Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001842279 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | OPAL | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 25,671,390 | |
Derivative warrant liabilities | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | OPALW | |
Security Exchange Name | NASDAQ | |
Class D common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 144,399,037 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents (includes $10,045 and $1,991 at September 30, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | $ 25,286 | $ 39,314 |
Accounts receivable, net (includes $1,129 and $40 at September 30, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 36,660 | 25,391 |
Restricted cash - current (includes $7,623 and $— at September 30, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 41,419 | 0 |
Short term investments ( includes $15,411 and $— at September 30, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 146,936 | 0 |
Fuel tax credits receivable | 3,442 | 2,393 |
Contract assets | 14,676 | 8,484 |
Parts inventory | 6,570 | 5,143 |
Environmental credits held for sale | 1,224 | 386 |
RNG inventory | 2,094 | 0 |
Prepaid expense and other current assets (includes $268 and $113 at September 30, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 6,513 | 5,482 |
Derivative financial assets, current portion | 1,435 | 382 |
Total current assets | 286,255 | 86,975 |
Capital spares | 3,333 | 3,025 |
Property, plant, and equipment, net (includes $50,099 and $27,794 at September 30, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 250,355 | 169,770 |
Investment in other entities | 48,708 | 47,150 |
Note receivable | 0 | 9,200 |
Note receivable - variable fee component | 1,865 | 1,656 |
Deferred financing costs | 3,522 | 2,370 |
Other long-term assets | 489 | 489 |
Intangible assets, net | 2,266 | 2,861 |
Restricted cash - non-current (includes $2,867 and $1,163 at September 30, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 4,655 | 2,740 |
Goodwill | 54,608 | 54,608 |
Total assets | 656,056 | 380,844 |
Current liabilities: | ||
Accounts payable (includes $2,783 and $544 at September 30, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 5,798 | 12,581 |
Accounts payable, related party | 489 | 166 |
Fuel tax credits payable | 2,668 | 1,978 |
Accrued payroll | 5,266 | 7,652 |
Accrued capital expenses (includes $1,493 and $1,722 at September 30, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 9,284 | 5,517 |
Accrued expenses and other current liabilities | 16,063 | 7,220 |
Contract liabilities | 6,750 | 9,785 |
OPAL Term Loan, current portion | 28,432 | 13,425 |
Sunoma loan, current portion (includes $— and $756 at September 30, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 0 | 756 |
Convertible Note Payable | 27,964 | 0 |
Municipality loan | 121 | 194 |
Derivative financial liability, current portion | 4,648 | 992 |
Other current liabilities | 832 | 374 |
Asset retirement obligation, current portion | 1,586 | 831 |
Total current liabilities | 187,580 | 142,116 |
Asset retirement obligation, non-current portion | 4,382 | 4,907 |
OPAL Term Loan | 60,816 | 59,090 |
Convertible Note Payable | 0 | 58,710 |
Sunoma loan, net of debt issuance costs (includes $22,080 and $16,199 at September 30, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 22,080 | 16,199 |
Municipality loan | 0 | 84 |
Derivative warrant liabilities | 22,410 | 0 |
Earn out liabilities | 39,500 | 0 |
Other long-term liabilities | 597 | 4,781 |
Total liabilities | 337,365 | 285,887 |
Commitments and contingencies | ||
Stockholders' (deficit) equity | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (1,066,137) | 0 |
Accumulated other comprehensive income | 178 | 0 |
Total Stockholders' (deficit) equity attributable to the Company | (1,065,943) | 14 |
Non-redeemable non-controlling interests | 26,674 | 1,188 |
Total Stockholders' (deficit) equity | (1,039,269) | 1,202 |
Total liabilities, Redeemable preferred, Redeemable non-controlling interests and Stockholders' (deficit) equity | 656,056 | 380,844 |
Senior Secured Credit Facility, term loan | ||
Current liabilities: | ||
Senior Secured Credit Facility - term loan, current portion, net of debt issuance costs | 70,179 | 73,145 |
Senior Secured Credit Facility - working capital facility, current portion | 70,179 | 73,145 |
Senior Secured Credit Facility, working capital facility | ||
Current liabilities: | ||
Senior Secured Credit Facility - term loan, current portion, net of debt issuance costs | 7,500 | 7,500 |
Senior Secured Credit Facility - working capital facility, current portion | 7,500 | 7,500 |
Redeemable preferred non-controlling interests | ||
Current liabilities: | ||
Redeemable non-controlling interests | 135,303 | 30,210 |
Redeemable non-controlling interests | ||
Current liabilities: | ||
Redeemable non-controlling interests | 1,222,657 | 63,545 |
Class A common stock | ||
Stockholders' (deficit) equity | ||
Common stock | 2 | |
Common Class B | ||
Stockholders' (deficit) equity | ||
Common stock | 0 | |
Common Class C | ||
Stockholders' (deficit) equity | ||
Common stock | 0 | |
Class D common stock | ||
Stockholders' (deficit) equity | ||
Common stock | $ 14 | $ 14 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Sep. 30, 2022 USD ($) $ / shares shares |
Cash and cash equivalents | $ 25,286 |
Accounts receivable, net | 36,660 |
Restricted cash - current | 41,419 |
Short term investments | 146,936 |
Prepaid expenses and other current assets | 6,513 |
Property, plant and equipment, net | 250,355 |
Restricted cash, non-current | 4,655 |
Accounts payable | 5,798 |
Accrued capital expenses | 9,284 |
Sunoma Loan- current portion | 0 |
Sunoma loan, net of debt issuance costs | 22,080 |
Primary Beneficiary | |
Cash and cash equivalents | 10,045 |
Accounts receivable, net | 1,129 |
Restricted cash - current | 7,623 |
Short term investments | 15,411 |
Prepaid expenses and other current assets | 268 |
Property, plant and equipment, net | 50,099 |
Restricted cash, non-current | 2,867 |
Accounts payable | 2,783 |
Accrued capital expenses | 1,493 |
Sunoma Loan- current portion | 0 |
Sunoma loan, net of debt issuance costs | $ 22,080 |
Class A common stock | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | shares | 337,852,251 |
Common stock, shares issued (in shares) | shares | 25,671,390 |
Common stock, shares outstanding (in shares) | shares | 25,671,390 |
Common Class B | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | shares | 157,498,947 |
Common stock, shares issued (in shares) | shares | 0 |
Common stock, shares outstanding (in shares) | shares | 0 |
Common Class C | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | shares | 154,309,729 |
Common stock, shares issued (in shares) | shares | 0 |
Common stock, shares outstanding (in shares) | shares | 0 |
Class D common stock | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | shares | 154,309,729 |
Common stock, shares issued (in shares) | shares | 144,399,037 |
Common stock, shares outstanding (in shares) | shares | 144,399,037 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Revenues: | |||||
Total revenues | $ 66,550 | $ 47,184 | $ 168,814 | $ 104,968 | |
Operating expenses: | |||||
Selling, general, and administrative | 15,751 | 7,922 | 34,561 | 19,107 | |
Depreciation, amortization, and accretion | 3,258 | 2,613 | 9,816 | 6,672 | |
Total expenses | 68,499 | 44,030 | 169,456 | 102,559 | |
Operating (loss) income | (1,949) | 3,154 | (642) | 2,409 | |
Other (expense) income: | |||||
Interest and financing expense, net | (776) | (2,354) | (7,184) | (5,659) | |
Change in fair value of derivative instruments, net | (1,908) | (27) | (1,580) | (10) | |
Other income | 6,308 | 0 | 6,308 | 0 | |
Gain on acquisition of equity method investment | 0 | 0 | 0 | 19,818 | |
Income from equity method investments | 3,694 | 0 | 3,658 | 2,392 | |
Income before provision for income taxes | 5,369 | 773 | 560 | 18,950 | |
Provision for income taxes | 0 | 0 | 0 | 0 | |
Net income | 5,369 | 773 | 560 | 18,950 | |
Net income (loss) attributable to redeemable non-controlling interests | 4,161 | 0 | (2,584) | 0 | |
Net loss attributable to non-redeemable non-controlling interests | (325) | (216) | (824) | (414) | |
Paid-in-kind preferred dividends | [1] | 2,658 | 0 | 5,093 | 0 |
Net income attributable to OPAL Fuels | $ 989 | $ 19,364 | |||
Net loss attributable to OPAL Fuels LLC, basic | $ (1,125) | $ (1,125) | |||
Weighted average shares outstanding of Class A common stock : | |||||
Basic (in shares) | 25,671,390 | 0 | 25,671,390 | 0 | |
Diluted (in shares) | 25,823,772 | 0 | 25,823,772 | 0 | |
Per share amounts: | |||||
Basic (in dollars per share) | [2] | $ (0.04) | $ 0 | $ (0.04) | $ 0 |
Diluted (in dollars per share) | [2] | $ (0.06) | $ 0 | $ (0.06) | $ 0 |
RNG Fuel | |||||
Revenues: | |||||
Total revenues | $ 32,381 | $ 17,892 | $ 83,196 | $ 37,066 | |
Operating expenses: | |||||
Cost of sales | 20,959 | 11,973 | 51,843 | 23,053 | |
Fuel Station Services | |||||
Revenues: | |||||
Total revenues | 23,227 | 18,387 | 55,524 | 35,560 | |
Operating expenses: | |||||
Cost of sales | 20,886 | 15,458 | 49,643 | 29,775 | |
Renewable Power | |||||
Revenues: | |||||
Total revenues | 10,942 | 10,905 | 30,094 | 32,342 | |
Operating expenses: | |||||
Cost of sales | $ 7,645 | $ 6,064 | $ 23,593 | $ 23,952 | |
[1] Paid-in-kind preferred dividend is allocated between redeemable non-controlling interests and Class A common stockholders basis their weighted average percentage of ownership. Please see Note.14 Redeemable non-controlling interests, redeemable preferred non-controlling interests and stockholders' equity Business Combination), as it would not be meaningful to the users of these unaudited condensed consolidated financial statements, Refer to Note 3, Business Combination |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 5,369 | $ 773 | $ 560 | $ 18,950 |
Other comprehensive income: | ||||
Net unrealized gain on cash flow hedges | 1,189 | 0 | 1,189 | 0 |
Total comprehensive income | 6,558 | 773 | 1,749 | 18,950 |
Net income attributable to Redeemable non-controlling interests | 6,509 | 2,199 | ||
Other comprehensive income attributable to Redeemable non-controlling interests | 1,011 | 1,011 | ||
Comprehensive loss attributable to non-redeemable non-controlling interests | (325) | (216) | (824) | (414) |
Paid-in-kind preferred dividends | 310 | 310 | ||
Comprehensive income attributable to OPAL Fuels | $ 989 | $ 19,364 | ||
Comprehensive loss attributable to Class A common stockholders | $ (947) | $ (947) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Adjustment | Series A-1 preferred units | Class A common stock | Class D common stock | Redeemable Preferred non-controlling interests | Redeemable Preferred non-controlling interests Revision of Prior Period, Adjustment | Redeemable non-controlling interests | Redeemable non-controlling interests Revision of Prior Period, Adjustment | Legacy Units Series A-1 preferred units | Legacy Units Series A-1 preferred units Previously Reported | Legacy Units Series A-1 preferred units Revision of Prior Period, Adjustment | Legacy Units Legacy Common Units | Legacy Units Legacy Common Units Previously Reported | Legacy Units Legacy Common Units Revision of Prior Period, Adjustment | Common stock Class A common stock | Common stock Class A common stock Previously Reported | Common stock Class A common stock Revision of Prior Period, Adjustment | Common stock Class D common stock | Common stock Class D common stock Previously Reported | Common stock Class D common stock Revision of Prior Period, Adjustment | Additional paid-in capital | Additional paid-in capital Previously Reported | Additional paid-in capital Revision of Prior Period, Adjustment | Retained earnings (Accumulated deficit) | Retained earnings (Accumulated deficit) Previously Reported | Retained earnings (Accumulated deficit) Revision of Prior Period, Adjustment | Other comprehensive income | Other comprehensive income Previously Reported | Other comprehensive income Revision of Prior Period, Adjustment | Non-redeemable non-controlling interests | Non-redeemable non-controlling interests Previously Reported | Non-redeemable non-controlling interests Revision of Prior Period, Adjustment |
Beginning balance at Dec. 31, 2020 | $ 23,760 | $ 23,760 | ||||||||||||||||||||||||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||||||||||
Net loss | (427) | |||||||||||||||||||||||||||||||||
Proceeds from non-redeemable non-controlling interest | 3,808 | |||||||||||||||||||||||||||||||||
Stock-based compensation | 160 | |||||||||||||||||||||||||||||||||
Distributions to redeemable non-controlling interests | (2,103) | |||||||||||||||||||||||||||||||||
Contributions from redeemable non-controlling interests | 1,766 | |||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | 26,964 | |||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 986 | (986) | 142,377,450 | 0 | 142,377,450 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 6,699 | $ 30,459 | $ (23,760) | $ 0 | $ 49,170 | $ (49,170) | $ 14 | $ 0 | $ 14 | $ 0 | $ (25,396) | $ 25,396 | $ 6,685 | $ 6,685 | $ 0 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Net loss | (88) | (88) | ||||||||||||||||||||||||||||||||
Proceeds from non-controlling interest | 6,223 | 6,223 | ||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 142,377,450 | |||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | 12,834 | $ 14 | 0 | 12,820 | ||||||||||||||||||||||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||||||||||
Net loss | 18,802 | |||||||||||||||||||||||||||||||||
Stock-based compensation | 160 | |||||||||||||||||||||||||||||||||
Distributions to redeemable non-controlling interests | (1,592) | |||||||||||||||||||||||||||||||||
Contributions from redeemable non-controlling interests | 5,756 | |||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | 50,090 | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Net loss | (110) | (110) | ||||||||||||||||||||||||||||||||
Proceeds from non-controlling interest | 5,171 | 5,171 | ||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 142,377,450 | |||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | 17,895 | $ 14 | 0 | 17,881 | ||||||||||||||||||||||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||||||||||
Net loss | 989 | |||||||||||||||||||||||||||||||||
Proceeds from non-redeemable non-controlling interest | 4,523 | |||||||||||||||||||||||||||||||||
Stock-based compensation | 159 | |||||||||||||||||||||||||||||||||
Contributions from redeemable non-controlling interests | 397 | |||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 47,112 | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Net loss | (216) | (216) | ||||||||||||||||||||||||||||||||
Proceeds from non-controlling interest | 27,545 | 27,545 | ||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 142,377,450 | |||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 45,224 | $ 14 | 0 | 45,210 | ||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 300,000 | 0 | 300,000 | (300,000) | ||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 30,210 | $ 30,210 | $ 30,210 | 63,545 | 63,545 | $ 0 | $ 30,210 | $ (30,210) | ||||||||||||||||||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||||||||||
Net loss | (4,225) | |||||||||||||||||||||||||||||||||
Proceeds from non-redeemable non-controlling interest | (95) | |||||||||||||||||||||||||||||||||
Amortization on payment to acquire non-redeemable non-controlling interest | (91) | |||||||||||||||||||||||||||||||||
Redeemable preferred non-controlling interest issuance, net of issuance costs | 25,000 | (267) | ||||||||||||||||||||||||||||||||
Stock-based compensation | 160 | |||||||||||||||||||||||||||||||||
Paid-in-kind preferred dividend | 717 | |||||||||||||||||||||||||||||||||
Distributions to redeemable non-controlling interests | (717) | |||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | 55,927 | 58,310 | ||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 144,399,037 | 0 | 1,000 | (1,000) | 0 | 0 | 0 | 144,399,037 | 0 | 144,399,037 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 1,202 | 64,747 | (63,545) | $ 0 | $ 47,592 | $ (47,592) | $ 0 | $ 0 | $ 0 | $ 14 | $ 0 | $ 14 | $ 0 | $ 0 | $ 0 | 0 | 15,967 | (15,967) | $ 0 | $ 0 | $ 0 | 1,188 | 1,188 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Net loss | (242) | (242) | ||||||||||||||||||||||||||||||||
Proceeds from non-controlling interest | 5,738 | 5,738 | ||||||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 144,399,037 | ||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | 6,698 | $ 0 | $ 14 | 0 | 0 | 0 | 6,684 | |||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 300,000 | 0 | 300,000 | (300,000) | ||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 30,210 | 30,210 | $ 30,210 | 63,545 | $ 63,545 | $ 0 | $ 30,210 | $ (30,210) | ||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 300,000 | |||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 32,030 | 135,303 | 1,222,657 | |||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 144,399,037 | 0 | 1,000 | (1,000) | 0 | 0 | 0 | 144,399,037 | 0 | 144,399,037 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 1,202 | $ 64,747 | $ (63,545) | $ 0 | $ 47,592 | $ (47,592) | $ 0 | $ 0 | $ 0 | $ 14 | $ 0 | $ 14 | 0 | $ 0 | $ 0 | 0 | $ 15,967 | $ (15,967) | 0 | $ 0 | $ 0 | 1,188 | $ 1,188 | $ 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Paid-in-kind preferred dividend | (310) | |||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 25,671,390 | 144,399,037 | 25,671,390 | 144,399,037 | ||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | (1,039,269) | $ 2 | $ 14 | 0 | (1,066,137) | 178 | 26,674 | |||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | 55,927 | 58,310 | ||||||||||||||||||||||||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||||||||||
Net loss | (85) | |||||||||||||||||||||||||||||||||
Proceeds from non-redeemable non-controlling interest | 47 | |||||||||||||||||||||||||||||||||
Amortization on payment to acquire non-redeemable non-controlling interest | (92) | |||||||||||||||||||||||||||||||||
Redeemable preferred non-controlling interest issuance, net of issuance costs | 75,000 | |||||||||||||||||||||||||||||||||
Stock-based compensation | 160 | |||||||||||||||||||||||||||||||||
Paid-in-kind preferred dividend | 1,718 | |||||||||||||||||||||||||||||||||
Distributions to redeemable non-controlling interests | (1,718) | |||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | 132,645 | 56,622 | ||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 144,399,037 | ||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | 6,698 | $ 0 | $ 14 | 0 | 0 | 0 | 6,684 | |||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Net loss | (257) | (257) | ||||||||||||||||||||||||||||||||
Proceeds from non-controlling interest | 11,211 | 11,211 | ||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 144,399,037 | ||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | 17,652 | $ 0 | $ 14 | 0 | 0 | 0 | 17,638 | |||||||||||||||||||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||||||||||
Net loss | 6,509 | |||||||||||||||||||||||||||||||||
Unrealized gain on cash flow hedges | 1,011 | |||||||||||||||||||||||||||||||||
Change in redemption value of Redeemable non-controlling interests | 1,160,723 | |||||||||||||||||||||||||||||||||
Stock-based compensation | 140 | |||||||||||||||||||||||||||||||||
Paid-in-kind preferred dividend | 2,658 | |||||||||||||||||||||||||||||||||
Distributions to redeemable non-controlling interests | (2,348) | |||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 300,000 | |||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 32,030 | $ 135,303 | $ 1,222,657 | |||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||||
Net loss | (1,140) | (815) | (325) | |||||||||||||||||||||||||||||||
Net unrealized gain on cash flow hedges | 178 | 178 | ||||||||||||||||||||||||||||||||
Issuance of common stock from the reverse recapitalization and PIPE Investments, net of warrant liability, put option and earnout liability (in shares) | 22,611,857 | |||||||||||||||||||||||||||||||||
Issuance of common stock from the reverse recapitalization and PIPE Investments, net of warrant liability, put option and earnout liability | 68,257 | $ 2 | 68,255 | |||||||||||||||||||||||||||||||
Conversion of Convertible note payable to common shares (in shares) | 3,059,533 | |||||||||||||||||||||||||||||||||
Conversion of Convertible Note Payable to common shares | 30,595 | 30,595 | ||||||||||||||||||||||||||||||||
Change in redemption value of Redeemable non-controlling interests | (1,160,723) | (95,711) | (1,065,012) | |||||||||||||||||||||||||||||||
Proceeds from non-controlling interest | 6,203 | (3,158) | 9,361 | |||||||||||||||||||||||||||||||
Stock-based compensation | 19 | 19 | ||||||||||||||||||||||||||||||||
Paid-in-kind preferred dividend | (310) | (310) | ||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 25,671,390 | 144,399,037 | 25,671,390 | 144,399,037 | ||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ (1,039,269) | $ 2 | $ 14 | $ 0 | $ (1,066,137) | $ 178 | $ 26,674 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 560 | $ 18,950 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Income from equity method investments | (3,658) | (2,392) |
Depreciation and amortization | 9,581 | 6,510 |
Amortization of deferred financing costs | 1,514 | 678 |
Amortization of PPA liability | 0 | (194) |
Accretion expense related to asset retirement obligation | 235 | 162 |
Stock-based compensation | 479 | 479 |
Paid-in-kind interest income | (209) | (101) |
Change in fair value of Convertible Note Payable | (151) | 2,250 |
Unrealized loss on derivative financial instruments | 1,677 | 1,553 |
Gain on extinguishment of contingent liability | (4,362) | 0 |
Gain on repayment of Note receivable | (1,943) | 0 |
Gain on acquisition of equity method investment | 0 | (19,818) |
Changes in operating assets and liabilities, net of effects of businesses acquired: | ||
Accounts receivable | (11,269) | (237) |
Proceeds received on previously recorded paid-in-kind interest income | 288 | 0 |
Fuel tax credits receivable | (1,049) | (42) |
Capital spares | (308) | 1,608 |
Brown gas and parts inventory | (3,520) | (804) |
Environmental credits held for sale | (838) | (1,086) |
Prepaid expense and other current assets | (996) | 1,348 |
Contract assets | (6,192) | (1,725) |
Accounts payable | (6,734) | 6,970 |
Accounts payable, related party | 323 | 1,268 |
Fuel tax credits payable | 690 | 1,545 |
Accrued payroll | (2,386) | (549) |
Accrued expenses | 8,561 | 3,672 |
Other current and non-current liabilities | 453 | 8,794 |
Contract liabilities | (3,035) | 58 |
Net cash (used in) provided by operating activities | (22,289) | 28,897 |
Cash flows from investing activities: | ||
Purchase of property, plant, and equipment | (84,949) | (63,393) |
Cash acquired on acquisition of equity method investment | 0 | 1,955 |
Cash paid for short term investments | (146,936) | 0 |
Cash paid for investment in other entity | 0 | (1,570) |
Purchase of Note receivable | 0 | (10,450) |
Proceeds received from repayment of Note receivable | 10,855 | 0 |
Distributions received from equity method investment | 2,100 | 3,695 |
Net cash used in investing activities | (218,930) | (69,763) |
Cash flows from financing activities: | ||
Proceeds from Sunoma loan | 4,593 | 14,191 |
Proceeds from OPAL Term Loan | 27,500 | 0 |
Proceeds received from Business Combination | 138,850 | 0 |
Financing costs paid to other third parties | (8,462) | (75) |
Repayment of Senior Secured Credit Facility | (3,674) | (3,835) |
Repayment of OPAL Term Loan | (11,277) | 0 |
Repayment of Municipality loan | (157) | 0 |
Proceeds from sale of non-redeemable non-controlling interest | 23,152 | 21,579 |
Proceeds from sale of non-controlling interest, related party | 0 | 16,645 |
Proceeds from issuance of redeemable preferred units | 100,000 | 0 |
Contributions from members | 0 | 7,919 |
Distributions to members | 0 | (3,695) |
Net cash provided by financing activities | 270,525 | 52,729 |
Net increase in cash, restricted cash, and cash equivalents | 29,306 | 11,863 |
Cash, restricted cash, and cash equivalents, beginning of period | 42,054 | 15,388 |
Cash, restricted cash, and cash equivalents, end of period | 71,360 | 27,251 |
Supplemental disclosure of cash flow information | ||
Interest paid, net of $— and $531 capitalized, respectively | 7,013 | 2,405 |
Noncash investing and financing activities: | ||
Issuance of Convertible Note Payable related to business acquisition, excluding paid-in-kind interest | 0 | 55,410 |
Fair value of Class A common stock issued for redemption of Convertible Note Payable | 30,595 | 0 |
Fair value of Derivative warrant liabilities assumed related to Business Combination | 13,524 | 0 |
Fair value of Earnout liabilities related to Business Combination | 45,900 | 0 |
Fair value of put option on a forward purchase agreement related to Business Combination | 4,600 | 0 |
Fair value of contingent consideration to redeem the non-controlling interest included in other long-term liabilities | 183 | 0 |
Paid-in-kind dividend on redeemable preferred non-controlling interests | 5,093 | 0 |
Accrual for purchase of Property, plant and equipment included in Accounts payable and Accrued capital expenses | 9,284 | 789 |
Accrual for deferred financing costs included in Accrued expenses and other current liabilities | $ 282 | $ 0 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||
Interest capitalized | $ 0 | $ 531 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business OPAL Fuels Inc. (including its subsidiaries, the "Company", “OPAL,” “we,” “us” or “our”) is a renewable energy company specializing in the capture and conversion of biogas for the (i) production of RNG for use as a vehicle fuel for heavy and medium-duty trucking fleets, (ii) generation of Renewable Power for sale to utilities, (iii) generation and sale of Environmental Attributes associated with RNG and Renewable Power, and (iv) sales of RNG as pipeline quality natural gas. OPAL also designs, develops, constructs, operates and services Fueling Stations for trucking fleets across the country that use natural gas to displace diesel as their transportation fuel. The biogas conversion projects ("Biogas Conversion Projects") currently use landfill gas and dairy manure as the source of the biogas. In addition, we have recently begun implementing design, development, and construction services for hydrogen Fueling Stations, and we are pursuing opportunities to diversify our sources of biogas to other waste streams. The Company (formerly known as ArcLight Clean Transition Corp. II) was incorporated as a Cayman Islands exempted company on January 13, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On December 2, 2021, the Company, OPAL HoldCo LLC ("OPAL Holdco") and OPAL Fuels LLC, a Delaware limited liability company ("OPAL Fuels"), entered into a business combination agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) . On July 21, 2022, we closed the Business Combination Agreement and consummated the transactions contemplated thereby (the “Business Combination”). The Business Combination Agreement and the Business Combination were unanimously approved by the boards of directors of the Company and OPAL Fuels, and also approved by OPAL Holdco, the sole member of OPAL Fuels. Pursuant to the Business Combination Agreement, on July 21, 2022, (the "Closing Date"), Arclight changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Following the Domestication, on July 21, 2022, Arclight changed its name to "OPAL Fuels Inc." and each outstanding ArcLight Class B ordinary share converted into one ArcLight Class A ordinary share, each outstanding ArcLight Class A ordinary share became one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and each outstanding warrant to purchase one ArcLight Class A ordinary share became a warrant to purchase one share of the Company's Class A common stock at an exercise price of $11.50 per share. Following the consummation of the Business Combination on July 21, 2022, the Company was organized in an “Up-C” structure. The Company is the managing member of OPAL Fuels. OPAL Fuels directly or indirectly holds substantially all of the consolidated assets and business of the Company. Please see Note 3 Business Combination for additional information. All amounts in these footnotes are presented in thousands of dollars except per share data. COVID-19 Impact In March 2020, the World Health Organization categorized the coronavirus disease 2019 ("COVID-19") as a pandemic and the President of the United States declared the COVID-19 outbreak as a national emergency. Management considered the impact of COVID-19 on the assumptions and estimates used and determined that, because the Company was deemed to be an essential business by the U.S. government and incurred neither layoffs of personnel nor a decline in its customer base or business operations. There was no material adverse impact on the Company's statement of position and result of operations as of, and for the three and nine months ended September 30, 2022. The future impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and its impact on our customers, all of which are uncertain and cannot be predicted. Liquidity and Capital Resources As of September 30, 2022, our liquidity consisted of cash and cash equivalents including restricted cash of $71,360 and short term investments of $146,936. As of September 30, 2022, we had total indebtedness excluding the deferred financing costs of $219,987 which primarily consisted of $77,679 under the Senior Secured Credit Facility, $27,964 under the Convertible Note Payable, $91,223 under the OPAL Term Loan, $121 under the Municipality loan, and $23,000 under the Sunoma Loan. The amount outstanding under the Senior Secured Credit Facility is due to be repaid in December 2022 and therefore has been classified as a current liability. In August 2022, we entered into a delayed draw term loan facility for $105,000 to fund the construction of new RNG facilities which is available for us to drawdown upon achievement of certain milestones. In July 2022, we received a redemption notice from Biotown Bio Gas LLC ("Biotown") for the Note receivable and the Company subsequently received $11,555 consisting of the principal balance $10,915, prepayment penalty of $546 and accrued interest of $94. Additionally, we have drawn $12,500 in September 2022 and $12,500 in October 2022 under the OPAL Term Loan following the commencement of operations of two additional RNG facilities. We entered into an amendment to the OPAL Term Loan to extend the commitment date to March 2023 for the remaining $10,000. We expect that our available cash, together with our other assets, expected cash flows from operations, available lines of credit under various debt facilities and access to expected sources of capital will be sufficient to meet our existing commitments for a period of at least twelve months following the date of this report. To fuel future growth, we anticipate seeking additional capital through equity offerings or debt financings. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our project development efforts. We may be unable to obtain any such additional financing on acceptable terms or at all. Our ability to access capital when needed is not assured and, if capital is not available when, and in the amounts, needed, we could be required to delay, scale back, or abandon some or all of our development programs and other operations, which could materially harm our business, prospects, financial condition, and operating results. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Restatement of Financial Statements Our condensed consolidated statements of operations for the nine months ended September 30, 2021 and condensed consolidated statements of changes in Redeemable non-controlling interest, Redeemable preferred non-controlling interests and stockholders' equity as of September 30, 2021 have been restated for certain errors made with regard to accounting for certain commodity swap agreements which the Company entered into in December 2018 and November 2019, recording of certain invoices related to construction in progress in the wrong period and for the gross up of revenue for certain federal and state taxes collected by the Company on behalf of the customer, which the Company subsequently remitted to the government. Restatement relating to commodity swap contracts In December 2018, the Company signed an amendment to an existing power purchase agreement (“PPA”) which converted the PPA into a swap structure whereby the Company was able to sell the capacity separately and schedule the sale of electricity independent of the PPA. Post the amendment and conversion to a swap, the counterparty agreed to pay the Company the difference between the market price collected from the sale of the electricity and the contract price in the PPA. The contract was expected to be net settled in cash on a monthly basis. Please see Note 10 Derivative Financial Instruments for additional information. In November 2019, the Company entered into an International Swaps and Derivatives Association(“ISDA”) agreement pursuant to which, the Company entered into a commodity swap contract for a notional quantity of 87,720 MWh at 5MWh per hour for a period of two years — 2020 and 2021 at a fixed contract price of $35.75 per MWh. The swap was expected to be net settled in cash on a monthly basis. Additionally, the Company entered into another commodity swap contract for a notional quantity of 26,280 MWh at 3 MWh per hour for one year - 2022. Please see Note 10 Derivative Financial Instruments for additional information. The Company recorded $169 of realized gain on the above swap arrangements as part of Revenues in its consolidated statements of operations for the nine months ended September 30, 2021. The Company previously reported this gain as part of Revenues in the condensed consolidated statement of operations but the gain was not properly disclosed in the notes to the financial statements. The Company concluded that these two contracts were economic hedges against market price volatility and are considered as derivatives under ASC 815 Derivatives and Hedging, which required the Company to record mark to market unrealized gain (loss) in its condensed consolidated statements of operations. The Company did not record an unrealized loss of $2,824 for the nine months ended September 30, 2021. Therefore, the Company restated its Revenues - RNG Fuel by $2,824 for the nine months ended September 30, 2021. Restatement relating to taxes collected on behalf of customers The Company collects federal and state taxes on its revenues generated from customers in our RNG Fuel segment and remits the same to the government subsequently. The Company concluded that these taxes should be presented on a net basis in Revenues-RNG fuel in its condensed consolidated statements of operations. Therefore, the Company restated its revenues and cost of sales by $1,140 for the nine months ended September 30, 2021. This adjustment did not have any impact on net income reported for the nine months ended September 30, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") for interim financial information and includes the accounts of the Company and all other entities in which the Company has a controlling financial interest: Fortistar Methane 3 LLC (“FM3”), Fortistar Methane 4 LLC, Beacon RNG LLC (“Beacon”) Sunoma Holdings, LLC (“Sunoma”), Emerald RNG LLC (“Emerald”), Sapphire RNG LLC (“Sapphire”), New River LLC (“New River”), Reynolds NRG LLC (“Reynolds”), Beacon RNG LLC (“Beacon”), Central Valley LLC (“Central Valley”), Fortistar Contracting LLC, Fortistar RNG LLC, and OPAL Fuel station services LLC (“Fuel station services”). The Company’s condensed consolidated financial statements include the assets and liabilities of these subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The non-controlling interest attributable to the Company's variable interest entities ("VIE") are presented as a separate component from the Stockholders' equity 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' equity. The accompanying condensed consolidated financial statements reflect the activities of the Company, its subsidiaries, and its equity method investments for the nine months ended September 30, 2022 and 2021. Investments in unconsolidated entities in which the Company can influence the operating or financial decisions are accounted for under the equity method. As of September 30, 2022 and December 31, 2021, the Company accounted for its ownership interests in Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road") and GREP BTB Holdings LLC ("GREP") under the equity method. The Company's interests in Beacon for the period between January 1, 2021 and April 30, 2021 were accounted for under the equity method. Beacon was consolidated after acquisition of remaining ownership interests increasing the ownership interest from 44.3% to 100% on May 1, 2021. Please see Note 4. Investment in other entities, for additional information. The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission ("SEC"). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, it does not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The information herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Current Report on Form 8K, which was filed with SEC on July 27, 2022. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results, and cash flows for the periods presented. Business Combination The Business Combination was accounted for as a reverse recapitalization as OPAL Fuels was determined to be the accounting acquirer under Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 805, Business Combinations . OPAL HoldCo held a controlling financial interest in OPAL Fuels prior to the closing date. At transaction close, OPAL HoldCo obtained a controlling financial interest in the Company and indirectly retained control over OPAL Fuels through the Company. OPAL HoldCo did not relinquish control over OPAL Fuels during the transaction, instead it affected a transfer of a controlled subsidiary (i.e., OPAL Fuels) to a newly-controlled subsidiary (i.e., OPAL Fuels Inc) and in exchange for issuing Class A common units of OPAL Fuels for the net assets of the Company. As there was no change in control, OPAL Fuels has been determined to be the accounting acquirer. Under this method of accounting, ArcLight is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the transaction is treated as the equivalent of OPAL Fuels issuing stock for the net assets of ArcLight, accompanied by a recapitalization. The net assets of ArcLight are stated at historical cost, with no goodwill or other intangible assets recorded. Results of operations prior to Business Combination are presented as belonging to OPAL Fuels in future reports of the combined entity. The recapitalization had no effect on reported net loss and comprehensive income, cash flows, total assets or members' equity as previously reported. See Note 3. Business Combination , for additional information. The Business Combination resulted in an umbrella partnership corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies (operating as partnerships) undertaking an initial public offering. The Up-C structure allowed OPAL Fuels equity holders to retain their equity ownership in OPAL Fuels, an entity that is classified as a partnership for U.S. federal income tax purposes, and provides potential future tax benefits for the Company when the OPAL Fuels equity holders ultimately redeem their pass-through interests for shares of Class A common stock in OPAL Fuels Inc. Use of estimates The preparation of 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, the fair value of the Convertible Note Payable (as defined below), the impairment assessment of goodwill, and the fair value of derivative instruments. Actual results could differ from those estimates. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year. Accounting Pronouncements In June 2022, the FASB issued Accounting Standards Update ("ASU") 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions which states that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and therefore, is not considered in measuring fair value. The ASU clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The ASU requires an entity to disclose (i) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet (ii) the nature and remaining duration of the restriction and (iii) the circumstances that could cause a lapse in the restriction. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years for public entities and fiscal year beginning December 15, 2024 for all other entities. The Company is currently evaluating the impact on its financial statements of adopting this standard. In February 2016, the FASB issued Leases (Topic 842) requiring lessees to record the assets and liabilities for operating leases on the balance sheet. This standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. In April 2020, the FASB voted to defer the effective date for Leases for private companies and certain not-for-profit entities for one year. For companies filing under emerging growth company status and private not-for-profits, the leasing standard will be effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating all of its contracts and expects to record right-of-use assets and corresponding liabilities on its consolidated balance sheet as of December 31, 2022 for its vehicle leases and office lease. 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, 2022 and December 31, 2021 September 30, December 31, Current assets: Cash and cash equivalents $ 25,286 $ 39,314 Restricted cash - current (1) 41,419 — Long-term assets: Restricted cash held as collateral (2) 4,655 2,740 Total cash, cash equivalents, and restricted cash $ 71,360 $ 42,054 (1) Restricted cash - current primarily consists of (i) $20,100 held in escrow to secure the Company's purchase obligations under the forward purchase agreement with Meteora (See Note.3 Business Combination for additional information). (ii) $5,800 equity contribution to a joint venture in connection with the closing of OPAL Term Loan II (iii) $1,778 relates to interest reserve on Sunoma Loan and (iv) $13,700 held in a restricted account for funding one of our RNG projects. (2) Restricted cash held as collateral represents the collateral requirements on our debt facilities. Short term investments The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity greater than three months at the time of purchase to be short term investments. The Short term investments of $146,936 consists of cash received upon closing of the Business Combination invested in money market accounts with maturities ranging between 1 and 12 months as of September 30, 2022. The amounts in these money market accounts are liquid and available for general use. Transaction costs Transaction costs consists of direct legal, consulting, audit and other fees related to the consummation of the Business Combination. These costs were initially capitalized as incurred and recorded as Deferred financing costs in the condensed consolidated balance sheet. Upon the completion of the Business Combination, transaction costs directly related to the issuance of shares were recognized as an offset to additional paid-in capital within the condensed consolidated statements of changes in redeemable non-controlling interest, redeemable preferred non-controlling interest and stockholders' equity. The Company incurred $8,299 in transaction costs consisting of legal and professional fees, which were recorded as an offset to additional paid-in capital. Derivative warrant liabilities The Company assumed publicly-traded warrants (the "Public Warrants") and private warrants (the "Private Warrants") upon the completion of the Business Combination. The Company accounts for warrants for shares of the Company's stock that are not indexed to its own stock as liabilities at fair value on the condensed consolidated balance sheet. The warrants are 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. Earnout Awards In connection with the Business Combination and pursuant to a sponsor letter agreement, the Sponsor agreed to subject 10% of its Class A common stock (received as a result of the conversion of its ArcLight Class B ordinary shares immediately prior to the closing) to vesting and forfeiture conditions relating to VWAP targets for the Company's Class A common stock sustained over a period of 60 months following the closing. OPAL Fuels equity holders are eligible to receive an aggregate of 10,000,000 shares of Class B and Class D common stock upon the Company achieving each earn-out event during the earn-out period. The Earnout Awards were recognized at fair value on the Closing Date and classified as a liability which is remeasured at each balance sheet date and any change in fair value is recognized in the Company's condensed consolidated statement of operations as part of change in fair value of derivative instruments, net. Put option on forward purchase agreement Prior to the closing of Business Combination, the Company entered into a forward purchase agreement with Meteora Capital Partners ("Meteora") pursuant to which Meteora agreed to purchase 2,000,000 shares of Class A common stock from shareholders who had previously tendered such shares for redemption but agreed to reverse their redemption and sell such shares to Meteora at the redemption price. The Company placed $20,040 in escrow at the closing of the Business Combination to secure its purchase obligation to repurchase these 2,000,000 shares at Meteora’s option for a price of $10.02 per share on the date that is six months after closing of the Business Combination. The cash plus earned interest is recorded as Restricted cash - current in the Company's condensed consolidated balance sheet as of September 30, 2022. The put option written to Meteora on 2,000,000 shares of Class A common stock is recorded as a liability under Topic 480 Distinguishing Liabilities from Equity with the change in the fair market value recognized in the statement of operations as part of change in fair value of derivative instruments, net. See Note.3 Business Combination for additional information. Redeemable non-controlling interests Redeemable non-controlling interests represent the portion of OPAL Fuels that the Company controls and consolidates but does not own. The Redeemable non-controlling interest was created as a result of the Business Combination and represents 144,399,037 Class 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, 2022, the Company recorded an adjustment of $1,160,723. Net income (loss) per share The Business Combination was accounted for as a reverse recapitalization as OPAL Fuels was determined to be the accounting acquirer under FASB ASC Topic 805, Business Combinations . Accordingly, for accounting purposes, the transaction is treated as the equivalent of OPAL Fuels issuing stock for the net assets of ArcLight, accompanied by a recapitalization. The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period. The Company's diluted earnings per share includes effects of the Company's outstanding Redeemable non-controlling interests (OPAL Fuels Class B units), the put option a forward purchase agreement, redeemable preferred non-controlling interests, Sponsor Earnout Awards, OPAL Earnout Awards, Private Warrants and Public Warrants. Accounts Receivable, Net The Company's allowance for doubtful accounts was $100 and $— at September 30, 2022 and December 31, 2021. Asset Retirement Obligation The Company accounts for asset retirement obligations in accordance with FASB ASC 410, Asset Retirement and Environmental Obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The fair value of the estimated asset retirement obligations is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The discounted asset retirement costs capitalized amount are accreted over the life of the sublease or site lease agreement. Asset retirement obligations are deemed Level 3 fair value measurements as the inputs used to measure the fair value are unobservable. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions. As of September 30, 2022 and December 31, 2021, the Company estimated the value of its total asset retirement obligations to be $5,968 and $5,738, respectively. The changes in the asset retirement obligations were as follows as of September 30, 2022: September 30, Balance, December 31, 2021 $ 5,738 Addition (5) Accretion expense 235 Total asset retirement obligation 5,968 Less: current portion (1,586) Total asset retirement obligation, net of current portion $ 4,382 Revenue Recognition The Company’s revenue arrangements generally consist of a single performance obligation to transfer goods or services. Revenue from the sale of RNG, CNG and, electricity is recognized by applying the “right to invoice” practical expedient within the accounting guidance for Revenue from Contracts with Customers that allows for the recognition of revenue from performance obligations in the amount of consideration to which there is a right to invoice the customer and when the amount for which there is a right to invoice corresponds directly to the value transferred to the customer. For some public CNG Fueling Stations where there is no contract with the customer, the Company recognizes revenue at the point in time that the customer takes control of the fuel. The Company also performs maintenance services throughout the country. Maintenance consists of monitoring equipment and replacing parts as necessary to ensure optimum performance. Revenue from service agreements is recognized over time as services are provided. Capacity payments fluctuate based on peak times of the year and revenues from capacity payments are recognized monthly as earned. The Company has agreements with two natural gas producers ("Producers") to transport Producers' natural gas using the Company's RNG gathering system. The performance obligation is the delivery of Producers' natural gas to an agreed delivery point on an interstate gas pipeline. The quantity of natural gas transported for the Producers is measured at a certain specified meter. The price is fixed at contracted rates and the Producers pay approximately 30 days after month-end. As such, transportation sales are recognized over time, using the output method to measure progress. The Company provides credit monetization services to customers that own renewable gas generation facilities. The Company recognizes revenue from these services as the credits are minted on behalf of the customer. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as a current asset based on their estimated fair value at contract inception. When the Company receives RINs or LCFSs as payment for providing credit monetization services, it records the non-cash consideration in inventory based on the fair value of RINs or LCFSs at contract commencement. On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra for the environmental attributes generated by the RNG Fuels business. Under this agreement, the Company plans to sell a minimum of 90% of the environmental attributes generated and will receive net proceeds based on the agreed upon price less a specified discount. A specified volume of environmental attributes sold per quarter will incur a fee per environmental attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the three and nine months ended September 30, 2022, the Company earned net revenues after discount and fees of $19,335 and $49,023, respectively under this contract which was recorded as part of Revenues - RNG fuel. Sales of environmental attributes such as RINs, RECs, and LCFS are generally recorded as revenue when the certificates related to them are delivered to a buyer. However, the Company may recognize revenue from the sale of such environmental attributes at the time of the related RNG or renewable power sales when the contract provides that title to the environmental attributes transfers at the time of production, the Company's price to the buyer is fixed, and collection of the sales proceeds occurs within 60 days after generation of the renewable power. Management operating fees are earned for the operation, maintenance, and repair of the gas collection system of a landfill site. Revenue is calculated on the volume of per million British thermal units of LFG collected and the megawatt hours ("MWhs") produced at that site. This revenue is recognized when LFG is collected and renewable power is delivered. The Company has various fixed price contracts for the construction of Fueling Stations for customers. Revenues from these contracts, including change orders, are recognized over time, with progress measured by the percentage of costs incurred to date compared to estimated total costs for each contract. This method is used as management considers costs incurred to be the best available measure of progress on these contracts. Costs capitalized to fulfill certain contracts were not material in any of the periods presented. The Company owns Fueling Stations for use by customers under fuel sale agreements. The Company bills these customers at an agreed upon price for each gallon sold and recognizes revenue based on the amounts invoiced in accordance with the "right to invoice" practical expedient. For some public stations where there is no contract with the customer, the Company recognizes revenue at the point-in-time that the customer takes control of the fuel. The Company from time-to-time enters into fuel purchase agreements with customers whereby the Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. In accordance with the standards of ASC 840, Leases , the Company has concluded these agreements meet the criteria for a lease and are classified as operating leases. Typically, these agreements do not require any minimum consumption amounts and, therefore, no minimum payments. Included in "RNG fuel" revenues are $856 and $1,906 related to the lease portion of these agreements for the three and nine months ended September 30, 2022. The lease revenues included in Revenues - RNG fuel for the three and nine months ended September 30, 2021 were $694 and $1,644, respectively. In addition, the Company has assessed all power purchase agreements ("PPAs") and concluded that certain PPAs contain a lease element requiring lease accounting. Included in "Renewable power" revenues are $384 and $1,014 related to the lease element of these PPAs for the three and nine months ended September 30, 2022. For the three and nine months ended September 30, 2021, the lease revenues from the PPAs included in "Renewable power" revenues were $765 and $1,642, respectively. Disaggregation of Revenue The following table shows the disaggregation of revenue according to product line: Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Renewable power sales $ 9,666 $ 9,551 $ 27,205 $ 28,162 Third party construction 18,660 14,078 41,476 23,348 Service 3,480 3,670 11,910 11,674 Brown gas sales 12,430 1,611 23,398 7,836 Environmental credits 19,649 13,202 58,444 25,198 Parts sales 1,355 633 2,332 532 Operating agreements — 707 893 2,433 Other 70 2,273 236 2,499 Total revenue from contracts with customers 65,310 45,725 165,894 101,682 Lease revenue 1,240 1,459 2,920 3,286 Total revenue $ 66,550 $ 47,184 $ 168,814 $ 104,968 For the three and nine months ended September 30, 2022, 28% and 24.6%, respectively of revenue was recognized over time, and the remainder was for products and services transferred at a point in time. For the three and nine months ended September 30, 2021, approximately 29.8% and 22.2%, 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 2022 2021 2022 2021 Reversal of contingent consideration on acquisition of non-controlling interest $ 4,365 $ — $ 4,365 $ — Gain on redemption of Note receivable 1,943 — 1,943 — Other income $ 6,308 $ — $ 6,308 $ — Contract Balances The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers: September 30, December 31, Accounts receivable, net $ 36,660 $ 25,391 Contract assets: Cost and estimated earnings in excess of billings $ 12,514 $ 5,989 Accounts receivable retainage, net 2,162 2,495 Contract assets total $ 14,676 $ 8,484 Contract liabilities: Billings in excess of costs and estimated earnings $ 6,750 $ 9,785 Contract liabilities total $ 6,750 $ 9,785 During the nine months ended September 30, 2022, the Company recognized revenue of $9,785 that was included in "Contract liabilities" at December 31, 2021. During the nine months ended September 30, 2021, the Company recognized revenue of $4,678 that was included in "Contract liabilities" at December 31, 2020. RNG inventory RNG inventory relates to storage of an equivalent amount of RNG production from our new RNG facilities during their RIN and LCFS certification period. It is sold to various customers at market prices upon obtaining RIN or LCFS certification. It is recorded at cost and adjusted to its net realizable value at each balance sheet date. 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, 2022, the Company had a backlog of $36,311 which is anticipated to be recognized as revenue in the next 12 months. Income Taxes As a result of the Business Combination, the Company is the sole managing member of OPAL Fuels. OPAL Fuels is a limited liability company that is treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income taxes. Any taxable income or loss generated by OPAL Fuels is passed through to and included in the taxable income or loss of its members, including the Company, on a pro-rata basis, subject to applicable tax regulations. The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s condensed consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company calculates the interim tax provision in accordance with the provisions of ASC Subtopic 740-270, Income Taxes; Interim Reporting. For interim periods, the Company estimates the annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. Significant Customers, Vendors and Concentration of Credit Risk For the three and nine months ended September 30, 2022, two customers accounted for 49% and 45% of revenue, respectively. For the three and nine months ended 2021, two customers accounted for 18% and 30% of revenue, respectively. At September 30, 2022, two customers accounted for 38% of accounts receivable. At December 31, 2021, one customer accounted for 11%, 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, 2022 |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Business Combination | Business Combination On July 21, 2022, ArcLight filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which ArcLight was domesticated and continued as a Delaware corporation (the “Domestication”). Pursuant to the Domestication, (i) each outstanding Class B ordinary share, par value $0.0001 per share of ArcLight was automatically converted, on a one-for-one basis, into a Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”), of ArcLight; (ii) each issued and outstanding Class A ordinary share (including Class A ordinary shares resulting from the conversion of Class B ordinary shares into Class A ordinary shares) was automatically converted, on a one-for-one basis, into a share of the Company's Class A common stock, par value $0.0001 per share; (iii) each issued and outstanding whole warrant to purchase Class A ordinary shares of ArcLight automatically converted into a warrant to acquire one share of the Company's Class A common stock at an exercise price of $11.50 per share ("OPAL Warrant"); and (iv) each issued and outstanding unit of ArcLight that had not been previously separated into the underlying Class A ordinary shares of ArcLight and the underlying warrants of ArcLight upon the request of the holder thereof prior to the Domestication was cancelled and entitled the holder thereof to one share of the Company's Class A common stock and one-half of one OPAL Warrant. In connection with consummation of the Business Combination, the events summarized below, among others, occurred: • OPAL Fuels and its existing members caused OPAL Fuels’ existing limited liability company agreement to be amended and restated and in connection therewith, all of the common units of OPAL Fuels issued and outstanding immediately prior to the closing were re-classified into 144,399,037 Class B common units ( "Class B Units") of OPAL Fuels. The Company accounts for these Class B units as Redeemable non-controlling interests in its condensed consolidated financial statements. Each Class B unit is paired with 1 non-economic share of Class D common stock issued by the Company. • ArcLight (i) contributed to OPAL Fuels $138,850 in cash net of transaction expenses of $9.7 million, representing the sum of cash in the trust account after giving effect to the exercise of redemption rights by any Arclight shareholders plus the aggregate proceeds of the PIPE investment received and (ii) issued to OPAL Fuels 144,399,037 shares of Class D common stock of the Company, par value $0.0001 per share; (ii) issued 11,080,600 shares of the Company's Class A common stock to the PIPE investors at $10.0 per share, par value $0.0001 per share and (iii) issued 3,059,533 shares of the Company's Class A common stock to ARCC Beacon LLC ("Ares"); • OPAL Fuels issued 25,671,390 Class A Units of OPAL Fuels to the Company; and • The Company contributed to OPAL Fuels, and OPAL Fuels in turn distributed to pre-closing members of OPAL Fuels, 144,399,037 shares of Class D common stock, par value $0.0001 per share (such shares of Class D common stock do not have any economic value but entitle the holder thereof to five votes per share). Pursuant to a forward share purchase agreement (the “Forward Purchase Agreement”) entered into between ArcLight and Meteora and its affiliates (collectively, “Meteora”), prior to the closing of the Business Combination Meteora purchased 2,000,000 Class A common stock of ArcLight from shareholders who had previously tendered such shares for redemption but agreed to reverse their redemption and sell such shares to Meteora at the redemption price, resulting in Meteora holding a total of 2,000,000 Class A common stock, which Meteora agreed not to redeem in connection with the Business Combination. Additionally, ArcLight placed $20,040 in escrow at the closing of the Business Combination to secure its purchase obligation to repurchase these 2,000,000 shares at Meteora’s option for a price of $10.02 per share on the date that is six months after closing of the Business Combination. The cash plus earned interest is recorded as Restricted cash - current in the Company's condensed consolidated balance sheet as of September 30, 2022. The put option written to Meteora on 2,000,000 shares of Class A common stock is recorded as a liability under Topic 480 Distinguishing Liabilities from Equity with the change in the fair market value recognized in the statement of operations. As of September 30, 2022, Meteora sold 340,000 shares. The fair value of the put option for the remaining 1,700,000 as of September 30, 2022 was estimated at $4,200. For the three and nine months ended September 30, 2022, the Company recorded a gain of $384 as change in fair value of derivative instruments,net in its Condensed Consolidated Statement of Operations. Pursuant to the terms of the Sponsor Letter Agreement entered into on December 2, 2021 among ArcLight, ArcLight CTC Holdings II, L.P. (“Sponsor”), OPAL Fuels and certain other persons concurrently with the execution of the Business Combination Agreement (the “Sponsor Letter Agreement”), the Sponsor agreed to subject 10% of its Class A common stock (received as a result of the conversion of its ArcLight Class B ordinary shares immediately prior to the closing) to vesting and forfeiture conditions relating to VWAP targets for the Company's Class A common stock sustained over a period of 60 months following the closing (“Sponsor Earnout Awards”). The Company accounted for the potential earnout shares as a liability at fair value with the change in the fair market value recognized in the statement of operations. The Sponsor Earnout Awards were classified as liability as their settlement terms contained certain variables that precluded them from being considered index to the Company's common stock under the "fixed-for-fixed" requirement per ASC 815 D erivatives and Hedging . The fair value of Sponsor Earnout Awards as of September 30, 2022 was estimated at $4,600. For the three and nine months ended September 30, 2022, the Company recorded a gain of $1,100 as change in fair value of derivative instruments,net in its condensed consolidated statement of operations. Effective immediately after the closing, and upon the date on which the Company's annual adjusted EBITDA for the calendar year 2023 exceeds $238,000, (i) the Company will issue to OPAL Fuels equity holders (the “Earnout Participants”) an aggregate of 5,000,000 shares of the Company's Class B common stock and Class D common stock and corresponding OPAL Fuels Common Units in accordance with the allocations set forth in the Business Combination Agreement. Additionally, upon the date on which the Company's annual adjusted EBITDA for the calendar year 2024 exceeds $446,000, (i) the Company will issue to the Earnout Participants an aggregate of 5,000,000 additional shares of the Company's Class B common stock and Class D common stock and corresponding OPAL Fuels Common Units in accordance with the allocations set forth in the Business Combination Agreement (“OPAL Earnout Awards”). OPAL Earnout Awards were classified as a liability under Topic 480 Distinguishing Liabilities from Equity because they are considered indexed to an obligation to repurchase shares by delivering cash or other assets as a result of certain settlement provisions. The fair value of OPAL Earnout Awards as of September 30, 2022 was estimated at $34,900. For the three and nine months ended September 30, 2022, the Company recorded a gain of $5,300 as change in fair value of derivative instruments,net in its condensed consolidated statements of operations. Upon the completion of the business combination, the Company assumed the Public Warrants and Private Warrants. As of September 30, 2022, the Company had 6,223,261 and 9,223,261 Public Warrants and Private Warrants outstanding, respectively. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The fair value of the Public Warrants as of September 30, 2022 was estimated at $9,024. For the three and nine months ended September 30, 2022, the Company recorded an expense of $3,578 as change in fair value of derivative instruments, net in its condensed consolidated statements of operations. The Private Warrants are identical to the Public Warrants underlying the units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Warrants are held by someone other than the Initial Shareholders or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The fair value of the Private Warrants as of September 30, 2022 was estimated at $13,388. For the three and nine months ended September 30, 2022, the Company recorded an expense of $5,309 as change in fair value of derivative instruments, net in its condensed consolidated statements of operations. Redemption of warrants for cash when the price per Class A common stock price equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Redemption of warrants for Class A common stock when the price per share of Class A common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30 trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock for the above purpose shall mean the volume weighted average price of our Class A common stock during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A common stock per warrant (subject to adjustment). The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statements of stockholders' equity for the nine months ended September 30, 2022: Cash proceeds from Arclight, net of redemptions $ 17,775 Cash proceeds from PIPE investors 110,806 Cash in escrow account for the Forward Purchase Agreement 20,040 Less: transaction costs and under writing fees paid (1) (9,771) Cash acquired from Business Combination 138,850 Less: warrant liabilities (13,524) Less: earnout liabilities (45,900) Less: put option with Meteora (4,600) Less: Deferred financing costs recorded in additional paid-in-capital (2) (6,569) Net cash from Business Combination recorded in Stockholders' equity $ 68,257 (1) Includes $8,041 of Sponsor specific transaction costs paid at closing. (2) Excludes $1,730 of transaction costs paid at closing and recorded on OPAL Fuels' condensed consolidated balance sheet prior to closing. The total number of shares of the Company's Class A common stock outstanding immediately following the closing of the Business Combination was 25,671,390, consisting of the following: Shares Class A - Public stockholders 1,752,181 Class A - Sponsor shares (1) 7,779,076 Class A - PIPE investors 11,080,600 Class A - Forward Purchase Agreement 2,000,000 Class A - Ares 3,059,533 25,671,390 Class D - Opal Fuels equity holders 144,399,037 Total shares issued upon closing of Business Combination 170,070,427 (1) Includes 763,908 Sponsor Earnout Awards subject to vesting and forfeiture conditions. The Company incurred $8,299 in transaction costs relating to the Business Combination which were recorded as an offset to additional paid-in capital in the condensed consolidated Statements of Changes in Redeemable preferred units and Stockholders' equity. |
Investments in Other Entities
Investments in Other Entities | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Other Entities | Investment in Other Entities The Company uses the equity method to account for investments in affiliates that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company's investments in these nonconsolidated affiliates are reflected in the Company's 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. Our equity method investments were as follows as of September 30, 2022 and December 31, 2021: Percentage of ownership Carrying Value September 30, December 31, Pine Bend 50.0 % $ 20,730 $ 21,188 Noble Road 50.0 % 24,053 24,516 GREP 20.0 % 3,925 1,446 Total investment in other entities $ 48,708 $ 47,150 Note receivable In August 2021, the Company acquired 100% ownership interest in Reynolds which held a note receivable of $10,450 to Biotown. The Note receivable had a maturity date of July 15, 2027 and carried an interest rate of 12.5% of which 8% is payable in cash on a quarterly basis from the inception of the loan and 4.5% payment-in-kind interest adding to the outstanding debt balance until the facility becomes operational. On July 15, 2022, Biotown repaid the total amount outstanding under the Note receivable including paid-in-kind interest and prepayment penalty. The total proceeds received were $11,555 which included $701 paid-in-kind interest accrued from August 2021 to July 15, 2022 and $545 of prepayment penalty. The paid-in-kind interest income accrued during the year ended December 31, 2021 of $288 is shown as cash flow from operations. The Company recorded a gain on repayment of $1,943 as part of Other income in the condensed consolidated statement of operations for the three and nine months ended September 30, 2022. The Company recorded $95 and $841 as a reduction to interest and financing expense, net in its condensed consolidated statement of operations for the three and nine months ended September 30, 2022, respectively. The Note receivable also entitles Reynolds to receive 4.25% of any revenue-based distributions made up to a maximum of $4,500 over the term of the debt. The Company recorded the fair value of the Note receivable — variable fee component of $1,538 as an allocation of the initial investment balance of $10,450 and recorded payment-in-kind interest income of $73 and $136 as a reduction to interest and financing expense, net in the condensed consolidated statement of operations for the three and nine months ended September 30, 2022, respectively. The Note receivable - variable fee component of $1,865 and $1,656 is recorded as a long-term asset on its condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively. The following table summarizes the net income from equity method investments: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Revenue (1) $ 42,158 $ — $ 47,247 $ 14,181 Gross profit 33,053 — 34,665 6,459 Net income 31,356 — 29,615 5,400 — Net income from equity method investments (2) $ 3,694 $ — $ 3,658 $ 2,392 (1) Revenues include a realized gain of $32,796 from commodity swap contracts on our equity method investment, GREP for the three and nine months ended September 30, 2022. (2) Net income from equity method investments represents our portion of the net income from equity method investments in Pine Bend, Noble Road and GREP for the three and nine months ended September 30, 2022 and Beacon for the three and nine months ended September 30, 2021. |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment, Net | Property, Plant, and Equipment, Net Property, plant, and equipment, net, consisted of the following as of September 30, 2022 and December 31, 2021: September 30, December 31, Plant and equipment $ 203,382 $ 161,387 CNG/RNG fueling stations 34,494 27,892 Construction in progress 102,205 62,616 Buildings 2,585 2,544 Land 1,303 1,303 Service equipment 1,692 1,521 Leasehold improvements 815 815 Vehicles 313 407 Office furniture and equipment 307 302 Computer software 277 277 Other 458 416 347,831 259,480 Less: accumulated depreciation (97,476) (89,710) Property, plant, and equipment, net $ 250,355 $ 169,770 As of September 30, 2022, there has been an increase in property, plant and equipment as a result of an increase in the construction of RNG generation facilities including, but not limited to Emerald, Sapphire, and Central Valley RNG dispensing facilities. The majority of these facilities, for which costs are in construction in progress as of September 30, 2022, are expected to be operational during the fourth quarter of 2023 and early 2024. |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net, consisted of the following at September 30, 2022 and December 31, 2021: September 30, 2022 Cost Accumulated Intangible Weighted Power purchase agreements $ 8,999 $ (7,436) $ 1,563 18.1 Transmission/distribution interconnection 1,600 (945) 655 15.1 CNG sales contract 807 (779) 28 10.0 Intellectual property 43 (23) 20 5.0 Total intangible assets $ 11,449 $ (9,183) $ 2,266 December 31, 2021 Cost Accumulated Intangible Weighted Power purchase agreements $ 8,999 $ (6,986) $ 2,013 18.1 Transmission/distribution interconnection 1,600 (865) 735 15.1 CNG sales contract 807 (719) 88 10.0 Intellectual property 43 (18) 25 5.0 Total intangible assets $ 11,449 $ (8,588) $ 2,861 The transmission/distribution interconnection represents an interconnector for one of the Company's LFG recovery facilities. The interconnection construction was initially funded by a municipality. The Company is scheduled to repay the costs of this construction through April 1, 2023. The remaining liability of $121 under the Municipality loan is shown as part of current liabilities on its condensed consolidated balance sheet as of September 30, 2022. Please see Note 8. Borrowings, for additional information. Amortization expense for the nine months ended September 30, 2022 and 2021 was $595 and $346, respectively. At September 30, 2022, estimated future amortization expense for intangible assets is as follows: Three months ended December 31, 2022 $ 198 Fiscal year: 2023 465 2024 275 2025 266 2026 238 Thereafter 824 $ 2,266 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | GoodwillThe following table summarizes the changes in goodwill, if any, by reporting segment from the beginning of the period to the end of the period: RNG Fuel Fuel Station Services Total Balance at December 31, 2021 $ 51,155 $ 3,453 $ 54,608 Balance at September 30, 2022 $ 51,155 $ 3,453 $ 54,608 |
Borrowings
Borrowings | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings The following table summarizes the borrowings under the various debt facilities as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Senior Secured Credit Facility, term loan $ 70,179 $ 73,869 Less: unamortized debt issuance costs — (724) Less: current portion (70,179) (73,145) Senior Secured Credit Facility, term loan, net of debt issuance costs — — Senior Secured Credit Facility, working capital facility 7,500 7,500 Less: current portion (7,500) (7,500) Senior Secured Credit Facility, working capital facility — — OPAL Term Loan 91,223 75,000 Less: unamortized debt issuance costs (1,975) (2,485) Less: current portion (28,432) (13,425) OPAL Term Loan, net of debt issuance costs 60,816 59,090 Sunoma Loan 23,000 17,524 Less: unamortized debt issuance costs (920) (569) Less: current portion — (756) Sunoma Loan, net of debt issuance costs 22,080 16,199 Convertible Note Payable 27,964 58,710 Less: current portion (27,964) — Convertible Note Payable — 58,710 Municipality Loan 121 278 Less: current portion (121) (194) Municipality Loan — 84 Non-current borrowings total $ 82,896 $ 134,083 As of September 30, 2022, principal maturities of debt are expected as follows, excluding any subsequent refinancing transactions and any undrawn debt facilities as of the date of the condensed consolidated balance sheets: Senior OPAL Term Loan Sunoma Loan Convertible Note Payable (1) Municipality Total Three months ending December 31, 2022 $ 77,679 $ 7,633 $ 27,964 $ 55 $ 113,331 Fiscal year: 2023 — 27,732 953 — 66 28,751 2024 — 27,732 3,812 — — 31,544 2025 — 28,126 3,812 — — 31,938 2026 — — 3,801 — 3,801 2027 — — 10,622 — — 10,622 $ 77,679 $ 91,223 $ 23,000 $ 27,964 $ 121 $ 219,987 (1) The Convertible Note Payable is redeemable on demand at the option of the Company or the lender. Senior Secured Credit Facility On September 21, 2015, FM3, an indirect wholly-owned subsidiary of the Company, entered into a senior secured credit facility (the "Senior Secured Credit Facility") as a borrower and a syndicate of lenders, which provides for an aggregate principal amount of $150,000, consisting of (i) a term loan of $125,000 ( "Term Loan Facility") and a (ii) working capital letter of credit facility (the "Working Capital Facility") of up to $19,000 and a (iii) debt service reserve and liquidity facility of up to $6,000. The Company paid $14,300 to the lenders in connection with the transaction. As of September 30, 2022 and December 31, 2021, $70,179 and $73,869, respectively, was outstanding under the Senior Secured Credit Facility- term loan. The borrowings under the Senior Secured Credit Facility bear an interest rate of a fixed margin plus LIBOR for the relevant interest period. The fixed margin is 2.75% for the first four years, then 3.0% until October 8, 2021, and 3.25% thereafter. Pursuant to the terms of the facility, FM3 is required to repay 1.0% of the outstanding debt under the Term Loan Facility amounting to $125,000 on a quarterly basis which is then adjusted based on available cash and a target debt balance that declines each quarter. The Working Capital Facility contains a provision whereby the Company is obligated to reduce the amount borrowed to $7,500 or less for a period of ten days consecutive business days annually. As of both September 30, 2022 and December 31, 2021, the total amount outstanding under the Working Capital Facility was $7,500. Additionally, the Company pays commitment fee of 0.75% on the unused portion of the facility. On October 8, 2021, the Company entered into the Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) which extended the maturity date of the credit facility that supports the Renewable Power business to December 20, 2022. In addition, the minimum required debt service coverage ratio was reduced from 1.1 to 1.0 and the calculation of the Cash Flows Available for Debt Service was amended to exclude the proceeds of working capital loans deposited into the operating account going forward. Additionally, the Company is not allowed to make any distributions or restricted payments. In exchange for these accommodations, the Company agreed to repay $5,182 as a permanent reduction of the Working Capital Facility and to increase the interest rate on the credit facility by 25 basis points . At September 30, 2022 and December 31, 2021, FM3 had outstanding letters of credit that support obligations of the Company and its subsidiaries of $7,971 and $7,823, respectively. The Senior Secured Credit Facility is collateralized by substantially all the assets of FM3 and assignment of FM3's rights, title, and interests in purchase and sale agreements and LFG rights agreements. The Senior Secured Credit Facility contains certain warranties and financial covenants including but not limited to debt service coverage ratio to not be less than 1.0 and restrictions on distributions and additional indebtedness. The lenders only have recourse to the assets of FM3. For the nine months ended September 30, 2022, FM3 was in compliance with all debt covenants. Patronage dividends The Company is eligible to receive annual patronage dividends from one of its lenders, Cobank ACB under a profit sharing program made available to the borrowers. For the nine months ended September 30, 2022 and 2021, the Company received cash dividends of $126 and $139, respectively, which were recorded as credits to interest expense in its condensed consolidated statements of operations. Additionally, the Company recorded $489 as a long-term asset on its condensed consolidated balance sheets at September 30, 2022 and December 31, 2021, which represents the Company's equity interest in Cobank SCB which will be redeemed for cash beginning in 2024. OPAL Term Loan On October 22, 2021, OPAL Fuels Intermediate Holding Company LLC (“OPAL Intermediate Holdco”), an indirect wholly-owned subsidiary of the Company, entered into a $125,000 term loan agreement (the "OPAL Term Loan") with a syndicate of lenders. Of the $125,000, the Company had $90,000 available for borrowing upon closing and the remaining $35,000 to be made available as three more RNG facilities become operational. The OPAL Term Loan is secured by a pledge in the equity interest of Beacon Holdco LLC, OPAL Environmental Credit Marketing LLC, OPAL Fuel Station Services LLC (f/k/a Trustar Energy LLC), and OPAL Fuels Services LLC along with cash bank accounts and a security interest in the Company’s environmental credits. A portion of the proceeds of the OPAL Term Loan were used to pay off the outstanding balance under the TruStar revolver credit facility in October 2021 and the remainder will be used for general corporate purposes, including investments in RNG projects being developed by the Company. Pursuant to the OPAL Term Loan, the Company borrowed $75,000 in October 2021 and an another $15,000 in February 2022 pursuant to an amendment allowing the Company to drawdown later than the original commitment date. On September 29, 2022, OPAL Intermediate Holdco entered into Amendment No. 3 to the OPAL Term Loan (“Amendment No. 3”) that (a) extended the availability period from (i) September 30, 2022 to October 31, 2022 for the borrowing under the Term A-2 Commitments of up to an aggregate of $25 million in Term A-2 Loans, and (ii) March 31, 2023 for the borrowing under the Term A-2 Commitments of a single final borrowing of Term A-2 Loans not to exceed $10 million and (b) amended the principal repayment amortization schedule. During the third quarter of 2022, one of the RNG projects went operational and the Company borrowed $12,500 under the OPAL Term Loan. In October 2022, the Company borrowed an additional $12,500 with an additional commitment of $10,000 remaining under this debt facility. The OPAL Term Loan matures April 22, 2025 and bears interest at 3.0% plus SOFR. In accordance to the terms of the facility, OPAL Intermediate Holdco is required to repay 1.79% or $1,611 per month beginning March 2022 and an additional $700 per month beginning September 2022. The OPAL Term Loan contains customary warranties and representations and certain financial covenants which require OPAL Intermediate Holdco to maintain (i) minimum liquidity of $15,000 until March 31, 2022 and $10,000 thereafter and (ii) a leverage ratio not to exceed 4:1. As of September 30, 2022, the Company is in compliance with the financial covenants under the OPAL Term Loan. Additionally, the OPAL Term Loan contains restrictions on distributions and additional indebtedness. Sunoma Loan On August 27, 2020, Sunoma, an indirect wholly-owned subsidiary of the Company entered into a debt agreement (the "Sunoma Loan Agreement") with Live Oak Banking Company for an aggregate principal amount of $20,000. Sunoma paid $635 as financing fees. The loan bears interest at the greater of prime rate plus 3.50%, or 7.75%. The amounts outstanding under the Sunoma Loan are secured by the assets of Sunoma. The Sunoma Loan Agreement contains certain financial covenants which require Sunoma to maintain (i) maximum debt to net worth ratio not to exceed 5:1 (ii) a minimum current ratio not be less than 1.0 and (iii) minimum debt service coverage ratio of trailing four quarters not be less than 1.25. On July 19, 2022, Sunoma completed the conversion of the construction loan into a permanent loan and increased the commitment from $20,000 to $23,000. The borrowings under the Sunoma Loan Agreement bear interest at a rate of 7.68% and have a maturity date of July 19, 2033. The Company is required to pay a quarterly amortization of principal of $954 beginning in October 2023. The Company paid $3,482 into interest and debt reserve accounts. This cash is recorded as Restricted cash under long term assets in the Condensed Consolidated Balance Sheet as of September 30, 2022. The significant assets of Sunoma are parenthesized in the condensed consolidated balance sheets as September 30, 2022 and December 31, 2021. See Note 13. Variable Interest Entities for additional information. Convertible Note Payable On May 1, 2021, the Company acquired the remaining ownership interests in Beacon and signed an unsecured, contingently convertible note (the "Convertible Note") with Ares for a total aggregate amount for $50,000 at an interest rate of 8.00% per annum. The Company has the option to pay interest on the Convertible Note in cash on a quarterly basis or payment-in-kind. The Company chose the option of payment-in-kind interest. The Convertible Note Payable matures earlier of December 31, 2026 or the date on which a change in control occurs as defined in the terms of the Convertible Note. Upon the consummation of the Business Combination, Ares was permitted to choose to convert the total amount outstanding under the Convertible Note to shares of Class A common stock based on a pre-determined conversion formula. Upon completion of the Business Combination in July 2022, Ares elected to convert 50% of the outstanding amount under the Convertible Note to shares of Class A common stock. Therefore the Company issued 3,059,533 shares of Class A common stock and redeemed outstanding debt of $30,595. The Company elected to account for the Convertible Note using the fair value option in accordance with ASC 820, Fair Value Measurement , on May 1, 2021, which was determined to be $55,410. The fair value was subsequently remeasured on each reporting date and the change in fair value recorded as interest expense in the condensed consolidated statement of operations for each reporting period. At September 30, 2022, the Convertible Note was classified as a current liability in the condensed consolidated balance sheet at a fair value of 27,964 as it is redeemable on demand by the Company or Ares. At December 31,2021, the Convertible Note was classified as a non-current liability in the condensed consolidated balance sheet at a fair value of $58,710. The Company recorded $(2,261) and $(151) as change in fair value of Convertible Note for the three and nine months ended September 30, 2022, respectively as interest and financing expense, net. Upon completion of the Business Combination, the Convertible Note no longer provided for the 10% prepayment penalty. Therefore, the change in fair value for the three months ended September 30, 2022 was ($2,906). The Company recorded $1,362 and $2,250 as payment-in-kind interest expense in the condensed consolidated statement of operations for the three and nine months ended September 30, 2021, respectively. Municipality loan FM3, an indirect wholly-owned subsidiary of the Company, entered into a loan agreement for the construction of an interconnection that was initially funded by the municipality. The Company is scheduled to make payments to a municipality in the amount of $1,600 plus interest at a fixed annual rate of 3.00% through April 1, 2023. At September 30, 2022 and December 31, 2021, $121 and $278, respectively, were outstanding on the loan. OPAL Term Loan II On August 4, 2022, OPAL Fuels Intermediate Holdco 2 LLC ("OPAL Intermediate Holdco 2"), an indirect wholly-owned subsidiary the Company, entered into a new Senior Secured Credit Facility (the "OPAL Term Loan II") with a syndicate of lenders. The indebtedness is guaranteed by certain of the direct and indirect subsidiaries of OPAL Intermediate Holdco 2. The OPAL Term Loan II provides for an approximately two year delayed term loan facility (the "DDTL Facility") of up to a maximum aggregate principal amount of $100,000 and debt service reserve facility (the "DSR Facility") of up to a maximum aggregate principal amount of $5,000. The proceeds of the DDTL Facility are to be used to fund a portion of the construction of the RNG projects owned, either in full or through a joint venture with a third party, by the subsidiary guarantors and the proceeds of the DSR Facility are to be used solely to satisfy the balance to be maintained in the debt service reserve account. In connection with the transaction, the Company paid $2,200 as financing fees to the lenders and incurred $1,322 as third party fees. The transaction costs have been recorded as Deferred financing costs on the condensed consolidated balance sheet as of September 30, 2022. The borrowings under the OPAL Term Loan II will bear interest at the benchmark rate of adjusted Term SOFR plus (i) for the period from closing to the earlier of the date of conversion of the construction loan to a term loan (the "Conversion Date") or September 30, 2024, a spread of 3.5%, and (ii) thereafter a spread of 3.75%. Accrued interest on amounts outstanding under the DDTL Facility must be paid on the last day of each applicable interest period. The outstanding principal amount of the DDTL Facility is subject to quarterly amortization payments commencing September 30, 2024 equal to 2.5% of the aggregate principal amount of the outstanding term loan balance as of the Conversion Date, subject to adjustment based on certain mandatory prepayments, with the balance due at maturity. The DSR Facility is due at maturity. The OPAL Term Loan II matures on August 4, 2027. At September 30, 2022, there was no principal amount outstanding under the OPAL Term Loan II. TruStar revolver credit facility On September 27, 2021, TruStar, an indirect wholly-owned subsidiary of the Company, renewed its existing revolving credit arrangement (the "TruStar revolver credit facility") with JP Morgan Chase Bank, N.A., for an aggregate amount of $10,000. The amounts outstanding under this credit facility had an interest rate of 1.00% plus one month LIBOR. In the fourth quarter of 2021, the outstanding balance under this credit facility was fully repaid and the revolving credit facility was cancelled. Interest rates 2022 For the three and nine months ended September 30, 2022, the weighted average effective interest rate including amortization of debt issuance costs on Senior Secured Credit Facility was 6.8% and 5.40% including a margin plus LIBOR. For the three and nine months ended September 30, 2022, the weighted average effective interest rate including amortization of debt issuance costs on OPAL Term Loan was 6.4% and 5.20%. For the three and nine months ended September 30, 2022, the interest rate on Sunoma Loan was 7.81% and 9.00%. For the three and nine months ended September 30, 2022, the payment-in-kind interest rate on Convertible Note Payable was 8.00%. For the three and nine months ended September 30, 2022, the weighted average interest rate on Municipality loan was 3.00%. 2021 For the three and nine months ended September 30, 2021, the interest rate on Senior Secured Credit Facility ranged between 3.14% and 3.26% including a margin plus LIBOR and commitment fees of 0.75% on unused portion of the Working capital facility. For the nine months ended September 30, 2021, the interest rate on TruStar revolver credit facility was 1.52%. For the three and nine months ended September 30, 2021, the payment-in-kind interest rate on Convertible Note Payable was 8.0%. The change in fair value of the Note recorded as interest expense between May 1, 2021 and September 30, 2021 was $2,250. For the three and nine months ended September 30, 2021, 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 September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Senior Secured Credit Facility $ 1,100 $ 716 $ 2,540 $ 2,050 Municipality loan 1 2 3 7 TruStar revolver credit facility — 168 — 502 Convertible Note Payable mark-to-market (1) (2,261) 1,362 (151) 2,250 Sunoma Loan (2) 424 — 1,335 — OPAL Term Loan 1,107 — 2,850 — Commitment fees and other finance fees 401 99 605 378 Amortization of deferred financing cost 616 201 1,514 678 Interest income on loan receivable (612) (194) (1,512) (206) Total interest expense $ 776 $ 2,354 $ 7,184 $ 5,659 (1) The mark-to-market on the Convertible Note Payable is negative for the three and nine months ended September 30, 2022 as the prepayment penalty is no longer applicable upon completion of the Business Combination. The change in fair value of the Convertible Note Payable recorded for the three months ended September 30, 2022 was $2,906. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases During 2018, the Company renewed 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. In addition, the Company maintains a fleet of vehicles under lease with terms ranging from 48 to 60 months and with lease expiration dates ranging from April 2021 to June 2026. Future minimum lease payments are as follows: Three months ending December 31, 2022 $ 228 Fiscal year: 2023 987 2024 937 2025 852 2026 183 $ 3,187 The Company incurred rent expense of $359 and $1,050 for the three and nine months ended September 30, 2022, respectively. The Company incurred rent expense of $201 and $604 for the three and nine months ended September 30, 2021,respectively. |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Fair Value Measurements | Derivative Financial Instruments and Fair Value Measurements Interest rate swaps In connection with our entry into the Senior Secured Credit Facility, the Company entered into certain interest rate swap agreements. These transactions involved the exchange of fixed and floating rate interest payment obligations without the exchange of the underlying principal amounts. The average annual fixed rate ranged from 2.38% in 2020 to 2.50% in 2022. The Company has accounted for these instruments as economic hedges and has included changes in their fair market value in the condensed consolidated statements of operations. The swaps expired in September 2022 as the facility is scheduled to be repaid in December 2022. During August 2022, the Company entered into two interest rate swaps for the notional amount of $61,926 of OPAL Term Loan II at a fixed interest rate of 2.47% to hedge the SOFR-based floating interest rate. On August 16, 2022, the Company entered into a swaption for a notional amount of $13,074 with fixed rate of 2.32% with a maturity date of December 30, 2022. The Company accounted for the swaption as an economic hedge and included the change in the fair market value in the condensed consolidated statement of operations. The two interest rate swaps were designated and qualified as cash flow hedges. The Company uses interest rate swaps for the management of interest rate risk exposure, as an interest rate swap effectively converts a portion of the Company’s debt from a floating to a fixed rate. The interest rate swap is an agreement between the Company and counterparties to pay, in the future, a fixed-rate payment in exchange for the counterparties paying the Company a variable payment. The amount of the net payment obligation is based on the notional amount of the interest rate swap and the prevailing market interest rates. The Company may terminate the interest rate swaps prior to their expiration dates, at which point a realized gain or loss may be recognized, or may be amortized over the original life of the interest rate swap if the hedged debt remains outstanding. The value of the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move against the rate fixed for each swap. The Company records the fair value of the interest rate swap as an asset or liability on its balance sheet. The effective portion of the swap is recorded in Accumulated other comprehensive income. No portion of the cash flow hedges were ineffective during the three and nine months ended September 30, 2022. The following table summarizes the interest rate swaps in place as of September 30, 2022 and December 31, 2021: Interest rate swap detail Notional Amount Trade date Fixed rate Start date End date September 30, 2022 December 31, 2021 August 15, 2022 2.47 % June 28, 2024 August 4, 2027 $ 41,284 — August 15, 2022 2.47 % June 28, 2024 August 4, 2027 20,642 — $ 61,926 $ — The location and amounts of derivatives fair values in the condensed consolidated balance sheets are: September 30, December 31, Location of Fair Value Recognized in Balance Sheet Derivatives designated as economic hedges: Current portion of swaption $ 246 $ — Derivative financial assets, current portion Current portion of interest swaps (38) (992) Derivative financial liability, current portion Derivatives designated as cash flow hedges: Current portion of the interest rate swaps 1,189 — Derivative financial assets, current portion $ 1,397 $ (992) The effect of derivative instruments on the condensed consolidated statement of operations were as follows: Three Months Ended September 30, Nine Months Ended Location of (Loss) Gain Recognized in Operations from Derivatives 2022 2021 2022 2021 Interest rate swaps $ 1,580 $ 2,122 $ 954 $ 1,269 Swaption 246 — 246 — Net periodic settlements (1,631) (2,149) (677) (1,279) $ 195 $ (27) $ 523 $ (10) Change in fair value of derivative instruments, net The Company may be exposed to credit risk on any of the derivative financial instruments that are in an asset position. Credit risk relates to the risk of loss that the Company would incur because of nonperformance by counterparties pursuant to the terms of their contractual obligations. To mitigate this risk, management monitors counterparty credit exposure on an annual basis and enters into these arrangements with large financial institutions. The necessary credit adjustments have been reflected in the fair value of financial derivative instruments. There are no credit-risk-related contingent features that could be triggered in derivative financial instruments that are in a liability position. The Company enters into interest rate swap contracts with counterparties that allow for net settlement of derivative assets and derivative liabilities. The Company has made an accounting policy election to offset recognized amounts relating to these interest swaps within the condensed consolidated balance sheets. The following table summarizes the fair value of derivative instruments on the Company's condensed consolidated balance sheets and the effect of netting arrangements and collateral on its financial position: Gross Amounts Gross Amounts Net Amounts of Balance, September 30, 2022: Interest rate swap asset $ 1,189 $ — $ 1,189 Swaption asset 246 — 246 $ 1,435 $ — $ 1,435 Balance, December 31, 2021: Interest rate swap liability $ (992) $ — $ (992) There were no collateral balances with counterparties outstanding as of the period-end dates. Commodity swap contracts The Company utilizes commodity swap contracts to hedge against the unfavorable price fluctuations in market prices of electricity. The Company does not apply hedge accounting to these contracts. As such, unrealized and realized gain (loss) is recognized as a component of Renewable Power revenues in the condensed consolidated statement of operations and Derivative financial asset — current and non-current in the condensed consolidated balance sheets. These are considered to be Level 2 instruments in the fair value hierarchy. By using commodity swaps, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counter party to perform under the terms of the swap contract. When the fair value of the swap contract is positive, the counter party owes the Company creating a credit risk. The Company manages the credit risk by entering into contracts with financially sound counter parties. To mitigate this risk, management monitors counterparty credit exposure on an annual basis, and the necessary credit adjustments have been reflected in the fair value of financial derivative instruments. When the fair value of the swap contract is negative, the Company owes the counterparty creating a market risk that the market price is higher than the contract price resulting in the Company not participating in the opportunity to earn higher revenues. In December 2018, the Company signed an amendment that converted an existing PPA into a commodity swap contract to allow the Company flexibility to sell the capacity separately and schedule the sale of electricity to independent third parties. Following the amendment, the Company agreed to net settle the contract in cash on a monthly basis based on the difference between the contract price and market price. The contract has a default minimum of 34,554 MWh per year. Additionally, the Company entered into an ISDA agreement with a counterparty in November 2019. Pursuant to the agreement, the Company entered into swaps with contract prices ranging between $35.75 and $51.25 per MWh. The following table summarizes the commodity swaps in place as of September 30, 2022 and December 31, 2021. There were no new commodity swap contracts entered during the nine months ended September 30, 2022. Trade Date Period From Period To Notional Quantity per Year (“MWh”) Average Contract Price (per MWh) December 14, 2018 January 1, 2019 September 30, 2022 34,554 $ 66.12 October 28, 2021 November 1, 2021 December 31, 2022 30,660 $ 48.75 December 27, 2021 January 1, 2022 December 31, 2022 26,280 $ 50.75 The following table summarizes the effect of commodity swaps on the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021: Derivatives not designated as hedging instruments Location of (loss) gain recognized Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Commodity swaps - realized loss Revenues - Renewable power $ (744) $ (328) $ (931) $ 169 Commodity swaps - unrealized gain (loss) Revenues - Renewable power 161 (895) (775) (2,824) Total realized and unrealized gain (loss) Revenues - Renewable power $ (583) $ (1,223) $ (1,706) $ (2,655) The following table summarizes the derivative assets and liabilities related to commodity swaps as of September 30, 2022 and December 31, 2021 Fair Value Location of Fair value recognized in Balance Sheet September 30, 2022 December 31, 2021 Derivatives designated as economic hedges Current portion of unrealized gain on commodity swaps $ — $ 382 Derivative financial asset, current portion Current portion of unrealized loss on commodity swaps $ (394) $ — Derivative financial liability, current portion Other derivative liabilities On July 21, 2022, the Company recorded derivative liabilities for the outstanding Public Warrants and Private Warrants, put option to Meteora, the Sponsor Earnout Awards and the OPAL Earnout Awards. Please see Note 3, Business Combination for additional information. The change in fair value on these derivative instruments in recorded as change in fair value of derivative instruments, net in the condensed consolidated statement of operations for the three and nine months ended September 30, 2022. 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, 2022 and 2021: Derivative liability Three Months Ended September 30, Nine Months Ended September 30, Location of (Loss) Gain Recognized in Operations from Derivatives 2022 2021 2022 2021 Put option to Meteora $ 384 $ — $ 384 $ — Sponsor Earnout Awards 1,100 — 1,100 — OPAL Earnout Awards 5,300 — 5,300 — Public Warrants (3,578) — (3,578) — Private Warrants (5,309) — (5,309) — $ (2,103) $ — $ (2,103) $ — Change in fair value of derivative instruments, net Fair value measurements The fair value of financial instruments, including long-term debt and derivative instruments is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties. The carrying amount of cash and cash equivalents, accounts receivable, net, and accounts payable and accrued expenses approximates fair value due to their short-term maturities. The carrying value of the Company's long-term debt of $82,896 and $134,083 as of September 30, 2022 and December 31, 2021, respectively, represents the total amount to be repaid if the debt has to be discharged in full and therefore approximates its fair value. The Company follows ASC 820, Fair Value Measurement , regarding fair value measurements which establishes a three-tier fair value hierarchy and prioritizes the inputs used in valuation techniques that measure fair value. These tiers include: Level 1 — defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2 — defined as quoted prices for similar instruments in active market, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations for which all significant inputs are observable market data; Level 3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of an input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The Company's interest rate swap contracts are valued with pricing models commonly used by the financial services industry using discounted cash flows of forecast future swap settlements based on projected three-month SOFR rates. The Company does not consider these models to involve significant judgment on the part of management and corroborated the fair value measurements with counterparty valuations. The Company's interest rate swaps are classified within Level 2 of the valuation hierarchy based on the observable market rates used to determine its fair value. The Company does not expect to change its valuation techniques and therefore does not anticipate any transfers into or out of different levels of hierarchy. These interest rate swaps are accounted for as derivative financial instrument assets. The Company values its energy commodity swap contracts based on the applicable geographical market energy forward curve. The forward curves are derived based on the quotes provided by New York Mercantile Exchange, Amerex Energy Services and Tradition Energy. The Company does not consider that the pricing index used involves significant judgement on the part of management. Therefore, the Company classifies these commodity swap contracts within Level 2 of the valuation hierarchy based on the observable market rates used to determine fair value. The Company accounts for asset retirement obligations by recording the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions. These assumptions represent Level 3 inputs, which can regularly change. As such, the fair value measurement of asset retirement obligations is subject to changes in these unobservable inputs as of the measurement date. The Company used a discounted cash flow model in which cash outflows estimated to retire the asset are discounted to their present value using an expected discount rate. A significant increase (decrease) in the discount rate in isolation could result in a significantly lower (higher) fair value measurement. The Company estimated the fair value of its asset retirement obligations based on discount rates ranging from 5.75% to 8.5%. The Company's Convertible Note Payable is valued with a discounted cash flow analysis to estimate the present value of the cash outflows associated with the arrangement. A synthetic credit rating model is utilized to estimate the Company's credit rating based on the Company's financial condition and the Company's forecasts and plans with respect to debt service, which is then used as input to perform a comparable yield analysis with similarly rated companies to obtain an appropriate discount rate. Other significant inputs include the principal amount, the stated coupon rate, the maturity date of the note and the conversion multiple, all of which are directly observable from the contract. This estimate also requires assumptions and judgements regarding the probability and the timing of the event occurring that would lead to automatic conversion. Certain significant assumptions used to determine the fair value of the convertible note represent Level 3 inputs and can regularly change. As such, the fair value measurement of the convertible note is subject to changes in these unobservable inputs as of the measurement date. A significant increase (decrease) in the discount rate in isolation could result in a significantly lower (higher) fair value measurement. The Company estimated the fair value of the Convertible Note Payable based on discount rates ranging from 7.0% to 7.5%. The Company accounted for its outstanding warrants by recording its fair value of a liability on the Closing Date of the Business Combination and recording the change in the fair value at the balance sheet date in the condensed consolidated statement of operations. The Company has the option to redeem the warrants at a conversion price of $0.10 per Warrant if the share price exceeds $10 per share and is less than $18 per share. The fair value of the Public Warrants and Private Warrants was based on a 20 day volume weighted average closing price of $9.68. The fair value of the Sponsor Earnout Awards as of September 30, 2022 was determined using a Monte Carlo valuation model with a distribution of potential outcomes on a daily basis over the five year post-close period. Assumptions used in the valuation are as follows: • Current stock price — The Company's closing stock price of $8.28 as of September 30, 2022; • Expected volatility —65% based on historical and implied volatilities of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards; • Risk-free interest rate — 4.1% based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected 4.8 year term of the earnout period; • Dividend yield - zero. The fair value of the OPAL Earnout Awards as of September 30, 2022 was determined using a Monte Carlo valuation model with a distribution of potential outcomes for stock price and EBITDA over the 2-year period commencing on January 1, 2023 and ending on December 31, 2024. Assumptions used in the valuation are as follows: • Current stock price — The Company's closing stock price of $8.28 as of September 30, 2022; • Weighted average cost of capital - 16% based on an average of historical volatilities of selected industry peers deemed to be comparable to our business. • Expected volatility —60% based on historical and implied volatilities of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards; • Risk-free interest rate — 4.2% based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected 2.2 year term of the earnout period; • Dividend yield - zero. The fair value of the Company's put option with Meteora as of September 30, 2022 was determined using a Monte Carlo valuation model with a distribution of potential outcomes on a daily basis over the 6 month post-close period. Assumptions used in the valuation are as follows: • Current stock price — The Company's closing stock price of $8.28 as of September 30, 2022; • Expected volatility —80% 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 — 3.5% 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 0.3 year term of the Forward Purchase Agreement ; • Dividend yield - zero. There were no transfers of assets between Level 1, Level 2, or Level 3 of the fair value hierarchy as of September 30, 2022 or December 31, 2021. The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of September 30, 2022 and December 31, 2021, set forth by level, within the fair value hierarchy: Fair value as of September 30, 2022 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 5,968 $ 5,968 Convertible Note Payable — — 27,964 27,964 Put option with Meteora — — 4,216 4,216 Interest rate swaps — 38 — 38 Commodity swap contracts — 394 — 394 Derivative warrant liabilities — — 22,410 22,410 Earnout liabilities — — 39,500 39,500 Assets: Swaption — 246 — 246 Interest rate swaps $ — $ 1,189 $ — $ 1,189 Fair value as of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 5,738 $ 5,738 Contingent consideration on acquisition of non-controlling interest — — 4,456 4,456 Convertible Note Payable — — 58,710 58,710 Interest rate swap — 992 — 992 Assets: Commodity swap contracts — 382 — 382 A summary of changes in the fair values of the Company’s Level 3 instruments, attributable to asset retirement obligations, for the three and nine months ended September 30, 2022 is included in Note 2, Summary of Significant Accounting Policies . |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Related parties are represented by the Ultimate Parent and other affiliates, subsidiaries and other entities under common control with the Ultimate Parent. Capital contributions and distribution from and to members During the nine months ended September 30, 2022 and 2021, the Company received contributions from its Ultimate Parent of $0 and $7,919, respectively. Additionally, the Company made distributions to its Ultimate Parent of $0 and $3,695 for the nine months ended September 30, 2022 and 2021, respectively. Sale of non-controlling interests to Related Parties On November 29, 2021, as part of an exchange agreement, OPAL Fuels issued 14 newly authorized common units and 300,000 Series A-1 preferred units to Hillman in return for Hillman’s non-controlling interest in four RNG project subsidiaries for total consideration of $30,000. Upon the consummation of the Business Combination, the Series A-1 preferred units have been converted to Redeemable preferred non-controlling interests. The Company recorded paid-in-kind preferred dividend of $2,658 and $5,093 for the three and nine months ended September 30, 2022. Please see Note 13, Redeemable Preferred Units and Equity, for additional information. Purchase of investments from Related Parties In August 2021, the Company acquired a 100% of the ownership interests in Reynolds, an RNG production facility for $12,020 which was funded with cash on hand. Reynolds held an equity investment of 1,570 Class B units in GREP representing 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 an income of $3034 and $2,478 as its share of net income for the three months and nine months ended September 30, 2022 and increased its investment in GREP as of September 30, 2022. Sales contracts with Related Parties In June 2020, Fuel Station Services, an indirect wholly-owned subsidiary of the Company, contracted with Beacon to dispense Beacon’s RNG and to generate and market the resulting RINs created on behalf of Beacon. The term of this contract runs from September 1, 2020 through October 31, 2030. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as inventory based on their estimated fair value at contract inception. During 2021, the Company acquired the remaining interests in Beacon. Therefore, all environmental fees earned are eliminated in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022. During 2021, the Company accounted for Beacon under equity method for the period between January 1, 2021 and April 30, 2021 and consolidated Beacon for the remaining part of the year. Therefore, all environmental fees earned after May 1, 2021 are eliminated in the condensed consolidated statement of operations. For the period between January 1, 2021 and April 30, 2021, the company earned environmental processing fees of $632, net of intersegment elimination. In March 2021, Fuel Station Services, contracted with Noble Road to dispense Noble Road's RNG and to generate and market the resulting RINs created on behalf of Noble Road The term of this contract run from November 1, 2021 through June 30, 2032. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as inventory based on their estimated fair value at contract inception. The facility came online in the first quarter of 2022. For the three and nine months ended September 30, 2022, the Company earned environmental processing fees of $80 and $322, net of intersegment elimination, under this agreement which are included in Fuel Station Services revenues in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2021, the Company earned $0, net of intersegment elimination under this agreement. Service agreements with Related Parties On December 31, 2020, OPAL Fuels signed a management, operations, and maintenance services agreement (“Administrative Services Agreement”) with Fortistar LLC ("Fortistar"), pursuant to which Fortistar provides management, operations, and maintenance services to the Company. The agreement expires on December 31, 2023, unless termination occurs earlier due to dissolution of the Company or the agreement is terminated by the Company’s secured lenders in certain circumstances. The agreement provides for payment of service fees based on actual time incurred at contractually agreed rates provided for in the Administrative Services Agreement, as well as a fixed annual payment of $580 per year adjusted annually for inflation. Additionally, the agreement provides for the Company to receive credits for any services provided by the Company's employees to Fortistar. For the three and nine months ended September 30, 2022 and 2021, there have been no material services provided by the Company's employees to Fortistar. In June 2021, the company entered into a management services agreement with Costar Partners LLC (“Costar”), an affiliate of Fortistar. Pursuant to the agreement, Costar provides information technology (“IT”) support services, software use, licensing services, management of third party infrastructure and security services and additional IT services as needed by the Company. The agreement provides for Costar to be compensated based on actual costs incurred and licensing fees per user for certain software applications. The agreement expires in June 2024 unless the termination occurs earlier due to dissolution of the Company or it is terminated by the Company’s secured lenders in certain circumstances. The following table summarizes the various fees recorded under the agreements described above which are included in "Selling, general, and administrative" expenses except for $1,518 incurred as transaction costs for the Business Combination recorded in additional paid-in capital and $26 recorded as Deferred financing costs as of September 30, 2022: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Staffing and management services $ 578 $ 134 $ 1,683 $ 6,054 Rent - fixed compensation 168 145 442 435 IT services 636 — 1,721 — Total $ 1,382 $ 279 $ 3,846 $ 6,489 As of September 30, 2022 and December 31, 2021, the Company had Accounts payable, related party in the amounts of $489 and $166, respectively. |
Reportable Segments and Geograp
Reportable Segments and Geographic Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Reportable Segments and Geographic Information | Reportable Segments and Geographic Information The Company is organized into four operating segments based on the characteristics of its renewable power generation, dispensing portfolio, and the nature of other products and services. During the second quarter of 2022, the Company changed its' internal reporting to its executive leadership team ("Chief Operating Decision Makers"). We aligned our reportable segments disclosure to align with the information and internal reporting that is provided to our Chief Operating Decision Makers. Therefore, the Company reassessed its reportable segments and revised all the prior periods to make the segment disclosures comparable. • RNG Fuel. The RNG Fuel segment relates to all RNG supply and dispensing activities directly related to the generation and sale of brown gas and environmental credits, and consists of ◦ Development and construction – RNG facilities in which long term gas right contracts have been, or are in the process of being ratified and the construction of RNG generation facilities. ◦ RNG supply operating facilities – This includes the generation, extraction, and sale of RNG - plus associated RINs and LCFSs from landfills. ◦ RNG and CNG fuel dispensing stations for vehicle fleets - This includes both dispensing/sale of brown gas and the environmental credit generation and monetization. The Company operates Fueling Stations that dispense gas for vehicles. This also includes the development and construction of these facilities. For the three and nine months ended September 30, 2022, the Company has accounted for its interests in Pine Bend, Reynolds and Noble Road under the equity method of accounting and the results of operations of Beacon, New River, Central Valley, Emerald, Sapphire and Sunoma were consolidated in its condensed consolidated statement of operations. The Company has accounted for its interest in Beacon under the equity method of accounting for the period between January 1, 2021 and April 30, 2021 and had consolidated for the period between May 1, 2021 and September 30, 2021. The results of operations of Noble Road, Pine Bend, Sunoma and Beacon for the period between January 1, 2021 and September 30, 2021 were consolidated in its condensed consolidated statement of operations. As of September 30, 2022, Central Valley, Emerald, and Sapphire are not operational. Sunoma became operational in December 2021, Noble Road in January 2022, Pine Bend in September 2022 and New River in April 2022. • Fuel Station Services. Through its Fuel Station Services segment , t he Company provides construction and maintenance services to third-party owners of vehicle Fueling Stations. This segment includes: ◦ Service and maintenance contracts for RNG/CNG fueling sites. Includes a manufacturing division that builds Compact Fueling Systems and Defueling systems. ◦ Third Party CNG Construction of Fueling Stations - Design/build and serve as general contractor for typically Guarantee Maximum Price or fixed priced contracts for customers typically lasting less than one year. • Renewable Power Portfolio. The Renewable Power portfolio segment generates renewable power through methane-rich landfills and digester gas collection systems which is then sold to public utilities throughout the United States. The Renewable Power portfolio operates primarily in Southern California. • Corporate. This segment consists of activities managed and maintained at the Company corporate level primarily including but not limited to: ◦ Executive, accounting, finance, sales activities such as: payroll, stock compensation expense, travel and other related costs. ◦ Insurance, professional fees (audit, tax, legal etc.). The Company has determined that each of the four operating segments meets the characteristics of a reportable segment under U.S. GAAP. The Company's activities and assets that are not associated with the four reportable segments are summarized in the "Other" category below. These include corporate investment income, interest income and interest expense, income tax expense, and other non-allocated costs. Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Revenues: Renewable Power $ 49,247 $ 11,351 $ 69,335 $ 33,672 RNG Fuel 38,682 20,106 98,157 55,009 Fuel Station Services 23,763 18,383 56,448 35,560 Other (1) 166 6 293 55 Intersegment (3,150) (2,662) (8,172) (5,147) Equity Method Investment(s) (42,158) — (47,247) (14,181) $ 66,550 $ 47,184 $ 168,814 $ 104,968 ____________ (1) Other includes revenues of Fortistar Contracting LLC. Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Interest and Financing Expense, Net: Renewable Power $ (1,440) $ (1,043) $ (3,559) $ (3,113) RNG Fuel (189) — (240) (24) Corporate 853 (1,311) (3,385) (2,522) $ (776) $ (2,354) $ (7,184) $ (5,659) ____________ Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Depreciation, Amortization, and Accretion: Renewable Power $ 1,176 $ 1,268 $ 4,283 $ 3,735 RNG Fuel 2,621 1,206 6,379 3,584 Fuel Station Services 129 107 331 316 Other (1) 31 32 95 96 Equity Method Investment(s) (699) — (1,272) (1,059) $ 3,258 $ 2,613 $ 9,816 $ 6,672 (1) Other includes amortization of intangible assets and depreciation expense not allocated to any segment. Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Net income: (loss) Renewable Power $ 1,098 $ (1,676) $ (1,071) $ (6,526) RNG Fuel 12,137 8,233 25,779 12,743 Fuel Station Services 2,109 2,807 5,523 5,488 Corporate (13,669) (8,591) (33,329) 4,853 Equity Method Investment(s) 3,694 — 3,658 2,392 $ 5,369 $ 773 $ 560 $ 18,950 Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Cash paid for Purchases of Property, Plant, and Equipment: Renewable Power $ 500 $ — $ 1,800 $ — Fuel Station Services 3,353 10,519 6,653 10,519 RNG Fuel 25,937 18,452 76,496 52,874 $ 29,790 $ 28,971 $ 84,949 $ 63,393 September 30, December 31, Total Assets: Renewable Power $ 42,654 $ 43,728 RNG Fuel 387,434 215,512 Fuel Station Services 56,372 56,567 Corporate and other 120,888 17,887 Equity Method Investment(s) 48,708 47,150 $ 656,056 $ 380,844 Geographic Information: The Company's assets and revenue generating activities are domiciled in the United States. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 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, 2022 and December 31, 2021, the Company held equity interests in five VIEs — Sunoma, GREP, Emerald, Sapphire, and Central Valley. GREP has been presented as an equity method investment and the remaining four VIEs Sunoma, Emerald, Sapphire, and Central Valley are consolidated by the Company. During the three months ended September 30, 2022, the Company determined that it will no longer be liable to pay $4,365, which was previously recorded as part of other liabilities - long term, to a non-controlling interest in one of our VIEs as the applicable criteria for payment are no longer met. Therefore, the Company reversed the liability on its condensed consolidated balance sheet as of September 30, 2022 and recorded $4,365 as Other income in its condensed consolidated statement of operations for the three and nine months ended September 30, 2022. In 2020, the Company acquired a variable interest in Sunoma in a joint venture with a third-party who does not have any equity at risk but participates in proportionate share of income or losses, which may be significant. Additionally, the assets in Sunoma are collateralized under the Sunoma loan, the proceeds of which are used for partial financing of the construction of the Sunoma facility. Therefore, the significant assets and liabilities of Sunoma are parenthesized in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. The Company determined that each of these entities are VIEs and in its capacity as a managing member except for Emerald and Sapphire, the Company is the primary beneficiary. The Company is deemed as a primary beneficiary based on two conditions: • The Company, as a managing member, has the power to order the activities that significantly impact the economic performance of the four entities including establishment of strategic, operating, and capital decisions for each of these entities; and • The Company has the obligation to absorb the potential losses for the right to receive potential benefits, which could be significant to the VIE; As a primary beneficiary, the Company consolidates these entities in accordance with the variable interest entity model guidance under ASC 810, Consolidation . The VIEs, Emerald and Sapphire are organized as 50/50 joint ventures managed by an independent board consisting of four members appointed by the Company and the joint venture partner. The board of managers has sole power and authority to conduct, direct and exercise control over the joint venture's activities except with respect to certain terms under certain operating agreements. The Company determined that it is the primary beneficiary as a result of its economic exposure and incremental power to direct certain key economic activities of the joint venture and therefore consolidated the VIEs in its condensed consolidated financial statements. Our variable interests in each of our VIEs arise primarily from our ownership of membership interests, construction commitments, our provision of operating and maintenance services, and our provision of environmental credit processing services to VIEs. The following table summarizes the major condensed consolidated balance sheet items for consolidated VIEs as of September 30, 2022 and December 31, 2021. The information below is presented on an aggregate basis based on similar risk and reward characteristics and the nature of our involvement with the VIEs, such as: • All of the VIEs are RNG facilities and they are reported under the RNG Fuel Supply segment; • The nature of our interest in these entities is primarily equity based and therefore carry similar risk and reward characteristics; The amount of assets that can only be used to settle obligations of the VIEs are parenthesized in the condensed consolidated balance sheets and are included in the asset totals listed in the table below. As of As of Assets Current assets: Cash and cash equivalents $ 10,045 $ 1,991 Accounts receivable, net 1,129 40 Restricted cash - current 7,623 — Short term investments 15,411 — Prepaid expenses and other current assets 268 113 Total current assets 34,476 2,144 Property, plant and equipment, net 50,099 27,794 Restricted cash, non-current 2,867 1,163 Total assets $ 87,442 $ 31,101 Liabilities and equity Current liabilities: Accounts payable $ 2,783 $ 544 Accrued capital expenses 1,493 1,722 Sunoma Loan- current portion — 756 Total current liabilities 4,276 3,022 Sunoma loan, net of debt issuance costs 22,080 16,199 Total liabilities 26,356 19,221 Equity Stockholders' equity 34,412 10,692 Non-redeemable non-controlling interests (1) 26,674 1,188 Total equity 61,086 11,880 Total Liabilities and Equity $ 87,442 $ 31,101 |
Redeemable non-controlling inte
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity | Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity The condensed consolidated statements of change in Redeemable non-controlling interests, Redeemable preferred non-controlling interests and stockholders' equity reflect the reverse recapitalization and Business Combination as mentioned in Note 3, Business Combination. As OPAL Fuels was deemed to be the acquirer in the Business Combination, all periods prior to the completion of the Business Combination reflect the balances and activity of OPAL Fuels. The consolidated balances as of December 31, 2021 from the audited financial statements of OPAL Fuels as of that date, share activity (Redeemable preferred units and common units) and per share amounts in these condensed consolidated statements of change in redeemable preferred units and stockholders' equity were retroactively adjusted. Common stock After giving effect to the Business Combination, there are currently (i) 25,671,390 shares of Class A common stock issued and outstanding, (ii) 144,399,037 shares of New OPAL Class D common stock issued and outstanding, (iii) no shares of Class B common stock, par value $0.0001 per share, of (“Class B common stock”) issued and outstanding ( Shares of Class B common stock do not have any economic value except voting rights as described below) and (iv) no shares of Class C common stock, par value $0.0001 per share, (“ Class C common stock”) issued and outstanding (shares of Class D common stock do not have any economic value except voting rights as described below) As part of the Business Combination, $68,257 of Class A common stock and Additional paid-in capital was recorded, net of transaction costs of $6,569. Please see Note 3, Business Combination for additional information . Class A common stock Voting Rights. Each holder of Class A common stock is entitled to one vote for each share of Class A common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Further, the holders of the outstanding shares of Class A common stock are entitled to vote separately upon any amendment to the Company's Certificate of Incorporation (the "Charter") (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such series of common stock in a manner that is disproportionately adverse as compared to the Class B common stock, the Class C common stock and the Class D common stock. Dividends. Dividends and other distributions of cash, stock or property may be declared and paid on the shares of Class A common stock and the shares of Class C common stock out of the assets of the Company that are by law available therefor, at the times and in the amounts as our board in its discretion may determine. Liquidation rights. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities and of the preferential and other amounts to which the holders of preferred stock are entitled, if any, the holders of all outstanding shares of Class A common stock and Class C common stock will be entitled to receive, pari passu, an amount per share equal to the par value thereof, and thereafter the holders of all outstanding shares of Class A common stock and Class C common stock will be entitled to receive the remaining assets of the Company available for distribution ratably in proportion to the number of shares of Class A common stock and Class C common stock, which shall be treated as a single class. Class B common stock Shares of Class B common stock may, together with the corresponding Class B Units, be exchanged for shares of Class A common stock. Voting Rights. Each holder of Class B common stock will be entitled to one vote for each share of Class B common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Further, the holders of the outstanding shares of Class B common stock will be entitled to vote separately on any amendment to the Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such series of Common Stock in a manner that is disproportionately adverse as compared to the Class A common stock, the Class C common stock and the Class D common stock. Dividends. Dividends of cash or property may not be declared or paid on shares of Class B common stock. Liquidation rights. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities and of the preferential and other amounts to which the holders of preferred stock are entitled, if any, the holders of shares of Class B common stock will not be entitled to receive, with respect to such shares, any assets of the Company in excess of the par value thereof. Notwithstanding the foregoing, the holders of Class B common stock will have the right to exchange their shares of Class B common stock, together with the corresponding Class B Units constituting the remainder of any paired interests (as defined in the Charter) in which such shares are included, for shares of Class A common stock or for the consideration payable in respect of shares of Class A common stock in such voluntary or involuntary liquidation, dissolution or winding-up. Class C common stock Shares of Class C common stock may be converted to shares of Class A common stock, as discussed further below . • Voluntary Conversion. Each share of Class C common stock shall be convertible into one share of Class A common stock at the option of the holder thereof, at any time upon written notice to OPAL; provided that, for the avoidance of doubt, any such holder of shares of Class C common stock may in such written notice to OPAL specify that such conversion into shares of Class A common stock shall be contingent upon the consummation of one or more sale or other transfer transactions. • Automatic Conversion. Each share of Class C common stock shall automatically, without any further action, convert into one share of Class A common stock upon a transfer, other than a Transfer to a qualified stockholder (as defined in the Charter). Voting Rights. Each holder of Class C common stock will be entitled to five votes for each share of Class C common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Further, the holders of the outstanding shares of Class C common stock will be entitled to vote separately upon any amendment to the Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such series of common stock in a manner that is disproportionately adverse as compared to the Class A common stock, the Class B common stock and the Class D common stock. Dividends . Dividends and other distributions of cash, stock or property may be declared and paid on the shares of Class A common stock and the shares of Class C common stock out of the assets of the Company that are by law available therefor, at the times and in the amounts as our board in its discretion may determine. Liquidation rights. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities and of the preferential and other amounts to which the holders of preferred stock are entitled, if any, the holders of all outstanding shares of Class A common stock and Class C common stock will be entitled to receive, pari passu, an amount per share equal to the par value thereof, and thereafter the holders of all outstanding shares of Class A common stock and Class C common stock will be entitled to receive the remaining assets of the Company available for distribution ratably in proportion to the number of shares of Class A common stock and Class C common stock, which shall be treated as a single class. Class D common stock Shares of Class D common stock may be converted into shares of Class B common stock pursuant to the Charter. Further, shares of Class D common stock, together with the corresponding Class B Units may be exchanged for shares of Class C common stock or converted into shares of Class A common stock as further discussed below. Voluntary Conversion . Each share of Class D common stock shall be convertible into one share of Class B common stock at the option of the holder thereof at any time upon written notice to the Company; Automatic Conversion . Each share of Class D common stock shall automatically, without any further action, convert into one share of Class B common stock upon a transfer, other than a transfer to a qualified stockholder. Voting Rights. Each holder of Class D common stock will be entitled to five votes for each share of Class D common stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Further, the holders of the outstanding shares of Class D common stock will be entitled to vote separately upon any amendment to the Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of such series of common stock in a manner that is disproportionately adverse as compared to the Class A common stock, the Class B common stock and the Class C common stock. Dividends. Dividends of cash or property may not be declared or paid on shares of Class D common stock. Liquidation rights. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Company, after payment or provision for payment of the debts and other liabilities and of the preferential and other amounts to which the holders of preferred stock are entitled, if any, the holders of shares of Class D common stock will not be entitled to receive, with respect to such shares, any assets of the Company in excess of the par value thereof. Notwithstanding the foregoing, the holders of Class D common stock will have the right to exchange their shares of Class B common stock, together with the corresponding Class B Units constituting the remainder of any paired interests (as defined in the Charter) in which such shares are included, for shares of Class C common stock or for the consideration payable in respect of shares of Class C common stock in such voluntary or involuntary liquidation, dissolution or winding-up. Redeemable preferred non-controlling interests On November 29, 2021, as part of an exchange agreement (“Hillman exchange”), the Company issued 300,000 Series A-1 preferred units to Hillman in return for Hillman’s non-controlling interest in four RNG project subsidiaries. On November 29, 2021, Mendocino Capital LLC (“NextEra”) subscribed for up to 1,000,000 Series A preferred units, which are issuable (in whole or in increments) at the Company’s discretion prior to June 30, 2022. As of December 31, 2021, no Series A preferred units were issued. During the nine months ended September 30, 2022, the Company had drawn $100,000 and issued 1,000,000 Series A preferred units. Upon completion of Business Combination, the Company assumed Series A-1 preferred units and Series A preferred units which were issued and outstanding by OPAL Fuels. The Company recorded the Series A-1 preferred units and Series A preferred units as Redeemable preferred non-controlling interests. The Company incurred issuance costs of $267 in third-party legal fees in the fourth quarter of 2021, which was presented as Deferred financing costs in the consolidated balance sheet as of December 31, 2021. The Company has elected to adjust the carrying value of the preferred units to the redemption value at the end of each reporting period by immediately amortizing the issuance costs in the first reporting period after issuance of the preferred units. Therefore, the Company amortized the $267 to Retained earnings component of Members' equity as of September 30, 2022. The following table summarizes the changes in the redeemable preferred non-controlling interests which represent Series A and Series A-1 preferred units outstanding at OPAL Fuels level from December 31, 2021 to September 30, 2022: Series A-1 preferred units Series A preferred units Units Amount Units Amount Balance, December 31, 2021 300,000 $ 30,210 — $ — Series A units issued by OPAL Fuels — — 1,000,000 100,000 Paid-in-kind dividends attributable to OPAL Fuels 1,752 3,031 Paid-in kind dividends attributable to Class A common stockholders — 68 — 242 Balance, September 30, 2022 300,000 $ 32,030 1,000,000 $ 103,273 Terms of Redeemable preferred units The Series A and Series A-1 preferred units (together the “Preferred Units”) have substantially the same terms and features which are listed below: Voting: The Series A-1 preferred units to Hillman do not have any voting rights. The Series A preferred units issued to NextEra have limited rights to prevent the Company from taking certain actions including (i) major issuances of new debt or equity (ii) executing transactions with affiliates which are not at arm-length basis (iii) major disposition of assets and (iv) major acquisition of assets outside of the Company’s primary business. Dividends: The Preferred Units are entitled to receive dividends at the rate of 8% per annum. Dividends begin accruing for each unit from the date of issuance and are payable each quarter end regardless of whether they are declared. The dividends are mandatory and cumulative. The Company is allowed to elect to issue additional Preferred Units ( paid-in-kind) in lieu of cash for the first eight dividend payment dates. The Company elected to pay the dividends to be paid-in-kind for all periods presented. In the occurrence of certain events of default, the annual dividend rate increases to 12%. Additionally, the dividend rate increases by 2% for each unrelated uncured event of default up to a maximum of 20%. Liquidation preference: In the event of liquidation of the Company, each holder of a unit of Series A and Series A-1 is entitled to be paid on pro-rata basis the original issue price of $100 per unit plus any accrued and unpaid dividends out of the assets of the Company available for distribution after payment of the Company’s debt and liabilities and liquidation expenses. Redemption: At any time after issuance, the Company may redeem the Redeemable preferred units for a price equal to original issue price of $100 per unit plus any accrued and unpaid dividends. Holders of the Preferred Units may redeem for an amount equal to original issue price of $100 per unit plus any accrued and unpaid dividends upon (i) occurrence of certain change in control event (ii) at the end of four years from the date of issuance, except the Preferred Units issued to Hillman can only be redeemed 30 days after the fourth year anniversary of the first issuance of Preferred Units to NextEra. The maturity date is determined to be the date at which the holder’s redemption option becomes exercisable as this is the date in which both the Company and the holder may redeem the preferred units. The maturity date could be as early as November 29, 2025 but no later than June 30, 2026, depending on when the Series A units to NextEra are issued as previously detailed herein. Conversion: Holder’s may elect to convert Preferred Units into common units in the limited chance that the Company fails to redeem the Preferred Units under an optional redemption, the annual dividend rate increases to 12% and is further increased to 14% after one year, and thereafter by 2% every 90 days up to a cap of 20%. The Company must also redeem all NextEra Series A preferred units on which the redemption option has been exercised prior to redeeming any Hillman Series A-1 preferred units. If elected, the holder may convert all or a portion of its Preferred Units into a number of common units equal to: (i) number of Preferred Units, multiplied by, (ii) $100 plus accrued and unpaid cash dividends, divided by, (iii) conversion price. The conversion price is equal to the value of the Company’s common units determined as follows, and reduced by a 20% discount if conversion occurs during the first year of delayed redemption, a 25% discount during the 2nd year, and a 30% discount thereafter: 1. Using 20-day volume-weighted average price (“VWAP”) of the Company's common shares. 2. Otherwise the estimated proceeds to be received by the holder of a common unit if the net assets of the Company were sold at fair market value and distributed. Redeemable non-controlling interests Upon consummation of Business Combination, OPAL Fuels and its members caused the existing limited liability company agreement to be amended and restated and in connection therewith, all of the common units of OPAL Fuels LLC issued and outstanding immediately prior to the closing were re-classified into 144,399,037 Class B Units ("OPAL Class B Units"). Each Class B Unit is paired with 1 non-economic share of Class D common stock issued by the Company. Each pair of Class B Unit and 1 share of Class D common stock is exchangeable to either 1 share of Class A common stock or 1 share of Class C common stock at the holder's option. Upon an exchange for Class A common stock, the Company has the option to redeem shares for cash at their market value. |
Net Income (loss) Per Share
Net Income (loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (loss) Per Share | Net Income (loss) Per Share The basic loss per share of Class A common stock is computed by dividing the net loss attributable to Class A common stockholders by the weighted average number of Class A common stock outstanding during the period. Prior to the Business Combination, the membership structure of OPAL Fuels included common units which shared in the profits and losses of OPAL Fuels LLC. The Company analyzed the calculation of earnings per units for periods prior to the consummation of the Business Combination and determined that such information would not be meaningful to the users of these unaudited condensed consolidated financial statements. Therefore net loss per share information has not been presented for periods prior to Business Combination on July 21, 2022. The basic and diluted net loss per share for the three and nine months ended September 30, 2022 represent only the period from July 21, 2022 to September 30, 2022. The diluted loss per share of Class A common stock for the three and nine months ended September 30, 2022 does not include Redeemable preferred non-controlling interests, Convertible Note Payable because the substantive contingency for conversion has not been met as of September 30, 2022. It does not include 9,223,261 Private Warrants and 6,223,261 Public Warrants as their strike price at $11.50 exceeded the average market price for the Company during the measurement period. 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, 2022. The Class D common stock does not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class D common stock under the two-class method has not been presented. The following table summarizes the calculation of basic and diluted net loss per share: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Net loss attributable to Class A common stockholders (1,125) $ (1,125) Less: change in fair value of the put option on the forward purchase agreement 384 384 Diluted Net loss attributable to Class A common stockholders (1,509) (1,509) Weighted average number of shares of Class A common stock - basic 25,671,390 25,671,390 Effect of the dilutive put option on a forward purchase agreement 152,382 152,382 Weighted average number of shares of Class A common stock - diluted 25,823,772 25,823,772 Net loss per share of Class A common stock Basic $ (0.04) $ (0.04) Diluted $ (0.06) $ (0.06) , |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes As a result of the Company’s up-C structure effective with the Business Combinations, the Company expects to be a tax-paying entity. However, as the Company has historically been loss-making, any deferred tax assets created as a result of net operating losses and other deferred tax assets for the excess of tax basis in the Company's investment in Opal Fuels would be offset by a full valuation allowance. Prior to the Business Combination, OPAL Fuels was organized as a limited liability company, with the exception of one partially-owned subsidiary which filed income tax returns as a C-Corporation. The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Judgment is required in determining the provisions for income and other taxes and related accruals, and deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company's various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates. For the three and nine months ended September 30, 2022, the Company recorded zero income tax expense. The effective tax rate for the three months ended September 30, 2022 was 0%. The difference between the Company’s effective tax rate for the three and nine months ended September 30, 2022 and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company’s net U.S. deferred tax assets. The Company did not record a tax provision for the three and nine months ended September 30, 2021 primarily due to OPAL Fuels' status as a pass-through entity for U.S. federal income tax purposes. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesLetters of Credit As of September 30, 2022 and December 31, 2021, the Company was required to maintain nine standby letters of credit totaling $9,348 and $9,023, respectively, to support obligations of certain Company subsidiaries. These letters of credit were issued in favor of a lender, utilities, a governmental agency, and an independent system operator under PPA electrical interconnection agreements, and in place of a debt service reserve. There have been no draws to date on these letters of credit. Purchase Options The Company has two contracts with customers to provide CNG for periods of seven In July 2015, the Company entered into a ten year fuel sales agreement with a customer that included the construction of a CNG Fueling Station owned and managed by the Company on the customer's premises. At the end of the contract term, the customer has an option to purchase the CNG Fueling Station for a fixed amount. The cost of the CNG Fueling Station was recorded to Property, plant, and equipment and is being depreciated over the contract term. Legal Matters The Company is involved in various claims arising in the normal course of business. Management believes that the outcome of these claims will not have a material adverse effect on the Company's financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 4, 2022, the Company granted 428,902 restricted stock units for certain eligible employees and board of directors under the OPAL Fuels Inc. 2022 Omnibus Equity Incentive Plan. The aggregate fair value of the grant was $3,405 based on the closing share price of $7.94 on October 3, 2022. The shares will vest in full on October 3, 2023. The amortization of the above grants will be included in the selling, general and administrative expenses in the condensed consolidated statement of operations beginning in the fourth quarter of 2022. On October 12, 2022, the Company borrowed $12,500 under the OPAL Term Loan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") for interim financial information and includes the accounts of the Company and all other entities in which the Company has a controlling financial interest: Fortistar Methane 3 LLC (“FM3”), Fortistar Methane 4 LLC, Beacon RNG LLC (“Beacon”) Sunoma Holdings, LLC (“Sunoma”), Emerald RNG LLC (“Emerald”), Sapphire RNG LLC (“Sapphire”), New River LLC (“New River”), Reynolds NRG LLC (“Reynolds”), Beacon RNG LLC (“Beacon”), Central Valley LLC (“Central Valley”), Fortistar Contracting LLC, Fortistar RNG LLC, and OPAL Fuel station services LLC (“Fuel station services”). The Company’s condensed consolidated financial statements include the assets and liabilities of these subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The non-controlling interest attributable to the Company's variable interest entities ("VIE") are presented as a separate component from the Stockholders' equity 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' equity. The accompanying condensed consolidated financial statements reflect the activities of the Company, its subsidiaries, and its equity method investments for the nine months ended September 30, 2022 and 2021. Investments in unconsolidated entities in which the Company can influence the operating or financial decisions are accounted for under the equity method. As of September 30, 2022 and December 31, 2021, the Company accounted for its ownership interests in Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road") and GREP BTB Holdings LLC ("GREP") under the equity method. The Company's interests in Beacon for the period between January 1, 2021 and April 30, 2021 were accounted for under the equity method. Beacon was consolidated after acquisition of remaining ownership interests increasing the ownership interest from 44.3% to 100% on May 1, 2021. Please see Note 4. Investment in other entities, for additional information. The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission ("SEC"). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, it does not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The information herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Current Report on Form 8K, which was filed with SEC on July 27, 2022. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, |
Business Combination, Transaction costs and Earnout Awards | Business Combination The Business Combination was accounted for as a reverse recapitalization as OPAL Fuels was determined to be the accounting acquirer under Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 805, Business Combinations . OPAL HoldCo held a controlling financial interest in OPAL Fuels prior to the closing date. At transaction close, OPAL HoldCo obtained a controlling financial interest in the Company and indirectly retained control over OPAL Fuels through the Company. OPAL HoldCo did not relinquish control over OPAL Fuels during the transaction, instead it affected a transfer of a controlled subsidiary (i.e., OPAL Fuels) to a newly-controlled subsidiary (i.e., OPAL Fuels Inc) and in exchange for issuing Class A common units of OPAL Fuels for the net assets of the Company. As there was no change in control, OPAL Fuels has been determined to be the accounting acquirer. Under this method of accounting, ArcLight is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the transaction is treated as the equivalent of OPAL Fuels issuing stock for the net assets of ArcLight, accompanied by a recapitalization. The net assets of ArcLight are stated at historical cost, with no goodwill or other intangible assets recorded. Results of operations prior to Business Combination are presented as belonging to OPAL Fuels in future reports of the combined entity. The recapitalization had no effect on reported net loss and comprehensive income, cash flows, total assets or members' equity as previously reported. See Note 3. Business Combination , for additional information. The Business Combination resulted in an umbrella partnership corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies (operating as partnerships) undertaking an initial public offering. The Up-C structure allowed OPAL Fuels equity holders to retain their equity ownership in OPAL Fuels, an entity that is classified as a partnership for U.S. federal income tax purposes, and provides potential future tax benefits for the Company when the OPAL Fuels equity holders ultimately redeem their pass-through interests for shares of Class A common stock in OPAL Fuels Inc. |
Use of estimates | 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, the fair value of the Convertible Note Payable (as defined below), the impairment assessment of goodwill, and the fair value of derivative instruments. Actual results could differ from those estimates. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year. |
Accounting Pronouncements | Accounting Pronouncements In June 2022, the FASB issued Accounting Standards Update ("ASU") 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions which states that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and therefore, is not considered in measuring fair value. The ASU clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The ASU requires an entity to disclose (i) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet (ii) the nature and remaining duration of the restriction and (iii) the circumstances that could cause a lapse in the restriction. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years for public entities and fiscal year beginning December 15, 2024 for all other entities. The Company is currently evaluating the impact on its financial statements of adopting this standard. In February 2016, the FASB issued Leases (Topic 842) requiring lessees to record the assets and liabilities for operating leases on the balance sheet. This standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. In April 2020, the FASB voted to defer the effective date for Leases for private companies and |
Short term investments | Short term investmentsThe 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. |
Derivative warrant liabilities | Derivative warrant liabilitiesThe Company assumed publicly-traded warrants (the "Public Warrants") and private warrants (the "Private Warrants") upon the completion of the Business Combination. The Company accounts for warrants for shares of the Company's stock that are not indexed to its own stock as liabilities at fair value on the condensed consolidated balance sheet. The warrants are remeasured at each balance sheet date and any change in fair value is recognized in the Company's condensed consolidated statement of operations as part of change in fair value of derivative instruments, net. |
Redeemable non-controlling interests | Redeemable non-controlling interests Redeemable non-controlling interests represent the portion of OPAL Fuels that the Company controls and consolidates but does not own. The Redeemable non-controlling interest was created as a result of the Business Combination and represents 144,399,037 Class B Units issued by OPAL Fuels to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the condensed consolidated statement of operations. At each balance sheet date, the mezzanine equity classified Redeemable non-controlling interests is adjusted up to their maximum redemption value if necessary, with an offset in Stockholders' equity. As of September 30, 2022, the Company recorded an adjustment of $1,160,723. |
Net income (loss) per share | Net income (loss) per share The Business Combination was accounted for as a reverse recapitalization as OPAL Fuels was determined to be the accounting acquirer under FASB ASC Topic 805, Business Combinations . Accordingly, for accounting purposes, the transaction is treated as the equivalent of OPAL Fuels issuing stock for the net assets of ArcLight, accompanied by a recapitalization. The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period. The Company's diluted earnings per share includes effects of the Company's outstanding Redeemable non-controlling interests (OPAL Fuels Class B units), the put option a forward purchase agreement, redeemable preferred non-controlling interests, Sponsor Earnout Awards, OPAL Earnout Awards, Private Warrants and Public Warrants. |
Asset Retirement Obligation | Asset Retirement Obligation The Company accounts for asset retirement obligations in accordance with FASB ASC 410, Asset Retirement and Environmental Obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The fair value of the estimated asset retirement obligations is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The discounted asset retirement costs capitalized amount are accreted over the life of the sublease or site lease agreement. Asset retirement obligations are deemed Level 3 fair value measurements as the inputs used to measure the fair value are unobservable. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions. |
Revenue Recognition | Revenue Recognition The Company’s revenue arrangements generally consist of a single performance obligation to transfer goods or services. Revenue from the sale of RNG, CNG and, electricity is recognized by applying the “right to invoice” practical expedient within the accounting guidance for Revenue from Contracts with Customers that allows for the recognition of revenue from performance obligations in the amount of consideration to which there is a right to invoice the customer and when the amount for which there is a right to invoice corresponds directly to the value transferred to the customer. For some public CNG Fueling Stations where there is no contract with the customer, the Company recognizes revenue at the point in time that the customer takes control of the fuel. The Company also performs maintenance services throughout the country. Maintenance consists of monitoring equipment and replacing parts as necessary to ensure optimum performance. Revenue from service agreements is recognized over time as services are provided. Capacity payments fluctuate based on peak times of the year and revenues from capacity payments are recognized monthly as earned. The Company has agreements with two natural gas producers ("Producers") to transport Producers' natural gas using the Company's RNG gathering system. The performance obligation is the delivery of Producers' natural gas to an agreed delivery point on an interstate gas pipeline. The quantity of natural gas transported for the Producers is measured at a certain specified meter. The price is fixed at contracted rates and the Producers pay approximately 30 days after month-end. As such, transportation sales are recognized over time, using the output method to measure progress. The Company provides credit monetization services to customers that own renewable gas generation facilities. The Company recognizes revenue from these services as the credits are minted on behalf of the customer. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as a current asset based on their estimated fair value at contract inception. When the Company receives RINs or LCFSs as payment for providing credit monetization services, it records the non-cash consideration in inventory based on the fair value of RINs or LCFSs at contract commencement. On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra for the environmental attributes generated by the RNG Fuels business. Under this agreement, the Company plans to sell a minimum of 90% of the environmental attributes generated and will receive net proceeds based on the agreed upon price less a specified discount. A specified volume of environmental attributes sold per quarter will incur a fee per environmental attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the three and nine months ended September 30, 2022, the Company earned net revenues after discount and fees of $19,335 and $49,023, respectively under this contract which was recorded as part of Revenues - RNG fuel. Sales of environmental attributes such as RINs, RECs, and LCFS are generally recorded as revenue when the certificates related to them are delivered to a buyer. However, the Company may recognize revenue from the sale of such environmental attributes at the time of the related RNG or renewable power sales when the contract provides that title to the environmental attributes transfers at the time of production, the Company's price to the buyer is fixed, and collection of the sales proceeds occurs within 60 days after generation of the renewable power. Management operating fees are earned for the operation, maintenance, and repair of the gas collection system of a landfill site. Revenue is calculated on the volume of per million British thermal units of LFG collected and the megawatt hours ("MWhs") produced at that site. This revenue is recognized when LFG is collected and renewable power is delivered. The Company has various fixed price contracts for the construction of Fueling Stations for customers. Revenues from these contracts, including change orders, are recognized over time, with progress measured by the percentage of costs incurred to date compared to estimated total costs for each contract. This method is used as management considers costs incurred to be the best available measure of progress on these contracts. Costs capitalized to fulfill certain contracts were not material in any of the periods presented. The Company owns Fueling Stations for use by customers under fuel sale agreements. The Company bills these customers at an agreed upon price for each gallon sold and recognizes revenue based on the amounts invoiced in accordance with the "right to invoice" practical expedient. For some public stations where there is no contract with the customer, the Company recognizes revenue at the point-in-time that the customer takes control of the fuel. The Company from time-to-time enters into fuel purchase agreements with customers whereby the Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. In accordance with the standards of ASC 840, Leases |
RNG Inventory | RNG inventoryRNG inventory relates to storage of an equivalent amount of RNG production from our new RNG facilities during their RIN and LCFS certification period. It is sold to various customers at market prices upon obtaining RIN or LCFS certification. It is recorded at cost and adjusted to its net realizable value at each balance sheet date. |
Income Taxes | Income Taxes As a result of the Business Combination, the Company is the sole managing member of OPAL Fuels. OPAL Fuels is a limited liability company that is treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income taxes. Any taxable income or loss generated by OPAL Fuels is passed through to and included in the taxable income or loss of its members, including the Company, on a pro-rata basis, subject to applicable tax regulations. The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s condensed consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company calculates the interim tax provision in accordance with the provisions of ASC Subtopic 740-270, Income Taxes; Interim Reporting. For interim periods, the Company estimates the annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and trade receivables. The Company places its cash with high credit quality financial institutions located in the United States of America. The Company performs ongoing credit evaluations of its customers. |
Equity Method Investments | The Company uses the equity method to account for investments in affiliates that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company's investments in these nonconsolidated affiliates are reflected in the Company's condensed consolidated balance sheets under the equity method, and the Company's proportionate net (loss) income, if any, is included in the Company's condensed consolidated statements of operations as (loss) income from equity method investments. |
Interest rate swaps and Commodity swap contracts | Interest rate swaps In connection with our entry into the Senior Secured Credit Facility, the Company entered into certain interest rate swap agreements. These transactions involved the exchange of fixed and floating rate interest payment obligations without the exchange of the underlying principal amounts. The average annual fixed rate ranged from 2.38% in 2020 to 2.50% in 2022. The Company has accounted for these instruments as economic hedges and has included changes in their fair market value in the condensed consolidated statements of operations. The swaps expired in September 2022 as the facility is scheduled to be repaid in December 2022. During August 2022, the Company entered into two interest rate swaps for the notional amount of $61,926 of OPAL Term Loan II at a fixed interest rate of 2.47% to hedge the SOFR-based floating interest rate. On August 16, 2022, the Company entered into a swaption for a notional amount of $13,074 with fixed rate of 2.32% with a maturity date of December 30, 2022. The Company accounted for the swaption as an economic hedge and included the change in the fair market value in the condensed consolidated statement of operations. The two interest rate swaps were designated and qualified as cash flow hedges. The Company uses interest rate swaps for the management of interest rate risk exposure, as an interest rate swap effectively converts a portion of the Company’s debt from a floating to a fixed rate. The interest rate swap is an agreement between the Company and counterparties to pay, in the future, a fixed-rate payment in exchange for the counterparties paying the Company a variable payment. The amount of the net payment obligation is based on the notional amount of the interest rate swap and the prevailing market interest rates. The Company may terminate the interest rate swaps prior to their expiration dates, at which point a realized gain or loss may be recognized, or may be amortized over the original life of the interest rate swap if the hedged debt remains outstanding. The value of the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move against the rate fixed for each swap. The Company may be exposed to credit risk on any of the derivative financial instruments that are in an asset position. Credit risk relates to the risk of loss that the Company would incur because of nonperformance by counterparties pursuant to the terms of their contractual obligations. To mitigate this risk, management monitors counterparty credit exposure on an annual basis and enters into these arrangements with large financial institutions. The necessary credit adjustments have been reflected in the fair value of financial derivative instruments. There are no credit-risk-related contingent features that could be triggered in derivative financial instruments that are in a liability position. The Company enters into interest rate swap contracts with counterparties that allow for net settlement of derivative assets and derivative liabilities. The Company has made an accounting policy election to offset recognized amounts relating to these interest swaps within the condensed consolidated balance sheets. |
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. 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. |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and December 31, 2021 September 30, December 31, Current assets: Cash and cash equivalents $ 25,286 $ 39,314 Restricted cash - current (1) 41,419 — Long-term assets: Restricted cash held as collateral (2) 4,655 2,740 Total cash, cash equivalents, and restricted cash $ 71,360 $ 42,054 (1) Restricted cash - current primarily consists of (i) $20,100 held in escrow to secure the Company's purchase obligations under the forward purchase agreement with Meteora (See Note.3 Business Combination for additional information). (ii) $5,800 equity contribution to a joint venture in connection with the closing of OPAL Term Loan II (iii) $1,778 relates to interest reserve on Sunoma Loan and (iv) $13,700 held in a restricted account for funding one of our RNG projects. |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents, and restricted cash consisted of the following as of September 30, 2022 and December 31, 2021 September 30, December 31, Current assets: Cash and cash equivalents $ 25,286 $ 39,314 Restricted cash - current (1) 41,419 — Long-term assets: Restricted cash held as collateral (2) 4,655 2,740 Total cash, cash equivalents, and restricted cash $ 71,360 $ 42,054 (1) Restricted cash - current primarily consists of (i) $20,100 held in escrow to secure the Company's purchase obligations under the forward purchase agreement with Meteora (See Note.3 Business Combination for additional information). (ii) $5,800 equity contribution to a joint venture in connection with the closing of OPAL Term Loan II (iii) $1,778 relates to interest reserve on Sunoma Loan and (iv) $13,700 held in a restricted account for funding one of our RNG projects. |
Changes in the Asset Retirement Obligation | The changes in the asset retirement obligations were as follows as of September 30, 2022: September 30, Balance, December 31, 2021 $ 5,738 Addition (5) Accretion expense 235 Total asset retirement obligation 5,968 Less: current portion (1,586) Total asset retirement obligation, net of current portion $ 4,382 |
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 2022 2021 2022 2021 Renewable power sales $ 9,666 $ 9,551 $ 27,205 $ 28,162 Third party construction 18,660 14,078 41,476 23,348 Service 3,480 3,670 11,910 11,674 Brown gas sales 12,430 1,611 23,398 7,836 Environmental credits 19,649 13,202 58,444 25,198 Parts sales 1,355 633 2,332 532 Operating agreements — 707 893 2,433 Other 70 2,273 236 2,499 Total revenue from contracts with customers 65,310 45,725 165,894 101,682 Lease revenue 1,240 1,459 2,920 3,286 Total revenue $ 66,550 $ 47,184 $ 168,814 $ 104,968 |
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 2022 2021 2022 2021 Reversal of contingent consideration on acquisition of non-controlling interest $ 4,365 $ — $ 4,365 $ — Gain on redemption of Note receivable 1,943 — 1,943 — Other income $ 6,308 $ — $ 6,308 $ — |
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, December 31, Accounts receivable, net $ 36,660 $ 25,391 Contract assets: Cost and estimated earnings in excess of billings $ 12,514 $ 5,989 Accounts receivable retainage, net 2,162 2,495 Contract assets total $ 14,676 $ 8,484 Contract liabilities: Billings in excess of costs and estimated earnings $ 6,750 $ 9,785 Contract liabilities total $ 6,750 $ 9,785 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule of Recapitalization | The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statements of stockholders' equity for the nine months ended September 30, 2022: Cash proceeds from Arclight, net of redemptions $ 17,775 Cash proceeds from PIPE investors 110,806 Cash in escrow account for the Forward Purchase Agreement 20,040 Less: transaction costs and under writing fees paid (1) (9,771) Cash acquired from Business Combination 138,850 Less: warrant liabilities (13,524) Less: earnout liabilities (45,900) Less: put option with Meteora (4,600) Less: Deferred financing costs recorded in additional paid-in-capital (2) (6,569) Net cash from Business Combination recorded in Stockholders' equity $ 68,257 (1) Includes $8,041 of Sponsor specific transaction costs paid at closing. (2) Excludes $1,730 of transaction costs paid at closing and recorded on OPAL Fuels' condensed consolidated balance sheet prior to closing. Shares Class A - Public stockholders 1,752,181 Class A - Sponsor shares (1) 7,779,076 Class A - PIPE investors 11,080,600 Class A - Forward Purchase Agreement 2,000,000 Class A - Ares 3,059,533 25,671,390 Class D - Opal Fuels equity holders 144,399,037 Total shares issued upon closing of Business Combination 170,070,427 (1) Includes 763,908 Sponsor Earnout Awards subject to vesting and forfeiture conditions. |
Investments in Other Entities (
Investments in Other Entities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Equity Method Investments | Our equity method investments were as follows as of September 30, 2022 and December 31, 2021: Percentage of ownership Carrying Value September 30, December 31, Pine Bend 50.0 % $ 20,730 $ 21,188 Noble Road 50.0 % 24,053 24,516 GREP 20.0 % 3,925 1,446 Total investment in other entities $ 48,708 $ 47,150 The following table summarizes the net income from equity method investments: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Revenue (1) $ 42,158 $ — $ 47,247 $ 14,181 Gross profit 33,053 — 34,665 6,459 Net income 31,356 — 29,615 5,400 — Net income from equity method investments (2) $ 3,694 $ — $ 3,658 $ 2,392 (1) Revenues include a realized gain of $32,796 from commodity swap contracts on our equity method investment, GREP for the three and nine months ended September 30, 2022. (2) Net income from equity method investments represents our portion of the net income from equity method investments in Pine Bend, Noble Road and GREP for the three and nine months ended September 30, 2022 and Beacon for the three and nine months ended September 30, 2021. |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and December 31, 2021: September 30, December 31, Plant and equipment $ 203,382 $ 161,387 CNG/RNG fueling stations 34,494 27,892 Construction in progress 102,205 62,616 Buildings 2,585 2,544 Land 1,303 1,303 Service equipment 1,692 1,521 Leasehold improvements 815 815 Vehicles 313 407 Office furniture and equipment 307 302 Computer software 277 277 Other 458 416 347,831 259,480 Less: accumulated depreciation (97,476) (89,710) Property, plant, and equipment, net $ 250,355 $ 169,770 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets with Definite Lives | Intangible assets, net, consisted of the following at September 30, 2022 and December 31, 2021: September 30, 2022 Cost Accumulated Intangible Weighted Power purchase agreements $ 8,999 $ (7,436) $ 1,563 18.1 Transmission/distribution interconnection 1,600 (945) 655 15.1 CNG sales contract 807 (779) 28 10.0 Intellectual property 43 (23) 20 5.0 Total intangible assets $ 11,449 $ (9,183) $ 2,266 December 31, 2021 Cost Accumulated Intangible Weighted Power purchase agreements $ 8,999 $ (6,986) $ 2,013 18.1 Transmission/distribution interconnection 1,600 (865) 735 15.1 CNG sales contract 807 (719) 88 10.0 Intellectual property 43 (18) 25 5.0 Total intangible assets $ 11,449 $ (8,588) $ 2,861 |
Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets | At September 30, 2022, estimated future amortization expense for intangible assets is as follows: Three months ended December 31, 2022 $ 198 Fiscal year: 2023 465 2024 275 2025 266 2026 238 Thereafter 824 $ 2,266 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table summarizes the changes in goodwill, if any, by reporting segment from the beginning of the period to the end of the period: RNG Fuel Fuel Station Services Total Balance at December 31, 2021 $ 51,155 $ 3,453 $ 54,608 Balance at September 30, 2022 $ 51,155 $ 3,453 $ 54,608 |
Borrowings (Tables)
Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | The following table summarizes the borrowings under the various debt facilities as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Senior Secured Credit Facility, term loan $ 70,179 $ 73,869 Less: unamortized debt issuance costs — (724) Less: current portion (70,179) (73,145) Senior Secured Credit Facility, term loan, net of debt issuance costs — — Senior Secured Credit Facility, working capital facility 7,500 7,500 Less: current portion (7,500) (7,500) Senior Secured Credit Facility, working capital facility — — OPAL Term Loan 91,223 75,000 Less: unamortized debt issuance costs (1,975) (2,485) Less: current portion (28,432) (13,425) OPAL Term Loan, net of debt issuance costs 60,816 59,090 Sunoma Loan 23,000 17,524 Less: unamortized debt issuance costs (920) (569) Less: current portion — (756) Sunoma Loan, net of debt issuance costs 22,080 16,199 Convertible Note Payable 27,964 58,710 Less: current portion (27,964) — Convertible Note Payable — 58,710 Municipality Loan 121 278 Less: current portion (121) (194) Municipality Loan — 84 Non-current borrowings total $ 82,896 $ 134,083 |
Schedule of Principal Maturities of Debt | As of September 30, 2022, principal maturities of debt are expected as follows, excluding any subsequent refinancing transactions and any undrawn debt facilities as of the date of the condensed consolidated balance sheets: Senior OPAL Term Loan Sunoma Loan Convertible Note Payable (1) Municipality Total Three months ending December 31, 2022 $ 77,679 $ 7,633 $ 27,964 $ 55 $ 113,331 Fiscal year: 2023 — 27,732 953 — 66 28,751 2024 — 27,732 3,812 — — 31,544 2025 — 28,126 3,812 — — 31,938 2026 — — 3,801 — 3,801 2027 — — 10,622 — — 10,622 $ 77,679 $ 91,223 $ 23,000 $ 27,964 $ 121 $ 219,987 |
Schedule of Interest Expense on Borrowings | The following table summarizes the Company's total interest expense for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Senior Secured Credit Facility $ 1,100 $ 716 $ 2,540 $ 2,050 Municipality loan 1 2 3 7 TruStar revolver credit facility — 168 — 502 Convertible Note Payable mark-to-market (1) (2,261) 1,362 (151) 2,250 Sunoma Loan (2) 424 — 1,335 — OPAL Term Loan 1,107 — 2,850 — Commitment fees and other finance fees 401 99 605 378 Amortization of deferred financing cost 616 201 1,514 678 Interest income on loan receivable (612) (194) (1,512) (206) Total interest expense $ 776 $ 2,354 $ 7,184 $ 5,659 (1) The mark-to-market on the Convertible Note Payable is negative for the three and nine months ended September 30, 2022 as the prepayment penalty is no longer applicable upon completion of the Business Combination. The change in fair value of the Convertible Note Payable recorded for the three months ended September 30, 2022 was $2,906. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Future Minimum Lease Payments | Future minimum lease payments are as follows: Three months ending December 31, 2022 $ 228 Fiscal year: 2023 987 2024 937 2025 852 2026 183 $ 3,187 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Swaps | The following table summarizes the interest rate swaps in place as of September 30, 2022 and December 31, 2021: Interest rate swap detail Notional Amount Trade date Fixed rate Start date End date September 30, 2022 December 31, 2021 August 15, 2022 2.47 % June 28, 2024 August 4, 2027 $ 41,284 — August 15, 2022 2.47 % June 28, 2024 August 4, 2027 20,642 — $ 61,926 $ — |
Derivatives Fair Values on Balance Sheet | The location and amounts of derivatives fair values in the condensed consolidated balance sheets are: September 30, December 31, Location of Fair Value Recognized in Balance Sheet Derivatives designated as economic hedges: Current portion of swaption $ 246 $ — Derivative financial assets, current portion Current portion of interest swaps (38) (992) Derivative financial liability, current portion Derivatives designated as cash flow hedges: Current portion of the interest rate swaps 1,189 — Derivative financial assets, current portion $ 1,397 $ (992) The following table summarizes the derivative assets and liabilities related to commodity swaps as of September 30, 2022 and December 31, 2021 Fair Value Location of Fair value recognized in Balance Sheet September 30, 2022 December 31, 2021 Derivatives designated as economic hedges Current portion of unrealized gain on commodity swaps $ — $ 382 Derivative financial asset, current portion Current portion of unrealized loss on commodity swaps $ (394) $ — Derivative financial liability, current portion |
Effect of Derivative Instruments on Statement of Operations | The effect of derivative instruments on the condensed consolidated statement of operations were as follows: Three Months Ended September 30, Nine Months Ended Location of (Loss) Gain Recognized in Operations from Derivatives 2022 2021 2022 2021 Interest rate swaps $ 1,580 $ 2,122 $ 954 $ 1,269 Swaption 246 — 246 — Net periodic settlements (1,631) (2,149) (677) (1,279) $ 195 $ (27) $ 523 $ (10) Change in fair value of derivative instruments, net Derivatives not designated as hedging instruments Location of (loss) gain recognized Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Commodity swaps - realized loss Revenues - Renewable power $ (744) $ (328) $ (931) $ 169 Commodity swaps - unrealized gain (loss) Revenues - Renewable power 161 (895) (775) (2,824) Total realized and unrealized gain (loss) Revenues - Renewable power $ (583) $ (1,223) $ (1,706) $ (2,655) |
Fair Value of Derivative Instruments on Balance Sheet and Effect of Netting Arrangements | The following table summarizes the fair value of derivative instruments on the Company's condensed consolidated balance sheets and the effect of netting arrangements and collateral on its financial position: Gross Amounts Gross Amounts Net Amounts of Balance, September 30, 2022: Interest rate swap asset $ 1,189 $ — $ 1,189 Swaption asset 246 — 246 $ 1,435 $ — $ 1,435 Balance, December 31, 2021: Interest rate swap liability $ (992) $ — $ (992) |
Fair Value of Derivative Instruments on Balance Sheet and Effect of Netting Arrangements | The following table summarizes the fair value of derivative instruments on the Company's condensed consolidated balance sheets and the effect of netting arrangements and collateral on its financial position: Gross Amounts Gross Amounts Net Amounts of Balance, September 30, 2022: Interest rate swap asset $ 1,189 $ — $ 1,189 Swaption asset 246 — 246 $ 1,435 $ — $ 1,435 Balance, December 31, 2021: Interest rate swap liability $ (992) $ — $ (992) |
Summary of Commodity Swaps And Other Derivatives | The following table summarizes the commodity swaps in place as of September 30, 2022 and December 31, 2021. There were no new commodity swap contracts entered during the nine months ended September 30, 2022. Trade Date Period From Period To Notional Quantity per Year (“MWh”) Average Contract Price (per MWh) December 14, 2018 January 1, 2019 September 30, 2022 34,554 $ 66.12 October 28, 2021 November 1, 2021 December 31, 2022 30,660 $ 48.75 December 27, 2021 January 1, 2022 December 31, 2022 26,280 $ 50.75 The following table summarizes the effect of change in fair value of other derivative liabilities on the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021: Derivative liability Three Months Ended September 30, Nine Months Ended September 30, Location of (Loss) Gain Recognized in Operations from Derivatives 2022 2021 2022 2021 Put option to Meteora $ 384 $ — $ 384 $ — Sponsor Earnout Awards 1,100 — 1,100 — OPAL Earnout Awards 5,300 — 5,300 — Public Warrants (3,578) — (3,578) — Private Warrants (5,309) — (5,309) — $ (2,103) $ — $ (2,103) $ — Change in fair value of derivative instruments, net |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of September 30, 2022 and December 31, 2021, set forth by level, within the fair value hierarchy: Fair value as of September 30, 2022 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 5,968 $ 5,968 Convertible Note Payable — — 27,964 27,964 Put option with Meteora — — 4,216 4,216 Interest rate swaps — 38 — 38 Commodity swap contracts — 394 — 394 Derivative warrant liabilities — — 22,410 22,410 Earnout liabilities — — 39,500 39,500 Assets: Swaption — 246 — 246 Interest rate swaps $ — $ 1,189 $ — $ 1,189 Fair value as of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 5,738 $ 5,738 Contingent consideration on acquisition of non-controlling interest — — 4,456 4,456 Convertible Note Payable — — 58,710 58,710 Interest rate swap — 992 — 992 Assets: Commodity swap contracts — 382 — 382 |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Fees Upon Entering Into Management Services Agreement with Related Party | The following table summarizes the various fees recorded under the agreements described above which are included in "Selling, general, and administrative" expenses except for $1,518 incurred as transaction costs for the Business Combination recorded in additional paid-in capital and $26 recorded as Deferred financing costs as of September 30, 2022: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Staffing and management services $ 578 $ 134 $ 1,683 $ 6,054 Rent - fixed compensation 168 145 442 435 IT services 636 — 1,721 — Total $ 1,382 $ 279 $ 3,846 $ 6,489 |
Reportable Segments and Geogr_2
Reportable Segments and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Total Revenues by Segment | The Company has determined that each of the four operating segments meets the characteristics of a reportable segment under U.S. GAAP. The Company's activities and assets that are not associated with the four reportable segments are summarized in the "Other" category below. These include corporate investment income, interest income and interest expense, income tax expense, and other non-allocated costs. Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Revenues: Renewable Power $ 49,247 $ 11,351 $ 69,335 $ 33,672 RNG Fuel 38,682 20,106 98,157 55,009 Fuel Station Services 23,763 18,383 56,448 35,560 Other (1) 166 6 293 55 Intersegment (3,150) (2,662) (8,172) (5,147) Equity Method Investment(s) (42,158) — (47,247) (14,181) $ 66,550 $ 47,184 $ 168,814 $ 104,968 ____________ (1) Other includes revenues of Fortistar Contracting LLC. |
Schedule of Interest Expense on Borrowings, Depreciation, Amortization and Accretion and Cash Paid for Purchases, Plant and Equipment | Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Interest and Financing Expense, Net: Renewable Power $ (1,440) $ (1,043) $ (3,559) $ (3,113) RNG Fuel (189) — (240) (24) Corporate 853 (1,311) (3,385) (2,522) $ (776) $ (2,354) $ (7,184) $ (5,659) ____________ Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Depreciation, Amortization, and Accretion: Renewable Power $ 1,176 $ 1,268 $ 4,283 $ 3,735 RNG Fuel 2,621 1,206 6,379 3,584 Fuel Station Services 129 107 331 316 Other (1) 31 32 95 96 Equity Method Investment(s) (699) — (1,272) (1,059) $ 3,258 $ 2,613 $ 9,816 $ 6,672 (1) Other includes amortization of intangible assets and depreciation expense not allocated to any segment. Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Cash paid for Purchases of Property, Plant, and Equipment: Renewable Power $ 500 $ — $ 1,800 $ — Fuel Station Services 3,353 10,519 6,653 10,519 RNG Fuel 25,937 18,452 76,496 52,874 $ 29,790 $ 28,971 $ 84,949 $ 63,393 |
Schedule of Net (Loss) Income | Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Net income: (loss) Renewable Power $ 1,098 $ (1,676) $ (1,071) $ (6,526) RNG Fuel 12,137 8,233 25,779 12,743 Fuel Station Services 2,109 2,807 5,523 5,488 Corporate (13,669) (8,591) (33,329) 4,853 Equity Method Investment(s) 3,694 — 3,658 2,392 $ 5,369 $ 773 $ 560 $ 18,950 |
Total Assets | September 30, December 31, Total Assets: Renewable Power $ 42,654 $ 43,728 RNG Fuel 387,434 215,512 Fuel Station Services 56,372 56,567 Corporate and other 120,888 17,887 Equity Method Investment(s) 48,708 47,150 $ 656,056 $ 380,844 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The amount of assets that can only be used to settle obligations of the VIEs are parenthesized in the condensed consolidated balance sheets and are included in the asset totals listed in the table below. As of As of Assets Current assets: Cash and cash equivalents $ 10,045 $ 1,991 Accounts receivable, net 1,129 40 Restricted cash - current 7,623 — Short term investments 15,411 — Prepaid expenses and other current assets 268 113 Total current assets 34,476 2,144 Property, plant and equipment, net 50,099 27,794 Restricted cash, non-current 2,867 1,163 Total assets $ 87,442 $ 31,101 Liabilities and equity Current liabilities: Accounts payable $ 2,783 $ 544 Accrued capital expenses 1,493 1,722 Sunoma Loan- current portion — 756 Total current liabilities 4,276 3,022 Sunoma loan, net of debt issuance costs 22,080 16,199 Total liabilities 26,356 19,221 Equity Stockholders' equity 34,412 10,692 Non-redeemable non-controlling interests (1) 26,674 1,188 Total equity 61,086 11,880 Total Liabilities and Equity $ 87,442 $ 31,101 |
Redeemable non-controlling in_2
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Changes in Redeemable 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, 2021 to September 30, 2022: Series A-1 preferred units Series A preferred units Units Amount Units Amount Balance, December 31, 2021 300,000 $ 30,210 — $ — Series A units issued by OPAL Fuels — — 1,000,000 100,000 Paid-in-kind dividends attributable to OPAL Fuels 1,752 3,031 Paid-in kind dividends attributable to Class A common stockholders — 68 — 242 Balance, September 30, 2022 300,000 $ 32,030 1,000,000 $ 103,273 |
Net Income (loss) Per Share (Ta
Net Income (loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Unit | The following table summarizes the calculation of basic and diluted net loss per share: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Net loss attributable to Class A common stockholders (1,125) $ (1,125) Less: change in fair value of the put option on the forward purchase agreement 384 384 Diluted Net loss attributable to Class A common stockholders (1,509) (1,509) Weighted average number of shares of Class A common stock - basic 25,671,390 25,671,390 Effect of the dilutive put option on a forward purchase agreement 152,382 152,382 Weighted average number of shares of Class A common stock - diluted 25,823,772 25,823,772 Net loss per share of Class A common stock Basic $ (0.04) $ (0.04) Diluted $ (0.06) $ (0.06) , |
Organization and Description _2
Organization and Description of Business (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||||||||
Oct. 12, 2022 USD ($) | Jul. 15, 2022 USD ($) | Oct. 22, 2021 USD ($) facility | Oct. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Jul. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Oct. 31, 2021 USD ($) | Nov. 30, 2019 MWh uSDPerMegawatt-Hour | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2022 facility | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Aug. 31, 2022 USD ($) | Jul. 21, 2022 $ / shares shares | Dec. 31, 2021 USD ($) | May 01, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 27, 2020 USD ($) | Sep. 21, 2015 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||
Number of shares per warrant (in shares) | shares | 1 | ||||||||||||||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||||||||||
Cash, cash equivalents and restricted cash | $ 71,360 | $ 71,360 | $ 27,251 | $ 71,360 | $ 27,251 | $ 42,054 | $ 15,388 | ||||||||||||||
Short term investments | 146,936 | 146,936 | 146,936 | $ 0 | |||||||||||||||||
Loan outstanding | 219,987 | 219,987 | 219,987 | ||||||||||||||||||
Proceeds from notes receivable | $ 11,555 | ||||||||||||||||||||
Proceeds from prepayment of penalty | $ 545 | ||||||||||||||||||||
Proceeds from OPAL Term Loan | 27,500 | 0 | |||||||||||||||||||
Derivative, unrealized loss | 1,677 | 1,553 | |||||||||||||||||||
Total revenues | 66,550 | $ 47,184 | 168,814 | 104,968 | |||||||||||||||||
Revision of Prior Period, Error Correction, Adjustment | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Total revenues | 1,140 | ||||||||||||||||||||
Cost of sales | 1,140 | ||||||||||||||||||||
Swap | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notional quanity | MWh | 87,720 | ||||||||||||||||||||
Notional quantity, per hour | MWh | 5 | ||||||||||||||||||||
Derivative, term of contract | 2 years | ||||||||||||||||||||
Derivative, fixed contract price (in dollars per mwh) | uSDPerMegawatt-Hour | 35.75 | ||||||||||||||||||||
Derivative, realized gain | 169 | ||||||||||||||||||||
Derivative, unrealized loss | $ 2,824 | ||||||||||||||||||||
Swap 2 | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notional quanity | MWh | 26,280 | ||||||||||||||||||||
Notional quantity, per hour | MWh | 3 | ||||||||||||||||||||
Derivative, term of contract | 1 year | ||||||||||||||||||||
BioTown Biogas LLC (“Biotown”) | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Proceeds from notes receivable | $ 11,555 | ||||||||||||||||||||
Proceeds from payment of principal of loan | 10,915 | ||||||||||||||||||||
Proceeds from prepayment of penalty | 546 | ||||||||||||||||||||
Proceeds from accrued interest | $ 94 | ||||||||||||||||||||
Senior Secured Credit Facility | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Loan outstanding | 77,679 | 77,679 | 77,679 | ||||||||||||||||||
Aggregate principal amount | $ 150,000 | ||||||||||||||||||||
Convertible Note Payable | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Loan outstanding | 27,964 | 27,964 | 27,964 | ||||||||||||||||||
Aggregate principal amount | $ 50 | ||||||||||||||||||||
Municipality loan | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Loan outstanding | 121 | 121 | 121 | ||||||||||||||||||
Sunoma Loan | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Loan outstanding | 23,000 | 23,000 | 23,000 | ||||||||||||||||||
Aggregate principal amount | $ 20,000 | ||||||||||||||||||||
OPAL Term Loan | Secured Debt | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Loan outstanding | 91,223 | 91,223 | 91,223 | ||||||||||||||||||
Aggregate principal amount | $ 125,000 | $ 105,000 | |||||||||||||||||||
Proceeds from OPAL Term Loan | 12,500 | $ 15,000 | $ 75 | 12,500 | |||||||||||||||||
Amount remaining of delayed draw term loan A available | $ 90,000 | $ 10,000 | $ 10,000 | $ 10,000 | |||||||||||||||||
OPAL Term Loan | Secured Debt | Subsequent Event | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Proceeds from OPAL Term Loan | $ 12,500 | $ 12,500 | |||||||||||||||||||
Amount remaining of delayed draw term loan A available | $ 10,000 | ||||||||||||||||||||
OPAL Term Loan | Secured Debt | RNG fuel | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Number of non-operational facilities | facility | 3 | ||||||||||||||||||||
OPAL Term Loan | Secured Debt | RNG fuel | Forecast | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Number of non-operational facilities | facility | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Jul. 21, 2022 | Jul. 20, 2022 | Nov. 29, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | May 01, 2021 | Apr. 30, 2021 | |
Revenue from External Customer [Line Items] | |||||||||||
Restricted cash held in escrow | $ 20,100 | $ 20,100 | $ 20,100 | ||||||||
Cash held in restricted account | 13,700 | 13,700 | 13,700 | ||||||||
Short term investments | 146,936 | 146,936 | 146,936 | $ 0 | |||||||
Transaction expenses | $ 8,299 | ||||||||||
Contingent consideration (in shares) | 10,000,000 | ||||||||||
Stock issued (in shares) | 1,000,000 | 0 | |||||||||
Allowance for doubtful accounts | 100 | 100 | 100 | $ 0 | |||||||
Estimated value of total asset retirement obligation | 5,968 | 5,968 | 5,968 | $ 5,738 | |||||||
Net revenues after discount under purchase and sales agreement | 66,550 | $ 47,184 | 168,814 | $ 104,968 | |||||||
Lease revenue under ASC 840 | 1,240 | $ 1,459 | 2,920 | 3,286 | |||||||
Revenue recognized included in contract liabilities | 9,785 | $ 4,678 | |||||||||
Backlog | $ 36,311 | 36,311 | 36,311 | ||||||||
Class B Ordinary Share | Opal Fuels | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Stock issued (in shares) | 144,399,037 | ||||||||||
Redeemable non-controlling interests | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Change in redemption value of Redeemable non-controlling interests | 1,160,723 | ||||||||||
Sponsor Letter Agreement | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Percentage of common stock subject to vesting and forfeiture conditions | 10% | ||||||||||
Common stock subject to vesting and forfeiture conditions, period | 60 months | ||||||||||
Contingent consideration (in shares) | 763,908 | ||||||||||
Forward Purchase Agreement | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Contingent consideration (in shares) | 1,700,000 | ||||||||||
Sunoma Loan | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Interest reserve | $ 1,778 | 1,778 | 1,778 | ||||||||
Opal Term Loan II | Secured Debt | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Contribution to joint venture | $ 5,800 | $ 5,800 | $ 5,800 | ||||||||
Beacon | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Percentage of ownership | 44.30% | ||||||||||
Beacon | Beacon | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Subsequent ownership percentage | 100% | ||||||||||
Meteora | Forward Purchase Agreement | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Contingent consideration (in shares) | 2,000,000 | ||||||||||
Contingent consideration, escrow | $ 20,040 | ||||||||||
Contingent consideration, price (in dollars per share) | $ 10.02 | ||||||||||
Contingent consideration period | 6 months | ||||||||||
Meteora | Forward Purchase Agreement | ArcLight Class A Common STock | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Stock issued (in shares) | 2,000,000 | ||||||||||
Accounts Payable | Supplier Concentration Risk | One Vendor | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Concentration risk percentage | 22% | ||||||||||
Two Customers | Revenue Benchmark | Customer Concentration Risk | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Concentration risk percentage | 49% | 18% | 45% | 30% | |||||||
Two Customers | Accounts Receivable | Customer Concentration Risk | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Concentration risk percentage | 38% | ||||||||||
One Customer | Accounts Receivable | Customer Concentration Risk | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Concentration risk percentage | 11% | ||||||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Backlog recognition period (in months) | 12 months | 12 months | 12 months | ||||||||
Transferred over Time | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Percentage of revenue recognized over time | 28% | 29.80% | 24.60% | 22.20% | |||||||
RNG fuel | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Lease revenue under ASC 840 | $ 856 | $ 694 | $ 1,906 | $ 1,644 | |||||||
RNG fuel | NextEra | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Minimum of environmental attributes to be sold, percentage | 90% | ||||||||||
Net revenues after discount under purchase and sales agreement | 19,335 | 49,023 | |||||||||
Renewable Power | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Lease revenue under ASC 840 | $ 384 | $ 765 | $ 1,014 | $ 1,642 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||||
Cash and cash equivalents | $ 25,286 | $ 39,314 | ||
Restricted cash - current | 41,419 | 0 | ||
Long-term assets: | ||||
Restricted cash held as collateral | 4,655 | 2,740 | ||
Total cash, cash equivalents, and restricted cash | $ 71,360 | $ 42,054 | $ 27,251 | $ 15,388 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Changes in the Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Asset retirement obligation, beginning balance | $ 5,738 | ||
Addition | (5) | ||
Accretion expense | 235 | $ 162 | |
Asset retirement obligation, ending balance | 5,968 | ||
Less: current portion | (1,586) | $ (831) | |
Total asset retirement obligation, net of current portion | $ 4,382 | $ 4,907 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Disaggregation of Revenue By Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | $ 65,310 | $ 45,725 | $ 165,894 | $ 101,682 |
Lease revenue | 1,240 | 1,459 | 2,920 | 3,286 |
Total revenues | 66,550 | 47,184 | 168,814 | 104,968 |
Renewable power sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 9,666 | 9,551 | 27,205 | 28,162 |
Third party construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 18,660 | 14,078 | 41,476 | 23,348 |
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 3,480 | 3,670 | 11,910 | 11,674 |
Brown gas sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 12,430 | 1,611 | 23,398 | 7,836 |
Environmental credits | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 19,649 | 13,202 | 58,444 | 25,198 |
Parts sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 1,355 | 633 | 2,332 | 532 |
Operating agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 0 | 707 | 893 | 2,433 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | $ 70 | $ 2,273 | $ 236 | $ 2,499 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Other Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Reversal of contingent consideration on acquisition of non-controlling interest | $ 4,365 | $ 0 | $ 4,365 | $ 0 |
Gain on redemption of Note receivable | 1,943 | 0 | 1,943 | 0 |
Other income | $ 6,308 | $ 0 | $ 6,308 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Receivables, Contract Assets and Contract Liabilities From Contracts With Customers (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Accounts receivable, net | $ 36,660 | $ 25,391 |
Contract assets: | ||
Cost and estimated earnings in excess of billings | 12,514 | 5,989 |
Accounts receivable retainage, net | 2,162 | 2,495 |
Contract assets | 14,676 | 8,484 |
Contract liabilities: | ||
Billings in excess of costs and estimated earnings | 6,750 | 9,785 |
Contract liabilities | $ 6,750 | $ 9,785 |
Business Combination - Narrativ
Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 USD ($) vote $ / shares shares | Jul. 21, 2022 USD ($) day vote $ / shares shares | Jul. 20, 2022 shares | Nov. 29, 2021 shares | Sep. 30, 2022 USD ($) vote $ / shares shares | Sep. 30, 2022 USD ($) vote $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 shares | |
Reverse Recapitalization [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Number of shares per warrant (in shares) | 1 | |||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Proceeds received from Business Combination | $ | $ 138,850 | $ 138,850 | $ 0 | |||||
Stock issued (in shares) | 1,000,000 | 0 | ||||||
Transaction costs | $ | $ 9,771 | |||||||
Common stock, shares outstanding (in shares) | 170,070,427 | 25,671,390 | ||||||
Contingent consideration (in shares) | 10,000,000 | |||||||
Less: change in fair value of the put option on the forward purchase agreement | $ | $ 384 | $ 384 | ||||||
Warrants redemption threshold shares ratio | 0.361 | |||||||
Sponsor specific transaction costs | $ | $ 8,041 | |||||||
Transaction costs excluded paid at closing | $ | 1,730 | |||||||
Transaction expenses | $ | $ 8,299 | |||||||
Warrant Redemption Scenario One | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 0.01 | |||||||
Warrants share price redemption trigger (in dollars per share) | $ / shares | $ 18 | |||||||
Warrant redemption notice period | 30 days | |||||||
Warrants, redemption share price threshold trading days | day | 20 | |||||||
Warrants, redemption share price threshold consecutive trading days | 30 days | |||||||
Warrant Redemption Scenario Two | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 0.10 | |||||||
Warrants share price redemption trigger (in dollars per share) | $ / shares | $ 10 | |||||||
Warrant redemption notice period | 30 days | |||||||
Warrants, redemption share price threshold trading days | day | 20 | |||||||
Warrants, redemption share price threshold consecutive trading days | 30 days | |||||||
Closing share price (in dollars per share) | $ / shares | $ 18 | |||||||
Public Warrants | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | |||||||
Warrants outstanding (in shares) | 6,223,261 | 6,223,261 | 6,223,261 | |||||
Warrants exercise period | 30 days | |||||||
Warrants expiration period | 5 years | |||||||
Fair value of warrants | $ | $ 9,024 | $ 9,024 | $ 9,024 | |||||
Less: change in fair value of the put option on the forward purchase agreement | $ | $ 3,578 | $ 3,578 | ||||||
Private Warrants | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Warrants outstanding (in shares) | 9,223,261 | 9,223,261 | 9,223,261 | |||||
Warrants exercise period | 30 days | |||||||
Fair value of warrants | $ | $ 13,388 | $ 13,388 | $ 13,388 | |||||
Less: change in fair value of the put option on the forward purchase agreement | $ | 5,309 | 5,309 | ||||||
Forward Purchase Agreement | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Contingent consideration (in shares) | 1,700,000 | |||||||
Contingent consideration liability | $ | $ 4,200 | 4,200 | 4,200 | |||||
Gain on change in fair value of derivative instruments | $ | 384 | 384 | ||||||
Sponsor Letter Agreement | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Contingent consideration (in shares) | 763,908 | |||||||
Contingent consideration liability | $ | 4,600 | 4,600 | 4,600 | |||||
Gain on change in fair value of derivative instruments | $ | 1,100 | 1,100 | ||||||
Percentage of common stock subject to vesting and forfeiture conditions | 10% | |||||||
Common stock subject to vesting and forfeiture conditions, period | 60 months | |||||||
OPAL Earnout Awards | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Contingent consideration liability | $ | $ 34,900 | 34,900 | 34,900 | |||||
Gain on change in fair value of derivative instruments | $ | $ 5,300 | $ 5,300 | ||||||
Block 1 Opal Earnout Shares | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Contingent consideration (in shares) | 5,000,000 | |||||||
EBITDA trigger | $ | $ 238,000 | |||||||
Block 2 Opal Earnout Shares | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Contingent consideration (in shares) | 5,000,000 | |||||||
EBITDA trigger | $ | $ 446,000 | |||||||
PIPE Investors | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 11,080,600 | |||||||
ARCC Beacon LLC ("Ares") | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 3,059,533 | |||||||
Opal Fuels Stockholders | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 144,399,037 | |||||||
Meteora | Forward Purchase Agreement | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Contingent consideration, escrow | $ | $ 20,040 | |||||||
Contingent consideration (in shares) | 2,000,000 | |||||||
Contingent consideration, price (in dollars per share) | $ / shares | $ 10.02 | |||||||
Contingent consideration period | 6 months | |||||||
Contingent consideration shares sold (in shares) | 340,000 | 340,000 | 340,000 | |||||
Class D common stock | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock conversion rate | 1 | 1 | 1 | |||||
Common stock, number of votes per share | vote | 5 | 5 | 5 | 5 | ||||
Common stock, shares outstanding (in shares) | 144,399,037 | 144,399,037 | 144,399,037 | 144,399,037 | 144,399,037 | |||
Class D common stock | Opal Fuels | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Stock issued (in shares) | 144,399,037 | |||||||
Class D common stock | Opal Fuels Stockholders | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Stock issued (in shares) | 144,399,037 | |||||||
Class A common stock | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, number of votes per share | vote | 1 | 1 | 1 | |||||
Common stock, shares outstanding (in shares) | 25,671,390 | 25,671,390 | 25,671,390 | 25,671,390 | 0 | |||
Class A common stock | PIPE Investors | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Stock issued (in shares) | 11,080,600 | |||||||
Sales price (in dollars per share) | $ / shares | $ 10 | |||||||
Class A common stock | ARCC Beacon LLC ("Ares") | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Stock issued (in shares) | 3,059,533 | |||||||
Class A common stock | Meteora | Forward Purchase Agreement | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 2,000,000 | |||||||
ArcLight Class A Common STock | Meteora | Forward Purchase Agreement | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Stock issued (in shares) | 2,000,000 | |||||||
ArcLight Clean Transition Corp II ("Arclight") | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Transaction costs | $ | $ 9,700 | |||||||
ArcLight Clean Transition Corp II ("Arclight") | Class B Ordinary Share | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Common stock conversion rate | 1 | |||||||
ArcLight Clean Transition Corp II ("Arclight") | Class A Ordinary Share | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Common stock conversion rate | 1 | |||||||
Opal Fuels | Class B Ordinary Share | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Stock issued (in shares) | 144,399,037 | |||||||
Opal Fuels | Class A common stock | ||||||||
Reverse Recapitalization [Line Items] | ||||||||
Stock issued (in shares) | 25,671,390 |
Business Combination - Cash Pro
Business Combination - Cash Proceeds Reconciliation (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Jul. 21, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |||
Cash proceeds from Arclight, net of redemptions | $ 17,775 | ||
Cash proceeds from PIPE investors | 110,806 | ||
Cash in escrow account for the Forward Purchase Agreement | 20,040 | ||
Less: transaction costs and under writing fees paid | (9,771) | ||
Cash acquired from Business Combination | 138,850 | $ 138,850 | $ 0 |
Less: warrant liabilities | (13,524) | ||
Less: earnout liabilities | (45,900) | ||
Less: put option with Meteora | (4,600) | ||
Less: Deferred financing costs recorded in additional paid-in-capital (2) | (6,569) | ||
Net cash from Business Combination recorded in Stockholders' equity | $ 68,257 |
Business Combination - Common S
Business Combination - Common Stock Outstanding (Details) - shares | Jul. 21, 2022 | Jul. 20, 2022 |
Reverse Recapitalization [Line Items] | ||
Common stock, shares outstanding (in shares) | 170,070,427 | 25,671,390 |
Contingent consideration (in shares) | 10,000,000 | |
Sponsor Letter Agreement | ||
Reverse Recapitalization [Line Items] | ||
Contingent consideration (in shares) | 763,908 | |
Stockholders Excluding Opal Fuels Stockholders | ||
Reverse Recapitalization [Line Items] | ||
Common stock, shares outstanding (in shares) | 25,671,390 | |
Public Stockholders | ||
Reverse Recapitalization [Line Items] | ||
Common stock, shares outstanding (in shares) | 1,752,181 | |
Sponsor | ||
Reverse Recapitalization [Line Items] | ||
Common stock, shares outstanding (in shares) | 7,779,076 | |
PIPE Investors | ||
Reverse Recapitalization [Line Items] | ||
Common stock, shares outstanding (in shares) | 11,080,600 | |
Forward Purchase Agreement | ||
Reverse Recapitalization [Line Items] | ||
Common stock, shares outstanding (in shares) | 2,000,000 | |
ARCC Beacon LLC ("Ares") | ||
Reverse Recapitalization [Line Items] | ||
Common stock, shares outstanding (in shares) | 3,059,533 | |
Opal Fuels Stockholders | ||
Reverse Recapitalization [Line Items] | ||
Common stock, shares outstanding (in shares) | 144,399,037 |
Investments in Other Entities -
Investments in Other Entities - Summary of Equity Method Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | |||
Total investment in other entities | $ 48,708 | $ 47,150 | |
Pine Bend | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 50% | ||
Total investment in other entities | $ 20,730 | 21,188 | |
Noble Road | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 50% | ||
Total investment in other entities | $ 24,053 | 24,516 | |
GREP | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 20% | 20% | |
Total investment in other entities | $ 3,925 | $ 1,446 |
Investments in Other Entities_2
Investments in Other Entities - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 15, 2022 | Aug. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Note receivable | $ 0 | $ 0 | $ 9,200 | ||||
Proceeds from notes receivable | $ 11,555 | ||||||
Proceeds received from paid-in-kind interest | 701 | 288 | |||||
Proceeds from prepayment of penalty | $ 545 | ||||||
Gain on redemption of Note receivable | 1,943 | $ 0 | 1,943 | $ 0 | |||
Decrease in interest and financing expense | 95 | 841 | |||||
Note receivable - variable fee component | 1,865 | 1,865 | $ 1,656 | ||||
Reynolds | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage of ownership interest acquired | 100% | ||||||
Reynolds | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Note receivable | $ 10,450 | ||||||
Interest rate of note receivable | 12.50% | ||||||
Percentage of note receivable payable in cash | 8% | ||||||
Payment-in-kind interest of equity method investment | 4.50% | ||||||
Decrease in interest and financing expense | $ 73 | $ 136 | |||||
Percentage of revenue based distributions of note receivable | 4.25% | ||||||
Maximum amount of revenue based distributions over term of debt | $ 4,500 | ||||||
Note receivable - variable fee component | $ 1,538 |
Investments in Other Entities_3
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | $ 66,550 | $ 47,184 | $ 168,814 | $ 104,968 |
Net loss | 5,369 | 773 | 560 | 18,950 |
Net income from equity method investments | 3,694 | 0 | 3,658 | 2,392 |
Equity Method Investment(s) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | 42,158 | 0 | 47,247 | 14,181 |
Gross profit | 33,053 | 0 | 34,665 | 6,459 |
Net loss | 31,356 | $ 0 | 29,615 | $ 5,400 |
GREP | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Realized gain from commodity swap contracts | $ 32,796 | $ 32,796 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, Net - Summary of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 347,831 | $ 259,480 |
Less: accumulated depreciation | (97,476) | (89,710) |
Property, plant, and equipment, net | 250,355 | 169,770 |
Plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 203,382 | 161,387 |
CNG/RNG fueling stations | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 34,494 | 27,892 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 102,205 | 62,616 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,585 | 2,544 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,303 | 1,303 |
Service equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,692 | 1,521 |
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 | 313 | 407 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 307 | 302 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 277 | 277 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 458 | $ 416 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 8,986 | $ 6,163 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 11,449 | $ 11,449 |
Accumulated Amortization | (9,183) | (8,588) |
Intangible Assets, Net | 2,266 | 2,861 |
Power purchase agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 8,999 | 8,999 |
Accumulated Amortization | (7,436) | (6,986) |
Intangible Assets, Net | $ 1,563 | $ 2,013 |
Weighted Average Amortization Period (Years) | 18 years 1 month 6 days | 18 years 1 month 6 days |
Transmission/distribution interconnection | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,600 | $ 1,600 |
Accumulated Amortization | (945) | (865) |
Intangible Assets, Net | $ 655 | $ 735 |
Weighted Average Amortization Period (Years) | 15 years 1 month 6 days | 15 years 1 month 6 days |
CNG sales contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 807 | $ 807 |
Accumulated Amortization | (779) | (719) |
Intangible Assets, Net | $ 28 | $ 88 |
Weighted Average Amortization Period (Years) | 10 years | 10 years |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 43 | $ 43 |
Accumulated Amortization | (23) | (18) |
Intangible Assets, Net | $ 20 | $ 25 |
Weighted Average Amortization Period (Years) | 5 years | 5 years |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Municipality loan | $ 121 | $ 194 | |
Amortization expense | 595 | $ 346 | |
Municipality loan | |||
Finite-Lived Intangible Assets [Line Items] | |||
Municipality loan | $ 121 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Three months ended December 31, 2022 | $ 198 | |
2023 | 465 | |
2024 | 275 | |
2025 | 266 | |
2026 | 238 | |
Thereafter | 824 | |
Intangible Assets, Net | $ 2,266 | $ 2,861 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | Sep. 30, 2022 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 |
Borrowings - Schedule of Borrow
Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Non-current borrowings | $ 82,896 | $ 134,083 |
Sunoma Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 23,000 | 17,524 |
Less: unamortized debt issuance costs | (920) | (569) |
Less: current portion | 0 | (756) |
Non-current borrowings | 22,080 | 16,199 |
Convertible Note Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 27,964 | 58,710 |
Less: current portion | (27,964) | 0 |
Non-current borrowings | 0 | 58,710 |
Municipality Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 121 | 278 |
Less: current portion | (121) | (194) |
Non-current borrowings | 0 | 84 |
OPAL Term Loan | OPAL Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 91,223 | 75,000 |
Less: unamortized debt issuance costs | (1,975) | (2,485) |
Less: current portion | (28,432) | (13,425) |
Non-current borrowings | 60,816 | 59,090 |
OPAL Term Loan | Senior Secured Credit Facility, term loan | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 70,179 | 73,869 |
Less: unamortized debt issuance costs | 0 | (724) |
Less: current portion | (70,179) | (73,145) |
Non-current borrowings | 0 | 0 |
Letter of Credit | Senior Secured Credit Facility, working capital facility | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 7,500 | 7,500 |
Less: current portion | (7,500) | (7,500) |
Non-current borrowings | $ 0 | $ 0 |
Borrowings - Schedule of Princi
Borrowings - Schedule of Principal Maturities of Debt (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
Three months ending December 31, 2022 | $ 113,331 |
2023 | 28,751 |
2024 | 31,544 |
2025 | 31,938 |
2026 | 3,801 |
2027 | 10,622 |
Total | 219,987 |
Senior Secured Credit Facility | |
Debt Instrument [Line Items] | |
Three months ending December 31, 2022 | 77,679 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Total | 77,679 |
OPAL Term Loan | OPAL Term Loan | |
Debt Instrument [Line Items] | |
Three months ending December 31, 2022 | 7,633 |
2023 | 27,732 |
2024 | 27,732 |
2025 | 28,126 |
2026 | 0 |
2027 | 0 |
Total | 91,223 |
Sunoma Loan | |
Debt Instrument [Line Items] | |
Three months ending December 31, 2022 | |
2023 | 953 |
2024 | 3,812 |
2025 | 3,812 |
2026 | 3,801 |
2027 | 10,622 |
Total | 23,000 |
Convertible Note Payable | |
Debt Instrument [Line Items] | |
Three months ending December 31, 2022 | 27,964 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | |
2027 | 0 |
Total | 27,964 |
Municipality Loan | |
Debt Instrument [Line Items] | |
Three months ending December 31, 2022 | 55 |
2023 | 66 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Total | $ 121 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||||||||||||||||||||
Oct. 12, 2022 USD ($) | Aug. 05, 2022 | Aug. 04, 2022 USD ($) | Jul. 21, 2022 | Jul. 19, 2022 USD ($) | Oct. 22, 2021 USD ($) facility | Oct. 08, 2021 USD ($) | Sep. 27, 2021 USD ($) | Aug. 27, 2020 USD ($) | Sep. 21, 2015 USD ($) | Oct. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jul. 31, 2022 USD ($) shares | Mar. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Oct. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) facility | Sep. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 29, 2022 USD ($) | Aug. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 01, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Repayment of Senior Secured Credit Facility | $ 3,674 | $ 3,835 | |||||||||||||||||||||||
Cash dividends received | 126 | 139 | |||||||||||||||||||||||
Long-term asset | $ 489 | $ 489 | 489 | $ 489 | |||||||||||||||||||||
Proceeds from OPAL Term Loan | 27,500 | 0 | |||||||||||||||||||||||
Convertible Note Payable | 27,964 | 27,964 | 27,964 | 0 | |||||||||||||||||||||
Change in fair value of Convertible Note Payable | (151) | 2,250 | |||||||||||||||||||||||
Loan outstanding | 219,987 | 219,987 | 219,987 | ||||||||||||||||||||||
Senior Secured Credit Facility | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 150,000 | ||||||||||||||||||||||||
Repayment of Senior Secured Credit Facility | $ 14,300 | ||||||||||||||||||||||||
Minimum required debt service coverage ratio | 100% | 110% | |||||||||||||||||||||||
Increase to interest rate of credit facility | 0.25% | ||||||||||||||||||||||||
Outstanding letters of credit | 7,971 | 7,971 | 7,971 | 7,823 | |||||||||||||||||||||
Interest expense | 1,100 | $ 716 | 2,540 | 2,050 | |||||||||||||||||||||
Loan outstanding | 77,679 | $ 77,679 | $ 77,679 | ||||||||||||||||||||||
Weighed average effective interest rate | 6.80% | 5.40% | |||||||||||||||||||||||
Senior Secured Credit Facility | Minimum | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest rate during period | 3.14% | 3.14% | |||||||||||||||||||||||
Senior Secured Credit Facility | Maximum | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest rate during period | 3.26% | 3.26% | |||||||||||||||||||||||
Senior Secured Credit Facility | LIBOR | Variable Rate, Fixed Margin, Period One | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Basis spread on permanent loan | 2.75% | ||||||||||||||||||||||||
Senior Secured Credit Facility | LIBOR | Variable Rate, Fixed Margin, Period Two | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Basis spread on permanent loan | 3% | ||||||||||||||||||||||||
Senior Secured Credit Facility | LIBOR | Variable Rate, Fixed Margin, Period Three | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Basis spread on permanent loan | 3.25% | ||||||||||||||||||||||||
Sunoma Loan | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 20,000 | ||||||||||||||||||||||||
Debt outstanding | 23,000 | $ 23,000 | $ 23,000 | 17,524 | |||||||||||||||||||||
Minimum required debt service coverage ratio | 125% | ||||||||||||||||||||||||
Maximum debt to worth ratio | 500% | ||||||||||||||||||||||||
Minimum current ratio | 100% | ||||||||||||||||||||||||
Interest expense | 424 | 0 | 1,335 | 0 | |||||||||||||||||||||
Loan outstanding | 23,000 | $ 23,000 | $ 23,000 | ||||||||||||||||||||||
Interest rate during period | 7.81% | 9% | |||||||||||||||||||||||
Sunoma Loan | Minimum | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Effective interest rate | 7.75% | ||||||||||||||||||||||||
Sunoma Loan | Sunoma | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Financing fees paid | $ 635 | ||||||||||||||||||||||||
Sunoma Loan | Prime Rate | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Basis spread on permanent loan | 3.50% | ||||||||||||||||||||||||
Permanent Loan | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 23,000 | ||||||||||||||||||||||||
Interest rate on loan | 7.68% | ||||||||||||||||||||||||
Payment of quarterly amortization | $ 954 | ||||||||||||||||||||||||
Payment of interest and debt reserve accounts | $ 3,482 | ||||||||||||||||||||||||
Secured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Interest expense | $ 1,107 | 0 | $ 2,850 | 0 | |||||||||||||||||||||
Convertible Note Payable | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 50 | ||||||||||||||||||||||||
Debt outstanding | $ 27,964 | $ 27,964 | $ 27,964 | 58,710 | |||||||||||||||||||||
Interest rate on loan | 8% | 8% | 8% | 8% | |||||||||||||||||||||
Percentage of notes converted | 50% | ||||||||||||||||||||||||
Redeemed outstanding debt | $ 30,595 | ||||||||||||||||||||||||
Fair value of debt | $ 55,410 | ||||||||||||||||||||||||
Change in fair value of Convertible Note Payable | $ (2,261) | 1,362 | $ (151) | 2,250 | |||||||||||||||||||||
Prepayment penalty percentage | 10% | ||||||||||||||||||||||||
Interest expense | 1,362 | $ 2,250 | 2,250 | ||||||||||||||||||||||
Interest expense, net of pre-payment penalty | 2,906 | ||||||||||||||||||||||||
Loan outstanding | $ 27,964 | 27,964 | 27,964 | ||||||||||||||||||||||
Convertible Note Payable | Class A common stock | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Shares issued upon conversion (in shares) | shares | 3,059,533 | ||||||||||||||||||||||||
Municipality loan | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt outstanding | $ 121 | $ 121 | $ 121 | 278 | |||||||||||||||||||||
Interest rate on loan | 3% | 3% | 3% | ||||||||||||||||||||||
Interest expense | $ 1 | $ 2 | $ 3 | $ 7 | |||||||||||||||||||||
Payments | 1,600 | ||||||||||||||||||||||||
Loan outstanding | $ 121 | $ 121 | $ 121 | ||||||||||||||||||||||
Weighed average effective interest rate | 3% | 3% | |||||||||||||||||||||||
Senior Secured Credit Facility - Debt Reserve And Liquidity Facility | Senior Secured Credit Facility | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 6,000 | ||||||||||||||||||||||||
OPAL Term Loan | Secured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 125,000 | $ 105,000 | |||||||||||||||||||||||
Debt outstanding | 91,223 | $ 91,223 | $ 91,223 | 75,000 | |||||||||||||||||||||
Amount remaining to be borrowed under term loan | 90,000 | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||
Additional borrowing capacity | $ 35,000 | ||||||||||||||||||||||||
Proceeds from OPAL Term Loan | 12,500 | $ 15,000 | $ 75 | 12,500 | |||||||||||||||||||||
Maximum leverage ratio | 4 | ||||||||||||||||||||||||
Loan outstanding | 91,223 | $ 91,223 | $ 91,223 | ||||||||||||||||||||||
Weighed average effective interest rate | 6.40% | 5.20% | |||||||||||||||||||||||
OPAL Term Loan | Secured Debt | Subsequent Event | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Amount remaining to be borrowed under term loan | $ 10,000 | ||||||||||||||||||||||||
Proceeds from OPAL Term Loan | $ 12,500 | $ 12,500 | |||||||||||||||||||||||
OPAL Term Loan | Secured Debt | Debt Instrument, Covenant, Period One | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Minimum liquidity | $ 15,000 | ||||||||||||||||||||||||
OPAL Term Loan | Secured Debt | Debt Instrument, Covenant, Period Two | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Minimum liquidity | $ 10,000 | ||||||||||||||||||||||||
OPAL Term Loan | Secured Debt | RNG fuel | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Number of non-operational facilities | facility | 3 | ||||||||||||||||||||||||
Number of operational projects | facility | 1 | ||||||||||||||||||||||||
OPAL Term Loan | Secured Debt | OPAL Intermediate Holdco | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Percentage to be repaid | 1.79% | ||||||||||||||||||||||||
Repayments of loan | $ 1,611 | ||||||||||||||||||||||||
Additional period payment | 700 | ||||||||||||||||||||||||
OPAL Term Loan | Secured Debt | SOFR | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Basis spread on permanent loan | 3% | ||||||||||||||||||||||||
Opal A-2 Term Loans | Secured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Maximum borrowing capacity under extended term | $ 25,000 | ||||||||||||||||||||||||
Opal A-2 Term Commitments | Secured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Maximum borrowing capacity under extended term | $ 10,000 | ||||||||||||||||||||||||
Opal Term Loan II | Secured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Financing fees paid | $ 2,200 | ||||||||||||||||||||||||
Third party fees | $ 1,322 | ||||||||||||||||||||||||
Loan outstanding | 0 | $ 0 | $ 0 | ||||||||||||||||||||||
Opal Term Loan II | Secured Debt | SOFR | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Basis spread on permanent loan | 3.75% | 3.50% | |||||||||||||||||||||||
Opal Term Loan II, Delayed Term Loan Facility ("DDTL") | Secured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 100,000 | ||||||||||||||||||||||||
Term of loan (in years) | 2 years | ||||||||||||||||||||||||
Payments on aggregate principal amount (percentage) | 2.50% | ||||||||||||||||||||||||
Opal Term Loan II, Debt Service Reserve ("DSR") Facility | Secured Debt | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 5,000 | ||||||||||||||||||||||||
Secured Debt | Senior Secured Credit Facility, term loan | Senior Secured Credit Facility | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Aggregate principal amount | $ 125,000 | ||||||||||||||||||||||||
Debt outstanding | 70,179 | $ 70,179 | $ 70,179 | 73,869 | |||||||||||||||||||||
Secured Debt | Senior Secured Credit Facility, term loan | Senior Secured Credit Facility | FM3 | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Percentage to be repaid | 1% | ||||||||||||||||||||||||
Repayments of loan | $ 125,000 | ||||||||||||||||||||||||
Secured Debt | Senior Secured Credit Facility, working capital facility | Senior Secured Credit Facility | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Commitment fee on unused portion | 0.75% | 0.75% | |||||||||||||||||||||||
Letter of Credit | Senior Secured Credit Facility, working capital facility | Senior Secured Credit Facility | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Revolving credit arrangement borrowing capacity | 19,000 | ||||||||||||||||||||||||
Repayment of Senior Secured Credit Facility | $ 5,182 | ||||||||||||||||||||||||
Debt outstanding | 7,500 | $ 7,500 | $ 7,500 | 7,500 | |||||||||||||||||||||
Reduction to amount borrowed | $ 7,500 | ||||||||||||||||||||||||
Reduction to amount borrowed (in consecutive business days) | 10 days | ||||||||||||||||||||||||
Senior Secured Credit Facility, term loan | $ 7,500 | $ 7,500 | $ 7,500 | $ 7,500 | |||||||||||||||||||||
Commitment fee on unused portion | 0.75% | ||||||||||||||||||||||||
Revolving Credit Facility | TruStar Revolver Credit Facility Effective September 2021 | Line of Credit | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Revolving credit arrangement borrowing capacity | $ 10,000 | ||||||||||||||||||||||||
Interest rate during period | 1.52% | ||||||||||||||||||||||||
Revolving Credit Facility | TruStar Revolver Credit Facility Effective September 2021 | Line of Credit | LIBOR | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Basis spread on permanent loan | 1% |
Borrowings - Schedule of Intere
Borrowings - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | |||||
Convertible note payable mark-to-market | $ (151) | $ 2,250 | |||
Commitment fees and other finance fees | $ 401 | $ 99 | 605 | 378 | |
Amortization of deferred financing cost | 616 | 201 | 1,514 | 678 | |
Interest income on loan receivable | (612) | (194) | (1,512) | (206) | |
Total interest expense | 776 | 2,354 | 7,184 | 5,659 | |
Senior Secured Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Interest expense | 1,100 | 716 | 2,540 | 2,050 | |
Municipality loan | |||||
Debt Instrument [Line Items] | |||||
Interest expense | 1 | 2 | 3 | 7 | |
Convertible Notes Payable Mark-to-Market | |||||
Debt Instrument [Line Items] | |||||
Interest expense | 1,362 | $ 2,250 | 2,250 | ||
Convertible note payable mark-to-market | (2,261) | 1,362 | (151) | 2,250 | |
Sunoma loan | |||||
Debt Instrument [Line Items] | |||||
Interest expense | 424 | 0 | 1,335 | 0 | |
Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Interest expense | 1,107 | 0 | 2,850 | 0 | |
TruStar revolver credit facility | Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $ 0 | $ 168 | $ 0 | $ 502 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2018 | |
Operating Leased Assets [Line Items] | |||||
Rent expense | $ 359 | $ 201 | $ 1,050 | $ 604 | |
Office and Warehouse Space | |||||
Operating Leased Assets [Line Items] | |||||
Term (in months) | 36 months | ||||
Additional renewal option (in months) | 24 months | ||||
Vehicles | Minimum | |||||
Operating Leased Assets [Line Items] | |||||
Term (in months) | 48 months | 48 months | |||
Vehicles | Maximum | |||||
Operating Leased Assets [Line Items] | |||||
Term (in months) | 60 months | 60 months |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
Three months ending December 31, 2022 | $ 228 |
2023 | 987 |
2024 | 937 |
2025 | 852 |
2026 | 183 |
Total future minimum lease payments | $ 3,187 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Fair Value Measurements - Narrative (Details) | 1 Months Ended | 9 Months Ended | ||||||||
Dec. 31, 2018 MWh | Sep. 30, 2022 USD ($) yr $ / shares | Aug. 31, 2022 USD ($) interestRateSwap | Aug. 16, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 27, 2021 uSDPerMegawatt-Hour | Oct. 28, 2021 uSDPerMegawatt-Hour | Dec. 31, 2020 | Nov. 30, 2019 uSDPerMegawatt-Hour | Dec. 14, 2018 uSDPerMegawatt-Hour | |
Derivative [Line Items] | ||||||||||
Long-term debt, excluding current portion | $ | $ 82,896,000 | $ 134,083,000 | ||||||||
Warrants redemption price (in dollars per share) | $ 0.10 | |||||||||
Volume weighted average closing price, period | 20 days | |||||||||
Volume weighted average closing price (in dollars per share) | $ 9.68 | |||||||||
Sponsor Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants expiration period | 5 years | |||||||||
OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants expiration period | 2 years | |||||||||
Put option with Meteora | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants expiration period | 6 months | |||||||||
Share price | Sponsor Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 8.28 | |||||||||
Share price | OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 8.28 | |||||||||
Share price | Put option with Meteora | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 8.28 | |||||||||
Expected volatility | Sponsor Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0.65 | |||||||||
Expected volatility | OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0.60 | |||||||||
Expected volatility | Put option with Meteora | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0.80 | |||||||||
Risk free interest rate | Sponsor Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0.041 | |||||||||
Risk free interest rate | OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0.042 | |||||||||
Risk free interest rate | Put option with Meteora | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0.035 | |||||||||
Expected term | Sponsor Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | yr | 4.8 | |||||||||
Expected term | OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | yr | 2.2 | |||||||||
Expected term | Put option with Meteora | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | yr | 0.3 | |||||||||
Dividend yield | Sponsor Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0 | |||||||||
Dividend yield | OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0 | |||||||||
Dividend yield | Put option with Meteora | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0 | |||||||||
Weighted average cost of capital | OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0.16 | |||||||||
Minimum | ||||||||||
Derivative [Line Items] | ||||||||||
Closing share price (in dollars per share) | $ 10 | |||||||||
Minimum | Discount rate | Level 3 | ||||||||||
Derivative [Line Items] | ||||||||||
Asset retirement obligation, measurement input | 0.0575 | |||||||||
Minimum | Discount rate | Level 3 | Convertible Note Payable | ||||||||||
Derivative [Line Items] | ||||||||||
Debt, measurement input | 0.070 | |||||||||
Maximum | ||||||||||
Derivative [Line Items] | ||||||||||
Closing share price (in dollars per share) | $ 18 | |||||||||
Maximum | Discount rate | Level 3 | ||||||||||
Derivative [Line Items] | ||||||||||
Asset retirement obligation, measurement input | 0.085 | |||||||||
Maximum | Discount rate | Level 3 | Convertible Note Payable | ||||||||||
Derivative [Line Items] | ||||||||||
Debt, measurement input | 0.075 | |||||||||
Interest rate swaps | ||||||||||
Derivative [Line Items] | ||||||||||
Average fixed rate | 2.50% | 2.38% | ||||||||
Number of derivative instruments held | interestRateSwap | 2 | |||||||||
Notional Amount | $ | $ 61,926,000 | $ 61,926,000 | 0 | |||||||
Fixed rate | 2.47% | |||||||||
Collateral balances with counterparties outstanding | $ | $ 0 | $ 0 | ||||||||
Interest rate swaps | Cash Flow Hedging | ||||||||||
Derivative [Line Items] | ||||||||||
Number of derivative instruments held | interestRateSwap | 2 | |||||||||
Interest rate swaption | ||||||||||
Derivative [Line Items] | ||||||||||
Notional Amount | $ | $ 13,074,000 | |||||||||
Fixed rate | 2.32% | |||||||||
Commodity swap contracts | ||||||||||
Derivative [Line Items] | ||||||||||
Minimum output (in MWh per year) | MWh | 34,554 | |||||||||
Average Contract Price (per MWh) | uSDPerMegawatt-Hour | 50.75 | 48.75 | 66.12 | |||||||
Commodity swap contracts | Minimum | ||||||||||
Derivative [Line Items] | ||||||||||
Average Contract Price (per MWh) | uSDPerMegawatt-Hour | 35.75 | |||||||||
Commodity swap contracts | Maximum | ||||||||||
Derivative [Line Items] | ||||||||||
Average Contract Price (per MWh) | uSDPerMegawatt-Hour | 51.25 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Fair Value Measurements - Interest Rate Swaps (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Aug. 31, 2022 | Dec. 31, 2021 |
Interest rate swaps | |||
Derivative [Line Items] | |||
Fixed rate | 2.47% | ||
Notional Amount | $ 61,926 | $ 61,926 | $ 0 |
Interest rate swap 1 | |||
Derivative [Line Items] | |||
Fixed rate | 2.47% | ||
Notional Amount | $ 41,284 | 0 | |
Interest rate swap 2 | |||
Derivative [Line Items] | |||
Fixed rate | 2.47% | ||
Notional Amount | $ 20,642 | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments and Fair Value Measurements - Derivatives Fair Values on Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities) | $ 1,397 | $ (992) |
Swaption | Derivatives designated as economic hedges: | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 246 | 0 |
Interest rate swaps | Derivatives designated as economic hedges: | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | (38) | (992) |
Interest rate swaps | Derivatives designated as cash flow hedges: | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 1,189 | $ 0 |
Derivative Financial Instrume_6
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net periodic settlements | $ (1,631) | $ (2,149) | $ (677) | $ (1,279) |
Change in fair value of derivative instruments, net | 195 | (27) | 523 | (10) |
Derivatives designated as economic hedges: | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Commodity swaps - realized loss | (744) | (328) | (931) | 169 |
Commodity swaps - unrealized gain (loss) | 161 | (895) | (775) | (2,824) |
Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Interest rate swaps | 1,580 | 2,122 | 954 | 1,269 |
Swaption | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Interest rate swaps | 246 | 0 | 246 | 0 |
Commodity swap contracts | Derivatives designated as economic hedges: | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Change in fair value of derivative instruments, net | $ (583) | $ (1,223) | $ (1,706) | $ (2,655) |
Derivative Financial Instrume_7
Derivative Financial Instruments and Fair Value Measurements - Fair Value of Derivative Instruments on Balance Sheet and Effect of Netting Arrangements (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Gross Amounts of Recognized Assets | $ 1,435 | |
Gross Amounts Offset in the Balance Sheet | 0 | |
Net Amounts of Assets in the Balance Sheet | 1,435 | |
Derivative financial assets, current portion | 1,435 | $ 382 |
Derivative financial liability, current portion | (4,648) | (992) |
Interest rate swaps | ||
Derivative [Line Items] | ||
Gross Amounts of Recognized Assets | 1,189 | |
Gross Amounts Offset in the Balance Sheet | 0 | |
Net Amounts of Assets in the Balance Sheet | 1,189 | |
Gross Amounts of Recognized (Liabilities) | (992) | |
Gross Amounts Offset in the Balance Sheet | 0 | |
Net Amounts of (Liabilities) in the Balance Sheet | (992) | |
Swaption | ||
Derivative [Line Items] | ||
Gross Amounts of Recognized Assets | 246 | |
Gross Amounts Offset in the Balance Sheet | 0 | |
Net Amounts of Assets in the Balance Sheet | 246 | |
Commodity swap contracts | Derivatives designated as economic hedges: | ||
Derivative [Line Items] | ||
Derivative financial assets, current portion | 0 | 382 |
Derivative financial liability, current portion | $ (394) | $ 0 |
Derivative Financial Instrume_8
Derivative Financial Instruments and Fair Value Measurements - Summary of Commodity Swaps (Details) - Commodity swap contracts | 12 Months Ended | 14 Months Ended | 45 Months Ended | |||
Dec. 31, 2022 MWh | Dec. 31, 2022 MWh | Sep. 30, 2022 MWh | Dec. 27, 2021 uSDPerMegawatt-Hour | Oct. 28, 2021 uSDPerMegawatt-Hour | Dec. 14, 2018 uSDPerMegawatt-Hour | |
Derivative [Line Items] | ||||||
Notional Quantity per Year (“MWh”) | 34,554 | |||||
Average Contract Price (per MWh) | uSDPerMegawatt-Hour | 50.75 | 48.75 | 66.12 | |||
Forecast | ||||||
Derivative [Line Items] | ||||||
Notional Quantity per Year (“MWh”) | 26,280 | 30,660 |
Derivative Financial Instrume_9
Derivative Financial Instruments and Fair Value Measurements - Other Derivative Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | $ 195 | $ (27) | $ 523 | $ (10) |
Other Derivatives | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | (2,103) | 0 | (2,103) | 0 |
Put option to Meteora | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | 384 | 0 | 384 | 0 |
Sponsor Earnout Awards | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | 1,100 | 0 | 1,100 | 0 |
OPAL Earnout Awards | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | 5,300 | 0 | 5,300 | 0 |
Public Warrants | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | (3,578) | 0 | (3,578) | 0 |
Private Warrants | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | $ (5,309) | $ 0 | $ (5,309) | $ 0 |
Derivative Financial Instrum_10
Derivative Financial Instruments and Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Asset retirement obligation | $ 5,968 | $ 5,738 |
Fair Value, Recurring | ||
Liabilities: | ||
Asset retirement obligation | 5,968 | 5,738 |
Contingent consideration on acquisition of non-controlling interest | 4,456 | |
Convertible Note Payable | 27,964 | 58,710 |
Earnout liabilities | 39,500 | |
Fair Value, Recurring | Put option with Meteora | ||
Liabilities: | ||
Derivative liabilities | 4,216 | |
Fair Value, Recurring | Interest rate swaps | ||
Liabilities: | ||
Derivative liabilities | 38 | 992 |
Assets: | ||
Derivative assets | 1,189 | |
Fair Value, Recurring | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 394 | |
Assets: | ||
Derivative assets | 382 | |
Fair Value, Recurring | Derivative warrant liabilities | ||
Liabilities: | ||
Derivative liabilities | 22,410 | |
Fair Value, Recurring | Swaption asset | ||
Assets: | ||
Derivative assets | 246 | |
Fair Value, Recurring | Level 1 | ||
Liabilities: | ||
Asset retirement obligation | 0 | 0 |
Contingent consideration on acquisition of non-controlling interest | 0 | |
Convertible Note Payable | 0 | 0 |
Earnout liabilities | 0 | |
Fair Value, Recurring | Level 1 | Put option with Meteora | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value, Recurring | Level 1 | Interest rate swaps | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Assets: | ||
Derivative assets | 0 | |
Fair Value, Recurring | Level 1 | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Assets: | ||
Derivative assets | 0 | |
Fair Value, Recurring | Level 1 | Derivative warrant liabilities | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value, Recurring | Level 1 | Swaption asset | ||
Assets: | ||
Derivative assets | 0 | |
Fair Value, Recurring | Level 2 | ||
Liabilities: | ||
Asset retirement obligation | 0 | 0 |
Contingent consideration on acquisition of non-controlling interest | 0 | |
Convertible Note Payable | 0 | 0 |
Earnout liabilities | 0 | |
Fair Value, Recurring | Level 2 | Put option with Meteora | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value, Recurring | Level 2 | Interest rate swaps | ||
Liabilities: | ||
Derivative liabilities | 38 | 992 |
Assets: | ||
Derivative assets | 1,189 | |
Fair Value, Recurring | Level 2 | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 394 | |
Assets: | ||
Derivative assets | 382 | |
Fair Value, Recurring | Level 2 | Derivative warrant liabilities | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value, Recurring | Level 2 | Swaption asset | ||
Assets: | ||
Derivative assets | 246 | |
Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Asset retirement obligation | 5,968 | 5,738 |
Contingent consideration on acquisition of non-controlling interest | 4,456 | |
Convertible Note Payable | 27,964 | 58,710 |
Earnout liabilities | 39,500 | |
Fair Value, Recurring | Level 3 | Put option with Meteora | ||
Liabilities: | ||
Derivative liabilities | 4,216 | |
Fair Value, Recurring | Level 3 | Interest rate swaps | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Assets: | ||
Derivative assets | 0 | |
Fair Value, Recurring | Level 3 | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Assets: | ||
Derivative assets | $ 0 | |
Fair Value, Recurring | Level 3 | Derivative warrant liabilities | ||
Liabilities: | ||
Derivative liabilities | 22,410 | |
Fair Value, Recurring | Level 3 | Swaption asset | ||
Assets: | ||
Derivative assets | $ 0 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | |||||
Nov. 29, 2021 USD ($) subsidiary shares | Dec. 31, 2020 USD ($) | Aug. 31, 2021 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Apr. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||||
Contributions from members | $ 0 | $ 7,919 | |||||||
Distributions to members | 0 | (3,695) | |||||||
Income from equity method investments | $ 3,694 | $ 0 | 3,658 | 2,392 | |||||
Accounts payable, related party | 489 | 489 | $ 166 | ||||||
Reynolds | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of ownership interest acquired | 100% | ||||||||
Cash payments | $ 12,020 | ||||||||
Parent Company | |||||||||
Related Party Transaction [Line Items] | |||||||||
Contributions from members | 0 | 7,919 | |||||||
Distributions to members | 0 | (3,695) | |||||||
Parent Company | Fortistar | Administrative Services Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Service fees per year | $ 580 | ||||||||
Affiliated Entity | Hillman | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common units, shares issued (in shares) | shares | 14 | ||||||||
Total consideration from related parties | $ 30,000 | ||||||||
Affiliated Entity | Reynolds | GREP | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cash consideration | $ 1,570 | ||||||||
Affiliated Entity | Beacon | Environmental Processing Fees | |||||||||
Related Party Transaction [Line Items] | |||||||||
Environmental processing fee | $ 632 | ||||||||
Affiliated Entity | Noble Road | Environmental Processing Fees | |||||||||
Related Party Transaction [Line Items] | |||||||||
Environmental processing fee | 80 | $ 0 | 322 | $ 0 | |||||
Affiliated Entity | Costar | Management Services Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Transaction costs | 1,518 | 1,518 | |||||||
Deferred financing costs | $ 26 | $ 26 | |||||||
GREP | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of ownership | 20% | 20% | 20% | ||||||
Income from equity method investments | $ 3,034 | $ 2,478 | |||||||
GREP | BioTown Biogas LLC (“Biotown”) | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of ownership | 50% | ||||||||
RNG fuel | Hillman | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of noncontrolling interests in renewable natural gas project subsidiaries | subsidiary | 4 | ||||||||
Series A-1 preferred units | Affiliated Entity | Hillman | |||||||||
Related Party Transaction [Line Items] | |||||||||
Preferred units, shares issued (in shares) | shares | 300,000 | ||||||||
Paid-in-kind dividends issued and outstanding units | $ 2,658 | $ 5,093 | |||||||
Common Class B | Affiliated Entity | Reynolds | GREP | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity investment held (in shares) | shares | 1,570 |
Related Party Disclosures - Fee
Related Party Disclosures - Fees Upon Entering Into Management Services Agreement with Related Party (Details) - Affiliated Entity - Costar - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Expenses from related parties | $ 1,382 | $ 279 | $ 3,846 | $ 6,489 |
Staffing and management services | ||||
Related Party Transaction [Line Items] | ||||
Expenses from related parties | 578 | 134 | 1,683 | 6,054 |
Rent - fixed compensation | ||||
Related Party Transaction [Line Items] | ||||
Expenses from related parties | 168 | 145 | 442 | 435 |
IT services | ||||
Related Party Transaction [Line Items] | ||||
Expenses from related parties | $ 636 | $ 0 | $ 1,721 | $ 0 |
Reportable Segments and Geogr_3
Reportable Segments and Geographic Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Number of reportable segments | 4 |
Reportable Segments and Geogr_4
Reportable Segments and Geographic Information - Schedule of Total Revenues by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Revenues: | $ (66,550) | $ (47,184) | $ (168,814) | $ (104,968) |
Equity Method Investment(s) | ||||
Revenues: | ||||
Revenues: | (42,158) | 0 | (47,247) | (14,181) |
Other | ||||
Revenues: | ||||
Revenues: | (166) | (6) | (293) | (55) |
Intersegment | ||||
Revenues: | ||||
Revenues: | 3,150 | 2,662 | 8,172 | 5,147 |
Renewable Power | ||||
Revenues: | ||||
Revenues: | (10,942) | (10,905) | (30,094) | (32,342) |
Renewable Power | Operating Segments | ||||
Revenues: | ||||
Revenues: | (49,247) | (11,351) | (69,335) | (33,672) |
RNG Fuel | ||||
Revenues: | ||||
Revenues: | (32,381) | (17,892) | (83,196) | (37,066) |
RNG Fuel | Operating Segments | ||||
Revenues: | ||||
Revenues: | (38,682) | (20,106) | (98,157) | (55,009) |
Fuel Station Services | ||||
Revenues: | ||||
Revenues: | (23,227) | (18,387) | (55,524) | (35,560) |
Fuel Station Services | Operating Segments | ||||
Revenues: | ||||
Revenues: | $ (23,763) | $ (18,383) | $ (56,448) | $ (35,560) |
Reportable Segments and Geogr_5
Reportable Segments and Geographic Information - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, Net: | $ (776) | $ (2,354) | $ (7,184) | $ (5,659) |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, Net: | 853 | (1,311) | (3,385) | (2,522) |
Renewable Power | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, Net: | (1,440) | (1,043) | (3,559) | (3,113) |
RNG Fuel | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, Net: | $ (189) | $ 0 | $ (240) | $ (24) |
Reportable Segments and Geogr_6
Reportable Segments and Geographic Information - Schedule of Depreciation, Amortization and Accretion (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | $ 3,258 | $ 2,613 | $ 9,816 | $ 6,672 |
Equity Method Investment(s) | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | (699) | 0 | (1,272) | (1,059) |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | 31 | 32 | 95 | 96 |
Renewable Power | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | 1,176 | 1,268 | 4,283 | 3,735 |
RNG Fuel | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | 2,621 | 1,206 | 6,379 | 3,584 |
Fuel Station Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | $ 129 | $ 107 | $ 331 | $ 316 |
Reportable Segments and Geogr_7
Reportable Segments and Geographic Information - Schedule of Net Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income: (loss) | $ 5,369 | $ 773 | $ 560 | $ 18,950 |
Equity Method Investment(s) | 3,694 | 0 | 3,658 | 2,392 |
Corporate | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income: (loss) | (13,669) | (8,591) | (33,329) | 4,853 |
Renewable Power | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income: (loss) | 1,098 | (1,676) | (1,071) | (6,526) |
RNG Fuel | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income: (loss) | 12,137 | 8,233 | 25,779 | 12,743 |
Fuel Station Services | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income: (loss) | $ 2,109 | $ 2,807 | $ 5,523 | $ 5,488 |
Reportable Segments and Geogr_8
Reportable Segments and Geographic Information - Schedule of Cash Paid for Purchases of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Cash paid for Purchases of Property, Plant, and Equipment: | $ 29,790 | $ 28,971 | $ 84,949 | $ 63,393 |
Operating Segments | Renewable Power | ||||
Segment Reporting Information [Line Items] | ||||
Cash paid for Purchases of Property, Plant, and Equipment: | 500 | 0 | 1,800 | 0 |
Operating Segments | Fuel Station Services | ||||
Segment Reporting Information [Line Items] | ||||
Cash paid for Purchases of Property, Plant, and Equipment: | 3,353 | 10,519 | 6,653 | 10,519 |
Operating Segments | RNG Fuel | ||||
Segment Reporting Information [Line Items] | ||||
Cash paid for Purchases of Property, Plant, and Equipment: | $ 25,937 | $ 18,452 | $ 76,496 | $ 52,874 |
Reportable Segments and Geogr_9
Reportable Segments and Geographic Information - Total Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | $ 656,056 | $ 380,844 |
Equity Method Investment(s) | 48,708 | 47,150 |
Operating Segments | Renewable Power | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | 42,654 | 43,728 |
Operating Segments | RNG Fuel | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | 387,434 | 215,512 |
Operating Segments | Fuel Station Services | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | 56,372 | 56,567 |
Corporate | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | $ 120,888 | $ 17,887 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 USD ($) variableInterestEntity | Sep. 30, 2022 USD ($) variableInterestEntity member | Dec. 31, 2021 variableInterestEntity | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of variable interest entities | variableInterestEntity | 5 | 5 | 5 |
Number of variable interest entities consolidated | variableInterestEntity | 4 | 4 | 4 |
Number of members on independent board | member | 4 | ||
Variable interest entity liability | $ | $ 4,365 | $ 4,365 | |
Variable interest entity income | $ | $ 4,365 | $ 4,365 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||||||
Sep. 30, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||||||||
Cash and cash equivalents | $ 25,286 | $ 39,314 | |||||||
Accounts receivable, net | 36,660 | 25,391 | |||||||
Restricted cash - current | 41,419 | 0 | |||||||
Short term investments | 146,936 | 0 | |||||||
Prepaid expenses and other current assets | 6,513 | 5,482 | |||||||
Total current assets | 286,255 | 86,975 | |||||||
Property, plant and equipment, net | 250,355 | 169,770 | |||||||
Restricted cash, non-current | 4,655 | 2,740 | |||||||
Total assets | 656,056 | 380,844 | |||||||
Current liabilities: | |||||||||
Accounts payable | 5,798 | 12,581 | |||||||
Accrued capital expenses | 9,284 | 5,517 | |||||||
Sunoma Loan- current portion | 0 | 756 | |||||||
Total current liabilities | 187,580 | 142,116 | |||||||
Sunoma loan, net of debt issuance costs | 22,080 | 16,199 | |||||||
Total liabilities | 337,365 | 285,887 | |||||||
Equity | |||||||||
Stockholders' equity | (1,065,943) | 14 | |||||||
Non-redeemable non-controlling interests | 26,674 | 1,188 | |||||||
Total Stockholders' (deficit) equity | (1,039,269) | $ 17,652 | $ 6,698 | 1,202 | $ 45,224 | $ 17,895 | $ 12,834 | $ 6,699 | |
Total liabilities, Redeemable preferred, Redeemable non-controlling interests and Stockholders' (deficit) equity | 656,056 | 380,844 | |||||||
Prepayment of shares of equity contribution in joint venture | $ 5,845 | ||||||||
Non-redeemable non-controlling interests | |||||||||
Equity | |||||||||
Total Stockholders' (deficit) equity | 26,674 | $ 17,638 | $ 6,684 | 1,188 | $ 45,210 | $ 17,881 | $ 12,820 | $ 6,685 | |
Prepayment of shares of equity contribution in joint venture | 2,922 | ||||||||
Primary Beneficiary | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | 10,045 | 1,991 | |||||||
Accounts receivable, net | 1,129 | 40 | |||||||
Restricted cash - current | 7,623 | 0 | |||||||
Short term investments | 15,411 | 0 | |||||||
Prepaid expenses and other current assets | 268 | 113 | |||||||
Total current assets | 34,476 | 2,144 | |||||||
Property, plant and equipment, net | 50,099 | 27,794 | |||||||
Restricted cash, non-current | 2,867 | 1,163 | |||||||
Total assets | 87,442 | 31,101 | |||||||
Current liabilities: | |||||||||
Accounts payable | 2,783 | 544 | |||||||
Accrued capital expenses | 1,493 | 1,722 | |||||||
Sunoma Loan- current portion | 0 | 756 | |||||||
Total current liabilities | 4,276 | 3,022 | |||||||
Sunoma loan, net of debt issuance costs | 22,080 | 16,199 | |||||||
Total liabilities | 26,356 | 19,221 | |||||||
Equity | |||||||||
Stockholders' equity | 34,412 | 10,692 | |||||||
Non-redeemable non-controlling interests | 26,674 | 1,188 | |||||||
Total Stockholders' (deficit) equity | 61,086 | 11,880 | |||||||
Total liabilities, Redeemable preferred, Redeemable non-controlling interests and Stockholders' (deficit) equity | $ 87,442 | $ 31,101 |
Redeemable non-controlling in_3
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 21, 2022 USD ($) vote $ / shares shares | Nov. 29, 2021 USD ($) project shares | Dec. 31, 2021 USD ($) shares | Sep. 30, 2022 vote $ / shares shares | Dec. 31, 2021 shares | Jul. 20, 2022 shares | |
Preferred Units [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 170,070,427 | 25,671,390 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Net cash from Business Combination | $ | $ 68,257 | |||||
Transaction costs | $ | $ 6,569 | |||||
Conversion of stock (in shares) | 300,000 | |||||
Number of noncontrolling interests in renewable natural gas project subsidiaries | project | 4 | |||||
Stock subscribed (in shares) | 1,000,000 | |||||
Stock issued (in shares) | 1,000,000 | 0 | ||||
Amount sold | $ | $ 100,000 | |||||
Issuance costs | $ | $ 267 | |||||
Preferred stock dividend rate | 8% | |||||
Preferred stock dividend rate, event of default | 12% | |||||
Preferred stock dividend rate, event of default, increase for each event | 2% | |||||
Preferred stock dividend rate, event of default, maximum after increases | 20% | |||||
Preferred stock liquidation preference (in dollars per share) | $ / shares | $ 100 | |||||
Preferred stock redemption price (in dollars per share) | $ / shares | $ 100 | |||||
Preferred stock redemption period after which redeemable | 4 years | |||||
Preferred stock redemption period after fourth anniversary | 30 days | |||||
Preferred stock dividend rate if failed to redeem | 12% | |||||
Preferred stock dividend rate, increase to after one year if failed to redeem | 14% | |||||
Preferred stock dividend rate, quarterly increase after one year if failed to redeem | 2% | |||||
Preferred stock dividend rate if failed to redeem, maximum | 20% | |||||
Preferred stock conversion price (in dollars per share) | $ / shares | $ 100 | |||||
Preferred stock conversion, first year discount | 20% | |||||
Preferred stock conversion, second year discount | 25% | |||||
Preferred stock conversion, thereafter discount | 30% | |||||
Preferred stock conversion, VWAP period | 20 days | |||||
Redemption price (in dollars per share) | $ / shares | $ 8.47 | |||||
Class A common stock | ||||||
Preferred Units [Line Items] | ||||||
Common stock, shares issued (in shares) | 25,671,390 | 0 | 25,671,390 | 0 | ||
Common stock, shares outstanding (in shares) | 25,671,390 | 0 | 25,671,390 | 0 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Common stock, number of votes per share | vote | 1 | |||||
Class A common stock | Opal Fuels | ||||||
Preferred Units [Line Items] | ||||||
Stock issued (in shares) | 25,671,390 | |||||
Class D common stock | ||||||
Preferred Units [Line Items] | ||||||
Common stock, shares issued (in shares) | 144,399,037 | 144,399,037 | 144,399,037 | 144,399,037 | ||
Common stock, shares outstanding (in shares) | 144,399,037 | 144,399,037 | 144,399,037 | 144,399,037 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, number of votes per share | vote | 5 | 5 | ||||
Common stock conversion rate | 1 | |||||
Class B common stock | ||||||
Preferred Units [Line Items] | ||||||
Common stock, shares issued (in shares) | 0 | 0 | 0 | 0 | ||
Common stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, number of votes per share | vote | 1 | |||||
Class C common stock | ||||||
Preferred Units [Line Items] | ||||||
Common stock, shares issued (in shares) | 0 | 0 | 0 | 0 | ||
Common stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, number of votes per share | vote | 5 | |||||
Common stock conversion rate | 1 | |||||
Class B Ordinary Share | Opal Fuels | ||||||
Preferred Units [Line Items] | ||||||
Stock issued (in shares) | 144,399,037 |
Redeemable non-controlling in_4
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity - Changes in Redeemable Preferred Units (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Series A-1 preferred units | |
Increase (Decrease) In Temporary Equity, Units [Roll Forward] | |
Beginning balance (in shares) | shares | 300,000 |
Series A units issued (in shares) | shares | 0 |
Ending balance (in shares) | shares | 300,000 |
Increase (Decrease) In Temporary Equity, Amount [Roll Forward] | |
Beginning balance | $ 30,210 |
Series A units issued by OPAL Fuels | 0 |
Paid-in-kind dividends attributable to OPAL Fuels | 1,752 |
Paid-in kind dividends attributable to Class A common stockholders | 68 |
Ending balance | $ 32,030 |
Series A preferred units | |
Increase (Decrease) In Temporary Equity, Units [Roll Forward] | |
Beginning balance (in shares) | shares | 0 |
Series A units issued (in shares) | shares | 1,000,000 |
Ending balance (in shares) | shares | 1,000,000 |
Increase (Decrease) In Temporary Equity, Amount [Roll Forward] | |
Beginning balance | $ 0 |
Series A units issued by OPAL Fuels | 100,000 |
Paid-in-kind dividends attributable to OPAL Fuels | 3,031 |
Paid-in kind dividends attributable to Class A common stockholders | 242 |
Ending balance | $ 103,273 |
Net Income (loss) Per Share - N
Net Income (loss) Per Share - Narrative (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Jul. 21, 2022 | |
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant (in dollars per share) | $ 11.50 | $ 11.50 |
Common Class B | ||
Class of Warrant or Right [Line Items] | ||
Antidilutive shares (in shares) | 144,399,037 | |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 9,223,261 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 6,223,261 | |
Exercise price of warrant (in dollars per share) | $ 11.50 | |
Sponsor Earnout Awards | ||
Class of Warrant or Right [Line Items] | ||
Antidilutive shares (in shares) | 763,908 | |
OPAL Earnout Awards | ||
Class of Warrant or Right [Line Items] | ||
Antidilutive shares (in shares) | 10,000,000 |
Net Income (loss) Per Share - S
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Earnings Per Share [Abstract] | |||||
Net loss attributable to Class A common stockholders | $ (1,125) | $ (1,125) | |||
Less: change in fair value of the put option on the forward purchase agreement | 384 | 384 | |||
Diluted Net loss attributable to Class A common stockholders | $ (1,509) | $ (1,509) | |||
Weighted average number of shares of Class A common stock - basic (in shares) | 25,671,390 | 0 | 25,671,390 | 0 | |
Effect of the dilutive put option on a forward purchase agreement | 152,382 | 152,382 | |||
Weighted average number of shares of Class A common stock - diluted (in shares) | 25,823,772 | 0 | 25,823,772 | 0 | |
Net loss per share of Class A common stock | |||||
Basic (in dollars per share) | [1] | $ (0.04) | $ 0 | $ (0.04) | $ 0 |
Diluted (in dollars per share) | [1] | $ (0.06) | $ 0 | $ (0.06) | $ 0 |
[1]Loss per share information has not been presented for the periods prior to the Business Combination (as defined in Note 3, Business Combination), as it would not be meaningful to the users of these unaudited condensed consolidated financial statements, Refer to Note 3, Business Combination |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Effective tax rate | 0% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 5 Months Ended | 9 Months Ended | |
Jul. 31, 2015 | Nov. 14, 2022 USD ($) | Sep. 30, 2022 USD ($) standbyLettersOfCredit contract | Dec. 31, 2021 USD ($) standbyLettersOfCredit | |
Line of Credit Facility [Line Items] | ||||
Number of standby letters of credit held | standbyLettersOfCredit | 9 | 9 | ||
Compressed Natural Gas (CNG) | ||||
Line of Credit Facility [Line Items] | ||||
Number of purchase option contracts to provide CNG | contract | 2 | |||
Compressed Natural Gas (CNG) | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Term of purchase option contract (in years) | 7 years | |||
Compressed Natural Gas (CNG) | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Term of purchase option contract (in years) | 10 years | |||
Fuel | ||||
Line of Credit Facility [Line Items] | ||||
Term of purchase option contract (in years) | 10 years | |||
Standby Letters of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Standby letters of credit outstanding balance | $ 9,348 | $ 9,023 | ||
Standby Letters of Credit | Subsequent Event | ||||
Line of Credit Facility [Line Items] | ||||
Draws on standby letters of credit | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Oct. 12, 2022 | Oct. 04, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Feb. 28, 2022 | Oct. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 03, 2022 | |
Subsequent Event [Line Items] | ||||||||||
Proceeds from OPAL Term Loan | $ 27,500 | $ 0 | ||||||||
OPAL Term Loan | Secured Debt | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from OPAL Term Loan | $ 12,500 | $ 15,000 | $ 75 | $ 12,500 | ||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Closing share price (in dollars per share) | $ 7.94 | |||||||||
Subsequent Event | OPAL Term Loan | Secured Debt | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from OPAL Term Loan | $ 12,500 | $ 12,500 | ||||||||
Restricted Stock Units (RSUs) | Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Awards granted (in shares) | 428,902 | |||||||||
Aggregate fair value of grant | $ 3,405 |