||||||||
| Environmental credits held for sale | ( | ( | |||||||||
| Prepaid expense and other current assets | ( | ||||||||||
| Contract assets | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Accounts payable, related party | |||||||||||
| Fuel tax credits payable | ( | ( | |||||||||
| Accrued payroll | ( | ( | |||||||||
| Accrued expenses | ( | ||||||||||
| Operating lease liabilities - current and non-current | ( | ( | |||||||||
| Other current and non-current liabilities | ( | ||||||||||
| Contract liabilities | ( | ( | |||||||||
Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchase of property, plant, and equipment | ( | ( | |||||||||
| Proceeds from sale of short term investments | |||||||||||
| Deconsolidation of VIEs, net of cash | ( | ||||||||||
| Distributions received from equity method investment | |||||||||||
| Cash paid for investment in other entities | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from OPAL Term Loan | |||||||||||
| Cash paid for purchase of shares upon exercise of put option | ( | ||||||||||
| Cash paid for taxes related to net share settlement of equity awards | ( | ||||||||||
| Financing costs paid to other third parties | ( | ||||||||||
9
| Repayment of Senior Secured Credit Facility | ( | ||||||||||
| Repayment of OPAL Term Loan | ( | ||||||||||
| Repayment of Municipality loan | ( | ||||||||||
Repayment of Sunoma Loan | ( | ||||||||||
Repayment of equipment loan | ( | ||||||||||
Payment of preferred dividends | ( | ||||||||||
| Proceeds from sale of non-redeemable non-controlling interest | |||||||||||
| Reimbursement of financing costs by joint venture partner | |||||||||||
| Distribution to non-redeemable non-controlling interest | ( | ( | |||||||||
| Proceeds from issuance of shares of Class A common stock under the ATM program, net | |||||||||||
Net cash provided by (used in) financing activities | ( | ||||||||||
Net decrease in cash, restricted cash, and cash equivalents | ( | ( | |||||||||
| Cash, restricted cash, and cash equivalents, beginning of period | |||||||||||
| Cash, restricted cash, and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information | |||||||||||
Interest paid, net of $ | $ | $ | |||||||||
| Noncash investing and financing activities: | |||||||||||
| Paid-in-kind dividend on redeemable preferred non-controlling interests | $ | $ | |||||||||
Accrual for asset retirement obligation included in Property, plant and equipment | $ | $ | |||||||||
Right-of-use assets arising from lease modifications | $ | $ | |||||||||
| Accrual for purchase of Property, plant and equipment included in Accounts payable and Accrued capital expenses | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10
OPAL FUELS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. 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 electricity from renewable sources ("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. The term “Environmental Attributes” refers to federal, state and local government incentives in the United States, provided in the form of renewable identification numbers ("RINs"), RECs, LCFS credits, ISCC Carbon Credits, rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of renewable energy projects. 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 currently use landfill gas and dairy manure as the source of the biogas. In addition, we have recently begun implementing design, development, and construction services for hydrogen Fueling Stations, and we are pursuing opportunities to diversify our sources of biogas to other waste streams.
The Company is organized into four operating segments based on the characteristics and the nature of products and services. The four operating segments are RNG Fuel, Fuel Station Services, Renewable Power and Corporate.
All amounts in these footnotes are presented in thousands of dollars except share and per share data.
2. 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 include the accounts of the Company and all other entities in which the Company has a controlling financial interest: OPAL Renewable Power LLC (formerly Fortistar Methane 3 LLC (“FM3”) and Fortistar Methane 4 LLC), Beacon RNG LLC (“Beacon”) Sunoma Holdings, LLC (“Sunoma”), New River LLC (“New River”), Reynolds RNG LLC (“Reynolds”), Central Valley LLC (“Central Valley”), Prince William RNG LLC (“Prince William”), Cottonwood RNG LLC (“Cottonwood”), Polk County RNG LLC (“Polk County”), OPAL Contracting LLC (formerly Fortistar Contracting LLC), OPAL RNG LLC (formerly Fortistar RNG LLC), and OPAL Fuel station services LLC (“Fuel Station Services”). The Company’s unaudited 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.
Certain prior period amounts have been reclassified to conform with the current period presentation including reclassification of the Company’s proportional share of income in equity investments into operating income. See Note 3. Investment in Other Entities for further discussion. The Company reclassified certain project development and startup costs as a separate line within Operating expenses, which were previously included in Cost of sales - RNG Fuel and Selling, general and administrative expenses. Additionally, an adjustment for approximately $506
The information included in this quarterly report should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as the interim disclosures generally do not repeat those in the annual financial statements
11
and are condensed in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements.
In the opinion of management, the Company's financial statements include all normal and recurring adjustments necessary in order to make the financial statements not misleading and to provide a fair presentation of the Company's financial results for the interim periods included in this Quarterly Report.
Variable Interest Entities
Our policy is to consolidate all entities that we control by ownership of a majority of the outstanding voting stock. In addition, we consolidate entities that meet the definition of a VIE for which we are the primary beneficiary. The Company applies the VIE model from ASC 810 when the Company has a variable interest in a legal entity not subject to a scope exception and the entity meets any of the five characteristics of a VIE. The primary beneficiary of a VIE is considered to be the party that both possesses the power to direct the activities of the entity that most significantly impact the entity’s economic performance and has the obligation to absorb losses or the rights to receive benefits of the VIE that could be significant to the VIE. To the extent a VIE is not consolidated, the Company evaluates its interest for application of the equity method of accounting. Equity method investments are included in the condensed consolidated balance sheets as “Investments in other entities.” Investments in unconsolidated entities in which the Company has significant influence over the operating or financial decisions are accounted for under the equity method.
As of June 30, 2024, 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"), Land2Gas LLC (the "SJI Joint Venture") (RNG Atlantic and RNG Burlington)) and GREP BTB Holdings LLC ("GREP") under the equity method.
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 lease assets and lease liabilities, the impairment assessment of goodwill and the fair value of derivative instruments. Actual results could differ from those estimates.
The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.
Accounting Pronouncements not yet adopted
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
12
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, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | |||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Restricted cash - current (1) | ||||||||||||||
| Long-term assets: | ||||||||||||||
Restricted cash held as collateral (2) | ||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | ||||||||||||
(1) Restricted cash - current as of June 30, 2024 consists of $940 related to debt reserve on Sunoma Loan. Restricted cash - current as of December 31, 2023 consists of $3,361 related to debt reserve on the Sunoma Loan and $1,034 related to deposit on our interconnections payments.
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 $8,585 and $9,875 as of June 30, 2024 and December 31, 2023, 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
13
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 represents 144,399,037 Class B Units issued by OPAL Fuels to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the condensed consolidated statement of operations.
Project development and startup costs
The following table provides information on the types of expenses classified under this expense category:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Site lease expenses | $ | $ | $ | $ | ||||||||||||||||||||||
| Legal and professional fees | ||||||||||||||||||||||||||
| Royalties | ||||||||||||||||||||||||||
| Virtual pipeline costs | ||||||||||||||||||||||||||
Management services (1) | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total Project development and startup costs | $ | |||||||||||||||||||||||||
(1) Relates to charges billed to the individual projects by Fortistar. See Note. 10 Related parties for additional information.
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, Earnout Awards.
Accounts Receivable, net
The Company's allowance for doubtful accounts was $0 and $0 at June 30, 2024 and December 31, 2023.
Asset Retirement Obligation
14
The Company accounts for asset retirement obligations in accordance with FASB ASC 410, Asset Retirement and Environmental Obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The fair value of the estimated asset retirement obligations is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The discounted asset retirement costs capitalized amount is 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, 2024 and December 31, 2023, the Company estimated the value of its total asset retirement obligations to be $7,594 and $6,728 , respectively.
The changes in the asset retirement obligations were as follows as of June 30, 2024:
| June 30, 2024 | |||||
| Balance, December 31, 2023 - Current and non-current | $ | ||||
Additions during the year | |||||
| Accretion expense | |||||
| Total asset retirement obligation | |||||
| Less: current portion | ( | ||||
| Total asset retirement obligation, net of current portion | $ | ||||
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 reader. The price is fixed at contracted rates and the Producers pay approximately 30 days after month-end. As such, transportation sales are recognized over time, using the output method to measure progress.
The Company provides credit monetization services to customers that own renewable gas generation facilities. The Company recognizes revenue from these services as the credits are minted on behalf of the customer. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as environmental credits held for sale within current assets based on their estimated fair value at contract inception.
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
15
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, 2024 and 2023, the Company earned net revenues after discount and fees of $25,409 and $11,852 , respectively under this contract which was recorded as part of Revenues - RNG Fuel and Fuel Station Services. For the six months ended June 30, 2024 and 2023, the Company earned net revenues after discount and fees of $48,645 and $18,060 , respectively.
During 2020, the Company has an agreement with a counter party to sell LCFSs at one of our RNG facilities for a period of 7 years at a fixed contract price which has a certain predetermined floor and ceiling price per LCFS. The counter party has the right to apply any excess payment made calculated as the difference between adjusted Oil Price Information Service and the floor price per the contract, against future sales of LCFSs during the contract term. As of June 30, 2024, the Company recorded $2,522 as part of Other long-term liabilities on the condensed consolidated balance sheet.
During the third and fourth quarters of 2022, two of the wholly-owned subsidiaries from our Renewable Power portfolio entered into a purchase and sale agreement with an Environmental Attribute marketing firm to sell Environmental Attributes associated with renewable biomethane ("ISCC Carbon Credits") and purchase brown gas back at contracted fixed prices per million British thermal units ("MMBtus"). One of these contracts has a term of 3 years from the date of certification of the facility with an auto-renewal option. The other contract was terminated in August 2023. During the third quarter of 2023, three additional Renewable Power facilities entered into purchase and sale agreements with 3 year terms and similar terms and conditions as the previous contracts. For the three months ended June 30, 2024 and 2023, the Company earned net revenues of $4,671 and $4,525 , respectively under the contracts which were recorded as part of Revenues - Renewable Power in the condensed consolidated statement of operations. For the six months ended June 30, 2024 and 2023, the Company earned net revenues of $8,288 and $9,693 , respectively under the contracts which were recorded as part of Revenues - Renewable Power in the condensed consolidated statement of operations.
Sales of Environmental Attributes such as RINs, renewable energy credits ("RECs"), ISCC Carbon Credits 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 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 is certain.
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:
16
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
Renewable Power sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Third party construction | ||||||||||||||||||||||||||
| Service | ||||||||||||||||||||||||||
| Brown gas sales | ||||||||||||||||||||||||||
Environmental credits (1) | ||||||||||||||||||||||||||
| Parts sales | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total revenue from contracts with customers | ||||||||||||||||||||||||||
Lease revenue (2) | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Includes revenues of $4,671 and $4,525 , respectively, for the three months ended June 30, 2024 and 2023, from customers domiciled outside of United States. For the six months ended June 30, 2024 and 2023, revenues include $8,288 and $9,693 , respectively, from customers domiciled outside of United States.
For the three months ended June 30, 2024 and 2023, 12 % and 27 %, 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, 2024 and 2023, 14 % and 23 %, 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, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Loss on warrant exchange | $ | $ | $ | $ | ( | ||||||||||||||||||
Gain on deconsolidation of VIEs (1) | |||||||||||||||||||||||
Gain on transfer of non-financial asset in exchange for services received (2) | |||||||||||||||||||||||
| Other income | $ | $ | $ | $ | |||||||||||||||||||
(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:
17
| June 30, 2024 | December 31, 2023 | ||||||||||
| Accounts receivable, net | $ | $ | |||||||||
| Contract assets: | |||||||||||
| Cost and estimated earnings in excess of billings | $ | $ | |||||||||
| Accounts receivable retainage, net | |||||||||||
| Contract assets total | $ | $ | |||||||||
| Contract liabilities: | |||||||||||
| Billings in excess of costs and estimated earnings | $ | $ | |||||||||
| Contract liabilities total | $ | $ | |||||||||
During the six months ended June 30, 2024, the Company recognized revenue of $3,746 that was included in "Contract liabilities" at December 31, 2023. 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.
Environmental credits held for sale
Fuel Station Services Construction Backlog
The Company's remaining performance obligations ("backlog") represent the unrecognized revenue value of its contract commitments. The Company's backlog may significantly vary each reporting period based on the timing of major new contract commitments. At June 30, 2024, the Company had a backlog of $42,814 of which $37,427 is anticipated to be recognized as revenue in the next 12 months.
Major Maintenance
Vulnerability Due to Certain Concentrations
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, short term investments, derivative instruments and trade accounts receivable. The Company holds cash, cash equivalents and restricted cash at several major financial institutions, much of which exceeds FDIC insured limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with any one financial institution and monitor the credit ratings of those institutions. While the Company may be exposed to credit losses due to
18
the nonperformance of the holders of its deposits, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows or financial condition.
Income Taxes
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, 2024, two customers accounted for 53 47 % and 46 % of the revenue, respectively. At June 30, 2024, two customers accounted for 53 % of accounts receivable. At December 31, 2023, two customers accounted for 54 % 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.
3. 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.
We continue to evaluate operational developments and the impact of the anticipated expansion of the operations of our existing equity method investments. Based on our analysis, it was determined that our equity method investments have evolved into a critical, integral part of our RNG segment business operations as they provide critical additional production capacity. Therefore, we have determined that the presentation of income (loss) from equity method investments as part of the operating income is more meaningful and useful information to the readers of our financial statements. As a result, we have reclassified our portion of income (loss) from equity method investments to Operating income for all periods presented.
The Company has elected to apply the cumulative earnings approach for classifying distributions received from equity method investees. Distributions are classified as cash inflows from operating activities unless they exceed the investor's cumulative equity in earnings, in which case the excess is classified as cash inflows from investing activities.
The following table shows the movement in Investment in Other Entities:
19
| Pine Bend | Noble Road | GREP | SJI | Paragon | Total | |||||||||||||||||||||||||||||||||
| Percentage of ownership | % | % | % | % | % | |||||||||||||||||||||||||||||||||
Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income from equity method investment | ( | ( | $ | |||||||||||||||||||||||||||||||||||
Contribution by the Company | $ | |||||||||||||||||||||||||||||||||||||
Distributions from return on investment in equity method investment (1 | ( | ( | ( | $ | ( | |||||||||||||||||||||||||||||||||
Distributions from return of investment in equity method investment (2) | ( | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Accumulated other comprehensive income | $ | |||||||||||||||||||||||||||||||||||||
Amortization of basis difference (3) | ( | ( | ( | $ | ( | |||||||||||||||||||||||||||||||||
Balance at June 30, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1) Recorded as part of cash flows from operating activities for the six months ended June 30, 2024.
(2) Recorded as part of cash flows from investing activities for the six months ended June 30, 2024.
(3) Reflected in Income from equity method investments in the condensed consolidated statement of operations for the six months ended June 30, 2024.
The following table summarizes the net income from equity method investments:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||
Net (loss) income from equity method investments (1) | $ | ( | $ | $ | ( | ||||||||||||||||||
4. Property, Plant, and Equipment, Net
Property, plant, and equipment, net, consisted of the following as of June 30, 2024 and December 31, 2023:
20
| June 30, 2024 | December 31, 2023 | ||||||||||
| Plant and equipment | $ | $ | |||||||||
| CNG/RNG fueling stations | |||||||||||
Construction in progress (1) | |||||||||||
| Buildings | |||||||||||
| Land | |||||||||||
| Service equipment | |||||||||||
| Leasehold improvements | |||||||||||
| Vehicles | |||||||||||
| Office furniture and equipment | |||||||||||
| Computer software | |||||||||||
| Land lease - finance lease | |||||||||||
| Vehicles - finance leases | |||||||||||
| Other | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Property, plant, and equipment, net | $ | $ | |||||||||
(1) Includes $1,055 and $5,475 of capitalized interest on our OPAL Term Loan facility for the six months ended June 30, 2024 and for the year ended December 31, 2023.
On October 20, 2023, our wholly owned subsidiary entered into an Asset Purchase and Sale Agreement (for the purposes of this paragraph, the “Agreement”) with Washington Gas Light Company ("WGL"). The subsidiary constructed an RNG production facility at the Prince William County landfill located in Manassas, Virginia, to process landfill gas into RNG. The Agreement obligates the subsidiary to develop, plan and permit a gas pipeline extension and associated interconnection facilities (the “Pipeline Project”) to deliver RNG from the facility to an interconnection point on WGL’s pipeline. Per the terms and conditions of the Agreement, WGL will purchase the Pipeline Project from the subsidiary after its final completion at a purchase price of $25 million. The closing is contingent upon approval of the Agreement by the Virginia State Corporation Commission, as well as the satisfaction of customary closing conditions, and the outside closing date is on or prior to October 20, 2024. During the second quarter of 2024, the agreement has been amended to move the closing date to first quarter of 2025. As of June 30, 2024, we have recorded capital expenditure of $2,881 which is included in the Property, Plant and Equipment on our condensed consolidated balance sheet.
As of June 30, 2024, the Construction in progress consists of capital expenditures on construction of RNG generation facilities including, but not limited to Polk County, Cottonwood, Central Valley RNG projects and RNG dispensing facilities. Polk County is expected to be operational in the fourth quarter of 2024. The remaining facilities except Central Valley RNG projects, for which costs are in construction in progress as of June 30, 2024, are expected to be operational during 2025. Regarding the Central Valley RNG projects, please refer to Note 17. Commitments and Contingencies for additional information.
5. Intangible Assets, Net
Intangible assets, net, consisted of the following at June 30, 2024 and December 31, 2023:
| June 30, 2024 | ||||||||||||||||||||||||||
| Cost | Accumulated Amortization | Intangible Assets, Net | Weighted Average Amortization Period (Years) | |||||||||||||||||||||||
| Power purchase agreements | $ | $ | ( | $ | ||||||||||||||||||||||
21
| Transmission/distribution interconnection | ( | |||||||||||||||||||||||||
| Intellectual property | ( | |||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | ||||||||||||||||||||||
| December 31, 2023 | ||||||||||||||||||||||||||
| Cost | Accumulated Amortization | Intangible Assets, Net | Weighted Average Amortization Period (years) | |||||||||||||||||||||||
| Power purchase agreements | $ | $ | ( | $ | ||||||||||||||||||||||
| Transmission/distribution interconnection | ( | |||||||||||||||||||||||||
| Intellectual property | ( | |||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | ||||||||||||||||||||||
Amortization expense for the three and six months ended June 30, 2024 was $71 and $138 , respectively. Amortization expense for the three and six months ended June 30, 2023 was $153 and $313 , respectively. At June 30, 2024, estimated future amortization expense for intangible assets is as follows:
| Six months ended December 31, 2024 | $ | ||||
| Fiscal year: | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| $ | |||||
6. 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, 2023 | $ | $ | $ | ||||||||||||||
Balance at June 30, 2024 | $ | $ | $ | ||||||||||||||
7. Borrowings
The following table summarizes the borrowings under the various debt facilities as of June 30, 2024 and December 31, 2023:
22
| June 30, 2024 | December 31, 2023 | |||||||||||||
| OPAL Term Loan | ||||||||||||||
| Less: unamortized debt issuance costs | ( | ( | ||||||||||||
| Less: current portion | ( | |||||||||||||
| OPAL Term Loan, net of debt issuance costs | ||||||||||||||
| Sunoma Loan | ||||||||||||||
| Less: unamortized debt issuance costs | ( | ( | ||||||||||||
| Less: current portion | ( | ( | ||||||||||||
| Sunoma Loan, net of debt issuance costs | ||||||||||||||
| Non-current borrowings total | $ | $ | ||||||||||||
As of June 30, 2024, principal maturities of debt are expected as follows, excluding any undrawn debt facilities as of the date of the condensed consolidated balance sheets:
| OPAL Term Loan | Sunoma Loan | Total | ||||||||||||||||||
| Six months ending December 31, 2024 | $ | $ | $ | |||||||||||||||||
| Fiscal year: | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
Thereafter | $ | |||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
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.
On September 1, 2023, OPAL Intermediate Holdco restructured its existing credit agreement and entered into a new senior secured credit facility (the "Credit Agreement") with OPAL Intermediate HoldCo as the Borrower, direct and indirect subsidiaries of the Borrower as guarantors (the “Guarantors”), the lenders party thereto, as lenders, Apterra Infrastructure Capital LLC, Barclays Bank PLC, BofA Securities, Inc., Celtic Bank Corporation, Citibank, N.A., JP Morgan Chase Bank, N.A. Investec Inc. and ICBC Standard Bank PLC, as joint lead arrangers, and Bank of America, N.A., as administrative agent. Four of the existing lenders participated in the new credit facility.
The Credit Agreement provides for up to $450.0 million of initial and delayed draw term loans (with such delayed draw term loans available for up to 18 months after closing) and $50.0 million of revolving loans. The proceeds from the facility are expected to be used to fund other general corporate purposes of the Borrower and Guarantors. The Company paid transaction fees and expenses in the amount of approximately $9,976 . The amounts outstanding under the Credit Agreement are secured by the assets of the indirect subsidiaries of OPAL Intermediate Holdco.
As of June 30, 2024 and December 31, 2023, the outstanding loan balance (current and non-current) excluding deferred financing costs was $211,618 and $186,618 , respectively. During the second quarter of 2024, the Company drew down an additional $25,000 . Additionally, the Company utilized $13,694 of availability under the revolver loan to provide for the issuance of letters of credit to support the operations of the Borrower and the Guarantors.
The outstanding loans under the Credit Agreement initially bear interest at an annual rate of Term SOFR plus 3.5 %, increasing by 0.25 % per annum during the term. Commencing March 31, 2025, the outstanding principal amount of the term loans amortizes at a rate of 1 % per quarter and the Borrower is obligated to pay a leverage based cash sweep ranging
23
from 25 % to 100 % of distributable cash of Borrower and the Guarantors, and subject to certain other mandatory prepayment requirements. The term loans and revolving loans mature on September 1, 2028.
The Credit Agreement requires the Borrower to maintain a consolidated debt service coverage ratio of not less than 1.2 to 1.0, as tested on a trailing four quarters basis as of the last day of each fiscal quarter during the term commencing with the quarter ended December 31, 2023, and to maintain a consolidated debt to cash flow ratio of not greater than 4.5 to 1.0 during the delayed draw availability period, and not greater than 4.0 to 1.0 thereafter.
The Credit Agreement includes certain customary and project-related affirmative and negative covenants, including restrictions on distributions, and events of default, which include payment defaults breaches of covenants; changes of control materially incorrect or misleading representations or warranties bankruptcy or other events of insolvency and certain project-related defaults. As of June 30, 2024, 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.
The Company has the ability, during the delayed draw availability period and subject to the satisfaction of certain credit and project-related conditions precedent, to join other newly acquired subsidiaries with comparable renewable projects in development under the credit facility for comparable funding.
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 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 . As of June 30, 2024, Sunoma in compliance with the financial covenants under the Sunoma Loan Agreement.
The borrowings under the Sunoma Loan Agreement bear interest at the rate of prime rate plus 3.5 % or 7.75 % 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.
As of June 30, 2024 and December 31, 2023, the outstanding loan balance (current and non-current) excluding deferred financing costs was $21,672 and $22,453 , respectively.
The significant assets of Sunoma are parenthesized in the condensed consolidated balance sheets as June 30, 2024 and December 31, 2023. 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 repaid the outstanding balance in full on September 1, 2023.
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 loan was fully repaid in April 2023.
Senior Secured Credit Facility
On September 21, 2015, FM3, an indirect wholly-owned subsidiary of the Company, entered into a senior secured credit facility (the "Senior Secured Credit Facility") as a borrower and a syndicate of lenders, which provides for an aggregate principal amount of $150,000 , consisting of (i) a term loan of $125,000 and a (ii) working capital letter of credit facility of up to $19,000 and a (iii) debt service reserve and liquidity facility of up to $6,000 .
24
On March 20, 2023, the Company repaid in full the remaining outstanding loan under this facility.
Interest rates
2024
For the three and six months ended June 30, 2024, the weighted average effective interest rate including amortization of debt issuance costs on OPAL Term Loan was 9.3 % and 7.9 %, respectively.
For the three and six months ended June 30, 2024, the interest rate on the Sunoma Loan was 8.5 % and 8.4 %, respectively.
2023
For the three and six months ended June 30, 2023, the weighted average effective interest rate on the Senior Secured Credit Facility including amortization of debt issuance costs on Senior Secured Credit Facility was 5.6
For the three and six months ended June 30, 2023, the weighted average effective interest rate on OPAL Term Loan including amortization of debt issuance costs was 9.2 % and 8.8 %.
For three and six months ended June 30, 2023, the interest rate on the Sunoma loan was 8.0
For the three and six months ended June 30, 2023, the payment-in-kind interest rate on Convertible Note Payable was 8.0 %.
For the three and six months ended June 30, 2023, the weighted average interest rate on Municipality loan was 3.0
The following table summarizes the Company's total interest expense for the three and six months ended June 30, 2024 and 2023:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Senior Secured Credit Facility | $ | $ | $ | $ | ||||||||||||||||||||||
| Convertible Note Payable mark-to-market | ||||||||||||||||||||||||||
| Sunoma Loan | ||||||||||||||||||||||||||
OPAL Term Loan (1) | ||||||||||||||||||||||||||
| Equipment loan | ||||||||||||||||||||||||||
| Commitment fees and other finance fees | ||||||||||||||||||||||||||
| Amortization of deferred financing cost | ||||||||||||||||||||||||||
| Interest expense on finance leases | ||||||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | ||||||||||||||||||||||
| Total interest expense | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Excludes $640 and $2,074 of interest capitalized and recorded as part of Property, Plant and Equipment for the three and six months ended June 30, 2024, respectively. 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.
8. Leases
The following are the type of contracts that fall under ASC 842:
25
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 $935 and $1,707 related to the lease portion of the FPAs for the three and six months ended June 30, 2024, respectively. It includes $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively.
Included in Renewable Power revenues are $210 and $429 related to the lease element of the PPAs for the three and six months ended June 30, 2024, respectively. Includes $264 and $595 related to the lease element of the PPAs for the three and six ended June 30, 2023, 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 - MD Digester ("MD") and VS Digester ("VS"). During the second quarter of 2024, the Company revised the commercial operation date for its leases for MD and VS by between 20 to 24 months which changed the lease term for both the leases. Beginning in the second quarter of 2024 the Company treated this as a lease modification and increased its right-of-use asset and corresponding lease liability by $1,218 7.28 %.
On December 27, 2023, OPAL entered into an Amended and Restated Lease Agreement with a counter party which amended the payment terms to include a minimum volume requirement that requires OPAL to pay lease payments of $1 per GGE of CNG pumped with annual minimum volumes for the lease term.
The Company determined that the site lease is a finance lease because the present value of the sum of the lease payments is substantially greater than the fair value of the parcel of land. Therefore, the Company recorded right-of-use asset and related lease liability on December 27, 2023.
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 Company determined that the three site leases and the one office lease are operating leases.
26
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, 2024 and 2023. 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, 2024 and 2023.
Vehicle leases
The Company leases approximately 104 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, 2024 and 2023.
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, 2024 and December 31, 2023 are as follows:
27
| Description | June 30, 2024 | December 31, 2023 | ||||||||||||||||||
| Assets: | ||||||||||||||||||||
Operating leases (1): | ||||||||||||||||||||
| Site leases | Right-of-use assets | $ | $ | |||||||||||||||||
| Office lease | Right-of-use assets | |||||||||||||||||||
Finance leases (1): | ||||||||||||||||||||
| Vehicle leases | Property, plant and equipment, net | |||||||||||||||||||
| Site lease | Property, plant and equipment, net | |||||||||||||||||||
| Total right-of-use assets | $ | $ | ||||||||||||||||||
Liabilities (1): | ||||||||||||||||||||
| Sites leases | Lease liabilities - current portion | $ | ||||||||||||||||||
| Office lease | Lease liabilities - current portion | |||||||||||||||||||
| Vehicle leases - finance | Accrued expenses and other current liabilities | |||||||||||||||||||
| Site leases - finance | Accrued expenses and other current liabilities | |||||||||||||||||||
| Sites leases | Lease liabilities - non-current portion | |||||||||||||||||||
| Office lease | Lease liabilities - non-current portion | |||||||||||||||||||
| Vehicle leases - finance | Other long-term liabilities | |||||||||||||||||||
| Site leases - finance | Other long-term liabilities | |||||||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||||||||
(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 7.28 %.
The table below presents components of the Company's lease expense for the three and six months ended June 30, 2024 and 2023:
| Description | Location in Statement of Operations | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||||||
| Operating lease expense for site leases | Cost of sales - RNG Fuel | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Operating lease expense for office lease | Selling, general, administrative expenses | |||||||||||||||||||||||||||||||
| Amortization of right-of-use assets - finance leases | Depreciation, amortization and accretion expense | |||||||||||||||||||||||||||||||
| Interest expense on lease liabilities - finance leases | Interest and financing expense, net | |||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||
The Company does not have material short term lease expense for the three and six months ended June 30, 2024 and 2023.
28
The Company did not enter into any operating leases greater than 12 months for the six months ended June 30, 2024.
| Weighted average remaining lease term (years) | June 30, 2024 | |||||||
| Operating leases | ||||||||
| Financing leases | ||||||||
| Weighted average discount rate | ||||||||
| Operating leases | % | |||||||
| Financing leases | % | |||||||
The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of June 30, 2024:
| Site leases | Office leases | Vehicle leases | Site lease - Finance | Total | ||||||||||||||||||||||||||||
Weighted average discount rate | % | % | % | % | ||||||||||||||||||||||||||||
Six months ending December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||
| 2026 | ||||||||||||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||||||||
Thereafter | ||||||||||||||||||||||||||||||||
| Present value of lease liability | ||||||||||||||||||||||||||||||||
| Lease liabilities - current portion | ||||||||||||||||||||||||||||||||
| Lease liabilities - non-current portion | ||||||||||||||||||||||||||||||||
| Total lease liabilities | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Discount based on incremental borrowing rate | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
9. Derivative Financial Instruments and Fair Value Measurements
Interest rate swaps
The following table summarizes the interest rate swaps in place as of June 30, 2024:
The effect of interest rate swaps on the condensed consolidated statement of operations were as follows:
29
| Three Months Ended June 30, | Six Months Ended June 30, | Location of (Loss) Gain Recognized in Operations from Derivatives | ||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Swaption | ( | |||||||||||||||||||||||||
| Net periodic settlements | ||||||||||||||||||||||||||
| $ | $ | $ | $ | Change in fair value of derivative instruments, net | ||||||||||||||||||||||
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.
The Company entered into an International Swaps and Derivatives Association ("ISDA") agreement with Mendocino Capital LLC (“NextEra”), a related party in November 2019. Pursuant to the agreement, the Company entered into two additional commodity swaps in October 2022 for a periods of to two years with contract prices ranging between $65.50 and $68.50 per MWh. The swaps are expected to be settled by physical delivery on a monthly basis. The Company elected the normal purchase and normal sale exclusion and will not apply fair value accounting under ASC 815, Derivatives and hedging. The Company will continue to assess its normal purchase and normal sale election on a quarterly basis.
The Company entered into a new commodity swap with NextEra in November 2022 for a period of two years at a contract price of $81.50 per MWh.
In November 2023, the Company entered into an electricity supply agreement with a utility provider for purchase of electricity to be used at one of our RNG facilities for a period of two years with a monthly notional quantity ranging between 1,875 and 2,145 kilo-watt hour ("kWh") and with fixed contract price $0.0599 per kWh. The forward contract is expected to be settled by physical delivery of electricity on a monthly basis. The Company elected the normal purchase normal sale exclusion and will not apply fair value accounting under ASC 815. The Company will continue to assess its normal purchase and normal sale election on a quarterly basis.
The following table summarizes the commodity swaps in place as of June 30, 2024 and December 31, 2023. There were no new commodity swap contracts entered during the three and six months ended June 30, 2024.
| 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 | $ | |||||||||||||||||||||||
| November 17, 2022 | January 1, 2023 | December 31, 2024 | $ | |||||||||||||||||||||||
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, 2024 and 2023:
30
| Derivatives not designated as hedging instruments | Location of (loss) gain recognized | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Commodity swaps - realized (loss) gain | Revenues - Renewable Power | $ | $ | $ | $ | |||||||||||||||||||||
| Commodity swaps - unrealized gain (loss) | Revenues - Renewable Power | ( | ( | ( | ||||||||||||||||||||||
| Total realized and unrealized gain (loss) | Revenues - Renewable Power | $ | $ | $ | $ | |||||||||||||||||||||
The following table summarizes the derivative assets and liabilities related to commodity swaps as of June 30, 2024 and December 31, 2023:
| Fair Value | Location of Fair value recognized in Balance Sheet | ||||||||||||||||
| June 30, 2024 | December 31, 2023 | ||||||||||||||||
| Derivatives designated as economic hedges | |||||||||||||||||
| Current portion of unrealized gain on commodity swaps | $ | $ | Derivative financial asset, current portion | ||||||||||||||
Other derivative liabilities
On July 21, 2022, the Company recorded derivative liabilities for the outstanding public warrants and private warrants, put option to Meteora, the Sponsor Earnout Awards and the OPAL Earnout Awards. The private and public warrants were exchanged into Class A common stock in the fourth quarter of 2022. The put option with Meteora expired in January 2023. The change in fair value on Sponsor Earnout and OPAL Earnout Awards is recorded as change in fair value of derivative instruments, net in the condensed consolidated statement of operations for the three and six months ended June 30, 2024 and 2023.
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, 2024 and 2023:
| Derivative liability | Three Months Ended June 30, | Six Months Ended June 30, | Location of (Loss) Gain Recognized in Operations from Derivatives | ||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| Put option to Meteora | $ | $ | $ | $ | ( | ||||||||||||||||||||||||
| Sponsor Earnout Awards | ( | ||||||||||||||||||||||||||||
| OPAL Earnout Awards | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | 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 $217,535 and $196,542 as of June 30, 2024 and December 31, 2023, respectively, approximates its fair value because our interest rate is variable and reflects current market rates.
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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 fair value of the Sponsor Earnout Awards as of June 30, 2024 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 $4.09 as of June 30, 2024;
•Expected volatility —50 % 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 — 4.50 % 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, 2024 and December 31, 2023 was determined to be zero as their expiration date is December 31, 2024 and the Company does not expect to achieve the earn-out target.
There were no transfers of assets between Level 1, Level 2, or Level 3 of the fair value hierarchy as of June 30, 2024.
The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of June 30, 2024 and December 31, 2023, set forth by level, within the fair value hierarchy:
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| Fair value as of June 30, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Asset retirement obligation | $ | $ | $ | $ | |||||||||||||||||||
| Earnout liabilities | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Cash and cash equivalents and restricted cash - current and non-current (1) | |||||||||||||||||||||||
| Short term investments | |||||||||||||||||||||||
| Commodity swap contracts | |||||||||||||||||||||||
| Fair value as of December 31, 2023 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Asset retirement obligation | $ | $ | $ | $ | |||||||||||||||||||
| Earnout liabilities | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Cash and cash equivalents and restricted cash - current and non-current (1) | |||||||||||||||||||||||
| Short term investments | |||||||||||||||||||||||
| Commodity swap contracts | |||||||||||||||||||||||
(1) Includes balances in money market accounts of $6,356 and $31,965 , respectively as of June 30, 2024 and December 31, 2023.
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, 2024 is included in Note 2, Summary of Significant Accounting Policies.
10. 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 RNG Investments, LLC, a Delaware limited liability company and an affiliate of Fortistar ("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 preferred dividend of $605 and $1,209 for the three and six months ended June 30, 2024, respectively. The Company recorded paid-in-kind preferred dividend of $675 and $1,330 for the three and six months ended June 30, 2023, 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 preferred dividend of $2,013 and $4,027 for the three and six months ended June 30, 2024, respectively. 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. Please see Note
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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, 2024, the Company earned net revenues after discount and fees of $15,881 and $31,376 , respectively, under this contract which was recorded as part of Revenues - RNG Fuel and revenues of $9,528 and $17,269 , respectively, under this contract which was recorded as part of Revenues - Fuel Station Services. For the three and six months ended June 30, 2023, the Company earned net revenues after discount and fees of $9,412 and $14,127 , respectively, under this contract which was recorded as part of Revenues - RNG Fuel and revenues of $2,440 and $3,933 , respectively, under this contract which was recorded as part of Revenues - Fuel Station Services. Please see Note 2. Summary of Significant Accounting Policies for additional information.
Commodity swap contracts under ISDA and REC sales contracts
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, 2024 and December 31, 2023, there were two 1,804 and $1,747 as revenues earned under these contracts for the three months ended June 30, 2024 and 2023. The Company recorded $3,330 and $3,274 as revenues earned for the six months ended June 30, 2024 and 2023.
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 $220 and $566 as its share of net loss for the three months ended June 30, 2024 and 2023. The Company recorded a net loss of $291 and $436 as its share of net loss for the six months ended June 30, 2024 and 2023.
Revenues contracts with equity method investment entities
The Company's wholly owned subsidiary, OPAL Fuel Station Services contracted with Pine Bend in December 2020, Noble Road in March 2021, Biotown in July 2021 and Emerald in December 2021 to dispense RNG and to generate and market resulting RINs. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs and LCFSs received as inventory based on their estimated fair value at contract inception. Additionally, OPAL Fuel Station Services provides the same services to all wholly-owned subsidiaries of the Company. The revenues earned from the wholly-owned entities are fully eliminated in the condensed consolidated financial statements.
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. Pine Bend and Noble Road came online in the first and third quarter of 2022 and Emerald in the third quarter of 2023. For the three months ended June 30, 2024 and 2023, the Company earned environmental processing fees of $2,100 and $555 , 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, 2024 and 2023, the Company earned environmental processing fees of $4,439 and $1,141 , net of
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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 with an auto renewal option on an annual basis, unless either party chooses to terminate with a written notice of 180 days 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, 2024 and 2023, 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 initial term of the agreement was for thirty-six months and renews automatically on an annual basis unless the termination occurs earlier due to dissolution of the Company or it is terminated by the Company’s secured lenders in certain circumstances.
On October 10, 2023, the board of directors of the Company appointed Mr. Scott Contino as Interim CFO. Mr. Contino has served as Fortistar's CFO for the past eighteen years. In connection with the appointment, the Company entered into an interim services agreement ("Interim Services Agreement") with Fortistar in accordance with the terms and conditions of the existing Administrative Services Agreement. Pursuant to the Interim Services Agreement, the Company will pay Fortistar an agreed hourly rate, such that the monthly fee does not exceed $50 , on a cumulative basis. For the three and six months ended June 30, 2024, the Company paid $150 and $300 , respectively which is included in Selling, general and administrative expenses in the condensed consolidated statement of operations.
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, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Staffing and management services | $ | $ | $ | $ | |||||||||||||||||||
| Rent - fixed compensation | |||||||||||||||||||||||
| IT services | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The following table presents the various balances for related parties included in our condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023:
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| Location in Balance Sheet | June 30, 2024 | December 31, 2023 | ||||||||||||||||||
| Assets: | ||||||||||||||||||||
| Trade AR - NextEra | Accounts receivable, related party | $ | $ | |||||||||||||||||
| Liabilities: | ||||||||||||||||||||
| Payables to equity method investment entities | Accounts payable, related party | |||||||||||||||||||
| NextEra | Accounts payable, related party | |||||||||||||||||||
| Staffing and management services - Fortistar | Accounts payable, related party | |||||||||||||||||||
| IT services - Costar | Accounts payable, related party | |||||||||||||||||||
| Total liabilities - related party | $ | $ | ||||||||||||||||||
11. 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. The Company changed its internal reporting to report revenues from RECs and ISCC Carbon Credits from RNG Fuel to the Renewable Power segment during the third quarter of 2023. This is primarily to reflect a strategic business change to identify all revenues earned from Environmental Attributes generated from Renewable Power facilities in the same segment. Therefore, the Company reclassified revenues of $5,800 11,245
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, 2024, the Company has accounted for its interests in Pine Bend, Reynolds, Noble Road, GREP, Paragon and SJI under the equity method of accounting and the results of operations of Beacon, New River, Polk County, Cottonwood, Central Valley, Prince William and Sunoma were consolidated in its condensed consolidated statement of operations. For the three and six months ended June 30, 2023, the Company has accounted for its interests in Pine Bend, Reynolds, Noble Road and GREP under the equity method of accounting and the results of operations of Beacon, New River, Central Valley, Prince William 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, 2024, Central Valley, Polk County, Cottonwood, projects included in SJI Joint Venture (Atlantic and Burlington) and Sapphire are not operational. Prince William commenced operations during the second quarter of 2024.
•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:
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◦Service and maintenance contracts for RNG/CNG fueling sites. Includes a manufacturing division that builds compact fueling systems and defueling systems.
◦Third Party CNG Construction of Fueling Stations - Design/build and serve as general contractor for typically Guarantee Maximum Price or fixed priced contracts for customers usually lasting less than one year.
◦RNG and CNG fuel dispensing stations for vehicle fleets - This includes both dispensing/sale of brown gas and the environmental credit generation and monetization. The Company operates Fueling Stations that dispense gas for vehicles. This also includes the development and construction of these facilities.
•Renewable Power Portfolio. The Renewable Power portfolio segment generates renewable power through methane-rich landfills and digester gas collection systems which is then sold to public utilities throughout the United States. The Renewable Power portfolio operates primarily in Southern California.
•Corporate. This segment consists of activities managed and maintained at the Company corporate level primarily including but not limited to:
◦Executive, accounting, finance, sales activities such as: payroll, stock compensation expense, travel and other related costs.
◦Insurance, professional fees (audit, tax, legal etc.).
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Renewable Power | $ | $ | $ | $ | ||||||||||||||||||||||
RNG Fuel (1) | ||||||||||||||||||||||||||
Fuel Station Services (2) | ||||||||||||||||||||||||||
Other (3) | ||||||||||||||||||||||||||
Intersegment eliminations | ( | ( | ( | ( | ||||||||||||||||||||||
| Equity Method Investment(s) | ( | ( | ( | ( | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
____________
(1) Includes revenues from our equity method investments.
(2) Includes intersegment revenues eliminated in the condensed consolidated financial statements.
(3) Other includes management fee revenues earned from operations and management of unconsolidated entities and Fortistar Contracting LLC.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
Interest and Financing Expense, net: | ||||||||||||||||||||||||||
| Renewable Power | $ | $ | $ | $ | ( | |||||||||||||||||||||
| RNG Fuel | ( | ( | ( | ( | ||||||||||||||||||||||
| Fuel Station Services | ( | ( | ||||||||||||||||||||||||
| Corporate | ( | ( | ||||||||||||||||||||||||
| Equity Method Investment(s) | ( | ( | ||||||||||||||||||||||||
| $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
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| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Depreciation, Amortization, and Accretion: | ||||||||||||||||||||||||||
| Renewable Power | $ | $ | $ | $ | ||||||||||||||||||||||
| RNG Fuel | ||||||||||||||||||||||||||
| Fuel Station Services | ||||||||||||||||||||||||||
Other(1) | ||||||||||||||||||||||||||
| Equity Method Investment(s) | ( | ( | ( | ( | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
(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, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||
| Renewable Power | $ | $ | $ | $ | ||||||||||||||||||||||
| RNG Fuel | ( | |||||||||||||||||||||||||
| Fuel Station Services | ||||||||||||||||||||||||||
| Corporate | ( | ( | ||||||||||||||||||||||||
| Equity Method Investment(s) | ( | ( | ||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Six Months Ended June 30, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Cash paid for Purchases of Property, Plant, and Equipment: | ||||||||||||||
| Fuel Station Services | ||||||||||||||
| RNG Fuel | ||||||||||||||
| $ | $ | |||||||||||||
| June 30, 2024 | December 31, 2023 | ||||||||||
| Total Assets: | |||||||||||
| Renewable Power | $ | $ | |||||||||
| RNG Fuel | |||||||||||
| Fuel Station Services | |||||||||||
Corporate | |||||||||||
| Equity Method Investment(s) | |||||||||||
| $ | $ | ||||||||||
Geographic Information: The Company's assets and revenue generating activities are domiciled in the United States of America.
12. Variable Interest Entities
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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, 2024 and December 31, 2023, the Company held equity interests in seven
As of June 30, 2024 and December 31, 2023, GREP, Paragon and SJI were presented as equity method investments and the remaining two
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, 2024 and December 31, 2023.
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, 2024 and December 31, 2023. The information below is presented on an aggregate basis based on similar risk and reward characteristics and the nature of our involvement with the VIEs, such as:
•All of the VIEs are RNG facilities and they are reported under the RNG Fuel Supply segment;
•The nature of our interest in these entities is primarily equity based and therefore carry similar risk and reward characteristics;
The amount of assets that can only be used to settle obligations of the VIEs are parenthesized in the condensed consolidated balance sheets and are included in the asset totals listed in the table below.
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| As of June 30, 2024 | As of December 31, 2023 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Restricted cash - current | |||||||||||
| Environmental credits held for sale | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Restricted cash, non-current | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accounts payable, related party | |||||||||||
| Accrued expenses | |||||||||||
Accrued payroll | |||||||||||
| Other current liabilities | |||||||||||
| Sunoma Loan- current portion | |||||||||||
| Total current liabilities | |||||||||||
| Sunoma loan, net of debt issuance costs | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Equity | |||||||||||
| Stockholders' equity | |||||||||||
| Non-redeemable non-controlling interests | |||||||||||
| Total equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
13. Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit
Common stock
As of June 30, 2024, there are (i) 30,058,569 shares of Class A common stock issued and 28,422,786 outstanding, (ii) 71,500,000 no 72,899,037
Share conversion
On March 12, 2024, Fortistar, through its subsidiary OPAL Holdco LLC, converted 71.5 million shares of Class D common stock of the Company held by it, each of which is entitled to five votes per share on all matters on which stockholders generally are entitled to vote, for an equal number of shares of newly issued Class B common stock of the Company, each of which is entitled to one vote on such matters. This transaction has no effect on the economic interest in the Company held by Fortistar or OPAL Holdco LLC. Fortistar converted such shares in order that the Company’s Class A common stock would become eligible for inclusion in certain stock market indices, on which many broad-based mutual funds and exchange-traded index funds are based. Subsequent to the exchange, Fortistar holds 72,899,037 shares of Class D common stock and 71,500,000 shares of Class B common stock.
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ATM Program
On November 17, 2023, OPAL Fuels Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated (each, an “Agent,” and collectively, the “Agents”) pursuant to which the Company may issue and sell shares of its Class A common stock having an aggregate offering price of up to $75 million from time to time through the Agents.
The Company will pay each Agent, upon the sale by such Agent of Class A common stock pursuant to the Sales Agreement, an amount equal to up to 3.0 % of the gross proceeds of each such sale of Class A common stock. The Company has also provided the Agents with customary indemnification rights.
The Company issued 36,353 shares of Class A common stock under the ATM Program during the six months ended June 30, 2024 at prices ranging between $4.34 and $5.68 and received net proceeds of $170 .
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, 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, 2023, 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, 2023 to June 30, 2024:
| Series A-1 preferred units | Series A preferred units | |||||||||||||||||||||||||||||||
| Units | Amount | Units | Amount | Total | ||||||||||||||||||||||||||||
Balance, December 31, 2023 | $ | $ | $ | |||||||||||||||||||||||||||||
| Preferred dividends attributable to OPAL Fuels | — | — | ||||||||||||||||||||||||||||||
| Preferred dividends attributable to Class A common stockholders | — | — | ||||||||||||||||||||||||||||||
| Payment of Preferred dividends | — | ( | — | ( | ( | |||||||||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | |||||||||||||||||||||||||||||
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.
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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.
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14. Net Income (Loss) Per Share
The 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, 2024 does not include 1,635,783 763,908 197,258 shares of Class A common stock were cancelled.
The diluted income per share of Class A common stock for the three and six months ended June 30, 2024 does not include Redeemable preferred non-controlling interests because the substantive contingency for conversion has not been met as of June 30, 2024. It does not include 144,399,037 716,650 10,000,000
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 144,399,037 763,908 10,000,000
The Class B common stock and D common stock do 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 B common stock and 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 June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
Net (loss) income attributable to Class A common stockholders | ( | ( | $ | |||||||||||||||||||||||
| Weighted average number of shares of Class A common stock - basic | ||||||||||||||||||||||||||
| Dilutive effect of stock options, restricted stock units, performance units, Convertible note payable, earnout shares, Redeemable preferred non-controlling interests, Redeemable non-controlling interests | ||||||||||||||||||||||||||
| Weighted average number of shares of Class A common stock - diluted | ||||||||||||||||||||||||||
Net (loss) income per share of Class A common stock | ||||||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
15. Income taxes
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For the three and six months ended June 30, 2024 and 2023, the Company recorded zero 0
16. 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.
During the three months ended March 31, 2024, the Company issued 360,298 stock options, 1,110,031 restricted stock units and 456,308 performance units to certain employees of the Company. The applicable performance period for such performance units is January 1, 2024 to December 31, 2026, and all such performance units are scheduled to vest on March 31, 2027 subject to achievement of certain performance criteria. The fair value of the stock options was determined to be $3.40 based on Black Scholes model based on the share price of $4.96 , exercise price of $5.02 , expiration of 10 years, annual risk free interest rate of 3.96 % and volatility of 55 %. Additionally, the Company issued 190,526 restricted stock units to the board of directors which vest 100 % on their first anniversary. The total fair value of the equity awards was $9,971 .
A summary of the equity awards under the 2022 Plan for the six months ended June 30, 2024 is as follows:
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| Number of Units outstanding | Weighted average fair value per restricted unit on grant date | Exercise price per Stock Option | Aggregate Fair Value (in thousands) | Vesting terms | ||||||||||||||||||||||||||||
| Restricted Stock Units: | ||||||||||||||||||||||||||||||||
Unvested restricted stock units outstanding as of December 31, 2023 | $ | $ | Equal installments vesting over or | |||||||||||||||||||||||||||||
Granted during the six months ending June 30, 2024 | Equal installments vesting over or | |||||||||||||||||||||||||||||||
Vested during 2024 | ( | ( | ||||||||||||||||||||||||||||||
| Withheld for settlement of taxes | ( | ( | ||||||||||||||||||||||||||||||
Forfeitures during 2024 | ( | ( | ||||||||||||||||||||||||||||||
Restricted Stock Units outstanding as of June 30, 2024 | ||||||||||||||||||||||||||||||||
Stock Options(1): | ||||||||||||||||||||||||||||||||
Unvested awards as of December 31, 2023 | $ | $ | $ | |||||||||||||||||||||||||||||
Granted during the six months ending June 30, 2024 | ||||||||||||||||||||||||||||||||
Outstanding Stock Options at June 30, 2024 | ||||||||||||||||||||||||||||||||
Stock Options vested and exercisable as of June 30, 2024 | ||||||||||||||||||||||||||||||||
| Performance Stock Units: | ||||||||||||||||||||||||||||||||
Unvested awards as of December 31, 2023 | ||||||||||||||||||||||||||||||||
Granted during the six months ending June 30, 2024 | ||||||||||||||||||||||||||||||||
Forfeitures during 2024 | ( | ( | ||||||||||||||||||||||||||||||
Performance Stock Units outstanding as of June 30, 2024 | ||||||||||||||||||||||||||||||||
Total unvested awards outstanding as of June 30, 2024 | $ | $ | ||||||||||||||||||||||||||||||
As of June 30, 2024 and December 31, 2023, there are 62,327 and 0 , respectively, of stock options vested and exercisable at exercise price shown above. The aggregate intrinsic value of the outstanding stock options is zero
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The stock-based compensation expense for the above stock awards under the 2022 Plan as well as Parent Equity Awards is included in the selling, general and administrative expenses:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| 2022 Plan | $ | $ | $ | $ | ||||||||||||||||||||||
| Parent equity awards | $ | $ | $ | $ | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
17. Commitments and Contingencies
Letters of Credit
As of June 30, 2024 and December 31, 2023, the Company was required to maintain five and nine standby letters of credit totaling $14,727 and $14,783 , 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 and ten years , respectively. The customers have an option to terminate the contracts and purchase the Company's CNG Fueling Station at the customers' sites for a fixed amount that declines annually.
In July 2015, the Company entered into a ten year fuel sales agreement with a customer that included the construction of a CNG Fueling Station owned and managed by the Company on the customer's premises. At the end of the contract term, the customer has an option to purchase the CNG Fueling Station for a fixed amount. The cost of the CNG Fueling Station was recorded to Property, plant, and equipment and is being depreciated over the contract term.
Legal Matters
The Company is involved in various claims arising in the normal course of business. Management believes that the outcome of these claims will not have a material adverse effect on the Company's financial position, results of operations or cash flows.
Set forth below is information related to the Company’s material pending legal proceedings as of the date of this report, other than ordinary routine litigation incidental to the business.
Central Valley Project
In September 2021, an indirect subsidiary of the Company, MD, entered into a fixed-price Engineering, Procurement and Construction Contract (an “EPC Contract”) with VEC Partners, Inc. d/b/a CEI Builders (“CEI”) for the design and construction of a turn-key renewable natural gas production facility using dairy cow manure as feedstock. In December 2021, a second indirect subsidiary of the Company, VS, entered into a nearly identical EPC Contract with CEI for the design and construction of a second facility in connection with the same project. CEI’s performance under both of the EPC Contracts is fully bonded by a licensed surety.
CEI has submitted a series of change order requests seeking to increase the EPC Contract price under each contract by approximately $14 million (i.e., approximately $28 million in total), to cover cost escalations primarily arising from two events: (i) modifications to CEI’s design drawings required to meet its contracted performance guaranties, and (ii) the default of one of CEI’s major equipment manufacturers. The Company disputes responsibility for substantially all of the additional costs.
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On January 5, 2024, the Company filed a civil lawsuit captioned, MD Digester, LLC. et. al. vs. VEC Partners, Inc. et. al.; California Superior Court, County of San Joaquin; Action No. STK-CV-UCC-2024-0000185 and commenced a related arbitration proceeding in order to obtain a formal determination on the claims, AAA Case No. 01-24-0000-0775. The Superior Court Action will be stayed, pending an award in the AAA proceeding. The AAA proceeding has not been set for hearing. The Company and CEI and have each nominated one arbitrator (each, a “Party-selected Arbitrator”) and a third arbitrator was appointed by the Party-selected Arbitrators to chair the panel. As a result of the procedural status of these matters, no discovery has occurred.
The EPC Contract requires that CEI, continue working during the course of the litigation and related arbitration proceedings; however, CEI effectively stopped working. On June 26, 2024, MD issued a Notice of Default and Demand to Cure to CEI. CEI failed to do so, and on July 30, 2024, MD terminated CEI for default. MD has notified CEI’s bond surety of the termination and demanded that it perform under the bond.
On July 11, 2024, VS issued a Notice of Default and Demand to Cure, advising CEI of its defaults and giving it an opportunity to cure. CEI’s cure period has not expired and the Company is hopeful that CEI will so cure. However, if no cure is achieved, VS intends to assess all of its options for next steps, up to and including termination of CEI and demanding performance under the applicable bond.
The Company believes its claims against CEI have substantial merit, and intends to prosecute its claims vigorously. However, due to the incipient stage of the litigation and related arbitration, the recency of the termination, and the ongoing status of the proceedings and discussions with the bond surety, as well as the uncertainties involved in all litigation and arbitration, the Company does not believe it is reasonably estimable at this time to assess the likely outcome of the litigation and related arbitration, the timing of its resolution, or its ultimate impact, if any, on the Central Valley projects or the Company's business, financial condition or results of operations.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
In this Management's Discussion and Analysis of Financial Condition and Results of Operations section, references to "OPAL", "we", "us", "our", and the "Company" refer to OPAL Fuels Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in conjunction with the Company's unaudited condensed consolidated financial statements as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023, and the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K, which was filed with the SEC on March 15, 2024. In addition to historical information, this discussion and analysis includes certain forward-looking statements which reflect our current expectations. The Company's actual results may materially differ from these forward-looking statements.
Overview
The Company is a vertically integrated leader in the capture and conversion of biogas into low carbon intensity renewable natural gas (RNG) and Renewable Power. OPAL Fuels is also a leader in the marketing and distribution of RNG to heavy duty trucking and other hard to de-carbonize industrial sectors. RNG is chemically identical to the natural gas used for cooking, heating homes and fueling natural gas engines, but it is produced by recycling harmful methane emissions created by decaying organic waste. We have participated in the biogas-to-energy industry for over 25 years.
Biogas is generated by microbes as they break down organic matter in the absence of oxygen. Biogas is comprised of non-fossil waste gas, with high concentrations of methane, which is the primary component of RNG and the source for combustion utilized by Renewable Power plants to generate electricity. Biogas can be collected and processed to remove impurities for use as RNG (a form of high-Btu fuel) and injected into existing natural gas pipelines as it is fully interchangeable with fossil natural gas. Partially treated biogas can be used directly in heating applications (as a form of medium-Btu fuel) or in the production of Renewable Power. Our principal sources of biogas are (i) landfill gas, which is produced by the decomposition of organic waste at landfills, and (ii) dairy manure, which is processed through anaerobic digesters to produce the biogas.
We also design, develop, construct, operate and service Fueling Stations for trucking fleets across the country that use natural gas to displace diesel as their transportation fuel. We have participated in the alternative vehicle fuels industry for approximately 13 years and have established an expanding network of Fueling Stations for dispensing RNG. In addition, we have recently begun implementing design, development, and construction services for hydrogen fueling stations, and we are pursuing opportunities to diversify our sources of biogas to other waste streams.
As of June 30, 2024, we owned and operated 24 projects, nine of which are RNG projects and 15 of which are Renewable Power projects. As of that date, our RNG projects in operation had a design capacity of 5.2 million MMBtus per year and our Renewable Power projects in operation had a nameplate capacity of 105.8 MW per hour. In addition to these projects in operation, we are actively pursuing expansion of our RNG-generating capacity and, accordingly, have a portfolio of RNG projects in construction as well as a portfolio of projects in development, with six of our current Renewable Power projects being considered candidates for conversion to RNG projects in the foreseeable future.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our interim unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and the rules and regulations of the SEC, which apply to interim financial statements. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues, expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.
Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting policies, because they generally involve a comparatively higher degree of judgment in their application. For a detailed description of all our accounting policies, see Note 2. Summary of Significant Accounting Policies, to our condensed consolidated financial statements included herein and the section titled “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, 2023.
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Use of Estimates
The preparation of the 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, 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 relate to the useful lives of property, plant and equipment, the value of stock-based compensation and the fair value of derivatives including warrant liabilities, earnout liabilities, put option on a forward purchase agreement, interest rate swaps and commodity swap contracts. Actual results could differ from those estimates.
Key Factors and Trends Influencing our Results of Operations
The principal factors affecting our results of operations and financial condition are the markets for RNG, Renewable Power, and associated Environmental Attributes, and access to suitable biogas production resources. Additional factors and trends affecting our business are discussed in "Risk Factors" elsewhere in this report.
Market Demand for RNG
Demand for our converted biogas and associated Environmental Attributes, including RINs and LCFS credits, is heavily influenced by United States federal and state energy regulations together with commercial interest in renewable energy products. Markets for RINs and LCFS credits arise from regulatory mandates that require refiners and blenders to incorporate renewable content into transportation fuels. The EPA annually sets proposed renewable volume obligations ("RVOs") for D3 (cellulosic biofuel with a 60% greenhouse gas (“GHG”) reduction requirement) RINs in accordance with the mandates established by the Energy Independence and Security Act of 2007. In June 2023, the EPA set RVOs for 2023 through 2025 via a new Set rule. This 3 year RVO is expected to reduce volatility in RIN pricing for the associated period. On the state level, the economics of RNG are enhanced by low-carbon fuel initiatives, particularly well-established programs in California and Oregon (with several other states also actively considering LCFS initiatives similar to those in California, Washington and Oregon). Federal and state regulatory developments could result in significant future changes to market demand for the RINs and LCFS credits we produce. This would have a corresponding impact to our revenue, net income, and cash flow.
Transportation, including heavy-duty trucking, generates approximately 30% of overall CO₂ and other climate-harming GHG emissions in the United States, and transitioning this sector to low and negative carbon fuels is a critical step towards reducing overall global GHG emissions. The adoption rate of RNG-powered vehicles by commercial transportation fleets will significantly impact demand for our products.
We are also exposed to the commodity prices of natural gas and diesel, which serve as alternative fuel for RNG and therefore impact the demand for RNG.
Renewable Power Markets
We also generate revenues from sales of Renewable Power generated by our biogas-to-Renewable Power projects, and associated ISCC Carbon Credits and RECs. ISCC Carbon Credits and RECs exist because of legal and governmental regulatory requirements in Europe and the United States, respectively, and a change in law or in governmental policies concerning Renewable Power, LFG, or ISCC Carbon Credits or RECs could affect the market for, and the pricing of, such power and credits.
We periodically evaluate opportunities to convert existing Renewable Power projects to RNG production. We have been negotiating with several of our landfill and Renewable Power counterparties to enter into arrangements that would enable the LFG resource to produce RNG. Changes in the price we receive for Renewable Power, associated ISCC Carbon Credits and RECs, together with the revenue opportunities and conversion costs associated with converting our LFG sites to RNG production, could have a significant impact on our future profitability.
Regulatory landscape
We operate in an industry that is subject to and currently benefits from environmental regulations. Government policies can increase demand for our products by providing incentives to purchase RNG and Environmental Attributes. These government policies are modified and in flux constantly and any adverse changes to these policies could have a material effect the demand for our products. For more information, see the risk factor in our Annual Report on Form 10-K
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for the year ended December 31, 2023 titled "The financial performance of our business depends upon tax and other government incentives for the generation of RNG and Renewable Power, any of which could change at any time and such changes may negatively impact our growth strategy." Government regulations have become increasingly stringent and complying with changes in regulations may result in significant additional operating expenses.
Seasonality
We experience seasonality in our results of operations. Sale of RNG may be impacted by higher consumption by some of our customers during summer months. Additionally, the price of RNG is higher during the fall and winter months due to increase in overall demand for natural gas during the winter months. Revenues generated from our renewable electricity projects in the northeast U.S., all of which sell electricity at market prices, are affected by warmer and colder weather, and therefore a portion of our quarterly operating results and cash flows are affected by pricing changes due to regional temperatures. These seasonal variances are managed in part by certain off-take agreements at fixed prices.
Key Components of Our Results of Operations
We generate revenues from the sale of RNG Fuel, Renewable Power, and associated Environmental Attributes, as well as from the construction, fuel supply, and servicing of Fueling Stations for commercial transportation vehicles using natural gas to power their fleets. These revenue sources are presented in our condensed consolidated statements of operations under the following captions:
•RNG Fuel. The RNG Fuel segment includes RNG supply as well as the associated generation and sale of commodity natural gas and environmental credits, and consists of:
◦RNG Production Facilities – the design, development, construction, maintenance and operation of facilities that convert raw biogas into pipeline quality natural gas; and
◦Our interests in both operating and construction projects.
•Fuel Station Services. Through its Fuel Station Services segment, we provide 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:
◦Manufacturing division that builds compact fueling systems and defueling systems;
◦Design/Build contracts where the Company serves as general contractor for construction of Fueling Stations, typically structured as Guarantee Maximum Price or fixed priced contracts for customers, generally lasting less than one year;
◦Service and maintenance contracts for RNG/CNG Fueling Stations; and
◦RNG and CNG Fuel Dispensing Stations - This includes both the dispensing (or sale) of RNG, CNG, and environmental credit generation and monetization. We operate Fueling Stations that dispense both CNG and RNG fuel for vehicles.
•Renewable Power Portfolio. The Renewable Power segment generates Renewable Power and associated Environmental Attributes such as ISCC Carbon Credits and RECs through combustion of biogas from landfills which is then sold to public utilities throughout the United States.
Our costs of sales associated with each revenue category are as follows:
•RNG Fuel. Includes royalty payments to biogas site owners for the biogas we use; service provider costs; salaries and other indirect expenses related to the production process, utilities, transportation, storage, and insurance; and depreciation of production facilities.
•Fuel Station Services. Includes equipment supplier costs; service provider costs; and salaries and other indirect expenses.
•Renewable Power. Includes land usage costs; service provider costs; salaries and other indirect expenses related to the production process; utilities; and depreciation of production facilities.
Selling, general, and administrative expense consists of costs involving corporate overhead functions, including the cost of services provided to us by an affiliate, and marketing costs.
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Depreciation and amortization primarily relate to depreciation associated with property, plant, and equipment and amortization of acquired intangibles arising from PPAs and interconnection contracts. We are in the process of expanding our RNG and Renewable Power production capacity and expect depreciation costs to increase as new projects are placed into service.
Concentration of customers and associated credit risk
The following table summarizes the percentage of consolidated accounts receivable, net by customers that equal or exceed 10% of the consolidated accounts receivable, net as of June 30, 2024 and December 31, 2023. No other single customer accounted for 10% or greater of our consolidated accounts receivables in these periods:
| June 30, 2024 | December 31, 2023 | |||||||||||||
Customer A (1) | 38 | % | 40 | % | ||||||||||
Customer B | 15 | % | 14 | % | ||||||||||
(1) Relates to sales of Environmental Attributes under Purchase and Sale agreement with NextEra.
The following table summarizes the percentage of consolidated revenues from customers that equal 10% or greater of the consolidated revenues in the period. No other single customer accounted for more than 10% of consolidated revenues in these periods:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
Customer A | 38 | % | 24 | % | 38 | % | 21 | % | ||||||||||||||||||
Customer B | 15 | % | 14 | % | 15 | % | 14 | % | ||||||||||||||||||
| Customer C | — | % | — | % | — | % | 10 | % | ||||||||||||||||||
Results of Operations for the three and six months ended June 30, 2024 and 2023:
Operational data
The following table summarizes the operational data achieved for the three and six months ended June 30, 2024 and 2023:
Landfill RNG Facility Capacity and Utilization Summary
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
Landfill RNG Facility Capacity and Utilization(1)(2)(3)(4) | ||||||||||||||||||||||||||
Design Capacity (Million MMBtus) | 1.5 | 0.9 | 2.8 | 1.8 | ||||||||||||||||||||||
| Volume of Inlet Gas (Million MMBtus) | 1.1 | 0.7 | 2.1 | 1.4 | ||||||||||||||||||||||
Inlet Design Capacity Utilization (%) | 74 | % | 79 | % | 77 | % | 77 | % | ||||||||||||||||||
RNG Fuel volume produced (Million MMBtus) | 0.9 | 0.6 | 1.7 | 1.2 | ||||||||||||||||||||||
Utilization of Inlet Gas (%) (5) | 82 | % | 86 | % | 81 | % | 86 | % | ||||||||||||||||||
(1) Design Capacity for RNG facilities is measured as the volume of feedstock biogas that the facility is capable of accepting at the inlet and processing during the associated period. Design Capacity is presented as OPAL’s ownership share (i.e., net of joint venture partners’ ownership) of the facility and is calculated based on the number of days in the period. New facilities that come online during a quarter are pro-rated for the number of days in commercial operation.
(2) Inlet Design Capacity Utilization is measured as the Volume of Inlet Gas for a period, divided by the total Design Capacity for such period. The Volume of Inlet Gas varies over time depending on, among other factors, (i) the quantity and quality of waste deposited at the landfill, (ii) waste management practices by the landfill, and (iii) the construction, operations and maintenance of the landfill gas collection system used to recover the landfill gas. The Design Capacity for each facility will typically be correlated to the amount of
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landfill gas expected to be generated by the landfill during the term of the related gas rights agreement. The Company expects Inlet Design Capacity Utilization to be in the range of 75-85% on an aggregate basis over the next several years. Typically, newer facilities perform at the lower end of this range and demonstrate increasing utilization as they mature and the biogas resource increases at open landfills.
(3) Utilization of Inlet Gas is measured as RNG Fuel Volume Produced divided by the Volume of Inlet Gas. Utilization of Inlet Gas varies over time depending on availability and efficiency of the facility and the quality of landfill gas (i.e., concentrations of methane, oxygen, nitrogen, and other gases). The Company generally expects Utilization of Inlet Gas to be in the range of 80% to 90%.
(4) Data not available for the Company's dairy projects, i.e., Sunoma and Biotown.
(5) Utilization of Inlet Gas (%) is lower for the three and six months ended June 30, 2024 primarily due to Emerald RNG project which is in the start up phase as it commenced operations in the fourth quarter of 2023.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Renewable Power | ||||||||||||||||||||||||||
Nameplate Capacity (MW per hour)(1) | 105.8 | 112.5 | 105.8 | 112.5 | ||||||||||||||||||||||
Nameplate Capacity for the period (Millions MWh) (1) | 0.23 | 0.24 | 0.50 | 0.50 | ||||||||||||||||||||||
Renewable Power produced (Millions MWh) | 0.09 | 0.11 | 0.17 | 0.23 | ||||||||||||||||||||||
Design Capacity Utilization (%) (2) | 38 | % | 47 | % | 37 | % | 48 | % | ||||||||||||||||||
(1) Nameplate Capacity for Renewable Power facilities is the manufacturer’s expected capacity at ISO conditions for each facility and may not reflect actual production from the projects, which depends on many variables including, but not limited to, (i) quantity and quality of the biogas, (ii) operational up-time of the facility, including dispatch and maintenance downtime and (iii) actual efficiency of the facility.
(2) Nameplate Capacity Utilization for Renewable Power facilities is measured as Renewable Power Produced divided by Design Capacity for the period. Given (i) built-in un-utilized capacity from historical designs, (ii) availability (a function of higher maintenance requirements compared to RNG facilities) and (iii) commencement of operations of the Emerald RNG facility, which will result in low levels of dispatch for the Arbor Hills facility (which will operate on a standby basis but remain in the operating portfolio), the Company’s Design Capacity Utilization is expected to remain below 50%.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
RNG Fuel volume produced (Million MMBtus) | 0.9 | 0.6 | 1.7 | 1.2 | ||||||||||||||||||||||
RNG Fuel volume sold (Million GGEs) | 18.7 | 11.0 | 35.1 | 19.3 | ||||||||||||||||||||||
Total volume delivered (Million GGEs) | 36.6 | 35.5 | 71.6 | 67.9 | ||||||||||||||||||||||
RNG projects
Below is a table setting forth the RNG projects in operation and construction in our portfolio as of June 30, 2024:
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OPAL's Share of Design capacity (MMBtus per year) (1) | Source of biogas | Ownership (2) | Expected Commercial Operation Date (5) | |||||||||||
| RNG projects in operation: | ||||||||||||||
| Greentree | 1,061,712 | LFG | 100% | N/A | ||||||||||
| Imperial | 1,061,712 | LFG | 100% | N/A | ||||||||||
Emerald (2) | 1,327,140 | LFG | 50% | N/A | ||||||||||
| New River | 663,570 | LFG | 100% | N/A | ||||||||||
Noble Road (2) | 464,499 | LFG | 50% | N/A | ||||||||||
Pine Bend (2) | 424,685 | LFG | 50% | N/A | ||||||||||
Biotown (2) | 48,573 | Dairy | 10% | N/A | ||||||||||
Sunoma (3) | 192,350 | Dairy | 90% | N/A | ||||||||||
Prince William (4) | 1,725,282 | LFG | 100% | N/A | ||||||||||
| Sub total | 6,969,523 | |||||||||||||
| RNG projects in construction: | ||||||||||||||
Hilltop (6) | 255,500 | Dairy | 100% | See Footnote 6 | ||||||||||
Vander Schaaf (6) | 255,500 | Dairy | 100% | See Footnote 6 | ||||||||||
| Polk County | 1,060,000 | LFG | 100% | Fourth quarter 2024 | ||||||||||
Sapphire (2) | 796,284 | LFG | 50% | Third quarter 2024 | ||||||||||
Atlantic (2) | 331,785 | LFG | 50% | Third quarter 2025 | ||||||||||
Cottonwood (7) | 664,884 | LFG | 100% | See Footnote 7 | ||||||||||
| Sub total | 3,363,953 | |||||||||||||
| Total | 10,333,476 | |||||||||||||
(1) Reflects the Company’s ownership share of design capacity for projects that are not 100% owned by the Company (i.e., net of joint venture partners’ ownership). Design capacity is measured as the volume of feedstock biogas that the plant is capable of accepting at the inlet and processing and may not reflect actual production of RNG from the projects, which will depend on many variables including, but not limited to, (i) quantity and quality of the biogas, (ii) operational up-time of the facility and (iii) actual efficiency of the facility.
(2) We record our ownership interests in these projects as equity method investments in our consolidated financial statements.
(3) This project has provisions that will adjust or “flip” the percentage of distributions to be made to us over time, typically triggered by achievement of hurdle rates that are calculated as internal rates of return on capital invested in the project.
(4) Prince William commenced the start-up phase of operations in April 2024.
(5) Expected Commercial Operation Date (“COD”) for commencement of the RNG projects in construction is based on the Company’s estimate as of the date of this report. CODs are estimates and are subject to change as a result of, among other factors out of the Company’s control: (i) regulatory/permitting approval timing, (ii) disruption in supply chains and (iii) construction timing.
(6) Please see Part II, Item 1: Legal Proceedings and Note 17 - Commitments and Contingencies to the financial statements.
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(7) The construction of the Cottonwood project began in the second quarter of 2024 and is expected to be completed on a time frame consistent with our other RNG projects - approximately 18-20 months.
Renewable Power Projects
Below is a table setting forth the Renewable Power projects in operation in our portfolio:
Nameplate capacity (MW per hour) (1) | Current RNG conversion candidate (2) | |||||||
| Renewable Power Projects in operation: | ||||||||
| Sycamore | 5.2 | Yes | ||||||
| Lopez | 3.0 | — | ||||||
| Miramar Energy | 3.2 | Yes | ||||||
| San Marcos | 1.8 | — | ||||||
| Santa Cruz | 1.6 | — | ||||||
| San Diego - Miramar | 6.5 | Yes | ||||||
| West Covina | 6.5 | — | ||||||
| Port Charlotte | 2.9 | — | ||||||
| Taunton | 3.6 | — | ||||||
Arbor Hills (3) | 28.9 | N/A | ||||||
| C&C | 6.3 | Yes | ||||||
| Albany | 5.9 | — | ||||||
| Concord and CMS | 14.4 | Yes | ||||||
| Pioneer | 8.0 | — | ||||||
| Old Dominion | 8.0 | Yes | ||||||
| Total | 105.8 | |||||||
| Renewable Power projects in construction: | ||||||||
Fall River (4) | 2.4 | — | ||||||
(1) Nameplate capacity is the manufacturer’s expected capacity at ISO conditions for each facility and may not reflect actual production from the projects, which depends on many variables including, but not limited to, (i) quantity and quality of the biogas, (ii) operational up-time of the facility and (iii) actual productivity of the facility.
(2) We have determined that some of our Renewable Power projects are currently RNG conversion candidates. The Company identifies suitable RNG conversion candidates based on highest return of capital which is driven by certain factors including, but not limited to (i) the quantity and quality of LFG, (ii) the proximity to pipeline interconnect and (iii) the ability to enter into contracts, including site leases and gas rights agreements, with host sites. The Company may change its decision to convert a Renewable Power Project into an RNG project in the future. The Company believes disclosing Renewable Power conversion candidates provides visibility into the effect of those conversions on the existing Renewable Power portfolio.
(3) Although the RNG conversion is completed, it is currently contemplated that the Arbor Hills Renewable Power plant will continue limited operations on a stand-by, emergency basis through March of 2031.
(4) It is expected to complete construction in the fourth quarter of 2024.
Comparison of the Three and Six Months Ended June 30, 2024 and 2023
The following table presents the period-over-period change for each line item in the Company's statement of operations for the three and six months ended June 30, 2024 and 2023.
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| Three Months Ended June 30, | $ Change | % Change | Six Months Ended June 30, | $ Change | % Change | |||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||||||||||||||||||||
RNG Fuel | $ | 19,445 | $ | 10,631 | $ | 8,814 | 83 | % | $ | 37,172 | $ | 17,380 | $ | 19,792 | 114 | % | ||||||||||||||||||||||||||||||||||
Fuel Station Services | 39,257 | 29,956 | 9,301 | 31 | % | 76,399 | 50,784 | 25,615 | 50 | % | ||||||||||||||||||||||||||||||||||||||||
| Renewable Power | 12,248 | 14,455 | (2,207) | (15) | % | 22,331 | 29,835 | (7,504) | (25) | % | ||||||||||||||||||||||||||||||||||||||||
| Total revenues | 70,950 | 55,042 | 15,908 | 29 | % | 135,902 | 97,999 | 37,903 | 39 | % | ||||||||||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of sales - RNG Fuel | 8,321 | 7,609 | (712) | (9) | % | 16,659 | 14,153 | (2,506) | (18) | % | ||||||||||||||||||||||||||||||||||||||||
Cost of sales - Fuel Station Services | 30,938 | 27,476 | (3,462) | (13) | % | 61,273 | 47,768 | (13,505) | (28) | % | ||||||||||||||||||||||||||||||||||||||||
Cost of sales - Renewable Power | 8,899 | 8,761 | (138) | (2) | % | 18,157 | 17,139 | (1,018) | (6) | % | ||||||||||||||||||||||||||||||||||||||||
Project development and startup costs | 2,935 | 1,115 | (1,820) | (163) | % | 3,720 | 2,998 | (722) | (24) | % | ||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative | 13,699 | 12,823 | (876) | (7) | % | 26,860 | 26,391 | (469) | (2) | % | ||||||||||||||||||||||||||||||||||||||||
| Depreciation, amortization, and accretion | 4,269 | 3,628 | (641) | (18) | % | 7,980 | 7,195 | (785) | (11) | % | ||||||||||||||||||||||||||||||||||||||||
(Income) loss from equity method investments | (3,800) | 998 | 4,798 | 481 | % | (8,006) | 293 | 8,299 | 2832 | % | ||||||||||||||||||||||||||||||||||||||||
| Total expenses | 65,261 | 62,410 | (2,851) | 5 | % | 126,643 | 115,937 | (10,706) | 9 | % | ||||||||||||||||||||||||||||||||||||||||
Operating income (loss) | 5,689 | (7,368) | 13,057 | 177 | % | 9,259 | (17,938) | 27,197 | 152 | % | ||||||||||||||||||||||||||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest and financing expense, net | (4,989) | (956) | (4,033) | (422) | % | (8,950) | (1,597) | (7,353) | (460) | % | ||||||||||||||||||||||||||||||||||||||||
| Loss on debt extinguishment | — | (1,895) | 1,895 | 100 | % | — | (1,895) | 1,895 | 100 | % | ||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivative instruments, net | 776 | 1,160 | (384) | (33) | % | 1,179 | 5,093 | (3,914) | (77) | % | ||||||||||||||||||||||||||||||||||||||||
| Other income | 432 | 123,109 | (122,677) | (100) | % | 1,097 | 123,041 | (121,944) | (99) | % | ||||||||||||||||||||||||||||||||||||||||
| Net income (loss) before provision for income taxes | 1,908 | 114,050 | (112,142) | (98) | % | 2,585 | 106,704 | (104,119) | (98) | % | ||||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | — | — | — | — | % | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 1,908 | 114,050 | (112,142) | (98) | % | 2,585 | 106,704 | (104,119) | (98) | % | ||||||||||||||||||||||||||||||||||||||||
Net (loss) income attributable to redeemable non-controlling interests | (753) | 93,460 | (94,213) | (101) | % | (2,380) | 85,227 | (87,607) | (103) | % | ||||||||||||||||||||||||||||||||||||||||
Net income (loss) attributable to non-redeemable non-controlling interests | 196 | (183) | 379 | 207 | % | 198 | (480) | 678 | 141 | % | ||||||||||||||||||||||||||||||||||||||||
| Paid-in-kind preferred dividends | 2,618 | 2,849 | (231) | (8) | % | 5,236 | 5,612 | (376) | (7) | % | ||||||||||||||||||||||||||||||||||||||||
Net (loss) income attributable to Class A common stockholders | (153) | 17,924 | (18,077) | (101) | % | (469) | 16,345 | (16,814) | (103) | % | ||||||||||||||||||||||||||||||||||||||||
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Revenues
| (in thousands) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | $ Change | 2024 | 2023 | $ Change | |||||||||||||||||||||||||||||||||
| RNG Fuel | ||||||||||||||||||||||||||||||||||||||
| Brown gas sales | $ | 909 | $ | 787 | $ | 122 | $ | 1,908 | $ | 2,305 | $ | (397) | ||||||||||||||||||||||||||
Environmental Attributes (1) | 18,224 | 9,753 | 8,471 | 34,560 | 14,949 | 19,611 | ||||||||||||||||||||||||||||||||
| Other | 312 | 91 | 221 | 704 | 126 | 578 | ||||||||||||||||||||||||||||||||
| Total RNG Fuel | 19,445 | 10,631 | 8,814 | 37,172 | 17,380 | 19,792 | ||||||||||||||||||||||||||||||||
| Fuel Station Services | ||||||||||||||||||||||||||||||||||||||
| OPAL owned stations | 5,795 | 3,278 | 2,517 | 11,170 | 7,462 | 3,708 | ||||||||||||||||||||||||||||||||
RNG marketing (1) | 18,988 | 6,438 | 12,550 | 34,542 | 10,833 | 23,709 | ||||||||||||||||||||||||||||||||
| Third party station service and maintenance | 5,962 | 5,087 | 875 | 11,192 | 10,219 | 973 | ||||||||||||||||||||||||||||||||
| Construction | 8,512 | 15,153 | (6,641) | 19,495 | 22,270 | (2,775) | ||||||||||||||||||||||||||||||||
| Total Fuel Station Services | 39,257 | 29,956 | 9,301 | 76,399 | 50,784 | 25,615 | ||||||||||||||||||||||||||||||||
| Renewable Power | ||||||||||||||||||||||||||||||||||||||
| Electricity sales | $ | 7,091 | $ | 8,656 | $ | (1,565) | $ | 13,386 | $ | 18,590 | $ | (5,204) | ||||||||||||||||||||||||||
Environmental Attributes (2) | 5,157 | 5,799 | (642) | 8,945 | 11,245 | (2,300) | ||||||||||||||||||||||||||||||||
| Total Renewable Power | 12,248 | 14,455 | (2,207) | 22,331 | 29,835 | (7,504) | ||||||||||||||||||||||||||||||||
| Total Revenues | $ | 70,950 | $ | 55,042 | $ | 15,908 | $ | 135,902 | $ | 97,999 | $ | 37,903 | ||||||||||||||||||||||||||
(1) Revenues from Environmental Attributes in the RNG Fuel segment relate to revenues earned from sales of RINs and LCFSs. Revenues from RNG marketing in the Fuel Station Services segment relate to fees associated with generation and sales of RINs and LCFSs.
(2) Revenues from Environmental Attributes in the Renewable Power segment include revenues earned from sales of ISCC Carbon Credits and RECs.
RNG Fuel
Revenue from RNG Fuel increased by $8.8 million or 83% for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily from a $4.0 million increase from higher volume of sales of RINs, $2.0 million from higher volume of LCFSs sales and a $2.5 million increase from higher RIN pricing compared to the same period prior year.
Revenue from RNG Fuel increased by $19.8 million, or 114%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to an increase of $9.3 million from higher volumes of RINs sold as the Company made a decision to hold the RINs as inventory at hand in 2023, $8.0 million due to higher RIN pricing year over year after the EPA Set Rule was finalized in the second half of 2023, $2.3 million from the sale of LCFSs and an $0.6 million increase in management fees earned from providing services to equity method entities offset by lower brown gas sales due to a decrease in volumes year over year.
Fuel Station Services
Revenue from Fuel Station Services increased by $9.3 million, or 31%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to an increase in revenues from RIN and LCFS minting services of $5.0 million from higher volumes (Emerald, Biotown), a $7.1 million increase in third party RIN sales due to increases in volumes and RIN pricing, a $0.6 million increase in third party sales of LCFSs, an increase of $2.5 million in brown gas sales due to increases in price and volumes, a $0.8 million increase from service revenues offset by a decrease in construction revenues of $6.7 million.
Revenue from Fuel Station Services increased by $25.6 million, or 50%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to an increase in revenues from RIN and LCFS minting services of $9.9 million from higher volumes from new supply from facilities coming online (Emerald, Biotown),
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a $13.3 million increase in third party RIN sales due to increases in volumes and RIN pricing, an $0.7 million increase in third party sales of LCFSs, an increase of $3.7 million in brown gas sales due to increases in price volumes, $1.0 million increase from service revenues offset by decrease in construction revenues of $2.8 million.
Renewable Power
Revenue from Renewable Power decreased by $2.2 million, or 15%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to loss of revenues of $1.3 million from the conversion of two of our Renewable Power facilities into RNG facilities, $1.3 million from decrease in electricity pricing year over year, an $0.6 million decrease in revenues from sale of ISCC carbon credits offset by increase of $1.0 million revenues from higher volumes at one of our Renewable Power facilities.
Revenue from Renewable Power decreased by $7.5 million, or 25%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This change was attributable primarily to loss of revenues of $2.9 million from the conversion of two of our Renewable facilities into RNG facilities and planned shut down of one of our facilities, $2.3 million of lower revenues from sale of ISCC Carbon Credits and RECs, $2.5 million from decrease in electricity pricing offset by higher volumes.
Cost of sales
RNG Fuel
Cost of sales from RNG Fuel increased by $0.7 million, or 9%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to Prince William coming online in second quarter of 2024.
Cost of sales from RNG Fuel increased by $2.5 million, or 18%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to a $1.0 million increase from royalties on higher environmental credit sales, $0.7 million from Prince William coming online in second quarter of 2024, and an $0.8 million increase in operating expenses such as consumables, gas flare expenses and routine maintenance in the current year compared to prior year.
Fuel Station Services
Cost of sales from Fuel Station Services increased by $3.5 million, or 13%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to an increase of $8.8 million in higher dispensing fees due to higher environmental credit sales offset by savings of $5.5 million in equipment, parts and construction costs, which are in line with the decrease in construction revenues.
Cost of sales from Fuel Station Services increased by $13.5 million, or 28%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to an increase of $15.4 million in higher dispensing fees due to higher environmental credit sales offset by savings of $2.3 million in equipment, parts and construction costs, in line with the decrease in construction revenues.
Renewable Power
Cost of sales from Renewable Power increased by $0.1 million, or 2%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023.
Cost of sales from Renewable Power increased by $1.0 million, or 6%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to an increase in major maintenance costs and unplanned maintenance at one of our Renewable Power facilities offset by savings from conversion of two of our Renewable Power facilities into RNG facilities and lower royalties and non labor costs.
Project development and startup costs
Project development and startup costs increased by $1.8 million, or 163%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to virtual pipeline costs for Prince William offset by deconsolidation of Emerald and Sapphire in the second quarter of 2023.
Project development and startup costs increased by $0.7 million, or 24%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to virtual pipeline costs for Prince William offset by deconsolidation of Emerald and Sapphire in the second quarter of 2023.
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Selling, general, and administrative
Selling, general, and administrative expenses increased by a total of $0.9 million, or 7%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to an increase of $0.5 million in compensation expense and $0.4 million in corporate expenses such as marketing and professional fees.
Selling, general, and administrative expenses increased by a total of $0.5 million, or 2%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to an increase in compensation costs.
Depreciation, amortization, and accretion
Depreciation, amortization, and accretion marginally increased by a total of $0.6 million, or 18%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to depreciation expense on Prince William which became operational in the second quarter of 2024.
Depreciation, amortization, and accretion marginally increased by a total of $0.8 million, or 11%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to depreciation expense on Prince William which became operational in the second quarter of 2024.
Income (loss) from equity method investments
Net income attributable to equity method investments increased by $4.8 million, or 481%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily attributable to Emerald coming online in the second half of 2023 and higher net income from Pine and Noble Road.
Net income attributable to equity method investments increased by $8.3 million or 2832% for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily attributable to Emerald coming online in the second half of 2023 and higher net income from Pine and Noble Road.
Interest and financing expense, net
Interest and financing expenses, net increased by $4.0 million, or 422%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to an increase of $3.5 million in interest expense on the OPAL Term Loan due after the refinancing in third quarter of 2023 resulting in higher borrowing and lower capitalized interest, an $0.3 million increase in amortization of deferred financing costs, and higher interest on finance leases.
Interest and financing expenses, net increased by $7.4 million, or 460%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to an increase of $6.3 million in interest expense on the OPAL Term Loan due after the refinancing in third quarter of 2023 resulting in higher outstanding debt balance and lower capitalized interest, a $1.1 million increase in commitment fees and other fees, an $0.6 million increase in interest on finance leases and amortization of deferred financing costs, $0.8 million of lower interest income offset by savings of $1.1 million of interest on a convertible note payable which was repaid in full in the third quarter of 2023 and savings of $0.3 million of interest on the Senior Secured Credit Facility as the loan was repaid in full in first quarter of 2023.
Loss on debt extinguishment
On May 30, 2023, OPAL Intermediate Holdco 2 assigned to Paragon its rights and obligations under the 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 was no loss on debt extinguishment for the three and six months ended June 30, 2024.
Change in fair value of derivatives, net
Change in fair value of derivatives, net decreased by $0.4 million, or 33%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily attributable to $0.8 million of gain recorded on termination of interest rate swaps in June 2023 offset by $0.4 million of lower gain on earnout liabilities in June 2024.
Change in fair value of derivatives, net decreased by $3.9 million, or 77%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily attributable to $3.4 million lower gain on earnout
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liabilities year over year, an $0.8 million gain recorded on termination of interest rate swaps in 2023 offset by $0.3 million of lower loss on a put option.
Other income
Other income decreased by $122.7 million, or 100%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily attributable to $122.9 million gain recorded on deconsolidation of Emerald and Sapphire in 2023 offset by $0.3 million higher gain on transfer of non-financial assets to a vendor.
Other income decreased by $121.9 million, or 99%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily attributable to $122.9 million gain recorded on deconsolidation of VIEs in 2023, offset by $0.7 million higher gain on transfer of non-financial assets to a vendor, and $0.3 million lower loss on warrant exchange compared to prior year.
Net (loss) income attributable to redeemable non-controlling interests
Net income attributable to redeemable non-controlling interests decreased by $94.2 million, or 101%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The net income for the three months ended June 30, 2024 and 2023 reflects the portion of earnings belonging to OPAL Fuels equity holders. The decrease is primarily attributable to lower net income in the current period compared to the same prior-year period.
Net (loss) income attributable to redeemable non-controlling interests decreased by $87.6 million, or 103%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023, and reflects the portion of earnings belonging to OPAL Fuels equity holders. The decrease is primarily attributable to lower net income in the current period compared to the same prior-year period.
Net income (loss) attributable to non-redeemable non-controlling interests
Net income (loss) attributable to non-redeemable non-controlling interests increased by $0.4 million, or 207%, for the three months ended June 30, 2024 compared to three months ended June 30, 2023. This reflects the joint venture partners' income (loss) in certain RNG facilities in which we sold a portion of our ownership interests but are consolidated in our financial statements. These entities for the three months ended June 30, 2024 were Sunoma and Central Valley. The entities for the three months ended June 30, 2023 were Sunoma, Central Valley and two months of Emerald and Sapphire. The increase was primarily attributable to higher net income earned by Sunoma and lower net loss upon deconsolidation of Emerald and Sapphire in May 2023.
Net income (loss) attributable to non-redeemable non-controlling interests for the six months ended June 30, 2024 increased by $0.7 million or 141%, compared to six months ended June 30, 2023. This reflects the joint venture partners' income (loss) in certain RNG facilities in which we sold a portion of our ownership interests but are consolidated in our financial statements. These entities for the six months ended June 30, 2024 were Sunoma and Central Valley. The entities for the six months ended June 30, 2023 included Sunoma and Central Valley for the full six months and Emerald and Sapphire up to May 30, 2023. The increase was primarily attributable to higher net income earned by Sunoma and lower net loss upon deconsolidation of Emerald and Sapphire in May 2023.
Dividends on redeemable preferred non-controlling interests
Redeemable preferred non-controlling interests decreased by $0.2 million for the three months ended June 30, 2024 compared to three months ended June 30, 2023. They carry an 8% dividend payable quarterly. This decrease is primarily due to lower interest accrued on paid-in-kind interest in the current period compared to the same prior-year period as the dividends are being paid quarterly instead of being paid-in-kind.
Redeemable preferred non-controlling interests decreased by $0.4 million for the six months ended June 30, 2024 compared to six months ended June 30, 2023. They carry an 8% dividend payable quarterly. This decrease is primarily due to lower interest accrued on paid-in-kind interest in the current period compared to the same prior-year period as the dividends are being paid quarterly instead of being paid-in-kind.
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Liquidity and Capital Resources
Liquidity
As of June 30, 2024, our liquidity consisted of cash and cash equivalents including restricted cash of $22.4 million and $8.6 million of short term investments. Additionally, we have availability of $238.4 million under the delayed draw term loan and $36.3 million under the revolver facility under the OPAL Term Loan.
We expect that our available cash together with our other assets, expected cash flows from operations, available lines of credit under various debt facilities and access to expected sources of capital will be sufficient to meet our existing commitments for a period of at least twelve months from the date of this report. Any reduction in demand for our products or our ability to manage our production facilities may result in lower cash flows from operations which may impact our ability to make investments and may require changes to our growth plan.
To fund future growth, we anticipate seeking additional capital through equity or debt financings. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our project development efforts. We may be unable to obtain any such additional financing on acceptable terms or at all. Our ability to access capital when needed is not assured and, if capital is not available when, and in the amounts needed, we could be required to delay, scale back or abandon some or all of our development programs and other operations, which could materially harm our business, prospects, financial condition, and operating results.
As of June 30, 2024, we had total indebtedness excluding deferred financing costs of $233.3 million in principal amount which consists of $211.6 million under the OPAL Term Loan and $21.7 million under Sunoma Loan.
As part of our operations we have arrangements for office space for our corporate headquarters under the Administrative Services Agreement as well as operating leases for office space, warehouse space, and our vehicle fleet.
We intend to make payments under our various debt instruments when due and pursue opportunities for earlier repayment and/or refinancing if and when these opportunities arise.
See Note 7. Borrowings, to our condensed consolidated financial statements.
Cash Flows
The following table presents the Company's cash flows for the six months ended June 30, 2024 and 2023:
| Six Months Ended June 30, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
Net cash provided by from operating activities | $ | 14,251 | $ | 7,786 | ||||||||||
Net cash used in from investing activities | (54,080) | (28,180) | ||||||||||||
Net cash used in provided by from financing activities | 15,036 | (29,701) | ||||||||||||
Net decrease in cash, restricted cash, and cash equivalents | $ | (24,793) | $ | (50,095) | ||||||||||
Net Cash Provided by Operating Activities
Net cash provided by operating activities for the six months ended June 30, 2024 was $14.3 million, an increase of $6.5 million compared to $7.8 million for the six months ended June 30, 2023. The increase in cash provided by operating activities was attributable to higher operating income year over year driven by increase in revenues, increase of $8.7 million from distributions from equity method investments offset by negative working capital changes.
Net Cash Used in Investing Activities
Net cash used in investing activities for the six months ended June 30, 2024 was $54.1 million, an increase of $25.9 million compared to the $28.2 million used in investing activities for the six months ended June 30, 2023. This was primarily driven by decrease in cash invested in short term investments of $46.7 million, a $4.8 million decrease in distributions from equity method investments ($8.7 million recorded as part of cash flows from operating activities), $8.6 million in contributions to equity method investments offset by a decrease in cash from deconsolidation of VIEs of $11.9 million in 2023, and lower payments made for the construction of various RNG generation and dispensing facilities of $22.3 million in 2024 compared to 2023.
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Net Cash Provided by Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2024 was 15.0 million, an increase of $44.7 million compared to the net cash used in financing activities of $29.7 million for the six months ended June 30, 2023. This increase was primarily driven by a $15.0 million increase in proceeds from the OPAL Term Loan, a decrease of $36.6 million in repayments on the Senior Secured Facility and the OPAL Term Loan facilities, a decrease of $16.4 million paid on termination of put options in 2023, offset by an increase of $7.9 million in payments of preferred dividends, a decrease in proceeds from non-controlling interests of $12.8 million, an increase of $0.8 million in repayment on the Sunoma Loan, an increase of $0.6 million in taxes paid on vesting of equity awards, and a decrease of $0.8 million in reimbursement of financing costs by a joint venture partner.
Capital expenditures and other cash commitments
We require cash to fund our capital expenditures, operating expenses and working capital and other requirements, including costs associated with fuel sales; outlays for the design and construction of new Fueling Stations and RNG production facilities; debt repayments and repurchases; maintenance of our electrification production facilities supporting our operations, including maintenance and improvements of our infrastructure; supporting our sales and marketing activities, including support of legislative and regulatory initiatives; any investments in other entities; any mergers or acquisitions, including acquisitions to expand our RNG production capacity; pursuing market expansion as opportunities arise, including geographically and to new customer markets; and to fund other activities or pursuits and for other general corporate purposes.
As of June 30, 2024, we anticipate spending approximately $237.4 million in capital expenditures for the next 12 months for projects and fuel stations currently under construction and our share of contributions in our equity method investment projects. These expenditures do not include any expected contributions from our joint venture partners and primarily relate to our development and construction of new renewable energy facilities and the purchase of equipment used in our Fueling Station services and Renewable Power operations.
In addition to the above, we also have lease commitments on our vehicle fleets and office leases and quarterly amortization payment obligations under various debt facilities. Please see Note 7. Borrowings and Note 8. Leases to our condensed consolidated financial statements for additional information.
We believe that our cash and cash equivalents on hand, anticipated cash flows from operations and our access to expected sources of capital will be sufficient to meet our anticipated funding needs. We continue to pursue additional funding opportunities for growth and streamlining of our capital structure.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is not required to provide the information required by this Item because it is a “smaller reporting company.”
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Co-Chief Executive Officers and our Interim Chief Financial Officer (our co-principal executive officers and principal financial officer, respectively), evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. The term “disclosure controls and procedures,” as defined in the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
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Based on that evaluation of our disclosure controls and procedures as required by Rules 13a-15(b) or 15d-15(b) under the Exchange Act, as of June 30, 2024, our Co-Chief Executive Officers and Interim Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective for the period covered by this report.
Changes in Internal Controls over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) was identified in the evaluation required by Rule 13a-15(d) or 15d-15(d) under the Exchange Act during the quarter ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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Part II - Other Information
Item 1. Legal Proceedings
From time to time, we are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business, some of which may be material. Our businesses are also subject to extensive regulation, which may result in regulatory proceedings against us. We do not believe that the outcome of any of our current legal proceedings will have a material adverse impact on our business, financial condition and results of operations.
Central Valley Project
In September 2021, an indirect subsidiary of the Company, MD Digester, LLC (“MD”), entered into a fixed-price Engineering, Procurement and Construction Contract (an “EPC Contract”) with VEC Partners, Inc. d/b/a CEI Builders (“CEI”) for the design and construction of a turn-key renewable natural gas production facility using dairy cow manure as feedstock. In December 2021, a second indirect subsidiary of the Company, VS Digester, LLC (“VS”) entered into a nearly identical EPC Contract with CEI for the design and construction of a second facility in connection with the same project. CEI’s performance under both of the EPC Contracts is fully bonded by a licensed surety.
CEI has submitted a series of change order requests seeking to increase the EPC Contract price under each contract by approximately $14 million (i.e., approximately $28 million in total), to cover cost escalations primarily arising from two events: (i) modifications to CEI’s design drawings required to meet its contracted performance guaranties, and (ii) the default of one of CEI’s major equipment manufacturers. The Company disputes responsibility for substantially all of the additional costs.
On January 5, 2024, the Company filed a civil lawsuit captioned, MD Digester, LLC. et. al. vs. VEC Partners, Inc. et. al.; California Superior Court, County of San Joaquin; Action No. STK-CV-UCC-2024-0000185 and commenced a related arbitration proceeding in order to obtain a formal determination on the claims, AAA Case No. 01-24-0000-0775. The Superior Court Action will be stayed, pending an award in the AAA proceeding. The AAA proceeding has not been set for hearing. The Company and CEI and have each nominated one arbitrator (each, a “Party-selected Arbitrator”) and a third arbitrator was appointed by the Party-selected Arbitrators to chair the panel. As a result of the procedural status of these matters, no discovery has occurred.
The EPC Contract requires that CEI, continue working during the course of the litigation and related arbitration proceedings; however, CEI effectively stopped working. On June 26, 2024, MD issued a Notice of Default and Demand to Cure to CEI. CEI failed to do so, and on July 30, 2024, MD terminated CEI for default. MD has notified CEI’s bond surety of the termination and demanded that it perform under the bond.
On July 11, 2024, VS issued a Notice of Default and Demand to Cure, advising CEI of its defaults and giving it an opportunity to cure. CEI’s cure period has not expired and the Company is hopeful that CEI will so cure. However, if no cure is achieved, VS intends to assess all of its options for next steps, up to and including termination of CEI and demanding performance under the applicable bond.
The Company believes its claims against CEI have substantial merit, and intends to prosecute its claims vigorously. However, due to the incipient stage of the litigation and related arbitration, the recency of the termination, and the ongoing status of the proceedings and discussions with the bond surety, as well as the uncertainties involved in all litigation and arbitration, the Company does not believe it is reasonably estimable at this time to assess the likely outcome of the litigation and related arbitration, the timing of its resolution, or its ultimate impact, if any, on the Central Valley projects or the Company's business, financial condition or results of operations.
Item 1A. Risk Factors
There have been no material changes from the “Risk Factors” previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 15, 2024. The risks described in the Annual Report on Form 10-K for the year ended December 31, 2023 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2024, none of the Company’s directors or executive officers adopted terminated
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 3.1* | ||||||||
| 3.2* | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 31.3 | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 32.3** | ||||||||
| 101.INS | Inline XBRL Instance Document | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
| * | Previously filed. | |||||||
| ** | This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. | |||||||
65
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 9, 2024
| OPAL Fuels Inc. | |||||
| By: | /s/ Jonathan Maurer | ||||
| Name: | Jonathan Maurer | ||||
| Title: | Co- Chief Executive Officer | ||||
| OPAL Fuels Inc. | |||||
| By: | /s/ Adam Comora | ||||
| Name: | Adam Comora | ||||
| Title: | Co- Chief Executive Officer | ||||
| OPAL Fuels Inc. | |||||
| By: | /s/ Scott Contino | ||||
| Name: | Scott Contino | ||||
| Title: | Interim Chief Financial Officer | ||||
66
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Adam Comora, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of OPAL Fuels Inc.; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||||
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
Date: August 9, 2024 | By: | /s/ Adam Comora | ||||||||||||||||||
| Co-Chief Executive Officer | ||||||||||||||||||||
| (Co-Principal Executive Officer) | ||||||||||||||||||||
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jonathan Maurer, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of OPAL Fuels Inc.; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||||
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
Date: August 9, 2024 | By: | /s/ Jonathan Maurer | ||||||||||||||||||
| Co-Chief Executive Officer | ||||||||||||||||||||
| (Co-Principal Executive Officer) | ||||||||||||||||||||
EXHIBIT 31.3
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Scott Contino, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of OPAL Fuels Inc.; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||||
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
Date: August 9, 2024 | By: | /s/ Scott Contino | ||||||||||||||||||
| Interim Chief Financial Officer | ||||||||||||||||||||
| (Principal Financial Officer) | ||||||||||||||||||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of OPAL Fuels Inc. (the “Company”) on Form 10-Q for the three months ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Adam Comora, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||||
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | ||||
Date: August 9, 2024 | ||||||||||||||||||||
| /s/ Adam Comora | ||||||||||||||||||||
| Name: Adam Comora | ||||||||||||||||||||
| Title: Co-Chief Executive Officer | ||||||||||||||||||||
| (Co-Principal Executive Officer) | ||||||||||||||||||||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of OPAL Fuels Inc. (the “Company”) on Form 10-Q for the three months ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan Maurer, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||||
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | ||||
Date: August 9, 2024 | ||||||||||||||||||||
| /s/ Jonathan Maurer | ||||||||||||||||||||
| Name: Jonathan Maurer | ||||||||||||||||||||
| Title: Co-Chief Executive Officer | ||||||||||||||||||||
| (Co-Principal Executive Officer) | ||||||||||||||||||||
EXHIBIT 32.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of OPAL Fuels Inc. (the “Company”) on Form 10-Q for the three months ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ann Anthony, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||||
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | ||||
Date: August 9, 2024 | ||||||||||||||||||||
| /s/ Scott Contino | ||||||||||||||||||||
| Name: Scott Contino | ||||||||||||||||||||
| Title: Interim Chief Financial Officer | ||||||||||||||||||||
| (Principal Financial Officer) | ||||||||||||||||||||