Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 27, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40272 | ||
Entity Registrant Name | OPAL FUELS INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 98-1578357 | ||
Entity Address, Address Line One | One North Lexington Avenue | ||
Entity Address, Address Line Two | Suite 1450 | ||
Entity Address, City or Town | White Plains | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10601 | ||
City Area Code | 914 | ||
Local Phone Number | 705-4000 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | OPAL | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 158,981,279 | ||
Entity Central Index Key | 0001842279 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Class A common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 27,644,699 | ||
Class D common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 144,399,037 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 243 |
Auditor Name | BDO USA, LLP |
Auditor Location | Stamford, CT |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | [1] |
Current assets: | |||
Cash and cash equivalents (includes $12,506 and $1,991 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | $ 40,394 | $ 39,314 | |
Accounts receivable, net (includes $966 and $40 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 31,083 | 25,391 | |
Accounts receivable, related party | 12,421 | 0 | |
Restricted cash - current (includes $6,971 and $— at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 32,402 | 0 | |
Short term investments | 64,976 | 0 | |
Fuel tax credits receivable | 4,144 | 2,393 | |
Contract assets | 9,771 | 8,484 | |
Parts inventory | 7,311 | 5,143 | |
Environmental credits held for sale | 1,674 | 386 | |
Prepaid expense and other current assets (includes $415 and $113 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 7,625 | 5,482 | |
Derivative financial assets, current portion | 182 | 382 | |
Total current assets | 211,983 | 86,975 | |
Capital spares | 3,443 | 3,025 | |
Property, plant, and equipment, net (includes $73,140 and $27,794 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 297,323 | 169,770 | |
Operating leases, Right-of-use assets | 11,744 | ||
Investment in other entities | 51,765 | 47,150 | |
Note receivable | 0 | 9,200 | |
Note receivable - variable fee component | 1,942 | 1,656 | |
Derivative financial assets, non-current portion | 954 | 0 | |
Deferred financing costs | 3,013 | 2,370 | |
Other long-term assets | 1,489 | 489 | |
Intangible assets, net | 2,167 | 2,861 | |
Restricted cash - non-current (includes $2,923 and $1,163 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 4,425 | 2,740 | |
Goodwill | 54,608 | 54,608 | |
Total assets | 644,856 | 380,844 | |
Current liabilities: | |||
Accounts payable (includes $4,896 and $544 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 22,679 | 12,581 | |
Accounts payable, related party | 1,346 | 166 | |
Fuel tax credits payable | 3,320 | 1,978 | |
Accrued payroll | 8,979 | 7,652 | |
Accrued capital expenses (includes $7,821 and $1,722 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 11,922 | 5,517 | |
Accrued expenses and other current liabilities (includes $646 and $— at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 9,573 | 7,220 | |
Contract liabilities | 8,013 | 9,785 | |
OPAL Term Loan, current portion | 27,732 | 13,425 | |
Sunoma loan, current portion (includes $380 and $756 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 380 | 756 | |
Convertible Note Payable | 28,528 | 0 | |
Municipality loan | 76 | 194 | |
Derivative financial liability, current portion | 4,596 | 992 | |
Operating lease liabilities - current portion | 630 | ||
Other current liabilities | 1,085 | 374 | |
Asset retirement obligation, current portion | 1,296 | 831 | |
Total current liabilities | 152,905 | 142,116 | |
Asset retirement obligation, non-current portion | 4,960 | 4,907 | |
OPAL Term Loan | 66,600 | 59,090 | |
Convertible Note Payable | 0 | 58,710 | |
Sunoma loan, net of debt issuance costs (includes $21,712 and $16,199 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | 21,712 | 16,199 | |
Municipality loan | 0 | 84 | |
Lease liabilities - non-current portion, operating lease | 11,245 | ||
Earn out liabilities | 8,790 | 0 | |
Other long-term liabilities | 825 | 4,781 | |
Total liabilities | 267,037 | 285,887 | |
Commitments and contingencies | |||
Stockholders' (deficit) equity | |||
Additional paid-in capital | 0 | 0 | |
Accumulated deficit | (800,813) | 0 | |
Accumulated other comprehensive income | 195 | 0 | |
Total Stockholders' (deficit) equity attributable to the Company | (800,601) | 14 | |
Non-redeemable non-controlling interests | 26,445 | 1,188 | |
Total Stockholders' (deficit) equity | (774,156) | 1,202 | |
Total liabilities, Redeemable preferred, Redeemable non-controlling interests and Stockholders' (deficit) equity | 644,856 | 380,844 | |
Senior Secured Credit Facility, term loan | |||
Current liabilities: | |||
Senior Secured Credit Facility - term loan, current portion, net of debt issuance costs | 15,250 | 73,145 | |
Senior Secured Credit Facility - working capital facility, current portion | 15,250 | 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 | 138,142 | 30,210 | |
Redeemable non-controlling interests | |||
Current liabilities: | |||
Redeemable non-controlling interests | 1,013,833 | 63,545 | |
Class A common stock | |||
Stockholders' (deficit) equity | |||
Common stock | 3 | ||
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 | |
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents | $ 40,394 | $ 39,314 | [1] |
Accounts receivable, net | 31,083 | 25,391 | [1] |
Accounts receivable, related party | 12,421 | 0 | [1] |
Restricted cash - current | 32,402 | 0 | [1] |
Prepaid expenses and other current assets | 7,625 | 5,482 | [1] |
Property, plant and equipment, net | 297,323 | 169,770 | [1] |
Restricted cash, non-current | 4,425 | 2,740 | [1] |
Accounts payable | 22,679 | 12,581 | [1] |
Accrued capital expenses | 11,922 | 5,517 | [1] |
Accrued expenses and other current liabilities | 9,573 | 7,220 | [1] |
Sunoma Loan- current portion | 380 | 756 | [1] |
Sunoma loan, net of debt issuance costs | 21,712 | 16,199 | [1] |
Primary Beneficiary | |||
Cash and cash equivalents | 12,506 | 1,991 | |
Accounts receivable, net | 966 | 40 | |
Restricted cash - current | 6,971 | 0 | |
Prepaid expenses and other current assets | 415 | 113 | |
Property, plant and equipment, net | 73,140 | 27,794 | |
Restricted cash, non-current | 2,923 | 1,163 | |
Accounts payable | 4,896 | 544 | |
Accrued capital expenses | 7,821 | 1,722 | |
Accrued expenses and other current liabilities | 646 | 0 | |
Sunoma Loan- current portion | 380 | 756 | |
Sunoma loan, net of debt issuance costs | $ 21,712 | $ 16,199 | |
Class A common stock | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 340,000,000 | ||
Common stock, shares issued (in shares) | 29,477,766 | 0 | |
Common stock, shares outstanding (in shares) | 29,477,766 | 0 | |
Common Class B | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 160,000,000 | ||
Common stock, shares issued (in shares) | 0 | 0 | |
Common stock, shares outstanding (in shares) | 0 | 0 | |
Common Class C | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 160,000,000 | ||
Common stock, shares issued (in shares) | 0 | 0 | |
Common stock, shares outstanding (in shares) | 0 | 0 | |
Class D common stock | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 160,000,000 | ||
Common stock, shares issued (in shares) | 144,399,037 | 144,399,037 | |
Common stock, shares outstanding (in shares) | 144,399,037 | 144,399,037 | |
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenues: | |||
Total revenues | $ 235,531 | $ 166,124 | |
Operating expenses: | |||
Selling, general, and administrative | 48,569 | 29,380 | |
Depreciation, amortization, and accretion | 13,136 | 10,653 | |
Total expenses | 233,752 | 155,098 | |
Operating income | 1,779 | 11,026 | |
Interest and financing expense, net | (6,640) | (7,467) | |
Change in fair value of derivative instruments, net | 33,081 | 99 | |
Other income | 1,943 | 0 | |
Loss on warrant exchange | (3,368) | 0 | |
Gain on acquisition of equity method investment | 0 | 19,818 | |
Gain on deconsolidation of VIEs | 0 | 15,025 | |
Income from equity method investments | 5,784 | 2,268 | |
Income before provision for income taxes | 32,579 | 40,769 | |
Provision for income taxes | 0 | 0 | |
Net income | 32,579 | 40,769 | |
Net income attributable to redeemable non-controlling interests | 22,409 | 41,363 | |
Net loss attributable to non-redeemable non-controlling interests | (1,153) | (804) | |
Paid-in-kind preferred dividends | [1] | 7,932 | 210 |
Net income attributable to Class A common stockholders | [2] | $ 3,391 | $ 0 |
Weighted average shares outstanding of Class A common stock : | |||
Basic (in shares) | 25,774,312 | 0 | |
Diluted (in shares) | 26,062,398 | 0 | |
Per share amounts: | |||
Basic (in dollars per share) | [2] | $ 0.13 | $ 0 |
Diluted (in dollars per share) | [2] | $ 0.12 | $ 0 |
RNG Fuel | |||
Revenues: | |||
Total revenues | $ 126,830 | $ 70,360 | |
Operating expenses: | |||
Cost of sales | 78,953 | 41,075 | |
Fuel Station Services | |||
Revenues: | |||
Total revenues | 69,240 | 50,440 | |
Operating expenses: | |||
Cost of sales | 61,514 | 42,838 | |
Renewable Power | |||
Revenues: | |||
Total revenues | 39,461 | 45,324 | |
Operating expenses: | |||
Cost of sales | $ 31,580 | $ 31,152 | |
[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 as it would not be meaningful to the users of these consolidated financial statements, Refer to Note 3. Business Combination |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 32,579 | $ 40,769 |
Other comprehensive income: | ||
Other comprehensive income attributable to equity method investment | 334 | 0 |
Net unrealized gain on cash flow hedges | 954 | 0 |
Net unrealized gain on cash flow hedges | 1,288 | 0 |
Total comprehensive income | 33,867 | 40,769 |
Less: | ||
Net income attributable to Redeemable non-controlling interests | 29,597 | 41,363 |
Other comprehensive income attributable to Redeemable non-controlling interests | 1,093 | 0 |
Comprehensive loss attributable to non-redeemable non-controlling interests | (1,153) | (804) |
Paid-in-kind preferred dividends | 744 | 210 |
Comprehensive income attributable to Class A common stockholders | $ 3,586 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Adjustment | 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 Common Units Legacy Common Units | Legacy Common Units Legacy Common Units Previously Reported | Legacy Common 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 | Accumulated deficit | Accumulated deficit Previously Reported | 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 | $ 0 | $ 0 | $ 23,760 | $ 23,760 | ||||||||||||||||||||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||||||||
Net (loss) income | 41,573 | |||||||||||||||||||||||||||||||
Issuance of non-redeemable noncontrolling interest | 3,158 | |||||||||||||||||||||||||||||||
Issuance of Redeemable preferred non-controlling interest | 30,000 | (87) | ||||||||||||||||||||||||||||||
Acquisition of non-controlling interest | (9,124) | |||||||||||||||||||||||||||||||
Contributions from redeemable non-controlling interests | 7,531 | |||||||||||||||||||||||||||||||
Paid-in-kind preferred dividend | 210 | (210) | ||||||||||||||||||||||||||||||
Distributions to redeemable non-controlling interests | (3,695) | |||||||||||||||||||||||||||||||
Stock-based compensation | 639 | |||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | [1] | 30,210 | 63,545 | |||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 986 | (986) | 0 | 0 | 0 | 142,377,450 | 0 | 142,377,450 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ 6,699 | $ 30,459 | $ (23,760) | $ 0 | $ 49,170 | $ (49,170) | $ 0 | $ 0 | $ 0 | $ 14 | $ 0 | $ 14 | $ 0 | $ 0 | $ 0 | $ 0 | $ (25,396) | $ 25,396 | $ 0 | $ 0 | $ 0 | $ 6,685 | $ 6,685 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||
Net (loss) income | (804) | (804) | ||||||||||||||||||||||||||||||
Issuance of non-redeemable noncontrolling interest | 56,231 | 56,231 | ||||||||||||||||||||||||||||||
Issuance of Redeemable preferred non-controlling interest (in shares) | 2,021,587 | |||||||||||||||||||||||||||||||
Issuance of Redeemable preferred non-controlling interest | (29,913) | (29,913) | ||||||||||||||||||||||||||||||
Acquisition of non-controlling interest | (332) | (332) | ||||||||||||||||||||||||||||||
Deconsolidation of entities | (30,679) | (30,679) | ||||||||||||||||||||||||||||||
Paid-in-kind preferred dividend | (210) | |||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 144,399,037 | 0 | 0 | 144,399,037 | |||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | 1,202 | [1] | $ 0 | $ 0 | $ 14 | 0 | 0 | 0 | 1,188 | |||||||||||||||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||||||||
Net (loss) income | 29,597 | |||||||||||||||||||||||||||||||
Unrealized gain on cash flow hedges | 1,093 | |||||||||||||||||||||||||||||||
Issuance of non-redeemable noncontrolling interest | (132) | |||||||||||||||||||||||||||||||
Issuance of Redeemable preferred non-controlling interest | 100,000 | (267) | ||||||||||||||||||||||||||||||
Paid-in-kind preferred dividend | 7,932 | (7,188) | ||||||||||||||||||||||||||||||
Amortization on payment to acquire non-redeemable non-controlling interest | (183) | |||||||||||||||||||||||||||||||
Stock-based compensation | 1,299 | |||||||||||||||||||||||||||||||
Conversion of Private and Public Warrants | 18,061 | |||||||||||||||||||||||||||||||
Change in redemption value of Redeemable non-controlling interests | 908,008 | |||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 138,142 | $ 1,013,833 | ||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||||||
Net (loss) income | 2,982 | 4,135 | (1,153) | |||||||||||||||||||||||||||||
Unrealized gain on cash flow hedges | 195 | 195 | ||||||||||||||||||||||||||||||
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 | 68,359 | $ 2 | 68,357 | |||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||
Conversion of Private and Public Warrants (in shares) | 3,806,376 | |||||||||||||||||||||||||||||||
Conversion of Private and Public Warrants | 7,859 | $ 1 | 7,858 | |||||||||||||||||||||||||||||
Change in redemption value of Redeemable non-controlling interests | (908,008) | (103,804) | (804,204) | |||||||||||||||||||||||||||||
Issuance of non-redeemable noncontrolling interest | 23,234 | (3,176) | 26,410 | |||||||||||||||||||||||||||||
Stock-based compensation | 170 | 170 | ||||||||||||||||||||||||||||||
Paid-in-kind preferred dividend | (744) | (744) | ||||||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 29,477,766 | 144,399,037 | 0 | 29,477,766 | 144,399,037 | |||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ (774,156) | $ 0 | $ 3 | $ 14 | $ 0 | $ (800,813) | $ 195 | $ 26,445 | ||||||||||||||||||||||||
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 32,579 | $ 40,769 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Income from equity method investments | (5,784) | (2,268) |
Loss on exchange of Warrants | 3,368 | 0 |
Depreciation and amortization | 13,015 | 10,078 |
Amortization of deferred financing costs | 1,943 | 1,085 |
Amortization of operating lease right-of-use assets | 770 | 0 |
Amortization of PPA liability | 0 | (260) |
Accretion expense related to asset retirement obligation | 121 | 575 |
Stock-based compensation | 1,469 | 639 |
Provision for bad debts | 499 | 0 |
Paid-in-kind interest income | (286) | (406) |
Change in fair value of Convertible Note Payable | 413 | 3,300 |
Change in fair value of the earnout liabilities | (37,111) | 0 |
Unrealized gain on derivative financial instruments | 3,867 | (645) |
Gain on repayment of Note receivable | (1,943) | 0 |
Gain on acquisition of equity method investment | 0 | (19,818) |
Gain on deconsolidation of VIEs | 0 | (15,025) |
Changes in operating assets and liabilities, net of effects of businesses acquired: | ||
Accounts receivable | (6,191) | (2,944) |
Accounts receivable, related party | (12,421) | 0 |
Proceeds received on previously recorded paid-in-kind interest income | 288 | 0 |
Fuel tax credits receivable | (1,751) | (117) |
Capital spares | (418) | 155 |
Parts inventory | (2,168) | (899) |
Environmental credits held for sale | (1,288) | 159 |
Prepaid expense and other current assets | (3,108) | (2,928) |
Contract assets | (1,287) | (2,960) |
Accounts payable | 10,143 | 2,559 |
Accounts payable, related party | 1,180 | (1,413) |
Fuel tax credits payable | 1,342 | 33 |
Accrued payroll | 127 | 4,864 |
Accrued expenses | 3,237 | (1,483) |
Operating lease liabilities - current and non-current | (640) | 0 |
Other current and non-current liabilities | 452 | 699 |
Contract liabilities | (1,772) | 5,107 |
Net cash (used in) provided by operating activities | (1,355) | 18,856 |
Cash flows from investing activities: | ||
Purchase of property, plant, and equipment | (131,410) | (89,646) |
Cash acquired on acquisition of equity method investment | 0 | 1,975 |
Deconsolidation of VIEs, net of cash | 0 | (21,208) |
Cash paid for short term investments | (64,976) | 0 |
Capitalized interest attributable to equity method investments | (597) | (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 | (184,028) | (117,204) |
Cash flows from financing activities: | ||
Proceeds from Sunoma loan | 4,593 | 15,679 |
Proceeds from OPAL Term Loan | 40,000 | 75,000 |
Proceeds received from Business Combination | 138,850 | 0 |
Financing costs paid to other third parties | (8,321) | (3,607) |
Repayment of Senior Secured Credit Facility | (58,603) | (4,901) |
Repayment of Senior Secured Credit Facility - working capital facility | 0 | (5,182) |
Repayment of OPAL Term Loan | (18,910) | 0 |
Repayment of Municipality loan | (202) | (194) |
Repayment of Trustar Revolver Facility | 0 | (10,000) |
Proceeds from sale of non-redeemable non-controlling interest, related party | 23,143 | 38,218 |
Contributions from non-redeemable non-controlling interests, related party | 0 | 21,165 |
Acquisition of non-controlling interest | 0 | (5,000) |
Proceeds from issuance of redeemable preferred non-controlling interests, related party | 100,000 | 0 |
Contributions from members | 0 | 7,531 |
Distributions to members | 0 | (3,695) |
Net cash provided by financing activities | 220,550 | 125,014 |
Net increase in cash, restricted cash, and cash equivalents | 35,167 | 26,666 |
Cash, restricted cash, and cash equivalents, beginning of period | 42,054 | 15,388 |
Cash, restricted cash, and cash equivalents, end of period | 77,221 | 42,054 |
Supplemental disclosure of cash flow information | ||
Interest paid, net of $3,678 and $861 capitalized, respectively | 7,013 | 4,339 |
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 Class A common stock issued for redemption of Public and Private warrants | 25,919 | 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 |
Paid-in-kind dividend on redeemable preferred non-controlling interests | 7,932 | 210 |
Right-of-use assets for finance leases as of January 1, 2022 included in Property, Plant and equipment, net | 801 | 0 |
Lease liabilities for finance leases as of January 1, 2022 included in Accrued expenses and other current liabilities | 316 | 0 |
Lease liabilities for finance leases as of January 1, 2022 included in Other long-term liabilities | 485 | 0 |
Accrual for purchase of Property, plant and equipment included in Accounts payable and Accrued capital expenses | 11,922 | 6,205 |
Accrual for deferred financing costs included in Accrued expenses and other current liabilities | $ 0 | $ 1,379 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Interest capitalized | $ 3,678 | $ 861 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
RNG Fuel | ||
Revenues from related party | $ 76,920 | $ 0 |
Renewable Power | ||
Revenues from related party | $ 5,495 | $ 3,008 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 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" or "Opco" ), 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. On November 18, 2022, the Company announced the commencement of an exchange offer (the "Offer") and consent solicitation ( the "Consent Solicitation") relating to its outstanding (i) public warrants to purchase shares of Class A common stock of the Company, par value $0.0001 per share, which warrants trade on The Nasdaq Capital Market under the symbol “OPALW”(the “Public Warrants”), and (ii) private placement warrants to purchase shares of Class A common stock (the “Private Placement Warrants” and, together with the public warrants, the “Warrants”). The Company offered to all holders of the Warrants the opportunity to receive 0.250 shares of Class A common stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the Company solicited consents from holders of the warrants to amend the warrant agreement that governs all of the warrants (the “Warrant Agreement”) to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.225 shares of Class A common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”). On December 22, 2022, the Company closed on the Offer and the Consent Solicitation. The Company issued 3,309,296 and 497,080 shares of Class A common stock in exchange for the 100% of the outstanding Warrants and recorded $25,920 as fair value of shares of Class A common stock issued based on the weighted average closing share price of $6.80 and $6.87 on December 22, 2022 and December 23, 2022, respectively. The Company recorded $3,368 as loss on exchange of warrants in its consolidated statement of operations for the year ended December 31, 2022. 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 year ended December 31, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and includes the accounts of the Company and all other entities in which the Company has a controlling financial interest: Fortistar Methane 3 LLC (“FM3”), Fortistar Methane 4 LLC, Beacon RNG LLC (“Beacon”) Sunoma Holdings, LLC (“Sunoma”), Emerald RNG LLC (“Emerald”), Sapphire RNG LLC (“Sapphire”), New River LLC (“New River”), Reynolds NRG LLC (“Reynolds”), Central Valley LLC (“Central Valley”), Prince William RNG LLC (“Prince William”), Fortistar Contracting LLC, Fortistar RNG LLC, and OPAL Fuel station services LLC (“Fuel station services”). The Company’s consolidated financial statements include the assets and liabilities of these subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The non-controlling interest attributable to the Company's variable interest entities ("VIE") are presented as a separate component from the Stockholders' (deficit) equity in the consolidated balance sheets and as a non-redeemable non-controlling interests in the consolidated statements of changes in redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' (deficit) equity. Variable Interest Entities Our policy is to consolidate all entities that we control by ownership of a majority of the outstanding voting stock. In addition, we consolidate entities that meet the definition of a variable interest entity (“VIE”) for which we are the primary beneficiary. The Company applies the VIE model from ASC 810 when the Company has a variable interest in a legal entity not subject to a scope exception and the entity meets any of the five characteristics of a VIE. The primary beneficiary of a VIE is considered to be the party that both possesses the power to direct the activities of the entity that most significantly impact the entity’s economic performance and has the obligation to absorb losses or the rights to receive benefits of the VIE that could be significant to the VIE. To the extent a VIE is not consolidated, the Company evaluates its interest for application of the equity method of accounting. Equity method investments are included in the consolidated balance sheets as “Investments in other entities.” As of December 31, 2022 and December 31, 2021, the Company held equity interests in five VIEs: Sunoma, GREP BTB Holdings LLC (“GREP”), Emerald RNG LLC (“Emerald”), Sapphire RNG LLC (“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. Investments in unconsolidated entities in which the Company can influence the operating or financial decisions are accounted for under the equity method. As of December 31, 2022 and 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. 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 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the residual value of the useful lives of our property, plant and equipment, the fair value of stock-based compensation, asset retirement obligations, the estimated losses on our trade receivables, percentage completion for revenue recognition, incremental borrowing rate for calculating the right-of-use assets and lease liabilities, the fair value of the Convertible Note Payable (as defined below), the impairment assessment of goodwill, and the fair value of derivative instruments. Actual results could differ from those estimates. Accounting Pronouncements 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. The Company adopted ASC 842 as of January 1, 2022 and evaluated all of its contracts and recorded right-of-use assets and corresponding lease liabilities on its consolidated balance sheet as of December 31, 2022. The Company adopted ASC 842 using the modified retrospective transition method of adoption. Under this method, the cumulative effect of applying the new lease standard is recorded with no restatement of any comparative prior periods presented. As provided by ASC 842, the Company elected to record the required cumulative effect adjustments to the opening balance sheet in the period of adoption rather than in the earliest comparative period presented. As a result, prior periods as reported by the Company have not been impacted by the adoption. In connection with its adoption of ASC 842, the Company elected the "package of 3" practical expedients permitted under the transition guidance which are described below in which the Company is: • Allowed not to reassess whether any expired or existing contracts are or contain leases. • Allowed not to reassess any expired or existing lease classifications. • Allowed not to reassess initial direct costs for any existing leases. Additionally, the Company elected the practical expedient allowed under the transition guidance of ASC 842 to not separate the lease and non-lease components related to a lease contract and to account for them as a single lease component for the purposes of the recognition and measurement requirements of ASC 842. The Company elected not to use the practical expedient of hindsight in determining the lease term and in assessing the impairment of the Company's lease right-of-use assets. The Company elected to not to recognize right-of-use assets and related lease liabilities for short term leases with the original lease term of less than 12 months. As required by ASC 842, the Company's disclosures around its leasing activities have been significantly expanded to enable users of our consolidated financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. Please see Note 9 Leases for additional information. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses, with the objective of providing financial statement users information about the credit risk inherent in an entity’s financial statements as well as to explain management’s estimate of expected credit losses and the changes in the allowance for such losses. This standard is effective for the Company from March 31, 2023. The Company does not expect to have a material impact to its financial statements upon adoption. 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. 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 December 31, 2022 and December 31, 2021 December 31, December 31, Current assets: Cash and cash equivalents $ 40,394 $ 39,314 Restricted cash - current (1) 32,402 — Long-term assets: Restricted cash held as collateral (2) 4,425 2,740 Total cash, cash equivalents, and restricted cash $ 77,221 $ 42,054 (1) Restricted cash - current primarily consists of (i) $16,849 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) $5,845 equity contribution to a joint venture in connection with the closing of OPAL Term Loan II (iii) $1,127 relates to interest reserve on Sunoma Loan and (iv) $8,581 held in a restricted account for funding one of our RNG projects. (2) Restricted cash held as collateral represents the collateral requirements on our debt facilities. 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 $64,976 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 December 31, 2022. The amounts in these money market accounts are liquid and available for general use. Our short term investments are generally invested in commercial paper issued by highly credit worthy counter parties and government backed treasury bills. Investments are generally not FDIC insured and we take counter party risk on these investments. Transaction costs Transaction costs consists of direct legal, consulting, audit and other fees related to the consummation of the Business Combination and other debt facilities. These costs were initially capitalized as incurred and recorded as Deferred financing costs in the 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 consolidated statements of changes in redeemable non-controlling interest, redeemable preferred non-controlling interest and stockholders' (deficit) equity. The Company incurred $8,097 in transaction costs consisting of legal and professional fees, which were recorded as an offset to additional paid-in capital. As of December 31, 2022, the Company recorded $3,013 as deferred financing costs related to OPAL Term Loan II on its consolidated balance sheet. There have been no borrowings to date under that debt facility. Derivative warrant liabilities The Company assumed the Public Warrants and Private Warrants upon the completion of the Business Combination. The Company accounted for warrants for shares of the Company's stock that are not indexed to its own stock as liabilities at fair value on the consolidated balance sheet. The warrants were remeasured at each balance sheet date and any change in fair value is recognized in the Company's consolidated statement of operations as part of change in fair value of derivative instruments, net. In December 2022, the Warrants were exchanged in an exchange offer for shares of Class A common stock. The loss on the exchange of $3,368 was recorded as part of Other (expense) income in its consolidated statement of operations for the year ended December 31, 2022. The Company incurred $1147 in third party legal fees and advisor fees relating to the transaction which were expensed as incurred and included in Selling, general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2022. 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 consolidated statement of operations as part of change in fair value of derivative instruments, net. For the year ended December 31, 2022, the Company recorded a total gain of $37,111 from the Sponsor and OPAL earn-out awards in its consolidated statement of operations. 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 consolidated balance sheet as of December 31, 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 consolidated statement of operations as part of change in fair value of derivative instruments, net. For the year ended December 31, 2022, the Company recorded a gain of $134 in its consolidated statement of operations. See Note.3 Business Combination and Note 10. Derivative Financial Instruments and Fair Value Measurements 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 D Units issued by OPAL Fuels to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the 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 December 31, 2022, the Company recorded an adjustment of $908,008. Stock-based compensation The Company issues stock-based compensation utilizing both stock options and stock grants. In accordance with ASC 718, Stock Compensation, ("ASC 718"), stock-based compensation is measured at the fair value of the award at the date of grant and recognized over the period of vesting on a straight-line basis using the graded vesting method. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model. Please see Note 17. Stock-Based Compensation , for additional information. Forfeitures are recognized as they occur. Net income 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), Restricted Stock Units, the put option a forward purchase agreement, redeemable preferred non-controlling interests, Sponsor Earnout Awards and OPAL Earnout Awards. Accounts Receivable, Net Accounts receivable represent amounts due from the sale of RNG, natural gas, gas transportation, construction contracts, service contracts, environmental attributes, electricity, capacity, and LFG. The accounts receivable are the net estimate realizable value between the invoiced accounts receivable and allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition to determine and estimate the allowance for doubtful accounts. The accounts receivable are the net estimate of the realizable value between the invoiced accounts receivable and allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition to determine and estimate the allowance for doubtful accounts. The Company's allowance for doubtful accounts was $0 and $— at December 31, 2022 and December 31, 2021. Fuel Tax Credit Receivable/Payable At December 31, 2022, the Company accrued federal fuel tax credits of $0.50 per gasoline gallon equivalent of CNG that the Company sold as vehicle fuel in 2022. At December 31, 2022 and 2021, fuel tax credits receivable were $4,144 and $2,393, respectively. Under the terms of its fuel sales agreements with certain of its customers, the Company is obligated to share portions of these tax credits. At December 31, 2022 and 2021, the amounts of fuel tax credits owed to customers were $3,320 and $1,978, respectively. The Company recorded its portion of tax credits earned as a reduction to cost of sales — RNG fuel in the consolidated statements of operations. 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 December 31, 2022 and December 31, 2021, the Company estimated the value of its total asset retirement obligations to be $6,256 and $5,738, respectively. The changes in the asset retirement obligations were as follows as of December 31, 2022: December 31, Balance, December 31, 2021 $ 5,738 Addition 397 Accretion expense 121 Total asset retirement obligation 6,256 Less: current portion (1,296) Total asset retirement obligation, net of current portion $ 4,960 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 Environmental credits held for sale within current assets 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, a related party, for the environmental attributes generated by the RNG Fuels business. Under this agreement, the Company is committed 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 discount fee per environmental attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the year ended December 31, 2022, the Company earned net revenues after discount and fees of $76,920 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. Upon adoption of ASC 842, the Company adopted the practical expedient not to reassess the classification. For additional information on lease revenues earned, please see Note 9. Leases. Disaggregation of Revenue The following table shows the disaggregation of revenue according to product line: Twelve Months Ended 2022 2021 Renewable power sales $ 33,881 $ 40,259 Third party construction 49,458 32,630 Service 16,449 17,056 Brown gas sales 38,356 12,257 Environmental credits 86,901 55,863 Parts sales 4,391 755 Operating agreements 893 3,172 Other 328 56 Total revenue from contracts with customers 230,657 162,048 Lease revenue (1) 4,874 4,076 Total revenue $ 235,531 $ 166,124 (1) Lease revenue relates to approximately twenty-two fuel purchasing agreements our of which we have two of our RNG fuel stations with minimum take or pay provisions and revenue from power purchase agreements at two of our Renewable Power facilities where we determined that we transferred the right to control the use of the power plant to the purchaser. The Company classified them as operating leases under ASC 840 and made the election not to re-assess the classification upon adoption of ASC 842 on January 1, 2022. On August 25, 2022, one of the above fuel purchase agreements was amended which required the Company to re-assess the contract under ASC 842. The Company determined that the contract is no longer considered a lease under ASC 842. The lease revenue line above includes revenue for that contract only from January 1, 2022 to August 31, 2022. Please see Note.9 Leases for additional information. For the year ended December 31, 2022 and 2021, 21% and 28.9%, 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: Twelve Months Ended 2022 2021 Gain on redemption of Note receivable 1,943 — Other income $ 1,943 $ — Contract Assets Contract assets consist primarily of costs and estimated earnings in excess of billings and retainage receivables. Costs and estimated earnings in excess of billings represent unbilled amounts earned and reimbursable under construction contracts and arise when revenues have been recognized but amounts are conditional and have yet to be billed under the terms of the contract. Included in costs and estimated earnings in excess of billings are amounts the Company will collect from customers, changes in contract specifications or design, costs associated with contract change orders in dispute or unapproved as to scope or price, or other customer-related causes of unanticipated contract costs. Amounts become billable according to contract terms, which consider the progress on the contracts as well as achievement of certain milestones and completion of specified units of work. Except for claims, such amounts will be billed over the remaining life of the contract. Contract Liabilities Contract liabil |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 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 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 $9,770, 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 consolidated balance sheet as of December 31, 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 December 31, 2022, Meteora sold 364,217 shares. Subsequent to the year end, the agreement terminated and the Company performed on its obligation to repurchase the 1,635,783 shares. Please see Note 19. Subsequent Events for additional information. The fair value of the put option for the remaining 1,635,783 as of December 31, 2022 was estimated at $4,466. For the year ended December 31, 2022, the Company recorded a gain of $134 as change in fair value of derivative instruments, net in its 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 December 31, 2022 was estimated at $3,790. For the year ended December 31, 2022, the Company recorded a gain of $1,910 as change in fair value of derivative instruments, net in its 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 December 31, 2022 was estimated at $5,000. For the year ended December 31, 2022, the Company recorded a gain of $35,200 as change in fair value of derivative instruments,net in its consolidated statements of operations. Upon the completion of the business combination, the Company assumed the Public Warrants and Private Warrants. In December 2022, the Company successfully converted all the outstanding Warrants and issued shares of Class A common stock. Please see Note 1, Description of Business , for additional information. As of December 31, 2022, there are no Warrants outstanding. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of stockholders' equity for the year ended December 31, 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) (6,467) Net additional paid-in capital from Business Combination recorded in Stockholders' equity $ 68,359 (1) Includes $8,041 of Sponsor specific transaction costs paid at closing. (2) Excludes $1,630 of transaction costs paid at closing and recorded on OPAL Fuels' 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 $8,097 in transaction costs relating to the Business Combination which were recorded as an offset to additional paid-in capital in the consolidated Statements of Changes in Redeemable preferred units and Stockholders' equity. |
Investments in Other Entities
Investments in Other Entities | 12 Months Ended |
Dec. 31, 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 consolidated balance sheets under the equity method, and the Company's proportionate net (loss) income, if any, is included in the Company's consolidated statements of operations as (loss) income from equity method investments. The following table shows the movement of Investment in other entities: Pine Bend Noble Road GREP Beacon Total Percentage of ownership 50 % 50 % 20 % 44 % Balance at December 31, 2020 $ — $ — $ — $ 25,573 $ 25,573 Contribution to equity method investments — — 1,570 1,570 Net income from equity method investment — — (124) $ 2,392 2,268 Acquisition of remaining ownership interest in Beacon (1) — — — (27,965) (27,965) Deconsolidation of VIEs (2) 21,188 24,516 — 45,704 Balance at December 31, 2021 21,188 24,516 1,446 — 47,150 Additional investment representing capitalized interest (3) 597 — — — 597 Other comprehensive income (4) — — 334 — 334 Net income from equity method investments 733 2,749 2,302 — 5,784 Distributions from return of investment in equity method investment — (2,100) — — (2,100) Balance at December 31, 2022 $ 22,518 $ 25,165 $ 4,082 $ — $ 51,765 (1) The Company acquired 50% of the remaining ownership in Beacon in May 2021 and fully consolidated the entity in the consolidated financial statements after May 1, 2021. (2) The Company re-assessed its equity interests in Pine Bend and Noble Road under ASC 810, Consolidation and determined that entities no longer met any of the characteristics of a variable interest entity primarily because the projects were fully funded and there is sufficient equity at risk as of December 31, 2021. The Company determined that it should account for its interests in both entities under equity method of accounting pursuant to ASC 323, Investments Equity Method and Joint Ventures, as the Company has the ability to exercise significant influence, but not control, over both entities. (3) The capitalized interest is incurred by the Company increasing our basis in Pine Bend. The Company will amortize this amount in future periods over the useful life of the asset. (4) It represents our portion of the other comprehensive income recorded by the equity method investee. 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 for the year ended December 31, 2022. The Company recorded a gain on repayment of $1,943 as part of Other income in the consolidated statement of operations for the year ended December 31, 2022. The Company recorded $286 and $406 as a reduction to interest and financing expense, net in its consolidated statements of operations for the years ended December 31, 2022 and 2021, 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 $285 as a reduction to interest and financing expense, net in the consolidated statement of operations for the year ended December 31, 2022, respectively. The Note receivable - variable fee component of $1,942 and $1,656 is recorded as a long-term asset on its consolidated balance sheets as of December 31, 2022 and December 31, 2021, respectively. The following table summarizes financial information of the unconsolidated entities: December 31, 2022 December 31, 2021 Current assets $ 14,563 $ 21,342 Non-current assets 109,414 44,250 Current liabilities 6,765 4,235 Non-current liabilities 13,825 — Members' equity 103,388 61,358 The following table summarizes the income from equity method investments: Twelve Months Ended December 31, 2022 December 31, 2021 Revenue (1) $ 58,013 $ 14,181 Gross profit 41,932 6,915 Net income 29,983 5,276 Net income from equity method investments (2) $ 5,784 $ 2,268 (1) Revenues include a realized gain of $32,796 from commodity swap contracts on our equity method investment, GREP for the year ended December 31, 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 year ended December 31, 2022 and GREP and Beacon ( January to April 2021) for the year ended December 31, 2021. |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment, Net | Property, Plant, and Equipment, NetProperty, plant, and equipment, net, consisted of the following as of December 31, 2022 and December 31, 2021: December 31, December 31, Plant and equipment $ 201,655 $ 161,387 CNG/RNG fueling stations 34,567 27,892 Construction in progress (1) 152,105 62,616 Buildings 2,585 2,544 Land 1,303 1,303 Service equipment 1,888 1,521 Leasehold improvements 815 815 Vehicles 313 407 Office furniture and equipment 307 302 Computer software 277 277 Vehicles - finance leases 1,236 — Other 487 416 397,538 259,480 Less: accumulated depreciation (100,215) (89,710) Property, plant, and equipment, net $ 297,323 $ 169,770 (1) Includes $3,081 of interest capitalized from our general borrowings for the year ended December 31, 2022 and $861 of interest capitalized on our Sunoma Loan for the year ended December 31, 2021. As of December 31, 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 December 31, 2022, are expected to be operational during the fourth quarter of 2023 and early 2024. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net, consisted of the following at December 31, 2022 and December 31, 2021: December 31, 2022 Cost Accumulated Intangible Weighted Power purchase agreements $ 8,999 $ (7,488) $ 1,511 18.1 Transmission/distribution interconnection 1,600 (971) 629 15.1 CNG sales contract 807 (799) 8 10.0 Intellectual property 43 (24) 19 5.0 Total intangible assets $ 11,449 $ (9,282) $ 2,167 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 $76 under the Municipality loan is shown as part of current liabilities on its consolidated balance sheet as of December 31, 2022. Please see Note 8. Borrowings, for additional information. Amortization expense for the twelve months ended December 31, 2022 and 2021 was $694 and $346, respectively. At December 31, 2022, estimated future amortization expense for intangible assets is as follows: Fiscal year: 2023 548 2024 267 2025 267 2026 239 Thereafter 846 $ 2,167 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 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 December 31, 2022 $ 51,155 $ 3,453 $ 54,608 |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Borrowings | BorrowingsThe following table summarizes the borrowings under the various debt facilities as of December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Senior Secured Credit Facility, term loan $ 15,250 $ 73,869 Less: unamortized debt issuance costs — (724) Less: current portion (15,250) (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 96,090 75,000 Less: unamortized debt issuance costs (1,758) (2,485) Less: current portion (27,732) (13,425) OPAL Term Loan, net of debt issuance costs 66,600 59,090 Sunoma Loan 23,000 17,524 Less: unamortized debt issuance costs (908) (569) Less: current portion (380) (756) Sunoma Loan, net of debt issuance costs 21,712 16,199 Convertible Note Payable 28,528 58,710 Less: current portion (28,528) — Convertible Note Payable — 58,710 Municipality Loan 76 278 Less: current portion (76) (194) Municipality Loan — 84 Non-current borrowings total $ 88,312 $ 134,083 As of December 31, 2022, principal maturities of debt are expected as follows, excluding any undrawn debt facilities as of the date of the consolidated balance sheet: Senior OPAL Term Loan Sunoma Loan Convertible Note Payable (1) Municipality Total Fiscal year: 2023 22,750 27,732 380 28,528 76 79,466 2024 — 27,732 1,608 — — 29,340 2025 — 40,626 1,743 — — 42,369 2026 — — 1,883 — 1,883 2027 — — 17,386 — — 17,386 $ 22,750 $ 96,090 $ 23,000 $ 28,528 $ 76 $ 170,444 (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 December 31, 2022 and December 31, 2021, $15,250 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 December 31, 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 . On December 19, 2022, FM3 entered into an Omnibus and Consent Agreement (the “FM3 Amendment”). The FM3 Amendment amended the credit agreement, among other things, to (a) extend the maturity date of the obligations thereunder from December 20, 2022 to March 20, 2023, (b) permit OPAL Fuels to purchase the rights and obligations of certain exiting lenders at par, (c) prepay a portion of the outstanding loans made by the remaining lenders and (d) permit the release of certain project company subsidiaries of FM3 from the collateral securing the obligations under the credit agreement. Upon consummation of the FM3 Amendment, the Company repaid $54,929 of the outstanding term loan. On March 20, 2023, the Company repaid in full the remaining outstanding loan under this facility. Please see Note.19 Subsequent Events for additional information. At December 31, 2022 and December 31, 2021, FM3 had outstanding letters of credit that support obligations of the Company and its subsidiaries of $1,932 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 twelve months ended December 31, 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 year ended December 31, 2022 and 2021, the Company received cash dividends of $126 and $139, respectively, which were recorded as credits to interest expense in its consolidated statements of operations. Additionally, the Company recorded $489 as a long-term asset on its consolidated balance sheet at December 31, 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 and fourth quarter of 2022, two of the RNG projects went operational and the Company borrowed $25,000 under the OPAL Term Loan 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 December 31, 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 $380 beginning in October 2023. The Company paid $2,798 into interest and debt reserve accounts. This cash is recorded as Restricted cash - current and non-current in the consolidated balance sheet as of December 31, 2022. The significant assets of Sunoma are parenthesized in the consolidated balance sheets as December 31, 2022 and 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 consolidated statement of operations for each reporting period. At December 31, 2022, the Convertible Note was classified as a current liability in the consolidated balance sheet at a fair value of $28,528 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 consolidated balance sheet at a fair value of $58,710. The Company recorded $413 as change in fair value of Convertible Note for the year ended December 31, 2022, 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 attributable to cancellation of prepayment penalty for the year ended December 31, 2022 was ($2,906). The Company recorded $3,319 and $3,300 as payment-in-kind interest expense in the consolidated statement of operations for the years ended December 31, 2022 and 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 December 31, 2022 and December 31, 2021, $76 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 $1,376 as third party fees. The transaction costs have been recorded as Deferred financing costs on the consolidated balance sheet as of December 31, 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 December 31, 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 year ended December 31, 2022, the weighted average effective interest rate including amortization of debt issuance costs on Senior Secured Credit Facility was 6.9% including a margin plus LIBOR. For the year ended December 31, 2022, the weighted average effective interest rate including amortization of debt issuance costs on OPAL Term Loan was 6.1%. For the year ended December 31, 2022, the interest rate on Sunoma Loan was 8.90%. For the year ended December 31, 2022, the payment-in-kind interest rate on Convertible Note Payable was 8.00%. For the year ended December 31, 2022, the weighted average interest rate on Municipality loan was 3.6%. 2021 For the year ended December 31, 2021, the interest rate on Senior Secured Facility included a margin plus LIBOR and commitment fees of 0.75% on unused portion of the Working Capital Facility. The weighted average effective interest rate including the amortization of debt issuance costs for this period was 3.00%. For the year ended December 31, 2021, the interest rate on TruStar Revolver Credit Facility including a margin plus LIBOR was 1.52%. For the year ended December 31, 2021, the paid-in-kind interest rate on Convertible note payable was 8%. The change in fair value of the Note recorded as interest expense between May 1, 2021 and December 31, 2021 was $3,300. For the year end December 31, 2021, the interest rate on OPAL term loan was 4% and commitment fees of 0.5% on the undrawn portion of the facility. The weighted average effective interest rate including the amortization of debt issuance costs for this period was 4.9%. For the year ended December 31, 2021, the weighted average effective interest rate on the Sunoma Credit Facility was 7.75%. For the year ended December 31, 2021, the weighted average interest rate on Municipality Loan was 3.0%. The following table summarizes the Company's total interest expense for the year ended December 31, 2022 and 2021: Twelve Months Ended 2022 2021 Senior Secured Credit Facility $ 3,779 $ 2,778 Municipality loan 7 10 TruStar revolver credit facility — 111 Convertible Note Payable mark-to-market (1) 413 3,300 Sunoma Loan (2) 1,810 — OPAL Term Loan (3) 894 617 Commitment fees and other finance fees 1,027 835 Interest expense on finance leases 45 — Amortization of deferred financing cost 1,943 1,085 Interest income (3,278) (1,269) Total interest expense $ 6,640 $ 7,467 (1) The mark-to-market on the Convertible Note Payable is inclusive of fair value change in the Convertible Note due to cancellation of prepayment penalty post Business Combination of ( $2,906). (2) The interest on Sunoma Loan was capitalized during the construction phase of the RNG facility. Sunoma became operational in December 2021. Therefore, the interest for the year ended December 31, 2022 has been expensed. (3) Excludes $3,678 and $861 of interest capitalized and recorded as part of Property, plant and equipment, net for the years ended December 31, 2022 and 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases On January 1, 2022 (the "Adoption Date"), the Company adopted ASC 842. Under the new lease standard, lessees are required to recognize a right-of-use asset and a lease liability for substantially all leases. The new lease standard will continue to classify leases as either financing or operating, with classification affecting the pattern of expense recognition. The accounting applied by a lessor under the new guidance will be substantially equivalent to current lease accounting guidance. The following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Additionally, the Company currently has two FPAs which have minimum volume requirements. The Company evaluated these two contracts under ASC 840 and classified them as operating leases. The Company elected not to reassess the lease classification on January 1, 2022 due to change in criteria under ASC 842 for these two FPAs. There were no amendments to one of the contracts after the Adoption Date. However, one of the FPAs was amended on August 25, 2022. The amendment specifically changed the counter party to another affiliate of our customer and amended the rate for fuel dispensed amongst other things. The Company reassessed the contract under ASC 842 on August 25, 2022 and determined that the contract no longer is considered a lease under ASC 842 because the customer does not substantially get all the economic benefits of the use of the fuel station. This conclusion was reached because the Company retained the right to keep all the environmental attributes and monetize by selling them to a unrelated third party. Therefore, the Company included only the portion of revenue earned from this FPA from January 1, 2022 till August 25, 2022 as part of the lease revenue. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the Adoption Date. The adoption of ASC 842 did not materially impact the revenue recognition for the above contracts. Included in RNG fuel revenues are $3,510 and $3561 related to the lease portion of the FPAs for the years ended December 31, 2022 and 2021, respectively. Included in Renewable Power revenues are $1,364 and $1,890 related to the lease element of the PPAs for the years ended December 31, 2022 and 2021, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MS Digester ("MS") and VS Digester ("VS"). – As of the Adoption Date, the lease at Beacon facility is for 20 years at a monthly rent of $11,050. – As of the Adoption Date, the lease term for MD and VS is for a period of 20 years from their commercial operation date at a quarterly rent of $125,000. As of the Adoption Date, the commercial operation date for MD and VS was expected to be December 31, 2022 and February 1, 2023, respectively. However, as of October 1, 2022, the commercial operation date for both projects was extended to February 1, 2024. The Company accounted the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of that date. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March, 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The rent for the lease is $26 per month with a built in escalation to $27 from February 1, 2022 to February 1, 2023, $43 from February 1, 2023 - February 1, 2024, $45 from February 1 2024 - February 1, 2025 and $46 for the remaining lease term. The Company accounted the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of March 31, 2022. The Company currently shares office space with Fortistar and reimburses Fortistar on a monthly basis at a predetermined rate. The Company determined that this is not a lease under ASC 842 as there is no identifiable asset and the Company does not have the right to control the use of the office space. The Company determined that the 3 site leases and the one office lease as operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its consolidated statement of operations for the years ended December 31, 2022 and 2021. The lease expense for the office lease is recorded as part Selling, general and administrative expenses in its consolidated statement of operations for the years ended December 31, 2022 and 2021. Vehicle leases The Company leases approximately 65 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its statement of operations for the year ended December 31, 2022. Adoption of ASC 842 The Company adopted ASC 842 on January 1, 2022, which resulted in the recognition of operating lease right-of-use assets of $13,590 and related lease liabilities for operating leases of $13,302 in Total Assets and Total Liabilities, respectively, on our consolidated balance sheet on January 1, 2022. The Company also recognized $796 of finance lease right-of-use assets and related f lease liabilities for finance leases of $766 in Total Assets and Total Liabilities, respectively, on our consolidated balance sheet on January 1, 2022. The Company adopted ASC 842 using the adoption date transition method. Under this method, the Company will apply the guidance to each lease that had commenced as of the beginning of the reporting period in which the entity first applies the leases standard (referred to as the “application date” or the “effective date” under this method) with a cumulative-effect adjustment as of that date. Prior comparative periods would be not be adjusted under this method. The Company will provide necessary disclosures for the comparative periods . Determination of incremental borrowing rate Under ASC 842, at lease commencement, a lessee must develop a discount rate to calculate the present value of the lease payments so that it can determine lease classification and measure the lease liability. When determining the discount rate to be used at lease commencement, a lessee must use the rate implicit in the lease unless that rate cannot be readily determined. When the rate implicit in the lease cannot be readily determined, the lessee should use its incremental borrowing rate. The incremental borrowing rate is the rate that reflects the interest a lessee would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment. The Company determined that its' lease contracts do not contain an implicit borrowing rate. Therefore, the Company arrived at the incremental borrowing rate by determining the Company's implied credit rating and interest rates on its current collateralized borrowings as of January 1, 2022. The Company then determined the incremental borrowing rate for each lease based on the remaining lease term on the specific lease. Based on the above methodology, the Company's incremental borrowing rates ranged from 2.3% to 5.4% for the lease contracts for which the Company recorded right-of-use assets and corresponding lease liabilities. The Company updated the incremental borrowing rate at the end of each reporting period and applied that rate to any new leases entered into in the applicable reporting period. The Company calculated the net present value of the remaining lease payments as of January 1, 2022 for existing leases as of that date and recorded the right-of-use assets and corresponding liabilities on the Adoption Date. For the leases entered into during 2022, the Company recorded the right-of-use asset and lease liabilities in the reporting period the lease term began. Additionally, the Company recorded lease modifications on three leases where the lease term was extended. Prior to January 1, 2022, the Company recognized lease expense in accordance with then-existing ASC 840. Because both ASC 842 and ASC 840 generally recognize operating lease expense as a single line expense on a straight-line basis over the term of the lease arrangement, there were no material differences between the timing and amount of lease expense recognized for the operating leases under the two accounting methodologies for the years ended December 31, 2022 and 2021. However, the adoption of ASC 842 changed the expense recognition on finance leases by splitting the lease expense into its individual elements - amortization expense and interest expense. Although there was no material difference in the total expense recognized in its statement of operations for the years ended December 31, 2022 and 2021, the lease expense on finance leases for the year ended December 31, 2022 has been presented as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its consolidated statement of operations. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. Right-of-use assets and Lease liabilities as of December 31, 2022 and January 1, 2022 are as follows: Description Location in Balance Sheet December 31, 2022 January 1, 2022 (1) Assets: Operating leases: Site leases (2) Right-of-use assets $ 10,338 $ 13,242 Office lease (3) Right-of-use assets 1,406 348 11,744 13,590 Finance leases: Vehicle leases (4) Property, plant and equipment, net 1,236 796 12,980 14,386 Liabilities: Sites leases Lease liabilities - current portion 181 86 Office lease Lease liabilities - current portion 449 294 Vehicle leases Accrued expenses and other current liabilities 449 308 1,079 688 Sites leases Lease liabilities - non-current portion 10,135 12,895 Office lease Lease liabilities - non-current portion 1,110 28 Vehicle leases Other long-term liabilities 825 458 $ 12,070 $ 13,381 (1) The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 2.30% to 5.40%. (2) The Company recorded lease modifications on two of site leases on October 1, 2022 where the lease term was extended and reduced the right-of-use asset and the corresponding lease liabilities by $2,550 as the incremental borrowing rates increased in the fourth quarter of 2022 when the lease modification was recorded. (3) The Company exercised its option to extend the lease in March 2022 which the Company recorded as a lease modification. The Company increased the right-of-use asset and the corresponding lease liability by $1,829. (4) The Company entered into multiple vehicle leases during 2022 which were recorded as new leases at the beginning of the lease term. The Company recorded an aggregate of $903 right-of-use assets and corresponding lease liabilities. The table below presents components of the Company's lease expense for the year ended December 31, 2022: Description Location in Statement of Operations Amount (1) Operating lease expense for site leases Cost of sales - RNG Fuel $ 1,044 Operating lease expense for office lease Selling, general, administrative expenses 484 Amortization of right-of-use assets - finance leases Depreciation, amortization and accretion expense 429 Interest expense on lease liabilities - finance leases Interest and financing expense, net 45 $ 2,002 (1) The Company does not have material short term lease expense for the year ended December 31, 2022 The Company did not enter into any operating leases greater than 12 months for the year ended December 31, 2022. Weighted average remaining lease term (years) December 31, 2022 Operating leases 18.6 years Financing leases 3.0 years Weighted average discount rate Operating leases 7.87 % Financing leases 5.82 % The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of December 31, 2022: Site leases Office leases Vehicle leases Total Discount rate upon adoption 5.4 % 2.3 % 7.6 % 2023 $ 1,044 $ 505 $ 510 $ 2,059 2024 1,044 540 419 2,003 2025 1,044 562 312 1,918 2026 1,044 47 156 1,247 2027 and beyond 17,913 — 17,913 22,089 1,654 1,397 25,140 Present value of lease liability 10,316 1,559 1,274 13,149 Lease liabilities - current portion 181 449 449 1,079 Lease liabilities - non-current portion 10,135 1,110 825 12,070 Total lease liabilities $ 10,316 $ 1,559 $ 1,274 $ 13,149 Discount based on incremental borrowing rate $ 11,773 $ 95 $ 123 $ 11,991 The office rent expense for the year ended December 31, 2021 was $1,098. |
Leases | Leases On January 1, 2022 (the "Adoption Date"), the Company adopted ASC 842. Under the new lease standard, lessees are required to recognize a right-of-use asset and a lease liability for substantially all leases. The new lease standard will continue to classify leases as either financing or operating, with classification affecting the pattern of expense recognition. The accounting applied by a lessor under the new guidance will be substantially equivalent to current lease accounting guidance. The following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Additionally, the Company currently has two FPAs which have minimum volume requirements. The Company evaluated these two contracts under ASC 840 and classified them as operating leases. The Company elected not to reassess the lease classification on January 1, 2022 due to change in criteria under ASC 842 for these two FPAs. There were no amendments to one of the contracts after the Adoption Date. However, one of the FPAs was amended on August 25, 2022. The amendment specifically changed the counter party to another affiliate of our customer and amended the rate for fuel dispensed amongst other things. The Company reassessed the contract under ASC 842 on August 25, 2022 and determined that the contract no longer is considered a lease under ASC 842 because the customer does not substantially get all the economic benefits of the use of the fuel station. This conclusion was reached because the Company retained the right to keep all the environmental attributes and monetize by selling them to a unrelated third party. Therefore, the Company included only the portion of revenue earned from this FPA from January 1, 2022 till August 25, 2022 as part of the lease revenue. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the Adoption Date. The adoption of ASC 842 did not materially impact the revenue recognition for the above contracts. Included in RNG fuel revenues are $3,510 and $3561 related to the lease portion of the FPAs for the years ended December 31, 2022 and 2021, respectively. Included in Renewable Power revenues are $1,364 and $1,890 related to the lease element of the PPAs for the years ended December 31, 2022 and 2021, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MS Digester ("MS") and VS Digester ("VS"). – As of the Adoption Date, the lease at Beacon facility is for 20 years at a monthly rent of $11,050. – As of the Adoption Date, the lease term for MD and VS is for a period of 20 years from their commercial operation date at a quarterly rent of $125,000. As of the Adoption Date, the commercial operation date for MD and VS was expected to be December 31, 2022 and February 1, 2023, respectively. However, as of October 1, 2022, the commercial operation date for both projects was extended to February 1, 2024. The Company accounted the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of that date. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March, 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The rent for the lease is $26 per month with a built in escalation to $27 from February 1, 2022 to February 1, 2023, $43 from February 1, 2023 - February 1, 2024, $45 from February 1 2024 - February 1, 2025 and $46 for the remaining lease term. The Company accounted the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of March 31, 2022. The Company currently shares office space with Fortistar and reimburses Fortistar on a monthly basis at a predetermined rate. The Company determined that this is not a lease under ASC 842 as there is no identifiable asset and the Company does not have the right to control the use of the office space. The Company determined that the 3 site leases and the one office lease as operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its consolidated statement of operations for the years ended December 31, 2022 and 2021. The lease expense for the office lease is recorded as part Selling, general and administrative expenses in its consolidated statement of operations for the years ended December 31, 2022 and 2021. Vehicle leases The Company leases approximately 65 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its statement of operations for the year ended December 31, 2022. Adoption of ASC 842 The Company adopted ASC 842 on January 1, 2022, which resulted in the recognition of operating lease right-of-use assets of $13,590 and related lease liabilities for operating leases of $13,302 in Total Assets and Total Liabilities, respectively, on our consolidated balance sheet on January 1, 2022. The Company also recognized $796 of finance lease right-of-use assets and related f lease liabilities for finance leases of $766 in Total Assets and Total Liabilities, respectively, on our consolidated balance sheet on January 1, 2022. The Company adopted ASC 842 using the adoption date transition method. Under this method, the Company will apply the guidance to each lease that had commenced as of the beginning of the reporting period in which the entity first applies the leases standard (referred to as the “application date” or the “effective date” under this method) with a cumulative-effect adjustment as of that date. Prior comparative periods would be not be adjusted under this method. The Company will provide necessary disclosures for the comparative periods . Determination of incremental borrowing rate Under ASC 842, at lease commencement, a lessee must develop a discount rate to calculate the present value of the lease payments so that it can determine lease classification and measure the lease liability. When determining the discount rate to be used at lease commencement, a lessee must use the rate implicit in the lease unless that rate cannot be readily determined. When the rate implicit in the lease cannot be readily determined, the lessee should use its incremental borrowing rate. The incremental borrowing rate is the rate that reflects the interest a lessee would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment. The Company determined that its' lease contracts do not contain an implicit borrowing rate. Therefore, the Company arrived at the incremental borrowing rate by determining the Company's implied credit rating and interest rates on its current collateralized borrowings as of January 1, 2022. The Company then determined the incremental borrowing rate for each lease based on the remaining lease term on the specific lease. Based on the above methodology, the Company's incremental borrowing rates ranged from 2.3% to 5.4% for the lease contracts for which the Company recorded right-of-use assets and corresponding lease liabilities. The Company updated the incremental borrowing rate at the end of each reporting period and applied that rate to any new leases entered into in the applicable reporting period. The Company calculated the net present value of the remaining lease payments as of January 1, 2022 for existing leases as of that date and recorded the right-of-use assets and corresponding liabilities on the Adoption Date. For the leases entered into during 2022, the Company recorded the right-of-use asset and lease liabilities in the reporting period the lease term began. Additionally, the Company recorded lease modifications on three leases where the lease term was extended. Prior to January 1, 2022, the Company recognized lease expense in accordance with then-existing ASC 840. Because both ASC 842 and ASC 840 generally recognize operating lease expense as a single line expense on a straight-line basis over the term of the lease arrangement, there were no material differences between the timing and amount of lease expense recognized for the operating leases under the two accounting methodologies for the years ended December 31, 2022 and 2021. However, the adoption of ASC 842 changed the expense recognition on finance leases by splitting the lease expense into its individual elements - amortization expense and interest expense. Although there was no material difference in the total expense recognized in its statement of operations for the years ended December 31, 2022 and 2021, the lease expense on finance leases for the year ended December 31, 2022 has been presented as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its consolidated statement of operations. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. Right-of-use assets and Lease liabilities as of December 31, 2022 and January 1, 2022 are as follows: Description Location in Balance Sheet December 31, 2022 January 1, 2022 (1) Assets: Operating leases: Site leases (2) Right-of-use assets $ 10,338 $ 13,242 Office lease (3) Right-of-use assets 1,406 348 11,744 13,590 Finance leases: Vehicle leases (4) Property, plant and equipment, net 1,236 796 12,980 14,386 Liabilities: Sites leases Lease liabilities - current portion 181 86 Office lease Lease liabilities - current portion 449 294 Vehicle leases Accrued expenses and other current liabilities 449 308 1,079 688 Sites leases Lease liabilities - non-current portion 10,135 12,895 Office lease Lease liabilities - non-current portion 1,110 28 Vehicle leases Other long-term liabilities 825 458 $ 12,070 $ 13,381 (1) The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 2.30% to 5.40%. (2) The Company recorded lease modifications on two of site leases on October 1, 2022 where the lease term was extended and reduced the right-of-use asset and the corresponding lease liabilities by $2,550 as the incremental borrowing rates increased in the fourth quarter of 2022 when the lease modification was recorded. (3) The Company exercised its option to extend the lease in March 2022 which the Company recorded as a lease modification. The Company increased the right-of-use asset and the corresponding lease liability by $1,829. (4) The Company entered into multiple vehicle leases during 2022 which were recorded as new leases at the beginning of the lease term. The Company recorded an aggregate of $903 right-of-use assets and corresponding lease liabilities. The table below presents components of the Company's lease expense for the year ended December 31, 2022: Description Location in Statement of Operations Amount (1) Operating lease expense for site leases Cost of sales - RNG Fuel $ 1,044 Operating lease expense for office lease Selling, general, administrative expenses 484 Amortization of right-of-use assets - finance leases Depreciation, amortization and accretion expense 429 Interest expense on lease liabilities - finance leases Interest and financing expense, net 45 $ 2,002 (1) The Company does not have material short term lease expense for the year ended December 31, 2022 The Company did not enter into any operating leases greater than 12 months for the year ended December 31, 2022. Weighted average remaining lease term (years) December 31, 2022 Operating leases 18.6 years Financing leases 3.0 years Weighted average discount rate Operating leases 7.87 % Financing leases 5.82 % The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of December 31, 2022: Site leases Office leases Vehicle leases Total Discount rate upon adoption 5.4 % 2.3 % 7.6 % 2023 $ 1,044 $ 505 $ 510 $ 2,059 2024 1,044 540 419 2,003 2025 1,044 562 312 1,918 2026 1,044 47 156 1,247 2027 and beyond 17,913 — 17,913 22,089 1,654 1,397 25,140 Present value of lease liability 10,316 1,559 1,274 13,149 Lease liabilities - current portion 181 449 449 1,079 Lease liabilities - non-current portion 10,135 1,110 825 12,070 Total lease liabilities $ 10,316 $ 1,559 $ 1,274 $ 13,149 Discount based on incremental borrowing rate $ 11,773 $ 95 $ 123 $ 11,991 The office rent expense for the year ended December 31, 2021 was $1,098. |
Leases | Leases On January 1, 2022 (the "Adoption Date"), the Company adopted ASC 842. Under the new lease standard, lessees are required to recognize a right-of-use asset and a lease liability for substantially all leases. The new lease standard will continue to classify leases as either financing or operating, with classification affecting the pattern of expense recognition. The accounting applied by a lessor under the new guidance will be substantially equivalent to current lease accounting guidance. The following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Additionally, the Company currently has two FPAs which have minimum volume requirements. The Company evaluated these two contracts under ASC 840 and classified them as operating leases. The Company elected not to reassess the lease classification on January 1, 2022 due to change in criteria under ASC 842 for these two FPAs. There were no amendments to one of the contracts after the Adoption Date. However, one of the FPAs was amended on August 25, 2022. The amendment specifically changed the counter party to another affiliate of our customer and amended the rate for fuel dispensed amongst other things. The Company reassessed the contract under ASC 842 on August 25, 2022 and determined that the contract no longer is considered a lease under ASC 842 because the customer does not substantially get all the economic benefits of the use of the fuel station. This conclusion was reached because the Company retained the right to keep all the environmental attributes and monetize by selling them to a unrelated third party. Therefore, the Company included only the portion of revenue earned from this FPA from January 1, 2022 till August 25, 2022 as part of the lease revenue. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the Adoption Date. The adoption of ASC 842 did not materially impact the revenue recognition for the above contracts. Included in RNG fuel revenues are $3,510 and $3561 related to the lease portion of the FPAs for the years ended December 31, 2022 and 2021, respectively. Included in Renewable Power revenues are $1,364 and $1,890 related to the lease element of the PPAs for the years ended December 31, 2022 and 2021, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MS Digester ("MS") and VS Digester ("VS"). – As of the Adoption Date, the lease at Beacon facility is for 20 years at a monthly rent of $11,050. – As of the Adoption Date, the lease term for MD and VS is for a period of 20 years from their commercial operation date at a quarterly rent of $125,000. As of the Adoption Date, the commercial operation date for MD and VS was expected to be December 31, 2022 and February 1, 2023, respectively. However, as of October 1, 2022, the commercial operation date for both projects was extended to February 1, 2024. The Company accounted the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of that date. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March, 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The rent for the lease is $26 per month with a built in escalation to $27 from February 1, 2022 to February 1, 2023, $43 from February 1, 2023 - February 1, 2024, $45 from February 1 2024 - February 1, 2025 and $46 for the remaining lease term. The Company accounted the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of March 31, 2022. The Company currently shares office space with Fortistar and reimburses Fortistar on a monthly basis at a predetermined rate. The Company determined that this is not a lease under ASC 842 as there is no identifiable asset and the Company does not have the right to control the use of the office space. The Company determined that the 3 site leases and the one office lease as operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its consolidated statement of operations for the years ended December 31, 2022 and 2021. The lease expense for the office lease is recorded as part Selling, general and administrative expenses in its consolidated statement of operations for the years ended December 31, 2022 and 2021. Vehicle leases The Company leases approximately 65 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its statement of operations for the year ended December 31, 2022. Adoption of ASC 842 The Company adopted ASC 842 on January 1, 2022, which resulted in the recognition of operating lease right-of-use assets of $13,590 and related lease liabilities for operating leases of $13,302 in Total Assets and Total Liabilities, respectively, on our consolidated balance sheet on January 1, 2022. The Company also recognized $796 of finance lease right-of-use assets and related f lease liabilities for finance leases of $766 in Total Assets and Total Liabilities, respectively, on our consolidated balance sheet on January 1, 2022. The Company adopted ASC 842 using the adoption date transition method. Under this method, the Company will apply the guidance to each lease that had commenced as of the beginning of the reporting period in which the entity first applies the leases standard (referred to as the “application date” or the “effective date” under this method) with a cumulative-effect adjustment as of that date. Prior comparative periods would be not be adjusted under this method. The Company will provide necessary disclosures for the comparative periods . Determination of incremental borrowing rate Under ASC 842, at lease commencement, a lessee must develop a discount rate to calculate the present value of the lease payments so that it can determine lease classification and measure the lease liability. When determining the discount rate to be used at lease commencement, a lessee must use the rate implicit in the lease unless that rate cannot be readily determined. When the rate implicit in the lease cannot be readily determined, the lessee should use its incremental borrowing rate. The incremental borrowing rate is the rate that reflects the interest a lessee would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment. The Company determined that its' lease contracts do not contain an implicit borrowing rate. Therefore, the Company arrived at the incremental borrowing rate by determining the Company's implied credit rating and interest rates on its current collateralized borrowings as of January 1, 2022. The Company then determined the incremental borrowing rate for each lease based on the remaining lease term on the specific lease. Based on the above methodology, the Company's incremental borrowing rates ranged from 2.3% to 5.4% for the lease contracts for which the Company recorded right-of-use assets and corresponding lease liabilities. The Company updated the incremental borrowing rate at the end of each reporting period and applied that rate to any new leases entered into in the applicable reporting period. The Company calculated the net present value of the remaining lease payments as of January 1, 2022 for existing leases as of that date and recorded the right-of-use assets and corresponding liabilities on the Adoption Date. For the leases entered into during 2022, the Company recorded the right-of-use asset and lease liabilities in the reporting period the lease term began. Additionally, the Company recorded lease modifications on three leases where the lease term was extended. Prior to January 1, 2022, the Company recognized lease expense in accordance with then-existing ASC 840. Because both ASC 842 and ASC 840 generally recognize operating lease expense as a single line expense on a straight-line basis over the term of the lease arrangement, there were no material differences between the timing and amount of lease expense recognized for the operating leases under the two accounting methodologies for the years ended December 31, 2022 and 2021. However, the adoption of ASC 842 changed the expense recognition on finance leases by splitting the lease expense into its individual elements - amortization expense and interest expense. Although there was no material difference in the total expense recognized in its statement of operations for the years ended December 31, 2022 and 2021, the lease expense on finance leases for the year ended December 31, 2022 has been presented as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its consolidated statement of operations. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. Right-of-use assets and Lease liabilities as of December 31, 2022 and January 1, 2022 are as follows: Description Location in Balance Sheet December 31, 2022 January 1, 2022 (1) Assets: Operating leases: Site leases (2) Right-of-use assets $ 10,338 $ 13,242 Office lease (3) Right-of-use assets 1,406 348 11,744 13,590 Finance leases: Vehicle leases (4) Property, plant and equipment, net 1,236 796 12,980 14,386 Liabilities: Sites leases Lease liabilities - current portion 181 86 Office lease Lease liabilities - current portion 449 294 Vehicle leases Accrued expenses and other current liabilities 449 308 1,079 688 Sites leases Lease liabilities - non-current portion 10,135 12,895 Office lease Lease liabilities - non-current portion 1,110 28 Vehicle leases Other long-term liabilities 825 458 $ 12,070 $ 13,381 (1) The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 2.30% to 5.40%. (2) The Company recorded lease modifications on two of site leases on October 1, 2022 where the lease term was extended and reduced the right-of-use asset and the corresponding lease liabilities by $2,550 as the incremental borrowing rates increased in the fourth quarter of 2022 when the lease modification was recorded. (3) The Company exercised its option to extend the lease in March 2022 which the Company recorded as a lease modification. The Company increased the right-of-use asset and the corresponding lease liability by $1,829. (4) The Company entered into multiple vehicle leases during 2022 which were recorded as new leases at the beginning of the lease term. The Company recorded an aggregate of $903 right-of-use assets and corresponding lease liabilities. The table below presents components of the Company's lease expense for the year ended December 31, 2022: Description Location in Statement of Operations Amount (1) Operating lease expense for site leases Cost of sales - RNG Fuel $ 1,044 Operating lease expense for office lease Selling, general, administrative expenses 484 Amortization of right-of-use assets - finance leases Depreciation, amortization and accretion expense 429 Interest expense on lease liabilities - finance leases Interest and financing expense, net 45 $ 2,002 (1) The Company does not have material short term lease expense for the year ended December 31, 2022 The Company did not enter into any operating leases greater than 12 months for the year ended December 31, 2022. Weighted average remaining lease term (years) December 31, 2022 Operating leases 18.6 years Financing leases 3.0 years Weighted average discount rate Operating leases 7.87 % Financing leases 5.82 % The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of December 31, 2022: Site leases Office leases Vehicle leases Total Discount rate upon adoption 5.4 % 2.3 % 7.6 % 2023 $ 1,044 $ 505 $ 510 $ 2,059 2024 1,044 540 419 2,003 2025 1,044 562 312 1,918 2026 1,044 47 156 1,247 2027 and beyond 17,913 — 17,913 22,089 1,654 1,397 25,140 Present value of lease liability 10,316 1,559 1,274 13,149 Lease liabilities - current portion 181 449 449 1,079 Lease liabilities - non-current portion 10,135 1,110 825 12,070 Total lease liabilities $ 10,316 $ 1,559 $ 1,274 $ 13,149 Discount based on incremental borrowing rate $ 11,773 $ 95 $ 123 $ 11,991 The office rent expense for the year ended December 31, 2021 was $1,098. |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 consolidated statements of operations. The swaps expired in September 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 maturity date was extended to March 30, 2023. The Company accounted for the swaption as an economic hedge and included the change in the fair market value in the 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 consolidated 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 year ended December 31, 2022. There are no amounts that would be released from the Other comprehensive income in the next twelve months. The following table summarizes the interest rate swaps in place as of December 31, 2022 and December 31, 2021: Interest rate swap detail Notional Amount Trade date Fixed rate Start date End date December 31, 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 consolidated balance sheets are: December 31, December 31, Location of Fair Value Recognized in Balance Sheet Derivatives designated as economic hedges: Current portion of swaption $ 182 $ — Derivative financial assets, current portion Current portion of interest swaps — (992) Derivative financial liability, current portion Derivatives designated as cash flow hedges: Non current portion of the interest rate swaps 954 — Derivative financial assets, non-current portion $ 1,136 $ (992) The effect of interest rate swaps on the consolidated statement of operations were as follows: Twelve Months Ended Location of (Loss) Gain Recognized in Operations from Derivatives 2022 2021 Interest rate swaps $ 992 $ 1,793 Swaption 182 — Net periodic settlements - interest rate swaps (676) (1,694) $ 498 $ 99 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 consolidated balance sheets. The following table summarizes the fair value of interest rate swaps on the Company's consolidated balance sheets and the effect of netting arrangements and collateral on its financial position: Gross Amounts Gross Amounts Net Amounts of Balance, December 31, 2022: Interest rate swap asset $ 954 $ — $ 954 Swaption asset 182 — 182 $ 1,136 $ — $ 1,136 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 consolidated statement of operations and Derivative financial asset — current and non-current in the 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. The commodity swap contract ended in September 2022 when the facility was shut down. Additionally, the Company entered into an ISDA agreement with Mendocino Capital LLC (“NextEra”), a related party 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 swaps expired in December 2022. Upon the expiry of these swaps, the Company entered into two additional commodity swaps in October 2022 for a period of two years with contract prices ranging between $65.50 and $68.50 per MWh. The swaps are expected to be settled by physical delivery on a monthly basis. The Company elected the normal purchase normal sale exclusion and will not apply fair value accounting under ASC 815, Derivatives and hedging . The Company will continue to assess its normal purchase and normal sale election on a quarterly basis. The Company entered into a new commodity swap with NextEra in November 2022 for a period of two years at a contract price of $81.50 per MWh. The following table summarizes the commodity swaps in place as of December 31, 2022 and December 31, 2021. Trade Date Period From Period To Notional Quantity per Year (“MWh”) Average Contract Price (per MWh) December 31, 2022 October 17, 2022 January 1, 2023 December 31, 2024 70,176 $ 68.50 October 17, 2022 January 1, 2023 December 31, 2024 26,280 $ 65.50 November 17, 2022 January 1, 2023 December 31, 2024 35,088 $ 81.50 December 31, 2021 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 consolidated statements of operations for the years ended December 31, 2022 and 2021: Derivatives not designated as hedging instruments Location of (loss) gain recognized Twelve Months Ended December 31, 2022 2021 Commodity swaps - realized loss Revenues - Renewable power $ (1,757) $ (22) Commodity swaps - unrealized gain (loss) Revenues - Renewable power (512) (1,148) Total realized and unrealized gain (loss) Revenues - Renewable power $ (2,269) $ (1,170) The following table summarizes the derivative assets and liabilities related to commodity swaps as of December 31, 2022 and December 31, 2021 Fair Value Location of Fair value recognized in Balance Sheet December 31, 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 (130) — 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 consolidated statement of operations for the year ended December 31, 2022. The following table summarizes the effect of change in fair value of other derivative liabilities on the consolidated statements of operations for the years ended December 31, 2022 and 2021: Derivative liability Twelve Months Ended December 31, Location of (Loss) Gain Recognized in Operations from Derivatives 2022 2021 Contingent liability payable to non-controlling interest $ 4,365 $ — Put option to Meteora 134 — Sponsor Earnout Awards 1,911 — OPAL Earnout Awards 35,200 — Public and Private Warrants (9,027) — $ 32,583 $ — 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 $88,312 and $134,083 as of December 31, 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 accounts for the Convertible Note Payable at fair value at each reporting period. As of December 31, 2022, the Company recorded the Convertible Note Payable at par plus accrued interest as it is payable on demand by either party and therefore represents fair value. The fair value as of December 31, 2021 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 as of December 31, 2021 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 consolidated statement of operations. The Company redeemed the outstanding Private and Public Warrants by issuing 3,309,296 and 497,080 shares of Class A common stock in exchange for the 100% of the outstanding Warrants and recorded $25,920 as fair value of shares of Class A common stock issued based on the weighted average closing share price of $6.80 on December 22, 2022 and $6.87 on December 23, 2022, respectively. The Company recorded $3,368 as loss on exchange of warrants in its consolidated statement of operations for the year ended December 31, 2022. The fair value of the Sponsor Earnout Awards as of December 31, 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 $7.28 as of December 31, 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 — 4.0% 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 4.5 year term of the earnout period; • Dividend yield - zero. The fair value of the OPAL Earnout Awards as of December 31, 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. The change in fair value of the OPAL Earnout Awards for the year ended December 31, 2022 resulted in a gain of $35,200 due to decrease in stock price and the EBITDA projections over the 2-year period. Assumptions used in the valuation are as follows: • Current stock price — The Company's closing stock price of $7.28 as of December 31, 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 —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 — 4.0% 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 1.8 year term of the earnout period; • Dividend yield - zero. The fair value of the Company's put option with Meteora as of December 31, 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 $7.28 as of December 31, 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 — 4.0% 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 0.1 year term of the Forward Purchase Agreement; • Dividend yield - zero. The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of December 31, 2022 and December 31, 2021, set forth by level, within the fair value hierarchy: Fair value as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 6,256 $ 6,256 Convertible Note Payable (1) — 28,528 — 28,528 Put option with Meteora — — 4,466 4,466 Commodity swap contracts — 130 — 130 Earnout liabilities — — 8,790 8,790 Assets: Short term investments 64,976 — — 64,976 Swaption — 182 — 182 Interest rate swaps $ — $ 954 $ — $ 954 (1) The fair value of Convertible Note Payable as of December 31, 2022, represents the outstanding principal and paid-in-kind interest. Therefore it did not have any unobservable inputs which required the Company to develop its own assumptions. The methodology for calculating the fair value has changed as of December 31, 2022 as the prepayment penalty was cancelled upon consummation of Business Combination. Therefore, the Convertible Note Payable has been transferred from Level 3 to Level 2. 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 (1) — — 4,456 4,456 Convertible Note Payable — — 58,710 58,710 Interest rate swap — 992 — 992 Assets: Commodity swap contracts — 382 — 382 (1) During the third quarter of 2022, the Company determined that it is no longer required to pay the contingent consideration as the applicable criteria for payment are no longer met and the Company recognized a gain of $4,365 which was recorded as part of change in fair value of derivative instruments, net. A summary of changes in the fair values of the Company’s Level 3 instruments, attributable to asset retirement obligations, for the year ended December 31, 2022 is included in Note 2. Summary of Significant Accounting Policies . |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Related parties are represented by Fortistar and other affiliates, subsidiaries and entities under common control with Fortistar or NextEra. Capital contributions and distribution from and to members During the year ended December 31, 2022 and 2021, the Company received contributions from Fortistar of $0 and $7,531, respectively. Additionally, the Company made distributions to Fortistar of $0 and $3,695 for the year ended December 31, 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 $2,526 and $210 for the years ended December 31, 2022 and 2021, respectively. Please see Note 14. Redeemable Preferred Units and Equity, for additional information. During 2021, the Company sold non-controlling interests to NextEra in four RNG projects (Pine Bend, Noble Road, Emerald and Sapphire) subsidiaries for 50% ownership interest. For the year ended December 31, 2022, the Company received $23,143 as contributions from the sale of such non-controlling interests in Emerald and Sapphire. For the year ended December 31, 2021, the Company received $38,218 as contributions from the sale of non-controlling interests. Issuance of Redeemable preferred non-controlling interests On November 29, 2021, NextEra subscribed for up to 1,000,000 Series A preferred units, which are issuable (in whole or in increments) at the Company’s discretion prior to June 30, 2022. As of December 31, 2021, no Series A preferred units were issued. During the year ended December 31, 2022, the Company had drawn $100,000 and issued 1,000,000 Series A preferred units. The Company recorded paid-in-kind preferred dividend of $5,406 for the year ended December 31, 2022. As of December 31, 2021, no Series A preferred units were issued. Please see Note 14. Redeemable non-controlling interests,Redeemable preferred non-controlling interests and Stockholders' Equity, for additional information. Purchase and sale agreement for environmental attributes On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra for the environmental attributes generated by the RNG Fuels business. Under this agreement, the Company plans to sell a minimum of 90% of the environmental attributes generated and will receive net proceeds based on the agreed upon price less a specified discount. A specified volume of environmental attributes sold per quarter will incur a fee per environmental attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the year ended December 31, 2022, the Company earned net revenues after discount and fees of $76,920 under this contract which was recorded as part of Revenues - RNG fuel. Please see Note 2. Summary of significant accounting policies for additional information. Commodity swap contracts under ISDA The Company entered into an ISDA agreement with NextEra in November 2019. Pursuant to the agreement, the Company entered into commodity swap contracts on a periodic basis. As of December 31, 2022 and 2021, there were three commodity swap contracts outstanding. The Company records the realized and unrealized gain (loss) on these commodity swap contracts as part of Revenues - Renewable Power. Please see Note 10. Derivative instruments and Fair value measurements for additional information. The Company recorded $5,495 and $3,008 as revenues earned under the commodity swap contracts. Issuance of shares of Class A common stock for PIPE investment In July 2022, the Company raised $138,850 in cash net of transaction expenses of $9,700 representing cash received from the closing of Business Combination and PIPE Investment. NextEra subscribed to the PIPE investment and was issued 2,500,000 shares of Class A common stock at $10.0 per share. Please see Note 3. Business Combination , 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 10% 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 $2,302 and net loss of $(124) as its share of net income (loss) for the years ended December 31, 2022 and 2021. Sales contracts with Related Parties In June 2020, OPAL Fuel Station Services ("OFSS"), 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 consolidated statements of operations effective May 1, 2021. The Company accounted for Beacon under equity method for the period between January 1, 2021 and April 30, 2021 prior to the acquisition of remaining interests. Therefore, all environmental fees earned after May 1, 2021 are eliminated in the 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 August 2020, OFSS contracted with Sunoma to dispense RNG and to generate and market the resulting RINs created on behalf of the entity. Additionally, OFSS contracted with Pine Bend in December 2020 and Noble Road in March 2021 to provide the same services. The term of this contract runs for a term of 10 years. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as inventory based on their estimated fair value at contract inception. The Pine Bend and Noble road came online in the first and third quarter of 2022. Sunoma came online in the fourth quarter For the year ended December 31, 2022, the Company earned environmental processing fees of $709, net of intersegment elimination, under this agreement which are included in Fuel Station Services revenues in the consolidated statements of operations. For the year ended December 31, 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 a subsidiary of 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 year ended December 31, 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 $29 recorded as Deferred financing costs as of December 31, 2022: Twelve Months Ended December 31, 2022 2021 Staffing,management services and office costs (1) $ 2,758 $ 8,393 IT services 2,205 1,497 Guarantee fees — 431 Environmental processing fees — 632 Total $ 4,963 $ 10,953 (1) Includes reimbursement of $600 and $378 for the use of office space for the years ended December 31, 2022 and 2021, respectively. |
Reportable Segments and Geograp
Reportable Segments and Geographic Information | 12 Months Ended |
Dec. 31, 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 year ended December 31, 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 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 year ended December 31, 2021 were consolidated in its consolidated statement of operations. As of December 31, 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. Twelve Months Ended 2022 2021 Revenues: Renewable Power $ 41,713 $ 47,317 RNG Fuel 194,369 90,482 Fuel Station Services 70,766 50,443 Other (1) 131 129 Intersegment (13,435) (8,066) Equity Method Investment(s) (58,013) (14,181) $ 235,531 $ 166,124 ____________ (1) Other includes revenues of Fortistar Contracting LLC. Twelve Months Ended 2022 2021 Interest and Financing Expense, Net: Renewable Power $ (5,261) $ (3,606) RNG Fuel (899) 0 Corporate (480) (3,861) $ (6,640) $ (7,467) ____________ Twelve Months Ended 2022 2021 Depreciation, Amortization, and Accretion: Renewable Power $ 5,696 $ 6,072 RNG Fuel 8,542 4,968 Fuel Station Services 846 545 Other (1) 125 128 Equity Method Investment(s) (2,073) (1,060) $ 13,136 $ 10,653 (1) Other includes amortization of intangible assets and depreciation expense not allocated to any segment. Twelve Months Ended 2022 2021 Net income: Renewable Power $ (816) $ (7,245) RNG Fuel 38,250 61,700 Fuel Station Services 8,607 7,149 Corporate (19,246) (23,103) Equity Method Investment(s) 5,784 2,268 $ 32,579 $ 40,769 Twelve Months Ended 2022 2021 Cash paid for Purchases of Property, Plant, and Equipment: Renewable Power $ 2,001 $ — Fuel Station Services (1) 7,565 10,792 RNG Fuel 121,844 78,854 $ 131,410 $ 89,646 (1) Includes cash paid for finance leases of $863 and $0 for the years ended December 31, 2022 and 2021. December 31, December 31, Total Assets: Renewable Power $ 43,468 $ 43,728 RNG Fuel 376,933 215,512 Fuel Station Services 90,486 56,567 Corporate and other 82,204 17,887 Equity Method Investment(s) 51,765 47,150 $ 644,856 $ 380,844 Geographic Information: The Company's assets and revenue generating activities are domiciled in the United States. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 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 December 31, 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 year ended December 31, 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 consolidated balance sheet as of December 31, 2022 and recorded $4,365 as change in fair value of derivative instruments,net in its consolidated statement of operations for the year ended December 31, 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 consolidated balance sheets as of December 31, 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 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 consolidated balance sheet items for consolidated VIEs as of December 31, 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 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 $ 12,506 $ 1,991 Accounts receivable, net 966 40 Restricted cash - current 6,971 — Prepaid expenses and other current assets 415 113 Total current assets 20,858 2,144 Property, plant and equipment, net 73,140 27,794 Restricted cash, non-current 2,923 1,163 Total assets $ 96,921 $ 31,101 Liabilities and equity Current liabilities: Accounts payable $ 4,896 $ 544 Accounts payable, related party 433 — Accrued expenses 646 — Accrued capital expenses 7,821 1,722 Sunoma Loan- current portion 380 756 Total current liabilities 14,176 3,022 Sunoma loan, net of debt issuance costs 21,712 16,199 Total liabilities 35,888 19,221 Equity Stockholders' equity 34,588 10,692 Non-redeemable non-controlling interests (1) 26,445 1,188 Total equity 61,033 11,880 Total Liabilities and Equity $ 96,921 $ 31,101 |
Redeemable non-controlling inte
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity | 12 Months Ended |
Dec. 31, 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 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 the consolidated statement of change in redeemable preferred units and stockholders' equity were retroactively adjusted. Common stock After giving effect to the Business Combination, there were (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, $68,359 of Class A common stock and Additional paid-in capital was recorded, net of transaction costs of $6,467. Please see Note 3. Business Combination for additional information . On November 18, 2022, the Company announced the commencement of an exchange offer (the “Offer”) and consent solicitation relating to its outstanding (i) public warrants to purchase shares of Class A common stock of the Company, par value $0.0001 per share which warrants trade on The Nasdaq Capital Market under the symbol “OPALW”(the “Public Warrants”), and (ii) private placement warrants to purchase shares of Class A common stock (the “Private Placement Warrants”) and together with the public warrants, the (“Warrants”). The Company offered all holders of the Warrants the opportunity to receive 0.250 shares of Class A common stock in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the Company solicited consents from holders of the Warrants to amend the warrant agreement that governs all of the warrants (the “Warrant Agreement”) to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.225 shares of Class A common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (the “Warrant Amendment”). On December 22, 2022, the Company completed the exchange offer and issued 3,309,296 shares of Class A common stock in exchange for the warrants tendered in the Offer. Pursuant to the Warrant Amendment dated December 21, 2022, the Company exercised its right to exchange the Warrants remaining outstanding at the closing of the Offer for 0.225 shares of Class A common stock per Warrant (the “Post-Offer Exchange”) and issued 497,080 shares of Class A common stock on December 23, 2022. Following the completion of the Offer and the Post-Offer Exchange the Public Warrants were suspended from trading on the Nasdaq and delisted. There are no longer any Warrants outstanding. The Company recorded $3,368 as loss on exchange of Warrants. 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, 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 year ended December 31, 2022, the Company had drawn $100,000 and issued 1,000,000 Series A preferred units. Upon completion of Business Combination, the Company assumed Series A-1 preferred units and Series A preferred units which were issued and outstanding by OPAL Fuels. The Company recorded the Series A-1 preferred units and Series A preferred units as Redeemable preferred non-controlling interests. The Company 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 December 31, 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 December 31, 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 — 2,347 — 4,841 Paid-in kind dividends attributable to Class A common stockholders — 179 — 565 Balance, December 31, 2022 300,000 $ 32,736 1,000,000 $ 105,406 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. Redeemable non-controlling interests have been presented as mezzanine equity in the consolidated statements of change in Redeemable non-controlling interests, Redeemable preferred non-controlling interests and stockholders' |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share The basic income per share of Class A common stock is computed by dividing the net income 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 consolidated financial statements. Therefore net income per share information has not been presented for periods prior to Business Combination on July 21, 2022. The basic and diluted net income per share for the year ended December 31, 2022 represent only the period from July 21, 2022 to December 31, 2022. The diluted income per share of Class A common stock for the year ended December 31, 2022 does not include Redeemable preferred non-controlling interests, Convertible Note Payable because the substantive contingency for conversion has not been met as of December 31, 2022. 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 December 31, 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: Twelve Months Ended December 31, 2022 Net loss attributable to Class A common stockholders $ 3,391 Less: change in fair value of the put option on the forward purchase agreement 134 Diluted Net loss attributable to Class A common stockholders 3,257 Weighted average number of shares of Class A common stock - basic 25,774,312 Effect of dilutive Restricted Stock Units 14,203 Effect of the dilutive put option on a forward purchase agreement 273,883 Weighted average number of shares of Class A common stock - diluted 26,062,398 Net loss per share of Class A common stock Basic $ 0.13 Diluted $ 0.12 , |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2022 and 2021, the Company recognized federal and state income tax expense of $— and $—, respectively. The effective tax rate was 0% for the year ended December 31, 2022. The difference between the Company's effective tax rate for the year ended December 31, 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. and State deferred tax assets, income (loss) from pass-through entities not attributable to Class A common stock and state and local taxes. Twelve Months Ended 2022 2021 Expected income tax at statutory rate $ 6,884 $ — State income taxes, net of federal 184 — Earnings attributable to non-controlling interest (6,172) — Change in valuation allowance (896) — Total tax expense $ — $ — The components of the deferred tax assets and liabilities are as follows: Twelve Months Ended 2022 2021 Deferred tax assets: Investment in partnership $ 26,637 $ — 163j interest limitation 109 — Federal NOL carryforward 3,094 — State NOL carryforward 677 — Total deferred tax assets 30,517 — Valuation allowance for deferred tax assets (30,517) — Deferred tax assets, net of valuation allowance — — Deferred tax liabilities: Total deferred tax liabilities — — Net deferred income tax asset or liability $ — $ — As of December 31, 2022, the Company is in a net deferred tax asset position. Based on all available positive and negative evidence, including projections of future taxable income, the Company believes it is more likely than not that the deferred tax assets will not be realized. As such, a full valuation allowance was recorded against the net deferred tax asset position for federal and state purposes as of December 31, 2022. For purposes of determining pre-tax income/(loss) for the pre Business Combination period, the Company relied on the historical financial statements of Opal Fuels, LLC as this is the best information to represent the historic pre-tax income/(loss) of Opal Fuels Inc. As of December 31, 2022, the Company is in a three-year cumulative income position, excluding non-recurring items, of approximately $1000. However, the primary driver of the cumulative income position as of December 31, 2022, is the income statement impact of the mark-to-market earnout liability. The Company notes that mark-to-market (“MTM”) adjustments are volatile and can fluctuate over time. As a result, management has determined that due to the fluctuation of this MTM adjustment and the near breakeven nature of the three-year cumulative income, the Company does not have sufficient positive evidence to release the valuation allowance. Should future results of operations demonstrate a trend of profitability, additional weight may be placed upon other evidence, such as forecasts of future taxable income. Additionally, future events and new evidence, such as the integration and realization of profit from recently acquired assets, could lead to increased weight being placed upon future forecasts and the conclusion that some or all of the deferred tax assets are more likely than not to be realizable. Therefore, the Company believes that there is a possibility that some or all of the valuation allowance could be released in the foreseeable future. Payments under Tax Receivable Agreement Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the IRS or another tax authority may challenge all or a part of the existing tax basis, tax basis increases, or other tax attributes subject to the Tax Receivable Agreement, and a court could sustain such challenge. The parties to the Tax Receivable Agreement will not reimburse us for any payments previously made if such tax basis is, or other tax benefits are, subsequently disallowed, except that any excess payments made to a party under the Tax Receivable Agreement will be netted against future payments otherwise to be made under the Tax Receivable Agreement, if any, after the determination of such excess. If we experience a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, any plan of liquidation and other forms of business combinations or changes of control) or the Tax Receivable Agreement terminates early (at our election or as a result of a breach, including a breach for our failing to make timely payments under the Tax Receivable Agreement for more than three months, except in the case of certain liquidity exceptions), we could be required to make a substantial, immediate lump-sum payment based on the present value of hypothetical future payments that could be required under the Tax Receivable Agreement. The calculation of the hypothetical future payments would be made using certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) the sufficiency of taxable income to fully utilize the tax benefits, (ii) any OPAL Fuels Common Units (other than those held by us) outstanding on the termination date are exchanged on the termination date and (iii) the utilization of certain loss carryovers over a certain time period. Our ability to generate net taxable income is subject to substantial uncertainty. Accordingly, as a result of the assumptions, the required lump-sum payment may be significantly in advance of, and could materially exceed, the realized future tax benefits to which the payment relates. |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation | Stock-based compensation 2022 Omnibus Equity Incentive Plan The Company adopted 2022 Omnibus Equity Incentive Plan (the "2022 Plan") in 2022 which was approved by our shareholders on July 21, 2022. The purposes of the 2022 Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and success of the Company, (ii) strengthen the commitment of such individuals to the Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. The 2022 Plan allows for granting of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The Company registered 19,811,726 shares of Class A common stock that can be issued under this Plan. On October 4, 2022, the Company granted 428,902 restricted stock units for certain eligible employees and board of directors under the 2022 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 for the year ended December 31, 2022 is $830 which is included in the selling, general and administrative expenses in the consolidated statement of operations. The following table shows the outstanding restricted stock units outstanding as of December 31, 2022: Restricted stock units Weighted average fair value per restricted unit on grant date Aggregate fair value Vesting terms Unvested restricted stock units outstanding as of December 31, 2021 — $ — $ — Issued during 2022 428,902 7.94 3,405 100% vesting on October 3, 2023 Forfeitures during 2022 (6,553) 7.94 (52) Unvested restricted stock units outstanding at December 31, 2022 422,349 $ 7.94 $ 3,353 Parent Equity Awards During the years ended December 31, 2020 and 2019, Fortistar granted certain equity-based awards to certain employees of the Company in the form of residual equity interests (“Profit Interests”) in four wholly-owned subsidiaries of the Company. The Profit Interests do not have voting rights and shall participate in the income distributions when the subsidiaries achieve certain financial targets. These Profits Interests were restructured in December 2020, at which time they became based on a portion of Fortistar's indirect ownership in the Company, rather than in Fortistar's ownership interest in Company subsidiaries. The percentage of Profit Interests issued in the investment entities that were established to grant the incentive units ranged between 34%-37% in the four wholly-owned subsidiaries. These Profit Interests vest ratably over a period of five years from the grant date. There were no new residual equity interest grants during the year ended December 31, 2022. As of December 31, 2022, 66% of the Profit Interests issued vested and there were 34% of Profit Interests unvested. There were no forfeitures during the year ended December 31, 2022. As of December 31, 2021, 46% of the Profit Interests issued vested and there were 54% of Profit Interests unvested. The stock-based compensation expense for the above stock awards under the 2022 Plan as well as Parent Equity Awards is included in the selling, general and administrative expenses: Twelve Months Ended 2022 2021 2022 Plan $ 830 $ — Parent Equity Awards 639 639 $ 1,469 $ 639 The future compensation to be recognized for the stock awards under 2022 Plan for the year ending December 31, 2023 is estimated to be $2,523. The future compensation to be recognized for the Parent Equity Awards as of December 31, 2022 is $1,092 and will be recognized the remaining vesting period which ranges from one |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit As of December 31, 2022 and December 31, 2021, the Company was required to maintain nine standby letters of credit totaling $2,292 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 | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 23, 2023, pursuant to the terms of the Forward Purchase Agreement, Meteora exercised its option to sell back 1,635,783 shares to the Company. $16,849 of the funds held in escrow which were previously recorded as part of Restricted Cash - current on its consolidated balance sheet as of December 31, 2022 were released to Meteora excluding interest accrued. In connection with the above, the Sponsor forfeited 197,258 shares of Class A common stock on January 26, 2023 pursuant to the terms of certain letter agreement dated July 21, 2022. On March 20, 2023, the Company repaid in full, the outstanding principal balance of the term loan as well as the revolver facility of $22,750 under the Senior Secured Credit Facility. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and includes the accounts of the Company and all other entities in which the Company has a controlling financial interest: Fortistar Methane 3 LLC (“FM3”), Fortistar Methane 4 LLC, Beacon RNG LLC (“Beacon”) Sunoma Holdings, LLC (“Sunoma”), Emerald RNG LLC (“Emerald”), Sapphire RNG LLC (“Sapphire”), New River LLC (“New River”), Reynolds NRG LLC (“Reynolds”), Central Valley LLC (“Central Valley”), Prince William RNG LLC (“Prince William”), Fortistar Contracting LLC, Fortistar RNG LLC, and OPAL Fuel station services LLC (“Fuel station services”). The Company’s consolidated financial statements include the assets and liabilities of these subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The non-controlling interest attributable to the Company's variable interest entities ("VIE") are presented as a separate component from the Stockholders' (deficit) equity in the consolidated balance sheets and as a non-redeemable non-controlling interests in the consolidated statements of changes in redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' (deficit) equity. |
Variable Interest Entities | Variable Interest Entities Our policy is to consolidate all entities that we control by ownership of a majority of the outstanding voting stock. In addition, we consolidate entities that meet the definition of a variable interest entity (“VIE”) for which we are the primary beneficiary. The Company applies the VIE model from ASC 810 when the Company has a variable interest in a legal entity not subject to a scope exception and the entity meets any of the five characteristics of a VIE. The primary beneficiary of a VIE is considered to be the party that both possesses the power to direct the activities of the entity that most significantly impact the entity’s economic performance and has the obligation to absorb losses or the rights to receive benefits of the VIE that could be significant to the VIE. To the extent a VIE is not consolidated, the Company evaluates its interest for application of the equity method of accounting. Equity method investments are included in the consolidated balance sheets as “Investments in other 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. |
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 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the residual value of the useful lives of our property, plant and equipment, the fair value of stock-based compensation, asset retirement obligations, the estimated losses on our trade receivables, percentage completion for revenue recognition, incremental borrowing rate for calculating the right-of-use assets and lease liabilities, the fair value of the Convertible Note Payable (as defined below), the impairment assessment of goodwill, and the fair value of derivative instruments. Actual results could differ from those estimates. |
Accounting Pronouncements | Accounting Pronouncements 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. The Company adopted ASC 842 as of January 1, 2022 and evaluated all of its contracts and recorded right-of-use assets and corresponding lease liabilities on its consolidated balance sheet as of December 31, 2022. The Company adopted ASC 842 using the modified retrospective transition method of adoption. Under this method, the cumulative effect of applying the new lease standard is recorded with no restatement of any comparative prior periods presented. As provided by ASC 842, the Company elected to record the required cumulative effect adjustments to the opening balance sheet in the period of adoption rather than in the earliest comparative period presented. As a result, prior periods as reported by the Company have not been impacted by the adoption. In connection with its adoption of ASC 842, the Company elected the "package of 3" practical expedients permitted under the transition guidance which are described below in which the Company is: • Allowed not to reassess whether any expired or existing contracts are or contain leases. • Allowed not to reassess any expired or existing lease classifications. • Allowed not to reassess initial direct costs for any existing leases. Additionally, the Company elected the practical expedient allowed under the transition guidance of ASC 842 to not separate the lease and non-lease components related to a lease contract and to account for them as a single lease component for the purposes of the recognition and measurement requirements of ASC 842. The Company elected not to use the practical expedient of hindsight in determining the lease term and in assessing the impairment of the Company's lease right-of-use assets. The Company elected to not to recognize right-of-use assets and related lease liabilities for short term leases with the original lease term of less than 12 months. As required by ASC 842, the Company's disclosures around its leasing activities have been significantly expanded to enable users of our consolidated financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. Please see Note 9 Leases for additional information. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses, with the objective of providing financial statement users information about the credit risk inherent in an entity’s financial statements as well as to explain management’s estimate of expected credit losses and the changes in the allowance for such losses. This standard is effective for the Company from March 31, 2023. The Company does not expect to have a material impact to its financial statements upon adoption. 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. |
Short term investments | Short term investments The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity greater than three months at the time of purchase to be short term investments. The Short term investments of $64,976 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 December 31, 2022. The amounts in these money market accounts are liquid and available for general use. Our short term investments are generally invested in commercial paper issued by highly credit worthy counter parties and government backed treasury bills. Investments are generally not FDIC insured and we take counter party risk on these investments. |
Derivative warrant liabilities | Derivative warrant liabilitiesThe Company assumed the Public Warrants and Private Warrants upon the completion of the Business Combination. The Company accounted for warrants for shares of the Company's stock that are not indexed to its own stock as liabilities at fair value on the consolidated balance sheet. The warrants were remeasured at each balance sheet date and any change in fair value is recognized in the Company's consolidated statement of operations as part of change in fair value of derivative instruments, net. |
Redeemable non-controlling interests | Redeemable non-controlling interests Redeemable non-controlling interests represent the portion of OPAL Fuels that the Company controls and consolidates but does not own. The Redeemable non-controlling interest was created as a result of the Business Combination and represents 144,399,037 Class D Units issued by OPAL Fuels to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the consolidated statement of operations. |
Stock-based compensation | Stock-based compensation The Company issues stock-based compensation utilizing both stock options and stock grants. In accordance with ASC 718, Stock Compensation, ("ASC 718"), stock-based compensation is measured at the fair value of the award at the date of grant and recognized over the period of vesting on a straight-line basis using the graded vesting method. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model. Please see Note 17. Stock-Based Compensation , for additional information. Forfeitures are recognized as they occur. |
Net income per share | Net income 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), Restricted Stock Units, the put option a forward purchase agreement, redeemable preferred non-controlling interests, Sponsor Earnout Awards and OPAL Earnout Awards. |
Accounts Receivable, Net | Accounts Receivable, NetAccounts receivable represent amounts due from the sale of RNG, natural gas, gas transportation, construction contracts, service contracts, environmental attributes, electricity, capacity, and LFG. The accounts receivable are the net estimate realizable value between the invoiced accounts receivable and allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition to determine and estimate the allowance for doubtful accounts. The accounts receivable are the net estimate of the realizable value between the invoiced accounts receivable and allowance for doubtful accounts. The Company performs ongoing credit evaluations of its customers’ financial condition to determine and estimate the allowance for doubtful accounts. |
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 Environmental credits held for sale within current assets 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, a related party, for the environmental attributes generated by the RNG Fuels business. Under this agreement, the Company is committed 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 discount fee per environmental attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the year ended December 31, 2022, the Company earned net revenues after discount and fees of $76,920 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. Upon adoption of ASC 842, the Company adopted the practical expedient not to reassess the classification. For additional information on lease revenues earned, please see Note 9. Leases. |
Contract Assets and Contract Liabilities | Contract Assets Contract assets consist primarily of costs and estimated earnings in excess of billings and retainage receivables. Costs and estimated earnings in excess of billings represent unbilled amounts earned and reimbursable under construction contracts and arise when revenues have been recognized but amounts are conditional and have yet to be billed under the terms of the contract. Included in costs and estimated earnings in excess of billings are amounts the Company will collect from customers, changes in contract specifications or design, costs associated with contract change orders in dispute or unapproved as to scope or price, or other customer-related causes of unanticipated contract costs. Amounts become billable according to contract terms, which consider the progress on the contracts as well as achievement of certain milestones and completion of specified units of work. Except for claims, such amounts will be billed over the remaining life of the contract. Contract Liabilities |
Parts Inventory | Parts Inventory Parts inventory, also referred to as supplies inventory, consists of shop spare parts inventory and construction site parts inventory. Inventory is stated at the lower of cost or net realizable value. The substantial amount of inventory is identified, tracked and treated as finished goods. An annual review of inventory is performed to identify obsolete items. |
Capital Spares | Capital Spares Capital spares consist primarily of large replacement parts and components for the RNG facilities and power plants. These parts, which are vital to the continued operation of the RNG facilities and power plants and require a substantial lead time to acquire, are maintained on hand for emergency replacement. Capital spares are recorded at cost and expensed when placed into service as part of a routine maintenance project or capitalized when part of a plant improvement project. |
Property, Plant and Equipment, net | Property, Plant, and Equipment, net Property, plant, and equipment are recorded at cost, except for the portion related to asset retirement obligations, which are recorded at estimated fair value at the time of inception. Direct costs related to the construction of assets and renewals and betterments that materially improve or extend the life of the assets are capitalized. Additionally, any interest expense incurred on any outstanding construction loans such as interest on our Sunoma loan is capitalized to the specific project. Replacements, maintenance, and repairs that do not improve or extend the life of the respective assets are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Plant and equipment 5 - 30 years CNG/RNG fueling stations 10-20 years Construction in progress N/A Buildings 40 years Land N/A Service equipment 5-10 years Leasehold improvements shorter of lease term or useful life Vehicles 7 years Office furniture and equipment 5-7 years Computer software 3 years Other 7 years When plant and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed, and a gain or loss is recognized in the consolidated statements of operations. The Company capitalizes costs related to the development and construction of new projects when there is a significant likelihood that the project will be constructed for its intended use. This is determined based on the attainment of certain milestones, including, but not limited to, the receipt of permits; final negotiation of major contracts including gas rights agreements, gas transportation and engineering, procurement and construction contracts. Costs incurred prior to this time are expensed. Additionally, the Company capitalizes any interest incurred on its generic borrowings during the construction phase until the project becomes operational. |
Environmental credits held for sale | Environmental credits held for saleRNG 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. |
Major Maintenance | Major MaintenanceMajor maintenance is a component of maintenance expense and encompasses overhauls of internal combustion engines, gas compressors and electrical generators. Major maintenance is expensed as incurred. |
Goodwill | GoodwillGoodwill represents the excess of purchase price of an acquisition over the fair value of net assets acquired in a business combination subject to ASC 805, Business Combinations. Goodwill is not amortized, but the potential impairment of goodwill is assessed at least annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. Accounting rules require that the Company test at least annually, or more frequently when a triggering event occurs that indicates that the fair value of the reporting unit may be below its carrying amount, for possible goodwill impairment in accordance with the provisions of ASC 350-10. The Company performs its annual test in fourth quarter of each year.During 2020, the Company has adopted the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2017-04, Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment. Under this guidance, the Company performed qualitative test for goodwill on Beacon and Trustar for the year ended December 31, 2022. As a result of these tests, the Company determined that the fair value of its reporting unit exceeded its carrying value and, thus, the Company determined that goodwill was not impaired. |
Intangible Assets | Intangible Assets and Liabilities Identifiable intangible assets consist of three PPAs, one fueling station contract, one transmission/distribution interconnection, and the cost of intellectual property all of which are amortized using the straight-line method over the underlying applicable contract periods or useful lives which range from five |
Intangible Liabilities | The PPA intangible liabilities are amortized using the straight-line method over their contract life. Amortization related to these intangible liabilities is included in RNG fuel revenue and Renewable power revenue, respectively, in the consolidated statements of operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are impaired, the impairment to be recognized is measured by the amount that the carrying amounts of the assets exceed the fair value of the assets. Assets disposed of are reported at the lower of the carrying amount or fair value less selling costs. There was no material impairment expense booked for the years ended December 31, 2022 and 2021. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, and/or (ii) information available regarding the current market value for such assets. We use our best estimates in making these evaluations and consider various factors, including future pricing and operating costs. However, actual future market prices and project costs could vary from the assumptions used in our estimates and the impact of such variations could be material. |
Derivative Instruments | Derivative Instruments The Company estimates the fair value of its derivative instruments using available market information in accordance with ASC 820 for fair value measurements and disclosures of derivatives. Derivative instruments are measured at their fair value and recorded as either assets or liabilities unless they qualify for an exemption from derivative accounting measurement such as normal purchases and normal sales. All changes in the fair value of recognized derivatives are recognized currently in earnings. The Company enters into electricity forward sale agreements. Some of these electricity forward sale agreements meet the definition of a derivative but qualify for the normal purchases and normal sales exception from derivative accounting treatment. In accordance with authoritative guidance for derivatives, the Company considers both qualitative and quantitative factors when determining whether a contract qualifies for the normal purchases and normal sales exception. There are two electricity forward sales agreements during 2022 that were recorded under the normal purchases and normal sales exception and, therefore, fair value adjustments were not required for the year ended December 31, 2022. Please see Note 10. Derivative Financial Instruments and fair value measurements for additional information. The Company enters into commodity swap arrangements as economic hedges against market price volatility of Renewable power sales. These commodity swap agreements do not qualify for the normal purchases and normal sales exception and therefore are accounted for as derivatives under ASC 815, Derivatives and Hedging. The Company does not designate its derivative instruments to qualify for hedge accounting. Accordingly, these commodity swap agreements are measured at their fair value and recorded as either current or non-current assets or liabilities and any changes in fair value are recorded as part of Revenues in its consolidated statements of operations for the years ended December 31, 2022 and 2021. 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 consolidated statements of operations. The swaps expired in September 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 maturity date was extended to March 30, 2023. The Company accounted for the swaption as an economic hedge and included the change in the fair market value in the consolidated statement of operations. 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 consolidated balance sheets. 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 consolidated statement of operations and Derivative financial asset — current and non-current in the 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. |
Vulnerability Due to Certain Concentrations | Vulnerability Due to Certain Concentrations Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, short term investments, derivative instruments and trade accounts receivable. The Company holds cash, cash equivalents and restricted cash at several major financial institutions, much of which exceeds FDIC insured limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with any one financial institution and monitor the credit ratings of those institutions. While the Company may be exposed to credit losses due to the nonperformance of the holders of its deposits, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows or financial condition. |
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 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. Payments under Tax Receivable Agreement Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the IRS or another tax authority may challenge all or a part of the existing tax basis, tax basis increases, or other tax attributes subject to the Tax Receivable Agreement, and a court could sustain such challenge. The parties to the Tax Receivable Agreement will not reimburse us for any payments previously made if such tax basis is, or other tax benefits are, subsequently disallowed, except that any excess payments made to a party under the Tax Receivable Agreement will be netted against future payments otherwise to be made under the Tax Receivable Agreement, if any, after the determination of such excess. If we experience a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, any plan of liquidation and other forms of business combinations or changes of control) or the Tax Receivable Agreement terminates early (at our election or as a result of a breach, including a breach for our failing to make timely payments under the Tax Receivable Agreement for more than three months, except in the case of certain liquidity exceptions), we could be required to make a substantial, immediate lump-sum payment based on the present value of hypothetical future payments that could be required under the Tax Receivable Agreement. The calculation of the hypothetical future payments would be made using certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) the sufficiency of taxable income to fully utilize the tax benefits, (ii) any OPAL Fuels Common Units (other than those held by us) outstanding on the termination date are exchanged on the termination date and (iii) the utilization of certain loss carryovers over a certain time period. Our ability to generate net taxable income is subject to substantial uncertainty. Accordingly, as a result of the assumptions, the required lump-sum payment may be significantly in advance of, and could materially exceed, the realized future tax benefits to which the payment relates. |
Investment in other entities | Investment in other entities Investment in other entities includes the Company’s interests in certain investees which are accounted for under the equity method of accounting as the Company has determined that the investment provides the Company with the ability to exercise significant influence, but not control, over the investee. The Company’s investments in these nonconsolidated entities are reflected in the Company’s consolidated balance sheet at cost. The amounts initially recognized are subsequently adjusted for the impacts of impairment, capitalized interest and Company’s share of earnings (losses) which are recognized as income (loss) from equity method investments in the consolidated statement of operations after adjustment for the effects of any basis differences. Investments are also increased for contributions made to the investee and decreased by distributions from the investee and classified in the statement of cash flows using the cumulative earnings approach. |
Leases | Leases On January 1, 2022 (the "Adoption Date"), the Company adopted ASC 842. Under the new lease standard, lessees are required to recognize a right-of-use asset and a lease liability for substantially all leases. The new lease standard will continue to classify leases as either financing or operating, with classification affecting the pattern of expense recognition. The accounting applied by a lessor under the new guidance will be substantially equivalent to current lease accounting guidance. The following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Additionally, the Company currently has two FPAs which have minimum volume requirements. The Company evaluated these two contracts under ASC 840 and classified them as operating leases. The Company elected not to reassess the lease classification on January 1, 2022 due to change in criteria under ASC 842 for these two FPAs. There were no amendments to one of the contracts after the Adoption Date. However, one of the FPAs was amended on August 25, 2022. The amendment specifically changed the counter party to another affiliate of our customer and amended the rate for fuel dispensed amongst other things. The Company reassessed the contract under ASC 842 on August 25, 2022 and determined that the contract no longer is considered a lease under ASC 842 because the customer does not substantially get all the economic benefits of the use of the fuel station. This conclusion was reached because the Company retained the right to keep all the environmental attributes and monetize by selling them to a unrelated third party. Therefore, the Company included only the portion of revenue earned from this FPA from January 1, 2022 till August 25, 2022 as part of the lease revenue. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the Adoption Date. The adoption of ASC 842 did not materially impact the revenue recognition for the above contracts. Included in RNG fuel revenues are $3,510 and $3561 related to the lease portion of the FPAs for the years ended December 31, 2022 and 2021, respectively. Included in Renewable Power revenues are $1,364 and $1,890 related to the lease element of the PPAs for the years ended December 31, 2022 and 2021, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MS Digester ("MS") and VS Digester ("VS"). – As of the Adoption Date, the lease at Beacon facility is for 20 years at a monthly rent of $11,050. – As of the Adoption Date, the lease term for MD and VS is for a period of 20 years from their commercial operation date at a quarterly rent of $125,000. As of the Adoption Date, the commercial operation date for MD and VS was expected to be December 31, 2022 and February 1, 2023, respectively. However, as of October 1, 2022, the commercial operation date for both projects was extended to February 1, 2024. The Company accounted the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of that date. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March, 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The rent for the lease is $26 per month with a built in escalation to $27 from February 1, 2022 to February 1, 2023, $43 from February 1, 2023 - February 1, 2024, $45 from February 1 2024 - February 1, 2025 and $46 for the remaining lease term. The Company accounted the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of March 31, 2022. The Company currently shares office space with Fortistar and reimburses Fortistar on a monthly basis at a predetermined rate. The Company determined that this is not a lease under ASC 842 as there is no identifiable asset and the Company does not have the right to control the use of the office space. The Company determined that the 3 site leases and the one office lease as operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its consolidated statement of operations for the years ended December 31, 2022 and 2021. The lease expense for the office lease is recorded as part Selling, general and administrative expenses in its consolidated statement of operations for the years ended December 31, 2022 and 2021. Vehicle leases The Company leases approximately 65 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its statement of operations for the year ended December 31, 2022. Adoption of ASC 842 The Company adopted ASC 842 on January 1, 2022, which resulted in the recognition of operating lease right-of-use assets of $13,590 and related lease liabilities for operating leases of $13,302 in Total Assets and Total Liabilities, respectively, on our consolidated balance sheet on January 1, 2022. The Company also recognized $796 of finance lease right-of-use assets and related f lease liabilities for finance leases of $766 in Total Assets and Total Liabilities, respectively, on our consolidated balance sheet on January 1, 2022. The Company adopted ASC 842 using the adoption date transition method. Under this method, the Company will apply the guidance to each lease that had commenced as of the beginning of the reporting period in which the entity first applies the leases standard (referred to as the “application date” or the “effective date” under this method) with a cumulative-effect adjustment as of that date. Prior comparative periods would be not be adjusted under this method. The Company will provide necessary disclosures for the comparative periods . Determination of incremental borrowing rate Under ASC 842, at lease commencement, a lessee must develop a discount rate to calculate the present value of the lease payments so that it can determine lease classification and measure the lease liability. When determining the discount rate to be used at lease commencement, a lessee must use the rate implicit in the lease unless that rate cannot be readily determined. When the rate implicit in the lease cannot be readily determined, the lessee should use its incremental borrowing rate. The incremental borrowing rate is the rate that reflects the interest a lessee would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment. The Company determined that its' lease contracts do not contain an implicit borrowing rate. Therefore, the Company arrived at the incremental borrowing rate by determining the Company's implied credit rating and interest rates on its current collateralized borrowings as of January 1, 2022. The Company then determined the incremental borrowing rate for each lease based on the remaining lease term on the specific lease. Based on the above methodology, the Company's incremental borrowing rates ranged from 2.3% to 5.4% for the lease contracts for which the Company recorded right-of-use assets and corresponding lease liabilities. The Company updated the incremental borrowing rate at the end of each reporting period and applied that rate to any new leases entered into in the applicable reporting period. The Company calculated the net present value of the remaining lease payments as of January 1, 2022 for existing leases as of that date and recorded the right-of-use assets and corresponding liabilities on the Adoption Date. For the leases entered into during 2022, the Company recorded the right-of-use asset and lease liabilities in the reporting period the lease term began. Additionally, the Company recorded lease modifications on three leases where the lease term was extended. Prior to January 1, 2022, the Company recognized lease expense in accordance with then-existing ASC 840. Because both ASC 842 and ASC 840 generally recognize operating lease expense as a single line expense on a straight-line basis over the term of the lease arrangement, there were no material differences between the timing and amount of lease expense recognized for the operating leases under the two accounting methodologies for the years ended December 31, 2022 and 2021. However, the adoption of ASC 842 changed the expense recognition on finance leases by splitting the lease expense into its individual elements - amortization expense and interest expense. Although there was no material difference in the total expense recognized in its statement of operations for the years ended December 31, 2022 and 2021, the lease expense on finance leases for the year ended December 31, 2022 has been presented as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its consolidated statement of operations. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. |
Leases | Leases On January 1, 2022 (the "Adoption Date"), the Company adopted ASC 842. Under the new lease standard, lessees are required to recognize a right-of-use asset and a lease liability for substantially all leases. The new lease standard will continue to classify leases as either financing or operating, with classification affecting the pattern of expense recognition. The accounting applied by a lessor under the new guidance will be substantially equivalent to current lease accounting guidance. The following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Additionally, the Company currently has two FPAs which have minimum volume requirements. The Company evaluated these two contracts under ASC 840 and classified them as operating leases. The Company elected not to reassess the lease classification on January 1, 2022 due to change in criteria under ASC 842 for these two FPAs. There were no amendments to one of the contracts after the Adoption Date. However, one of the FPAs was amended on August 25, 2022. The amendment specifically changed the counter party to another affiliate of our customer and amended the rate for fuel dispensed amongst other things. The Company reassessed the contract under ASC 842 on August 25, 2022 and determined that the contract no longer is considered a lease under ASC 842 because the customer does not substantially get all the economic benefits of the use of the fuel station. This conclusion was reached because the Company retained the right to keep all the environmental attributes and monetize by selling them to a unrelated third party. Therefore, the Company included only the portion of revenue earned from this FPA from January 1, 2022 till August 25, 2022 as part of the lease revenue. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the Adoption Date. The adoption of ASC 842 did not materially impact the revenue recognition for the above contracts. Included in RNG fuel revenues are $3,510 and $3561 related to the lease portion of the FPAs for the years ended December 31, 2022 and 2021, respectively. Included in Renewable Power revenues are $1,364 and $1,890 related to the lease element of the PPAs for the years ended December 31, 2022 and 2021, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MS Digester ("MS") and VS Digester ("VS"). – As of the Adoption Date, the lease at Beacon facility is for 20 years at a monthly rent of $11,050. – As of the Adoption Date, the lease term for MD and VS is for a period of 20 years from their commercial operation date at a quarterly rent of $125,000. As of the Adoption Date, the commercial operation date for MD and VS was expected to be December 31, 2022 and February 1, 2023, respectively. However, as of October 1, 2022, the commercial operation date for both projects was extended to February 1, 2024. The Company accounted the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of that date. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March, 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The rent for the lease is $26 per month with a built in escalation to $27 from February 1, 2022 to February 1, 2023, $43 from February 1, 2023 - February 1, 2024, $45 from February 1 2024 - February 1, 2025 and $46 for the remaining lease term. The Company accounted the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of March 31, 2022. The Company currently shares office space with Fortistar and reimburses Fortistar on a monthly basis at a predetermined rate. The Company determined that this is not a lease under ASC 842 as there is no identifiable asset and the Company does not have the right to control the use of the office space. The Company determined that the 3 site leases and the one office lease as operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its consolidated statement of operations for the years ended December 31, 2022 and 2021. The lease expense for the office lease is recorded as part Selling, general and administrative expenses in its consolidated statement of operations for the years ended December 31, 2022 and 2021. Vehicle leases The Company leases approximately 65 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its statement of operations for the year ended December 31, 2022. Adoption of ASC 842 The Company adopted ASC 842 on January 1, 2022, which resulted in the recognition of operating lease right-of-use assets of $13,590 and related lease liabilities for operating leases of $13,302 in Total Assets and Total Liabilities, respectively, on our consolidated balance sheet on January 1, 2022. The Company also recognized $796 of finance lease right-of-use assets and related f lease liabilities for finance leases of $766 in Total Assets and Total Liabilities, respectively, on our consolidated balance sheet on January 1, 2022. The Company adopted ASC 842 using the adoption date transition method. Under this method, the Company will apply the guidance to each lease that had commenced as of the beginning of the reporting period in which the entity first applies the leases standard (referred to as the “application date” or the “effective date” under this method) with a cumulative-effect adjustment as of that date. Prior comparative periods would be not be adjusted under this method. The Company will provide necessary disclosures for the comparative periods . Determination of incremental borrowing rate Under ASC 842, at lease commencement, a lessee must develop a discount rate to calculate the present value of the lease payments so that it can determine lease classification and measure the lease liability. When determining the discount rate to be used at lease commencement, a lessee must use the rate implicit in the lease unless that rate cannot be readily determined. When the rate implicit in the lease cannot be readily determined, the lessee should use its incremental borrowing rate. The incremental borrowing rate is the rate that reflects the interest a lessee would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment. The Company determined that its' lease contracts do not contain an implicit borrowing rate. Therefore, the Company arrived at the incremental borrowing rate by determining the Company's implied credit rating and interest rates on its current collateralized borrowings as of January 1, 2022. The Company then determined the incremental borrowing rate for each lease based on the remaining lease term on the specific lease. Based on the above methodology, the Company's incremental borrowing rates ranged from 2.3% to 5.4% for the lease contracts for which the Company recorded right-of-use assets and corresponding lease liabilities. The Company updated the incremental borrowing rate at the end of each reporting period and applied that rate to any new leases entered into in the applicable reporting period. The Company calculated the net present value of the remaining lease payments as of January 1, 2022 for existing leases as of that date and recorded the right-of-use assets and corresponding liabilities on the Adoption Date. For the leases entered into during 2022, the Company recorded the right-of-use asset and lease liabilities in the reporting period the lease term began. Additionally, the Company recorded lease modifications on three leases where the lease term was extended. Prior to January 1, 2022, the Company recognized lease expense in accordance with then-existing ASC 840. Because both ASC 842 and ASC 840 generally recognize operating lease expense as a single line expense on a straight-line basis over the term of the lease arrangement, there were no material differences between the timing and amount of lease expense recognized for the operating leases under the two accounting methodologies for the years ended December 31, 2022 and 2021. However, the adoption of ASC 842 changed the expense recognition on finance leases by splitting the lease expense into its individual elements - amortization expense and interest expense. Although there was no material difference in the total expense recognized in its statement of operations for the years ended December 31, 2022 and 2021, the lease expense on finance leases for the year ended December 31, 2022 has been presented as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its consolidated statement of operations. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. |
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. 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents, and restricted cash consisted of the following as of December 31, 2022 and December 31, 2021 December 31, December 31, Current assets: Cash and cash equivalents $ 40,394 $ 39,314 Restricted cash - current (1) 32,402 — Long-term assets: Restricted cash held as collateral (2) 4,425 2,740 Total cash, cash equivalents, and restricted cash $ 77,221 $ 42,054 (1) Restricted cash - current primarily consists of (i) $16,849 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) $5,845 equity contribution to a joint venture in connection with the closing of OPAL Term Loan II (iii) |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents, and restricted cash consisted of the following as of December 31, 2022 and December 31, 2021 December 31, December 31, Current assets: Cash and cash equivalents $ 40,394 $ 39,314 Restricted cash - current (1) 32,402 — Long-term assets: Restricted cash held as collateral (2) 4,425 2,740 Total cash, cash equivalents, and restricted cash $ 77,221 $ 42,054 (1) Restricted cash - current primarily consists of (i) $16,849 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) $5,845 equity contribution to a joint venture in connection with the closing of OPAL Term Loan II (iii) |
Changes in the Asset Retirement Obligation | The changes in the asset retirement obligations were as follows as of December 31, 2022: December 31, Balance, December 31, 2021 $ 5,738 Addition 397 Accretion expense 121 Total asset retirement obligation 6,256 Less: current portion (1,296) Total asset retirement obligation, net of current portion $ 4,960 |
Disaggregation of Revenue By Product Line | The following table shows the disaggregation of revenue according to product line: Twelve Months Ended 2022 2021 Renewable power sales $ 33,881 $ 40,259 Third party construction 49,458 32,630 Service 16,449 17,056 Brown gas sales 38,356 12,257 Environmental credits 86,901 55,863 Parts sales 4,391 755 Operating agreements 893 3,172 Other 328 56 Total revenue from contracts with customers 230,657 162,048 Lease revenue (1) 4,874 4,076 Total revenue $ 235,531 $ 166,124 |
Schedule of Other Income | The following table shows the items consisting of items recorded as Other income: Twelve Months Ended 2022 2021 Gain on redemption of Note receivable 1,943 — Other income $ 1,943 $ — |
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: December 31, December 31, Accounts receivable, net $ 31,083 $ 25,391 Contract assets: Cost and estimated earnings in excess of billings $ 7,027 $ 5,989 Accounts receivable retainage, net 2,744 2,495 Contract assets total $ 9,771 $ 8,484 Contract liabilities: Billings in excess of costs and estimated earnings $ 8,013 $ 9,785 Contract liabilities total $ 8,013 $ 9,785 |
Useful Lives of Property, Plant and Equipment, Net | Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Plant and equipment 5 - 30 years CNG/RNG fueling stations 10-20 years Construction in progress N/A Buildings 40 years Land N/A Service equipment 5-10 years Leasehold improvements shorter of lease term or useful life Vehicles 7 years Office furniture and equipment 5-7 years Computer software 3 years Other 7 years December 31, December 31, Plant and equipment $ 201,655 $ 161,387 CNG/RNG fueling stations 34,567 27,892 Construction in progress (1) 152,105 62,616 Buildings 2,585 2,544 Land 1,303 1,303 Service equipment 1,888 1,521 Leasehold improvements 815 815 Vehicles 313 407 Office furniture and equipment 307 302 Computer software 277 277 Vehicles - finance leases 1,236 — Other 487 416 397,538 259,480 Less: accumulated depreciation (100,215) (89,710) Property, plant, and equipment, net $ 297,323 $ 169,770 (1) Includes $3,081 of interest capitalized from our general borrowings for the year ended December 31, 2022 and $861 of interest capitalized on our Sunoma Loan for the year ended December 31, 2021. |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Schedule of Recapitalization | The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of stockholders' equity for the year ended December 31, 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) (6,467) Net additional paid-in capital from Business Combination recorded in Stockholders' equity $ 68,359 (1) Includes $8,041 of Sponsor specific transaction costs paid at closing. (2) Excludes $1,630 of transaction costs paid at closing and recorded on OPAL Fuels' 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) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Equity Method Investments | The following table shows the movement of Investment in other entities: Pine Bend Noble Road GREP Beacon Total Percentage of ownership 50 % 50 % 20 % 44 % Balance at December 31, 2020 $ — $ — $ — $ 25,573 $ 25,573 Contribution to equity method investments — — 1,570 1,570 Net income from equity method investment — — (124) $ 2,392 2,268 Acquisition of remaining ownership interest in Beacon (1) — — — (27,965) (27,965) Deconsolidation of VIEs (2) 21,188 24,516 — 45,704 Balance at December 31, 2021 21,188 24,516 1,446 — 47,150 Additional investment representing capitalized interest (3) 597 — — — 597 Other comprehensive income (4) — — 334 — 334 Net income from equity method investments 733 2,749 2,302 — 5,784 Distributions from return of investment in equity method investment — (2,100) — — (2,100) Balance at December 31, 2022 $ 22,518 $ 25,165 $ 4,082 $ — $ 51,765 (1) The Company acquired 50% of the remaining ownership in Beacon in May 2021 and fully consolidated the entity in the consolidated financial statements after May 1, 2021. (2) The Company re-assessed its equity interests in Pine Bend and Noble Road under ASC 810, Consolidation and determined that entities no longer met any of the characteristics of a variable interest entity primarily because the projects were fully funded and there is sufficient equity at risk as of December 31, 2021. The Company determined that it should account for its interests in both entities under equity method of accounting pursuant to ASC 323, Investments Equity Method and Joint Ventures, as the Company has the ability to exercise significant influence, but not control, over both entities. (3) The capitalized interest is incurred by the Company increasing our basis in Pine Bend. The Company will amortize this amount in future periods over the useful life of the asset. (4) It represents our portion of the other comprehensive income recorded by the equity method investee. The following table summarizes financial information of the unconsolidated entities: December 31, 2022 December 31, 2021 Current assets $ 14,563 $ 21,342 Non-current assets 109,414 44,250 Current liabilities 6,765 4,235 Non-current liabilities 13,825 — Members' equity 103,388 61,358 The following table summarizes the income from equity method investments: Twelve Months Ended December 31, 2022 December 31, 2021 Revenue (1) $ 58,013 $ 14,181 Gross profit 41,932 6,915 Net income 29,983 5,276 Net income from equity method investments (2) $ 5,784 $ 2,268 (1) Revenues include a realized gain of $32,796 from commodity swap contracts on our equity method investment, GREP for the year ended December 31, 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 year ended December 31, 2022 and GREP and Beacon ( January to April 2021) for the year ended December 31, 2021. |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Useful Lives of Property, Plant and Equipment, Net | Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Plant and equipment 5 - 30 years CNG/RNG fueling stations 10-20 years Construction in progress N/A Buildings 40 years Land N/A Service equipment 5-10 years Leasehold improvements shorter of lease term or useful life Vehicles 7 years Office furniture and equipment 5-7 years Computer software 3 years Other 7 years December 31, December 31, Plant and equipment $ 201,655 $ 161,387 CNG/RNG fueling stations 34,567 27,892 Construction in progress (1) 152,105 62,616 Buildings 2,585 2,544 Land 1,303 1,303 Service equipment 1,888 1,521 Leasehold improvements 815 815 Vehicles 313 407 Office furniture and equipment 307 302 Computer software 277 277 Vehicles - finance leases 1,236 — Other 487 416 397,538 259,480 Less: accumulated depreciation (100,215) (89,710) Property, plant, and equipment, net $ 297,323 $ 169,770 (1) Includes $3,081 of interest capitalized from our general borrowings for the year ended December 31, 2022 and $861 of interest capitalized on our Sunoma Loan for the year ended December 31, 2021. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets with Definite Lives | Intangible assets, net, consisted of the following at December 31, 2022 and December 31, 2021: December 31, 2022 Cost Accumulated Intangible Weighted Power purchase agreements $ 8,999 $ (7,488) $ 1,511 18.1 Transmission/distribution interconnection 1,600 (971) 629 15.1 CNG sales contract 807 (799) 8 10.0 Intellectual property 43 (24) 19 5.0 Total intangible assets $ 11,449 $ (9,282) $ 2,167 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 December 31, 2022, estimated future amortization expense for intangible assets is as follows: Fiscal year: 2023 548 2024 267 2025 267 2026 239 Thereafter 846 $ 2,167 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 $ 51,155 $ 3,453 $ 54,608 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | The following table summarizes the borrowings under the various debt facilities as of December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Senior Secured Credit Facility, term loan $ 15,250 $ 73,869 Less: unamortized debt issuance costs — (724) Less: current portion (15,250) (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 96,090 75,000 Less: unamortized debt issuance costs (1,758) (2,485) Less: current portion (27,732) (13,425) OPAL Term Loan, net of debt issuance costs 66,600 59,090 Sunoma Loan 23,000 17,524 Less: unamortized debt issuance costs (908) (569) Less: current portion (380) (756) Sunoma Loan, net of debt issuance costs 21,712 16,199 Convertible Note Payable 28,528 58,710 Less: current portion (28,528) — Convertible Note Payable — 58,710 Municipality Loan 76 278 Less: current portion (76) (194) Municipality Loan — 84 Non-current borrowings total $ 88,312 $ 134,083 |
Schedule of Principal Maturities of Debt | As of December 31, 2022, principal maturities of debt are expected as follows, excluding any undrawn debt facilities as of the date of the consolidated balance sheet: Senior OPAL Term Loan Sunoma Loan Convertible Note Payable (1) Municipality Total Fiscal year: 2023 22,750 27,732 380 28,528 76 79,466 2024 — 27,732 1,608 — — 29,340 2025 — 40,626 1,743 — — 42,369 2026 — — 1,883 — 1,883 2027 — — 17,386 — — 17,386 $ 22,750 $ 96,090 $ 23,000 $ 28,528 $ 76 $ 170,444 (1) The Convertible Note Payable is redeemable on demand at the option of the Company or the lender. |
Schedule of Interest Expense on Borrowings | The following table summarizes the Company's total interest expense for the year ended December 31, 2022 and 2021: Twelve Months Ended 2022 2021 Senior Secured Credit Facility $ 3,779 $ 2,778 Municipality loan 7 10 TruStar revolver credit facility — 111 Convertible Note Payable mark-to-market (1) 413 3,300 Sunoma Loan (2) 1,810 — OPAL Term Loan (3) 894 617 Commitment fees and other finance fees 1,027 835 Interest expense on finance leases 45 — Amortization of deferred financing cost 1,943 1,085 Interest income (3,278) (1,269) Total interest expense $ 6,640 $ 7,467 (1) The mark-to-market on the Convertible Note Payable is inclusive of fair value change in the Convertible Note due to cancellation of prepayment penalty post Business Combination of ( $2,906). (2) The interest on Sunoma Loan was capitalized during the construction phase of the RNG facility. Sunoma became operational in December 2021. Therefore, the interest for the year ended December 31, 2022 has been expensed. (3) Excludes $3,678 and $861 of interest capitalized and recorded as part of Property, plant and equipment, net for the years ended December 31, 2022 and 2021. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Right-Of-Use Assets And Lease Liabilities | Right-of-use assets and Lease liabilities as of December 31, 2022 and January 1, 2022 are as follows: Description Location in Balance Sheet December 31, 2022 January 1, 2022 (1) Assets: Operating leases: Site leases (2) Right-of-use assets $ 10,338 $ 13,242 Office lease (3) Right-of-use assets 1,406 348 11,744 13,590 Finance leases: Vehicle leases (4) Property, plant and equipment, net 1,236 796 12,980 14,386 Liabilities: Sites leases Lease liabilities - current portion 181 86 Office lease Lease liabilities - current portion 449 294 Vehicle leases Accrued expenses and other current liabilities 449 308 1,079 688 Sites leases Lease liabilities - non-current portion 10,135 12,895 Office lease Lease liabilities - non-current portion 1,110 28 Vehicle leases Other long-term liabilities 825 458 $ 12,070 $ 13,381 (1) The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 2.30% to 5.40%. (2) The Company recorded lease modifications on two of site leases on October 1, 2022 where the lease term was extended and reduced the right-of-use asset and the corresponding lease liabilities by $2,550 as the incremental borrowing rates increased in the fourth quarter of 2022 when the lease modification was recorded. (3) The Company exercised its option to extend the lease in March 2022 which the Company recorded as a lease modification. The Company increased the right-of-use asset and the corresponding lease liability by $1,829. (4) The Company entered into multiple vehicle leases during 2022 which were recorded as new leases at the beginning of the lease term. The Company recorded an aggregate of $903 right-of-use assets and corresponding lease liabilities. The table below presents components of the Company's lease expense for the year ended December 31, 2022: Description Location in Statement of Operations Amount (1) Operating lease expense for site leases Cost of sales - RNG Fuel $ 1,044 Operating lease expense for office lease Selling, general, administrative expenses 484 Amortization of right-of-use assets - finance leases Depreciation, amortization and accretion expense 429 Interest expense on lease liabilities - finance leases Interest and financing expense, net 45 $ 2,002 (1) The Company does not have material short term lease expense for the year ended December 31, 2022 The Company did not enter into any operating leases greater than 12 months for the year ended December 31, 2022. Weighted average remaining lease term (years) December 31, 2022 Operating leases 18.6 years Financing leases 3.0 years Weighted average discount rate Operating leases 7.87 % Financing leases 5.82 % |
Future Minimum Lease Payments - Finance Leases | The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of December 31, 2022: Site leases Office leases Vehicle leases Total Discount rate upon adoption 5.4 % 2.3 % 7.6 % 2023 $ 1,044 $ 505 $ 510 $ 2,059 2024 1,044 540 419 2,003 2025 1,044 562 312 1,918 2026 1,044 47 156 1,247 2027 and beyond 17,913 — 17,913 22,089 1,654 1,397 25,140 Present value of lease liability 10,316 1,559 1,274 13,149 Lease liabilities - current portion 181 449 449 1,079 Lease liabilities - non-current portion 10,135 1,110 825 12,070 Total lease liabilities $ 10,316 $ 1,559 $ 1,274 $ 13,149 Discount based on incremental borrowing rate $ 11,773 $ 95 $ 123 $ 11,991 |
Future Minimum Lease Payments - Operating Leases | The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of December 31, 2022: Site leases Office leases Vehicle leases Total Discount rate upon adoption 5.4 % 2.3 % 7.6 % 2023 $ 1,044 $ 505 $ 510 $ 2,059 2024 1,044 540 419 2,003 2025 1,044 562 312 1,918 2026 1,044 47 156 1,247 2027 and beyond 17,913 — 17,913 22,089 1,654 1,397 25,140 Present value of lease liability 10,316 1,559 1,274 13,149 Lease liabilities - current portion 181 449 449 1,079 Lease liabilities - non-current portion 10,135 1,110 825 12,070 Total lease liabilities $ 10,316 $ 1,559 $ 1,274 $ 13,149 Discount based on incremental borrowing rate $ 11,773 $ 95 $ 123 $ 11,991 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 and December 31, 2021: Interest rate swap detail Notional Amount Trade date Fixed rate Start date End date December 31, 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 consolidated balance sheets are: December 31, December 31, Location of Fair Value Recognized in Balance Sheet Derivatives designated as economic hedges: Current portion of swaption $ 182 $ — Derivative financial assets, current portion Current portion of interest swaps — (992) Derivative financial liability, current portion Derivatives designated as cash flow hedges: Non current portion of the interest rate swaps 954 — Derivative financial assets, non-current portion $ 1,136 $ (992) The following table summarizes the derivative assets and liabilities related to commodity swaps as of December 31, 2022 and December 31, 2021 Fair Value Location of Fair value recognized in Balance Sheet December 31, 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 (130) — Derivative financial liability, current portion |
Effect of Derivative Instruments on Statement of Operations | The effect of interest rate swaps on the consolidated statement of operations were as follows: Twelve Months Ended Location of (Loss) Gain Recognized in Operations from Derivatives 2022 2021 Interest rate swaps $ 992 $ 1,793 Swaption 182 — Net periodic settlements - interest rate swaps (676) (1,694) $ 498 $ 99 Change in fair value of derivative instruments, net The following table summarizes the effect of commodity swaps on the consolidated statements of operations for the years ended December 31, 2022 and 2021: Derivatives not designated as hedging instruments Location of (loss) gain recognized Twelve Months Ended December 31, 2022 2021 Commodity swaps - realized loss Revenues - Renewable power $ (1,757) $ (22) Commodity swaps - unrealized gain (loss) Revenues - Renewable power (512) (1,148) Total realized and unrealized gain (loss) Revenues - Renewable power $ (2,269) $ (1,170) |
Fair Value of Derivative Instruments on Balance Sheet and Effect of Netting Arrangements | The following table summarizes the fair value of interest rate swaps on the Company's consolidated balance sheets and the effect of netting arrangements and collateral on its financial position: Gross Amounts Gross Amounts Net Amounts of Balance, December 31, 2022: Interest rate swap asset $ 954 $ — $ 954 Swaption asset 182 — 182 $ 1,136 $ — $ 1,136 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 interest rate swaps on the Company's consolidated balance sheets and the effect of netting arrangements and collateral on its financial position: Gross Amounts Gross Amounts Net Amounts of Balance, December 31, 2022: Interest rate swap asset $ 954 $ — $ 954 Swaption asset 182 — 182 $ 1,136 $ — $ 1,136 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 December 31, 2022 and December 31, 2021. Trade Date Period From Period To Notional Quantity per Year (“MWh”) Average Contract Price (per MWh) December 31, 2022 October 17, 2022 January 1, 2023 December 31, 2024 70,176 $ 68.50 October 17, 2022 January 1, 2023 December 31, 2024 26,280 $ 65.50 November 17, 2022 January 1, 2023 December 31, 2024 35,088 $ 81.50 December 31, 2021 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 Derivative liability Twelve Months Ended December 31, Location of (Loss) Gain Recognized in Operations from Derivatives 2022 2021 Contingent liability payable to non-controlling interest $ 4,365 $ — Put option to Meteora 134 — Sponsor Earnout Awards 1,911 — OPAL Earnout Awards 35,200 — Public and Private Warrants (9,027) — $ 32,583 $ — 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 December 31, 2022 and December 31, 2021, set forth by level, within the fair value hierarchy: Fair value as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 6,256 $ 6,256 Convertible Note Payable (1) — 28,528 — 28,528 Put option with Meteora — — 4,466 4,466 Commodity swap contracts — 130 — 130 Earnout liabilities — — 8,790 8,790 Assets: Short term investments 64,976 — — 64,976 Swaption — 182 — 182 Interest rate swaps $ — $ 954 $ — $ 954 (1) The fair value of Convertible Note Payable as of December 31, 2022, represents the outstanding principal and paid-in-kind interest. Therefore it did not have any unobservable inputs which required the Company to develop its own assumptions. The methodology for calculating the fair value has changed as of December 31, 2022 as the prepayment penalty was cancelled upon consummation of Business Combination. Therefore, the Convertible Note Payable has been transferred from Level 3 to Level 2. 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 (1) — — 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) | 12 Months Ended |
Dec. 31, 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 $29 recorded as Deferred financing costs as of December 31, 2022: Twelve Months Ended December 31, 2022 2021 Staffing,management services and office costs (1) $ 2,758 $ 8,393 IT services 2,205 1,497 Guarantee fees — 431 Environmental processing fees — 632 Total $ 4,963 $ 10,953 (1) Includes reimbursement of $600 and $378 for the use of office space for the years ended December 31, 2022 and 2021, respectively. |
Reportable Segments and Geogr_2
Reportable Segments and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 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. Twelve Months Ended 2022 2021 Revenues: Renewable Power $ 41,713 $ 47,317 RNG Fuel 194,369 90,482 Fuel Station Services 70,766 50,443 Other (1) 131 129 Intersegment (13,435) (8,066) Equity Method Investment(s) (58,013) (14,181) $ 235,531 $ 166,124 ____________ (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 | Twelve Months Ended 2022 2021 Interest and Financing Expense, Net: Renewable Power $ (5,261) $ (3,606) RNG Fuel (899) 0 Corporate (480) (3,861) $ (6,640) $ (7,467) ____________ Twelve Months Ended 2022 2021 Depreciation, Amortization, and Accretion: Renewable Power $ 5,696 $ 6,072 RNG Fuel 8,542 4,968 Fuel Station Services 846 545 Other (1) 125 128 Equity Method Investment(s) (2,073) (1,060) $ 13,136 $ 10,653 (1) Other includes amortization of intangible assets and depreciation expense not allocated to any segment. Twelve Months Ended 2022 2021 Cash paid for Purchases of Property, Plant, and Equipment: Renewable Power $ 2,001 $ — Fuel Station Services (1) 7,565 10,792 RNG Fuel 121,844 78,854 $ 131,410 $ 89,646 |
Schedule of Net Income | Twelve Months Ended 2022 2021 Net income: Renewable Power $ (816) $ (7,245) RNG Fuel 38,250 61,700 Fuel Station Services 8,607 7,149 Corporate (19,246) (23,103) Equity Method Investment(s) 5,784 2,268 $ 32,579 $ 40,769 |
Total Assets | December 31, December 31, Total Assets: Renewable Power $ 43,468 $ 43,728 RNG Fuel 376,933 215,512 Fuel Station Services 90,486 56,567 Corporate and other 82,204 17,887 Equity Method Investment(s) 51,765 47,150 $ 644,856 $ 380,844 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 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 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 $ 12,506 $ 1,991 Accounts receivable, net 966 40 Restricted cash - current 6,971 — Prepaid expenses and other current assets 415 113 Total current assets 20,858 2,144 Property, plant and equipment, net 73,140 27,794 Restricted cash, non-current 2,923 1,163 Total assets $ 96,921 $ 31,101 Liabilities and equity Current liabilities: Accounts payable $ 4,896 $ 544 Accounts payable, related party 433 — Accrued expenses 646 — Accrued capital expenses 7,821 1,722 Sunoma Loan- current portion 380 756 Total current liabilities 14,176 3,022 Sunoma loan, net of debt issuance costs 21,712 16,199 Total liabilities 35,888 19,221 Equity Stockholders' equity 34,588 10,692 Non-redeemable non-controlling interests (1) 26,445 1,188 Total equity 61,033 11,880 Total Liabilities and Equity $ 96,921 $ 31,101 |
Redeemable non-controlling in_2
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 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 — 2,347 — 4,841 Paid-in kind dividends attributable to Class A common stockholders — 179 — 565 Balance, December 31, 2022 300,000 $ 32,736 1,000,000 $ 105,406 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Twelve Months Ended December 31, 2022 Net loss attributable to Class A common stockholders $ 3,391 Less: change in fair value of the put option on the forward purchase agreement 134 Diluted Net loss attributable to Class A common stockholders 3,257 Weighted average number of shares of Class A common stock - basic 25,774,312 Effect of dilutive Restricted Stock Units 14,203 Effect of the dilutive put option on a forward purchase agreement 273,883 Weighted average number of shares of Class A common stock - diluted 26,062,398 Net loss per share of Class A common stock Basic $ 0.13 Diluted $ 0.12 , |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | The difference between the Company's effective tax rate for the year ended December 31, 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. and State deferred tax assets, income (loss) from pass-through entities not attributable to Class A common stock and state and local taxes. Twelve Months Ended 2022 2021 Expected income tax at statutory rate $ 6,884 $ — State income taxes, net of federal 184 — Earnings attributable to non-controlling interest (6,172) — Change in valuation allowance (896) — Total tax expense $ — $ — |
Components of Deferred Tax Assets and Liabilities | The components of the deferred tax assets and liabilities are as follows: Twelve Months Ended 2022 2021 Deferred tax assets: Investment in partnership $ 26,637 $ — 163j interest limitation 109 — Federal NOL carryforward 3,094 — State NOL carryforward 677 — Total deferred tax assets 30,517 — Valuation allowance for deferred tax assets (30,517) — Deferred tax assets, net of valuation allowance — — Deferred tax liabilities: Total deferred tax liabilities — — Net deferred income tax asset or liability $ — $ — |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Outstanding Restricted Stock Units | The following table shows the outstanding restricted stock units outstanding as of December 31, 2022: Restricted stock units Weighted average fair value per restricted unit on grant date Aggregate fair value Vesting terms Unvested restricted stock units outstanding as of December 31, 2021 — $ — $ — Issued during 2022 428,902 7.94 3,405 100% vesting on October 3, 2023 Forfeitures during 2022 (6,553) 7.94 (52) Unvested restricted stock units outstanding at December 31, 2022 422,349 $ 7.94 $ 3,353 |
Stock-based Compensation Expense | The stock-based compensation expense for the above stock awards under the 2022 Plan as well as Parent Equity Awards is included in the selling, general and administrative expenses: Twelve Months Ended 2022 2021 2022 Plan $ 830 $ — Parent Equity Awards 639 639 $ 1,469 $ 639 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 23, 2022 | Dec. 22, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 18, 2022 | Jul. 21, 2022 | |
Debt Instrument [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Number of shares per warrant (in shares) | 1 | |||||
Exercise price of warrant (in dollars per share) | $ 6.87 | $ 6.80 | $ 11.50 | |||
Decrease in exchange ratio | 10% | |||||
Percentage of outstanding warrants | 100% | |||||
Fair value of shares of Class A common stock issued | $ 25,920 | $ 25,919 | $ 0 | |||
Loss on warrant exchange | $ 3,368 | $ 3,368 | $ 0 | |||
Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares per warrant (in shares) | 0.225 | 0.250 | ||||
Warrant Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares per warrant (in shares) | 0.225 | |||||
Class A common stock | ||||||
Debt Instrument [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||
Common stock, shares issued (in shares) | 497,080 | 3,309,296 | 29,477,766 | 0 | 25,671,390 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||
Dec. 22, 2022 USD ($) | Jul. 21, 2022 USD ($) $ / shares shares | Jul. 20, 2022 shares | Dec. 31, 2022 USD ($) agreement variableInterestEntity producer interconnection contract uSDPerGasolineGallon shares | Dec. 31, 2021 USD ($) variableInterestEntity shares | Nov. 29, 2021 | May 31, 2021 | May 01, 2021 | Apr. 30, 2021 | ||
Revenue from External Customer [Line Items] | ||||||||||
Number of variable interest entities | variableInterestEntity | 5 | 5 | ||||||||
Number of variable interest entities consolidated | variableInterestEntity | 4 | 4 | ||||||||
Restricted cash held in escrow | $ 16,849 | |||||||||
Cash held in restricted account | 8,581 | |||||||||
Short term investments | 64,976 | $ 0 | [1] | |||||||
Transaction expenses | $ 8,097 | |||||||||
Deferred financing costs | 3,013 | 2,370 | [1] | |||||||
Loss on warrant exchange | $ 3,368 | 3,368 | $ 0 | |||||||
Third party legal and advisor fees | 1,147 | |||||||||
Contingent consideration (in shares) | shares | 10,000,000 | |||||||||
Gain on Earnout Awards | $ 37,111 | |||||||||
Stock issued (in shares) | shares | 1,000,000 | 0 | ||||||||
Allowance for doubtful accounts | $ 0 | $ 0 | ||||||||
Accrued federal fuel tax credits (in dollars per gasoline gallon) | uSDPerGasolineGallon | 0.50 | |||||||||
Fuel tax credits receivable | $ 4,144 | 2,393 | [1] | |||||||
Fuel tax credits payable | 3,320 | 1,978 | [1] | |||||||
Estimated value of total asset retirement obligation | $ 6,256 | 5,738 | ||||||||
Number of natural gas producers | producer | 2 | |||||||||
Net revenues after discount under purchase and sales agreement | $ 235,531 | 166,124 | ||||||||
Revenue recognized included in contract liabilities | 9,785 | 4,678 | ||||||||
Inventory reserves | 0 | 0 | ||||||||
Backlog | 65,657 | |||||||||
Major maintenance expense | $ 4,701 | $ 5,946 | ||||||||
Number of electricity forward sales agreements | agreement | 2 | |||||||||
Minimum | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Amortization period (in years) | 5 years | |||||||||
Maximum | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Amortization period (in years) | 20 years | |||||||||
Power purchase agreements | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Number of intangible assets | agreement | 3 | |||||||||
Amortization period (in years) | 18 years 1 month 6 days | 18 years 1 month 6 days | ||||||||
Fueling station contracts | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Number of intangible assets | contract | 1 | |||||||||
Amortization period (in years) | 10 years | 10 years | ||||||||
Transmission/distribution interconnection | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Number of intangible assets | interconnection | 1 | |||||||||
Amortization period (in years) | 15 years 1 month 6 days | 15 years 1 month 6 days | ||||||||
Class D Ordinary Share | Opal Fuels | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Stock issued (in shares) | shares | 144,399,037 | |||||||||
Redeemable non-controlling interests | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Change in redemption value of Redeemable non-controlling interests | $ 908,008 | |||||||||
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) | shares | 763,908 | |||||||||
Forward Purchase Agreement | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Contingent consideration (in shares) | shares | 1,635,783 | |||||||||
Sunoma Loan | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Interest reserve | $ 1,127 | |||||||||
Opal Term Loan II | Secured Debt | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Contribution to joint venture | 5,845 | |||||||||
OPAL Term Loan | Secured Debt | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Proceeds from OPAL Term Loan | $ 0 | |||||||||
Beacon | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Percentage of ownership | 44% | 50% | 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) | shares | 2,000,000 | |||||||||
Contingent consideration, escrow | $ 20,040 | |||||||||
Contingent consideration, price (in dollars per share) | $ / shares | $ 10.02 | |||||||||
Contingent consideration period | 6 months | |||||||||
Gain on derivative contingent consideration | $ 134 | |||||||||
Meteora | Forward Purchase Agreement | ArcLight Class A Common Stock | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Stock issued (in shares) | shares | 2,000,000 | |||||||||
Accounts Payable | Supplier Concentration Risk | One Vendor | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Concentration risk percentage | 18.70% | |||||||||
Two Customers | Revenue Benchmark | Customer Concentration Risk | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Concentration risk percentage | 49% | |||||||||
Two Customers | Accounts Receivable | Customer Concentration Risk | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Concentration risk percentage | 44% | 26% | ||||||||
Three Customers | Revenue Benchmark | Customer Concentration Risk | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Concentration risk percentage | 45% | |||||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Backlog | $ 58,258 | |||||||||
Backlog recognition period (in months) | 12 months | |||||||||
Transferred over Time | ||||||||||
Revenue from External Customer [Line Items] | ||||||||||
Percentage of revenue recognized over time | 21% | 28.90% | ||||||||
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 | $ 76,920 | |||||||||
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | ||||
Cash and cash equivalents | $ 40,394 | $ 39,314 | [1] | |
Restricted cash - current | 32,402 | 0 | [1] | |
Long-term assets: | ||||
Restricted cash held as collateral | 4,425 | 2,740 | [1] | |
Total cash, cash equivalents, and restricted cash | $ 77,221 | $ 42,054 | $ 15,388 | |
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Changes in the Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Asset retirement obligation, beginning balance | $ 5,738 | ||
Addition | 397 | ||
Accretion expense | 121 | $ 575 | |
Asset retirement obligation, ending balance | 6,256 | 5,738 | |
Less: current portion | (1,296) | (831) | [1] |
Total asset retirement obligation, net of current portion | $ 4,960 | $ 4,907 | [1] |
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Disaggregation of Revenue By Product Line (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) facility agreement fuelStation | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | $ 230,657 | $ 162,048 |
Lease revenue | 4,874 | |
Lease revenue | 4,076 | |
Total revenues | $ 235,531 | 166,124 |
Fuel Purchasing Agreements | ||
Disaggregation of Revenue [Line Items] | ||
Number of agreements | agreement | 22 | |
Renewable power sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | $ 33,881 | 40,259 |
Third party construction | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 49,458 | 32,630 |
Service | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 16,449 | 17,056 |
Brown gas sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 38,356 | 12,257 |
Environmental credits | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 86,901 | 55,863 |
Parts sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 4,391 | 755 |
Operating agreements | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | 893 | 3,172 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue from contracts with customers | $ 328 | $ 56 |
RNG fuel | ||
Disaggregation of Revenue [Line Items] | ||
Number of fuel stations | fuelStation | 2 | |
Number of facilities | facility | 2 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Other Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Gain on redemption of Note receivable | $ 1,943 | $ 0 |
Other income | $ 1,943 | $ 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 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Accounts receivable, net | $ 31,083 | $ 25,391 | [1] |
Contract assets: | |||
Cost and estimated earnings in excess of billings | 7,027 | 5,989 | |
Accounts receivable retainage, net | 2,744 | 2,495 | |
Contract assets | 9,771 | 8,484 | [1] |
Contract liabilities: | |||
Billings in excess of costs and estimated earnings | 8,013 | 9,785 | |
Contract liabilities | $ 8,013 | $ 9,785 | [1] |
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Useful Lives of Property, Plant and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Plant and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 5 years |
Plant and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 30 years |
CNG/RNG fueling stations | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 10 years |
CNG/RNG fueling stations | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 20 years |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 40 years |
Service equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 5 years |
Service equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 10 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 7 years |
Office furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 5 years |
Office furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 7 years |
Computer software | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 3 years |
Other | |
Property, Plant and Equipment [Line Items] | |
Useful lives (in years) | 7 years |
Business Combination - Narrativ
Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jan. 23, 2023 USD ($) shares | Jul. 21, 2022 USD ($) vote $ / shares shares | Jul. 20, 2022 shares | Jul. 31, 2022 USD ($) $ / shares shares | Mar. 28, 2023 shares | Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 23, 2022 $ / shares | Dec. 22, 2022 $ / shares shares | Nov. 18, 2022 $ / shares | |
Reverse Recapitalization [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Number of shares per warrant (in shares) | 1 | |||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.50 | $ 6.87 | $ 6.80 | |||||||
Proceeds received from Business Combination | $ | $ 138,850 | $ 138,850 | $ 138,850 | $ 0 | ||||||
Transaction costs | $ | $ 9,771 | $ 9,700 | ||||||||
Stock issued (in shares) | 1,000,000 | 0 | ||||||||
Common stock, shares outstanding (in shares) | 170,070,427 | 25,671,390 | ||||||||
Contingent consideration (in shares) | 10,000,000 | |||||||||
Warrants outstanding (in shares) | 0 | |||||||||
Sponsor specific transaction costs | $ | $ 8,041 | |||||||||
Transaction costs excluded paid at closing | $ | 1,630 | |||||||||
Transaction expenses | $ | $ 8,097 | |||||||||
Public Warrants | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Warrants outstanding (in shares) | 0 | |||||||||
Private Warrants | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Warrants outstanding (in shares) | 0 | |||||||||
Forward Purchase Agreement | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Contingent consideration (in shares) | 1,635,783 | |||||||||
Contingent consideration liability | $ | $ 4,466 | |||||||||
Gain on change in fair value of derivative instruments | $ | 134 | |||||||||
Sponsor Letter Agreement | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Contingent consideration (in shares) | 763,908 | |||||||||
Contingent consideration liability | $ | 3,790 | |||||||||
Gain on change in fair value of derivative instruments | $ | 1,910 | |||||||||
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 | $ | 5,000 | |||||||||
Gain on change in fair value of derivative instruments | $ | $ 35,200 | |||||||||
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 | |||||||||
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) | 364,217 | |||||||||
Meteora | Forward Purchase Agreement | Subsequent Event | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Contingent consideration, escrow | $ | $ 16,849 | |||||||||
Contingent consideration (in shares) | 1,635,783 | |||||||||
Class D common stock | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Common stock conversion rate | 1 | |||||||||
Common stock, number of votes per share | vote | 5 | 5 | ||||||||
Common stock, shares outstanding (in shares) | 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 | |||||||||
Common stock, number of votes per share | vote | 1 | |||||||||
Common stock, shares outstanding (in shares) | 25,671,390 | 29,477,766 | 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 | 2,500,000 | ||||||||
Sales price (in dollars per share) | $ / shares | $ 10 | $ 10 | ||||||||
Class A common stock | 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 Class A Common Stock | Meteora | Forward Purchase Agreement | Subsequent Event | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Stock issued (in shares) | 1,635,783 | |||||||||
ArcLight Clean Transition Corp II ("Arclight") | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Transaction costs | $ | $ 9,770 | |||||||||
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 | 1 Months Ended | 12 Months Ended | ||
Jul. 21, 2022 | Jul. 31, 2022 | Dec. 31, 2022 | Dec. 31, 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) | $ (9,700) | ||
Cash acquired from Business Combination | 138,850 | $ 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) | (6,467) | |||
Net additional paid-in capital from Business Combination recorded in Stockholders' equity | $ 68,359 |
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 | |
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 | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | May 31, 2021 | Apr. 30, 2021 | |||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Beginning balance | $ 47,150 | [1] | $ 25,573 | ||||
Contribution to equity method investments | 597 | 1,570 | |||||
Additional investment representing capitalized interest | 597 | ||||||
Other comprehensive income | 334 | 0 | |||||
Net income from equity method investments | 5,784 | 2,268 | |||||
Acquisition of remaining ownership interest in Beacon | (27,965) | ||||||
Deconsolidation of VIEs | 45,704 | ||||||
Distributions from return of investment in equity method investment | (2,100) | ||||||
Ending balance | $ 51,765 | 47,150 | [1] | ||||
Pine Bend | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage of ownership | 50% | ||||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Beginning balance | $ 21,188 | 0 | |||||
Contribution to equity method investments | 0 | ||||||
Additional investment representing capitalized interest | 597 | ||||||
Other comprehensive income | 0 | ||||||
Net income from equity method investments | 733 | 0 | |||||
Acquisition of remaining ownership interest in Beacon | 0 | ||||||
Deconsolidation of VIEs | 21,188 | ||||||
Distributions from return of investment in equity method investment | 0 | ||||||
Ending balance | $ 22,518 | 21,188 | |||||
Noble Road | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage of ownership | 50% | ||||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Beginning balance | $ 24,516 | 0 | |||||
Contribution to equity method investments | 0 | ||||||
Additional investment representing capitalized interest | 0 | ||||||
Other comprehensive income | 0 | ||||||
Net income from equity method investments | 2,749 | 0 | |||||
Acquisition of remaining ownership interest in Beacon | 0 | ||||||
Deconsolidation of VIEs | 24,516 | ||||||
Distributions from return of investment in equity method investment | (2,100) | ||||||
Ending balance | $ 25,165 | 24,516 | |||||
GREP | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage of ownership | 20% | 20% | |||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Beginning balance | $ 1,446 | 0 | |||||
Contribution to equity method investments | 1,570 | ||||||
Additional investment representing capitalized interest | 0 | ||||||
Other comprehensive income | 334 | ||||||
Net income from equity method investments | 2,302 | (124) | |||||
Acquisition of remaining ownership interest in Beacon | 0 | ||||||
Deconsolidation of VIEs | |||||||
Distributions from return of investment in equity method investment | 0 | ||||||
Ending balance | $ 4,082 | 1,446 | |||||
Beacon | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage of ownership | 44% | 50% | 44.30% | ||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Beginning balance | $ 0 | 25,573 | |||||
Contribution to equity method investments | |||||||
Additional investment representing capitalized interest | 0 | ||||||
Other comprehensive income | 0 | ||||||
Net income from equity method investments | 0 | 2,392 | |||||
Acquisition of remaining ownership interest in Beacon | (27,965) | ||||||
Deconsolidation of VIEs | 0 | ||||||
Distributions from return of investment in equity method investment | 0 | ||||||
Ending balance | $ 0 | $ 0 | |||||
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
Investments in Other Entities_2
Investments in Other Entities - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 15, 2022 | Aug. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Equity Method Investments [Line Items] | |||||
Note receivable | $ 0 | $ 9,200 | [1] | ||
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 | |||
Paid-in-kind interest income | 286 | 406 | |||
Note receivable - variable fee component | 1,942 | $ 1,656 | [1] | ||
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 | $ 285 | ||||
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 | ||||
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
Investments in Other Entities_3
Investments in Other Entities - Summary of Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Equity Method Investments [Line Items] | |||
Current assets | $ 211,983 | $ 86,975 | [1] |
Current liabilities | 152,905 | 142,116 | [1] |
Total revenues | 235,531 | 166,124 | |
Net income | 32,579 | 40,769 | |
Net income from equity method investments | 5,784 | 2,268 | |
Equity Method Investment(s) | |||
Schedule of Equity Method Investments [Line Items] | |||
Current assets | 14,563 | 21,342 | |
Non-current assets | 109,414 | 44,250 | |
Current liabilities | 6,765 | 4,235 | |
Non-current liabilities | 13,825 | 0 | |
Members' equity | 103,388 | 61,358 | |
Total revenues | 58,013 | 14,181 | |
Gross profit | 41,932 | 6,915 | |
Net income | 29,983 | $ 5,276 | |
GREP | |||
Schedule of Equity Method Investments [Line Items] | |||
Realized gain from commodity swap contracts | $ 32,796 | ||
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, Net - Summary of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Vehicles - finance leases | $ 1,236 | $ 796 | $ 0 | |
Gross property, plant, equipment and finance leases | 397,538 | 259,480 | ||
Less: accumulated depreciation | (100,215) | (89,710) | ||
Property, plant, and equipment, net | 297,323 | 169,770 | [1] | |
Plant and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 201,655 | 161,387 | ||
CNG/RNG fueling stations | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 34,567 | 27,892 | ||
Construction in progress (1) | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 152,105 | 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 | 1,888 | 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 | $ 487 | $ 416 | ||
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Interest capitalized, net | $ 3,081 | |
Interest capitalized | 3,678 | $ 861 |
Depreciation | $ 11,892 | $ 9,501 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 11,449 | $ 11,449 |
Accumulated Amortization | (9,282) | (8,588) |
Intangible Assets, Net | 2,167 | 2,861 |
Power purchase agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 8,999 | 8,999 |
Accumulated Amortization | (7,488) | (6,986) |
Intangible Assets, Net | $ 1,511 | $ 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 | (971) | (865) |
Intangible Assets, Net | $ 629 | $ 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 | (799) | (719) |
Intangible Assets, Net | $ 8 | $ 88 |
Weighted Average Amortization Period (Years) | 10 years | 10 years |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 43 | $ 43 |
Accumulated Amortization | (24) | (18) |
Intangible Assets, Net | $ 19 | $ 25 |
Weighted Average Amortization Period (Years) | 5 years | 5 years |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Municipality loan | $ 76 | $ 194 | [1] |
Amortization expense | 694 | $ 346 | |
Municipality loan | |||
Finite-Lived Intangible Assets [Line Items] | |||
Municipality loan | $ 76 | ||
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 548 | |
2024 | 267 | |
2025 | 267 | |
2026 | 239 | |
Thereafter | 846 | |
Intangible Assets, Net | $ 2,167 | $ 2,861 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 54,608 | [1] |
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 | |
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
Borrowings - Schedule of Borrow
Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Non-current borrowings | $ 88,312 | $ 134,083 |
Sunoma Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 23,000 | 17,524 |
Less: unamortized debt issuance costs | (908) | (569) |
Less: current portion | (380) | (756) |
Non-current borrowings | 21,712 | 16,199 |
Convertible Note Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 28,528 | 58,710 |
Less: current portion | (28,528) | 0 |
Non-current borrowings | 0 | 58,710 |
Municipality Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 76 | 278 |
Less: current portion | (76) | (194) |
Non-current borrowings | 0 | 84 |
OPAL Term Loan | OPAL Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 96,090 | 75,000 |
Less: unamortized debt issuance costs | (1,758) | (2,485) |
Less: current portion | (27,732) | (13,425) |
Non-current borrowings | 66,600 | 59,090 |
OPAL Term Loan | Senior Secured Credit Facility, term loan | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 15,250 | 73,869 |
Less: unamortized debt issuance costs | 0 | (724) |
Less: current portion | (15,250) | (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 | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 79,466 |
2024 | 29,340 |
2025 | 42,369 |
2026 | 1,883 |
2027 | 17,386 |
Total | 170,444 |
Senior Secured Credit Facility | |
Debt Instrument [Line Items] | |
2023 | 22,750 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Total | 22,750 |
OPAL Term Loan | OPAL Term Loan | |
Debt Instrument [Line Items] | |
2023 | 27,732 |
2024 | 27,732 |
2025 | 40,626 |
2026 | 0 |
2027 | 0 |
Total | 96,090 |
Sunoma Loan | |
Debt Instrument [Line Items] | |
2023 | 380 |
2024 | 1,608 |
2025 | 1,743 |
2026 | 1,883 |
2027 | 17,386 |
Total | 23,000 |
Convertible Note Payable | |
Debt Instrument [Line Items] | |
2023 | 28,528 |
2024 | 0 |
2025 | 0 |
2026 | |
2027 | 0 |
Total | 28,528 |
Municipality Loan | |
Debt Instrument [Line Items] | |
2023 | 76 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Total | $ 76 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 19, 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 ($) | Sep. 21, 2015 USD ($) | Sep. 30, 2022 USD ($) | Jul. 31, 2022 USD ($) shares | Mar. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Oct. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) facility | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 29, 2022 USD ($) | May 01, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||
Repayment of Senior Secured Credit Facility | $ 58,603 | $ 4,901 | |||||||||||||||||||
Cash dividends received | 126 | 139 | |||||||||||||||||||
Long-term asset | $ 489 | $ 489 | 489 | 489 | |||||||||||||||||
Proceeds from OPAL Term Loan | 40,000 | 75,000 | |||||||||||||||||||
Change in fair value of Convertible Note Payable | 413 | 3,300 | |||||||||||||||||||
Loan outstanding | 170,444 | 170,444 | |||||||||||||||||||
Interest capitalized | 3,678 | 861 | |||||||||||||||||||
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 | 1,932 | 7,823 | 1,932 | 7,823 | |||||||||||||||||
Interest expense | 3,779 | $ 2,778 | |||||||||||||||||||
Loan outstanding | 22,750 | $ 22,750 | |||||||||||||||||||
Weighed average effective interest rate | 6.90% | 3% | |||||||||||||||||||
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% | ||||||||||||||||||||
Secured Debt | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Interest expense | $ 894 | $ 617 | |||||||||||||||||||
Sunoma Loan | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Aggregate principal amount | $ 20,000 | ||||||||||||||||||||
Debt outstanding | 23,000 | 17,524 | 23,000 | 17,524 | |||||||||||||||||
Minimum required debt service coverage ratio | 125% | ||||||||||||||||||||
Maximum debt to worth ratio | 500% | ||||||||||||||||||||
Minimum current ratio | 100% | ||||||||||||||||||||
Interest expense | 1,810 | $ 0 | |||||||||||||||||||
Loan outstanding | 23,000 | $ 23,000 | |||||||||||||||||||
Interest rate during period | 8.90% | 7.75% | |||||||||||||||||||
Sunoma Loan | Minimum | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Effective interest rate | 7.75% | ||||||||||||||||||||
Sunoma Loan | Sunoma | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Financing fees paid | $ 635 | ||||||||||||||||||||
Sunoma Loan | Prime Rate | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Basis spread on permanent loan | 3.50% | ||||||||||||||||||||
Permanent Loan | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Aggregate principal amount | $ 23,000 | ||||||||||||||||||||
Interest rate on loan | 7.68% | ||||||||||||||||||||
Payment of quarterly amortization | $ 380 | ||||||||||||||||||||
Payment of interest and debt reserve accounts | $ 2,798 | ||||||||||||||||||||
Convertible Note Payable | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Aggregate principal amount | $ 50 | ||||||||||||||||||||
Debt outstanding | $ 28,528 | $ 58,710 | $ 28,528 | $ 58,710 | |||||||||||||||||
Interest rate on loan | 8% | 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 | $ 413 | $ 3,300 | |||||||||||||||||||
Prepayment penalty percentage | 10% | ||||||||||||||||||||
Interest expense, net of pre-payment penalty | 2,906 | ||||||||||||||||||||
Interest expense | $ 3,300 | 3,319 | |||||||||||||||||||
Loan outstanding | $ 28,528 | 28,528 | |||||||||||||||||||
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 | $ 76 | 278 | $ 76 | 278 | |||||||||||||||||
Interest rate on loan | 3% | 3% | |||||||||||||||||||
Interest expense | $ 7 | $ 10 | |||||||||||||||||||
Payments | 1,600 | ||||||||||||||||||||
Loan outstanding | $ 76 | $ 76 | |||||||||||||||||||
Weighed average effective interest rate | 3.60% | 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 | ||||||||||||||||||||
Debt outstanding | 96,090 | 75,000 | $ 96,090 | $ 75,000 | |||||||||||||||||
Commitment fee on unused portion | 0.50% | ||||||||||||||||||||
Amount remaining to be borrowed under term loan | 90,000 | 10,000 | 10,000 | ||||||||||||||||||
Additional borrowing capacity | $ 35,000 | ||||||||||||||||||||
Proceeds from OPAL Term Loan | $ 15,000 | $ 75 | 25,000 | ||||||||||||||||||
Maximum leverage ratio | 4 | ||||||||||||||||||||
Loan outstanding | $ 96,090 | $ 96,090 | |||||||||||||||||||
Weighed average effective interest rate | 6.10% | 4.90% | |||||||||||||||||||
Interest rate during period | 4% | ||||||||||||||||||||
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 | 2 | ||||||||||||||||||||
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 | $ 1,376 | ||||||||||||||||||||
Loan outstanding | $ 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 | 15,250 | 73,869 | 15,250 | $ 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% | ||||||||||||||||||||
Secured Debt | Omnibus and Consent Agreement (the “FM3 Amendment”) | Senior Secured Credit Facility | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Repayment of Senior Secured Credit Facility | $ 54,929 | ||||||||||||||||||||
Letter of Credit | Senior Secured Credit Facility, working capital facility | Senior Secured Credit Facility | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Revolving credit arrangement borrowing capacity | 19,000 | ||||||||||||||||||||
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 | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Convertible Note Payable mark-to-market | $ 413 | $ 3,300 | |
Commitment fees and other finance fees | 1,027 | 835 | |
Interest expense on finance leases | 45 | 0 | |
Amortization of deferred financing cost | 1,943 | 1,085 | |
Interest income | (3,278) | (1,269) | |
Total interest expense | 6,640 | 7,467 | |
Senior Secured Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest expense | 3,779 | 2,778 | |
Municipality loan | |||
Debt Instrument [Line Items] | |||
Interest expense | 7 | 10 | |
Convertible Notes Payable Mark-to-Market | |||
Debt Instrument [Line Items] | |||
Interest expense | $ 3,300 | 3,319 | |
Convertible Note Payable mark-to-market | 413 | 3,300 | |
Sunoma loan | |||
Debt Instrument [Line Items] | |||
Interest expense | 1,810 | 0 | |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Interest expense | 894 | 617 | |
TruStar revolver credit facility | Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Interest expense | $ 0 | $ 111 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | |||||||
Feb. 02, 2025 USD ($) | Jan. 01, 2022 USD ($) agreement | Feb. 01, 2025 USD ($) | Feb. 01, 2024 USD ($) | Feb. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) lease agreement facility vehicle | Dec. 31, 2021 USD ($) | Aug. 25, 2022 agreement | |
Operating Leased Assets [Line Items] | ||||||||
Total revenues | $ 235,531 | $ 166,124 | ||||||
Number of vehicles | vehicle | 65 | |||||||
Operating lease right-of-use asset | $ 13,590 | $ 11,744 | ||||||
Lease liabilities, operating lease | 13,302 | |||||||
Finance lease right-of-use asset | 796 | 1,236 | 0 | |||||
Lease liabilities, finance lease | $ 766 | $ 1,274 | ||||||
Number of leases where lease term was extended | lease | 3 | |||||||
RNG fuel | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of facilities | facility | 2 | |||||||
RNG Fuel | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Total revenues | $ 126,830 | 70,360 | ||||||
Renewable Power | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Total revenues | $ 39,461 | 45,324 | ||||||
Fuel Provider Agreements ("FPAs") | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of agreements with minimum volume requirements | agreement | 1 | 2 | ||||||
Number of agreements amended with minimum volume requirements | agreement | 1 | |||||||
Fuel Provider Agreements ("FPAs") | RNG Fuel | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Total revenues | $ 3,510 | 3,561 | ||||||
Power purchase agreements | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of agreements | agreement | 2 | 2 | ||||||
Power purchase agreements | Renewable Power | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Total revenues | $ 1,364 | 1,890 | ||||||
Minimum | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Discount rate upon adoption, operating lease | 2.30% | |||||||
Maximum | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Discount rate upon adoption, operating lease | 5.40% | |||||||
Site leases | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of leases | lease | 3 | |||||||
Operating lease right-of-use asset | $ 13,242 | $ 10,338 | ||||||
Lease liabilities, operating lease | $ 10,316 | |||||||
Discount rate upon adoption, operating lease | 5.40% | |||||||
Site leases | Beacon | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Term of lease | 20 years | |||||||
Rent expense | $ 11,050 | |||||||
Site leases | MS Digester ("MS") And VS Digester ("VS") | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Term of lease | 20 years | |||||||
Rent expense | $ 125,000 | |||||||
Site leases | RNG fuel | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of facilities | facility | 3 | |||||||
Office lease | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Term of lease | 36 months | |||||||
Rent expense | $ 26 | |||||||
Additional renewal term (in years) | 24 months | |||||||
Number of leases | lease | 1 | |||||||
Operating lease right-of-use asset | $ 348 | $ 1,406 | ||||||
Lease liabilities, operating lease | $ 1,559 | |||||||
Discount rate upon adoption, operating lease | 2.30% | |||||||
Rent | $ 1,098 | |||||||
Office lease | Subsequent Event | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Rent expense | $ 27 | |||||||
Office lease | Subsequent Event | Forecast | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Rent expense | $ 46 | $ 45 | $ 43 |
Leases - Right-of-Use Assets an
Leases - Right-of-Use Assets and Lease Liabilities (Details) $ in Thousands | 12 Months Ended | ||||
Oct. 01, 2022 USD ($) lease | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 01, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant, and equipment, net (includes $73,140 and $27,794 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | Property, plant, and equipment, net (includes $73,140 and $27,794 at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | |||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities (includes $646 and $— at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | Accrued expenses and other current liabilities (includes $646 and $— at December 31, 2022 and December 31, 2021, respectively, related to consolidated VIEs) | |||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities | |||
Operating leases, Right-of-use assets | $ 11,744 | $ 13,590 | |||
Vehicles - finance leases | 1,236 | $ 0 | 796 | ||
Operating right-of use assets | 12,980 | 14,386 | |||
Operating lease liabilities - current portion | 630 | ||||
Lease liabilities - current portion, finance lease | 449 | 308 | |||
Lease liabilities - current portion | 1,079 | 688 | |||
Lease liabilities - non-current portion, operating lease | 11,245 | ||||
Lease liabilities - non-current portion, finance lease | 825 | 458 | |||
Lease liabilities - non-current portion | 12,070 | 13,381 | |||
Increase (decrease) in lease liability | (640) | 0 | |||
New lease liability during period | 903 | ||||
New right-of-use asset during period | 903 | ||||
Amortization of right-of-use assets - finance leases | 429 | ||||
Interest expense on lease liabilities - finance leases | 45 | $ 0 | |||
Total lease expense | $ 2,002 | ||||
Weighted average remaining lease term (years) | |||||
Operating leases | 18 years 7 months 6 days | ||||
Financing leases | 3 years | ||||
Weighted average discount rate | |||||
Operating leases | 7.87% | ||||
Financing leases | 5.82% | ||||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Discount rate for operating leases | 2.30% | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Discount rate for operating leases | 5.40% | ||||
Site leases | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating leases, Right-of-use assets | $ 10,338 | 13,242 | |||
Operating lease liabilities - current portion | 181 | 86 | |||
Lease liabilities - non-current portion, operating lease | $ 10,135 | 12,895 | |||
Discount rate for operating leases | 5.40% | ||||
Number of leases that have lease modifications | lease | 2 | ||||
Increase (decrease) in right-of-use asset | $ (2,550) | ||||
Increase (decrease) in lease liability | $ (2,550) | ||||
Lease expense | $ 1,044 | ||||
Office lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating leases, Right-of-use assets | 1,406 | 348 | |||
Operating lease liabilities - current portion | 449 | 294 | |||
Lease liabilities - non-current portion, operating lease | $ 1,110 | $ 28 | |||
Discount rate for operating leases | 2.30% | ||||
Increase (decrease) in right-of-use asset | $ 1,829 | ||||
Increase (decrease) in lease liability | $ 1,829 | ||||
Lease expense | $ 484 |
Leases - Lease Payments (Detail
Leases - Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Lessee, Lease, Description [Line Items] | ||
Discount rate upon adoption, finance lease | 7.60% | |
2023, finance lease | $ 510 | |
2023 | 2,059 | |
2024, finance lease | 419 | |
2024 | 2,003 | |
2025, finance lease | 312 | |
2025 | 1,918 | |
2026, finance lease | 156 | |
2026 | 1,247 | |
2027 and beyond, finance lease | ||
2027 and beyond | 17,913 | |
Future minimum lease payments, finance lease | 1,397 | |
Future minimum lease payments | 25,140 | |
Lease liabilities, operating lease | $ 13,302 | |
Lease liabilities, finance lease | 1,274 | 766 |
Lease liabilities | 13,149 | |
Operating lease liabilities - current portion | 630 | |
Lease liabilities - current portion, finance lease | 449 | 308 |
Lease liabilities - current portion | 1,079 | 688 |
Lease liabilities - non-current portion, operating lease | 11,245 | |
Lease liabilities - non-current portion, finance lease | 825 | 458 |
Lease liabilities - non-current portion | 12,070 | 13,381 |
Discount based on incremental borrowing rate, finance lease | 123 | |
Discount based on incremental borrowing rate | $ 11,991 | |
Site leases | ||
Lessee, Lease, Description [Line Items] | ||
Discount rate upon adoption, operating lease | 5.40% | |
2023, operating lease | $ 1,044 | |
2024, operating lease | 1,044 | |
2025, operating lease | 1,044 | |
2026, operating lease | 1,044 | |
2027 and beyond, operating lease | 17,913 | |
Future minimum lease payments, operating lease | 22,089 | |
Lease liabilities, operating lease | 10,316 | |
Operating lease liabilities - current portion | 181 | 86 |
Lease liabilities - non-current portion, operating lease | 10,135 | 12,895 |
Discount based on incremental borrowing rate, operating lease | $ 11,773 | |
Office lease | ||
Lessee, Lease, Description [Line Items] | ||
Discount rate upon adoption, operating lease | 2.30% | |
2023, operating lease | $ 505 | |
2024, operating lease | 540 | |
2025, operating lease | 562 | |
2026, operating lease | 47 | |
2027 and beyond, operating lease | 0 | |
Future minimum lease payments, operating lease | 1,654 | |
Lease liabilities, operating lease | 1,559 | |
Operating lease liabilities - current portion | 449 | 294 |
Lease liabilities - non-current portion, operating lease | 1,110 | $ 28 |
Discount based on incremental borrowing rate, operating lease | $ 95 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Fair Value Measurements - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 23, 2022 USD ($) $ / shares shares | Dec. 22, 2022 USD ($) $ / shares shares | Nov. 30, 2022 uSDPerMegawatt-Hour | Oct. 31, 2022 commoditySwap uSDPerMegawatt-Hour | Dec. 31, 2018 MWh | Dec. 31, 2022 USD ($) $ / shares yr commoditySwap shares | Dec. 31, 2021 USD ($) commoditySwap shares | Aug. 31, 2022 USD ($) interestRateSwap | Aug. 16, 2022 USD ($) | Jul. 21, 2022 $ / shares shares | Dec. 31, 2020 | Nov. 30, 2019 uSDPerMegawatt-Hour | |
Derivative [Line Items] | ||||||||||||
Long-term debt, excluding current portion | $ 88,312,000 | $ 134,083,000 | ||||||||||
Percentage of outstanding warrants | 100% | |||||||||||
Fair value of Class A common stock issued for redemption of Public and Private warrants | $ 25,920,000 | 25,919,000 | 0 | |||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 6.87 | $ 6.80 | $ 11.50 | |||||||||
Loss on warrant exchange | $ 3,368,000 | 3,368,000 | 0 | |||||||||
Change in fair value of derivative instruments, net | $ 498,000 | $ 99,000 | ||||||||||
Class A common stock | ||||||||||||
Derivative [Line Items] | ||||||||||||
Common stock, shares issued (in shares) | shares | 497,080 | 3,309,296 | 29,477,766 | 0 | 25,671,390 | |||||||
Sponsor Earnout Awards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants expiration period | 5 years | |||||||||||
OPAL Earnout Awards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants expiration period | 2 years | |||||||||||
Change in fair value of derivative instruments, net | $ 35,200,000 | |||||||||||
Put option with Meteora | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants expiration period | 6 months | |||||||||||
Share price | Sponsor Earnout Awards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants, measurement input | $ / shares | 7.28 | |||||||||||
Share price | OPAL Earnout Awards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants, measurement input | $ / shares | 7.28 | |||||||||||
Share price | Put option with Meteora | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants, measurement input | $ / shares | 7.28 | |||||||||||
Expected volatility | Sponsor Earnout Awards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants, measurement input | 0.65 | |||||||||||
Expected volatility | OPAL Earnout Awards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants, measurement input | 0.65 | |||||||||||
Expected volatility | Put option with Meteora | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants, measurement input | 0.65 | |||||||||||
Risk free interest rate | Sponsor Earnout Awards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants, measurement input | 0.040 | |||||||||||
Risk free interest rate | OPAL Earnout Awards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants, measurement input | 0.040 | |||||||||||
Risk free interest rate | Put option with Meteora | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants, measurement input | 0.040 | |||||||||||
Expected term | Sponsor Earnout Awards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants, measurement input | yr | 4.5 | |||||||||||
Expected term | OPAL Earnout Awards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants, measurement input | yr | 1.8 | |||||||||||
Expected term | Put option with Meteora | ||||||||||||
Derivative [Line Items] | ||||||||||||
Warrants, measurement input | yr | 0.1 | |||||||||||
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 | 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 | 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 | $ 0 | $ 61,926,000 | |||||||||
Fixed rate | 2.47% | |||||||||||
Collateral balances with counterparties outstanding | $ 0 | $ 0 | ||||||||||
Interest rate swaps | Cash Flow Hedging | ||||||||||||
Derivative [Line Items] | ||||||||||||
Number of derivative instruments held | interestRateSwap | 2 | |||||||||||
Interest rate swaption | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notional Amount | $ 13,074,000 | |||||||||||
Fixed rate | 2.32% | |||||||||||
Commodity swap contracts | ||||||||||||
Derivative [Line Items] | ||||||||||||
Number of derivative instruments held | commoditySwap | 3 | 3 | ||||||||||
Minimum output (in MWh per year) | MWh | 34,554 | |||||||||||
Commodity swap contracts | NextEra | ||||||||||||
Derivative [Line Items] | ||||||||||||
Average Contract Price (per MWh) | uSDPerMegawatt-Hour | 81.50 | |||||||||||
Number of additional commodity swaps | commoditySwap | 2 | |||||||||||
Derivative, term of contract (in years) | 2 years | 2 years | ||||||||||
Commodity swap contracts | Minimum | NextEra | ||||||||||||
Derivative [Line Items] | ||||||||||||
Average Contract Price (per MWh) | uSDPerMegawatt-Hour | 65.50 | 35.75 | ||||||||||
Commodity swap contracts | Maximum | NextEra | ||||||||||||
Derivative [Line Items] | ||||||||||||
Average Contract Price (per MWh) | uSDPerMegawatt-Hour | 68.50 | 51.25 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Fair Value Measurements - Interest Rate Swaps (Details) - USD ($) $ in Thousands | Dec. 31, 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 | Dec. 31, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities) | $ 1,136 | $ (992) |
Swaption | Derivatives designated as economic hedges: | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 182 | 0 |
Interest rate swaps | Derivatives designated as economic hedges: | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | 0 | (992) |
Interest rate swaps | Derivatives designated as cash flow hedges: | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 954 | $ 0 |
Derivative Financial Instrume_6
Derivative Financial Instruments and Fair Value Measurements - Effect of Derivative Instruments on Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Change in fair value of derivative instruments, net | $ 498 | $ 99 |
Derivatives designated as economic hedges: | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Commodity swaps - realized loss | (1,757) | (22) |
Commodity swaps - unrealized gain (loss) | (512) | (1,148) |
Interest rate swaps | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Interest rate swaps | 992 | 1,793 |
Net periodic settlements - interest rate swaps | (676) | (1,694) |
Swaption | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Interest rate swaps | 182 | 0 |
Commodity swap contracts | Derivatives designated as economic hedges: | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Change in fair value of derivative instruments, net | $ (2,269) | $ (1,170) |
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 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | |||
Gross Amounts of Recognized Assets | $ 1,136 | ||
Gross Amounts Offset in the Balance Sheet | 0 | ||
Net Amounts of Assets in the Balance Sheet | 1,136 | ||
Derivative financial assets, current portion | 182 | $ 382 | [1] |
Derivative financial liability, current portion | (4,596) | (992) | [1] |
Interest rate swaps | |||
Derivative [Line Items] | |||
Gross Amounts of Recognized Assets | 954 | ||
Gross Amounts Offset in the Balance Sheet | 0 | ||
Net Amounts of Assets in the Balance Sheet | 954 | ||
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 | 182 | ||
Gross Amounts Offset in the Balance Sheet | 0 | ||
Net Amounts of Assets in the Balance Sheet | 182 | ||
Commodity swap contracts | Derivatives designated as economic hedges: | |||
Derivative [Line Items] | |||
Derivative financial assets, current portion | 0 | 382 | |
Derivative financial liability, current portion | $ (130) | $ 0 | |
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
Derivative Financial Instrume_8
Derivative Financial Instruments and Fair Value Measurements - Summary of Commodity Swaps (Details) | 12 Months Ended | 14 Months Ended | 24 Months Ended | 45 Months Ended | |||||
Dec. 31, 2022 MWh | Dec. 31, 2022 MWh | Dec. 31, 2024 MWh | Sep. 30, 2022 MWh | Nov. 17, 2022 uSDPerMegawatt-Hour | Oct. 17, 2022 uSDPerMegawatt-Hour | Dec. 27, 2021 uSDPerMegawatt-Hour | Oct. 28, 2021 uSDPerMegawatt-Hour | Dec. 14, 2018 uSDPerMegawatt-Hour | |
Commodity Contract, Contract One | |||||||||
Derivative [Line Items] | |||||||||
Average Contract Price (per MWh) | uSDPerMegawatt-Hour | 68.50 | ||||||||
Commodity Contract, Contract One | Forecast | |||||||||
Derivative [Line Items] | |||||||||
Notional Quantity per Year (“MWh”) | MWh | 70,176 | ||||||||
Commodity Contract, Contract Two | |||||||||
Derivative [Line Items] | |||||||||
Average Contract Price (per MWh) | uSDPerMegawatt-Hour | 65.50 | ||||||||
Commodity Contract, Contract Two | Forecast | |||||||||
Derivative [Line Items] | |||||||||
Notional Quantity per Year (“MWh”) | MWh | 26,280 | ||||||||
Commodity Contract, Contract Three | |||||||||
Derivative [Line Items] | |||||||||
Average Contract Price (per MWh) | uSDPerMegawatt-Hour | 81.50 | ||||||||
Commodity Contract, Contract Three | Forecast | |||||||||
Derivative [Line Items] | |||||||||
Notional Quantity per Year (“MWh”) | MWh | 35,088 | ||||||||
Commodity Contract, Contract Four | |||||||||
Derivative [Line Items] | |||||||||
Notional Quantity per Year (“MWh”) | MWh | 34,554 | ||||||||
Average Contract Price (per MWh) | uSDPerMegawatt-Hour | 66.12 | ||||||||
Commodity Contract, Contract Five | |||||||||
Derivative [Line Items] | |||||||||
Notional Quantity per Year (“MWh”) | MWh | 30,660 | ||||||||
Average Contract Price (per MWh) | uSDPerMegawatt-Hour | 48.75 | ||||||||
Commodity Contract, Contract Six | |||||||||
Derivative [Line Items] | |||||||||
Notional Quantity per Year (“MWh”) | MWh | 26,280 | ||||||||
Average Contract Price (per MWh) | uSDPerMegawatt-Hour | 50.75 |
Derivative Financial Instrume_9
Derivative Financial Instruments and Fair Value Measurements - Other Derivative Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | ||
Change in fair value of derivative instruments, net | $ 498 | $ 99 |
Other Derivatives | ||
Derivative [Line Items] | ||
Change in fair value of derivative instruments, net | 32,583 | 0 |
Contingent liability payable to non-controlling interest | ||
Derivative [Line Items] | ||
Change in fair value of derivative instruments, net | 4,365 | 0 |
Put option to Meteora | ||
Derivative [Line Items] | ||
Change in fair value of derivative instruments, net | 134 | 0 |
Sponsor Earnout Awards | ||
Derivative [Line Items] | ||
Change in fair value of derivative instruments, net | 1,911 | 0 |
OPAL Earnout Awards | ||
Derivative [Line Items] | ||
Change in fair value of derivative instruments, net | 35,200 | 0 |
Public and Private Warrants | ||
Derivative [Line Items] | ||
Change in fair value of derivative instruments, net | $ (9,027) | $ 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 | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities: | |||
Asset retirement obligation | $ 6,256 | $ 5,738 | |
Assets: | |||
Change in fair value of derivative instruments, net | $ 4,365 | 33,081 | 99 |
Fair Value, Recurring | |||
Liabilities: | |||
Asset retirement obligation | 6,256 | 5,738 | |
Contingent consideration on acquisition of non-controlling interest (1) | 4,456 | ||
Convertible Note Payable (1) | 28,528 | 58,710 | |
Earnout liabilities | 8,790 | ||
Assets: | |||
Investments, Fair Value Disclosure | 64,976 | ||
Fair Value, Recurring | Put option with Meteora | |||
Liabilities: | |||
Derivative liabilities | 4,466 | ||
Fair Value, Recurring | Commodity swap contracts | |||
Liabilities: | |||
Derivative liabilities | 130 | ||
Assets: | |||
Derivative assets | 382 | ||
Fair Value, Recurring | Interest rate swaps | |||
Liabilities: | |||
Derivative liabilities | 992 | ||
Assets: | |||
Derivative assets | 954 | ||
Fair Value, Recurring | Swaption asset | |||
Assets: | |||
Derivative assets | 182 | ||
Fair Value, Recurring | Level 1 | |||
Liabilities: | |||
Asset retirement obligation | 0 | 0 | |
Contingent consideration on acquisition of non-controlling interest (1) | 0 | ||
Convertible Note Payable (1) | 0 | 0 | |
Earnout liabilities | 0 | ||
Assets: | |||
Investments, Fair Value Disclosure | 64,976 | ||
Fair Value, Recurring | Level 1 | Put option with Meteora | |||
Liabilities: | |||
Derivative liabilities | 0 | ||
Fair Value, Recurring | Level 1 | Commodity swap contracts | |||
Liabilities: | |||
Derivative liabilities | 0 | ||
Assets: | |||
Derivative assets | 0 | ||
Fair Value, Recurring | Level 1 | Interest rate swaps | |||
Liabilities: | |||
Derivative liabilities | 0 | ||
Assets: | |||
Derivative assets | 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 (1) | 0 | ||
Convertible Note Payable (1) | 28,528 | 0 | |
Earnout liabilities | 0 | ||
Assets: | |||
Investments, Fair Value Disclosure | 0 | ||
Fair Value, Recurring | Level 2 | Put option with Meteora | |||
Liabilities: | |||
Derivative liabilities | 0 | ||
Fair Value, Recurring | Level 2 | Commodity swap contracts | |||
Liabilities: | |||
Derivative liabilities | 130 | ||
Assets: | |||
Derivative assets | 382 | ||
Fair Value, Recurring | Level 2 | Interest rate swaps | |||
Liabilities: | |||
Derivative liabilities | 992 | ||
Assets: | |||
Derivative assets | 954 | ||
Fair Value, Recurring | Level 2 | Swaption asset | |||
Assets: | |||
Derivative assets | 182 | ||
Fair Value, Recurring | Level 3 | |||
Liabilities: | |||
Asset retirement obligation | 6,256 | 5,738 | |
Contingent consideration on acquisition of non-controlling interest (1) | 4,456 | ||
Convertible Note Payable (1) | 0 | 58,710 | |
Earnout liabilities | 8,790 | ||
Assets: | |||
Investments, Fair Value Disclosure | 0 | ||
Fair Value, Recurring | Level 3 | Put option with Meteora | |||
Liabilities: | |||
Derivative liabilities | 4,466 | ||
Fair Value, Recurring | Level 3 | Commodity swap contracts | |||
Liabilities: | |||
Derivative liabilities | 0 | ||
Assets: | |||
Derivative assets | 0 | ||
Fair Value, Recurring | Level 3 | Interest rate swaps | |||
Liabilities: | |||
Derivative liabilities | $ 0 | ||
Assets: | |||
Derivative assets | 0 | ||
Fair Value, Recurring | Level 3 | Swaption asset | |||
Assets: | |||
Derivative assets | $ 0 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||||||
Jul. 21, 2022 USD ($) $ / shares shares | Nov. 29, 2021 USD ($) subsidiary shares | Dec. 31, 2020 USD ($) | Jul. 31, 2022 USD ($) $ / shares shares | Aug. 31, 2021 USD ($) shares | Apr. 30, 2021 USD ($) | Mar. 31, 2021 | Dec. 31, 2022 USD ($) commoditySwap shares | Dec. 31, 2021 USD ($) subsidiary commoditySwap shares | ||
Related Party Transaction [Line Items] | ||||||||||
Contributions from members | $ 0 | $ 7,531 | ||||||||
Distributions to members | 0 | 3,695 | ||||||||
Paid-in-kind dividends issued and outstanding units | 5,406 | |||||||||
Proceeds from sale of non-redeemable non-controlling interest, related party | $ 23,143 | $ 38,218 | ||||||||
Stock subscribed (in shares) | shares | 1,000,000 | |||||||||
Stock issued (in shares) | shares | 1,000,000 | 0 | ||||||||
Amount sold | $ 100,000 | |||||||||
Total revenues | 235,531 | $ 166,124 | ||||||||
Proceeds received from Business Combination | $ 138,850 | $ 138,850 | 138,850 | 0 | ||||||
Transaction costs | $ 9,771 | $ 9,700 | ||||||||
Income from equity method investments | 5,784 | 2,268 | ||||||||
Accounts payable, related party | 1,346 | 166 | [1] | |||||||
Accounts receivable, related party | 12,421 | 0 | [1] | |||||||
Renewable Power (includes revenues from related party of $5,495 and $3,008 for the years ended December 31, 2022 and 2021, respectively) | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Total revenues | 39,461 | 45,324 | ||||||||
Revenues from related party | $ 5,495 | $ 3,008 | ||||||||
Commodity swap contracts | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of derivative instruments held | commoditySwap | 3 | 3 | ||||||||
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 | $ 7,531 | ||||||||
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] | ||||||||||
Revenues from related party | $ 632 | |||||||||
Affiliated Entity | Pine Bend, Sunoma And Noble Road | Environmental processing fees | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Revenues from related party | 709 | 0 | ||||||||
Term of related party contract (in years) | 10 years | |||||||||
Affiliated Entity | Costar | Management Services Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Transaction costs | 1,518 | |||||||||
Deferred financing costs | $ 29 | |||||||||
GREP | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of ownership | 20% | 20% | ||||||||
Income from equity method investments | $ 2,302 | $ (124) | ||||||||
GREP | BioTown Biogas LLC (“Biotown”) | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of ownership | 50% | |||||||||
RNG fuel | NextEra | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Minimum of environmental attributes to be sold, percentage | 90% | |||||||||
Total revenues | 76,920 | |||||||||
RNG fuel | Affiliated Entity | NextEra | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of noncontrolling interests in renewable natural gas project subsidiaries | subsidiary | 4 | |||||||||
Percentage of noncontrolling interest sold | 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 | $ 2,526 | $ 210 | ||||||||
Class A common stock | PIPE Investors | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued (in shares) | shares | 11,080,600 | 2,500,000 | ||||||||
Sales price (in dollars per share) | $ / shares | $ 10 | $ 10 | ||||||||
Common Class B | Affiliated Entity | Reynolds | GREP | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Equity investment held (in shares) | shares | 1,570 | |||||||||
Common Class B | Reynolds | GREP | Affiliated Entity | GREP | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of ownership | 10% | |||||||||
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
Related Party Disclosures - Fee
Related Party Disclosures - Fees Upon Entering Into Management Services Agreement with Related Party (Details) - Affiliated Entity - Costar - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Expenses from related parties | $ 4,963 | $ 10,953 |
Staffing, management services and office costs | ||
Related Party Transaction [Line Items] | ||
Expenses from related parties | 2,758 | 8,393 |
IT services | ||
Related Party Transaction [Line Items] | ||
Expenses from related parties | 2,205 | 1,497 |
Guarantee fees | ||
Related Party Transaction [Line Items] | ||
Expenses from related parties | 0 | 431 |
Environmental processing fees | ||
Related Party Transaction [Line Items] | ||
Expenses from related parties | 0 | 632 |
Office Space | ||
Related Party Transaction [Line Items] | ||
Expenses from related parties | $ 600 | $ 378 |
Reportable Segments and Geogr_3
Reportable Segments and Geographic Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Total revenues | $ 235,531 | $ 166,124 |
Equity Method Investment(s) | ||
Revenues: | ||
Total revenues | 58,013 | 14,181 |
Other | ||
Revenues: | ||
Total revenues | 131 | 129 |
Intersegment | ||
Revenues: | ||
Total revenues | (13,435) | (8,066) |
Renewable Power | ||
Revenues: | ||
Total revenues | 39,461 | 45,324 |
Renewable Power | Operating Segments | ||
Revenues: | ||
Total revenues | 41,713 | 47,317 |
RNG Fuel | ||
Revenues: | ||
Total revenues | 126,830 | 70,360 |
RNG Fuel | Operating Segments | ||
Revenues: | ||
Total revenues | 194,369 | 90,482 |
Fuel Station Services | ||
Revenues: | ||
Total revenues | 69,240 | 50,440 |
Fuel Station Services | Operating Segments | ||
Revenues: | ||
Total revenues | $ 70,766 | $ 50,443 |
Reportable Segments and Geogr_5
Reportable Segments and Geographic Information - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Interest and Financing Expense, Net: | $ (6,640) | $ (7,467) |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Interest and Financing Expense, Net: | (480) | (3,861) |
Renewable Power | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Interest and Financing Expense, Net: | (5,261) | (3,606) |
RNG Fuel | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Interest and Financing Expense, Net: | $ (899) | $ 0 |
Reportable Segments and Geogr_6
Reportable Segments and Geographic Information - Schedule of Depreciation, Amortization and Accretion (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Depreciation, Amortization, and Accretion: | $ 13,136 | $ 10,653 |
Equity Method Investment(s) | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Amortization, and Accretion: | (2,073) | (1,060) |
Other | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Amortization, and Accretion: | 125 | 128 |
Renewable Power | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Amortization, and Accretion: | 5,696 | 6,072 |
RNG Fuel | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Amortization, and Accretion: | 8,542 | 4,968 |
Fuel Station Services | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Amortization, and Accretion: | $ 846 | $ 545 |
Reportable Segments and Geogr_7
Reportable Segments and Geographic Information - Schedule of Net Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Net income: | $ 32,579 | $ 40,769 |
Equity Method Investment(s) | 5,784 | 2,268 |
Corporate | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Net income: | (19,246) | (23,103) |
Renewable Power | Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Net income: | (816) | (7,245) |
RNG Fuel | Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Net income: | 38,250 | 61,700 |
Fuel Station Services | Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Net income: | $ 8,607 | $ 7,149 |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Cash paid for Purchases of Property, Plant, and Equipment: | $ 131,410 | $ 89,646 |
Operating Segments | Renewable Power | ||
Segment Reporting Information [Line Items] | ||
Cash paid for Purchases of Property, Plant, and Equipment: | 2,001 | 0 |
Operating Segments | Fuel Station Services | ||
Segment Reporting Information [Line Items] | ||
Cash paid for Purchases of Property, Plant, and Equipment: | 7,565 | 10,792 |
Cash paid for finance leases | 863 | 0 |
Operating Segments | RNG Fuel | ||
Segment Reporting Information [Line Items] | ||
Cash paid for Purchases of Property, Plant, and Equipment: | $ 121,844 | $ 78,854 |
Reportable Segments and Geogr_9
Reportable Segments and Geographic Information - Total Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Total Assets: | $ 644,856 | $ 380,844 | [1] | |
Equity Method Investment(s) | 51,765 | 47,150 | [1] | $ 25,573 |
Operating Segments | Renewable Power | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Total Assets: | 43,468 | 43,728 | ||
Operating Segments | RNG Fuel | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Total Assets: | 376,933 | 215,512 | ||
Operating Segments | Fuel Station Services | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Total Assets: | 90,486 | 56,567 | ||
Corporate and other | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
Total Assets: | $ 82,204 | $ 17,887 | ||
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) variableInterestEntity member | Dec. 31, 2021 variableInterestEntity | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of variable interest entities | variableInterestEntity | 5 | 5 |
Number of variable interest entities consolidated | variableInterestEntity | 4 | 4 |
Number of members on independent board | member | 4 | |
Variable interest entity liability | $ | $ 4,365 | |
Variable interest entity income | $ | $ 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 | ||||
Dec. 31, 2022 | Aug. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Current assets: | |||||
Cash and cash equivalents | $ 40,394 | $ 39,314 | [1] | ||
Accounts receivable, net | 31,083 | 25,391 | [1] | ||
Restricted cash - current | 32,402 | 0 | [1] | ||
Prepaid expenses and other current assets | 7,625 | 5,482 | [1] | ||
Total current assets | 211,983 | 86,975 | [1] | ||
Property, plant and equipment, net | 297,323 | 169,770 | [1] | ||
Restricted cash, non-current | 4,425 | 2,740 | [1] | ||
Total assets | 644,856 | 380,844 | [1] | ||
Current liabilities: | |||||
Accounts payable | 22,679 | 12,581 | [1] | ||
Accounts payable, related party | 1,346 | 166 | [1] | ||
Accrued capital expenses | 11,922 | 5,517 | [1] | ||
Sunoma Loan- current portion | 380 | 756 | [1] | ||
Total current liabilities | 152,905 | 142,116 | [1] | ||
Sunoma loan, net of debt issuance costs | 21,712 | 16,199 | [1] | ||
Total liabilities | 267,037 | 285,887 | [1] | ||
Equity | |||||
Stockholders' equity | (800,601) | 14 | [1] | ||
Non-redeemable non-controlling interests | 26,445 | 1,188 | [1] | ||
Total Stockholders' (deficit) equity | (774,156) | 1,202 | [1] | $ 6,699 | |
Total liabilities, Redeemable preferred, Redeemable non-controlling interests and Stockholders' (deficit) equity | 644,856 | 380,844 | [1] | ||
Prepayment of shares of equity contribution in joint venture | $ 5,845 | ||||
Non-redeemable non-controlling interests | |||||
Equity | |||||
Total Stockholders' (deficit) equity | 26,445 | 1,188 | $ 6,685 | ||
Prepayment of shares of equity contribution in joint venture | 2,922 | ||||
Primary Beneficiary | |||||
Current assets: | |||||
Cash and cash equivalents | 12,506 | 1,991 | |||
Accounts receivable, net | 966 | 40 | |||
Restricted cash - current | 6,971 | 0 | |||
Prepaid expenses and other current assets | 415 | 113 | |||
Total current assets | 20,858 | 2,144 | |||
Property, plant and equipment, net | 73,140 | 27,794 | |||
Restricted cash, non-current | 2,923 | 1,163 | |||
Total assets | 96,921 | 31,101 | |||
Current liabilities: | |||||
Accounts payable | 4,896 | 544 | |||
Accounts payable, related party | 433 | 0 | |||
Accrued expenses | 646 | 0 | |||
Accrued capital expenses | 7,821 | 1,722 | |||
Sunoma Loan- current portion | 380 | 756 | |||
Total current liabilities | 14,176 | 3,022 | |||
Sunoma loan, net of debt issuance costs | 21,712 | 16,199 | |||
Total liabilities | 35,888 | 19,221 | |||
Equity | |||||
Stockholders' equity | 34,588 | 10,692 | |||
Non-redeemable non-controlling interests | 26,445 | 1,188 | |||
Total Stockholders' (deficit) equity | 61,033 | 11,880 | |||
Total liabilities, Redeemable preferred, Redeemable non-controlling interests and Stockholders' (deficit) equity | $ 96,921 | $ 31,101 | |||
[1]Retroactively restated for the reverse capitalization upon completion of Business Combination as described in Note 3. Business Combination. |
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 | 12 Months Ended | |||||||
Dec. 22, 2022 USD ($) shares | Jul. 21, 2022 USD ($) vote $ / shares shares | Nov. 29, 2021 project shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) vote dividendPayment $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 23, 2022 shares | Nov. 18, 2022 $ / shares 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 | $ 0.0001 | |||||||
Net cash from Business Combination | $ | $ 68,359 | ||||||||
Transaction costs | $ | $ 6,467 | ||||||||
Number of shares per warrant (in shares) | 1 | ||||||||
Decrease in exchange ratio | 10% | ||||||||
Warrants outstanding (in shares) | 0 | ||||||||
Loss on warrant exchange | $ | $ 3,368 | $ 3,368 | $ 0 | ||||||
Conversion of stock (in shares) | 300,000 | ||||||||
Number of noncontrolling interests in renewable natural gas project subsidiaries | project | 4 | ||||||||
Stock subscribed (in shares) | 1,000,000 | ||||||||
Stock issued (in shares) | 1,000,000 | 0 | |||||||
Amount sold | $ | $ 100,000 | ||||||||
Issuance costs | $ | $ 267 | $ 267 | |||||||
Preferred stock dividend rate | 8% | ||||||||
Preferred stock, number of dividend payments to elect to issue additional Preferred Units | dividendPayment | 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 | $ 7.02 | ||||||||
Warrants | |||||||||
Preferred Units [Line Items] | |||||||||
Number of shares per warrant (in shares) | 0.225 | 0.250 | |||||||
Warrant Agreement | |||||||||
Preferred Units [Line Items] | |||||||||
Number of shares per warrant (in shares) | 0.225 | ||||||||
Class A common stock | |||||||||
Preferred Units [Line Items] | |||||||||
Common stock, shares issued (in shares) | 3,309,296 | 25,671,390 | 0 | 29,477,766 | 0 | 497,080 | |||
Common stock, shares outstanding (in shares) | 25,671,390 | 0 | 29,477,766 | 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 interests | |||||||||
Preferred Units [Line Items] | |||||||||
Change in redemption value of Redeemable non-controlling interests | $ | $ 908,008 |
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 | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Series A-1 preferred units | |
Increase (Decrease) In Temporary Equity, Units [Roll Forward] | |
Beginning balance (in shares) | shares | 300,000 |
Ending balance (in shares) | shares | 300,000 |
Increase (Decrease) In Temporary Equity, Amount [Roll Forward] | |
Beginning balance | $ 30,210 |
Paid-in-kind dividends attributable to OPAL Fuels | 2,347 |
Paid-in kind dividends attributable to Class A common stockholders | 179 |
Ending balance | $ 32,736 |
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 | 4,841 |
Paid-in kind dividends attributable to Class A common stockholders | 565 |
Ending balance | $ 105,406 |
Net Income Per Share - Narrativ
Net Income Per Share - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
Common Class B | |
Class of Warrant or Right [Line Items] | |
Antidilutive shares (in shares) | 144,399,037 |
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 Per Share - Schedule
Net Income Per Share - Schedule of Basic and Diluted Net Loss Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Earnings Per Share [Abstract] | |||
Net loss attributable to Class A common stockholders | [1] | $ 3,391 | $ 0 |
Less: change in fair value of the put option on the forward purchase agreement | 134 | ||
Diluted Net loss attributable to Class A common stockholders | $ 3,257 | ||
Weighted average number of shares of Class A common stock - basic (in shares) | 25,774,312 | 0 | |
Effect of dilutive Restricted Stock Units (in shares) | 14,203 | ||
Effect of the dilutive put option on a forward purchase agreement | 273,883 | ||
Weighted average number of shares of Class A common stock - diluted (in shares) | 26,062,398 | 0 | |
Net loss per share of Class A common stock | |||
Basic (in dollars per share) | [1] | $ 0.13 | $ 0 |
Diluted (in dollars per share) | [1] | $ 0.12 | $ 0 |
[1]Income per share information has not been presented for the year ended December 31, 2021 as it would not be meaningful to the users of these consolidated financial statements, Refer to Note 3. Business Combination |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax expense | $ 0 | $ 0 |
State income tax expense | $ 0 | $ 0 |
Effective tax rate | 0% | |
Nonrecurring income | $ 1,000 | |
Estimated lump-sum payment if change in control | $ 192,000 | |
Discount rate | 6.32% | |
Undiscounted liability | $ 322,000 |
Income taxes - Income Tax Expen
Income taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax at statutory rate | $ 6,884 | $ 0 |
State income taxes, net of federal | 184 | 0 |
Earnings attributable to non-controlling interest | (6,172) | 0 |
Change in valuation allowance | (896) | 0 |
Total tax expense | $ 0 | $ 0 |
Income taxes - Components of De
Income taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Investment in partnership | $ 26,637 | $ 0 |
163j interest limitation | 109 | 0 |
Federal NOL carryforward | 3,094 | 0 |
State NOL carryforward | 677 | 0 |
Total deferred tax assets | 30,517 | 0 |
Valuation allowance for deferred tax assets | (30,517) | 0 |
Deferred tax assets, net of valuation allowance | 0 | 0 |
Deferred tax liabilities: | ||
Total deferred tax liabilities | 0 | 0 |
Net deferred income tax asset or liability | $ 0 | $ 0 |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Oct. 04, 2022 USD ($) shares | Jul. 21, 2022 shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 subsidiary | Dec. 31, 2019 subsidiary | Oct. 03, 2022 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock issued (in shares) | 1,000,000 | 0 | |||||
Closing share price (in dollars per share) | $ / shares | $ 7.94 | ||||||
Stock-based compensation expense | $ | $ 1,469 | $ 639 | |||||
2022 Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ | $ 830 | $ 0 | |||||
2022 Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock issued (in shares) | 19,811,726 | ||||||
Restricted Stock Units (RSUs) | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Awards granted (in shares) | 428,902 | 428,902 | |||||
Aggregate fair value of grant | $ | $ 3,405 | ||||||
Forfeitures (in shares) | 6,553 | ||||||
Profit Interests | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Awards granted (in shares) | 0 | ||||||
Number of wholly-owned subsidiaries | subsidiary | 4 | 4 | |||||
Percentage of issued stock, minimum | 34% | 34% | |||||
Percentage of issued stock, maximum | 37% | 37% | |||||
Vesting term (in years) | 5 years | 5 years | |||||
Vested percentage | 66% | 46% | |||||
Unvested percentage | 34% | 54% | |||||
Forfeitures (in shares) | 0 | ||||||
2022 Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Future compensation to be recognized | $ | $ 2,523 | ||||||
Parent Equity Awards | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Future compensation to be recognized | $ | $ 1,092 | ||||||
Parent Equity Awards | Minimum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting term (in years) | 1 year | ||||||
Parent Equity Awards | Maximum | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Vesting term (in years) | 3 years |
Stock-based compensation - Rest
Stock-based compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Oct. 04, 2022 | Dec. 31, 2022 | |
Restricted stock units | ||
Unvested restricted stock units outstanding, beginning balance (in shares) | 0 | |
Issued (in shares) | 428,902 | 428,902 |
Forfeitures (in shares) | (6,553) | |
Unvested restricted stock units outstanding, ending balance (in shares) | 422,349 | |
Weighted average fair value per restricted unit on grant date | ||
Unvested restricted stock units outstanding, Weighted average fair value per restricted unit on grant date, beginning balance (in dollars per share) | $ 0 | |
Issued, Weighted average fair value per restricted unit on grant date (in dollars per share) | 7.94 | |
Forfeitures, Weighted average fair value per restricted unit on grant date (in dollars per share) | 7.94 | |
Unvested restricted stock units outstanding, Weighted average fair value per restricted unit on grant date, ending balance (in dollars per share) | $ 7.94 | |
Aggregate fair value | ||
Unvested restricted stock units outstanding, Aggregate fair value, beginning balance | $ 0 | |
Issued, Aggregate fair value | 3,405 | |
Forfeitures, Aggregate fair value | (52) | |
Unvested restricted stock units outstanding, Aggregate fair value, ending balance | $ 3,353 | |
Vesting percentage | 100% |
Stock-based compensation - Stoc
Stock-based compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1,469 | $ 639 |
2022 Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 830 | 0 |
Parent Equity Awards | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 639 | $ 639 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 10 Months Ended | 12 Months Ended | |
Jul. 31, 2015 | Mar. 28, 2023 USD ($) | Dec. 31, 2022 USD ($) 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 | $ 2,292 | $ 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 ($) $ in Thousands | 12 Months Ended | ||||||||
Mar. 24, 2023 | Mar. 20, 2023 | Jan. 26, 2023 | Jan. 23, 2023 | Jul. 21, 2022 | Jul. 20, 2022 | Sep. 21, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||||||
Stock issued (in shares) | 1,000,000 | 0 | |||||||
Repayment of Senior Secured Credit Facility | $ 58,603 | $ 4,901 | |||||||
Meteora | Forward Purchase Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Contingent consideration, escrow | $ 20,040 | ||||||||
Meteora | ArcLight Class A Common Stock | Forward Purchase Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued (in shares) | 2,000,000 | ||||||||
Senior Secured Credit Facility | |||||||||
Subsequent Event [Line Items] | |||||||||
Repayment of Senior Secured Credit Facility | $ 14,300 | ||||||||
Subsequent Event | Meteora | Forward Purchase Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Contingent consideration, escrow | $ 16,849 | ||||||||
Subsequent Event | Meteora | ArcLight Class A Common Stock | Forward Purchase Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued (in shares) | 1,635,783 | ||||||||
Subsequent Event | Sponsor | Class A common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Forfeited shares (in shares) | 197,258 | ||||||||
Subsequent Event | Senior Secured Credit Facility, term loan | Senior Secured Credit Facility | Secured Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Repayment of Senior Secured Credit Facility | $ 22,750 | ||||||||
Subsequent Event | OPAL Term Loan | Secured Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from draw down of loan | $ 10,000 |