0001842279-24-000061 | 10-Q | XBRL Viewer

Property, Plant, and Equipment, Net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property, plant, and equipment, net, consisted of the following as of September 30, 2024 and December 31, 2023:


	September 30, 2024		December 31, 2023
Plant and equipment (1)	$	261,053	$	205,188
CNG/RNG fueling stations	69,788		51,749
Construction in progress (2)	174,980		175,060
Buildings	2,585		2,585
Land	1,303		1,303
Service equipment	2,778		2,481
Leasehold improvements	815		815
Vehicles	445		489
Office furniture and equipment	307		307
Computer software	277		277
Land lease - finance lease	5,829		6,469
Vehicles - finance leases	2,913		2,580
Other	662		591
	523,735		449,894
Less: accumulated depreciation	(113,488)		(110,401)
Property, plant, and equipment, net	$	410,247	$	339,493

(1) The Company reclassified $2,542 to Prepaid and other current assets which was previously disclosed as plant and equipment as of June 30, 2024 on its condensed consolidated balance sheet. This relates to prepayment of costs associated with interconnection for virtual pipeline.

(2) Includes $2,074 and $5,475 of capitalized interest on our OPAL Term Loan facility for the nine months ended September 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") with respect to a gas pipeline extension and associated interconnection facilities (the “Pipeline Project”) that is contemplated as part of the subsidiary's RNG production facility at the Prince William County landfill located in Manassas, Virginia. The Agreement obligates the subsidiary to develop, plan and permit 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 was on or prior to October 20, 2024. During the second quarter of 2024, the agreement was amended to move the closing date to first quarter of 2025. As of September 30, 2024, we have recorded capital expenditure of $6,334 which is included in the Property, Plant and Equipment on our condensed consolidated balance sheet. The current estimated cost for construction of the Pipeline Project exceeds the $25 million purchase price contemplated as a part of the Agreement. Accordingly, the Company is currently exploring lower cost alternatives.

As of September 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 September 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.

Depreciation expense on property, plant, and equipment for the three months ended September 30, 2024 and 2023 was $4,663 and $3,485, respectively. The depreciation expense for the nine months ended months ended September 30, 2024 and September 30, 2023 was $12,232 and $10,162, respectively.

Reportable Segments and Geographic Information - Total Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	$ 831,088	$ 754,609
Equity Method Investment(s)	217,472	207,099
Operating Segments \| Renewable Power
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	35,447	37,479
Operating Segments \| RNG Fuel
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	383,405	342,176
Operating Segments \| Fuel Station Services
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	176,596	152,625
Operating Segments \| Corporate
Segment Reporting, Asset Reconciling Item [Line Items]
Total Assets:	$ 18,168	$ 15,230

- Definition

Amount of asset recognized for present right to economic benefit.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

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

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-25

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 12: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-12

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(12))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479170/946-210-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 30: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(11))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

- Definition

This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.

+ References + Details

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

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

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

Common stock

As of September 30, 2024, there are (i) 30,065,260 shares of Class A common stock issued and 28,429,477 outstanding, (ii) 71,500,000 shares of New OPAL Class B common stock issued and outstanding (shares of Class B common stock do not have any economic value except voting rights as described below), (iii) no shares of Class C common stock issued and outstanding and (iv) 72,899,037 shares of Class D common stock (shares of Class D common stock do not have any economic value except voting rights as described below).

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.

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 nine months ended September 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.

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 September 30, 2024:


	Series A-1 preferred units			Series A preferred units
	Units	Amount		Units	Amount		Total
Balance, December 31, 2023	300,000	$	30,604	1,000,000	$	102,013	$	132,617
Preferred dividends attributable to OPAL Fuels	—	1,515		—	5,050		6,565
Preferred dividends attributable to Class A common stockholders	—	297		—	990		1,287
Payment of Preferred dividends	—	(2,416)		—	(8,053)		(10,469)
Balance, September 30, 2024	300,000	$	30,000	1,000,000	$	100,000	$	130,000

Terms of Redeemable preferred units

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

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

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

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

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

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

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

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

Redeemable non-controlling interests

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

Redeemable non-controlling interests have been presented as mezzanine equity in the condensed consolidated statements of change in Redeemable non-controlling interests, Redeemable preferred non-controlling interests and stockholders' equity. At each balance sheet date, the Redeemable non-controlling interests are adjusted up to their redemption value if necessary, with an offset in Stockholders' equity. As of September 30, 2024, the Company recorded $519,373 as the redemption value based on a 5 day VWAP of $3.60 per share.

Summary of Significant Accounting Policies - Receivables, Contract Assets and Contract Liabilities From Contracts With Customers (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Accounts receivable	$ 39,609	$ 27,623
Contract assets:
Cost and estimated earnings in excess of billings	6,824	4,630
Accounts receivable retainage, net	2,824	2,160
Contract assets	9,648	6,790
Contract liabilities:
Billings in excess of costs and estimated earnings	6,149	6,314
Contract liabilities	$ 6,149	$ 6,314

Intangible Assets, Net - Schedule of Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Cost	$ 10,642	$ 10,642
Accumulated Amortization	(9,245)	(9,038)
Intangible Assets, Net	1,397	1,604
Power purchase agreements
Finite-Lived Intangible Assets [Line Items]
Cost	8,999	8,999
Accumulated Amortization	(7,602)	(7,926)
Intangible Assets, Net	$ 1,397	$ 1,073
Weighted Average Amortization Period (Years)	18 years 1 month 6 days	18 years 1 month 6 days
Transmission/distribution interconnection
Finite-Lived Intangible Assets [Line Items]
Cost	$ 1,600	$ 1,600
Accumulated Amortization	(1,600)	(1,076)
Intangible Assets, Net	$ 0	$ 524
Weighted Average Amortization Period (Years)	15 years 1 month 6 days	15 years 1 month 6 days
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Cost	$ 43	$ 43
Accumulated Amortization	(43)	(36)
Intangible Assets, Net	$ 0	$ 7
Weighted Average Amortization Period (Years)	5 years	5 years

- Definition

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

+ References + Details

Related Parties - Fees Upon Entering Into Management Services Agreement with Related Party and Various Balances for Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Selling, general, and administrative	$ 12,692	$ 13,273	$ 39,552	$ 39,664
Related Party
Assets
Accounts receivable, related party	15,133		15,133		$ 18,696
Liabilities [Abstract]
Accounts payable, related party	8,380		8,380		7,024
Related Party \| Costar
Related Party Transaction [Line Items]
Selling, general, and administrative	1,530	1,334	4,373	4,110
Related Party \| Costar \| Staffing and management services
Related Party Transaction [Line Items]
Selling, general, and administrative	535	414	1,531	1,406
Related Party \| Costar \| Rent - fixed compensation
Related Party Transaction [Line Items]
Selling, general, and administrative	181	166	524	494
Related Party \| Costar \| IT services
Related Party Transaction [Line Items]
Selling, general, and administrative	814	$ 754	2,318	$ 2,210
Liabilities [Abstract]
Accounts payable, related party	260		260		209
Related Party \| Equity Method Investment Entities
Liabilities [Abstract]
Accounts payable, related party	7,179		7,179		5,692
Related Party \| NextEra
Liabilities [Abstract]
Accounts payable, related party	500		500		501
Related Party \| Fortistar \| Staffing and management services
Liabilities [Abstract]
Accounts payable, related party	$ 441		$ 441		$ 622

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

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Statement of Comprehensive Income [Abstract]

Net income

$ 17,107

$ 227

$ 19,692

$ 106,931

Other comprehensive income:

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

(510)

406

515

Reclassification adjustments included in earnings

(1,147)

Net unrealized loss on cash flow hedges

(59)

(141)

Total comprehensive income

16,538

633

19,638

106,158

Net income attributable to Redeemable non-controlling interests (1)

^[1]

14,183

230

16,178

90,166

Other comprehensive income (loss) attributable to Redeemable non-controlling interests

(474)

340

(44)

(649)

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

130

(51)

328

(531)

Dividends on redeemable preferred non-controlling interests

431

448

1,292

1,351

Comprehensive income (loss) attributable to Class A common stockholders

$ 2,268

$ (334)

$ 1,884

$ 15,821

[1]

(1) Includes $2,185 and $2,186 of dividends on redeemable preferred non-controlling interests for the three months ended September 30, 2024 and 2023, respectively. Includes $6,561 and $7,043 of dividends on redeemable preferred non-controlling interests for the nine months ended September 30, 2024 and 2023, respectively.

Related Parties

9 Months Ended

Sep. 30, 2024

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 $603 and $1,812 for the three and nine months ended September 30, 2024, respectively. The Company recorded paid-in-kind preferred dividend of $656 and $1,986 for the three and nine months ended September 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 $2,014 and $6,041 for the three and nine months ended September 30, 2024, respectively. The Company recorded paid-in-kind preferred dividend of $2,126 and $6,408 for the three and nine months ended September 30, 2023, respectively. Please see Note 13. Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit, for additional information.

Purchase and sale agreement for environmental attributes

On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra for the environmental attributes generated by the RNG Fuels business. Under this agreement, the Company plans to sell a minimum of 90% of the environmental attributes generated and will receive net proceeds based on the agreed upon price less a specified discount. A specified volume of environmental attributes sold per quarter will incur a fee per environmental attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the three and nine months ended September 30, 2024, the Company earned net revenues after discount and fees of $22,798 and $54,174, respectively, under this contract which was recorded as part of Revenues - RNG Fuel and revenues of $10,616 and $27,885, respectively, under this contract which was recorded as part of Revenues - Fuel Station Services. For the three and nine months ended September 30, 2023, the Company earned net revenues after discount and fees of $18,782 and $32,909,

respectively, under this contract which was recorded as part of Revenues - RNG Fuel and revenues of $6,942 and $10,875, 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 September 30, 2024 and December 31, 2023, there were two commodity swap contracts outstanding. The Company records the realized and unrealized gain (loss) on these commodity swap contracts as part of Revenues - Renewable Power. Please see Note 9. Derivative Financial Instruments and Fair Value Measurements for additional information. Additionally, the Company has contracts to sell RECs and capacity to NextEra on multiple Renewable Power facilities at market price. The Company recorded $1,799 and $1,732 as revenues earned under these contracts for the three months ended September 30, 2024 and 2023. The Company recorded $5,129 and $5,006 as revenues earned for the nine months ended September 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 $418 and $374 as its share of net loss for the three months ended September 30, 2024 and 2023. The Company recorded a net loss of $710 and $810 as its share of net loss for the nine months ended September 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. Noble Road and Pine Bend came online in the first and third quarter of 2022 and Emerald in the third quarter of 2023. Biotown came online in the fourth quarter of 2023. For the three months ended September 30, 2024 and 2023, the Company earned environmental processing fees of $1,910 and $570, net of intersegment elimination, under this agreement which are included in Fuel Station Services revenues in the condensed consolidated statements of operations. For the nine months ended September 30, 2024 and 2023, the Company earned environmental processing fees of $6,349 and $1,711, net of intersegment elimination, under this agreement which are included in Fuel Station Services revenues in the condensed consolidated statements of operations.

Service agreements with Related Parties

On December 31, 2020, OPAL Fuels signed a management, operations, and maintenance services agreement (“Administrative Services Agreement”) with Fortistar LLC ("Fortistar"), pursuant to which Fortistar provides management, operations, and maintenance services to the Company. The agreement expired 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 nine months ended September 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 nine months ended September 30, 2024, the Company paid $150 and $450, 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Staffing and management services	$	535	$	414	$	1,531	$	1,406
Rent - fixed compensation	181		166		524		494
IT services	814		754		2,318		2,210
Total	$	1,530	$	1,334	$	4,373	$	4,110

The following table presents the various balances for related parties included in our condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023:


	Location in Balance Sheet	September 30, 2024		December 31, 2023
Assets:
Trade AR - NextEra	Accounts receivable, related party	$	15,133	$	18,696
Liabilities:
Payables to equity method investment entities	Accounts payable, related party	7,179		5,692
NextEra	Accounts payable, related party	500		501
Staffing and management services - Fortistar	Accounts payable, related party	441		622
IT services - Costar	Accounts payable, related party	260		209
Total liabilities - related party		$	8,380	$	7,024

- Definition

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

+ References

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

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

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

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

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

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

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

+ Details

Summary of Significant Accounting Policies - Significant Customers, Vendors and Concentration of Credit Risk and Investment Tax Credits Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Concentration Risk [Line Items]
Net proceeds from the sale of tax credits			$ 8,906
Legal and insurance fees			1,440
Sellers expense			1,182
Project development and startup costs			$ 258
Accounts Payable \| Supplier Concentration Risk \| One Vendor
Concentration Risk [Line Items]
Concentration risk percentage			12.00%		32.00%
Two Customers \| Revenue Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage	56.00%	49.00%	54.00%	41.00%
Two Customers \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk percentage			59.00%		54.00%

Property, Plant, and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Summary of Property, Plant, and Equipment, Net

Property, plant, and equipment, net, consisted of the following as of September 30, 2024 and December 31, 2023:


	September 30, 2024		December 31, 2023
Plant and equipment (1)	$	261,053	$	205,188
CNG/RNG fueling stations	69,788		51,749
Construction in progress (2)	174,980		175,060
Buildings	2,585		2,585
Land	1,303		1,303
Service equipment	2,778		2,481
Leasehold improvements	815		815
Vehicles	445		489
Office furniture and equipment	307		307
Computer software	277		277
Land lease - finance lease	5,829		6,469
Vehicles - finance leases	2,913		2,580
Other	662		591
	523,735		449,894
Less: accumulated depreciation	(113,488)		(110,401)
Property, plant, and equipment, net	$	410,247	$	339,493

(2) Includes $2,074 and $5,475 of capitalized interest on our OPAL Term Loan facility for the nine months ended September 30, 2024 and for the year ended December 31, 2023.

Leases - Narrative (Details) $ in Thousands		3 Months Ended		6 Months Ended	9 Months Ended
Leases - Narrative (Details) $ in Thousands	Dec. 27, 2023 uSD_Per_Gasoline_Gallon_Equivalent	Sep. 30, 2024 USD ($) lease vehicle	Sep. 30, 2023 USD ($) facility	Sep. 30, 2024 USD ($) lease vehicle	Sep. 30, 2024 USD ($) facility lease vehicle	Sep. 30, 2023 USD ($)	Jun. 30, 2024	Dec. 31, 2023 USD ($)
Operating Leased Assets [Line Items]
Total revenues		$ 84,047	$ 71,101		$ 219,949	$ 169,100
Increase in operating liability					$ (517)	(435)
Number of vehicles \| vehicle		104		104	104
Operating lease right-of-use assets		$ 12,964		$ 12,964	$ 12,964			$ 12,301
Site leases
Operating Leased Assets [Line Items]
Increase in operating right of use asset				1,218
Increase in operating liability				$ 1,218
Incremental borrowing rate		7.28%		7.28%	7.28%
Rent per gasoline gallon equivalent (in dollars per gasoline gallon equivalent) \| uSD_Per_Gasoline_Gallon_Equivalent	1
Number of leases \| lease		3		3	3
Operating lease right-of-use assets		$ 12,331		$ 12,331	$ 12,331			11,330
Site leases \| Minimum
Operating Leased Assets [Line Items]
Term of lease							20 months
Site leases \| Maximum
Operating Leased Assets [Line Items]
Term of lease							24 months
Office leases
Operating Leased Assets [Line Items]
Term of lease		36 months		36 months	36 months
Additional renewal term (in years)		24 months		24 months	24 months
Number of leases \| lease		1		1	1
Operating lease right-of-use assets		$ 633		$ 633	$ 633			$ 971
Fuel Station Services
Operating Leased Assets [Line Items]
Total revenues		45,395	37,305		121,794	88,089
Renewable Power
Operating Leased Assets [Line Items]
Total revenues		12,788	13,708		35,119	43,543
Fuel Provider Agreements ("FPAs") \| Fuel Station Services
Operating Leased Assets [Line Items]
Total revenues		1,154	917		2,861	2,119
Power purchase agreements \| Renewable Power
Operating Leased Assets [Line Items]
Total revenues		$ 267	$ 223		$ 696	$ 818
RNG Fuel
Operating Leased Assets [Line Items]
Number of facilities \| facility			3		2
RNG Fuel \| Site leases
Operating Leased Assets [Line Items]
Number of facilities \| facility					3

Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Non-current borrowings total	$ 234,545	$ 196,542
Sunoma Loan
Debt Instrument [Line Items]
Long-term debt, gross	21,261	22,453
Less: unamortized debt issuance costs	(766)	(835)
Less: current portion	(1,722)	(1,608)
Non-current borrowings total	18,773	20,010
OPAL Term Loan \| OPAL Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	231,618	186,618
Less: unamortized debt issuance costs	(8,897)	(10,086)
Less: current portion	(6,949)	0
Non-current borrowings total	$ 215,772	$ 176,532

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1

+ Details

Borrowings

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Borrowings

The following table summarizes the borrowings under the various debt facilities as of September 30, 2024 and December 31, 2023:


	September 30, 2024		December 31, 2023
OPAL Term Loan	231,618		186,618
Less: unamortized debt issuance costs	(8,897)		(10,086)
Less: current portion	(6,949)		—
OPAL Term Loan, net of debt issuance costs	215,772		176,532
Sunoma Loan	21,261		22,453
Less: unamortized debt issuance costs	(766)		(835)
Less: current portion	(1,722)		(1,608)
Sunoma Loan, net of debt issuance costs	18,773		20,010
Non-current borrowings total	$	234,545	$	196,542

As of September 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
Three months ending December 31, 2024	$	—	$	415	$	415
Fiscal year:
2025	9,265		1,756		11,021
2026	9,265		1,898		11,163
2027	9,265		2,051		11,316
2028	203,823		2,213		206,036
Thereafter	$	—	12,928		12,928
	$	231,618	$	21,261	$	252,879

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 September 30, 2024 and December 31, 2023, the outstanding loan balance (current and non-current) excluding deferred financing costs was $231,618 and $186,618, respectively. During the nine months ending September 30, 2024, the Company drew down an additional $45,000. Additionally, the Company utilized $14,088 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 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 September 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 September 30, 2024, Sunoma is 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 September 30, 2024 and December 31, 2023, the outstanding loan balance (current and non-current) excluding deferred financing costs was $21,261 and $22,453, respectively.

The significant assets of Sunoma are parenthesized in the condensed consolidated balance sheets as September 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.

On March 20, 2023, the Company repaid in full the remaining outstanding loan under this facility.

Interest rates

2024

For the three and nine months ended months ended September 30, 2024, the weighted average effective interest rate including amortization of debt issuance costs on OPAL Term Loan was 9.2% and 8.7%, respectively.

For the three and nine months ended September 30, 2024, the interest rate on the Sunoma Loan was 8.1% and 8.2%, respectively.

2023

For the three and nine months ended September 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% including a margin plus LIBOR. The facility was fully repaid in March 2023.

For the three and nine months ended September 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 nine months ended September 30, 2023, the interest rate on the Sunoma loan was 8.0%.

For the three and nine months ended September 30, 2023, the payment-in-kind interest rate on Convertible Note Payable was 8.0%.

For the three and nine months ended September 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 nine months ended months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Senior Secured Credit Facility	$	—	$	—	$	2	$	282
Convertible Note Payable mark-to-market	—		436		—		1,579
Sunoma Loan	429		454		1,330		1,348
OPAL Term Loan (1)	4,023		1,634		10,341		1,653
Equipment loan	3		—		13		—
Commitment fees and other finance fees	664		248		2,126		560
Amortization of deferred financing cost	191		652		1,310		1,447
Interest expense on finance leases	144		24		432		61
Interest income	(428)		(563)		(1,578)		(2,448)
Total interest expense	$	5,026	$	2,885	$	13,976	$	4,482

(1) Excludes $1,019 and $3,093 of interest capitalized and recorded as part of Property, Plant and Equipment for the three and nine months ended September 30, 2024, respectively. Excludes $842 and $4,627 of interest capitalized and recorded as part of Property, Plant and Equipment for the three and nine months ended September 30, 2023, respectively.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Reportable Segments and Geographic Information (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Total Revenues by Segment

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues:
Renewable Power	$	12,788	$	13,708	$	35,119	$	43,543
RNG Fuel (1)	51,711		29,551		139,241		61,395
Fuel Station Services (2)	50,045		40,326		137,242		99,056
Other (3)	276		—		892		—
Intersegment eliminations	(4,650)		(3,021)		(15,448)		(10,967)
Equity Method Investment(s)	(26,123)		(9,463)		(77,097)		(23,927)
	$	84,047	$	71,101	$	219,949	$	169,100

____________

(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.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Interest and Financing Expense, net:
Renewable Power	$	26	$	(2)	$	111	$	(260)
RNG Fuel	(5,438)		(3,243)		(14,740)		(4,616)
Fuel Station Services	(95)		27		(119)		120
Corporate	136		333		459		274
Equity Method Investment(s)	345		—		313		—
	$	(5,026)	$	(2,885)	$	(13,976)	$	(4,482)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Depreciation, Amortization, and Accretion:
Renewable Power	$	998	$	1,488	$	3,011	$	4,389
RNG Fuel	3,331		2,492		8,613		6,808
Fuel Station Services	1,575		917		4,184		2,555
Other(1)	—		9		—		36
Equity Method Investment(s)	(1,207)		(1,167)		(3,131)		(2,854)
	$	4,697	$	3,739	$	12,677	$	10,934

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


	Nine Months Ended September 30,
		2024		2023
Cash paid for Purchases of Property, Plant, and Equipment:
Fuel Station Services		16,154		16,860
RNG Fuel		56,651		75,390
		$	72,805	$	92,250

Schedule of Net Income (Loss)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income (loss)
Renewable Power	$	4,393	$	983	$	6,608	$	10,584
RNG Fuel	2,294		10,821		7,045		8,044
Fuel Station Services	10,262		5,530		23,053		7,429
Corporate	(3,664)		(18,833)		(28,842)		79,441
Equity Method Investment(s)	3,822		1,726		11,828		1,433
	$	17,107	$	227	$	19,692	$	106,931

Total Assets


	September 30, 2024		December 31, 2023
Total Assets:
Renewable Power	$	35,447	$	37,479
RNG Fuel	383,405		342,176
Fuel Station Services	176,596		152,625
Corporate	18,168		15,230
Equity Method Investment(s)	217,472		207,099
	$	831,088	$	754,609

Borrowings - Schedule of Principal Maturities of Debt (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Debt Instrument [Line Items]
Three months ending December 31, 2024	$ 415
2025	11,021
2026	11,163
2027	11,316
2028	206,036
Thereafter	12,928
Total	252,879
OPAL Term Loan \| OPAL Term Loan
Debt Instrument [Line Items]
Three months ending December 31, 2024	0
2025	9,265
2026	9,265
2027	9,265
2028	203,823
Thereafter	0
Total	231,618
Sunoma Loan
Debt Instrument [Line Items]
Three months ending December 31, 2024	415
2025	1,756
2026	1,898
2027	2,051
2028	2,213
Thereafter	12,928
Total	$ 21,261

Investments in Other Entities

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Investments in Other Entities

Investment in Other Entities

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

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:


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

Balance at December 31, 2023	$	21,062		$	22,174		$	2,015		$	1,567		$	160,281		$	207,099
Net income from equity method investment	3,620			4,222			(710)			(601)			9,598			16,129
Contribution by the Company	—			—			—			8,050			5,906			13,956
Distributions from return on investment in equity method investment (1)	(3,480)			(4,300)			—			—			(5,881)			(13,661)
Distributions from return of investment in equity method investment (2)	(695)			—			—			—			(1,061)			(1,756)
Accumulated other comprehensive income	—			—			—			—			5			5
Amortization of basis difference (3)	(140)			(444)			—			—			(3,716)			(4,300)
Balance at September 30, 2024	$	20,367		$	21,652		$	1,305		$	9,016		$	165,132		$	217,472

(1) Recorded as part of cash flows from operating activities for the nine months ended September 30, 2024.

(2) Recorded as part of cash flows from investing activities for the nine months ended September 30, 2024.

(3) Reflected in Income from equity method investments in the condensed consolidated statement of operations for the nine months ended September 30, 2024.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue	$	26,123	$	9,463	$	77,097	$	23,927
Gross profit	10,799		(11,268)		31,812		(1,392)
Net income	7,182		4,533		26,579		1,634

Net income from equity method investments (1)	$	3,822	1,726		$	11,828	$	1,433

(1) Net income from equity method investments represents our portion of the net income from equity method investments including amortization of any basis differences.

Summary of Significant Accounting Policies - Other Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Accounting Policies [Abstract]
Loss on warrant exchange	$ 0	$ 0	$ 0	$ (338)
Gain on deconsolidation of VIEs	0	0	0	122,873
Change in fair value of Convertible note receivable	11	0	11	0
Insurance proceeds	349	0	349	0
Gain on transfer of non-financial asset in exchange for services received	280	604	1,377	1,110
Other income	$ 640	$ 604	$ 1,737	$ 123,645

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stock-based compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

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 nine months ended September 30, 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 nine months ended September 30, 2024 is as follows:


	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	949,936	$	6.98			$	6,627	Equal installments vesting over one or three years.
Granted during the nine months ending September 30, 2024	1,300,557	4.98				6,479		Equal installments vesting over one or three years.
Vested during 2024	(326,888)	7.00				(2,287)
Withheld for settlement of taxes	(115,843)	6.98				(809)
Forfeitures during 2024	(56,546)	5.45				(308)
Restricted Stock Units outstanding as of September 30, 2024	1,751,216	5.54				9,702
Stock Options(1):
Unvested awards as of December 31, 2023	175,890	$	5.26	$	6.97	$	925	Three equal installments vesting over three years
Granted during the nine months ending September 30, 2024	360,298	3.40		5.02		1,225		Three equal installments vesting over three years
Forfeitures during 2024	(29,067)	3.77		5.41		(110)
Outstanding Stock Options at September 30, 2024	507,121	4.02		5.67		2,040
Stock Options vested and exercisable as of September 30, 2024	62,327	5.26		6.97		328
Performance Stock Units:
Unvested awards as of December 31, 2023	239,680	6.97				1,671		100% vesting on March 31, 2026
Granted during the nine months ending September 30, 2024	456,308	4.97				2,267		100% vesting on March 31, 2027
Vested during 2024	(873)	4.96				(5)
Forfeitures during 2024	(34,784)	5.63				(196)
Performance Stock Units outstanding as of September 30, 2024	660,331	5.66				3,737
Total awards outstanding as of September 30, 2024	2,918,668	$	5.30			$	15,479

(1) Stock options have an expiration term of 10-years.

As of September 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 as of September 30, 2024 and December 31, 2023.

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

2022 Plan	$	1,457	$	1,739	$	4,043	$	4,267
Parent equity awards	$	—	$	160	$	269	$	480
	$	1,457	$	1,899	$	4,312	$	4,747

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

Reportable Segments and Geographic Information - Schedule of Total Revenues by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues:
Total revenues	$ 84,047	$ 71,101	$ 219,949	$ 169,100
Equity Method Investment(s)
Revenues:
Total revenues	26,123	9,463	77,097	23,927
Other
Revenues:
Total revenues	276	0	892	0
Intersegment eliminations
Revenues:
Total revenues	(4,650)	(3,021)	(15,448)	(10,967)
Renewable Power
Revenues:
Total revenues	12,788	13,708	35,119	43,543
Renewable Power \| Operating Segments
Revenues:
Total revenues	12,788	13,708	35,119	43,543
RNG Fuel
Revenues:
Total revenues	25,864	20,088	63,036	37,468
RNG Fuel \| Operating Segments
Revenues:
Total revenues	51,711	29,551	139,241	61,395
Fuel Station Services
Revenues:
Total revenues	45,395	37,305	121,794	88,089
Fuel Station Services \| Operating Segments
Revenues:
Total revenues	$ 50,045	$ 40,326	$ 137,242	$ 99,056

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

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

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

+ Details

Net Income (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Unit

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net (loss) income attributable to Class A common stockholders	2,362		(400)		1,893		$	15,945

Weighted average number of shares of Class A common stock - basic	27,709,203		26,978,969		27,585,620		27,110,953
Dilutive effect of stock options, restricted stock units, performance units, Convertible note payable, earnout shares, Redeemable preferred non-controlling interests, Redeemable non-controlling interests	34,214		—		58,544		572,902
Weighted average number of shares of Class A common stock - diluted	27,743,417		26,978,969		27,644,164		27,683,855
Net (loss) income per share of Class A common stock
Basic	$	0.09	$	(0.01)	$	0.07	$	0.59
Diluted	$	0.09	$	(0.01)	$	0.07	$	0.58

Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 69	$ 154	$ 207	$ 467

Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets with Definite Lives

Intangible assets, net, consisted of the following at September 30, 2024 and December 31, 2023:


	September 30, 2024
	Cost		Accumulated Amortization		Intangible Assets, Net		Weighted Average Amortization Period (Years)
Power purchase agreements	$	8,999	$	(7,602)	$	1,397	18.1
Transmission/distribution interconnection	1,600		(1,600)		—		15.1
Intellectual property	43		(43)		—		5.0
Total intangible assets	$	10,642	$	(9,245)	$	1,397


	December 31, 2023
	Cost		Accumulated Amortization		Intangible Assets, Net		Weighted Average Amortization Period (years)
Power purchase agreements	$	8,999	$	(7,926)	$	1,073	18.1
Transmission/distribution interconnection	1,600		(1,076)		524		15.1
Intellectual property	43		(36)		7		5.0
Total intangible assets	$	10,642	$	(9,038)	$	1,604

Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets

At September 30, 2024, estimated future amortization expense for intangible assets is as follows:


Three months ended December 31, 2024	$	67
Fiscal year:
2025	267
2026	231
2027	171
2028	171
Thereafter	490
	$	1,397

Variable Interest Entities (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

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


	As of September 30, 2024		As of December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	395	$	166
Accounts receivable, net	361		33
Restricted cash - current	953		4,395
Parts inventory	29		29
Prepaid expenses and other current assets	21		107
Total current assets	1,759		4,730
Property, plant and equipment, net	25,514		26,626
Restricted cash, non-current	2,208		1,850
Total assets	$	29,481	$	33,206
Liabilities and equity
Current liabilities:
Accounts payable	$	26	$	744
Accounts payable, related party	383		1,046
Accrued expenses	753		647
Accrued payroll	39		—
Other current liabilities	99		92
Sunoma Loan- current portion	1,722		1,608
Total current liabilities	3,022		4,137
Sunoma loan, net of debt issuance costs	18,773		20,010
Other long-term liabilities	2,398		211
Total liabilities	24,193		24,358
Equity
Stockholders' equity	4,703		7,893
Non-redeemable non-controlling interests	585		955
Total equity	5,288		8,848
Total Liabilities and Equity	$	29,481	$	33,206

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Letters of Credit As of September 30, 2024 and December 31, 2023, the Company was required to maintain fourteen and nine standby letters of credit totaling $15,121 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 seven and ten years, respectively. The customers have an option to terminate the contracts and purchase the Company's CNG Fueling Station at the customers' sites for a fixed amount that declines annually. In July 2015, the Company entered into a ten year fuel sales agreement with a customer that included the construction of a CNG Fueling Station owned and managed by the Company on the customer's premises. At the end of the contract term, the customer has an option to purchase the CNG Fueling Station for a fixed amount. The cost of the CNG Fueling Station was recorded to Property, plant, and equipment and is being depreciated over the contract term. Guaranty On September 13, 2024, OPAL Paragon entered into a tax credit purchasing agreement with Apollo Management Holdings, L.P.,("Buyer"), pursuant to which OPAL Paragon sold $11,096 investment tax credits to the buyer for net proceeds of $8,906. If the tax credits are disallowed or recaptured from the Buyer, OPAL Paragon will be required to return the purchase price and pay any taxes, interests or penalties incurred. In connection with the above transaction, the Company entered into an agreement that guarantees Opal Paragon's obligations up to $16,644. This amount decreases 20% annually for five years. 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. 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 been set for hearing in January 2026. The Company and CEI 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, discovery has commenced but is not completed. 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. The surety has denied the claim and MD intends to bring performance bond claims against the surety in the AAA Arbitration with CEI. 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 failed to do so, and on August 27, 2024, VS terminated CEI for default. VS has notified CEI’s bond surety of the second termination and demanded that it perform under the bond. The surety is investigating the claim and its response is expected to be issued in November 2024. If the surety denies the claim, in whole or in part, VS intends to bring performance bond claims against the surety in the AAA Arbitration with CEI. The Company believes its claims against CEI (and the surety where bond claims are denied) have substantial merit, and intends to prosecute the 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 feasible 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.

Organization and Description of Business	9 Months Ended
Organization and Description of Business	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business OPAL Fuels Inc. (including its subsidiaries, the “Company”, “OPAL,” “we,” “us” or “our”) is a renewable energy company specializing in the capture and conversion of biogas for the (i) production of RNG for use as a vehicle fuel for heavy and medium-duty trucking fleets, (ii) generation of 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.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and 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. Please see the Project development and startup costs section within Note 2. Additionally, the Company also reclassified certain Asset retirement obligations from current to non-current in its condensed consolidated balance sheet as of December 31, 2023. 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 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	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. 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.
Use of estimates	Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the residual value of the useful lives of our property, plant and equipment, the fair value of stock-based compensation, asset retirement obligations, the estimated losses on our trade receivables, percentage completion for revenue recognition, incremental borrowing rate for calculating the right-of-use 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	Accounting Pronouncements not yet adopted In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280) ("ASU 2023-07"). The update improves the reportable segment disclosure requirements by requiring all entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), report other segment items (segment revenue less the significant expenses disclosed and profit or loss) by reportable segment, title and position of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. Additionally, ASU 2023-07 requires that if the CODM uses more than one measure of a segment's net income or loss in assessing segment performance and deciding how to allocate resources, the entity may report one or more of those additional measures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively for all periods presented. The Company expects to report significant operating expenses by segment, the title and position of our CODMs, description of how our CODMs assess segment performance and allocate resources and other additional disclosures. The ASU will have a material impact on the disclosures relating to segment reporting in our condensed consolidated financial statements.
Short term investments	Short term investments The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity greater than three months at the time of purchase to be short term investments. The short term investments of $10,666 and $9,875 as of September 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	Earnout Liabilities In connection with the business combination completed in July 2022 and pursuant to a sponsor letter agreement, ArcLight CTC Holdings II, L.P. (the "Sponsor") agreed to subject 10% of its Class A common stock (received as a result of the conversion of its ArcLight Class B ordinary shares immediately prior to the closing) to vesting and forfeiture conditions relating to VWAP targets for the Company's Class A common stock sustained over a period of 60 months following the closing. OPAL Fuels equity holders are eligible to receive an aggregate of 10,000,000 shares of Class B and Class D common stock upon the Company achieving each earn-out event during the earn-out period. The earnout awards (the "Earnout Awards") were recognized at fair value on the closing date and classified as a liability which is remeasured at each balance sheet date and any change in fair value is recognized in the Company's condensed consolidated statement of operations as part of change in fair value of derivative instruments, net.
Redeemable non-controlling interests	Redeemable non-controlling interests Redeemable non-controlling interests represent the portion of OPAL Fuels that the Company controls and consolidates but does not own. The Redeemable non-controlling interest represents 144,399,037 Class B Units issued by OPAL Fuels to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the condensed consolidated statement of operations. At each balance sheet date, the mezzanine equity classified Redeemable non-controlling interests is adjusted up to their maximum redemption value if necessary, with an offset in Stockholders' equity.
Project development and start up costs	Project development and startup costs The Company has multiple RNG projects under construction for which the Company incurs certain development costs such as legal, consulting fees for joint venture structuring, royalties to the landfill owner, fines, settlements, site lease expenses and certification costs. Additionally, the Company also incurs certain expenses on new RNG projects that started operating for the first two years such as virtual pipeline costs (trucking costs incurred until a physical pipeline is connected) and ramp up costs. These costs are temporary and non-recurring over the project lifetime. Historically, the Company included these expenses in Cost of sales - RNG Fuel and Selling, general and administrative expenses with no associated revenues. For the three and nine months ended September 30, 2024 and 2023, the Company is presenting these expenses in a separate line within operating expenses to provide additional information to the readers of the financial statements regarding the ongoing profitability of our RNG projects in operation.
Net income per share	Net income per share The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period. The Company's diluted earnings per share includes effects of the Company's outstanding equity awards under the 2022 Plan (as defined elsewhere in these financial statements), Redeemable non-controlling interests (OPAL Fuels Class B units), redeemable preferred non-controlling interests, Earnout Awards.
Asset Retirement Obligation	Asset Retirement Obligation The Company accounts for asset retirement obligations in accordance with FASB ASC 410, Asset Retirement and Environmental Obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The fair value of the estimated asset retirement obligations is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The discounted asset retirement costs capitalized amount 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.
Revenue Recognition	Revenue Recognition The Company’s revenue arrangements generally consist of a single performance obligation to transfer goods or services. Revenue from the sale of RNG, CNG and electricity is recognized by applying the “right to invoice” practical expedient within the accounting guidance for Revenue from Contracts with Customers that allows for the recognition of revenue from performance obligations in the amount of consideration to which there is a right to invoice the customer and when the amount for which there is a right to invoice corresponds directly to the value transferred to the customer. For some public CNG Fueling Stations where there is no contract with the customer, the Company recognizes revenue at the point in time that the customer takes control of the fuel. The Company also performs maintenance services throughout the country. Maintenance consists of monitoring equipment and replacing parts as necessary to ensure optimum performance. Revenue from service agreements is recognized over time as services are provided. Capacity payments fluctuate based on peak times of the year and revenues from capacity payments are recognized monthly as earned. The Company has agreements with two natural gas producers ("Producers") to transport Producers' natural gas using the Company's RNG gathering system. The performance obligation is the delivery of Producers' natural gas to an agreed delivery point on an interstate gas pipeline. The quantity of natural gas transported for the Producers is measured at a certain specified meter 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 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 September 30, 2024 and 2023, the Company earned net revenues after discount and fees of $33,414 and $25,724, respectively under this contract which was recorded as part of Revenues - RNG Fuel and Fuel Station Services. For the nine months ended September 30, 2024 and 2023, the Company earned net revenues after discount and fees of $82,059 and $43,784, 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 September 30, 2024, the Company recorded $2,263 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 September 30, 2024 and 2023, the Company earned net revenues of $5,151 and $3,732, respectively under the contracts which were recorded as part of Revenues - Renewable Power in the condensed consolidated statement of operations. For the nine months ended September 30, 2024 and 2023, the Company earned net revenues of $13,439 and $13,425, respectively under the contracts which were recorded as part of Revenues - Renewable Power in the condensed consolidated statement of operations. Regulatory changes implemented by the European Union Commission are expected to take effect on November 21, 2024 that will exclude biomethane produced outside of the European Union from being certified as eligible to be sold in accordance with the European Union Renewable Energy Directive. As a result, we anticipate that all of our contracts governing sales of ISCC Carbon Credits will be terminated on or before November 21, 2024. Following such terminations, we expect to continue to earn revenues from sale of electricity generated by these Renewable Power facilities and the associated environmental attributes. 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.
Environmental credits held for sale	Environmental credits held for sale The Company provides dispensing and credit monetization services to OPAL owned facilities and third-party 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 environmental credits received as part of Revenues - Fuel Station Services and environmental credits held for sale within current assets based on their estimated fair value at contract inception. It is recorded at historical fair value at contract inception and reviewed to ensure it is recorded at lower of cost and net realizable value at each balance sheet date. Due to the historically higher LCFS pricing, the fair value at contract inception may be significantly higher than the net realizable value of the environmental credits generated at the period-end balance sheet date.
Major Maintenance	Major Maintenance Major maintenance is a component of maintenance expense and encompasses overhauls of internal combustion engines, gas compressors and electrical generators. Major maintenance is expensed as incurred.
Vulnerability Due to Certain Concentrations	Vulnerability Due to Certain Concentrations Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, short term investments, derivative instruments and trade accounts receivable. The Company holds cash, cash equivalents and restricted cash at several major financial institutions, much of which exceeds FDIC insured limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with any one financial institution and monitor the credit ratings of those institutions. While the Company may be exposed to credit losses due to the nonperformance of the holders of its deposits, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows or financial condition. 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.
Income Taxes	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. As a result of the Company’s up-C structure effective with the Business Combination, the Company expects to be a tax-paying entity. However, as the Company has historically been loss-making, any deferred tax assets created as a result of net operating losses and other deferred tax assets for the excess of tax basis in the Company's investment in Opal Fuels would be offset by a full valuation allowance. Prior to the Business Combination, OPAL Fuels was organized as a limited liability company, with the exception of one partially-owned subsidiary which filed income tax returns as a C-Corporation. The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Judgment is required in determining the provisions for income and other taxes and related accruals, and deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company's various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates.
Investment Tax Credits	Investment Tax Credits In the third quarter of 2024, the Company sold to a third-party purchaser certain transferable Investment Tax Credits (ITCs) that had been generated by the Company from its investments in the Renewable Natural Gas segment. The Company elected to consider expected transfers of the credits in assessing their realizability as part of the valuation allowance analysis and recognize changes in the estimated proceeds as an adjustment to its valuation allowance. The Company accounted for the ITC sale in accordance with ASC 740 by electing the flow-through method to recognize the ITC benefit when it arises.
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.
Leases	Leases The following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Included in Fuel Station Service revenues are $1,154 and $2,861 related to the lease portion of the FPAs for the three and nine months ended September 30, 2024, respectively. It includes $917 and $2,119 related to the lease portion of the FPAs for the three and nine months ended September 30, 2023, respectively. 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. Included in Renewable Power revenues are $267 and $696 related to the lease element of the PPAs for the three and nine months ended September 30, 2024, respectively. Includes $223 and $818 related to the lease element of the PPAs for the three and nine months ended September 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. The Company treated this as a lease modification and increased its right-of-use asset and corresponding lease liability by $1,218 on its condensed consolidated balance sheet as of September 30, 2024, using the incremental borrowing rate of 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. 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 nine months ended September 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 September 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 nine months ended September 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.
Leases	Leases The following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Included in Fuel Station Service revenues are $1,154 and $2,861 related to the lease portion of the FPAs for the three and nine months ended September 30, 2024, respectively. It includes $917 and $2,119 related to the lease portion of the FPAs for the three and nine months ended September 30, 2023, respectively. 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. Included in Renewable Power revenues are $267 and $696 related to the lease element of the PPAs for the three and nine months ended September 30, 2024, respectively. Includes $223 and $818 related to the lease element of the PPAs for the three and nine months ended September 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. The Company treated this as a lease modification and increased its right-of-use asset and corresponding lease liability by $1,218 on its condensed consolidated balance sheet as of September 30, 2024, using the incremental borrowing rate of 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. 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 nine months ended September 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 September 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 nine months ended September 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.
Interest rate swaps and 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.
Fair value measurements	Fair value measurements The fair value of financial instruments, including long-term debt and derivative instruments is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties. The carrying amount of cash and cash equivalents, accounts receivable, net, and accounts payable and accrued expenses approximates fair value due to their short-term maturities. The Company follows ASC 820, Fair Value Measurement, regarding fair value measurements which establishes a three-tier fair value hierarchy and prioritizes the inputs used in valuation techniques that measure fair value. These tiers include: Level 1 — defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2 — defined as quoted prices for similar instruments in active market, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations for which all significant inputs are observable market data; Level 3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of an input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The Company's interest rate swap contracts are valued with pricing models commonly used by the financial services industry using discounted cash flows of forecast future swap settlements based on projected three-month SOFR rates. The Company does not consider these models to involve significant judgment on the part of management and corroborated the fair value measurements with counterparty valuations. The Company's interest rate swaps are classified within Level 2 of the valuation hierarchy based on the observable market rates used to determine its fair value. The Company does not expect to change its valuation techniques and therefore does not anticipate any transfers into or out of different levels of hierarchy. These interest rate swaps are accounted for as derivative financial instrument assets. The Company values its energy commodity swap contracts based on the applicable geographical market energy forward curve. The forward curves are derived based on the quotes provided by New York Mercantile Exchange, Amerex Energy Services and Tradition Energy. The Company does not consider that the pricing index used involves significant judgement on the part of management. Therefore, the Company classifies these commodity swap contracts within Level 2 of the valuation hierarchy based on the observable market rates used to determine fair value. The Company accounts for asset retirement obligations by recording the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions. These assumptions represent Level 3 inputs, which can regularly change. As such, the fair value measurement of asset retirement obligations is subject to changes in these unobservable inputs as of the measurement date. The Company used a discounted cash flow model in which cash outflows estimated to retire the asset are discounted to their present value using an expected discount rate. A significant increase (decrease) in the discount rate in isolation could result in a significantly lower (higher) fair value measurement.

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 20,332	$ 38,348
Restricted cash - current	953	4,395
Long-term assets:
Restricted cash held as collateral	2,909	4,499
Total cash, cash equivalents, and restricted cash	24,194	47,242	$ 21,588	$ 77,221
Deposit on interconnection payments		1,034
Sunoma Loan
Long-term assets:
Debt reserve	$ 953	$ 3,361

Property, Plant, and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Oct. 20, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Asset Acquisition [Line Items]
Depreciation		$ 4,663	$ 3,485	$ 12,232	$ 10,162
Pipelines
Asset Acquisition [Line Items]
Capital expenditure				$ 6,334
Pipeline Project \| Washington Gas Light Company ("WGL")
Asset Acquisition [Line Items]
Purchase price, contingent consideration	$ 25,000

Reportable Segments and Geographic Information

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Reportable Segments and Geographic Information

The Company is organized into four operating segments based on the characteristics of its renewable power generation, dispensing portfolio, and the nature of other products and services.

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 nine months ended September 30, 2024, the Company has accounted for its interests in Pine Bend, 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 nine months ended September 30, 2023, the Company has accounted for its interests in Pine Bend, 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. Subsequent to May 30, 2023, the Company reported the results of Emerald and Sapphire as part of the income from equity method investments.

As of September 30, 2024, Central Valley, Polk County, Cottonwood and projects included in SJI Joint Venture (Atlantic and Burlington) are not operational. Prince William commenced operations during the second quarter of 2024, Sapphire commenced operations during the third 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:

◦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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues:
Renewable Power	$	12,788	$	13,708	$	35,119	$	43,543
RNG Fuel (1)	51,711		29,551		139,241		61,395
Fuel Station Services (2)	50,045		40,326		137,242		99,056
Other (3)	276		—		892		—
Intersegment eliminations	(4,650)		(3,021)		(15,448)		(10,967)
Equity Method Investment(s)	(26,123)		(9,463)		(77,097)		(23,927)
	$	84,047	$	71,101	$	219,949	$	169,100

____________

(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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Interest and Financing Expense, net:
Renewable Power	$	26	$	(2)	$	111	$	(260)
RNG Fuel	(5,438)		(3,243)		(14,740)		(4,616)
Fuel Station Services	(95)		27		(119)		120
Corporate	136		333		459		274
Equity Method Investment(s)	345		—		313		—
	$	(5,026)	$	(2,885)	$	(13,976)	$	(4,482)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Depreciation, Amortization, and Accretion:
Renewable Power	$	998	$	1,488	$	3,011	$	4,389
RNG Fuel	3,331		2,492		8,613		6,808
Fuel Station Services	1,575		917		4,184		2,555
Other(1)	—		9		—		36
Equity Method Investment(s)	(1,207)		(1,167)		(3,131)		(2,854)
	$	4,697	$	3,739	$	12,677	$	10,934

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income (loss)
Renewable Power	$	4,393	$	983	$	6,608	$	10,584
RNG Fuel	2,294		10,821		7,045		8,044
Fuel Station Services	10,262		5,530		23,053		7,429
Corporate	(3,664)		(18,833)		(28,842)		79,441
Equity Method Investment(s)	3,822		1,726		11,828		1,433
	$	17,107	$	227	$	19,692	$	106,931


	Nine Months Ended September 30,
		2024		2023
Cash paid for Purchases of Property, Plant, and Equipment:
Fuel Station Services		16,154		16,860
RNG Fuel		56,651		75,390
		$	72,805	$	92,250


	September 30, 2024		December 31, 2023
Total Assets:
Renewable Power	$	35,447	$	37,479
RNG Fuel	383,405		342,176
Fuel Station Services	176,596		152,625
Corporate	18,168		15,230
Equity Method Investment(s)	217,472		207,099
	$	831,088	$	754,609

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

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

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

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-34

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/280/tableOfContent

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Cash and cash equivalents	$ 20,332	$ 38,348
Accounts receivable, net	39,609	27,623
Restricted cash - current	953	4,395
Parts inventory	10,491	10,191
Prepaid expenses and other current assets	4,666	6,005
Property, plant and equipment, net	410,247	339,493
Restricted cash, non-current	2,909	4,499
Accrued payroll	7,970	9,023
Accrued expenses and other current liabilities	19,811	14,245
Sunoma Loan- current portion	1,722	1,608
Other current liabilities	1,693	92
Sunoma Loan, net of debt issuance costs	18,773	20,010
Other long-term liabilities	$ 10,243	$ 7,599
Class A common stock, in treasury, at cost (in shares)	1,635,783	1,635,783
Nonrelated Party
Accounts payable	$ 13,126	$ 13,901
Related Party
Accounts payable	8,380	7,024
Primary Beneficiary
Cash and cash equivalents	395	166
Accounts receivable, net	361	33
Restricted cash - current	953	4,395
Parts inventory	29	29
Prepaid expenses and other current assets	21	107
Property, plant and equipment, net	25,514	26,626
Restricted cash, non-current	2,208	1,850
Accounts payable	26	744
Accrued payroll	39	0
Accrued expenses and other current liabilities	753	647
Sunoma Loan- current portion	1,722	1,608
Other current liabilities	99	92
Sunoma Loan, net of debt issuance costs	18,773	20,010
Other long-term liabilities	2,398	211
Primary Beneficiary \| Nonrelated Party
Accounts payable	26	744
Primary Beneficiary \| Related Party
Accounts payable	$ 383	$ 1,046
Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	340,000,000
Common stock, shares issued (in shares)	30,065,260	29,701,146
Common stock, shares outstanding (in shares)	28,429,477	28,065,363
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	160,000,000
Common stock, shares issued (in shares)	71,500,000	0
Common stock, shares outstanding (in shares)	71,500,000	0
Class C common stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	160,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class D common stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	160,000,000
Common stock, shares issued (in shares)	72,899,037	144,399,037
Common stock, shares outstanding (in shares)	72,899,037	144,399,037

Summary of Significant Accounting Policies - Revenue Recognition, Contract Balances, Environmental Credits Held For Sale, Fuel Station Construction Backlog and Major Maintenance Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($) producer	Sep. 30, 2023 USD ($) facility	Dec. 31, 2022 subsidiary	Sep. 30, 2024 USD ($) producer facility	Sep. 30, 2023 USD ($)	Dec. 31, 2020	Dec. 31, 2023 USD ($)	Nov. 29, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Number of natural gas producers \| producer	2			2
Total revenues	$ 84,047	$ 71,101		$ 219,949	$ 169,100
Other long-term liabilities	10,243			10,243			$ 7,599
Total revenue from contracts with customers	82,626	69,961		216,392	166,163
Revenue recognized included in contract liabilities				3,746	8,013
Backlog	52,035			52,035
Major maintenance expense	1,439	$ 2,246		6,812	$ 6,476
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01
Revenues from External Customers and Long-Lived Assets [Line Items]
Backlog	$ 47,072			$ 47,072
Backlog recognition period (in months)	12 months			12 months
Transferred over Time
Revenues from External Customers and Long-Lived Assets [Line Items]
Percentage of revenue recognized over time	12.00%	21.00%		14.00%	22.00%
RNG Fuel
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	$ 25,864	$ 20,088		$ 63,036	$ 37,468
Fuel Station Services
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	45,395	37,305		121,794	88,089
Environmental credits held for sale	1,443	1,452		8,293	4,467
Renewable Power
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	12,788	13,708		35,119	43,543
Number of wholly owned subsidiaries \| subsidiary			2
Related Party \| Renewable Natural Gas Fuel Supply Segment And Fuel Station Services Segment
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	33,414	25,724		82,059	43,784
Related Party \| RNG Fuel
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	22,798	18,782		54,174	32,909
Related Party \| Fuel Station Services
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	10,616	6,942		27,885	10,875
Related Party \| Renewable Power
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	1,799	$ 1,732		$ 5,129	5,006
RNG Fuel
Revenues from External Customers and Long-Lived Assets [Line Items]
Term of agreement (in years)		3 years
Number of facilities \| facility		3		2
RNG Fuel \| Low Carbon Fueld Standard ("LCFS")
Revenues from External Customers and Long-Lived Assets [Line Items]
Term of contract (in years)						7 years
Other long-term liabilities	2,263			$ 2,263
Environmental credits
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue from contracts with customers	50,483	$ 38,479		128,530	68,848
Environmental credits \| Non-US
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue from contracts with customers	5,151	3,732		13,439	13,425
NextEra \| RNG Fuel
Revenues from External Customers and Long-Lived Assets [Line Items]
Minimum of environmental attributes to be sold, percentage								90.00%
OCI Fuels B.V. ("OCI") \| Environmental Attributes
Revenues from External Customers and Long-Lived Assets [Line Items]
Term of agreement (in years)			3 years
OCI Fuels B.V. ("OCI") \| Environmental Attributes \| Renewable Power
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	$ 5,151	$ 3,732		$ 13,439	$ 13,425

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

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Revenues:

Total revenues

$ 84,047

$ 71,101

$ 219,949

$ 169,100

Operating expenses:

Project development and startup costs

6,803

974

10,523

3,972

Selling, general, and administrative

12,692

13,273

39,552

39,664

Depreciation, amortization, and accretion

4,697

3,739

12,677

10,934

Income from equity method investments

(3,822)

(1,726)

(11,828)

(1,433)

Total expenses

71,738

67,502

198,381

183,439

Operating income (loss)

12,309

3,599

21,568

(14,339)

Other (expense) income:

Interest and financing expense, net

(5,026)

(2,885)

(13,976)

(4,482)

Loss on debt extinguishment

(953)

(2,848)

Change in fair value of derivative instruments, net

278

(138)

1,457

4,955

Other income

640

604

1,737

123,645

Income before provision for income taxes

8,201

227

10,786

106,931

Income tax benefit, net of selling expenses

(8,906)

Net income

17,107

227

19,692

106,931

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

11,998

(2,104)

9,618

83,123

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

130

(51)

328

(531)

Dividends on redeemable preferred non-controlling interests

^[1]

2,617

2,782

7,853

8,394

Net income (loss) attributable to Class A common stockholders

$ 2,362

$ (400)

$ 1,893

$ 15,945

Weighted average shares outstanding of Class A common stock:

Basic (in shares)

27,709,203

26,978,969

27,585,620

27,110,953

Diluted (in shares)

27,743,417

26,978,969

27,644,164

27,683,855

Per share amounts:

Basic (in dollars per share)

$ 0.09

$ (0.01)

$ 0.07

$ 0.59

Diluted (in dollars per share)

$ 0.09

$ (0.01)

$ 0.07

$ 0.58

RNG Fuel

Revenues:

Total revenues

$ 25,864

$ 20,088

$ 63,036

$ 37,468

Operating expenses:

Cost of sales

9,985

8,243

26,644

22,396

Fuel Station Services

Revenues:

Total revenues

45,395

37,305

121,794

88,089

Operating expenses:

Cost of sales

33,609

31,887

94,882

79,655

Renewable Power

Revenues:

Total revenues

12,788

13,708

35,119

43,543

Operating expenses:

Cost of sales

$ 7,774

$ 11,112

$ 25,931

$ 28,251

[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.

Summary of Significant Accounting Policies - Basis of Presentation and Principles of Consolidation, Short-Term Investments, Earnout Awards, Redeemable Noncontrolling Interests, Accounts Receivable, Net and Asset Retirement Obligation Narrative (Details) - USD ($) $ in Thousands		3 Months Ended			9 Months Ended		26 Months Ended
	Jul. 21, 2022	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023
Derivative [Line Items]
Short term investments		$ 10,666			$ 10,666		$ 10,666	$ 9,875
Contingent consideration (in shares)	10,000,000
Gain (loss) on earnout awards		278	$ (138)		1,457	$ 4,499
Earn out liabilities		443			443		443	1,900
Allowance for doubtful accounts		0			0		0	0
Estimated value of total asset retirement obligation		$ 7,561			$ 7,561		7,561	$ 6,728
Class B Ordinary Share \| Opal Fuels
Derivative [Line Items]
Stock issued (in shares)	144,399,037
Redeemable non-controlling interests
Derivative [Line Items]
Change in redemption value of Redeemable non-controlling interests				$ 7,720			$ 519,373
Sponsor Letter Agreement
Derivative [Line Items]
Percentage of common stock subject to vesting and forfeiture conditions	10.00%
Common stock subject to vesting and forfeiture conditions, period	60 months

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents, and restricted cash consisted of the following as of September 30, 2024 and December 31, 2023:


	September 30, 2024		December 31, 2023
Current assets:
Cash and cash equivalents	$	20,332	$	38,348
Restricted cash - current (1)	953		4,395
Long-term assets:
Restricted cash held as collateral (2)	2,909		4,499
Total cash, cash equivalents, and restricted cash	$	24,194	$	47,242

(1) Restricted cash - current as of September 30, 2024 consists of $953 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.

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

Schedule of Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents, and restricted cash consisted of the following as of September 30, 2024 and December 31, 2023:


	September 30, 2024		December 31, 2023
Current assets:
Cash and cash equivalents	$	20,332	$	38,348
Restricted cash - current (1)	953		4,395
Long-term assets:
Restricted cash held as collateral (2)	2,909		4,499
Total cash, cash equivalents, and restricted cash	$	24,194	$	47,242

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

Project Development and Startup Costs

The following table provides information on the types of expenses classified under this expense category:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Virtual pipeline costs (1)	$	5,689	$	—	$	8,348	$	700
ITC related expenses	228		—		258		—
Site lease expenses	304		490		872		996
Legal and professional fees	336		250		726		926
Royalties	—		—		—		833
Management services (2)	6		4		6		205
Other	240		230		313		312
Total Project development and startup costs	$	6,803	974		10,523		3,972

(1) Relates to virtual pipeline costs on our Prince William facility. These are temporary transportation costs incurred until a permanent pipeline is completed, which we currently anticipate in the second half of 2025.

(2) Relates to charges billed to the individual projects by Fortistar. See Note. 10 Related parties for additional information.

Changes in the Asset Retirement Obligation

The changes in the asset retirement obligations were as follows as of September 30, 2024:


	September 30, 2024
Balance, December 31, 2023 - Current and non-current	$	6,728
Additions during the year	591
Deletion	(92)
Accretion expense	334
Total asset retirement obligation	7,561
Less: current portion	(1,980)
Total asset retirement obligation, net of current portion	$	5,581

Disaggregation of Revenue By Product Line

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Renewable Power sales	$	7,011	$	8,930	$	19,663	$	26,925
Third party construction	10,358		15,182		29,853		37,429
Service	5,737		4,824		16,174		13,728
Brown gas sales	7,987		1,917		19,357		17,268
Environmental credits (1)	50,483		38,479		128,530		68,848
Parts sales	775		629		1,923		1,965
Other (2)	275		—		892		—
Total revenue from contracts with customers	82,626		69,961		216,392		166,163
Lease revenue (3)	1,421		1,140		3,557		2,937
Total revenue	$	84,047	$	71,101	$	219,949	$	169,100

(1) Includes revenues of $5,151 and $3,732, respectively, for the three months ended September 30, 2024 and 2023, from customers domiciled outside of United States. For the nine months ended September 30, 2024 and 2023, revenues include $13,439 and $13,425, respectively, from customers domiciled outside of United States.

(2) Includes management fee revenues earned from management of operations of equity method entities.

(3) Lease revenue relates to approximately thirty-five fuel purchasing agreements out of which we have two of our RNG fuel stations with minimum take or pay provisions and revenue from power purchase agreements at two of our Renewable Power facilities where we determined that we transferred the right to control the use of the power plant to the purchaser.

Schedule of Other Income

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Loss on warrant exchange	$	—	$	—	$	—	$	(338)
Gain on deconsolidation of VIEs (1)	—		—		—		122,873
Change in fair value of Convertible note receivable	11		—		11		—
Insurance proceeds (2)	349		—		349		—
Gain on transfer of non-financial asset in exchange for services received (3)	280		604		1,377		1,110
Other income	$	640	$	604	$	1,737	$	123,645

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

(2) Represents proceeds from business interruption insurance at one of our Renewable Power facilities.

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

Receivables, Contract Assets and Contract Liabilities From Contracts With Customers

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


	September 30, 2024		December 31, 2023
Accounts receivable, net	$	39,609	$	27,623
Contract assets:
Cost and estimated earnings in excess of billings	$	6,824	$	4,630
Accounts receivable retainage, net	2,824		2,160
Contract assets total	$	9,648	$	6,790
Contract liabilities:
Billings in excess of costs and estimated earnings	$	6,149	$	6,314
Contract liabilities total	$	6,149	$	6,314

Goodwill (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 54,608
Goodwill, ending balance	54,608
RNG Fuel
Goodwill [Roll Forward]
Goodwill, beginning balance	51,155
Goodwill, ending balance	51,155
Fuel Station Services
Goodwill [Roll Forward]
Goodwill, beginning balance	3,453
Goodwill, ending balance	$ 3,453

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1

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

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

Borrowings (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Borrowings

The following table summarizes the borrowings under the various debt facilities as of September 30, 2024 and December 31, 2023:


	September 30, 2024		December 31, 2023
OPAL Term Loan	231,618		186,618
Less: unamortized debt issuance costs	(8,897)		(10,086)
Less: current portion	(6,949)		—
OPAL Term Loan, net of debt issuance costs	215,772		176,532
Sunoma Loan	21,261		22,453
Less: unamortized debt issuance costs	(766)		(835)
Less: current portion	(1,722)		(1,608)
Sunoma Loan, net of debt issuance costs	18,773		20,010
Non-current borrowings total	$	234,545	$	196,542

Schedule of Principal Maturities of Debt

As of September 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
Three months ending December 31, 2024	$	—	$	415	$	415
Fiscal year:
2025	9,265		1,756		11,021
2026	9,265		1,898		11,163
2027	9,265		2,051		11,316
2028	203,823		2,213		206,036
Thereafter	$	—	12,928		12,928
	$	231,618	$	21,261	$	252,879

Schedule of Interest Expense on Borrowings

The following table summarizes the Company's total interest expense for the three and nine months ended months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Senior Secured Credit Facility	$	—	$	—	$	2	$	282
Convertible Note Payable mark-to-market	—		436		—		1,579
Sunoma Loan	429		454		1,330		1,348
OPAL Term Loan (1)	4,023		1,634		10,341		1,653
Equipment loan	3		—		13		—
Commitment fees and other finance fees	664		248		2,126		560
Amortization of deferred financing cost	191		652		1,310		1,447
Interest expense on finance leases	144		24		432		61
Interest income	(428)		(563)		(1,578)		(2,448)
Total interest expense	$	5,026	$	2,885	$	13,976	$	4,482

Net Income (Loss) Per Share - Schedule of Basic and Diluted Net Loss Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net (loss) income attributable to Class A common stockholders	$ 2,362	$ (400)	$ 1,893	$ 15,945
Weighted average number of shares of Class A common stock - basic (in shares)	27,709,203	26,978,969	27,585,620	27,110,953
Dilutive effect of stock options, restricted stock units, performance units, Convertible note payable, earnout shares, Redeemable preferred non-controlling interests, Redeemable non-controlling interests (in shares)	34,214	0	58,544	572,902
Weighted average number of shares of Class A common stock - diluted (in shares)	27,743,417	26,978,969	27,644,164	27,683,855
Net (loss) income per share of Class A common stock
Basic (in dollars per share)	$ 0.09	$ (0.01)	$ 0.07	$ 0.59
Diluted (in dollars per share)	$ 0.09	$ (0.01)	$ 0.07	$ 0.58

- Definition

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

+ References

+ Details

- Definition

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

+ References

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 6.B)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-11

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

+ Details

Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
three months ending December 31, 2024	$ 1,531
2025	3,789
2026	3,126
2027	2,775
2028	5,522
Thereafter	20,159
Future minimum lease payments	36,902
Total lease liabilities	22,379	$ 21,248
Operating lease liabilities - current portion	763	638
Lease liabilities - current portion	2,239	2,036
Operating lease liabilities - non-current portion	12,400	11,824
Lease liabilities - non-current portion	20,140	19,212
Discount based on incremental borrowing rate	$ 14,523
Site leases
Lessee, Lease, Description [Line Items]
Operating Lease, Weighted Average Discount Rate, Percent	7.20%
Finance Lease, Weighted Average Discount Rate, Percent	6.50%
Six months ending December 31, 2024, operating lease	$ 261
Six months ending December 31, 2024, finance lease	803
2025, operating lease	1,044
2025, finance lease	963
2026, operating lease	1,051
2026, finance lease	963
2027, operating lease	1,129
2027, finance lease	963
2028, operating lease	1,129
2028, finance lease	4,250
Thereafter, operating lease	20,159
Thereafter, finance lease	0
Future minimum lease payments, operating lease	24,773
Future minimum lease payments, finance lease	7,942
Lease liabilities, operating lease	12,435
Lease liabilities, finance lease	6,210
Operating lease liabilities - current portion	222	130
Lease liabilities - current portion, finance lease	430	571
Operating lease liabilities - non-current portion	12,213	11,222
Lease liabilities - non-current portion, finance lease	5,780	5,587
Discount based on incremental borrowing rate, operating lease	12,338
Discount based on incremental borrowing rate, finance lease	$ 1,732
Office leases
Lessee, Lease, Description [Line Items]
Operating Lease, Weighted Average Discount Rate, Percent	3.60%
Six months ending December 31, 2024, operating lease	$ 135
2025, operating lease	562
2026, operating lease	47
2027, operating lease	0
2028, operating lease	0
Thereafter, operating lease	0
Future minimum lease payments, operating lease	744
Lease liabilities, operating lease	728
Operating lease liabilities - current portion	541	508
Operating lease liabilities - non-current portion	187	602
Discount based on incremental borrowing rate, operating lease	$ 16
Vehicles
Lessee, Lease, Description [Line Items]
Finance Lease, Weighted Average Discount Rate, Percent	6.80%
Six months ending December 31, 2024, finance lease	$ 332
2025, finance lease	1,220
2026, finance lease	1,065
2027, finance lease	683
2028, finance lease	143
Thereafter, finance lease	0
Future minimum lease payments, finance lease	3,443
Lease liabilities, finance lease	3,006
Lease liabilities - current portion, finance lease	1,046	827
Lease liabilities - non-current portion, finance lease	1,960	$ 1,801
Discount based on incremental borrowing rate, finance lease	$ 437

Derivative Financial Instruments and Fair Value Measurements - Summary of Commodity Swaps (Details)	24 Months Ended
	Dec. 31, 2024 MWh	Nov. 17, 2022 uSD_per_Megawatt-Hour	Oct. 17, 2022 uSD_per_Megawatt-Hour
Commodity Contract, Contract One
Derivative [Line Items]
Average Contract Price (per MWh) \| uSD_per_Megawatt-Hour			68.50
Commodity Contract, Contract One \| Forecast
Derivative [Line Items]
Notional Quantity per Year (“MWh”) \| MWh	70,176
Commodity Contract, Contract Two
Derivative [Line Items]
Average Contract Price (per MWh) \| uSD_per_Megawatt-Hour		81.50
Commodity Contract, Contract Two \| Forecast
Derivative [Line Items]
Notional Quantity per Year (“MWh”) \| MWh	35,088

Summary of Significant Accounting Policies - Changes in the Asset Retirement Obligation (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Asset retirement obligation, beginning balance	$ 6,728
Additions during the year	591
Deletion	(92)
Accretion expense	334	$ 307
Asset retirement obligation, ending balance	7,561
Less: current portion	(1,980)		$ (1,812)
Total asset retirement obligation, net of current portion	$ 5,581		$ 4,916

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Nov. 11, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-40272
Entity Registrant Name	OPAL FUELS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1578357
Entity Address, Address Line One	One North Lexington Avenue
Entity Address, Address Line Two	Suite 1450
Entity Address, City or Town	White Plains
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10601
City Area Code	914
Local Phone Number	705-4000
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	OPAL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001842279
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		28,429,477
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		71,500,000
Class D common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		72,899,037

Income taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax benefit	$ 8,906	$ 0	$ 8,906	$ 0
Effective tax rate	0.00%	0.00%	0.00%	0.00%

Derivative Financial Instruments and Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments and Fair Value Measurements

Interest rate swaps

During three months ended September 30, 2024, the Company entered into an interest rate swap for the notional amount of $30,000 of the OPAL Term Loan at a fixed interest rate of 3.354% with a maturity date of September 1, 2028 to hedge the SOFR-based floating interest rate.

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

The Company records the fair value of the interest rate swap as an asset or liability on its balance sheet. The effective portion of the swap is recorded in Accumulated other comprehensive income. There were no periodic settlements in three months ended September 30, 2024. The Company expects to release $150 from the Other comprehensive income in the next twelve months.

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


	September 30, 2024		December 31, 2023		Location of Fair Value Recognized in Balance Sheet
Derivatives designated as cash flow hedges:
Short term portion of the interest rate swaps	150		$	—	Derivative financial assets, current portion
Long term portion of the interest rate swaps	(209)		—		Derivative financial liability, non-current
	$	(59)	$	—

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


	Three Months Ended September 30,				Nine Months Ended September 30,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2024		2023		2024		2023
Swaption	—		—		—		(46)
Net periodic settlements	—		—		—		812
	$	—	$	—	$	—	$	766	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 one 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 continues to meet the normal purchase normal sale exclusion for all the reporting periods presented.

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 continues to meet the normal purchase normal sale exclusion for all the reporting periods presented.

The following table summarizes the commodity swaps in place as of September 30, 2024 and December 31, 2023. There were no new commodity swap contracts entered during the three and nine months ended September 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

70,176

68.50

November 17, 2022

January 1, 2023

December 31, 2024

35,088

81.50

The following table summarizes the effect of commodity swaps on the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023:


Derivatives not designated as hedging instruments	Location of (loss) gain recognized	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Commodity swaps - realized gain	Revenues - Renewable Power	$	200	$	493	$	609	$	1,373
Commodity swaps - unrealized gain (loss)	Revenues - Renewable Power	(170)		(30)		(494)		733
Total realized and unrealized gain	Revenues - Renewable Power	$	30	$	463	$	115	$	2,106

The following table summarizes the derivative assets and liabilities related to commodity swaps as of September 30, 2024 and December 31, 2023:

Fair Value

Location of Fair value recognized in Balance Sheet

September 30, 2024

December 31, 2023

Derivatives designated as economic hedges

Current portion of unrealized gain on commodity swaps

139

633

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 nine months ended September 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 nine months ended September 30, 2024 and 2023:


Derivative liability	Three Months Ended September 30,				Nine Months Ended September 30,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2024		2023		2024		2023

Put option to Meteora	$	—	$	—	$	—	$	(311)
Sponsor Earnout Awards	278		(338)		1,457		(201)
OPAL Earnout Awards	—		200		—		4,701
	$	278	$	(138)	$	1,457	$	4,189	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 $234,545 and $196,542 as of September 30, 2024 and December 31, 2023, respectively, approximates its fair value because our interest rate is variable and reflects current market rates.

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

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

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

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

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

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

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

The Company accounts for asset retirement obligations by recording the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions. These assumptions represent Level 3 inputs, which can regularly change. As such, the fair value measurement of asset retirement obligations is subject to changes in these unobservable inputs as of the measurement date. The Company used a discounted cash flow model in which cash outflows estimated to retire the asset are discounted to their present value using an expected discount rate. A significant increase (decrease) in the discount rate in isolation could result in a significantly lower (higher) fair value measurement. The Company estimated the fair value of its asset retirement obligations based on discount rates ranging from 5.75% to 8.5%.

The fair value of the Sponsor Earnout Awards as of September 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 $3.65 as of September 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 — 3.60% 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 3.0 year term of the earnout period;

•Dividend yield - zero.

The fair value of the OPAL Earnout Awards as of September 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.

Convertible note receivable

In July, 2024, the Company purchased a convertible note pursuant to which the Company has the right to convert the note into shares of common stock of the investee. The convertible note receivable is classified as available-for-sale. The Company elected to measure the Convertible note receivable initially and subsequently at fair value with changes reported in earnings to accurately reflect current market expectations and conditions. The Convertible note receivable is accounted for based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates of assumptions that market participants would use in pricing the asset. The Company presented the aggregate of fair value and non-fair value amounts in the same line item in the statement of financial position and disclosed the amount measured at fair value included in the aggregate amount. Interest income is included in the Convertible note receivable line. As of September 30, 2024, fair value of the Convertible note equaled to $761.

There were no transfers of assets between Level 1, Level 2, or Level 3 of the fair value hierarchy as of September 30, 2024.

The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of September 30, 2024 and December 31, 2023, set forth by level, within the fair value hierarchy:


	Fair value as of September 30, 2024
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	7,561	$	7,561
Earnout liabilities	—		—		443		443
Assets:
Cash and cash equivalents and restricted cash - current and non-current (1)	24,194		—		—		24,194
Short term investments	10,666		—		—		10,666
Interest rate swap contracts	—		150		—		150
Commodity swap contracts	—		139		—		139
Convertible note receivable	—		—		761		761


	Fair value as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	6,728	$	6,728
Earnout liabilities	—		—		1,900		1,900
Assets:
Cash and cash equivalents and restricted cash - current and non-current (1)	47,242						47,242
Short term investments	9,875		—		—		9,875
Commodity swap contracts	—		633		—		633

(1) Includes balances in money market accounts of $13,027 and $31,965, respectively as of September 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 nine months ended September 30, 2024 is included in Note 2, Summary of Significant Accounting Policies.

Derivative Financial Instruments and Fair Value Measurements - Narrative (Details) $ in Thousands	1 Months Ended
	Nov. 30, 2023 kWh uSD_per_Kilowatt_Hour	Nov. 30, 2022 uSD_per_Megawatt-Hour	Oct. 31, 2022 commodity_swap uSD_per_Megawatt-Hour	Sep. 30, 2024 USD ($) $ / shares yr	Dec. 31, 2023 USD ($)
Derivative [Line Items]
Long-term debt, excluding current portion				$ 234,545	$ 196,542
Fair Value, Recurring
Derivative [Line Items]
Fair value of convertible notes receivable				$ 761
Sponsor Earnout Awards
Derivative [Line Items]
Warrants expiration period				4 years
Share price \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input \| $ / shares				3.65
Expected volatility \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input				0.50
Risk free interest rate \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input				0.0360
Expected term \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input \| yr				3
Dividend yield \| Sponsor Earnout Awards
Derivative [Line Items]
Warrants, measurement input				0
Level 2
Derivative [Line Items]
Long-term debt, excluding current portion				$ 234,545	$ 196,542
Level 2 \| Fair Value, Recurring
Derivative [Line Items]
Fair value of convertible notes receivable				0
Level 3 \| Fair Value, Recurring
Derivative [Line Items]
Fair value of convertible notes receivable				$ 761
Forward Contracts
Derivative [Line Items]
Derivative, term of contract	2 years
Average contract price \| uSD_per_Kilowatt_Hour	0.0599
Minimum \| Level 3 \| Discount rate
Derivative [Line Items]
Asset retirement obligation, measurement input				0.0575
Minimum \| Forward Contracts
Derivative [Line Items]
Notional quantity per year \| kWh	1,875
Maximum \| Level 3 \| Discount rate
Derivative [Line Items]
Asset retirement obligation, measurement input				0.085
Maximum \| Forward Contracts
Derivative [Line Items]
Notional quantity per year \| kWh	2,145
Interest rate swap contracts \| Cash Flow Hedging
Derivative [Line Items]
Notional amount				$ 30,000
Fixed interest rate				3.354%
Gain to be reclassified in the next twelve months				$ 150
NextEra \| Commodity swap contracts
Derivative [Line Items]
Number of additional instruments held (in commodity swap) \| commodity_swap			2
Derivative, term of contract		2 years
Average contract price \| uSD_per_Megawatt-Hour		81.50
NextEra \| Commodity swap contracts \| Minimum
Derivative [Line Items]
Derivative, term of contract			1 year
Average contract price \| uSD_per_Megawatt-Hour			65.50
NextEra \| Commodity swap contracts \| Maximum
Derivative [Line Items]
Derivative, term of contract			2 years
Average contract price \| uSD_per_Megawatt-Hour			68.50

Intangible Assets, Net

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

Intangible assets, net, consisted of the following at September 30, 2024 and December 31, 2023:


	September 30, 2024
	Cost		Accumulated Amortization		Intangible Assets, Net		Weighted Average Amortization Period (Years)
Power purchase agreements	$	8,999	$	(7,602)	$	1,397	18.1
Transmission/distribution interconnection	1,600		(1,600)		—		15.1
Intellectual property	43		(43)		—		5.0
Total intangible assets	$	10,642	$	(9,245)	$	1,397


	December 31, 2023
	Cost		Accumulated Amortization		Intangible Assets, Net		Weighted Average Amortization Period (years)
Power purchase agreements	$	8,999	$	(7,926)	$	1,073	18.1
Transmission/distribution interconnection	1,600		(1,076)		524		15.1
Intellectual property	43		(36)		7		5.0
Total intangible assets	$	10,642	$	(9,038)	$	1,604

Amortization expense for the three and nine months ended months ended September 30, 2024 was $69 and $207, respectively. Amortization expense for the three and nine months ended September 30, 2023 was $154 and $467, respectively. At September 30, 2024, estimated future amortization expense for intangible assets is as follows:


Three months ended December 31, 2024	$	67
Fiscal year:
2025	267
2026	231
2027	171
2028	171
Thereafter	490
	$	1,397

Variable Interest Entities

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

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

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

As of September 30, 2024 and December 31, 2023, the Company held equity interests in seven VIEs — Sunoma, GREP, Emerald, Sapphire, Paragon, SJI Joint Venture (RNG Atlantic and RNG Burlington) and Central Valley.

As of September 30, 2024 and December 31, 2023, GREP, Paragon and SJI were presented as equity method investments and the remaining two VIEs — Sunoma and Central Valley are consolidated by the Company.

In 2020, the Company acquired a variable interest in Sunoma in a joint venture with a third-party who does not have any equity at risk but participates in proportionate share of income or losses, which may be significant. Additionally, the assets in Sunoma are collateralized under the Sunoma loan, the proceeds of which are used for partial financing of the construction of the Sunoma facility. Therefore, the significant assets and liabilities of Sunoma are parenthesized in the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023.

The Company determined that each of these entities is a VIE 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 September 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;


	As of September 30, 2024		As of December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	395	$	166
Accounts receivable, net	361		33
Restricted cash - current	953		4,395
Parts inventory	29		29
Prepaid expenses and other current assets	21		107
Total current assets	1,759		4,730
Property, plant and equipment, net	25,514		26,626
Restricted cash, non-current	2,208		1,850
Total assets	$	29,481	$	33,206
Liabilities and equity
Current liabilities:
Accounts payable	$	26	$	744
Accounts payable, related party	383		1,046
Accrued expenses	753		647
Accrued payroll	39		—
Other current liabilities	99		92
Sunoma Loan- current portion	1,722		1,608
Total current liabilities	3,022		4,137
Sunoma loan, net of debt issuance costs	18,773		20,010
Other long-term liabilities	2,398		211
Total liabilities	24,193		24,358
Equity
Stockholders' equity	4,703		7,893
Non-redeemable non-controlling interests	585		955
Total equity	5,288		8,848
Total Liabilities and Equity	$	29,481	$	33,206

Related Parties - Narrative (Details) $ in Thousands				1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
Related Parties - Narrative (Details) $ in Thousands	Oct. 10, 2023 USD ($)	Nov. 29, 2021 USD ($) subsidiary shares	Dec. 31, 2020 USD ($)	Aug. 31, 2021 USD ($) shares	Jun. 30, 2021	Sep. 30, 2024 USD ($) commodity_swap	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) commodity_swap	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) commodity_swap shares	Dec. 31, 2022 USD ($) shares
Related Party Transaction [Line Items]
Preferred dividend						$ 2,014		$ 6,041
Paid in kind dividends							$ 2,126		$ 6,408
Stock subscribed (in shares) \| shares		1,000,000
Amount sold										$ 100,000	$ 100,000
Stock issued (in shares) \| shares										1,000,000	1,000,000
Total revenues						84,047	71,101	219,949	169,100
Loss from equity method investments						(3,822)	(1,726)	(11,828)	(1,433)
Selling, general, and administrative						$ 12,692	13,273	$ 39,552	39,664
Commodity swap contracts
Related Party Transaction [Line Items]
Number of derivative instruments held \| commodity_swap						2		2		2
Renewable Power
Related Party Transaction [Line Items]
Total revenues						$ 12,788	13,708	$ 35,119	43,543
RNG Fuel
Related Party Transaction [Line Items]
Total revenues						25,864	20,088	63,036	37,468
Fuel Station Services
Related Party Transaction [Line Items]
Total revenues						45,395	37,305	121,794	88,089
Reynolds
Related Party Transaction [Line Items]
Percentage of ownership interest acquired				100.00%
Cash payments				$ 12,020
Related Party
Related Party Transaction [Line Items]
Accounts payable						8,380		8,380		$ 7,024
Related Party \| Renewable Power
Related Party Transaction [Line Items]
Total revenues						1,799	1,732	5,129	5,006
Related Party \| RNG Fuel
Related Party Transaction [Line Items]
Total revenues						22,798	18,782	54,174	32,909
Related Party \| Fuel Station Services
Related Party Transaction [Line Items]
Total revenues						10,616	6,942	27,885	10,875
Related Party \| Hillman
Related Party Transaction [Line Items]
Common units, shares issued (in shares) \| shares		14
Other receivables		$ 30,000
Paid in kind dividends							656		1,986
Related Party \| NextEra
Related Party Transaction [Line Items]
Accounts payable						500		500		$ 501
Related Party \| Reynolds \| GREP
Related Party Transaction [Line Items]
Cash consideration				$ 1,570
Related Party \| Pine Bend, Sunoma And Noble Road \| Environmental Processing Fees
Related Party Transaction [Line Items]
Total revenues						1,910	570	$ 6,349	1,711
Term of related party contract (in years)								10 years
Related Party \| Fortistar \| Interim Services Agreement
Related Party Transaction [Line Items]
Monthly fee, maximum	$ 50
Selling, general, and administrative						150		$ 450
Related Party \| Costar
Related Party Transaction [Line Items]
Selling, general, and administrative						$ 1,530	1,334	$ 4,373	4,110
Related Party \| Costar \| Management Services Agreement
Related Party Transaction [Line Items]
Term of related party contract (in years)					36 months
Parent Company \| Fortistar \| Administrative Services Agreement
Related Party Transaction [Line Items]
Written notice of termination period (in days)			180 days
Service fees per year			$ 580
GREP
Related Party Transaction [Line Items]
Percentage of ownership				20.00%		20.00%		20.00%
Loss from equity method investments						$ 418	$ 374	$ 710	$ 810
GREP \| BioTown Biogas LLC (“Biotown”)
Related Party Transaction [Line Items]
Percentage of ownership				50.00%
RNG Fuel \| NextEra
Related Party Transaction [Line Items]
Minimum of environmental attributes to be sold, percentage		90.00%
RNG Fuel \| Hillman \| Related Party
Related Party Transaction [Line Items]
Number of noncontrolling interests in renewable natural gas project subsidiaries \| subsidiary		4
Series A-1 preferred units \| Related Party \| Hillman
Related Party Transaction [Line Items]
Preferred units, shares issued (in shares) \| shares		300,000
Preferred dividend						$ 603		$ 1,812
Class B common stock \| Related Party \| Reynolds \| GREP
Related Party Transaction [Line Items]
Equity investment held (in shares) \| shares				1,570

Investments in Other Entities - Summary of Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Aug. 31, 2021
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance		$ 207,099
Net income from equity method investment		16,129
Contribution to equity method investments	$ (500)	13,956
Distributions from return on investment in equity method investment		(13,661)	$ 0
Distributions from return of investment in equity method investment		(1,756)	$ (13,331)
Accumulated other comprehensive income		5
Amortization of basis difference		(4,300)
Ending balance		$ 217,472
Pine Bend
Schedule of Equity Method Investments [Line Items]
Percentage of ownership		50.00%
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance		$ 21,062
Net income from equity method investment		3,620
Contribution to equity method investments		0
Distributions from return on investment in equity method investment		(3,480)
Distributions from return of investment in equity method investment		(695)
Accumulated other comprehensive income		0
Amortization of basis difference		(140)
Ending balance		$ 20,367
Noble Road
Schedule of Equity Method Investments [Line Items]
Percentage of ownership		50.00%
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance		$ 22,174
Net income from equity method investment		4,222
Contribution to equity method investments		0
Distributions from return on investment in equity method investment		(4,300)
Distributions from return of investment in equity method investment		0
Accumulated other comprehensive income		0
Amortization of basis difference		(444)
Ending balance		$ 21,652
GREP
Schedule of Equity Method Investments [Line Items]
Percentage of ownership		20.00%		20.00%
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance		$ 2,015
Net income from equity method investment		(710)
Contribution to equity method investments		0
Distributions from return on investment in equity method investment		0
Distributions from return of investment in equity method investment		0
Accumulated other comprehensive income		0
Amortization of basis difference		0
Ending balance		$ 1,305
SJI
Schedule of Equity Method Investments [Line Items]
Percentage of ownership		50.00%
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance		$ 1,567
Net income from equity method investment		(601)
Contribution to equity method investments		8,050
Distributions from return on investment in equity method investment		0
Distributions from return of investment in equity method investment		0
Accumulated other comprehensive income		0
Amortization of basis difference		0
Ending balance		$ 9,016
Paragon
Schedule of Equity Method Investments [Line Items]
Percentage of ownership		50.00%
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance		$ 160,281
Net income from equity method investment		9,598
Contribution to equity method investments		5,906
Distributions from return on investment in equity method investment		(5,881)
Distributions from return of investment in equity method investment		(1,061)
Accumulated other comprehensive income		5
Amortization of basis difference		(3,716)
Ending balance		$ 165,132

Borrowings - Narrative (Details) $ in Thousands				3 Months Ended		9 Months Ended
Borrowings - Narrative (Details) $ in Thousands	Sep. 01, 2023 USD ($)	Jul. 19, 2022 USD ($)	Aug. 27, 2020 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023	Sep. 30, 2024 USD ($)	Sep. 30, 2023	Dec. 31, 2023 USD ($)	Oct. 22, 2021 USD ($)	May 01, 2021 USD ($)	Sep. 21, 2015 USD ($)
Sunoma Loan
Debt Instrument [Line Items]
Aggregate principal amount			$ 20,000
Debt outstanding				$ 21,261		$ 21,261		$ 22,453
Minimum required debt service coverage ratio			1.25
Maximum debt to worth ratio			5
Minimum current ratio			1.0
Interest rate during period				8.10%	8.00%	8.20%	8.00%
Sunoma Loan \| Sunoma
Debt Instrument [Line Items]
Financing fees paid			$ 635
Permanent Loan
Debt Instrument [Line Items]
Aggregate principal amount		$ 23,000
Basis spread on permanent loan		3.50%
Interest rate on loan		7.75%
Payment of quarterly amortization		$ 380
Convertible Notes Payable
Debt Instrument [Line Items]
Aggregate principal amount										$ 50,000
Interest rate on loan					8.00%		8.00%			8.00%
Senior Secured Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount											$ 150,000
Weighed average effective interest rate					5.60%		5.60%
Municipality Loan
Debt Instrument [Line Items]
Weighed average effective interest rate					3.00%		3.00%
OPAL Term Loan \| Secured Debt
Debt Instrument [Line Items]
Aggregate principal amount									$ 125,000
Debt outstanding				$ 231,618		$ 231,618		$ 186,618
Weighed average effective interest rate				9.20%	9.20%	8.70%	8.80%
Credit Agreement \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Aggregate principal amount	$ 450,000
Term of loan (in years)	18 months
Amortization rate	1.00%
Minimum required debt service coverage ratio	1.2
Minimum debt to cash flow ratio	4.5
Minimum debt to cash flow ratio after delayed draw availability period	4.0
Credit Agreement \| Line of Credit \| Secured Debt \| Minimum
Debt Instrument [Line Items]
Cash sweep	25.00%
Credit Agreement \| Line of Credit \| Secured Debt \| Maximum
Debt Instrument [Line Items]
Cash sweep	100.00%
Credit Agreement \| Line of Credit \| Secured Debt \| Variable Rate, Fixed Margin, Period One
Debt Instrument [Line Items]
Basis spread on permanent loan	3.50%
Credit Agreement \| Line of Credit \| Secured Debt \| Variable Rate, Fixed Margin, Period Two
Debt Instrument [Line Items]
Basis spread on permanent loan	0.25%
Credit Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit arrangement borrowing capacity	$ 50,000
Draws on letters of credit						$ 45,000
Proceeds from issuance						$ 14,088
Credit Agreement \| Letter of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Financing fees paid	$ 9,976
Senior Secured Credit Facility - Term Loan \| Senior Secured Credit Facility \| Secured Debt
Debt Instrument [Line Items]
Aggregate principal amount											125,000
Senior Secured Credit Facility - Working Capital Facility \| Senior Secured Credit Facility \| Letter of Credit
Debt Instrument [Line Items]
Revolving credit arrangement borrowing capacity											19,000
Senior Secured Credit Facility - Debt Reserve And Liquidity Facility \| Senior Secured Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount											$ 6,000

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Redeemable preferred stock dividends, noncontrolling interest	$ 2,185	$ 2,186	$ 6,561	$ 7,043

Derivative Financial Instruments and Fair Value Measurements - Other Derivative Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Derivative [Line Items]
Change in fair value of derivative instruments, net	$ 0	$ 0	$ 0	$ 766
Other Derivatives
Derivative [Line Items]
Change in fair value of derivative instruments, net	278	(138)	1,457	4,189
Put option to Meteora
Derivative [Line Items]
Change in fair value of derivative instruments, net	0	0	0	(311)
Sponsor Earnout Awards
Derivative [Line Items]
Change in fair value of derivative instruments, net	278	(338)	1,457	(201)
OPAL Earnout Awards
Derivative [Line Items]
Change in fair value of derivative instruments, net	$ 0	$ 200	$ 0	$ 4,701

Summary of Significant Accounting Policies - Project Development and Startup Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Accounting Policies [Abstract]
Virtual pipeline costs	$ 5,689	$ 0	$ 8,348	$ 700
ITC related expenses	228	0	258	0
Site lease expenses	304	490	872	996
Legal and professional fees	336	250	726	926
Royalties	0	0	0	833
Management services	6	4	6	205
Other	240	230	313	312
Total Project development and startup costs	$ 6,803	$ 974	$ 10,523	$ 3,972

Investments in Other Entities - Summary of Net Income (Loss) From Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Equity Method Investments [Line Items]
Revenue	$ 84,047	$ 71,101	$ 219,949	$ 169,100
Net income	17,107	227	19,692	106,931
Net income from equity method investments	3,822	1,726	11,828	1,433
Equity Method Investment
Schedule of Equity Method Investments [Line Items]
Revenue	26,123	9,463	77,097	23,927
Gross profit	10,799	(11,268)	31,812	(1,392)
Net income	$ 7,182	$ 4,533	$ 26,579	$ 1,634

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 7: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 23: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

+ Details

- Definition

Amount of income (loss) for proportionate share of equity method investee's income (loss).

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 205
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478009/946-205-45-3

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(16))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 19
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-19

Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 31: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4J
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481175/810-10-55-4J

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4K
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481175/810-10-55-4K

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-2

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481203/810-10-50-1A

+ Details

- Definition

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

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

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

+ Details

Stock-based compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Equity Awards Under 2022 Plan

A summary of the equity awards under the 2022 Plan for the nine months ended September 30, 2024 is as follows:


	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	949,936	$	6.98			$	6,627	Equal installments vesting over one or three years.
Granted during the nine months ending September 30, 2024	1,300,557	4.98				6,479		Equal installments vesting over one or three years.
Vested during 2024	(326,888)	7.00				(2,287)
Withheld for settlement of taxes	(115,843)	6.98				(809)
Forfeitures during 2024	(56,546)	5.45				(308)
Restricted Stock Units outstanding as of September 30, 2024	1,751,216	5.54				9,702
Stock Options(1):
Unvested awards as of December 31, 2023	175,890	$	5.26	$	6.97	$	925	Three equal installments vesting over three years
Granted during the nine months ending September 30, 2024	360,298	3.40		5.02		1,225		Three equal installments vesting over three years
Forfeitures during 2024	(29,067)	3.77		5.41		(110)
Outstanding Stock Options at September 30, 2024	507,121	4.02		5.67		2,040
Stock Options vested and exercisable as of September 30, 2024	62,327	5.26		6.97		328
Performance Stock Units:
Unvested awards as of December 31, 2023	239,680	6.97				1,671		100% vesting on March 31, 2026
Granted during the nine months ending September 30, 2024	456,308	4.97				2,267		100% vesting on March 31, 2027
Vested during 2024	(873)	4.96				(5)
Forfeitures during 2024	(34,784)	5.63				(196)
Performance Stock Units outstanding as of September 30, 2024	660,331	5.66				3,737
Total awards outstanding as of September 30, 2024	2,918,668	$	5.30			$	15,479

(1) Stock options have an expiration term of 10-years.

Stock-based Compensation Expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

2022 Plan	$	1,457	$	1,739	$	4,043	$	4,267
Parent equity awards	$	—	$	160	$	269	$	480
	$	1,457	$	1,899	$	4,312	$	4,747

Goodwill (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Goodwill

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


	RNG Fuel		Fuel Station Services		Total
Balance at December 31, 2023	$	51,155	$	3,453	$	54,608
Balance at September 30, 2024	$	51,155	$	3,453	$	54,608

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

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

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

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

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

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

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

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

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

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

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

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

+ Details

Investments in Other Entities (Tables)

9 Months Ended

Sep. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Summary of Equity Method Investments

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


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

Balance at December 31, 2023	$	21,062		$	22,174		$	2,015		$	1,567		$	160,281		$	207,099
Net income from equity method investment	3,620			4,222			(710)			(601)			9,598			16,129
Contribution by the Company	—			—			—			8,050			5,906			13,956
Distributions from return on investment in equity method investment (1)	(3,480)			(4,300)			—			—			(5,881)			(13,661)
Distributions from return of investment in equity method investment (2)	(695)			—			—			—			(1,061)			(1,756)
Accumulated other comprehensive income	—			—			—			—			5			5
Amortization of basis difference (3)	(140)			(444)			—			—			(3,716)			(4,300)
Balance at September 30, 2024	$	20,367		$	21,652		$	1,305		$	9,016		$	165,132		$	217,472

(1) Recorded as part of cash flows from operating activities for the nine months ended September 30, 2024.

(2) Recorded as part of cash flows from investing activities for the nine months ended September 30, 2024.

(3) Reflected in Income from equity method investments in the condensed consolidated statement of operations for the nine months ended September 30, 2024.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue	$	26,123	$	9,463	$	77,097	$	23,927
Gross profit	10,799		(11,268)		31,812		(1,392)
Net income	7,182		4,533		26,579		1,634

Net income from equity method investments (1)	$	3,822	1,726		$	11,828	$	1,433

(1) Net income from equity method investments represents our portion of the net income from equity method investments including amortization of any basis differences.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents (includes $395 and $166 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)	$ 20,332	$ 38,348
Accounts receivable, net (includes $361 and $33 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)	39,609	27,623
Restricted cash - current (includes $953 and $4,395 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)	953	4,395
Short term investments	10,666	9,875
Fuel tax credits receivable	5,965	5,345
Contract assets	9,648	6,790
Parts inventory (includes $29 and $29 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)	10,491	10,191
Convertible note receivable	761	0
Environmental credits held for sale	4,096	172
Prepaid expense and other current assets (includes $21 and $107 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)	4,666	6,005
Derivative financial assets - current portion	289	633
Total current assets	122,609	128,073
Capital spares	4,167	3,468
Property, plant, and equipment, net (includes $25,514 and $26,626 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)	410,247	339,493
Operating lease right-of-use assets	12,964	12,301
Investment in other entities	217,472	207,099
Note receivable - variable fee component	2,509	2,302
Other long-term assets	2,206	1,162
Intangible assets, net	1,397	1,604
Restricted cash - non-current (includes $2,208 and $1,850 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)	2,909	4,499
Goodwill	54,608	54,608
Total assets	831,088	754,609
Current liabilities:
Fuel tax credits payable	4,525	4,558
Accrued payroll (includes $39 and $— at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)	7,970	9,023
Accrued capital expenses	24,721	15,128
Accrued expenses and other current liabilities (includes $753 and $647 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)	19,811	14,245
Contract liabilities	6,149	6,314
OPAL Term Loan - current portion	6,949	0
Sunoma Loan - current portion (includes $1,722 and $1,608 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)	1,722	1,608
Operating lease liabilities - current portion	763	638
Other current liabilities (includes $99 and $92 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)	1,693	92
Asset retirement obligation, current portion	1,980	1,812
Total current liabilities	97,789	74,343
Asset retirement obligation - non-current portion	5,581	4,916
OPAL Term Loan - non-current portion	215,772	176,532
Sunoma Loan, net of debt issuance costs (includes $18,773 and $20,010 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)	18,773	20,010
Operating lease liabilities - non-current portion	12,400	11,824
Earn out liabilities	443	1,900
Derivative liabilities - non-current portion	209	0
Other long-term liabilities (includes $2,398 and $211 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)	10,243	7,599
Total liabilities	361,210	297,124
Commitments and contingencies
Stockholders' deficit
Additional paid-in capital	0	0
Accumulated deficit	(168,458)	(467,195)
Accumulated other comprehensive loss	(25)	(15)
Class A common stock in treasury, at cost; 1,635,783 and 1,635,783 shares at September 30, 2024 and December 31, 2023, respectively	(11,614)	(11,614)
Total Stockholders' deficit attributable to the Company	(180,080)	(478,807)
Non-redeemable non-controlling interests	585	955
Total Stockholders' deficit	(179,495)	(477,852)
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit	831,088	754,609
Redeemable preferred non-controlling interests
Current liabilities:
Redeemable non-controlling interests	130,000	132,617
Redeemable non-controlling interests
Current liabilities:
Redeemable non-controlling interests	519,373	802,720
Class A common stock
Stockholders' deficit
Common stock	3	3
Class B common stock
Stockholders' deficit
Common stock	7	0
Class C common stock
Stockholders' deficit
Common stock	0	0
Class D common stock
Stockholders' deficit
Common stock	7	14
Related Party
Current assets:
Accounts receivable, related party	15,133	18,696
Current liabilities:
Accounts payable	8,380	7,024
Nonrelated Party
Current liabilities:
Accounts payable	$ 13,126	$ 13,901

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

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Changes in Redeemable Preferred Units


	Series A-1 preferred units			Series A preferred units
	Units	Amount		Units	Amount		Total
Balance, December 31, 2023	300,000	$	30,604	1,000,000	$	102,013	$	132,617
Preferred dividends attributable to OPAL Fuels	—	1,515		—	5,050		6,565
Preferred dividends attributable to Class A common stockholders	—	297		—	990		1,287
Payment of Preferred dividends	—	(2,416)		—	(8,053)		(10,469)
Balance, September 30, 2024	300,000	$	30,000	1,000,000	$	100,000	$	130,000

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit - Changes in Redeemable Preferred Units (Details) - USD ($) $ in Thousands	3 Months Ended					9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024
Redeemable Preferred non-controlling interests
Increase (Decrease) In Temporary Equity, Amount [Roll Forward]
Beginning balance	$ 130,000	$ 130,000	$ 132,617	$ 140,905	$ 138,142	$ 132,617
Preferred dividends attributable to OPAL Fuels						6,565
Preferred dividends attributable to Class A common stockholders						1,287
Paid-in-kind preferred dividend	(2,617)	(2,618)	(5,235)	2,849	2,763	(10,469)
Ending balance	$ 130,000	$ 130,000	$ 130,000	$ 143,754	$ 140,905	$ 130,000
Series A-1 preferred units
Increase (Decrease) In Temporary Equity, Units [Roll Forward]
Beginning balance (in shares)			300,000			300,000
Ending balance (in shares)	300,000					300,000
Increase (Decrease) In Temporary Equity, Amount [Roll Forward]
Beginning balance			$ 30,604			$ 30,604
Preferred dividends attributable to OPAL Fuels						1,515
Preferred dividends attributable to Class A common stockholders						297
Paid-in-kind preferred dividend						(2,416)
Ending balance	$ 30,000					$ 30,000
Series A preferred units
Increase (Decrease) In Temporary Equity, Units [Roll Forward]
Beginning balance (in shares)			1,000,000			1,000,000
Ending balance (in shares)	1,000,000					1,000,000
Increase (Decrease) In Temporary Equity, Amount [Roll Forward]
Beginning balance			$ 102,013			$ 102,013
Preferred dividends attributable to OPAL Fuels						5,050
Preferred dividends attributable to Class A common stockholders						990
Paid-in-kind preferred dividend						(8,053)
Ending balance	$ 100,000					$ 100,000

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Right-Of-Use Assets And Lease Liabilities

Right-of-use assets and Lease liabilities as of September 30, 2024 and December 31, 2023 are as follows:


Description	Location in Balance Sheet	September 30, 2024		December 31, 2023
Assets:
Operating leases (1):
Site leases	Right-of-use assets	$	12,331	$	11,330
Office lease	Right-of-use assets	633		971
		12,964		12,301
Finance leases (1):
Vehicle leases	Property, plant and equipment, net	2,913		2,580
Site lease	Property, plant and equipment, net	5,829		6,469
		8,742		9,049

Total lease right-of-use assets		$	21,706	$	21,350
Liabilities (1):
Sites leases	Lease liabilities - current portion	222		$	130
Office lease	Lease liabilities - current portion	541		508
Vehicle leases - finance	Accrued expenses and other current liabilities	1,046		827
Site leases - finance	Accrued expenses and other current liabilities	430		571
		2,239		2,036

Sites leases	Lease liabilities - non-current portion	12,213		11,222
Office lease	Lease liabilities - non-current portion	187		602
Vehicle leases - finance	Other long-term liabilities	1,960		1,801
Site leases - finance	Other long-term liabilities	5,780		5,587
		20,140		19,212

Total lease liabilities		$	22,379	$	21,248

(1) The 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 nine months ended September 30, 2024 and 2023:


Description	Location in Statement of Operations	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Operating lease expense for site leases	Cost of sales - RNG Fuel	$	281	$	263	$	846	$	789
Operating lease expense for office lease	Selling, general, administrative expenses	121		121		363		363
Amortization of right-of-use assets - finance leases	Depreciation, amortization and accretion expense	464		155		1,300		436
Interest expense on lease liabilities - finance leases	Interest and financing expense, net	144		24		432		61
		$	1,010	$	563	$	2,941	$	1,649

The Company does not have material short term lease expense for the three and nine months ended September 30, 2024 and 2023.

The Company did not enter into any operating leases greater than 12 months for the nine months ended September 30, 2024.


Weighted average remaining lease term (years)						September 30, 2024
Operating leases						20.8 years
Finance leases						6.3 years

Future Minimum Lease Payments - Operating Leases

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of September 30, 2024:


	Site leases			Office leases			Vehicle leases			Site lease - Finance			Total

Weighted average discount rate	7.2		%	3.6		%	6.8		%	6.5		%

three months ending December 31, 2024	$	261		$	135		$	332		$	803		$	1,531
2025	1,044			562			1,220			963			3,789
2026	1,051			47			1,065			963			3,126
2027	1,129			—			683			963			2,775
2028	1,129			—			143			4,250			5,522
Thereafter	20,159			—			—			—			20,159
	24,773			744			3,443			7,942			36,902

Present value of lease liability	12,435			728			3,006			6,210			22,379

Lease liabilities - current portion	222			541			1,046			430			2,239
Lease liabilities - non-current portion	12,213			187			1,960			5,780			20,140
Total lease liabilities	$	12,435		$	728		$	3,006		$	6,210		$	22,379

Discount based on incremental borrowing rate	$	12,338		$	16		$	437		$	1,732		$	14,523

Future Minimum Lease Payments - Finance Leases

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of September 30, 2024:


	Site leases			Office leases			Vehicle leases			Site lease - Finance			Total

Weighted average discount rate	7.2		%	3.6		%	6.8		%	6.5		%

three months ending December 31, 2024	$	261		$	135		$	332		$	803		$	1,531
2025	1,044			562			1,220			963			3,789
2026	1,051			47			1,065			963			3,126
2027	1,129			—			683			963			2,775
2028	1,129			—			143			4,250			5,522
Thereafter	20,159			—			—			—			20,159
	24,773			744			3,443			7,942			36,902

Present value of lease liability	12,435			728			3,006			6,210			22,379

Lease liabilities - current portion	222			541			1,046			430			2,239
Lease liabilities - non-current portion	12,213			187			1,960			5,780			20,140
Total lease liabilities	$	12,435		$	728		$	3,006		$	6,210		$	22,379

Discount based on incremental borrowing rate	$	12,338		$	16		$	437		$	1,732		$	14,523

Reportable Segments and Geographic Information - Narrative (Details)	9 Months Ended
	Sep. 30, 2024 segment
Segment Reporting [Abstract]
Number of operating segments	4
Number of reportable segments	4

Borrowings - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Convertible note payable mark-to-market			$ 0	$ 1,579
Commitment fees and other finance fees	$ 664	$ 248	2,126	560
Amortization of deferred financing cost	191	652	1,310	1,447
Interest expense on finance leases	144	24	432	61
Interest income	(428)	(563)	(1,578)	(2,448)
Total interest expense	5,026	2,885	13,976	4,482
Interest capitalized	1,019	842	3,093	4,627
Equipment loan
Debt Instrument [Line Items]
Interest expense	3	0	13	0
Senior Secured Credit Facility
Debt Instrument [Line Items]
Interest expense	0	0	2	282
Convertible Note Payable mark-to-market
Debt Instrument [Line Items]
Convertible note payable mark-to-market	0	436	0	1,579
Sunoma Loan
Debt Instrument [Line Items]
Interest expense	429	454	1,330	1,348
OPAL Term Loan
Debt Instrument [Line Items]
Interest expense	$ 4,023	$ 1,634	$ 10,341	$ 1,653

Variable Interest Entities - Schedule of Variable Interest Entities on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 20,332			$ 38,348
Accounts receivable, net	39,609			27,623
Restricted cash - current	953			4,395
Parts inventory	10,491			10,191
Prepaid expenses and other current assets	4,666			6,005
Total current assets	122,609			128,073
Property, plant and equipment, net	410,247			339,493
Restricted cash, non-current	2,909			4,499
Total assets	831,088			754,609
Current liabilities:
Accrued expenses	19,811			14,245
Accrued payroll	7,970			9,023
Other current liabilities	1,693			92
Sunoma Loan- current portion	1,722			1,608
Total current liabilities	97,789			74,343
Sunoma loan, net of debt issuance costs	18,773			20,010
Other long-term liabilities	10,243			7,599
Total liabilities	361,210			297,124
Equity
Stockholders' equity	(180,080)			(478,807)
Non-redeemable non-controlling interests	585			955
Total Stockholders' deficit	(179,495)	$ (272,513)	$ (381,663)	(477,852)	$ (852,060)	$ (760,602)	$ (791,386)	$ (774,156)
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit	831,088			754,609
Related Party
Current liabilities:
Accounts payable	8,380			7,024
Primary Beneficiary
Current assets:
Cash and cash equivalents	395			166
Accounts receivable, net	361			33
Restricted cash - current	953			4,395
Parts inventory	29			29
Prepaid expenses and other current assets	21			107
Total current assets	1,759			4,730
Property, plant and equipment, net	25,514			26,626
Restricted cash, non-current	2,208			1,850
Total assets	29,481			33,206
Current liabilities:
Accounts payable	26			744
Accrued expenses	753			647
Accrued payroll	39			0
Other current liabilities	99			92
Sunoma Loan- current portion	1,722			1,608
Total current liabilities	3,022			4,137
Sunoma loan, net of debt issuance costs	18,773			20,010
Other long-term liabilities	2,398			211
Total liabilities	24,193			24,358
Equity
Stockholders' equity	4,703			7,893
Non-redeemable non-controlling interests	585			955
Total Stockholders' deficit	5,288			8,848
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit	29,481			33,206
Primary Beneficiary \| Related Party
Current liabilities:
Accounts payable	$ 383			$ 1,046

Organization and Description of Business (Details)	9 Months Ended
Organization and Description of Business (Details)	Sep. 30, 2024 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	4

Stock-based compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 1,457	$ 1,899	$ 4,312	$ 4,747
2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	1,457	1,739	4,043	4,267
Parent equity awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 0	$ 160	$ 269	$ 480

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

These condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and 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. Please see the Project development and startup costs section within Note 2. Additionally, the Company also reclassified certain Asset retirement obligations from current to non-current in its condensed consolidated balance sheet as of December 31, 2023.

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 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 September 30, 2024, the Company accounted for its ownership interests in Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road"), Paragon RNG LLC ("Paragon") (Emerald RNG LLC ("Emerald") and Sapphire RNG LLC ("Sapphire")) , Land2Gas LLC (the "SJI Joint Venture") (Atlantic RNG LLC ("Atlantic") and Burlington RNG LLC ("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

In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280) ("ASU 2023-07"). The update improves the reportable segment disclosure requirements by requiring all entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), report other segment items (segment revenue less the significant expenses disclosed and profit or loss) by reportable segment, title and position of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. Additionally, ASU 2023-07 requires that if the CODM uses more than one measure of a segment's net income or loss in assessing segment performance and deciding how to allocate resources, the entity may report one or more of those additional measures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively for all periods presented. The Company expects to report significant operating expenses by segment, the title and position of our CODMs, description of how our CODMs assess segment performance and allocate resources and other additional disclosures. The ASU will have a material impact on the disclosures relating to segment reporting in our condensed consolidated financial statements.

Emerging Growth Company Status

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

Cash, Cash Equivalents, and Restricted Cash

Cash, cash equivalents, and restricted cash consisted of the following as of September 30, 2024 and December 31, 2023:


	September 30, 2024		December 31, 2023
Current assets:
Cash and cash equivalents	$	20,332	$	38,348
Restricted cash - current (1)	953		4,395
Long-term assets:
Restricted cash held as collateral (2)	2,909		4,499
Total cash, cash equivalents, and restricted cash	$	24,194	$	47,242

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

Short term investments

The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity greater than three months at the time of purchase to be short term investments. The short term investments of $10,666 and $9,875 as of September 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

In connection with the business combination completed in July 2022 and pursuant to a sponsor letter agreement, ArcLight CTC Holdings II, L.P. (the "Sponsor") agreed to subject 10% of its Class A common stock (received as a result of the conversion of its ArcLight Class B ordinary shares immediately prior to the closing) to vesting and forfeiture conditions relating to VWAP targets for the Company's Class A common stock sustained over a period of 60 months following the closing. OPAL Fuels equity holders are eligible to receive an aggregate of 10,000,000 shares of Class B and Class D common stock upon the Company achieving each earn-out event during the earn-out period. The earnout awards (the "Earnout Awards") were recognized at fair value on the closing date and classified as a liability which is remeasured at each balance sheet date and any change in fair value is recognized in the Company's condensed consolidated statement of operations as part of change in fair value of derivative instruments, net. For the three and nine months ended September 30, 2024, the Company recorded a gain of $278 and $1,457 in its condensed consolidated statements of operations. For the

three and nine months ended September 30, 2023, the Company recorded a loss of $(138) and a gain of $4,499, respectively, in its condensed consolidated statements of operations. As of September 30, 2024 and December 31, 2023, the Company recorded $443 and $1,900, respectively, on its condensed consolidated balance sheets.

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.

At each balance sheet date, the mezzanine equity classified Redeemable non-controlling interests is adjusted up to their maximum redemption value if necessary, with an offset in Stockholders' equity. As of September 30, 2024, the maximum redemption value was $519,373.

Project development and startup costs

The Company has multiple RNG projects under construction for which the Company incurs certain development costs such as legal, consulting fees for joint venture structuring, royalties to the landfill owner, fines, settlements, site lease expenses and certification costs. Additionally, the Company also incurs certain expenses on new RNG projects that started operating for the first two years such as virtual pipeline costs (trucking costs incurred until a physical pipeline is connected) and ramp up costs. These costs are temporary and non-recurring over the project lifetime. Historically, the Company included these expenses in Cost of sales - RNG Fuel and Selling, general and administrative expenses with no associated revenues. For the three and nine months ended September 30, 2024 and 2023, the Company is presenting these expenses in a separate line within operating expenses to provide additional information to the readers of the financial statements regarding the ongoing profitability of our RNG projects in operation.

The following table provides information on the types of expenses classified under this expense category:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Virtual pipeline costs (1)	$	5,689	$	—	$	8,348	$	700
ITC related expenses	228		—		258		—
Site lease expenses	304		490		872		996
Legal and professional fees	336		250		726		926
Royalties	—		—		—		833
Management services (2)	6		4		6		205
Other	240		230		313		312
Total Project development and startup costs	$	6,803	974		10,523		3,972

(2) 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 credit losses was $0 and $0 at September 30, 2024 and December 31, 2023.

Asset Retirement Obligation

The Company accounts for asset retirement obligations in accordance with FASB ASC 410, Asset Retirement and Environmental Obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The fair value of the estimated asset retirement obligations is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The discounted asset retirement costs capitalized amount 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 September 30, 2024 and December 31, 2023, the Company estimated the value of its total asset retirement obligations to be $7,561 and $6,728, respectively.

The changes in the asset retirement obligations were as follows as of September 30, 2024:


	September 30, 2024
Balance, December 31, 2023 - Current and non-current	$	6,728
Additions during the year	591
Deletion	(92)
Accretion expense	334
Total asset retirement obligation	7,561
Less: current portion	(1,980)
Total asset retirement obligation, net of current portion	$	5,581

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 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 September 30, 2024 and 2023, the Company earned net revenues after discount and fees of $33,414 and $25,724, respectively under this contract which was recorded as part of Revenues - RNG Fuel and Fuel Station Services. For the nine months ended September 30, 2024 and 2023, the Company earned net revenues after discount and fees of $82,059 and $43,784, 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 September 30, 2024, the Company recorded $2,263 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 September 30, 2024 and 2023, the Company earned net revenues of $5,151 and $3,732, respectively under the contracts which were recorded as part of Revenues - Renewable Power in the condensed consolidated statement of operations. For the nine months ended September 30, 2024 and 2023, the Company earned net revenues of $13,439 and $13,425, respectively under the contracts which were recorded as part of Revenues - Renewable Power in the condensed consolidated statement of operations.

Regulatory changes implemented by the European Union Commission are expected to take effect on November 21, 2024 that will exclude biomethane produced outside of the European Union from being certified as eligible to be sold in accordance with the European Union Renewable Energy Directive. As a result, we anticipate that all of our contracts governing sales of ISCC Carbon Credits will be terminated on or before November 21, 2024. Following such terminations, we expect to continue to earn revenues from sale of electricity generated by these Renewable Power facilities and the associated environmental attributes.

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:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Renewable Power sales	$	7,011	$	8,930	$	19,663	$	26,925
Third party construction	10,358		15,182		29,853		37,429
Service	5,737		4,824		16,174		13,728
Brown gas sales	7,987		1,917		19,357		17,268
Environmental credits (1)	50,483		38,479		128,530		68,848
Parts sales	775		629		1,923		1,965
Other (2)	275		—		892		—
Total revenue from contracts with customers	82,626		69,961		216,392		166,163
Lease revenue (3)	1,421		1,140		3,557		2,937
Total revenue	$	84,047	$	71,101	$	219,949	$	169,100

(2) Includes management fee revenues earned from management of operations of equity method entities.

For the three months ended September 30, 2024 and 2023, 12% and 21%, respectively of revenue was recognized over time, and the remainder was for products and services transferred at a point in time. For the nine months ended months ended September 30, 2024 and 2023, 14% and 22%, 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Loss on warrant exchange	$	—	$	—	$	—	$	(338)
Gain on deconsolidation of VIEs (1)	—		—		—		122,873
Change in fair value of Convertible note receivable	11		—		11		—
Insurance proceeds (2)	349		—		349		—
Gain on transfer of non-financial asset in exchange for services received (3)	280		604		1,377		1,110
Other income	$	640	$	604	$	1,737	$	123,645

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

(2) Represents proceeds from business interruption insurance at one of our Renewable Power facilities.

(3) 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:


	September 30, 2024		December 31, 2023
Accounts receivable, net	$	39,609	$	27,623
Contract assets:
Cost and estimated earnings in excess of billings	$	6,824	$	4,630
Accounts receivable retainage, net	2,824		2,160
Contract assets total	$	9,648	$	6,790
Contract liabilities:
Billings in excess of costs and estimated earnings	$	6,149	$	6,314
Contract liabilities total	$	6,149	$	6,314

During the nine months ended months ended September 30, 2024, the Company recognized revenue of $3,746 that was included in "Contract liabilities" at December 31, 2023. During the nine months ended months ended September 30, 2023, the Company recognized revenue of $8,013 that was included in "Contract liabilities" at December 31, 2022.

Environmental credits held for sale

The Company provides dispensing and credit monetization services to OPAL owned facilities and third-party 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 environmental credits received as part of Revenues - Fuel Station Services and environmental credits held for sale within current assets based on their estimated fair value at contract inception. It is recorded at historical fair value at contract inception and reviewed to ensure it is recorded at lower of cost and net realizable value at each balance sheet date. Due to the historically higher LCFS pricing, the fair value at contract inception may be significantly higher than the net realizable value of the environmental credits generated at the period-end balance sheet date. For the three months ended September 30, 2024 and 2023, the Company recorded $1,443 and $1,452 as part of Cost of sales - Fuel Station Services in its condensed consolidated statements of operations to adjust environmental credits held for sale to lower of cost and net realizable value. For the nine months ended September 30, 2024 and 2023, the Company recorded $8,293 and $4,467 as part of Cost of sales - Fuel Station Services in its condensed consolidated statements of operations to adjust environmental credits held for sale to lower of cost and net realizable value.

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 September 30, 2024, the Company had a backlog of $52,035 of which $47,072 is anticipated to be recognized as revenue in the next 12 months.

Major Maintenance

Major maintenance is a component of maintenance expense and encompasses overhauls of internal combustion engines, gas compressors and electrical generators. Major maintenance is expensed as incurred. Major maintenance expense was $1,439 and $2,246 for the three months ended September 30, 2024 and 2023 respectively, and is included in cost of sales — Renewable Power in the condensed consolidated statements of operations. For the nine months ended September 30, 2024 and 2023 respectively, major maintenance expense included in cost of sales — Renewable Power was $6,812 and $6,476, respectively.

Vulnerability Due to Certain Concentrations

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

Income Taxes

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 nine months ended September 30, 2024, two customers accounted for 56% and 54% of the revenue, respectively. For the three and nine months ended September 30, 2023, two customers accounted for 49% and 41% of the revenue, respectively. At September 30, 2024, two customers accounted for 59% 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.

As of September 30, 2024, one vendor accounted for 12% of the accounts payable. As of December 31, 2023, one vendor accounted for 32% of the accounts payable.

Investment Tax Credits

In the third quarter of 2024, the Company sold to a third-party purchaser certain transferable Investment Tax Credits (ITCs) that had been generated by the Company from its investments in the Renewable Natural Gas segment.

The Company elected to consider expected transfers of the credits in assessing their realizability as part of the valuation allowance analysis and recognize changes in the estimated proceeds as an adjustment to its valuation allowance. The Company accounted for the ITC sale in accordance with ASC 740 by electing the flow-through method to recognize the ITC benefit when it arises.

The net proceeds from the sale of tax credits, totaling $8,906, were received in cash and recorded as a credit to income tax expense as of September 30, 2024. The cash flows related to the total income tax benefits are presented in the statement of cash flow in the ‘Net income (loss)’ line item in operating activities. Legal and insurance fees associated with the transaction, totaling $1,440, consisting of $1,182 of buyer's expenses paid by the Company which are recorded as part of Income Tax Benefit and $258 of the Company's costs have been recorded as Project development and startup costs,. Transaction costs are deductible for income tax purposes.

Reportable Segments and Geographic Information - Schedule of Net Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income	$ 17,107	$ 227	$ 19,692	$ 106,931
Equity Method Investment(s)	3,822	1,726	11,828	1,433
Renewable Power \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income	4,393	983	6,608	10,584
RNG Fuel \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income	2,294	10,821	7,045	8,044
Fuel Station Services \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income	10,262	5,530	23,053	7,429
Corporate \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net income	$ (3,664)	$ (18,833)	$ (28,842)	$ 79,441

- Definition

Amount of income (loss) for proportionate share of equity method investee's income (loss).

+ References + Details

- Definition

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

+ References

+ Details

Reportable Segments and Geographic Information - Schedule of Depreciation, Amortization and Accretion (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	$ 4,697	$ 3,739	$ 12,677	$ 10,934
Equity Method Investment(s)
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	(1,207)	(1,167)	(3,131)	(2,854)
Other
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	0	9	0	36
Renewable Power \| Operating Segments
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	998	1,488	3,011	4,389
RNG Fuel \| Operating Segments
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	3,331	2,492	8,613	6,808
Fuel Station Services \| Operating Segments
Segment Reporting Information [Line Items]
Depreciation, Amortization, and Accretion:	$ 1,575	$ 917	$ 4,184	$ 2,555

Summary of Significant Accounting Policies - Disaggregation of Revenue By Product Line (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($) agreement	Sep. 30, 2023 USD ($) facility	Sep. 30, 2024 USD ($) facility agreement fuel_station	Sep. 30, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 82,626	$ 69,961	$ 216,392	$ 166,163
Lease revenue	1,421	1,140	3,557	2,937
Total revenues	$ 84,047	71,101	$ 219,949	169,100
Fuel Purchasing Agreements
Disaggregation of Revenue [Line Items]
Number of agreements \| agreement	35		35
Renewable Power sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 7,011	8,930	$ 19,663	26,925
Third party construction
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	10,358	15,182	29,853	37,429
Service
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	5,737	4,824	16,174	13,728
Brown gas sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	7,987	1,917	19,357	17,268
Environmental credits
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	50,483	38,479	128,530	68,848
Environmental credits \| Non-US
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	5,151	3,732	13,439	13,425
Parts sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	775	629	1,923	1,965
Other
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 275	$ 0	$ 892	$ 0
RNG Fuel
Disaggregation of Revenue [Line Items]
Number of fuel stations \| fuel_station			2
Number of facilities \| facility		3	2

Property, Plant, and Equipment, Net - Summary of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Jun. 30, 2024
Property, Plant and Equipment [Line Items]
Vehicles - finance leases	$ 8,742	$ 9,049
Gross property, plant, equipment and finance leases	523,735	449,894
Less: accumulated depreciation	(113,488)	(110,401)
Property, plant, and equipment, net	410,247	339,493
Prepaid expenses and other current assets	4,666	6,005
Reclassification, Other
Property, Plant and Equipment [Line Items]
Prepaid expenses and other current assets	2,542
OPAL Term Loan \| Secured Debt
Property, Plant and Equipment [Line Items]
Capitalized interest	2,074	5,475
Plant and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	261,053	205,188
CNG/RNG fueling stations
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	69,788	51,749
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	174,980	175,060
Construction in progress \| Reclassification, Other
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross			$ (2,542)
Buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,585	2,585
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,303	1,303
Vehicles - finance leases	5,829	6,469
Service equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,778	2,481
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	815	815
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	445	489
Vehicles - finance leases	2,913	2,580
Office furniture and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	307	307
Computer software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	277	277
Other
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 662	$ 591

Stock-based compensation - Summary of Equity Awards (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024 USD ($) installment $ / shares shares	Dec. 31, 2023 USD ($) installment $ / shares shares
Number of Units outstanding
Number of units outstanding, beginning balance (in shares) \| shares	175,890
Granted (in shares) \| shares	360,298
Forfeitures (in shares) \| shares	(29,067)
Number of units outstanding, ending balance (in shares) \| shares	507,121	175,890
Stock options vested and exercisable (in shares) \| shares	62,327	0
Weighted average fair value per restricted unit on grant date
Beginning balance (in dollars per share)	$ 5.26
Granted (in dollars per share)	3.40
Forfeitures (in dollars per share)	3.77
Ending balance (in dollars per share)	4.02	$ 5.26
Stock options vested and exercisable (in dollars per share)	5.26
Exercise price per Stock Option
Exercise price per Stock Option, beginning balance (in dollars per share)	6.97
Granted, Exercise price per Stock Option (in dollars per share)	5.02
Forfeitures, Exercise price per Stock Option (in dollars per share)	5.41
Exercise price per Stock Option, ending balance (in dollars per share)	5.67	$ 6.97
Stock options vested and exercisable (in dollars per share)	$ 6.97
Aggregate Fair Value
Beginning balance \| $	$ 925
Granted \| $	1,225
Forfeitures \| $	(110)
Ending balance \| $	2,040	$ 925
Stock options vested and exercisable \| $	$ 328
Total awards outstanding (in shares) \| shares	2,918,668
Total awards outstanding, weighted average grant date fair value (in dollars per share)	$ 5.30
Total awards outstanding, aggregate fair value \| $	$ 15,479
Restricted Stock Units (RSUs)
Number of Units outstanding
Number of units outstanding, beginning balance (in shares) \| shares	949,936
Granted (in shares) \| shares	1,300,557
Vested (in shares) \| shares	(326,888)
Withheld for settlement of taxes (in shares) \| shares	(115,843)
Forfeitures (in shares) \| shares	(56,546)
Number of units outstanding, ending balance (in shares) \| shares	1,751,216	949,936
Weighted average fair value per restricted unit on grant date
Beginning balance (in dollars per share)	$ 6.98
Granted (in dollars per share)	4.98
Vested (in dollars per share)	7.00
Withheld for settlement of taxes (in dollars per share)	6.98
Forfeitures (in dollars per share)	5.45
Ending balance (in dollars per share)	$ 5.54	$ 6.98
Aggregate Fair Value
Beginning balance \| $	$ 6,627
Granted \| $	6,479
Vested \| $	(2,287)
Withheld for settlement of taxes \| $	(809)
Forfeitures \| $	(308)
Ending balance \| $	$ 9,702	$ 6,627
Restricted Stock Units (RSUs) \| Minimum
Aggregate Fair Value
Vesting period (in years)	1 year	1 year
Restricted Stock Units (RSUs) \| Maximum
Aggregate Fair Value
Vesting period (in years)	3 years	3 years
Stock Options
Aggregate Fair Value
Number of installments \| installment	3	3
Vesting period (in years)	3 years	3 years
Expiration term (in years)	10 years
Performance Stock Units
Number of Units outstanding
Number of units outstanding, beginning balance (in shares) \| shares	239,680
Granted (in shares) \| shares	456,308
Vested (in shares) \| shares	(873)
Forfeitures (in shares) \| shares	(34,784)
Number of units outstanding, ending balance (in shares) \| shares	660,331	239,680
Weighted average fair value per restricted unit on grant date
Beginning balance (in dollars per share)	$ 6.97
Granted (in dollars per share)	4.97
Vested (in dollars per share)	4.96
Forfeitures (in dollars per share)	5.63
Ending balance (in dollars per share)	$ 5.66	$ 6.97
Aggregate Fair Value
Beginning balance \| $	$ 1,671
Granted \| $	2,267
Vested \| $	(5)
Forfeitures \| $	(196)
Ending balance \| $	$ 3,737	$ 1,671
Aggregate Fair Value
Vesting rights, percentage	100.00%	100.00%

Income taxes	9 Months Ended
Income taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income taxes	Income taxes As a result of the Company’s up-C structure effective with the Business Combination, the Company expects to be a tax-paying entity. However, as the Company has historically been loss-making, any deferred tax assets created as a result of net operating losses and other deferred tax assets for the excess of tax basis in the Company's investment in Opal Fuels would be offset by a full valuation allowance. Prior to the Business Combination, OPAL Fuels was organized as a limited liability company, with the exception of one partially-owned subsidiary which filed income tax returns as a C-Corporation. The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Judgment is required in determining the provisions for income and other taxes and related accruals, and deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company's various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates. For the three and nine months ended September 30, 2024, the Company recorded $8,906 income tax benefit, as a result of the sale to a third-party purchaser of certain transferable Investment Tax Credits that had been generated by the Company from its investments in the RNG segment. For the three and nine months ended September 30, 2023, the Company recorded $0 income tax benefit. The effective tax rate for the three and nine months ended September 30, 2024 and 2023 was 0%. The difference between the Company’s effective tax rate and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company’s net U.S. deferred tax assets. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Derivative Financial Instruments and Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Swaps

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


	September 30, 2024		December 31, 2023		Location of Fair Value Recognized in Balance Sheet
Derivatives designated as cash flow hedges:
Short term portion of the interest rate swaps	150		$	—	Derivative financial assets, current portion
Long term portion of the interest rate swaps	(209)		—		Derivative financial liability, non-current
	$	(59)	$	—

Effect of Derivative Instruments on Statement of Operations

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


	Three Months Ended September 30,				Nine Months Ended September 30,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2024		2023		2024		2023
Swaption	—		—		—		(46)
Net periodic settlements	—		—		—		812
	$	—	$	—	$	—	$	766	Change in fair value of derivative instruments, net

The following table summarizes the effect of commodity swaps on the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023:


Derivatives not designated as hedging instruments	Location of (loss) gain recognized	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Commodity swaps - realized gain	Revenues - Renewable Power	$	200	$	493	$	609	$	1,373
Commodity swaps - unrealized gain (loss)	Revenues - Renewable Power	(170)		(30)		(494)		733
Total realized and unrealized gain	Revenues - Renewable Power	$	30	$	463	$	115	$	2,106

Summary of Commodity Swaps And Other Derivatives

Trade Date

Period From

Period To

Notional Quantity per Year (“MWh”)

Average Contract Price (per MWh)

October 17, 2022

January 1, 2023

December 31, 2024

70,176

68.50

November 17, 2022

January 1, 2023

December 31, 2024

35,088

81.50


Derivative liability	Three Months Ended September 30,				Nine Months Ended September 30,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2024		2023		2024		2023

Put option to Meteora	$	—	$	—	$	—	$	(311)
Sponsor Earnout Awards	278		(338)		1,457		(201)
OPAL Earnout Awards	—		200		—		4,701
	$	278	$	(138)	$	1,457	$	4,189	Change in fair value of derivative instruments, net

Derivatives Fair Values on Balance Sheet

The following table summarizes the derivative assets and liabilities related to commodity swaps as of September 30, 2024 and December 31, 2023:

Fair Value

Location of Fair value recognized in Balance Sheet

September 30, 2024

December 31, 2023

Derivatives designated as economic hedges

Current portion of unrealized gain on commodity swaps

139

633

Derivative financial asset, current portion

Assets and Liabilities Measured at Fair Value on Recurring Basis


	Fair value as of September 30, 2024
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	7,561	$	7,561
Earnout liabilities	—		—		443		443
Assets:
Cash and cash equivalents and restricted cash - current and non-current (1)	24,194		—		—		24,194
Short term investments	10,666		—		—		10,666
Interest rate swap contracts	—		150		—		150
Commodity swap contracts	—		139		—		139
Convertible note receivable	—		—		761		761


	Fair value as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Asset retirement obligation	$	—	$	—	$	6,728	$	6,728
Earnout liabilities	—		—		1,900		1,900
Assets:
Cash and cash equivalents and restricted cash - current and non-current (1)	47,242						47,242
Short term investments	9,875		—		—		9,875
Commodity swap contracts	—		633		—		633

(1) Includes balances in money market accounts of $13,027 and $31,965, respectively as of September 30, 2024 and December 31, 2023.

- Definition

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

+ References + Details

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit - Narrative (Details) $ / shares in Units, $ in Thousands					3 Months Ended	9 Months Ended		12 Months Ended		26 Months Ended
	Mar. 12, 2024 vote_per_share vote shares	Nov. 17, 2023 USD ($)	Jul. 21, 2022 shares	Nov. 29, 2021 project shares	Mar. 31, 2023 USD ($)	Sep. 30, 2024 USD ($) dividend_payment $ / shares shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Sep. 30, 2024 USD ($) $ / shares shares
Preferred Units [Line Items]
Common stock, number of votes per share \| vote_per_share	5
Stock issued (in shares)								1,000,000	1,000,000
Proceeds from issuance of common stock \| $						$ 170	$ 0
Conversion of stock (in shares)				300,000
Number of noncontrolling interests in renewable natural gas project subsidiaries \| project				4
Stock subscribed (in shares)				1,000,000
Amount sold \| $								$ 100,000	$ 100,000
Preferred stock dividend rate						8.00%
Preferred stock, number of dividend payments to elect to issue additional Preferred Units \| dividend_payment						8
Preferred stock dividend rate, event of default						12.00%
Preferred stock dividend rate, event of default, increase for each event						2.00%
Preferred stock dividend rate, event of default, maximum after increases						20.00%
Preferred stock liquidation preference (in dollars per share) \| $ / shares						$ 100				$ 100
Preferred stock redemption price (in dollars per share) \| $ / shares						$ 100				100
Preferred stock redemption period after which redeemable						4 years
Preferred stock redemption period after fourth anniversary						30 days
Preferred stock dividend rate if failed to redeem						12.00%
Preferred stock dividend rate, increase to after one year if failed to redeem						14.00%
Preferred stock dividend rate, quarterly increase after one year if failed to redeem						2.00%
Preferred stock dividend rate if failed to redeem, maximum						20.00%
Preferred stock conversion price (in dollars per share) \| $ / shares						$ 100				100
Preferred stock conversion, first year discount						20.00%
Preferred stock conversion, second year discount						25.00%
Preferred stock conversion, thereafter discount						30.00%
Preferred stock conversion, VWAP period						20 days
Redemption price (in dollars per share) \| $ / shares						$ 3.60				$ 3.60
Fortistar
Preferred Units [Line Items]
Common stock, number of votes \| vote	1
B. Riley Securities, Inc., Cantor Fitzgerald & Co. And Stifel, Nicolaus & Company, Incorporated ("Agent") \| Scenario, Plan
Preferred Units [Line Items]
Sale of stock, consideration received Per transaction \| $		$ 75,000
Class A common stock
Preferred Units [Line Items]
Common stock, shares issued (in shares)						30,065,260		29,701,146		30,065,260
Common stock, shares outstanding (in shares)						28,429,477		28,065,363		28,429,477
Class A common stock \| B. Riley Securities, Inc., Cantor Fitzgerald & Co. And Stifel, Nicolaus & Company, Incorporated ("Agent")
Preferred Units [Line Items]
Sale of stock, percentage of gross proceeds on sale		3.00%
Stock issued (in shares)						36,353
Proceeds from issuance of common stock \| $						$ 170
Class A common stock \| B. Riley Securities, Inc., Cantor Fitzgerald & Co. And Stifel, Nicolaus & Company, Incorporated ("Agent") \| Minimum
Preferred Units [Line Items]
Sales price (in dollars per share) \| $ / shares						$ 4.34				$ 4.34
Class A common stock \| B. Riley Securities, Inc., Cantor Fitzgerald & Co. And Stifel, Nicolaus & Company, Incorporated ("Agent") \| Maximum
Preferred Units [Line Items]
Sales price (in dollars per share) \| $ / shares						$ 5.68				$ 5.68
Class B common stock
Preferred Units [Line Items]
Common stock, shares issued (in shares)						71,500,000		0		71,500,000
Common stock, shares outstanding (in shares)						71,500,000		0		71,500,000
Class B common stock \| Fortistar
Preferred Units [Line Items]
Common stock, shares outstanding (in shares)	71,500,000
Class C common stock
Preferred Units [Line Items]
Common stock, shares issued (in shares)						0		0		0
Common stock, shares outstanding (in shares)						0		0		0
Class D common stock
Preferred Units [Line Items]
Common stock, shares issued (in shares)						72,899,037		144,399,037		72,899,037
Common stock, shares outstanding (in shares)						72,899,037		144,399,037		72,899,037
Class D common stock \| Fortistar
Preferred Units [Line Items]
Common stock, shares outstanding (in shares)	72,899,037
Conversion of stock, shares converted (in shares)	71,500,000
Class B Ordinary Share \| Opal Fuels
Preferred Units [Line Items]
Stock issued (in shares)			144,399,037
Redeemable non-controlling interests
Preferred Units [Line Items]
Change in redemption value of Redeemable non-controlling interests \| $					$ 7,720					$ 519,373

Related Parties (Tables)

9 Months Ended

Sep. 30, 2024

Fees Upon Entering Into Management Services Agreement with Related Party and Various Balances for Related Parties

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Staffing and management services	$	535	$	414	$	1,531	$	1,406
Rent - fixed compensation	181		166		524		494
IT services	814		754		2,318		2,210
Total	$	1,530	$	1,334	$	4,373	$	4,110

The following table presents the various balances for related parties included in our condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023:


	Location in Balance Sheet	September 30, 2024		December 31, 2023
Assets:
Trade AR - NextEra	Accounts receivable, related party	$	15,133	$	18,696
Liabilities:
Payables to equity method investment entities	Accounts payable, related party	7,179		5,692
NextEra	Accounts payable, related party	500		501
Staffing and management services - Fortistar	Accounts payable, related party	441		622
IT services - Costar	Accounts payable, related party	260		209
Total liabilities - related party		$	8,380	$	7,024

Commitments and Contingencies (Details) $ in Thousands		1 Months Ended	9 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Sep. 13, 2024 USD ($)	Jul. 31, 2015	Sep. 30, 2024 USD ($) standby_letters_of_credit contract	Dec. 31, 2023 USD ($) standby_letters_of_credit
Line of Credit Facility [Line Items]
Number of standby letters of credit held \| standby_letters_of_credit			14	9
V E C Partners Inc Dba C E I Builders C E I \| M D Digester L L C
Line of Credit Facility [Line Items]
Estimated loss per contract			$ 14,000
Estimated loss from claim			$ 28,000
Apollo Management Holdings, L..P.
Line of Credit Facility [Line Items]
Investment tax credit, purchase agreement	$ 11,096
Proceeds from investment tax credit	8,906
Purchase obligation	$ 16,644
Purchase obligation, amount decrease, percent	20.00%
Investment tax credit, term	5 years
Compressed Natural Gas (CNG)
Line of Credit Facility [Line Items]
Number of purchase option contracts to provide CNG \| contract			2
Compressed Natural Gas (CNG) \| Minimum
Line of Credit Facility [Line Items]
Term of purchase option contract (in years)			7 years
Compressed Natural Gas (CNG) \| Maximum
Line of Credit Facility [Line Items]
Term of purchase option contract (in years)			10 years
Fuel
Line of Credit Facility [Line Items]
Term of purchase option contract (in years)		10 years
Standby Letters of Credit
Line of Credit Facility [Line Items]
Standby letters of credit outstanding balance			$ 15,121	$ 14,783
Draws on standby letters of credit			$ 0

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

Total

Class A common stock

Class B common stock

Class D common stock

Redeemable Preferred non-controlling interests

Redeemable non-controlling interests

Common stock

Class A common stock

Common stock

Class B common stock

Common stock

Class D common stock

Additional paid-in capital

Accumulated deficit

Other comprehensive income

Non-redeemable non-controlling interests

Class A common stock in treasury

Class A common stock

Beginning balance at Dec. 31, 2022

$ 138,142

$ 1,013,833

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

Net income (loss)

(5,915)

Other comprehensive income (loss)

(299)

Stock-based compensation

814

Change in redemption value of Redeemable non-controlling interests

7,720

Paid-in-kind preferred dividend

2,763

Distribution of paid-in-kind preferred dividend

(2,318)

Ending balance at Mar. 31, 2023

140,905

1,013,835

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

29,477,766

144,399,037

Beginning balance at Dec. 31, 2022

$ (774,156)

$ 3

$ 14

$ 0

$ (800,813)

$ 195

$ 26,445

$ 0

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

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

Net income (loss)

(1,431)

(1,134)

(297)

Other comprehensive income (loss)

(58)

Proceeds from non-redeemable non-controlling interest

3,543

1,722

1,821

Issuance of Class A common stock on warrant exchange (in shares)

49,633

Issuance of Class A common stock on warrant exchange

338

Cancellation of fractional shares on warrant exchange (in shares)

(26)

Exercise of put option forward purchase contract - Meteora (in shares)

(1,635,783)

Exercise of put option forward purchase contract - Meteora

(11,614)

$ (11,614)

Forfeiture of Class A common stock (in shares)

(197,258)

Change in redemption value of Redeemable non-controlling interests

(7,720)

(2,217)

(5,503)

Stock-based compensation

157

Paid-in-kind preferred dividend

(445)

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

29,330,115

144,399,037

Ending balance at Mar. 31, 2023

(791,386)

$ 3

$ 14

(807,895)

137

27,969

$ (11,614)

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

(1,635,783)

Beginning balance at Dec. 31, 2022

138,142

1,013,833

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

Other comprehensive income (loss)

(649)

Ending balance at Sep. 30, 2023

130,000

1,158,937

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

29,477,766

144,399,037

Beginning balance at Dec. 31, 2022

(774,156)

$ 3

$ 14

(800,813)

195

26,445

$ 0

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

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

Paid-in-kind preferred dividend

(1,351)

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

29,332,333

144,399,037

Ending balance at Sep. 30, 2023

(852,060)

$ 3

$ 14

(841,417)

884

$ (11,614)

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

(1,635,783)

Beginning balance at Mar. 31, 2023

140,905

1,013,835

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

Net income (loss)

95,851

Other comprehensive income (loss)

(690)

Stock-based compensation

1,576

Change in redemption value of Redeemable non-controlling interests

(39,907)

Paid-in-kind preferred dividend

2,849

Distribution of paid-in-kind preferred dividend

(2,391)

Ending balance at Jun. 30, 2023

143,754

1,068,274

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

29,330,115

144,399,037

Beginning balance at Mar. 31, 2023

(791,386)

$ 3

$ 14

(807,895)

137

27,969

$ (11,614)

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

(1,635,783)

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

Net income (loss)

18,199

18,382

(183)

Other comprehensive income (loss)

(133)

Proceeds from non-redeemable non-controlling interest

9,235

1,234

8,001

Deconsolidation of entities

^[1]

(36,045)

(1,383)

(34,662)

Distributions to non-redeemable non-controlling interests

(222)

Change in redemption value of Redeemable non-controlling interests

39,907

(152)

40,059

Stock-based compensation

301

Paid-in-kind preferred dividend

(458)

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

29,330,115

144,399,037

Ending balance at Jun. 30, 2023

(760,602)

$ 3

$ 14

(749,912)

903

$ (11,614)

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

(1,635,783)

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

Net income (loss)

230

Other comprehensive income (loss)

340

Stock-based compensation

1,593

Dividends on redeemable preferred non-controlling interests

2,782

Dividends on redeemable preferred non-controlling interests

(2,334)

Change in redemption value of Redeemable non-controlling interests

90,834

Payment of paid-in-kind preferred dividends

(16,536)

Ending balance at Sep. 30, 2023

130,000

1,158,937

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

Net income (loss)

(3)

(51)

Other comprehensive income (loss)

Distributions to non-redeemable non-controlling interests

(25)

(57)

Dividends on redeemable preferred non-controlling interests

(448)

Issuance of Class A common stock on warrant exchange (in shares)

2,218,000

Issuance of Class A common stock on warrant exchange

(20)

Contribution to equity method investments

(500)

Change in redemption value of Redeemable non-controlling interests

(90,834)

271

(91,105)

Stock-based compensation

(306)

306

Paid-in-kind preferred dividend

(448)

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

29,332,333

144,399,037

Ending balance at Sep. 30, 2023

(852,060)

$ 3

$ 14

(841,417)

884

$ (11,614)

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

(1,635,783)

Beginning balance at Dec. 31, 2023

132,617

802,720

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

Net income (loss)

565

Other comprehensive income (loss)

293

Stock-based compensation

848

Dividends on redeemable preferred non-controlling interests

2,618

Dividends on redeemable preferred non-controlling interests

(2,192)

Change in redemption value of Redeemable non-controlling interests

(97,044)

Paid-in-kind preferred dividend

(5,235)

Ending balance at Mar. 31, 2024

130,000

705,190

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

28,065,363

144,399,037

29,701,146

144,399,037

Beginning balance at Dec. 31, 2023

$ (477,852)

$ 3

$ 0

$ 14

(467,195)

(15)

955

$ (11,614)

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

(1,635,783)

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

Net income (loss)

$ 112

110

Other comprehensive income (loss)

Issuance of Class A common stock under the ATM program (in shares)

^[2]

14,005

Issuance of Class A common stock under the ATM program

^[2]

Shares conversion (in shares)

71,500,000

(71,500,000)

Share conversion

$ 7

$ (7)

Issuance of Class A common stock for vesting of equity awards (in shares)

^[3]

307,137

Issuance of Class A common stock for vesting of equity awards

^[3]

(627)

Distributions to non-redeemable non-controlling interests

(233)

Dividends on redeemable preferred non-controlling interests

(426)

Change in redemption value of Redeemable non-controlling interests

97,044

365

96,679

Stock-based compensation

165

Ending balance (in shares) at Mar. 31, 2024

30,022,288

71,500,000

72,899,037

Ending balance at Mar. 31, 2024

(381,663)

$ 3

$ 7

(370,832)

724

$ (11,614)

Treasury stock, ending balance (in shares) at Mar. 31, 2024

(1,635,783)

Beginning balance at Dec. 31, 2023

132,617

802,720

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

Other comprehensive income (loss)

(44)

Paid-in-kind preferred dividend

(10,469)

Ending balance at Sep. 30, 2024

130,000

519,373

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

28,065,363

144,399,037

29,701,146

144,399,037

Beginning balance at Dec. 31, 2023

$ (477,852)

$ 3

$ 0

$ 14

(467,195)

(15)

955

$ (11,614)

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

(1,635,783)

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

Issuance of Class A common stock under the ATM program (in shares)

36,353

Contribution to equity method investments

$ 13,956

Paid-in-kind preferred dividend

(1,292)

Ending balance (in shares) at Sep. 30, 2024

28,429,477

71,500,000

72,899,037

30,065,260

71,500,000

72,899,037

Ending balance at Sep. 30, 2024

$ (179,495)

$ 3

$ 7

(168,458)

(25)

585

$ (11,614)

Treasury stock, ending balance (in shares) at Sep. 30, 2024

(1,635,783)

Beginning balance at Mar. 31, 2024

130,000

705,190

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

Net income (loss)

1,430

Other comprehensive income (loss)

137

Stock-based compensation

1,538

Dividends on redeemable preferred non-controlling interests

2,618

Dividends on redeemable preferred non-controlling interests

(2,183)

Change in redemption value of Redeemable non-controlling interests

(109,043)

Paid-in-kind preferred dividend

(2,618)

Ending balance at Jun. 30, 2024

130,000

597,069

Beginning balance (in shares) at Mar. 31, 2024

30,022,288

71,500,000

72,899,037

Beginning balance at Mar. 31, 2024

$ (381,663)

$ 3

$ 7

(370,832)

724

$ (11,614)

Treasury stock, beginning balance (in shares) at Mar. 31, 2024

(1,635,783)

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

Net income (loss)

478

282

196

Other comprehensive income (loss)

Issuance of Class A common stock under the ATM program (in shares)

^[2]

22,348

Issuance of Class A common stock under the ATM program

^[2]

Issuance of Class A common stock for vesting of equity awards (in shares)

^[3]

13,933

Distributions to non-redeemable non-controlling interests

(341)

(403)

Dividends on redeemable preferred non-controlling interests

(435)

Change in redemption value of Redeemable non-controlling interests

109,043

(439)

109,482

Stock-based compensation

304

Ending balance (in shares) at Jun. 30, 2024

30,058,569

71,500,000

72,899,037

Ending balance at Jun. 30, 2024

(272,513)

$ 3

$ 7

(261,503)

517

$ (11,614)

Treasury stock, ending balance (in shares) at Jun. 30, 2024

(1,635,783)

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

Net income (loss)

14,183

Other comprehensive income (loss)

(474)

Stock-based compensation

1,217

Dividends on redeemable preferred non-controlling interests

2,617

Dividends on redeemable preferred non-controlling interests

(2,186)

Change in redemption value of Redeemable non-controlling interests

(90,436)

Paid-in-kind preferred dividend

(2,617)

Ending balance at Sep. 30, 2024

$ 130,000

$ 519,373

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

Net income (loss)

2,923

2,793

130

Other comprehensive income (loss)

(95)

Issuance of Class A common stock for vesting of equity awards (in shares)

^[3]

6,691

Distributions to non-redeemable non-controlling interests

(55)

(62)

Dividends on redeemable preferred non-controlling interests

(431)

Change in redemption value of Redeemable non-controlling interests

90,436

(247)

90,683

Stock-based compensation

240

Paid-in-kind preferred dividend

(431)

Ending balance (in shares) at Sep. 30, 2024

28,429,477

71,500,000

72,899,037

30,065,260

71,500,000

72,899,037

Ending balance at Sep. 30, 2024

$ (179,495)

$ 3

$ 7

$ 0

$ (168,458)

$ (25)

$ 585

$ (11,614)

Treasury stock, ending balance (in shares) at Sep. 30, 2024

(1,635,783)

[1]	As of May 30, 2023, two of our RNG facilities, Emerald and Sapphire (defined below) were deconsolidated and accounted for under equity method as per ASC 323. Please see Note 3 Investment in Other entities and Note 12 Variable Interest Entities for additional information.
[2]	During the nine months ended September 30, 2024, the Company issued 36,353 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.
[3]	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.

Derivative Financial Instruments and Fair Value Measurements - Interest Rate Swaps (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Derivative [Line Items]
Derivative financial assets - current portion	$ 289	$ 633
Derivative financial liability, non-current	(209)	0
Interest rate swap contracts \| Cash Flow Hedging
Derivative [Line Items]
Derivative financial assets - current portion	150	0
Derivative financial liability, non-current	(209)	0
Total derivatives	$ (59)	$ 0

Intangible Assets, Net - Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year	$ 67
2025	267
2026	231
2027	171
2028	171
Thereafter	490
Intangible Assets, Net	$ 1,397	$ 1,604

Stock-based compensation - Narrative (Details) - USD ($)		9 Months Ended	12 Months Ended
	Jul. 21, 2022	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued (in shares)			1,000,000	1,000,000
Options granted (in shares)		360,298
Weighted average exercise price (in dollars per share)		$ 3.40
Closing share price (in dollars per share)		4.96
Exercise price (in dollars per share)		$ 5.02
Fair value		$ 9,971,000
Stock options vested and exercisable (in shares)		62,327	0
Aggregate intrinsic value		$ 0	$ 0
Certain Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted (in shares)		360,298
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted (in shares)		1,300,557
Restricted Stock Units (RSUs) \| Certain Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted (in shares)		1,110,031
Restricted Stock Units (RSUs) \| Director
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted (in shares)		190,526
Vesting rights, percentage		100.00%
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted (in shares)		456,308
Vesting rights, percentage		100.00%	100.00%
Performance Shares \| Certain Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted (in shares)		456,308
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration term (in years)		10 years
Annual risk free interest rate		3.96%
Volatility		55.00%
2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued (in shares)	19,811,726

Derivative Financial Instruments and Fair Value Measurements - Derivatives Fair Values on Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Derivatives, Fair Value [Line Items]
Derivative financial assets - current portion	$ 289	$ 633
Commodity swap contracts \| Derivatives designated as economic hedges
Derivatives, Fair Value [Line Items]
Derivative financial assets - current portion	$ 139	$ 633

Leases - Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other current liabilities (includes $753 and $647 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)		Accrued expenses and other current liabilities (includes $753 and $647 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)		Accrued expenses and other current liabilities (includes $753 and $647 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, plant, and equipment, net (includes $25,514 and $26,626 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)		Property, plant, and equipment, net (includes $25,514 and $26,626 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)		Property, plant, and equipment, net (includes $25,514 and $26,626 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities (includes $2,398 and $211 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)		Other long-term liabilities (includes $2,398 and $211 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)		Other long-term liabilities (includes $2,398 and $211 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
Operating leases, Right-of-use assets	$ 12,964		$ 12,964		$ 12,301
Finance leases	8,742		8,742		9,049
Total lease right-of-use assets	21,706		21,706		21,350
Operating lease liabilities - current portion	763		763		638
Lease liabilities - current portion	2,239		2,239		2,036
Operating lease liabilities - non-current portion	12,400		12,400		11,824
Lease liabilities - non-current portion	20,140		20,140		19,212
Total lease liabilities	22,379		22,379		21,248
Amortization of right-of-use assets - finance leases	464	$ 155	1,300	$ 436
Interest expense on lease liabilities - finance leases	144	24	432	61
Total lease expense	$ 1,010	563	$ 2,941	1,649
Weighted average remaining lease term (years)
Operating leases	20 years 9 months 18 days		20 years 9 months 18 days
Finance leases	6 years 3 months 18 days		6 years 3 months 18 days
Minimum
Lessee, Lease, Description [Line Items]
Discount rate for operating and finance leases	2.30%		2.30%
Maximum
Lessee, Lease, Description [Line Items]
Discount rate for operating and finance leases	7.28%		7.28%
Site leases
Lessee, Lease, Description [Line Items]
Operating leases, Right-of-use assets	$ 12,331		$ 12,331		11,330
Finance leases	5,829		5,829		6,469
Operating lease liabilities - current portion	222		222		130
Lease liabilities - current portion, finance lease	430		430		571
Operating lease liabilities - non-current portion	12,213		12,213		11,222
Lease liabilities - non-current portion, finance lease	5,780		5,780		5,587
Lease expense	281	263	846	789
Office leases
Lessee, Lease, Description [Line Items]
Operating leases, Right-of-use assets	633		633		971
Operating lease liabilities - current portion	541		541		508
Operating lease liabilities - non-current portion	187		187		602
Lease expense	121	$ 121	363	$ 363
Vehicles
Lessee, Lease, Description [Line Items]
Finance leases	2,913		2,913		2,580
Lease liabilities - current portion, finance lease	1,046		1,046		827
Lease liabilities - non-current portion, finance lease	$ 1,960		$ 1,960		$ 1,801

Variable Interest Entities - Narrative (Details) - variable_interest_entity	Sep. 30, 2024	Dec. 31, 2023
Variable Interest Entity [Line Items]
Number of variable interest entities	7	7
Number of variable interest entities consolidated	2	2

- Definition

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

+ References + Details

Reportable Segments and Geographic Information - Schedule of Cash Paid for Purchases of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	$ 72,805	$ 92,250
Operating Segments \| Fuel Station Services
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	16,154	16,860
Operating Segments \| RNG Fuel
Segment Reporting Information [Line Items]
Cash paid for Purchases of Property, Plant, and Equipment:	$ 56,651	$ 75,390

Reportable Segments and Geographic Information - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Interest and Financing Expense, net:	$ (5,026)	$ (2,885)	$ (13,976)	$ (4,482)
Equity Method Investment(s)
Segment Reporting Information [Line Items]
Interest and Financing Expense, net:	345	0	313	0
Renewable Power \| Operating Segments
Segment Reporting Information [Line Items]
Interest and Financing Expense, net:	26	(2)	111	(260)
RNG Fuel \| Operating Segments
Segment Reporting Information [Line Items]
Interest and Financing Expense, net:	(5,438)	(3,243)	(14,740)	(4,616)
Fuel Station Services \| Operating Segments
Segment Reporting Information [Line Items]
Interest and Financing Expense, net:	(95)	27	(119)	120
Corporate \| Operating Segments
Segment Reporting Information [Line Items]
Interest and Financing Expense, net:	$ 136	$ 333	$ 459	$ 274

Net Income (Loss) Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

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 nine months ended September 30, 2024 does not include 1,635,783 shares in treasury and 763,908 shares that are issued and outstanding but are contingent on achieving earnout targets. During the first quarter of 2023, the put option was exercised and 197,258 shares of Class A common stock were cancelled.

The diluted income per share of Class A common stock for the three and nine months ended September 30, 2024 does not include Redeemable preferred non-controlling interests because the substantive contingency for conversion has not been met as of September 30, 2024. It does not include 144,399,037 OPAL Fuels Class B units representing Redeemable non-controlling interest as its impact is anti-dilutive. It does not include 716,650 Sponsor Earnout Awards and 10,000,000 OPAL Earnout Awards as their target share price and adjusted EBITDA contingencies have not been met as of September 30, 2024. The outstanding stock options issued under the 2022 Plan are not included as their impact is antidilutive. The number of anti-dilutive outstanding restricted stock units for the three and nine months ended September 30, 2024 is 1,558,615 and 1,564,331, respectively. The outstanding performance units under the 2022 Plan are not included as the performance conditions have not been met as of September 30, 2024.

The diluted income per share of Class A common stock for the three and nine months ended September 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 September 30, 2023. It does not include 144,399,037 OPAL Fuels Class B units representing Redeemable non-controlling interest as its impact is anti-dilutive. It does not include 763,908 Sponsor Earnout Awards and 10,000,000 OPAL Earnout Awards as their target share price and adjusted EBITDA contingencies have not been met as of September 30, 2023. The outstanding stock options issued under the 2022 Plan are not included as their impact is dilutive. The outstanding performance units under the 2022 Plan are not included as the performance conditions have not been met as of September 30, 2023.

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net (loss) income attributable to Class A common stockholders	2,362		(400)		1,893		$	15,945

Weighted average number of shares of Class A common stock - basic	27,709,203		26,978,969		27,585,620		27,110,953
Dilutive effect of stock options, restricted stock units, performance units, Convertible note payable, earnout shares, Redeemable preferred non-controlling interests, Redeemable non-controlling interests	34,214		—		58,544		572,902
Weighted average number of shares of Class A common stock - diluted	27,743,417		26,978,969		27,644,164		27,683,855
Net (loss) income per share of Class A common stock
Basic	$	0.09	$	(0.01)	$	0.07	$	0.59
Diluted	$	0.09	$	(0.01)	$	0.07	$	0.58

Derivative Financial Instruments and Fair Value Measurements - Effect of Derivative Instruments on Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Net periodic settlements	$ 0	$ 0	$ 0	$ 812
Change in fair value of derivative instruments, net	0	0	0	766
Derivatives designated as economic hedges
Derivative Instruments, Gain (Loss) [Line Items]
Commodity swaps - realized gain	200	493	609	1,373
Commodity swaps - unrealized gain (loss)	(170)	(30)	(494)	733
Swaption
Derivative Instruments, Gain (Loss) [Line Items]
Swaption	0	0	0	(46)
Commodity swap contracts \| Derivatives designated as economic hedges
Derivative Instruments, Gain (Loss) [Line Items]
Change in fair value of derivative instruments, net	$ 30	$ 463	$ 115	$ 2,106

Derivative Financial Instruments and Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Liabilities:
Asset retirement obligation	$ 7,561	$ 6,728
Assets:
Cash, cash equivalents and restricted cash	24,194	47,242	$ 21,588	$ 77,221
Fair Value, Recurring
Liabilities:
Asset retirement obligation	7,561	6,728
Earnout liabilities	443	1,900
Assets:
Cash, cash equivalents and restricted cash	24,194	47,242
Short term investments	10,666	9,875
Convertible note receivable	761
Fair Value, Recurring \| Money Market Funds
Assets:
Cash, cash equivalents and restricted cash	13,027	31,965
Fair Value, Recurring \| Interest rate swap contracts
Assets:
Derivative assets	150
Fair Value, Recurring \| Commodity swap contracts
Assets:
Derivative assets	139	633
Fair Value, Recurring \| Level 1
Liabilities:
Asset retirement obligation	0	0
Earnout liabilities	0	0
Assets:
Cash, cash equivalents and restricted cash	24,194	47,242
Short term investments	10,666	9,875
Convertible note receivable	0
Fair Value, Recurring \| Level 1 \| Interest rate swap contracts
Assets:
Derivative assets	0
Fair Value, Recurring \| Level 1 \| Commodity swap contracts
Assets:
Derivative assets	0	0
Fair Value, Recurring \| Level 2
Liabilities:
Asset retirement obligation	0	0
Earnout liabilities	0	0
Assets:
Cash, cash equivalents and restricted cash	0
Short term investments	0	0
Convertible note receivable	0
Fair Value, Recurring \| Level 2 \| Interest rate swap contracts
Assets:
Derivative assets	150
Fair Value, Recurring \| Level 2 \| Commodity swap contracts
Assets:
Derivative assets	139	633
Fair Value, Recurring \| Level 3
Liabilities:
Asset retirement obligation	7,561	6,728
Earnout liabilities	443	1,900
Assets:
Cash, cash equivalents and restricted cash	0
Short term investments	0	0
Convertible note receivable	761
Fair Value, Recurring \| Level 3 \| Interest rate swap contracts
Assets:
Derivative assets	0
Fair Value, Recurring \| Level 3 \| Commodity swap contracts
Assets:
Derivative assets	$ 0	$ 0

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

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

Lessor contracts

Fuel Provider agreements

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

Included in Fuel Station Service revenues are $1,154 and $2,861 related to the lease portion of the FPAs for the three and nine months ended September 30, 2024, respectively. It includes $917 and $2,119 related to the lease portion of the FPAs for the three and nine months ended September 30, 2023, respectively.

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.

Included in Renewable Power revenues are $267 and $696 related to the lease element of the PPAs for the three and nine months ended September 30, 2024, respectively. Includes $223 and $818 related to the lease element of the PPAs for the three and nine months ended September 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. The Company treated this as a lease modification and increased its right-of-use asset and corresponding lease liability by $1,218 on its condensed consolidated balance sheet as of September 30, 2024, using the incremental borrowing rate of 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.

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 nine months ended September 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 September 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 nine months ended September 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 September 30, 2024 and December 31, 2023 are as follows:


Description	Location in Balance Sheet	September 30, 2024		December 31, 2023
Assets:
Operating leases (1):
Site leases	Right-of-use assets	$	12,331	$	11,330
Office lease	Right-of-use assets	633		971
		12,964		12,301
Finance leases (1):
Vehicle leases	Property, plant and equipment, net	2,913		2,580
Site lease	Property, plant and equipment, net	5,829		6,469
		8,742		9,049

Total lease right-of-use assets		$	21,706	$	21,350
Liabilities (1):
Sites leases	Lease liabilities - current portion	222		$	130
Office lease	Lease liabilities - current portion	541		508
Vehicle leases - finance	Accrued expenses and other current liabilities	1,046		827
Site leases - finance	Accrued expenses and other current liabilities	430		571
		2,239		2,036

Sites leases	Lease liabilities - non-current portion	12,213		11,222
Office lease	Lease liabilities - non-current portion	187		602
Vehicle leases - finance	Other long-term liabilities	1,960		1,801
Site leases - finance	Other long-term liabilities	5,780		5,587
		20,140		19,212

Total lease liabilities		$	22,379	$	21,248

(1) The 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 nine months ended September 30, 2024 and 2023:


Description	Location in Statement of Operations	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Operating lease expense for site leases	Cost of sales - RNG Fuel	$	281	$	263	$	846	$	789
Operating lease expense for office lease	Selling, general, administrative expenses	121		121		363		363
Amortization of right-of-use assets - finance leases	Depreciation, amortization and accretion expense	464		155		1,300		436
Interest expense on lease liabilities - finance leases	Interest and financing expense, net	144		24		432		61
		$	1,010	$	563	$	2,941	$	1,649

The Company does not have material short term lease expense for the three and nine months ended September 30, 2024 and 2023.

The Company did not enter into any operating leases greater than 12 months for the nine months ended September 30, 2024.


Weighted average remaining lease term (years)						September 30, 2024
Operating leases						20.8 years
Finance leases						6.3 years

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of September 30, 2024:


	Site leases			Office leases			Vehicle leases			Site lease - Finance			Total

Weighted average discount rate	7.2		%	3.6		%	6.8		%	6.5		%

three months ending December 31, 2024	$	261		$	135		$	332		$	803		$	1,531
2025	1,044			562			1,220			963			3,789
2026	1,051			47			1,065			963			3,126
2027	1,129			—			683			963			2,775
2028	1,129			—			143			4,250			5,522
Thereafter	20,159			—			—			—			20,159
	24,773			744			3,443			7,942			36,902

Present value of lease liability	12,435			728			3,006			6,210			22,379

Lease liabilities - current portion	222			541			1,046			430			2,239
Lease liabilities - non-current portion	12,213			187			1,960			5,780			20,140
Total lease liabilities	$	12,435		$	728		$	3,006		$	6,210		$	22,379

Discount based on incremental borrowing rate	$	12,338		$	16		$	437		$	1,732		$	14,523

Leases

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

Lessor contracts

Fuel Provider agreements

Power Purchase agreements

Lessee contracts

Ground/Site leases

Office lease

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

Vehicle leases

Lease Disclosures Under ASC 842

Right-of-use assets and Lease liabilities as of September 30, 2024 and December 31, 2023 are as follows:


Description	Location in Balance Sheet	September 30, 2024		December 31, 2023
Assets:
Operating leases (1):
Site leases	Right-of-use assets	$	12,331	$	11,330
Office lease	Right-of-use assets	633		971
		12,964		12,301
Finance leases (1):
Vehicle leases	Property, plant and equipment, net	2,913		2,580
Site lease	Property, plant and equipment, net	5,829		6,469
		8,742		9,049

Total lease right-of-use assets		$	21,706	$	21,350
Liabilities (1):
Sites leases	Lease liabilities - current portion	222		$	130
Office lease	Lease liabilities - current portion	541		508
Vehicle leases - finance	Accrued expenses and other current liabilities	1,046		827
Site leases - finance	Accrued expenses and other current liabilities	430		571
		2,239		2,036

Sites leases	Lease liabilities - non-current portion	12,213		11,222
Office lease	Lease liabilities - non-current portion	187		602
Vehicle leases - finance	Other long-term liabilities	1,960		1,801
Site leases - finance	Other long-term liabilities	5,780		5,587
		20,140		19,212

Total lease liabilities		$	22,379	$	21,248

(1) The 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 nine months ended September 30, 2024 and 2023:


Description	Location in Statement of Operations	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Operating lease expense for site leases	Cost of sales - RNG Fuel	$	281	$	263	$	846	$	789
Operating lease expense for office lease	Selling, general, administrative expenses	121		121		363		363
Amortization of right-of-use assets - finance leases	Depreciation, amortization and accretion expense	464		155		1,300		436
Interest expense on lease liabilities - finance leases	Interest and financing expense, net	144		24		432		61
		$	1,010	$	563	$	2,941	$	1,649

The Company does not have material short term lease expense for the three and nine months ended September 30, 2024 and 2023.

The Company did not enter into any operating leases greater than 12 months for the nine months ended September 30, 2024.


Weighted average remaining lease term (years)						September 30, 2024
Operating leases						20.8 years
Finance leases						6.3 years

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of September 30, 2024:


	Site leases			Office leases			Vehicle leases			Site lease - Finance			Total

Weighted average discount rate	7.2		%	3.6		%	6.8		%	6.5		%

three months ending December 31, 2024	$	261		$	135		$	332		$	803		$	1,531
2025	1,044			562			1,220			963			3,789
2026	1,051			47			1,065			963			3,126
2027	1,129			—			683			963			2,775
2028	1,129			—			143			4,250			5,522
Thereafter	20,159			—			—			—			20,159
	24,773			744			3,443			7,942			36,902

Present value of lease liability	12,435			728			3,006			6,210			22,379

Lease liabilities - current portion	222			541			1,046			430			2,239
Lease liabilities - non-current portion	12,213			187			1,960			5,780			20,140
Total lease liabilities	$	12,435		$	728		$	3,006		$	6,210		$	22,379

Discount based on incremental borrowing rate	$	12,338		$	16		$	437		$	1,732		$	14,523

Leases

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

Lessor contracts

Fuel Provider agreements

Power Purchase agreements

Lessee contracts

Ground/Site leases

Office lease

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

Vehicle leases

Lease Disclosures Under ASC 842

Right-of-use assets and Lease liabilities as of September 30, 2024 and December 31, 2023 are as follows:


Description	Location in Balance Sheet	September 30, 2024		December 31, 2023
Assets:
Operating leases (1):
Site leases	Right-of-use assets	$	12,331	$	11,330
Office lease	Right-of-use assets	633		971
		12,964		12,301
Finance leases (1):
Vehicle leases	Property, plant and equipment, net	2,913		2,580
Site lease	Property, plant and equipment, net	5,829		6,469
		8,742		9,049

Total lease right-of-use assets		$	21,706	$	21,350
Liabilities (1):
Sites leases	Lease liabilities - current portion	222		$	130
Office lease	Lease liabilities - current portion	541		508
Vehicle leases - finance	Accrued expenses and other current liabilities	1,046		827
Site leases - finance	Accrued expenses and other current liabilities	430		571
		2,239		2,036

Sites leases	Lease liabilities - non-current portion	12,213		11,222
Office lease	Lease liabilities - non-current portion	187		602
Vehicle leases - finance	Other long-term liabilities	1,960		1,801
Site leases - finance	Other long-term liabilities	5,780		5,587
		20,140		19,212

Total lease liabilities		$	22,379	$	21,248

(1) The 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 nine months ended September 30, 2024 and 2023:


Description	Location in Statement of Operations	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Operating lease expense for site leases	Cost of sales - RNG Fuel	$	281	$	263	$	846	$	789
Operating lease expense for office lease	Selling, general, administrative expenses	121		121		363		363
Amortization of right-of-use assets - finance leases	Depreciation, amortization and accretion expense	464		155		1,300		436
Interest expense on lease liabilities - finance leases	Interest and financing expense, net	144		24		432		61
		$	1,010	$	563	$	2,941	$	1,649

The Company does not have material short term lease expense for the three and nine months ended September 30, 2024 and 2023.

The Company did not enter into any operating leases greater than 12 months for the nine months ended September 30, 2024.


Weighted average remaining lease term (years)						September 30, 2024
Operating leases						20.8 years
Finance leases						6.3 years

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of September 30, 2024:


	Site leases			Office leases			Vehicle leases			Site lease - Finance			Total

Weighted average discount rate	7.2		%	3.6		%	6.8		%	6.5		%

three months ending December 31, 2024	$	261		$	135		$	332		$	803		$	1,531
2025	1,044			562			1,220			963			3,789
2026	1,051			47			1,065			963			3,126
2027	1,129			—			683			963			2,775
2028	1,129			—			143			4,250			5,522
Thereafter	20,159			—			—			—			20,159
	24,773			744			3,443			7,942			36,902

Present value of lease liability	12,435			728			3,006			6,210			22,379

Lease liabilities - current portion	222			541			1,046			430			2,239
Lease liabilities - non-current portion	12,213			187			1,960			5,780			20,140
Total lease liabilities	$	12,435		$	728		$	3,006		$	6,210		$	22,379

Discount based on incremental borrowing rate	$	12,338		$	16		$	437		$	1,732		$	14,523

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Certain regulatory changes implemented by the European Union Commission are expected to take effect on November 21, 2024 that will exclude biomethane produced outside of European Union from being certified as eligible to be sold in accordance with the European Union Renewable Energy Directive. As a result, we anticipate that our contracts governing sales of ISCC Carbon Credits will be terminated on or before November 21, 2024. Following such terminations, we expect to continue to earn revenues from sale of electricity generated by these Renewable Power facilities and the associated environmental attributes.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Total revenues	$ 84,047	$ 71,101	$ 219,949	$ 169,100
RNG Fuel
Total revenues	25,864	20,088	63,036	37,468
RNG Fuel \| Related Party
Total revenues	22,798	18,782	54,174	32,909
Fuel Station Services
Total revenues	45,395	37,305	121,794	88,089
Fuel Station Services \| Related Party
Total revenues	10,616	6,942	27,885	10,875
Renewable Power
Total revenues	12,788	13,708	35,119	43,543
Renewable Power \| Related Party
Total revenues	$ 1,799	$ 1,732	$ 5,129	$ 5,006

- Definition

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

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

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net income	$ 19,692	$ 106,931
Adjustments to reconcile net income to net cash provided by operating activities:
Income from equity method investments	(11,828)	(1,433)
Distributions from equity method investments	13,661	0
Change in fair value of Convertible note receivable	(11)	0
Provision for bad debts	0	492
Amortization of operating lease right-of-use assets	555	460
Depreciation and amortization	12,343	10,627
Accretion expense related to asset retirement obligation	334	307
Amortization of deferred financing costs	1,310	1,447
Loss on debt extinguishment	0	2,848
Loss on warrant exchange	0	338
Gain on deconsolidation of VIEs	0	(122,873)
Stock-based compensation	4,312	4,747
Paid-in-kind interest income	(207)	(236)
Change in fair value of Convertible Note Payable	0	1,579
Unrealized gain on derivative financial instruments	(963)	(4,739)
Changes in operating assets and liabilities
Accounts receivable	(11,986)	(409)
Accounts receivable, related party	3,563	12,421
Fuel tax credits receivable	(620)	(242)
Capital spares	(699)	364
Parts inventory	(300)	(4,586)
Environmental credits held for sale	(3,924)	(2,665)
Prepaid expense and other current and long-term assets	872	2,229
Contract assets	(2,858)	(4,633)
Accounts payable	(775)	(931)
Accounts payable, related party	1,356	599
Fuel tax credits payable	(34)	400
Accrued payroll	(1,053)	(644)
Accrued expenses	5,566	4,195
Operating lease liabilities - current and non-current	(517)	(435)
Other current and non-current liabilities	4,293	(747)
Contract liabilities	(165)	(584)
Net cash provided by operating activities	31,917	4,827
Cash flows from investing activities:
Purchase of property, plant, and equipment	(72,805)	(92,250)
(Payment)/proceeds from sale of short term investments	(791)	46,948
Deconsolidation of VIEs, net of cash	0	(11,947)
Distributions received from equity method investment	1,756	13,331
Cash paid for Notes receivable	(750)	0
Cash paid for investment in other entities	(13,956)	(1,000)
Net cash used in investing activities	(86,546)	(44,918)
Cash flows from financing activities:
Proceeds from OPAL Term Loan	45,000	174,117
Cash paid for purchase of shares upon exercise of put option	0	(16,391)
Cash paid for taxes related to net share settlement of equity awards	(627)	(20)
Financing costs paid to other third parties	(629)	(11,062)
Repayment of Senior Secured Credit Facility	0	(22,750)
Repayment of OPAL Term Loan	0	(106,090)
Repayment of Municipality loan	0	(76)
Repayment of Sunoma Loan	(1,193)	0
Repayment of equipment loan	(43)	0
Repayment of Convertible Note Payable	0	(30,107)
Payment of preferred dividends	(10,469)	(16,536)
Proceeds from sale of non-redeemable non-controlling interest	0	12,753
Reimbursement of financing costs by joint venture partner	0	842
Distribution to non-redeemable non-controlling interest	(628)	(222)
Proceeds from issuance of shares of Class A common stock under the ATM program, net	170	0
Net cash provided by (used in) financing activities	31,581	(15,542)
Net decrease in cash, restricted cash, and cash equivalents	(23,048)	(55,633)
Cash, restricted cash, and cash equivalents, beginning of period	47,242	77,221
Cash, restricted cash, and cash equivalents, end of period	24,194	21,588
Supplemental disclosure of cash flow information
Interest paid, net of $3,093 and $4,627 capitalized, respectively	8,628	3,952
Noncash investing and financing activities:
Accrual for asset retirement obligation included in Property, plant and equipment	499	0
Right-of-use assets arising from lease modifications	1,218	0
Accrual for purchase of Property, plant and equipment included in Accounts payable and Accrued capital expenses	24,721	7,355
Interest capitalized	$ 3,093	$ 4,627

Goodwill

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

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


	RNG Fuel		Fuel Station Services		Total
Balance at December 31, 2023	$	51,155	$	3,453	$	54,608
Balance at September 30, 2024	$	51,155	$	3,453	$	54,608

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Cash Flows [Abstract]
Interest capitalized	$ 1,019	$ 842	$ 3,093	$ 4,627

Net Income (Loss) Per Share - Narrative (Details) - shares	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Treasury Stock, Common
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	1,635,783			1,635,783
Class A common stock
Class of Warrant or Right [Line Items]
Forfeited shares (in shares)			197,258
Class B common stock
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	144,399,037	144,399,037		144,399,037	144,399,037
Restricted Stock Units (RSUs)
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	1,558,615			1,564,331
Earnout Target
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	763,908			763,908
Sponsor Earnout Awards
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	716,650	763,908		716,650	763,908
OPAL Earnout Awards
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	10,000,000	10,000,000		10,000,000	10,000,000