Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40272 | |
Entity Registrant Name | OPAL FUELS INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1578357 | |
Entity Address, Address Line One | One North Lexington Avenue | |
Entity Address, Address Line Two | Suite 1450 | |
Entity Address, City or Town | White Plains | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10601 | |
City Area Code | 914 | |
Local Phone Number | 705-4000 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | OPAL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001842279 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,694,332 | |
Class D common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 144,399,037 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents (includes $906 and $12,506 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | $ 21,595 | $ 40,394 |
Accounts receivable | 26,821 | 31,083 |
Restricted cash - current (includes $228 and $6,971 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 228 | 32,402 |
Short term investments | 16,955 | 64,976 |
Fuel tax credits receivable | 3,213 | 4,144 |
Contract assets | 12,513 | 9,771 |
Parts inventory | 10,631 | 7,311 |
Environmental credits held for sale (includes $29 and $0 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 4,184 | 1,674 |
Prepaid expense and other current assets (includes $186 and $415 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 4,485 | 7,625 |
Derivative financial assets, current portion | 365 | 182 |
Total current assets | 100,990 | 211,983 |
Capital spares | 3,056 | 3,443 |
Property, plant, and equipment, net (includes $27,043 and $73,140 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 288,427 | 297,323 |
Operating right-of-use assets | 11,441 | 11,744 |
Investment in other entities | 202,409 | 51,765 |
Note receivable - variable fee component | 2,101 | 1,942 |
Derivative financial assets, non-current portion | 267 | 954 |
Deferred financing costs | 0 | 3,013 |
Other long-term assets | 1,489 | 1,489 |
Intangible assets, net | 1,854 | 2,167 |
Restricted cash - non-current (includes $2,790 and $2,923 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 5,303 | 4,425 |
Goodwill | 54,608 | 54,608 |
Total assets | 671,945 | 644,856 |
Current liabilities: | ||
Fuel tax credits payable | 2,624 | 3,320 |
Accrued payroll | 7,107 | 8,979 |
Accrued capital expenses (includes $0 and $7,821 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 8,864 | 11,922 |
Accrued expenses and other current liabilities (includes $272 and $646 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 12,698 | 9,573 |
Contract liabilities | 6,220 | 8,013 |
OPAL Term Loan, current portion | 27,732 | 27,732 |
Sunoma Loan, current portion (includes $1,169 and $380 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 1,169 | 380 |
Convertible Note Payable | 29,671 | 28,528 |
Municipality Loan | 0 | 76 |
Derivative financial liability, current portion | 0 | 4,596 |
Operating lease liabilities - current portion | 681 | 630 |
Other current liabilities | 0 | 1,085 |
Asset retirement obligation, current portion | 1,296 | 1,296 |
Total current liabilities | 115,263 | 152,905 |
Asset retirement obligation, non-current portion | 5,165 | 4,960 |
OPAL Term Loan | 63,210 | 66,600 |
Sunoma Loan, net of debt issuance costs (includes $20,948 and $21,712 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 20,948 | 21,712 |
Operating lease liabilities - non-current portion | 10,924 | 11,245 |
Earn out liabilities | 4,153 | 8,790 |
Other long-term liabilities | 856 | 825 |
Total liabilities | 220,519 | 267,037 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (749,912) | (800,813) |
Accumulated other comprehensive income | 4 | 195 |
Class A common stock in treasury, at cost; 1,635,783 and 0 shares at June 30, 2023 and December 31, 2022, respectively | (11,614) | 0 |
Total Stockholders' deficit attributable to the Company | (761,505) | (800,601) |
Non-redeemable non-controlling interests | 903 | 26,445 |
Total Stockholders' deficit | (760,602) | (774,156) |
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit | 671,945 | 644,856 |
Primary Beneficiary | ||
Current assets: | ||
Cash and cash equivalents (includes $906 and $12,506 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 906 | 12,506 |
Accounts receivable | 846 | 966 |
Restricted cash - current (includes $228 and $6,971 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 228 | 6,971 |
Environmental credits held for sale (includes $29 and $0 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 29 | 0 |
Prepaid expense and other current assets (includes $186 and $415 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 186 | 415 |
Total current assets | 2,195 | 20,858 |
Property, plant, and equipment, net (includes $27,043 and $73,140 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 27,043 | 73,140 |
Restricted cash - non-current (includes $2,790 and $2,923 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 2,790 | 2,923 |
Total assets | 32,028 | 96,921 |
Current liabilities: | ||
Accrued capital expenses (includes $0 and $7,821 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 0 | 7,821 |
Accrued expenses and other current liabilities (includes $272 and $646 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 272 | 646 |
Sunoma Loan, current portion (includes $1,169 and $380 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 1,169 | 380 |
Total current liabilities | 2,933 | 14,176 |
Sunoma Loan, net of debt issuance costs (includes $20,948 and $21,712 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | 20,948 | 21,712 |
Total liabilities | 23,881 | 35,888 |
Stockholders' deficit | ||
Total Stockholders' deficit attributable to the Company | 7,244 | 34,588 |
Non-redeemable non-controlling interests | 903 | 26,445 |
Total Stockholders' deficit | 8,147 | 61,033 |
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit | 32,028 | 96,921 |
Senior Secured Credit Facility, term loan | ||
Current liabilities: | ||
Senior Secured Credit Facility - term loan, current portion, net of debt issuance costs | 0 | 15,250 |
Senior Secured Credit Facility - working capital facility, current portion | 0 | 15,250 |
Senior Secured Credit Facility, working capital facility | ||
Current liabilities: | ||
Senior Secured Credit Facility - term loan, current portion, net of debt issuance costs | 0 | 7,500 |
Senior Secured Credit Facility - working capital facility, current portion | 0 | 7,500 |
Related Party | ||
Current assets: | ||
Accounts receivable, related party | 0 | 12,421 |
Current liabilities: | ||
Accounts payable | 3,707 | 1,346 |
Related Party | Primary Beneficiary | ||
Current liabilities: | ||
Accounts payable | 1,108 | 433 |
Nonrelated Party | ||
Current assets: | ||
Accounts receivable | 31,083 | |
Current liabilities: | ||
Accounts payable | 13,494 | 22,679 |
Nonrelated Party | Primary Beneficiary | ||
Current liabilities: | ||
Accounts payable | 384 | 4,896 |
Redeemable preferred non-controlling interests | ||
Current liabilities: | ||
Redeemable non-controlling interests | 143,754 | 138,142 |
Redeemable non-controlling interests | ||
Current liabilities: | ||
Redeemable non-controlling interests | 1,068,274 | 1,013,833 |
Class A common stock | ||
Stockholders' deficit | ||
Common stock | 3 | 3 |
Class B common stock | ||
Stockholders' deficit | ||
Common stock | 0 | 0 |
Class C common stock | ||
Stockholders' deficit | ||
Common stock | 0 | 0 |
Class D common stock | ||
Stockholders' deficit | ||
Common stock | $ 14 | $ 14 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Jun. 30, 2023 USD ($) $ / shares shares |
Cash and cash equivalents | $ 21,595 |
Accounts receivable, net | 26,821 |
Restricted cash - current | 228 |
Environmental credits held for sale | 4,184 |
Prepaid expenses and other current assets | 4,485 |
Property, plant and equipment, net | 288,427 |
Restricted cash, non-current | 5,303 |
Accrued capital expenses | 8,864 |
Accrued expenses and other current liabilities | 12,698 |
Sunoma Loan- current portion | 1,169 |
Sunoma Loan, net of debt issuance costs | $ 20,948 |
Class A common stock, in treasury, at cost (in shares) | shares | 1,635,783 |
Nonrelated Party | |
Accounts payable | $ 13,494 |
Related Party | |
Accounts payable | 3,707 |
Primary Beneficiary | |
Cash and cash equivalents | 906 |
Accounts receivable, net | 846 |
Restricted cash - current | 228 |
Environmental credits held for sale | 29 |
Prepaid expenses and other current assets | 186 |
Property, plant and equipment, net | 27,043 |
Restricted cash, non-current | 2,790 |
Accrued capital expenses | 0 |
Accrued expenses and other current liabilities | 272 |
Sunoma Loan- current portion | 1,169 |
Sunoma Loan, net of debt issuance costs | 20,948 |
Primary Beneficiary | Nonrelated Party | |
Accounts payable | 384 |
Primary Beneficiary | Related Party | |
Accounts payable | $ 1,108 |
Class A common stock | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | shares | 340,000,000 |
Common stock, shares issued (in shares) | shares | 29,330,115 |
Common stock, shares outstanding (in shares) | shares | 29,330,115 |
Class B common stock | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | shares | 160,000,000 |
Common stock, shares issued (in shares) | shares | 0 |
Common stock, shares outstanding (in shares) | shares | 0 |
Class C common stock | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | shares | 160,000,000 |
Common stock, shares issued (in shares) | shares | 0 |
Common stock, shares outstanding (in shares) | shares | 0 |
Class D common stock | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | shares | 160,000,000 |
Common stock, shares issued (in shares) | shares | 144,399,037 |
Common stock, shares outstanding (in shares) | shares | 144,399,037 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Revenues: | |||||
Total revenues | $ 55,042 | $ 53,217 | $ 97,999 | $ 102,264 | |
Operating expenses: | |||||
Selling, general, and administrative | 13,663 | 7,955 | 28,135 | 18,810 | |
Depreciation, amortization, and accretion | 3,628 | 3,325 | 7,195 | 6,721 | |
Total expenses | 61,412 | 50,907 | 115,644 | 100,943 | |
Operating (loss) income | (6,370) | 2,310 | (17,645) | 1,321 | |
Other (expense) income: | |||||
Interest and financing expense, net | (956) | (3,365) | (1,597) | (6,422) | |
Loss on debt extinguishment | (1,895) | 0 | (1,895) | 0 | |
Change in fair value of derivative instruments, net | 1,160 | 92 | 5,093 | 328 | |
Other income | 123,109 | 0 | 123,041 | 0 | |
(Loss) income from equity method investments | (998) | 621 | (293) | (36) | |
Income (loss) before provision for income taxes | 114,050 | (342) | 106,704 | (4,809) | |
Provision for income taxes | 0 | 0 | 0 | 0 | |
Net income (loss) | 114,050 | (342) | 106,704 | (4,809) | |
Net income (loss) attributable to redeemable non-controlling interests | 93,460 | (1,803) | 85,227 | (6,745) | |
Net loss attributable to non-redeemable non-controlling interests | (183) | (257) | (480) | (499) | |
Paid-in-kind preferred dividends | [1] | 2,849 | 1,718 | 5,612 | 2,435 |
Net income attributable to Class A common stockholders | $ 17,924 | $ 0 | $ 16,345 | $ 0 | |
Weighted average shares outstanding of Class A common stock: | |||||
Basic (in shares) | 26,977,682 | 0 | 27,179,488 | 0 | |
Diluted (in shares) | 27,248,639 | 0 | 27,556,700 | 0 | |
Per share amounts: | |||||
Basic (in dollars per share) | [2] | $ 0.66 | $ 0 | $ 0.60 | $ 0 |
Diluted (in dollars per share) | [2] | $ 0.66 | $ 0 | $ 0.59 | $ 0 |
RNG Fuel | |||||
Revenues: | |||||
Total revenues | $ 16,431 | $ 16,459 | $ 28,625 | $ 31,508 | |
Operating expenses: | |||||
Cost of sales | 7,884 | 8,457 | 15,407 | 16,171 | |
Fuel Station Services | |||||
Revenues: | |||||
Total revenues | 29,956 | 26,730 | 50,784 | 51,604 | |
Operating expenses: | |||||
Cost of sales | 27,476 | 23,630 | 47,768 | 43,293 | |
Renewable Power | |||||
Revenues: | |||||
Total revenues | 8,655 | 10,028 | 18,590 | 19,152 | |
Operating expenses: | |||||
Cost of sales | $ 8,761 | $ 7,540 | $ 17,139 | $ 15,948 | |
[1] Paid-in-kind preferred dividend is allocated between redeemable non-controlling interests and Class A common stockholders based on their weighted average percentage of ownership. Please see Note.13 Redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' deficit |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenues | $ 55,042 | $ 53,217 | $ 97,999 | $ 102,264 |
RNG Fuel | ||||
Total revenues | 16,431 | 16,459 | 28,625 | 31,508 |
RNG Fuel | Related Party | ||||
Total revenues | 9,412 | 12,765 | 14,127 | 20,845 |
Fuel Station Services | ||||
Total revenues | 29,956 | 26,730 | 50,784 | 51,604 |
Fuel Station Services | Related Party | ||||
Total revenues | 2,440 | 4,027 | 3,933 | 8,843 |
Renewable Power | ||||
Total revenues | 8,655 | 10,028 | 18,590 | 19,152 |
Renewable Power | Related Party | ||||
Total revenues | $ 1,747 | $ 1,243 | $ 3,274 | $ 2,269 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income (loss) | $ 114,050 | $ (342) | $ 106,704 | $ (4,809) | |
Other comprehensive income (loss): | |||||
Effective portion of the the cash flow hedge attributable to equity method investments | 109 | 0 | 109 | 0 | |
Reclassification adjustments included in earnings | [1] | (1,147) | 0 | (1,147) | 0 |
Net unrealized gain (loss) on cash flow hedges | 215 | 0 | (141) | 0 | |
Total comprehensive income (loss) | 113,227 | (342) | 105,525 | (4,809) | |
Net income (loss) attributable to Redeemable non-controlling interests | 95,851 | (1,803) | 89,936 | (6,745) | |
Other comprehensive loss attributable to Redeemable non-controlling interests | (690) | 0 | (989) | 0 | |
Comprehensive loss attributable to non-redeemable non-controlling interests | (183) | (257) | (480) | (499) | |
Paid-in-kind preferred dividends | 458 | 1,718 | 903 | 2,435 | |
Comprehensive income attributable to Class A common stockholders | $ 17,791 | $ 0 | $ 16,155 | $ 0 | |
[1] Represents the reclassification of the gain on termination of interest rate swaps on May 30, 2023. See Note 9 Derivative Financial Instruments for additional information. Additionally, there is $334 reclassification into earnings from our equity method investments. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Reclassification of adjustments into earnings | $ 334 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Class A common stock | Class D common stock | Redeemable Preferred non-controlling interests | Redeemable non-controlling interests | Common stock Class A common stock | Common stock Class D common stock | Additional paid-in capital | Retained earnings (Accumulated deficit) | Other comprehensive income | Non-redeemable non-controlling interests | Class A common stock in treasury Class A common stock | |
Beginning balance at Dec. 31, 2021 | $ 30,210 | $ 63,545 | |||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | |||||||||||||
Net loss | (4,225) | ||||||||||||
Contributions from non-redeemable non-controlling interest | (95) | ||||||||||||
Amortization on payment to acquire non-redeemable noncontrolling interest | (91) | ||||||||||||
Contributions from redeemable preferred non-controlling interests | 25,000 | (267) | |||||||||||
Stock-based compensation | 160 | ||||||||||||
Paid-in-kind preferred dividend | 717 | ||||||||||||
Distribution of paid-in-kind preferred dividend | (717) | ||||||||||||
Ending balance at Mar. 31, 2022 | 55,927 | 58,310 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 144,399,037 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ 1,202 | $ 0 | $ 14 | $ 0 | $ 0 | $ 1,188 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (242) | (242) | |||||||||||
Proceeds from non-redeemable non-controlling interest | 5,738 | 5,738 | |||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 144,399,037 | |||||||||||
Ending balance at Mar. 31, 2022 | 6,698 | $ 0 | $ 14 | 0 | 0 | 6,684 | |||||||
Beginning balance at Dec. 31, 2021 | 30,210 | 63,545 | |||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | |||||||||||||
Other comprehensive loss | 0 | ||||||||||||
Ending balance at Jun. 30, 2022 | 132,645 | 56,622 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 144,399,037 | |||||||||||
Beginning balance at Dec. 31, 2021 | 1,202 | $ 0 | $ 14 | 0 | 0 | 1,188 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Paid-in-kind preferred dividend | (2,435) | ||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 144,399,037 | |||||||||||
Ending balance at Jun. 30, 2022 | 17,652 | $ 0 | $ 14 | 0 | 0 | 17,638 | |||||||
Beginning balance at Mar. 31, 2022 | 55,927 | 58,310 | |||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | |||||||||||||
Net loss | (85) | ||||||||||||
Contributions from non-redeemable non-controlling interest | 47 | ||||||||||||
Amortization on payment to acquire non-redeemable noncontrolling interest | (92) | ||||||||||||
Contributions from redeemable preferred non-controlling interests | 75,000 | ||||||||||||
Other comprehensive loss | 0 | ||||||||||||
Stock-based compensation | 160 | ||||||||||||
Paid-in-kind preferred dividend | 1,718 | ||||||||||||
Distribution of paid-in-kind preferred dividend | (1,718) | ||||||||||||
Ending balance at Jun. 30, 2022 | 132,645 | 56,622 | |||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 144,399,037 | |||||||||||
Beginning balance at Mar. 31, 2022 | 6,698 | $ 0 | $ 14 | 0 | 0 | 6,684 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (257) | (257) | |||||||||||
Proceeds from non-redeemable non-controlling interest | 11,211 | 11,211 | |||||||||||
Paid-in-kind preferred dividend | (1,718) | ||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 144,399,037 | |||||||||||
Ending balance at Jun. 30, 2022 | 17,652 | $ 0 | $ 14 | 0 | 0 | 17,638 | |||||||
Beginning balance at Dec. 31, 2022 | 138,142 | 1,013,833 | |||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | |||||||||||||
Net loss | (5,915) | ||||||||||||
Other comprehensive loss | (299) | ||||||||||||
Stock-based compensation | 814 | ||||||||||||
Change in redemption value of Redeemable non-controlling interests | 7,720 | ||||||||||||
Paid-in-kind preferred dividend | 2,763 | ||||||||||||
Distribution of paid-in-kind preferred dividend | (2,318) | ||||||||||||
Ending balance at Mar. 31, 2023 | 140,905 | 1,013,835 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 29,477,766 | 144,399,037 | 29,477,766 | 144,399,037 | |||||||||
Beginning balance at Dec. 31, 2022 | $ (774,156) | $ 3 | $ 14 | 0 | (800,813) | $ 195 | 26,445 | $ 0 | |||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | $ (1,431) | (1,134) | (297) | ||||||||||
Other comprehensive loss | (58) | (58) | |||||||||||
Proceeds from non-redeemable non-controlling interest | 3,543 | 1,722 | 1,821 | ||||||||||
Issuance of Class A common stock on warrant exchange (in shares) | 49,633 | ||||||||||||
Issuance of Class A common stock on warrant exchange | 338 | 338 | |||||||||||
Cancellation of fractional shares on warrant exchange (in shares) | (26) | ||||||||||||
Exercise of put option forward purchase contract - Meteora (in shares) | (1,635,783) | ||||||||||||
Exercise of put option forward purchase contract - Meteora | (11,614) | $ (11,614) | |||||||||||
Forfeiture of Class A common stock (in shares) | (197,258) | ||||||||||||
Stock-based compensation | 157 | 157 | |||||||||||
Change in redemption value of Redeemable non-controlling interests | (7,720) | (2,217) | (5,503) | ||||||||||
Paid-in-kind preferred dividend | (445) | (445) | |||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 29,330,115 | 144,399,037 | |||||||||||
Ending balance at Mar. 31, 2023 | (791,386) | $ 3 | $ 14 | 0 | (807,895) | 137 | 27,969 | $ (11,614) | |||||
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | (1,635,783) | ||||||||||||
Beginning balance at Dec. 31, 2022 | 138,142 | 1,013,833 | |||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | |||||||||||||
Other comprehensive loss | (989) | ||||||||||||
Ending balance at Jun. 30, 2023 | 143,754 | 1,068,274 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 29,477,766 | 144,399,037 | 29,477,766 | 144,399,037 | |||||||||
Beginning balance at Dec. 31, 2022 | $ (774,156) | $ 3 | $ 14 | 0 | (800,813) | 195 | 26,445 | $ 0 | |||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Paid-in-kind preferred dividend | $ (903) | ||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 29,330,115 | 144,399,037 | 29,330,115 | 144,399,037 | |||||||||
Ending balance at Jun. 30, 2023 | $ (760,602) | $ 3 | $ 14 | 0 | (749,912) | 4 | 903 | $ (11,614) | |||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | (1,635,783) | (1,635,783) | |||||||||||
Beginning balance at Mar. 31, 2023 | 140,905 | 1,013,835 | |||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | |||||||||||||
Net loss | 95,851 | ||||||||||||
Other comprehensive loss | $ (690) | (690) | |||||||||||
Stock-based compensation | 1,576 | ||||||||||||
Paid-in-kind preferred dividend | 2,849 | ||||||||||||
Distribution of paid-in-kind preferred dividend | (2,391) | ||||||||||||
Ending balance at Jun. 30, 2023 | $ 143,754 | 1,068,274 | |||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 29,330,115 | 144,399,037 | |||||||||||
Beginning balance at Mar. 31, 2023 | (791,386) | $ 3 | $ 14 | 0 | (807,895) | 137 | 27,969 | $ (11,614) | |||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2023 | (1,635,783) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | 18,199 | 18,382 | (183) | ||||||||||
Other comprehensive loss | (133) | (133) | |||||||||||
Proceeds from non-redeemable non-controlling interest | 9,235 | 1,234 | 8,001 | ||||||||||
Deconsolidation of entities | [1] | (36,045) | (1,383) | (34,662) | |||||||||
Distributions to non-redeemable non-controlling interests | (222) | (222) | |||||||||||
Stock-based compensation | 301 | 301 | |||||||||||
Change in redemption value of Redeemable non-controlling interests | $ (39,907) | ||||||||||||
Change in redemption value of Redeemable non-controlling interests | 39,907 | (152) | 40,059 | ||||||||||
Paid-in-kind preferred dividend | (458) | (458) | |||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 29,330,115 | 144,399,037 | 29,330,115 | 144,399,037 | |||||||||
Ending balance at Jun. 30, 2023 | $ (760,602) | $ 3 | $ 14 | $ 0 | $ (749,912) | $ 4 | $ 903 | $ (11,614) | |||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | (1,635,783) | (1,635,783) | |||||||||||
[1]As of May 30, 2023, two of our RNG facilities, Emerald and Sapphire (defined below) were deconsolidated and accounted for under equity method as per ASC 323. Please see Note 4 Investment in Other entities and Note 12 Variable Interest Entities for additional information. |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) | May 30, 2023 deconsolidated_entity |
Number of deconsolidated entities | 2 |
RNG Fuel | |
Number of deconsolidated entities | 2 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 106,704 | $ (4,809) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Income from equity method investments | 293 | 36 |
Provision for bad debts | 492 | 0 |
Amortization of operating right-of-use assets | 303 | 382 |
Depreciation and amortization | 6,990 | 6,566 |
Amortization of deferred financing costs | 795 | 898 |
Loss on debt extinguishment | 1,895 | 0 |
Loss on warrant exchange | 338 | 0 |
Gain on deconsolidation of VIEs | (122,873) | 0 |
Accretion expense related to asset retirement obligation | 205 | 155 |
Stock-based compensation | 2,848 | 320 |
Paid-in-kind interest income | (159) | (454) |
Change in fair value of Convertible Note Payable | 1,143 | 2,110 |
Unrealized gain on derivative financial instruments | (4,906) | (18) |
Changes in operating assets and liabilities, net of effects of businesses acquired: | ||
Accounts receivable | 3,770 | 610 |
Accounts receivable, related party | 12,421 | 0 |
Fuel tax credits receivable | 931 | 1,257 |
Capital spares | 387 | (41) |
Parts inventory | (3,320) | (3,255) |
Environmental credits held for sale | (2,510) | (260) |
Prepaid expense and other current assets | 3,121 | (328) |
Contract assets | (2,742) | (7,111) |
Accounts payable | 1,257 | (4,217) |
Accounts payable, related party | 2,941 | 780 |
Fuel tax credits payable | (696) | (1,295) |
Accrued payroll | (1,850) | (3,242) |
Accrued expenses | 3,125 | 5,398 |
Operating lease liabilities - current and non-current | (270) | (382) |
Other current and non-current liabilities | (1,054) | 251 |
Contract liabilities | (1,793) | (2,626) |
Net cash provided by (used in) operating activities | 7,786 | (9,275) |
Cash flows from investing activities: | ||
Purchase of property, plant, and equipment | (72,009) | (54,461) |
Proceeds from sale of short term investments | 48,021 | 0 |
Deconsolidation of VIEs, net of cash | (11,948) | 0 |
Distributions received from equity method investment | 7,756 | 0 |
Net cash used in investing activities | (28,180) | (54,461) |
Cash flows from financing activities: | ||
Proceeds from Sunoma loan | 0 | 1,046 |
Proceeds from OPAL Term Loan | 10,000 | 15,000 |
Cash paid for purchase of shares upon exercise of put option | (16,391) | 0 |
Financing costs paid to other third parties | 0 | (3,216) |
Repayment of Senior Secured Credit Facility | (22,750) | (1,221) |
Repayment of OPAL Term Loan | (13,866) | (6,444) |
Repayment of Municipality loan | (76) | (105) |
Proceeds from sale of non-redeemable non-controlling interest | 12,778 | 16,901 |
Reimbursement of financing costs by joint venture partner | 826 | 0 |
Distribution to non-redeemable non-controlling interest | (222) | 0 |
Proceeds from sale of non-controlling interest, related party | 0 | 100,000 |
Net cash (used in) provided by financing activities | (29,701) | 121,961 |
Net (decrease) increase in cash, restricted cash, and cash equivalents | (50,095) | 58,225 |
Cash, restricted cash, and cash equivalents, beginning of period | 77,221 | 42,054 |
Cash, restricted cash, and cash equivalents, end of period | 27,126 | 100,279 |
Supplemental disclosure of cash flow information | ||
Interest paid, net of $3,785 and $0 capitalized, respectively | 1,507 | 2,860 |
Noncash investing and financing activities: | ||
Paid-in-kind dividend on redeemable preferred non-controlling interests | 5,612 | 2,435 |
Accrual for purchase of Property, plant and equipment included in Accounts payable and Accrued capital expenses | 8,864 | 20,096 |
Right-of-use assets for finance leases as of January 1, 2022 included in Property, plant and equipment, net | 0 | 801 |
Lease liabilities for finance leases as of January 1, 2022 included in Accrued expenses and other current liabilities | 0 | 316 |
Lease liabilities for finance leases as of January 1, 2022 included in Other long-term liabilities | 0 | 485 |
Fair value of contingent consideration to redeem the non-controlling interest included in Other long-term liabilities | 0 | 183 |
Accrual for deferred financing costs included in Accrued expenses and other current liabilities | $ 0 | $ 1,750 |
CONDENSED CONSOLIDATED STATEM_8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Cash Flows [Abstract] | |||
Interest capitalized | $ 1,981 | $ 3,785 | $ 0 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business OPAL Fuels Inc. (including its subsidiaries, the "Company", “OPAL,” “we,” “us” or “our”) is a renewable energy company specializing in the capture and conversion of biogas for the (i) production of RNG for use as a vehicle fuel for heavy and medium-duty trucking fleets, (ii) generation of Renewable Power for sale to utilities, (iii) generation and sale of Environmental Attributes associated with RNG and Renewable Power, and (iv) sales of RNG as pipeline quality natural gas. OPAL also designs, develops, constructs, operates and services Fueling Stations for trucking fleets across the country that use natural gas to displace diesel as their transportation fuel. The biogas conversion projects ("Biogas Conversion Projects") currently use landfill gas and dairy manure as the source of the biogas. In addition, we have recently begun implementing design, development, and construction services for hydrogen Fueling Stations, and we are pursuing opportunities to diversify our sources of biogas to other waste streams. All amounts in these footnotes are presented in thousands of dollars except per share data. COVID-19 Impact In March 2020, the World Health Organization categorized the coronavirus disease 2019 ("COVID-19") as a pandemic and the President of the United States declared the COVID-19 outbreak as a national emergency. Management considered the impact of COVID-19 on the assumptions and estimates used and determined that, because the Company was deemed to be an essential business by the U.S. government and incurred neither layoffs of personnel nor a decline in its customer base or business operations. There was no material adverse impact on the Company's statement of position and result of operations as of, and for the three and six months ended June 30, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and includes the accounts of the Company and all other entities in which the Company has a controlling financial interest: Fortistar Methane 3 LLC (“FM3”), Fortistar Methane 4 LLC, Beacon RNG LLC (“Beacon”) Sunoma Holdings, LLC (“Sunoma”), New River LLC (“New River”), Reynolds NRG LLC (“Reynolds”), Central Valley LLC (“Central Valley”), Prince William RNG LLC (“Prince William”), Cottonwood RNG LLC, Polk County RNG LLC (“Polk County”), Fortistar Contracting LLC, Fortistar RNG LLC, and OPAL Fuel station services LLC (“Fuel station services”). The Company’s condensed consolidated financial statements include the assets and liabilities of these subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The non-controlling interest attributable to the Company's variable interest entities ("VIE") are presented as a separate component from the Stockholders' deficit in the condensed consolidated balance sheets and as a non-redeemable non-controlling interests in the condensed consolidated statements of changes in redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' deficit. The accompanying condensed consolidated financial statements reflect the activities of the Company, its subsidiaries, and its equity method investments for the three and six months ended June 30, 2023 and 2022. Investments in unconsolidated entities in which the Company can influence the operating or financial decisions are accounted for under the equity method. On May 30, 2023, the Company together with a third-party environmental solutions company formed a new joint venture holding company Paragon LLC ("Paragon"). The Company owns 50% of ownership interest in Paragon. Concurrent to the formation of Paragon, the Company contributed its 50% ownership interests in Emerald and Sapphire to Paragon. Upon the execution of the above transaction, the Company reassessed its equity interests in Emerald and Sapphire under ASC 810, Consolidation and determined that the Company does not have a controlling financial interest in Paragon under ASC 810 because the governance of the joint venture is driven by a board jointly controlled by the joint venture partner and OPAL equally and there are substantive participating rights held by the joint venture partner in the significant activities of Paragon. Prior to May 30, 2023, the Company consolidated these two entities in accordance with the variable interest entity model guidance under ASC 810, Consolidation. As of June 30, 2023, the Company accounted for its ownership interests in Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road"), Emerald RNG LLC (“Emerald”), Sapphire RNG LLC (“Sapphire”), Paragon RNG LLC ("Paragon") and GREP BTB Holdings LLC ("GREP") under the equity method. As of December 31, 2022, the Company accounted for its ownership interests in Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road") and GREP BTB Holdings LLC ("GREP") under the equity method. Please see Note 3. Investment in Other Entities, for additional information. The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission ("SEC"). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, it does not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The information herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's 2022 Annual Report on Form 10-K, which was filed with SEC on March 30, 2023. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results, and cash flows for the periods presented. Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the residual value of the useful lives of our property, plant and equipment, the fair value of stock-based compensation, asset retirement obligations, the estimated losses on our trade receivables, percentage completion for revenue recognition, incremental borrowing rate for calculating the right-of-use assets and lease liabilities, the fair value of the Convertible Note Payable (as defined below), the impairment assessment of goodwill, the fair value of deconsolidated VIEs and the fair value of derivative instruments. Actual results could differ from those estimates. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year. Accounting Pronouncements adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses ("ASC 326"), with the objective of providing financial statement users information about the credit risk inherent in an entity’s financial statements as well as to explain management’s estimate of expected credit losses and the changes in the allowance for such losses. The accounting standard amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. Under the new guidance, an entity recognizes as an allowance its estimate of lifetime expected credit losses will result in more timely recognition of such losses. The Company adopted the accounting standard using the prospective transition approach as of January 1, 2023. The cumulative effect upon adoption was not material to our condensed consolidated financial statements. The adoption of ASC 326 primarily impacted our trade receivables and the Note receivable - variable fee component recorded on our condensed consolidated balance sheet as of June 30, 2023. Upon adoption of ASC 326, the Company assessed collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considered historical collectability based on past due status and made judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considered customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. The carrying value of the Note receivable - variable fee component on the condensed consolidated balance sheet as of June 30, 2023 is based on discounted expected cash flows model which are adjusted on a quarterly basis. Therefore, the Company determined that the credit risk component is included in the carrying value at each reporting period. The adoption of ASC 326 did not have any material impact on our condensed consolidated financial statements. The Company adopted ASC 842 "Leases" as of January 1, 2022 and evaluated all of its contracts and recorded right-of-use assets and corresponding lease liabilities on its consolidated balance sheet as of January 1, 2022. The Company adopted ASC 842 using the modified retrospective transition method of adoption. Under this method, the cumulative effect of applying the new lease standard is recorded with no restatement of any comparative prior periods presented. As provided by ASC 842, the Company elected to record the required cumulative effect adjustments to the opening balance sheet in the period of adoption rather than in the earliest comparative period presented. The Company retrospectively adjusted the financial statements as of and for the three and six months ended June 30, 2022 to reflect the adoption of ASC 842. Accounting Pronouncements not yet adopted In March 2023, the FASB issued Accounting Standards Update No. 2023-01, Leases (Topic 842) (the "Update"). The Update requires the entities to classify and account for a leasing arrangement between entities under common control on the same basis as an arrangement with an unrelated party. The Update also requires leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset and account for as a transfer between entities under common control through an adjustment to equity if and when the lessee no longer controls the use of the underlying asset. The amendments in this Update are effective for fiscal years beginning after December 15, 2023 including interim fiscal periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this Update on its condensed consolidated financial statements. Emerging Growth Company Status We are an emerging growth company as defined in the JOBS Act. The JOBS Act provides emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company. As part of these exemptions, we need only provide two fiscal years of audited financial statements instead of three, we have reduced disclosure obligations such as for executive compensation, and we are not required to comply with auditor attestation requirements from Section 404(b) of the Sarbanes-Oxley Act regarding our internal control over financial reporting. Additionally, the JOBS Act has allowed us the option to delay adoption of new or revised financial accounting standards until private companies are required to comply with new or revised financial accounting standards. Cash, Cash Equivalents, and Restricted Cash Cash, cash equivalents, and restricted cash consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, Current assets: Cash and cash equivalents $ 21,595 $ 40,394 Restricted cash - current (1) 228 32,402 Long-term assets: Restricted cash held as collateral (2) 5,303 4,425 Total cash, cash equivalents, and restricted cash $ 27,126 $ 77,221 (1) Restricted cash - current as of June 30, 2023 primarily relates to interest reserve on the Sunoma Loan. Restricted cash - current as of December 31, 2022 primarily consists of (i) $16,849 held in escrow to secure the Company's purchase obligations under the forward purchase agreement with Meteora (ii) $5,845 equity contribution to a joint venture in connection with the closing of OPAL Term Loan II (iii) $1,127 relates to interest reserve on the Sunoma Loan and (iv) $8,581 held in a restricted account for funding one of our RNG projects. The decrease in the Restricted cash relates to termination of the forward purchase agreement with Meteora and funds spent on construction of our RNG facilities. (2) Restricted cash held as collateral represents the collateral requirements on our debt facilities. Short term investments The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity greater than three months at the time of purchase to be short term investments. The short term investments of $16,955 and $64,976 as of June 30, 2023 and December 31, 2022, respectively, consists of cash invested in money market accounts with maturities ranging between 1 and 12 months as of the reporting date. The amounts in these money market accounts are liquid and available for general use. Our short term investments are generally invested in commercial paper issued by highly credit worthy counter parties and government backed treasury bills. Investments are generally not FDIC insured and we take counter party risk on these investments. Earnout Liabilities In connection with the business combination completed in July 2022 and pursuant to a sponsor letter agreement, ArcLight CTC Holdings II, L.P. (the "Sponsor") agreed to subject 10% of its Class A common stock (received as a result of the conversion of its ArcLight Class B ordinary shares immediately prior to the closing) to vesting and forfeiture conditions relating to VWAP targets for the Company's Class A common stock sustained over a period of 60 months following the closing. OPAL Fuels equity holders are eligible to receive an aggregate of 10,000,000 shares of Class B and Class D common stock upon the Company achieving each earn-out event during the earn-out period. The earnout awards (the "Earnout Awards") were recognized at fair value on the closing date and classified as a liability which is remeasured at each balance sheet date and any change in fair value is recognized in the Company's condensed consolidated statement of operations as part of change in fair value of derivative instruments, net. For the three and six months ended June 30, 2023, the Company recorded a gain of $327 and $4,638 in its condensed consolidated statement of operations. As of June 30, 2023 and December 31, 2022, the Company recorded $4,153 and $8,790, respectively, on its condensed consolidated balance sheets. Put option on forward purchase agreement Prior to the closing of Business Combination, the Company entered into a forward purchase agreement with Meteora Capital Partners ("Meteora") pursuant to which Meteora agreed to purchase 2,000,000 shares of Class A common stock from shareholders who had previously tendered such shares for redemption but agreed to reverse their redemption and sell such shares to Meteora at the redemption price. The Company placed $20,040 in escrow at the closing of the Business Combination to secure its purchase obligation to repurchase these 2,000,000 shares at Meteora’s option for a price of $10.02 per share on the date that is six months after closing of the Business Combination. The put option written to Meteora on 2,000,000 shares of Class A common stock is recorded as a liability under Topic 480 Distinguishing Liabilities from Equity with the change in the fair market value recognized in the statement of operations as part of change in fair value of derivative instruments, net. On January 23, 2023, pursuant to the terms of the forward purchase agreement, Meteora exercised its option to sell back 1,635,783 shares to the Company. $16,391 of the funds held in escrow which were previously recorded as part of Restricted Cash - current on its consolidated balance sheet as of December 31, 2022 were released to Meteora excluding interest accrued. In connection with the above, the Sponsor forfeited 197,258 shares of Class A common stock on January 26, 2023 pursuant to the terms of certain letter agreement dated July 21, 2022. The Company treated the repurchased shares as treasury shares and recorded $11,614 representing the fair value of those shares at the closing share price of $7.01 as an adjustment to Stockholders' deficit. Additionally, the Company recorded $4,777 as an offset to the Derivative financial liability - current in its condensed consolidated balance sheet as of June 30, 2023. Redeemable non-controlling interests Redeemable non-controlling interests represent the portion of OPAL Fuels that the Company controls and consolidates but does not own. The Redeemable non-controlling interest was created as a result of the Business Combination and represents 144,399,037 Class D Units issued by OPAL Fuels to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the condensed consolidated statement of operations. At each balance sheet date, the mezzanine equity classified Redeemable non-controlling interests is adjusted up to their maximum redemption value if necessary, with an offset in Stockholders' equity. As of June 30, 2023, the maximum redemption value is $1,068,274. Net income per share The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period. The Company's diluted earnings per share includes effects of the Company's outstanding equity awards under the 2022 Plan (as defined elsewhere in these financial statements), Redeemable non-controlling interests (OPAL Fuels Class B units), redeemable preferred non-controlling interests, Sponsor Earnout Awards and OPAL Earnout Awards. Accounts Receivable, Net The Company's allowance for doubtful accounts was $0 and $0 at June 30, 2023 and December 31, 2022. Asset Retirement Obligation The Company accounts for asset retirement obligations in accordance with FASB ASC 410, Asset Retirement and Environmental Obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The fair value of the estimated asset retirement obligations is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The discounted asset retirement costs capitalized amounts are accreted over the life of the sublease or site lease agreement. Asset retirement obligations are deemed Level 3 fair value measurements as the inputs used to measure the fair value are unobservable. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions. As of June 30, 2023 and December 31, 2022, the Company estimated the value of its total asset retirement obligations to be $6,461 and $6,256, respectively. The changes in the asset retirement obligations were as follows as of June 30, 2023: June 30, Balance, December 31, 2022 - Current and non-current $ 6,256 Accretion expense 205 Total asset retirement obligation 6,461 Less: current portion (1,296) Total asset retirement obligation, net of current portion $ 5,165 Revenue Recognition The Company’s revenue arrangements generally consist of a single performance obligation to transfer goods or services. Revenue from the sale of RNG, CNG and, electricity is recognized by applying the “right to invoice” practical expedient within the accounting guidance for Revenue from Contracts with Customers that allows for the recognition of revenue from performance obligations in the amount of consideration to which there is a right to invoice the customer and when the amount for which there is a right to invoice corresponds directly to the value transferred to the customer. For some public CNG Fueling Stations where there is no contract with the customer, the Company recognizes revenue at the point in time that the customer takes control of the fuel. The Company also performs maintenance services throughout the country. Maintenance consists of monitoring equipment and replacing parts as necessary to ensure optimum performance. Revenue from service agreements is recognized over time as services are provided. Capacity payments fluctuate based on peak times of the year and revenues from capacity payments are recognized monthly as earned. The Company has agreements with two natural gas producers ("Producers") to transport Producers' natural gas using the Company's RNG gathering system. The performance obligation is the delivery of Producers' natural gas to an agreed delivery point on an interstate gas pipeline. The quantity of natural gas transported for the Producers is measured at a certain specified meter. The price is fixed at contracted rates and the Producers pay approximately 30 days after month-end. As such, transportation sales are recognized over time, using the output method to measure progress. The Company provides credit monetization services to customers that own renewable gas generation facilities. The Company recognizes revenue from these services as the credits are minted on behalf of the customer. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as a current asset based on their estimated fair value at contract inception. When the Company receives RINs or LCFSs as payment for providing credit monetization services, it records the non-cash consideration in environmental credits held for sale within the condensed consolidated balance sheet based on the fair value of RINs or LCFSs at contract commencement. On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra for the Environmental Attributes generated by the RNG Fuels business. Under this agreement, the Company plans to sell a minimum of 90% of the Environmental Attributes generated and will receive net proceeds based on the agreed upon price less a specified discount. A specified volume of Environmental Attributes sold per quarter will incur a fee per Environmental Attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the three months ended June 30, 2023 and 2022, the Company earned net revenues after discount and fees of $11,852 and $16,792, respectively under this contract which was recorded as part of Revenues - RNG fuel and Fuel Station Services. For the six months ended June 30, 2023 and 2022, the Company earned net revenues after discount and fees of $18,060 and $29,688, respectively. Sales of Environmental Attributes such as RINs, RECs, and LCFS are generally recorded as revenue when the certificates related to them are delivered to a buyer. However, the Company may recognize revenue from the sale of such Environmental Attributes at the time of the related RNG or renewable power sales when the contract provides that title to the Environmental Attributes transfers at the time of production, the Company's price to the buyer is fixed, and collection of the sales proceeds occurs within 60 days after generation of the renewable power. Management operating fees are earned for the operation, maintenance, and repair of the gas collection system of a landfill site. Revenue is calculated on the volume of per million British thermal units of LFG collected and the megawatt hours ("MWhs") produced at that site. This revenue is recognized when LFG is collected and renewable power is delivered. The Company has various fixed price contracts for the construction of Fueling Stations for customers. Revenues from these contracts, including change orders, are recognized over time, with progress measured by the percentage of costs incurred to date compared to estimated total costs for each contract. This method is used as management considers costs incurred to be the best available measure of progress on these contracts. Costs capitalized to fulfill certain contracts were not material in any of the periods presented. The Company owns Fueling Stations for use by customers under fuel sale agreements. The Company bills these customers at an agreed upon price for each gallon sold and recognizes revenue based on the amounts invoiced in accordance with the "right to invoice" practical expedient. For some public stations where there is no contract with the customer, the Company recognizes revenue at the point-in-time that the customer takes control of the fuel. The Company from time-to-time enters into fuel purchase agreements with customers whereby the Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. In accordance with the standards of ASC 840, Leases , the Company has concluded these agreements meet the criteria for a lease and are classified as operating leases. Typically, these agreements do not require any minimum consumption amounts and, therefore, no minimum payments. Upon adoption of ASC 842, the Company adopted the practical expedient not to reassess the classification. For additional information on lease revenues earned, please see Note 8. Leases. Disaggregation of Revenue The following table shows the disaggregation of revenue according to product line: Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Renewable power sales $ 8,392 $ 10,057 $ 17,996 $ 17,539 Third party construction 15,093 12,946 22,247 22,816 Service 4,000 4,038 8,904 8,430 Brown gas sales 7,821 6,452 15,351 10,968 Environmental credits 17,691 18,217 30,368 38,795 Parts sales 1,149 491 1,336 977 Operating agreements — 308 — 893 Other — 166 — 166 Total revenue from contracts with customers 54,146 52,675 96,202 100,584 Lease revenue 896 542 1,797 1,680 Total revenue $ 55,042 $ 53,217 $ 97,999 $ 102,264 For the three months ended June 30, 2023 and 2022, 27.4% and 24.3%, respectively of revenue was recognized over time, and the remainder was for products and services transferred at a point in time. For the six months ended June 30, 2023 and 2022, 22.7% and 22.3%, respectively of revenue was recognized over time, and the remainder was for products and services transferred at a point in time. Other income The following table shows the items consisting of items recorded as Other income: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Loss on warrant exchange $ — $ — $ (338) $ — Gain on deconsolidation of VIEs (1) 122,873 — 122,873 — Gain on transfer of non-financial asset in exchange for services received (2) 236 — 506 — Other income $ 123,109 $ — $ 123,041 $ — (1) Represents non-cash gain on deconsolidation of Emerald and Sapphire on May 30, 2023. (2) Represents the fair value of RINs transferred as consideration for services received. Contract Balances The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers: June 30, December 31, Accounts receivable, net $ 26,821 $ 31,083 Contract assets: Cost and estimated earnings in excess of billings $ 9,449 $ 7,027 Accounts receivable retainage, net 3,064 2,744 Contract assets total $ 12,513 $ 9,771 Contract liabilities: Billings in excess of costs and estimated earnings $ 6,220 $ 8,013 Contract liabilities total $ 6,220 $ 8,013 During the six months ended June 30, 2023, the Company recognized revenue of $8,013 that was included in "Contract liabilities" at December 31, 2022. During the six months ended June 30, 2022, the Company recognized revenue of $9,785 that was included in "Contract liabilities" at December 31, 2021. Backlog The Company's remaining performance obligations ("backlog") represent the unrecognized revenue value of its contract commitments. The Company's backlog may significantly vary each reporting period based on the timing of major new contract commitments. At June 30, 2023, the Company had a backlog of $43,063 which is anticipated to be recognized as revenue in the next 12 months. Income Taxes As a result of the Business Combination, the Company is the sole managing member of OPAL Fuels. OPAL Fuels is a limited liability company that is treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income taxes. Any taxable income or loss generated by OPAL Fuels is passed through to and included in the taxable income or loss of its members, including the Company, on a pro-rata basis, subject to applicable tax regulations. The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s condensed consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company calculates the interim tax provision in accordance with the provisions of ASC Subtopic 740-270, Income Taxes; Interim Reporting. For interim periods, the Company estimates the annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. Significant Customers, Vendors and Concentration of Credit Risk For the three and six months ended June 30, 2023, three customers accounted for 47% and 46% of the revenue. For the three and six months ended June 30, 2022, two customers accounted for 48.4% and 45% of the revenue. At June 30, 2023, two customers accounted for 24% of accounts receivable. At December 31, 2022, two customers accounted for 44% of accounts receivable. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and trade receivables. The Company places its cash with high credit quality financial institutions located in the United States of America. The Company performs ongoing credit evaluations of its customers. As of June 30, 2023 , |
Investments in Other Entities
Investments in Other Entities | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Other Entities | Investment in Other Entities The Company uses the equity method to account for investments in affiliates that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company's investments in these nonconsolidated affiliates are reflected in the Company's condensed consolidated balance sheets under the equity method, and the Company's proportionate net (loss) income, if any, is included in the Company's condensed consolidated statements of operations as (loss) income from equity method investments. Deconsolidation of Emerald and Sapphire On May 30, 2023, the Company together with a third-party environmental solutions company formed a new joint venture holding company Paragon LLC ("Paragon"). The Company owns 50% of the ownership interest in Paragon. Concurrent to the formation of Paragon, the Company contributed its 50% ownership interests in Emerald and Sapphire to Paragon. On May 30, 2023, OPAL Fuels Intermediate Holdco 2 LLC (“OPAL Intermediate Holdco 2”), a wholly-owned indirect subsidiary of the Company, assigned to Paragon its rights and obligations under its existing senior secured credit facility, OPAL Term Loan II. Upon the execution of the above two transactions, the Company reassessed its equity interests in Emerald and Sapphire under ASC 810, Consolidation and determined that the Company does not have a controlling financial interest in Paragon under ASC 810 because the governance of the joint venture is driven by a board jointly controlled by the joint venture partner and OPAL equally and there are substantive participating rights held by the joint venture partner in the significant activities of Paragon. Based on the above analysis, the Company determined that it should account for its ownership interests in Paragon under the equity method of accounting pursuant to ASC 323, Investments Equity Method and Joint Ventures , prospectively, as the Company has the ability to exercise significant influence, but not control over the joint venture company. Prior to May 30, 2023, the Company consolidated these two entities in accordance with the variable interest entity model guidance under ASC 810, Consolidation. Additionally, the Company deconsolidated $2,765 capitalized interest on these two projects. Upon deconsolidation, the Company remeasured the fair value of the retained investment and recognized a gain of $122,873 in the condensed consolidated statement of operations for the three and six months ended June 30, 2023 and a corresponding increase in its basis in Investment in Other Entities on its condensed consolidated balance sheet as of June 30, 2023. The Company determined that the gain on deconsolidation is attributable to the construction in progress and therefore will be amortized over the useful life of the asset beginning the date the asset is placed in service. The fair value of the retained investment was measured based on a discounted cash flows model in which the future net cash flows from the two RNG facilities were discounted to their present value using a discount factor of 14%. The following table shows the change in Investment in Other Entities: Pine Bend Paragon Noble Road GREP Total Percentage of ownership 50 % 50 % 50 % 20 % Balance at December 31, 2022 $ 22,518 $ — $ 25,165 $ 4,082 $ 51,765 Deconsolidation of Emerald and Sapphire — 34,662 — — 34,662 Deconsolidation of deferred financing costs and capitalized interest — 1,383 — — 1,383 Net income from equity method investment (1) 318 (197) 1,080 (436) 765 Reclassification of adjustments into earnings — — — (334) (334) Distributions from return of investment in equity method investment (1,000) (3,585) (2,650) (521) (7,756) Accumulated other comprehensive income — 109 — — 109 Gain on deconsolidation of Emerald and Sapphire (2) — 122,873 — — 122,873 Amortization of basis difference (1) (171) — (887) — (1,058) Balance at June 30, 2023 $ 21,665 $ 155,245 $ 22,708 $ 2,791 $ 202,409 ( 1) Reflected in Income from equity method investments in the condensed consolidated statement of operations for the three and six months ended June 30, 2023 and 2022. (2) Recorded as part of Other income in our condensed consolidated statement of operations for the three and six months ended June 30, 2023. Note receivable In August 2021, the Company acquired 100% ownership interest in Reynolds which held a note receivable of $10,450 to Biotown. The Note receivable had a maturity date of July 15, 2027 and carried an interest rate of 12.5% of which 8% is payable in cash on a quarterly basis from the inception of the loan and 4.5% payment-in-kind interest adding to the outstanding debt balance until the facility becomes operational. On July 15, 2022, Biotown repaid the total amount outstanding under the Note receivable including paid-in-kind interest and prepayment penalty. The Note receivable also entitles Reynolds to receive 4.25% of any revenue-based distributions made up to a maximum of $4,500 over the term of the debt. The Company recorded the fair value of the Note receivable — variable fee component of $1,538 as an allocation of the initial investment balance of $10,450 and recorded payment-in-kind interest income of $81 and $159 as a reduction to interest and financing expense, net in the condensed consolidated statement of operations for the three and six months ended June 30, 2023, respectively. The Company recorded $524 and $746 as a reduction to interest and financing expense, net in its condensed consolidated statement of operations for the three and six months ended June 30, 2022. The Note receivable - variable fee component of $2,101 and $1,942 is recorded as a long-term asset on its condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022, respectively. The following table summarizes the net income from equity method investments: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue $ 6,925 $ 4,793 $ 14,464 $ 5,089 Gross profit 8,225 2,603 9,876 1,612 Net loss (2,686) (564) (2,899) (1,741) Net (loss) income from equity method investments $ (998) $ 621 $ (293) $ (36) |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment, Net | Property, Plant, and Equipment, Net Property, plant, and equipment, net, consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, Plant and equipment $ 204,215 $ 201,655 CNG/RNG fueling stations 44,057 34,567 Construction in progress (1) 134,719 152,105 Buildings 2,585 2,585 Land 1,303 1,303 Service equipment 2,132 1,888 Leasehold improvements 815 815 Vehicles 255 313 Office furniture and equipment 307 307 Computer software 277 277 Vehicles - finance leases 1,287 1,236 Other 524 487 392,476 397,538 Less: accumulated depreciation (104,049) (100,215) Property, plant, and equipment, net $ 288,427 $ 297,323 (1) Includes $4,101 and $3,081 of capitalized interest on our OPAL Term Loan facility as of June 30, 2023 and December 31, 2022. As of June 30, 2023, the construction in progress balance consists of our investment in the construction of RNG generation facilities including, but not limited to Prince William, Central Valley RNG projects and RNG dispensing facilities. The majority of these facilities, for which costs are in construction in progress as of June 30, 2023, are expected to be operational during the fourth quarter of 2023 and early 2024. As of December 31, 2022, the construction in progress balance consists of our investment in the construction of RNG generation facilities such as Emerald, Sapphire, Prince William, Central Valley and other RNG dispensing facilities. The decrease in the balance represents deconsolidation of Emerald and Sapphire during the second quarter of 2023. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net, consisted of the following at June 30, 2023 and December 31, 2022: June 30, 2023 Cost Accumulated Intangible Weighted Power purchase agreements $ 8,999 $ (7,762) $ 1,237 18.1 Transmission/distribution interconnection 1,600 (995) 605 15.1 Intellectual property 43 (31) 12 5.0 Total intangible assets $ 10,642 $ (8,788) $ 1,854 December 31, 2022 Cost Accumulated 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 Amortization expense for the three and six months ended June 30, 2023 was $153 and $313, respectively. Amortization expense for the three and six months ended June 30, 2022 was $282 and $398, respectively. At June 30, 2023, estimated future amortization expense for intangible assets is as follows: Six months ended December 31, 2023 $ 235 Fiscal year: 2024 267 2025 267 2026 239 2027 238 Thereafter 608 $ 1,854 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022 $ 51,155 $ 3,453 $ 54,608 Balance at June 30, 2023 $ 51,155 $ 3,453 $ 54,608 |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Borrowings | BorrowingsThe following table summarizes the borrowings under the various debt facilities as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Senior Secured Credit Facility, term loan $ — $ 15,250 Less: unamortized debt issuance costs — — Less: current portion — (15,250) Senior Secured Credit Facility, term loan, net of debt issuance costs — — Senior Secured Credit Facility, working capital facility — 7,500 Less: current portion — (7,500) Senior Secured Credit Facility, working capital facility — — OPAL Term Loan 92,224 96,090 Less: unamortized debt issuance costs (1,282) (1,758) Less: current portion (27,732) (27,732) OPAL Term Loan, net of debt issuance costs 63,210 66,600 Sunoma Loan 23,000 23,000 Less: unamortized debt issuance costs (883) (908) Less: current portion (1,169) (380) Sunoma Loan, net of debt issuance costs 20,948 21,712 Convertible Note Payable 29,671 28,528 Less: current portion (29,671) (28,528) Convertible Note Payable — — Municipality Loan — 76 Less: current portion — (76) Municipality Loan — — Non-current borrowings total $ 84,158 $ 88,312 As of June 30, 2023, principal maturities of debt are expected as follows, excluding any subsequent refinancing transactions and any undrawn debt facilities as of the date of the condensed consolidated balance sheets: OPAL Term Loan Sunoma Loan Convertible Note Payable (1) Total Six months ending December 31, 2023 $ 13,866 $ 380 $ 29,671 $ 43,917 Fiscal year: 2024 27,732 1,608 — 29,340 2025 50,626 1,743 — 52,369 2026 — 1,883 — 1,883 2027 — 17,386 — 17,386 $ 92,224 $ 23,000 $ 29,671 $ 144,895 (1) The Convertible Note Payable is redeemable on demand at the option of the Company or the lender. Senior Secured Credit Facility On September 21, 2015, FM3, an indirect wholly-owned subsidiary of the Company, entered into a senior secured credit facility (the "Senior Secured Credit Facility") as a borrower and a syndicate of lenders, which provided for an aggregate principal amount of $150,000, consisting of (i) a term loan of $125,000, (ii) a working capital letter of credit facility of up to $19,000 and (iii) a debt service reserve and liquidity facility of up to $6,000. The Company paid $14,300 to the lenders in connection with the transaction. The borrowings under the Senior Secured Credit Facility bear an interest rate of a fixed margin plus the secured overnight financing rate ("SOFR") for the relevant interest period. The fixed margin is 2.75% for the first four years, then 3.0% until October 8, 2021, and 3.25% thereafter. On December 19, 2022, FM3 entered into an Omnibus and Consent Agreement (the “FM3 Amendment”). The FM3 Amendment amended the credit agreement, among other things, to (a) extend the maturity date of the obligations thereunder from December 20, 2022 to March 20, 2023, (b) permit OPAL Fuels to purchase the rights and obligations of certain exiting lenders at par, (c) prepay a portion of the outstanding loans made by the remaining lenders and (d) permit the release of certain project company subsidiaries of FM3 from the collateral securing the obligations under the credit agreement. Upon consummation of the FM3 Amendment, the Company repaid $54,929 of the outstanding term loan. On March 20, 2023, the Company repaid in full the remaining outstanding loan under this facility. Patronage dividends The Company is eligible to receive annual patronage dividends from one of its lenders, Cobank ACB under a profit sharing program made available to the borrowers. For the three and six months ended June 30, 2023 and 2022, the Company received cash dividends of $126 and $126, respectively, which were recorded as credits to interest expense in its condensed consolidated statements of operations. Additionally, the Company recorded $489 as a long-term asset on its condensed consolidated balance sheets at June 30, 2023 and December 31, 2022, which represents the Company's equity interest in Cobank SCB which will be redeemed for cash beginning in 2024. OPAL Term Loan On October 22, 2021, OPAL Fuels Intermediate Holding Company LLC (“OPAL Intermediate Holdco”), an indirect wholly-owned subsidiary of the Company, entered into a $125,000 term loan agreement (the "OPAL Term Loan") with a syndicate of lenders. Of the $125,000, the Company had $90,000 available for borrowing upon closing and the remaining $35,000 was made available as three more RNG facilities become operational. The OPAL Term Loan is secured by a pledge in the equity interest of Beacon Holdco LLC, OPAL Environmental Credit Marketing LLC, OPAL Fuel Station Services LLC (f/k/a Trustar Energy LLC), New River, OPAL Fuels Services LLC and the Company's share of ownership interests in Pine Bend and Noble Road along with cash bank accounts and a security interest in the Company’s environmental credits. The proceeds of the OPAL Term Loan were used for general corporate purposes, including investments in RNG projects being developed by the Company. As of June 30, 2023 and December 31, 2022, the outstanding loan balance (current and non-current) excluding deferred financing costs was $92,224 and $96,090, respectively. During the first quarter of 2023, the Company borrowed the remaining $10,000 under the debt facility. The OPAL Term Loan matures April 22, 2025 and bears interest at 3.0% plus SOFR. In accordance with the terms of the facility, OPAL Intermediate Holdco is required to repay 1.79% or $1,611 per month beginning March 2022 and an additional $700 per month beginning September 2022. The OPAL Term Loan contains customary warranties and representations and certain financial covenants which require OPAL Intermediate Holdco to maintain (i) minimum liquidity of $15,000 until March 31, 2022 and $10,000 thereafter and (ii) a leverage ratio not to exceed 4:1. As of June 30, 2023, the Company is in compliance with the financial covenants under the OPAL Term Loan. Additionally, the OPAL Term Loan contains restrictions on distributions and additional indebtedness. Sunoma Loan On August 27, 2020, Sunoma, an indirect wholly-owned subsidiary of the Company entered into a debt agreement (the "Sunoma Loan Agreement") with Live Oak Banking Company for an aggregate principal amount of $20,000. Sunoma paid $635 as financing fees. The loan bears interest at the greater of prime rate plus 3.50%, or 7.75%. The amounts outstanding under the Sunoma Loan are secured by the assets of Sunoma. The Sunoma Loan Agreement contains certain financial covenants which require Sunoma to maintain (i) maximum debt to net worth ratio not to exceed 5:1 (ii) a minimum current ratio not less than 1.0 and (iii) minimum debt service coverage ratio of trailing four quarters not less than 1.25. On July 19, 2022, Sunoma completed the conversion of the construction loan into a permanent loan and increased the commitment from $20,000 to $23,000. The borrowings under the Sunoma Loan Agreement bear interest at a rate of 7.68% and have a maturity date of July 19, 2033. The Company is required to pay a quarterly amortization of principal of $380 beginning in October 2023. The Company paid $2,798 into interest and debt reserve accounts. This cash is recorded as Restricted cash - current and non-current under long term assets in the condensed consolidated balance Sheet as of June 30, 2023. The significant assets of Sunoma are parenthesized in the condensed consolidated balance sheets as June 30, 2023 and December 31, 2022. See Note 12. Variable Interest Entities for additional information. Convertible Note Payable On May 1, 2021, the Company acquired the remaining ownership interests in Beacon and signed an unsecured, contingently convertible note (the "Convertible Note Payable") with Ares for a total aggregate amount for $50,000 at an interest rate of 8.00% per annum. The Company has the option to pay interest on the Convertible Note in cash on a quarterly basis or payment-in-kind. The Company chose the option of payment-in-kind interest. The Convertible Note Payable matures on the earlier of December 31, 2026 or the date on which a change in control occurs as defined in the terms of the Convertible Note. Upon the consummation of the Business Combination, Ares was permitted to choose to convert the total amount outstanding under the Convertible Note to shares of Class A common stock based on a pre-determined conversion formula. Upon completion of the Business Combination in July 2022, Ares elected to convert 50% of the outstanding amount under the Convertible Note to shares of Class A common stock. Therefore the Company issued 3,059,533 shares of Class A common stock and redeemed outstanding debt of $30,595. The Company elected to account for the Convertible Note Payable using the fair value option in accordance with ASC 820, Fair Value Measurement. The fair value was subsequently remeasured on each reporting date and the change in fair value recorded as interest expense in the condensed consolidated statement of operations for each reporting period. At June 30, 2023 and December 31, 2022, the Convertible Note was classified as a current liability in the condensed consolidated balance sheets at a fair value of $29,671 and $28,528, respectively, as it is redeemable on demand by the Company or Ares. The Company recorded $580 and $1,143 for the three and six months ended June 30, 2023, respectively. The Company recorded $1,090 and $2,110 as change in fair value of Convertible Note Payable for the three months ended June 30, 2022, respectively as interest and financing expense, net. Municipality Loan FM3, an indirect wholly-owned subsidiary of the Company, entered into a loan agreement for the construction of an interconnection that was initially funded by the municipality. The Company made payments to a municipality in the amount of $1,600 plus interest at a fixed annual rate of 3.00% through April 1, 2023. The loan was fully repaid in April 2023. OPAL Term Loan II On August 4, 2022, OPAL Intermediate Holdco 2 entered into a new Senior Secured Credit Facility (the "OPAL Term Loan II") with a syndicate of lenders. The indebtedness is guaranteed by certain of the direct and indirect subsidiaries of OPAL Intermediate Holdco 2. The OPAL Term Loan II provides for an approximately two year delayed term loan facility (the "DDTL Facility") of up to a maximum aggregate principal amount of $100,000 and debt service reserve facility (the "DSR Facility") of up to a maximum aggregate principal amount of $5,000. The proceeds of the DDTL Facility are to be used to fund a portion of the construction of the RNG projects owned, either in full or through a joint venture with a third party, by the subsidiary guarantors and the proceeds of the DSR Facility are to be used solely to satisfy the balance to be maintained in the debt service reserve account. In connection with the transaction, the Company paid $2,200 as financing fees to the lenders and incurred $1,376 as third party fees. On May 30, 2023, OPAL Intermediate Holdco 2 assigned to Paragon its rights and obligations under OPAL Term Loan II. The joint venture partner of Paragon reimbursed the Company $826 as its portion of the transaction costs incurred. The Company expensed the remaining deferred financing costs of $1,895 as loss on debt extinguishment in its condensed consolidated statement of operations for the three and six months ended June 30, 2023. There were no amounts outstanding under the OPAL Term Loan II as of the date of the transaction. Interest rates 2023 For the three and six months ended June 30, 2023, the weighted average effective interest rate including amortization of debt issuance costs on the Senior Secured Credit Facility was 5.6% including a margin plus SOFR. The debt was repaid in full in March 2023. For the three and six months ended June 30, 2023, the weighted average effective interest rate including amortization of debt issuance costs on OPAL Term Loan was 9.2% and 8.8%. For the three and six months ended June 30, 2023, the interest rate on the Sunoma Loan was 8.00%. For the three and six months ended June 30, 2023, the payment-in-kind interest rate on Convertible Note Payable was 8.00%. For the three and six months ended June 30, 2023, the weighted average interest rate on Municipality loan was 3.00%. The loan was fully repaid in April 2023. 2022 For the three and six months ended June 30, 2022, the weighted average effective interest rate on the Senior Secured Credit Facility including amortization of debt issuance costs on Senior Secured Credit Facility was 4.25% including a margin plus LIBOR. For the three and six months ended June 30, 2022, the weighted average effective interest rate on OPAL Term Loan including amortization of debt issuance costs was 4.93%. For three and six months ended June 30, 2022, the interest rate on the Sunoma loan was 7.75%. For the three and six months ended June 30, 2022, the payment-in-kind interest rate on Convertible Note Payable was 8.0%. The following table summarizes the Company's total interest expense for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Senior Secured Credit Facility $ — $ 862 $ 282 $ 1,442 Convertible Note Payable mark-to-market 580 1,090 1,143 2,110 Sunoma Loan 450 401 894 911 OPAL Term Loan (1) — 887 19 1,743 Commitment fees and other finance fees 184 103 312 204 Amortization of deferred financing cost 345 460 795 898 Interest expense on finance leases 21 7 37 13 Interest income (624) (445) (1,885) (899) Total interest expense $ 956 $ 3,365 $ 1,597 $ 6,422 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | LeasesThe following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the Adoption Date. Included in Fuel Station Service revenues are $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively. It includes $526 and $1,050 related to the lease portion of the FPAs for the three and six months ended June 30, 2022, respectively. Included in Renewable Power revenues are $264 and $595 related to the lease element of the PPAs for the three and six months ended June 30, 2023, respectively. Includes $16 and $630 related to the lease element of the PPAs for the three and six ended June 30, 2022, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MS Digester ("MS") and VS Digester ("VS"). – the lease at Beacon facility is for 20 years at a monthly rent of $11. – the lease term for MD and VS is for a period of 20 years from their commercial operation date at a quarterly rent of $125. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The rent for the lease is $26 per month with a built in escalation to $27 from February 1, 2022 to February 1, 2023, $43 from February 1, 2023 - February 1, 2024, $45 from February 1 2024 - February 1, 2025 and $46 for the remaining lease term. The Company accounted for the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of March 31, 2022. The Company currently shares office space with Fortistar and reimburses Fortistar on a monthly basis at a predetermined rate. The Company determined that this is not a lease under ASC 842 as there is no identifiable asset and the Company does not have the right to control the use of the office space. The Company determined that the three site leases and the one office lease are operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use the underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its condensed consolidated statement of operations for the three and six months ended June 30, 2023 and 2022. The lease expense for the office lease is recorded as part of Selling, general and administrative expenses in its condensed consolidated statement of operations for the three and months ended June 30, 2023 and 2022. Vehicle leases The Company leases approximately 65 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its condensed statement of operations for the three and six months ended June 30, 2023 and 2022. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. Right-of-use assets and Lease liabilities as of June 30, 2023 and December 31, 2022 are as follows: Description Location in Balance Sheet June 30, 2023 December 31, 2022 Assets: Operating leases (1) : Site leases Right-of-use assets $ 10,251 $ 10,338 Office lease Right-of-use assets 1,190 1,406 11,441 11,744 Finance leases (1) : Vehicle leases Property, plant and equipment, net 1,287 1,236 12,728 12,980 Liabilities (1) : Sites leases Lease liabilities - current portion 192 181 Office lease Lease liabilities - current portion 489 449 Vehicle leases Accrued expenses and other current liabilities 455 449 1,136 1,079 Sites leases Lease liabilities - non-current portion 10,065 10,135 Office lease Lease liabilities - non-current portion 859 1,110 Vehicle leases Other long-term liabilities 856 825 $ 11,780 $ 12,070 (1) The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 2.30% to 5.40%. The table below presents components of the Company's lease expense for the three and six months ended June 30, 2023 and 2022: Description Location in Statement of Operations Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease expense for site leases Cost of sales - RNG Fuel $ 263 $ 261 $ 526 $ 524 Operating lease expense for office lease Selling, general, administrative expenses 121 121 242 242 Amortization of right-of-use assets - finance leases Depreciation, amortization and accretion expense 141 81 281 164 Interest expense on lease liabilities - finance leases Interest and financing expense, net 21 7 37 13 $ 546 $ 470 $ 1,086 $ 943 The Company does not have material short term lease expense for the three and six months ended June 30, 2023 and 2022. The Company did not enter into any operating leases greater than 12 months for the three months ended June 30, 2023. Weighted average remaining lease term (years) June 30, 2023 Operating leases 18.4 years Financing leases 2.9 years Weighted average discount rate Operating leases 7.95 % Financing leases 6.17 % The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of June 30, 2023: Site leases Office leases Vehicle leases Total Discount rate upon adoption 5.4 % 2.3 % 7.6 % 2023 $ 522 $ 261 $ 519 $ 1,302 2024 1,044 540 514 2,098 2025 1,044 562 408 2,014 2026 1,044 47 252 1,343 2027 and beyond 17,913 — 23 17,936 21,567 1,410 1,716 24,693 Present value of lease liability 10,257 1,348 1,311 12,916 Lease liabilities - current portion 192 489 455 1,136 Lease liabilities - non-current portion 10,065 859 856 11,780 Total lease liabilities $ 10,257 $ 1,348 $ 1,311 $ 12,916 Discount based on incremental borrowing rate $ 11,310 $ 62 $ 405 $ 11,777 |
Leases | LeasesThe following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the Adoption Date. Included in Fuel Station Service revenues are $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively. It includes $526 and $1,050 related to the lease portion of the FPAs for the three and six months ended June 30, 2022, respectively. Included in Renewable Power revenues are $264 and $595 related to the lease element of the PPAs for the three and six months ended June 30, 2023, respectively. Includes $16 and $630 related to the lease element of the PPAs for the three and six ended June 30, 2022, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MS Digester ("MS") and VS Digester ("VS"). – the lease at Beacon facility is for 20 years at a monthly rent of $11. – the lease term for MD and VS is for a period of 20 years from their commercial operation date at a quarterly rent of $125. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The rent for the lease is $26 per month with a built in escalation to $27 from February 1, 2022 to February 1, 2023, $43 from February 1, 2023 - February 1, 2024, $45 from February 1 2024 - February 1, 2025 and $46 for the remaining lease term. The Company accounted for the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of March 31, 2022. The Company currently shares office space with Fortistar and reimburses Fortistar on a monthly basis at a predetermined rate. The Company determined that this is not a lease under ASC 842 as there is no identifiable asset and the Company does not have the right to control the use of the office space. The Company determined that the three site leases and the one office lease are operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use the underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its condensed consolidated statement of operations for the three and six months ended June 30, 2023 and 2022. The lease expense for the office lease is recorded as part of Selling, general and administrative expenses in its condensed consolidated statement of operations for the three and months ended June 30, 2023 and 2022. Vehicle leases The Company leases approximately 65 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its condensed statement of operations for the three and six months ended June 30, 2023 and 2022. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. Right-of-use assets and Lease liabilities as of June 30, 2023 and December 31, 2022 are as follows: Description Location in Balance Sheet June 30, 2023 December 31, 2022 Assets: Operating leases (1) : Site leases Right-of-use assets $ 10,251 $ 10,338 Office lease Right-of-use assets 1,190 1,406 11,441 11,744 Finance leases (1) : Vehicle leases Property, plant and equipment, net 1,287 1,236 12,728 12,980 Liabilities (1) : Sites leases Lease liabilities - current portion 192 181 Office lease Lease liabilities - current portion 489 449 Vehicle leases Accrued expenses and other current liabilities 455 449 1,136 1,079 Sites leases Lease liabilities - non-current portion 10,065 10,135 Office lease Lease liabilities - non-current portion 859 1,110 Vehicle leases Other long-term liabilities 856 825 $ 11,780 $ 12,070 (1) The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 2.30% to 5.40%. The table below presents components of the Company's lease expense for the three and six months ended June 30, 2023 and 2022: Description Location in Statement of Operations Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease expense for site leases Cost of sales - RNG Fuel $ 263 $ 261 $ 526 $ 524 Operating lease expense for office lease Selling, general, administrative expenses 121 121 242 242 Amortization of right-of-use assets - finance leases Depreciation, amortization and accretion expense 141 81 281 164 Interest expense on lease liabilities - finance leases Interest and financing expense, net 21 7 37 13 $ 546 $ 470 $ 1,086 $ 943 The Company does not have material short term lease expense for the three and six months ended June 30, 2023 and 2022. The Company did not enter into any operating leases greater than 12 months for the three months ended June 30, 2023. Weighted average remaining lease term (years) June 30, 2023 Operating leases 18.4 years Financing leases 2.9 years Weighted average discount rate Operating leases 7.95 % Financing leases 6.17 % The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of June 30, 2023: Site leases Office leases Vehicle leases Total Discount rate upon adoption 5.4 % 2.3 % 7.6 % 2023 $ 522 $ 261 $ 519 $ 1,302 2024 1,044 540 514 2,098 2025 1,044 562 408 2,014 2026 1,044 47 252 1,343 2027 and beyond 17,913 — 23 17,936 21,567 1,410 1,716 24,693 Present value of lease liability 10,257 1,348 1,311 12,916 Lease liabilities - current portion 192 489 455 1,136 Lease liabilities - non-current portion 10,065 859 856 11,780 Total lease liabilities $ 10,257 $ 1,348 $ 1,311 $ 12,916 Discount based on incremental borrowing rate $ 11,310 $ 62 $ 405 $ 11,777 |
Leases | LeasesThe following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the Adoption Date. Included in Fuel Station Service revenues are $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively. It includes $526 and $1,050 related to the lease portion of the FPAs for the three and six months ended June 30, 2022, respectively. Included in Renewable Power revenues are $264 and $595 related to the lease element of the PPAs for the three and six months ended June 30, 2023, respectively. Includes $16 and $630 related to the lease element of the PPAs for the three and six ended June 30, 2022, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MS Digester ("MS") and VS Digester ("VS"). – the lease at Beacon facility is for 20 years at a monthly rent of $11. – the lease term for MD and VS is for a period of 20 years from their commercial operation date at a quarterly rent of $125. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The rent for the lease is $26 per month with a built in escalation to $27 from February 1, 2022 to February 1, 2023, $43 from February 1, 2023 - February 1, 2024, $45 from February 1 2024 - February 1, 2025 and $46 for the remaining lease term. The Company accounted for the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of March 31, 2022. The Company currently shares office space with Fortistar and reimburses Fortistar on a monthly basis at a predetermined rate. The Company determined that this is not a lease under ASC 842 as there is no identifiable asset and the Company does not have the right to control the use of the office space. The Company determined that the three site leases and the one office lease are operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use the underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its condensed consolidated statement of operations for the three and six months ended June 30, 2023 and 2022. The lease expense for the office lease is recorded as part of Selling, general and administrative expenses in its condensed consolidated statement of operations for the three and months ended June 30, 2023 and 2022. Vehicle leases The Company leases approximately 65 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its condensed statement of operations for the three and six months ended June 30, 2023 and 2022. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. Right-of-use assets and Lease liabilities as of June 30, 2023 and December 31, 2022 are as follows: Description Location in Balance Sheet June 30, 2023 December 31, 2022 Assets: Operating leases (1) : Site leases Right-of-use assets $ 10,251 $ 10,338 Office lease Right-of-use assets 1,190 1,406 11,441 11,744 Finance leases (1) : Vehicle leases Property, plant and equipment, net 1,287 1,236 12,728 12,980 Liabilities (1) : Sites leases Lease liabilities - current portion 192 181 Office lease Lease liabilities - current portion 489 449 Vehicle leases Accrued expenses and other current liabilities 455 449 1,136 1,079 Sites leases Lease liabilities - non-current portion 10,065 10,135 Office lease Lease liabilities - non-current portion 859 1,110 Vehicle leases Other long-term liabilities 856 825 $ 11,780 $ 12,070 (1) The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 2.30% to 5.40%. The table below presents components of the Company's lease expense for the three and six months ended June 30, 2023 and 2022: Description Location in Statement of Operations Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease expense for site leases Cost of sales - RNG Fuel $ 263 $ 261 $ 526 $ 524 Operating lease expense for office lease Selling, general, administrative expenses 121 121 242 242 Amortization of right-of-use assets - finance leases Depreciation, amortization and accretion expense 141 81 281 164 Interest expense on lease liabilities - finance leases Interest and financing expense, net 21 7 37 13 $ 546 $ 470 $ 1,086 $ 943 The Company does not have material short term lease expense for the three and six months ended June 30, 2023 and 2022. The Company did not enter into any operating leases greater than 12 months for the three months ended June 30, 2023. Weighted average remaining lease term (years) June 30, 2023 Operating leases 18.4 years Financing leases 2.9 years Weighted average discount rate Operating leases 7.95 % Financing leases 6.17 % The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of June 30, 2023: Site leases Office leases Vehicle leases Total Discount rate upon adoption 5.4 % 2.3 % 7.6 % 2023 $ 522 $ 261 $ 519 $ 1,302 2024 1,044 540 514 2,098 2025 1,044 562 408 2,014 2026 1,044 47 252 1,343 2027 and beyond 17,913 — 23 17,936 21,567 1,410 1,716 24,693 Present value of lease liability 10,257 1,348 1,311 12,916 Lease liabilities - current portion 192 489 455 1,136 Lease liabilities - non-current portion 10,065 859 856 11,780 Total lease liabilities $ 10,257 $ 1,348 $ 1,311 $ 12,916 Discount based on incremental borrowing rate $ 11,310 $ 62 $ 405 $ 11,777 |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Fair Value Measurements | Derivative Financial Instruments and Fair Value Measurements Interest rate swaps During August 2022, the Company entered into two interest rate swaps for the notional amount of $61,926 of OPAL Term Loan II at a fixed interest rate of 2.47% to hedge the SOFR-based floating interest rate. On August 16, 2022, the Company entered into a swaption for a notional amount of $13,074 with fixed rate of 2.32% with a maturity date of May 31, 2023. The Company accounted for the swaption as an economic hedge and included the change in the fair market value in the condensed consolidated statement of operations. The two interest rate swaps were designated and qualified as cash flow hedges. The Company uses interest rate swaps for the management of interest rate risk exposure, as an interest rate swap effectively converts a portion of the Company’s debt from a floating to a fixed rate. The interest rate swap is an agreement between the Company and counterparties to pay, in the future, a fixed-rate payment in exchange for the counterparties paying the Company a variable payment. The amount of the net payment obligation is based on the notional amount of the interest rate swap and the prevailing market interest rates. The Company may terminate the interest rate swaps prior to their expiration dates, at which point a realized gain or loss may be recognized, or may be amortized over the original life of the interest rate swap if the hedged debt remains outstanding. The value of the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move against the rate fixed for each swap. The Company records the fair value of the interest rate swap as an asset or liability on its balance sheet. The effective portion of the swap is recorded in Accumulated other comprehensive income. On May 30, 2023, OPAL Intermediate Holdco 2, assigned to Paragon its rights and obligations under OPAL Term Loan II. Concurrently, the Company terminated the two interest rate swaps outstanding under this loan and received $812 as settlement from the swap counter party. Paragon entered into four interest rate swaps for a notional amount of $56,914 at a fixed interest rate of 3.52%. The Company terminated the swaption on the same date. After the transaction, the Company recognized a gain of $812 in the condensed consolidated statement of operations for the three and six months ended June 30, 2023 as part of Change in fair value of derivative instruments. The Company received $136 as settlement from the swaption counter party and recognized $46 as loss on termination of the swaption as part of change in fair value of derivative instruments. Additionally, the Company recognized $109 as its share of the Accumulated other comprehensive income from Paragon and increased its basis in equity method investment on its condensed consolidated balance sheet as of June 30, 2023. The following table summarizes the interest rate swaps in place as of June 30, 2023 and December 31, 2022: Interest rate swap detail Notional Amount Trade date Fixed rate Start date End date June 30, 2023 December 31, 2022 August 15, 2022 2.47 % June 28, 2024 August 4, 2027 $ — 41,284 August 15, 2022 2.47 % June 28, 2024 August 4, 2027 — 20,642 $ — $ 61,926 The location and amounts of interest rate swaps and their fair values in the condensed consolidated balance sheets are: June 30, 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 Derivatives designated as cash flow hedges: Long term portion of the interest rate swaps — 954 Derivative financial assets, non-current $ — $ 1,136 The effect of interest rate swaps on the condensed consolidated statement of operations were as follows: Three Months Ended June 30, Six Months Ended Location of (Loss) Gain Recognized in Operations from Derivatives 2023 2022 2023 2022 Interest rate swaps $ — $ 7 $ — $ 626 Swaption 20 — (46) — Net periodic settlements 812 (571) 812 (954) $ 832 $ (564) $ 766 $ (328) Change in fair value of derivative instruments, net The following table summarizes the fair value of derivative instruments on the Company's condensed consolidated balance sheets and the effect of netting arrangements and collateral on its financial position: Gross Amounts Gross Amounts Net Amounts of Balance, June 30, 2023: Interest rate swap asset $ — $ — $ — Swaption asset — — — $ — $ — $ — Balance, December 31, 2022: Interest rate swap asset $ 954 $ — $ 954 Swaption asset 182 — 182 $ 1,136 $ — $ 1,136 Commodity swap contracts The Company utilizes commodity swap contracts to hedge against the unfavorable price fluctuations in market prices of electricity. The Company does not apply hedge accounting to these contracts. As such, unrealized and realized gain (loss) is recognized as a component of Renewable Power revenues in the condensed consolidated statement of operations and Derivative financial asset — current and non-current in the condensed consolidated balance sheets. These are considered to be Level 2 instruments in the fair value hierarchy. By using commodity swaps, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counter party to perform under the terms of the swap contract. When the fair value of the swap contract is positive, the counter party owes the Company creating a credit risk. The Company manages the credit risk by entering into contracts with financially sound counter parties. To mitigate this risk, management monitors counterparty credit exposure on an annual basis, and the necessary credit adjustments have been reflected in the fair value of financial derivative instruments. When the fair value of the swap contract is negative, the Company owes the counterparty creating a market risk that the market price is higher than the contract price resulting in the Company not participating in the opportunity to earn higher revenues. In December 2018, the Company signed an amendment that converted an existing PPA into a commodity swap contract to allow the Company flexibility to sell the capacity separately and schedule the sale of electricity to independent third parties. Following the amendment, the Company agreed to net settle the contract in cash on a monthly basis based on the difference between the contract price and market price. The contract has a default minimum of 34,554 MWh per year. Additionally, the Company entered into an ISDA agreement with a counterparty in November 2019. Pursuant to the agreement, the Company entered into swaps with contract prices ranging between $35.75 and $51.25 per MWh. The following table summarizes the commodity swaps in place as of June 30, 2023 and December 31, 2022. There were no new commodity swap contracts entered during the three months ended June 30, 2023. Trade Date Period From Period To Notional Quantity per Year (“MWh”) Average Contract Price (per MWh) October 17, 2022 January 1, 2023 December 31, 2024 70,176 $ 68.50 October 17, 2022 January 1, 2023 December 31, 2024 26,280 $ 65.50 November 17, 2022 January 1, 2023 December 31, 2024 35,088 $ 81.50 The following table summarizes the effect of commodity swaps on the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022: Derivatives not designated as hedging instruments Location of (loss) gain recognized Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Commodity swaps - realized (loss) gain Revenues - Renewable power $ 509 $ (224) $ 880 $ (187) Commodity swaps - unrealized gain (loss) Revenues - Renewable power (160) (102) 762 (936) Total realized and unrealized gain (loss) Revenues - Renewable power $ 349 $ (326) $ 1,642 $ (1,123) The following table summarizes the derivative assets and liabilities related to commodity swaps as of June 30, 2023 and December 31, 2022: Fair Value Location of Fair value recognized in Balance Sheet June 30, 2023 December 31, 2022 Derivatives designated as economic hedges Current portion of unrealized gain on commodity swaps $ 365 $ — Derivative financial asset, current portion Non-current portion of unrealized gain on commodity swaps $ 267 $ — Derivative financial asset, non-current portion Current portion of unrealized loss on commodity swaps $ — $ (130) Derivative financial liability, current portion Other derivative liabilities The following table summarizes the effect of change in fair value of other derivative liabilities on the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022: Derivative liability Three Months Ended June 30, Six Months Ended June 30, Location of (Loss) Gain Recognized in Operations from Derivatives 2023 2022 2023 2022 Put option to Meteora $ — $ — $ (311) $ — Sponsor Earnout Awards (172) — 138 — OPAL Earnout Awards 500 — 4,500 — $ 328 $ — $ 4,327 $ — Change in fair value of derivative instruments, net Fair value measurements The fair value of financial instruments, including long-term debt and derivative instruments is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties. The carrying amount of cash and cash equivalents, accounts receivable, net, and accounts payable and accrued expenses approximates fair value due to their short-term maturities. The carrying value of the Company's long-term debt, which are considered Level 2 in the fair value hierarchy, of $84,158 and $88,312 as of June 30, 2023 and December 31, 2022, respectively, represents the total amount to be repaid if the debt has to be discharged in full and therefore approximates its fair value. The Company follows ASC 820, Fair Value Measurement , regarding fair value measurements which establishes a three-tier fair value hierarchy and prioritizes the inputs used in valuation techniques that measure fair value. These tiers include: Level 1 — defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2 — defined as quoted prices for similar instruments in active market, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations for which all significant inputs are observable market data; Level 3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of an input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The Company values its energy commodity swap contracts based on the applicable geographical market energy forward curve. The forward curves are derived based on the quotes provided by New York Mercantile Exchange, Amerex Energy Services and Tradition Energy. The Company does not consider that the pricing index used involves significant judgement on the part of management. Therefore, the Company classifies these commodity swap contracts within Level 2 of the valuation hierarchy based on the observable market rates used to determine fair value. The Company accounts for asset retirement obligations by recording the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions. These assumptions represent Level 3 inputs, which can regularly change. As such, the fair value measurement of asset retirement obligations is subject to changes in these unobservable inputs as of the measurement date. The Company used a discounted cash flow model in which cash outflows estimated to retire the asset are discounted to their present value using an expected discount rate. A significant increase (decrease) in the discount rate in isolation could result in a significantly lower (higher) fair value measurement. The Company estimated the fair value of its asset retirement obligations based on discount rates ranging from 5.75% to 8.5%. The Company accounts for the Convertible Note Payable at fair value at each reporting period. As of June 30, 2023 December 31, 2022, the Company recorded the Convertible Note Payable at par plus accrued interest as it is payable on demand by either party and therefore represents fair value. The fair value of the Sponsor Earnout Awards as of June 30, 2023 was determined using a Monte Carlo valuation model with a distribution of potential outcomes on a daily basis over the four year post-close period. Assumptions used in the valuation are as follows: • Current stock price — The Company's closing stock price of $7.46 as of June 30, 2023; • Expected volatility —60% based on historical and implied volatilities of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards; • Risk-free interest rate — 4.30% based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected 4.1 year term of the earnout period; • Dividend yield - zero. The fair value of the OPAL Earnout Awards as of June 30, 2023 was determined using a Monte Carlo valuation model with a distribution of potential outcomes for stock price and EBITDA over the 2-year period commencing on January 1, 2023 and ending on December 31, 2024. Assumptions used in the valuation are as follows: • Current stock price — The Company's closing stock price of $7.46 as of June 30, 2023; • Weighted average cost of capital - 16% based on an average of historical volatilities of selected industry peers deemed to be comparable to our business. • Expected volatility —55% based on historical and implied volatilities of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards; • Risk-free interest rate — 5.4% based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected 2.0 year term of the earnout period; • Dividend yield - zero. There were no transfers of assets between Level 1, Level 2, or Level 3 of the fair value hierarchy as of June 30, 2023. The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of June 30, 2023 and December 31, 2022, set forth by level, within the fair value hierarchy: Fair value as of June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 6,461 $ 6,461 Convertible Note Payable — 29,091 — 29,091 Earnout liabilities — — 4,153 4,153 Assets: Short term investments 16,955 — — 16,955 Commodity swap contracts — 632 — 632 Fair value as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 6,256 $ 6,256 Convertible Note Payable (1) — 28,528 28,528 Put option with Meteora — — 4,466 4,466 Commodity swap contracts — 130 — 130 Earnout liabilities — — 8,790 8,790 Assets: Short term investments 64,976 — — 64,976 Swaption — 182 — 182 Commodity swap contracts — 954 — 954 (1) The fair value of Convertible Note Payable as of December 31, 2022, represents the outstanding principal and paid-in-kind interest. Therefore it did not have any unobservable inputs which required the Company to develop its own assumptions. The methodology for calculating the fair value has changed as of December 31, 2022 as the prepayment penalty was cancelled upon consummation of Business Combination. Therefore, the Convertible Note Payable has been transferred from Level 3 to Level 2. A summary of changes in the fair values of the Company’s Level 3 instruments, attributable to asset retirement obligations, for the six months ended June 30, 2023 is included in Note 2, Summary of Significant Accounting Policies . |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Related parties are represented by Fortistar and other affiliates, subsidiaries and other entities under common control with Fortistar or NextEra. Sale of non-controlling interests to Related Parties On November 29, 2021, as part of an exchange agreement, OPAL Fuels issued 14 newly authorized common units and 300,000 Series A-1 preferred units to Hillman in return for Hillman’s non-controlling interest in four RNG project subsidiaries for total consideration of $30,000. Upon the consummation of the Business Combination, the Series A-1 preferred units have been converted to Redeemable preferred non-controlling interests. The Company recorded paid-in-kind preferred dividend of $675 and $1,330 for the three and six months ended June 30, 2023, respectively. The Company recorded paid-in-kind preferred dividend of $607 and $1,207 for the three and six months ended June 30, 2022, respectively. Please see Note 13. Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit, for additional information. Issuance of Redeemable preferred non-controlling interests On November 29, 2021, NextEra subscribed for up to 1,000,000 Series A preferred units, which are issuable (in whole or in increments) at the Company’s discretion prior to June 30, 2022. During the year ended December 31, 2022, the Company had drawn $100,000 and issued 1,000,000 Series A preferred units. The Company recorded paid-in-kind preferred dividend of $2,174 and $4,282 for the three and six months ended June 30, 2023, respectively. The Company recorded paid-in-kind preferred dividend of $1,111 and $1,227 for the three and six months ended June 30, 2022, respectively. Please see Note 13. Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' deficit , for additional information. Purchase and sale agreement for environmental attributes On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra for the environmental attributes generated by the RNG Fuels business. Under this agreement, the Company plans to sell a minimum of 90% of the environmental attributes generated and will receive net proceeds based on the agreed upon price less a specified discount. A specified volume of environmental attributes sold per quarter will incur a fee per environmental attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the three and six months ended June 30, 2023, the Company earned net revenues after discount and fees of $11,852 and $18,060, respectively, under this contract which was recorded as part of Revenues - RNG fuel and Fuel Station Services. For the three and six months ended June 30, 2022, the Company earned net revenues after discount and fees of $16,792 and $29,688, respectively, under this contract which was recorded as part of Revenues - RNG fuel and Fuel Station Services. Please see Note 2. Summary of Significant Accounting Policies for additional information. Commodity swap contracts under ISDA The Company entered into an ISDA agreement with NextEra in November 2019. Pursuant to the agreement, the Company enters into commodity swap contracts on a periodic basis. As of June 30, 2023 and December 31, 2022, there were three commodity swap contracts outstanding. The Company records the realized and unrealized gain (loss) on these commodity swap contracts as part of Revenues - Renewable Power. Please see Note 9. Derivative Financial Instruments and Fair Value Measurements for additional information. The Company recorded $1,747 and $1,243 as revenues earned under the commodity swap contracts for the three months ended June 30, 2023 and 2022. The Company recorded $3,274 and $2,269 as revenues earned under the commodity swap contracts for the six months ended June 30, 2023 and 2022. Purchase of investments from Related Parties In August 2021, the Company acquired 100% of the ownership interests in Reynolds, an RNG production facility for $12,020 which was funded with cash on hand. Reynolds held an equity investment of 1,570 Class B units in GREP representing 20% interest for a cash consideration of $1,570 which owns 50% of Biotown, a power generation facility under development to convert to an RNG facility. The Reynolds transaction was an asset acquisition from an affiliate under common control. The Company accounts for its 20% equity investment in GREP under the equity method. The Company recorded a net loss of $566 and $460 as its share of net loss for the three months ended June 30, 2023 and 2022. The Company recorded a net loss of $436 and $556 as its share of net loss for the six months ended June 30, 2023 and 2022. Sales contracts with Related Parties In August 2020, OFSS contracted with Sunoma to dispense RNG and to generate and market the resulting RINs and LCFS credits created on behalf of the entity. Additionally, OFSS contracted with Pine Bend in December 2020 and Noble Road in March 2021 to provide the same services. The term of these contracts each runs for a term of 10 years. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as inventory based on their estimated fair value at contract inception. The Pine Bend and Noble road facilities came online in the first and third quarter of 2022. Sunoma came online in the fourth quarter of 2021. For the three months ended June 30, 2023 and 2022, the Company earned environmental processing fees of $555 and $242 net of intersegment elimination, under this agreement which are included in Fuel Station Services revenues in the condensed consolidated statements of operations. For the six months ended June 30, 2023 and 2022, the Company earned environmental processing fees of $1,141 and $242 net of intersegment elimination, under this agreement which are included in Fuel Station Services revenues in the condensed consolidated statements of operations. Service agreements with Related Parties On December 31, 2020, OPAL Fuels signed a management, operations, and maintenance services agreement (“Administrative Services Agreement”) with Fortistar LLC ("Fortistar"), pursuant to which Fortistar provides management, operations, and maintenance services to the Company. The agreement expires on December 31, 2023, unless termination occurs earlier due to dissolution of the Company or the agreement is terminated by the Company’s secured lenders in certain circumstances. The agreement provides for payment of service fees based on actual time incurred at contractually agreed rates provided for in the Administrative Services Agreement, as well as a fixed annual payment of $580 per year adjusted annually for inflation. Additionally, the agreement provides for the Company to receive credits for any services provided by the Company's employees to Fortistar. For the three and six months ended June 30, 2023 and 2022, there have been no material services provided by the Company's employees to Fortistar. In June 2021, the company entered into a management services agreement with Costar Partners LLC (“Costar”), an affiliate of Fortistar. Pursuant to the agreement, Costar provides information technology (“IT”) support services, software use, licensing services, management of third party infrastructure and security services and additional IT services as needed by the Company. The agreement provides for Costar to be compensated based on actual costs incurred and licensing fees per user for certain software applications. The agreement expires in June 2024 unless the termination occurs earlier due to dissolution of the Company or it is terminated by the Company’s secured lenders in certain circumstances. The following table summarizes the various fees recorded under the agreements described above which are included in "Selling, general, and administrative" expenses: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Staffing and management services $ 412 $ 632 $ 987 $ 1,105 Rent - fixed compensation 164 91 329 274 IT services 731 546 1,457 1,085 Total $ 1,307 $ 1,269 $ 2,773 $ 2,464 As of June 30, 2023 and December 31, 2022, the Company had Accounts payable, related party in the amounts of $3,707 and $1,346, respectively. |
Reportable Segments and Geograp
Reportable Segments and Geographic Information | 6 Months Ended |
Jun. 30, 2023 | |
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 first quarter of 2023, the Company changed its internal reporting to its executive leadership team ("Chief Operating Decision Makers"). The internal reporting was changed to provide more visibility into our RNG fuel production and operations and to align fuel dispensing revenues with construction and service of fuel dispensing stations. Therefore, the Company reclassified the revenues and the corresponding cost of sales for CNG tolling business which were previously presented as part of Revenues - RNG Fuel and Cost of sales - RNG Fuel to Revenues - Fuel station services and Cost of sales - Fuel station services, respectively. The Company also adjusted the revenues and cost of sales for the prior year period presented for comparison purposes. The Company also reclassified general and administrative costs for RNG Fuel from Cost of sale - RNG Fuel to Selling, general and administrative expenses to make the margins across all segments comparable. For the three months ended June 30, 2023 and 2022, the Company classified revenues from its fuel dispensing business of $9,400 and $9,214, respectively, as part of Revenues - Fuel station services. For the six months ended June 30, 2023, the Company classified revenues from fuel dispensing business of $18,251 and $19,307, respectively, as part of Revenues - Fuel station services. For the three months ended June 30, 2023 and 2022, the Company classified cost of sales relating to fuel dispensing business of $8,302 and $7,940, respectively as part of Cost of sales - Fuel station services. For the six months ended June 30, 2023 and 2022, the Company classified cost of sales relating to the fuel dispensing business of $16,824 and $14,713, respectively as part of Cost of sales - Fuel station services. We aligned our reportable segments disclosure to align with the information and internal reporting that is provided to our Chief Operating Decision Makers. Therefore, the Company reassessed its reportable segments and revised all the prior periods to make the segment disclosures comparable. • RNG Fuel. The RNG Fuel segment relates to all RNG supply directly related to the generation and sale of brown gas and environmental credits, and consists of: ◦ Development and construction – RNG facilities in which long term gas right contracts have been, or are in the process of being ratified and the construction of RNG generation facilities. ◦ RNG supply operating facilities – This includes the generation, extraction, and sale of RNG - plus associated RINs and LCFSs from landfills. For the three and six months ended June 30, 2023 and 2022, the Company has accounted for its interests in Pine Bend, Reynolds and Noble Road under the equity method of accounting and the results of operations of Beacon, New River, Central Valley and Sunoma were consolidated in its condensed consolidated statement of operations. As of May 30, 2023, the Company deconsolidated Emerald and Sapphire. As a result, the Company consolidated Emerald and Sapphire for the period between January 1, 2023 and May 30, 2023 and recorded its ownership interests in Paragon which includes Emerald and Sapphire as equity method investment for the month of June 2023. As of June 30, 2023, Central Valley, and Sapphire are not operational. Sunoma became operational in December 2021, Noble Road in January 2022, New River in April 2022 and Pine Bend in September 2022. Emerald completed construction in June 2023 and is expected to begin commercial operations in the third quarter of 2023. • Fuel Station Services. Through its Fuel Station Services segment , t he Company provides construction and maintenance services to third-party owners of vehicle Fueling Stations and performs fuel dispensing activities including generation and minting of environmental credits. This segment includes: ◦ Service and maintenance contracts for RNG/CNG fueling sites. Includes a manufacturing division that builds Compact Fueling Systems and Defueling systems. ◦ Third Party CNG Construction of Fueling Stations - Design/build and serve as general contractor for typically Guarantee Maximum Price or fixed priced contracts for customers usually lasting less than one year. ◦ RNG and CNG fuel dispensing stations for vehicle fleets - This includes both dispensing/sale of brown gas and the environmental credit generation and monetization. The Company operates Fueling Stations that dispense gas for vehicles. This also includes the development and construction of these facilities. • Renewable Power Portfolio. The Renewable Power portfolio segment generates renewable power through methane-rich landfills and digester gas collection systems which is then sold to public utilities throughout the United States. The Renewable Power portfolio operates primarily in Southern California. • Corporate. This segment consists of activities managed and maintained at the Company corporate level primarily including but not limited to: ◦ Executive, accounting, finance, sales activities such as: payroll, stock compensation expense, travel and other related costs. ◦ Insurance, professional fees (audit, tax, legal etc.). The Company has determined that each of the four operating segments meets the characteristics of a reportable segment under U.S. GAAP. The Company's activities and assets that are not associated with the four reportable segments are summarized in the "Other" category below. These include corporate investment income, interest income and interest expense, income tax expense, and other non-allocated costs. Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Revenues: Renewable Power $ 8,672 $ 10,451 $ 18,590 $ 20,088 RNG Fuel 23,356 22,070 43,089 40,168 Fuel Station Services 34,138 27,822 58,730 51,992 Other (1) — 91 — 127 Intersegment (4,199) (2,424) (7,946) (5,022) Equity Method Investment(s) (6,925) (4,793) (14,464) (5,089) $ 55,042 $ 53,217 $ 97,999 $ 102,264 ____________ (1) Other includes revenues of Fortistar Contracting LLC. Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Interest and Financing Expense, Net: Renewable Power $ 6 $ (1,202) $ (258) $ (2,119) RNG Fuel (718) 37 (1,373) (51) Fuel Station Services 83 (8) 93 (14) Corporate (327) (2,192) (59) (4,238) $ (956) $ (3,365) $ (1,597) $ (6,422) Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Depreciation, Amortization, and Accretion: Renewable Power $ 1,449 $ 1,309 $ 2,901 $ 3,107 RNG Fuel 2,292 1,694 4,316 2,820 Fuel Station Services 848 637 1,638 1,303 Other (1) 11 31 27 64 Equity Method Investment(s) (972) (346) (1,687) (573) $ 3,628 $ 3,325 $ 7,195 $ 6,721 (1) Other includes amortization of intangible assets and depreciation expense not allocated to any segment. Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Net income (loss) Renewable Power $ (741) $ (91) $ (1,644) $ (2,169) RNG Fuel 7,291 14,188 8,468 16,106 Fuel Station Services 1,858 (3,605) 1,899 950 Corporate 106,640 (11,455) 98,274 (19,660) Equity Method Investment(s) (998) 621 (293) (36) $ 114,050 $ (342) $ 106,704 $ (4,809) Six Months Ended 2023 2022 Cash paid for Purchases of Property, Plant, and Equipment: Renewable Power $ — $ 1,300 Fuel Station Services 12,356 3,463 RNG Fuel 59,653 49,698 $ 72,009 $ 54,461 June 30, December 31, Total Assets: Renewable Power $ 40,948 $ 43,468 RNG Fuel 282,854 347,750 Fuel Station Services 120,280 119,669 Corporate and other 25,454 82,204 Equity Method Investment(s) 202,409 51,765 $ 671,945 $ 644,856 Geographic Information: The Company's assets and revenue generating activities are domiciled in the United States. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023, the Company held equity interests in six VIEs — Sunoma, GREP, Emerald, Sapphire, Paragon and Central Valley. On May 30, 2023, the Company together with a third-party environmental solutions company formed a new joint venture holding company Paragon LLC ("Paragon"). The Company owns 50% of ownership interest in Paragon. Concurrent with the formation of Paragon, the Company contributed its 50% ownership interests in Emerald and Sapphire to Paragon. Upon the execution of the above the transaction, the Company reassessed its equity interests in Emerald and Sapphire under ASC 810, Consolidation and determined that the Company does not have a controlling financial interest in Paragon under ASC 810 because the governance of the joint venture is driven by an independent board jointly controlled by the joint venture partner and OPAL equally and there are substantive participating rights held by the joint venture partner in the significant activities of Paragon. Based on the above analysis, the Company determined that it should account for its ownership interests in Paragon under the equity method of accounting pursuant to ASC 323, Investments Equity Method and Joint Ventures , prospectively, as the Company has the ability to exercise significant influence, but not control over the joint venture company. Prior to May 30, 2023, the Company consolidated these two entities in accordance with the variable interest entity model guidance under ASC 810, Consolidation. As of June 30, 2023, GREP and Paragon were presented as equity method investments and the remaining two VIEs Sunoma and Central Valley are consolidated by the Company. At December 31, 2022, GREP has been presented as an equity method investment and the remaining four VIEs Sunoma, Emerald, Sapphire, and Central Valley are consolidated by the Company. In 2020, the Company acquired a variable interest in Sunoma in a joint venture with a third-party who does not have any equity at risk but participates in proportionate share of income or losses, which may be significant. Additionally, the assets in Sunoma are collateralized under the Sunoma loan, the proceeds of which are used for partial financing of the construction of the Sunoma facility. Therefore, the significant assets and liabilities of Sunoma are parenthesized in the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. The Company determined that each of these entities are VIEs and in its capacity as a managing member except for Emerald and Sapphire, the Company is the primary beneficiary. The Company is deemed as a primary beneficiary based on two conditions: • The Company, as a managing member, has the power to order the activities that significantly impact the economic performance of the two entities including establishment of strategic, operating, and capital decisions for each of these entities; and • The Company has the obligation to absorb the potential losses for the right to receive potential benefits, which could be significant to the VIE; As a primary beneficiary, the Company consolidates these entities in accordance with the variable interest entity model guidance under ASC 810, Consolidation . Our variable interests in each of our VIEs arise primarily from our ownership of membership interests, construction commitments, our provision of operating and maintenance services, and our provision of environmental credit processing services to VIEs. The following table summarizes the major condensed consolidated balance sheet items for consolidated VIEs as of June 30, 2023 and December 31, 2022. The information below is presented on an aggregate basis based on similar risk and reward characteristics and the nature of our involvement with the VIEs, such as: • All of the VIEs are RNG facilities and they are reported under the RNG Fuel Supply segment; • The nature of our interest in these entities is primarily equity based and therefore carry similar risk and reward characteristics; The amount of assets that can only be used to settle obligations of the VIEs are parenthesized in the condensed consolidated balance sheets and are included in the asset totals listed in the table below. As of As of Assets Current assets: Cash and cash equivalents $ 906 $ 12,506 Accounts receivable, net 846 966 Restricted cash - current 228 6,971 Environmental credits held for sale 29 — Prepaid expenses and other current assets 186 415 Total current assets 2,195 20,858 Property, plant and equipment, net 27,043 73,140 Restricted cash, non-current 2,790 2,923 Total assets $ 32,028 $ 96,921 Liabilities and equity Current liabilities: Accounts payable $ 384 $ 4,896 Accounts payable, related party 1,108 433 Accrued capital expenses — 7,821 Accrued expenses 272 646 Sunoma Loan- current portion 1,169 380 Total current liabilities 2,933 14,176 Sunoma loan, net of debt issuance costs 20,948 21,712 Total liabilities 23,881 35,888 Equity Stockholders' equity 7,244 34,588 Non-redeemable non-controlling interests 903 26,445 Total equity 8,147 61,033 Total Liabilities and Equity $ 32,028 $ 96,921 |
Redeemable non-controlling inte
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit | Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit Common stock As of June 30, 2023, there are (i) 29,330,115 shares of Class A common stock issued and outstanding, (ii) 144,399,037 shares of New OPAL Class D common stock issued and outstanding, (iii) no shares of Class B common stock, par value $0.0001 per share, of (“Class B common stock”) issued and outstanding ( Shares of Class B common stock do not have any economic value except voting rights as described below) and (iv) no shares of Class C common stock, par value $0.0001 per share, (“ Class C common stock”) issued and outstanding (shares of Class D common stock do not have any economic value except voting rights as described below) During the first quarter of 2023, Meteora exercised the put option pursuant to the terms of the forward purchase contract. The Company repurchased 1,635,783 shares at a price of $10.02 per share. The Company recorded $11,614 representing the fair value of the treasury stock as part of stockholders' deficit and $4,777 as an offset to the derivative financial liability, current on its condensed consolidated balance sheet as of June 30, 2023. In March 2023, the Company issued 49,633 shares to certain warrant holders as consideration for their prior agreement to tender all warrants held by the warrant holders in the Company's voluntary exchange offer which closed on December 22, 2022. The Company recorded $338 representing the fair value of the shares issued based on the closing price on March 30, 2023 as part of Other income (expense), net. Redeemable preferred non-controlling interests On November 29, 2021, as part of an exchange agreement (“Hillman exchange”), the Company issued 300,000 Series A-1 preferred units to Hillman in return for Hillman’s non-controlling interest in four RNG project subsidiaries. On November 29, 2021, Mendocino Capital LLC (“NextEra”) subscribed for up to 1,000,000 Series A preferred units, which are issuable (in whole or in increments) at the Company’s discretion prior to June 30, 2022. During the year ended December 31, 2022, the Company had drawn $100,000 and issued 1,000,000 Series A preferred units. Upon completion of Business Combination, the Company assumed Series A-1 preferred units and Series A preferred units which were issued and outstanding by OPAL Fuels. The Company recorded the Series A-1 preferred units and Series A preferred units as Redeemable preferred non-controlling interests. The Company has elected to adjust the carrying value of the preferred units to the redemption value at the end of each reporting period by immediately amortizing the issuance costs in the first reporting period after issuance of the preferred units. The following table summarizes the changes in the redeemable preferred non-controlling interests which represent Series A and Series A-1 preferred units outstanding at OPAL Fuels level from December 31, 2022 to June 30, 2023: Series A-1 preferred units Series A preferred units Units Amount Units Amount Total Balance, December 31, 2022 300,000 $ 32,736 1,000,000 $ 105,406 $ 138,142 Series A units issued by OPAL Fuels — — — — — Paid-in-kind dividends attributable to OPAL Fuels — 1,105 — 3,556 4,661 Paid-in kind dividends attributable to Class A common stockholders — 225 — 726 951 Balance, June 30, 2023 300,000 $ 34,066 1,000,000 $ 109,688 $ 143,754 Terms of Redeemable preferred units The Series A and Series A-1 preferred units (together the “Preferred Units”) have substantially the same terms and features which are listed below: Voting: The Series A-1 preferred units to Hillman do not have any voting rights. The Series A preferred units issued to NextEra have limited rights to prevent the Company from taking certain actions including (i) major issuances of new debt or equity (ii) executing transactions with affiliates which are not at arm-length basis (iii) major disposition of assets and (iv) major acquisition of assets outside of the Company’s primary business. Dividends: The Preferred Units are entitled to receive dividends at the rate of 8% per annum. Dividends begin accruing for each unit from the date of issuance and are payable each quarter end regardless of whether they are declared. The dividends are mandatory and cumulative. The Company is allowed to elect to issue additional Preferred Units ( paid-in-kind) in lieu of cash for the first eight dividend payment dates. The Company elected to pay the dividends to be paid-in-kind for all periods presented. In the occurrence of certain events of default, the annual dividend rate increases to 12%. Additionally, the dividend rate increases by 2% for each unrelated uncured event of default up to a maximum of 20%. Liquidation preference: In the event of liquidation of the Company, each holder of a unit of Series A and Series A-1 is entitled to be paid on pro-rata basis the original issue price of $100 per unit plus any accrued and unpaid dividends out of the assets of the Company available for distribution after payment of the Company’s debt and liabilities and liquidation expenses. Redemption: At any time after issuance, the Company may redeem the Redeemable preferred units for a price equal to original issue price of $100 per unit plus any accrued and unpaid dividends. Holders of the Preferred Units may redeem for an amount equal to original issue price of $100 per unit plus any accrued and unpaid dividends upon (i) occurrence of certain change in control event (ii) at the end of four years from the date of issuance, except the Preferred Units issued to Hillman can only be redeemed 30 days after the fourth year anniversary of the first issuance of Preferred Units to NextEra. The maturity date is determined to be the date at which the holder’s redemption option becomes exercisable as this is the date in which both the Company and the holder may redeem the preferred units. The maturity date could be as early as November 29, 2025 but no later than June 30, 2026, depending on when the Series A units to NextEra are issued as previously detailed herein. Conversion: Holder’s may elect to convert Preferred Units into common units in the limited chance that the Company fails to redeem the Preferred Units under an optional redemption, the annual dividend rate increases to 12% and is further increased to 14% after one year, and thereafter by 2% every 90 days up to a cap of 20%. The Company must also redeem all NextEra Series A preferred units on which the redemption option has been exercised prior to redeeming any Hillman Series A-1 preferred units. If elected, the holder may convert all or a portion of its Preferred Units into a number of common units equal to: (i) number of Preferred Units, multiplied by, (ii) $100 plus accrued and unpaid cash dividends, divided by, (iii) conversion price. The conversion price is equal to the value of the Company’s common units determined as follows, and reduced by a 20% discount if conversion occurs during the first year of delayed redemption, a 25% discount during the 2nd year, and a 30% discount thereafter: 1. Using 20-day volume-weighted average price (“VWAP”) of the Company's common shares. 2. Otherwise the estimated proceeds to be received by the holder of a common unit if the net assets of the Company were sold at fair market value and distributed. Redeemable non-controlling interests Upon consummation of Business Combination, OPAL Fuels and its members caused the existing limited liability company agreement to be amended and restated and in connection therewith, all of the common units of OPAL Fuels LLC issued and outstanding immediately prior to the closing were re-classified into 144,399,037 Class B Units. Each Class B Unit is paired with 1 non-economic share of Class D common stock issued by the Company. Each pair of Class B Unit and 1 share of Class D common stock is exchangeable to either 1 share of Class A common stock or 1 share of Class C common stock at the holder's option. Upon an exchange for Class A common stock, the Company has the option to redeem shares for cash at their market value. |
Stock-based compensation
Stock-based compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based compensation | Stock-based compensation The Company adopted 2022 Omnibus Equity Incentive Plan (the "2022 Plan") in 2022 which was approved by our shareholders on July 21, 2022. The purposes of the 2022 Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and success of the Company, (ii) strengthen the commitment of such individuals to the Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. The 2022 Plan allows for granting of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The Company registered 19,811,726 shares of Class A common stock that can be issued under this Plan. On March 31, 2023, the Company issued 196,961 stock options, 888,831 restricted stock units and 274,617 performance units to certain employees of the Company. The fair value of the stock options was determined to be $5.26 based on Black Scholes model based share price of $6.97, exercise price of $6.97, expiration of 10 years, annual risk free interest rate of 4.04% and volatility of 65%. Additionally, the Company issued 135,583 restricted stock units to the board of directors. The total fair value of the equity awards was $6,955. A summary of the equity awards under the 2022 Plan for the six months ended June 30, 2023 is as follows: Number of Units outstanding Weighted Average Grant Date Fair Value Aggregate Fair Value (in thousands) Restricted Stock Units: Unvested awards as of December 31, 2022 422,349 $ 7.94 Granted 1,038,347 6.98 Forfeitures (41,664) 7.49 Restricted Stock Units outstanding as of June 30, 2023 1,419,032 $ 7.25 $ 10,284 Stock Options: Unvested awards as of December 31, 2022 — — Granted 196,961 $ 5.26 Stock Options outstanding as of June 30, 2023 196,961 $ 5.26 $ 1,036 Performance Stock Units: Unvested awards as of December 31, 2022 — Granted 274,617 $ 6.97 Forfeitures (4,089) $ 6.97 Performance Stock Units outstanding as of June 30, 2023 270,528 $ 6.97 $ 1,886 Total unvested awards outstanding as of June 30, 2023 1,886,521 $ 7.00 $ 13,206 Stock-based compensation expense for all stock awards included in Selling, general and administrative expenses: Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Stock-based compensation expense $ 1,877 $ 160 $ 2,848 $ 320 $ 1,877 $ 160 $ 2,848 $ 320 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per ShareThe basic income per share of Class A common stock is computed by dividing the net income (loss) attributable to Class A common stockholders by the weighted average number of Class A common stock outstanding during the period. The basic income per share for the three and six months ended June 30, 2023 does not include 1,635,783 shares in treasury, 763,908 shares issued and outstanding but are contingent on achieving earnout targets. During the first quarter of 2023, the put option was exercised and 197,258 shares of Class A common stock were cancelled. Prior to the Business Combination, the membership structure of OPAL Fuels included common units which shared in the profits and losses of OPAL Fuels LLC. The Company analyzed the calculation of earnings per units for periods prior to the consummation of the Business Combination and determined that such information would not be meaningful to the users of these condensed consolidated financial statements. Therefore net income per share information has not been presented for the three and six months ended June 30, 2022. The diluted income per share of Class A common stock for the three and six months ended June 30, 2023 does not include Redeemable preferred non-controlling interests and the Convertible Note Payable because the substantive contingency for conversion has not been met as of June 30, 2023. It does not include 144,399,037 OPAL Fuels Class B units representing Redeemable non-controlling interest as its impact is anti-dilutive. It does not include 763,908 Sponsor Earnout Awards and 10,000,000 OPAL Earnout Awards as their target share price and adjusted EBITDA contingencies have not been met as of June 30, 2023. The outstanding stock options issued under the 2022 Plan are not included as their impact is dilutive. The outstanding performance units under the 2022 Plan are not included as the performance conditions have not been met as of June 30, 2023. The Class D common stock does not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class D common stock under the two-class method has not been presented. The following table summarizes the calculation of basic and diluted net loss per share: Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Net income attributable to Class A common stockholders 17,924 $ 16,345 Weighted average number of shares of Class A common stock - basic 26,977,682 27,179,488 Dilutive effect of stock options, restricted stock units, performance units, Convertible note payable, earnout shares, Redeemable preferred non-controlling interests, Redeemable non-controlling interests 270,957 377,212 Weighted average number of shares of Class A common stock - diluted 27,248,639 27,556,700 Net loss per share of Class A common stock Basic $ 0.66 $ 0.60 Diluted $ 0.66 $ 0.59 |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes As a result of the Company’s up-C structure effective with the Business Combination, the Company expects to be a tax-paying entity. However, as the Company has historically been loss-making, any deferred tax assets created as a result of net operating losses and other deferred tax assets for the excess of tax basis in the Company's investment in Opal Fuels would be offset by a full valuation allowance. Prior to the Business Combination, OPAL Fuels was organized as a limited liability company, with the exception of one partially-owned subsidiary which filed income tax returns as a C-Corporation. The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Judgment is required in determining the provisions for income and other taxes and related accruals, and deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company's various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates. For the three and six months ended June 30, 2023, the Company recorded zero income tax expense. The effective tax rate for the three and six months ended June 30, 2023 was 0%. The difference between the Company’s effective tax rate for the three and six months ended June 30, 2023 and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company’s net U.S. deferred tax assets. The Company did not record a tax provision for the three and six months ended June 30, 2022 primarily due to OPAL Fuels' status as a pass-through entity for U.S. federal income tax purposes. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit As of June 30, 2023 and December 31, 2022, the Company was required to maintain five and nine standby letters of credit totaling $1,498 and $2,292, respectively, to support obligations of certain Company subsidiaries. These letters of credit were issued in favor of a lender, utilities, a governmental agency, and an independent system operator under PPA electrical interconnection agreements, and in place of a debt service reserve. There have been no draws to date on these letters of credit. Purchase Options The Company has two contracts with customers to provide CNG for periods of seven In July 2015, the Company entered into a ten year fuel sales agreement with a customer that included the construction of a CNG Fueling Station owned and managed by the Company on the customer's premises. At the end of the contract term, the customer has an option to purchase the CNG Fueling Station for a fixed amount. The cost of the CNG Fueling Station was recorded to Property, plant, and equipment and is being depreciated over the contract term. On May 30, 2023, OPAL Intermediate Holdco 2 assigned to Paragon its rights and obligations under OPAL Term Loan II. Additionally, the Company signed an equity commitment letter up to a maximum of $2,100, to Paragon relating to its share of equity contribution towards any cost over runs in connection with the construction and completion of Emerald project. Legal Matters The Company is involved in various claims arising in the normal course of business. Management believes that the outcome of these claims will not have a material adverse effect on the Company's financial position, results of operations or cash flows. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events Gas sale and purchase agreement On August 11, 2023, a wholly-owned subsidiary of the Company entered into a Third Amended and Restated Gas Sale and Purchase Agreement and a Third Amended and Restated Site Lease Agreement (collectively, the “Agreements”) with a leading environmental services company. The Agreements, which are effective as of August 11, 2023, provide the Company with the right to purchase landfill gas (“LFG”) from a landfill located in Massachusetts, for the purpose of combusting such LFG to generate renewable electricity at the facility (the “Facility”) located on the landfill footprint. Per the terms and conditions of the Agreements, the Company will make certain royalty and lease payments. The terms of the Agreements are 20 years from the date the Facility commences operations. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and includes the accounts of the Company and all other entities in which the Company has a controlling financial interest: Fortistar Methane 3 LLC (“FM3”), Fortistar Methane 4 LLC, Beacon RNG LLC (“Beacon”) Sunoma Holdings, LLC (“Sunoma”), New River LLC (“New River”), Reynolds NRG LLC (“Reynolds”), Central Valley LLC (“Central Valley”), Prince William RNG LLC (“Prince William”), Cottonwood RNG LLC, Polk County RNG LLC (“Polk County”), Fortistar Contracting LLC, Fortistar RNG LLC, and OPAL Fuel station services LLC (“Fuel station services”). The Company’s condensed consolidated financial statements include the assets and liabilities of these subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The non-controlling interest attributable to the Company's variable interest entities ("VIE") are presented as a separate component from the Stockholders' deficit in the condensed consolidated balance sheets and as a non-redeemable non-controlling interests in the condensed consolidated statements of changes in redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' deficit. The accompanying condensed consolidated financial statements reflect the activities of the Company, its subsidiaries, and its equity method investments for the three and six months ended June 30, 2023 and 2022. Investments in unconsolidated entities in which the Company can influence the operating or financial decisions are accounted for under the equity method. On May 30, 2023, the Company together with a third-party environmental solutions company formed a new joint venture holding company Paragon LLC ("Paragon"). The Company owns 50% of ownership interest in Paragon. Concurrent to the formation of Paragon, the Company contributed its 50% ownership interests in Emerald and Sapphire to Paragon. Upon the execution of the above transaction, the Company reassessed its equity interests in Emerald and Sapphire under ASC 810, Consolidation and determined that the Company does not have a controlling financial interest in Paragon under ASC 810 because the governance of the joint venture is driven by a board jointly controlled by the joint venture partner and OPAL equally and there are substantive participating rights held by the joint venture partner in the significant activities of Paragon. Prior to May 30, 2023, the Company consolidated these two entities in accordance with the variable interest entity model guidance under ASC 810, Consolidation. As of June 30, 2023, the Company accounted for its ownership interests in Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road"), Emerald RNG LLC (“Emerald”), Sapphire RNG LLC (“Sapphire”), Paragon RNG LLC ("Paragon") and GREP BTB Holdings LLC ("GREP") under the equity method. As of December 31, 2022, the Company accounted for its ownership interests in Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road") and GREP BTB Holdings LLC ("GREP") under the equity method. Please see Note 3. Investment in Other Entities, for additional information. |
Use of estimates | Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the residual value of the useful lives of our property, plant and equipment, the fair value of stock-based compensation, asset retirement obligations, the estimated losses on our trade receivables, percentage completion for revenue recognition, incremental borrowing rate for calculating the right-of-use assets and lease liabilities, the fair value of the Convertible Note Payable (as defined below), the impairment assessment of goodwill, the fair value of deconsolidated VIEs and the fair value of derivative instruments. Actual results could differ from those estimates. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year. |
Accounting Pronouncements adopted and Accounting Pronouncements not yet adopted | Accounting Pronouncements adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses ("ASC 326"), with the objective of providing financial statement users information about the credit risk inherent in an entity’s financial statements as well as to explain management’s estimate of expected credit losses and the changes in the allowance for such losses. The accounting standard amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. Under the new guidance, an entity recognizes as an allowance its estimate of lifetime expected credit losses will result in more timely recognition of such losses. The Company adopted the accounting standard using the prospective transition approach as of January 1, 2023. The cumulative effect upon adoption was not material to our condensed consolidated financial statements. The adoption of ASC 326 primarily impacted our trade receivables and the Note receivable - variable fee component recorded on our condensed consolidated balance sheet as of June 30, 2023. Upon adoption of ASC 326, the Company assessed collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considered historical collectability based on past due status and made judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considered customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. The carrying value of the Note receivable - variable fee component on the condensed consolidated balance sheet as of June 30, 2023 is based on discounted expected cash flows model which are adjusted on a quarterly basis. Therefore, the Company determined that the credit risk component is included in the carrying value at each reporting period. The adoption of ASC 326 did not have any material impact on our condensed consolidated financial statements. The Company adopted ASC 842 "Leases" as of January 1, 2022 and evaluated all of its contracts and recorded right-of-use assets and corresponding lease liabilities on its consolidated balance sheet as of January 1, 2022. The Company adopted ASC 842 using the modified retrospective transition method of adoption. Under this method, the cumulative effect of applying the new lease standard is recorded with no restatement of any comparative prior periods presented. As provided by ASC 842, the Company elected to record the required cumulative effect adjustments to the opening balance sheet in the period of adoption rather than in the earliest comparative period presented. The Company retrospectively adjusted the financial statements as of and for the three and six months ended June 30, 2022 to reflect the adoption of ASC 842. Accounting Pronouncements not yet adopted |
Short term investments | Short term investments The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity greater than three months at the time of purchase to be short term investments. The short term investments of $16,955 and $64,976 as of June 30, 2023 and December 31, 2022, respectively, consists of cash invested in money market accounts with maturities ranging between 1 and 12 months as of the reporting date. The amounts in these money market accounts are liquid and available for general use. Our short term investments are generally invested in commercial paper issued by highly credit worthy counter parties and government backed treasury bills. Investments are generally not FDIC insured and we take counter party risk on these investments. |
Earnout Liabilities | Earnout LiabilitiesIn connection with the business combination completed in July 2022 and pursuant to a sponsor letter agreement, ArcLight CTC Holdings II, L.P. (the "Sponsor") agreed to subject 10% of its Class A common stock (received as a result of the conversion of its ArcLight Class B ordinary shares immediately prior to the closing) to vesting and forfeiture conditions relating to VWAP targets for the Company's Class A common stock sustained over a period of 60 months following the closing. OPAL Fuels equity holders are eligible to receive an aggregate of 10,000,000 shares of Class B and Class D common stock upon the Company achieving each earn-out event during the earn-out period. The earnout awards (the "Earnout Awards") were recognized at fair value on the closing date and classified as a liability which is remeasured at each balance sheet date and any change in fair value is recognized in the Company's condensed consolidated statement of operations as part of change in fair value of derivative instruments, net. |
Redeemable non-controlling interests | Redeemable non-controlling interests Redeemable non-controlling interests represent the portion of OPAL Fuels that the Company controls and consolidates but does not own. The Redeemable non-controlling interest was created as a result of the Business Combination and represents 144,399,037 Class D Units issued by OPAL Fuels to the prior investors. The Company |
Net income per share | Net income per share The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period. The Company's diluted earnings per share includes effects of the Company's outstanding equity awards under the 2022 Plan (as defined elsewhere in these financial statements), Redeemable non-controlling interests (OPAL Fuels Class B units), redeemable preferred non-controlling interests, Sponsor Earnout Awards and OPAL Earnout Awards. |
Asset Retirement Obligation | Asset Retirement Obligation The Company accounts for asset retirement obligations in accordance with FASB ASC 410, Asset Retirement and Environmental Obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The fair value of the estimated asset retirement obligations is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The discounted asset retirement costs capitalized amounts are accreted over the life of the sublease or site lease agreement. Asset retirement obligations are deemed Level 3 fair value measurements as the inputs used to measure the fair value are unobservable. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions. |
Revenue Recognition | Revenue Recognition The Company’s revenue arrangements generally consist of a single performance obligation to transfer goods or services. Revenue from the sale of RNG, CNG and, electricity is recognized by applying the “right to invoice” practical expedient within the accounting guidance for Revenue from Contracts with Customers that allows for the recognition of revenue from performance obligations in the amount of consideration to which there is a right to invoice the customer and when the amount for which there is a right to invoice corresponds directly to the value transferred to the customer. For some public CNG Fueling Stations where there is no contract with the customer, the Company recognizes revenue at the point in time that the customer takes control of the fuel. The Company also performs maintenance services throughout the country. Maintenance consists of monitoring equipment and replacing parts as necessary to ensure optimum performance. Revenue from service agreements is recognized over time as services are provided. Capacity payments fluctuate based on peak times of the year and revenues from capacity payments are recognized monthly as earned. The Company has agreements with two natural gas producers ("Producers") to transport Producers' natural gas using the Company's RNG gathering system. The performance obligation is the delivery of Producers' natural gas to an agreed delivery point on an interstate gas pipeline. The quantity of natural gas transported for the Producers is measured at a certain specified meter. The price is fixed at contracted rates and the Producers pay approximately 30 days after month-end. As such, transportation sales are recognized over time, using the output method to measure progress. The Company provides credit monetization services to customers that own renewable gas generation facilities. The Company recognizes revenue from these services as the credits are minted on behalf of the customer. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as a current asset based on their estimated fair value at contract inception. When the Company receives RINs or LCFSs as payment for providing credit monetization services, it records the non-cash consideration in environmental credits held for sale within the condensed consolidated balance sheet based on the fair value of RINs or LCFSs at contract commencement. On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra for the Environmental Attributes generated by the RNG Fuels business. Under this agreement, the Company plans to sell a minimum of 90% of the Environmental Attributes generated and will receive net proceeds based on the agreed upon price less a specified discount. A specified volume of Environmental Attributes sold per quarter will incur a fee per Environmental Attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the three months ended June 30, 2023 and 2022, the Company earned net revenues after discount and fees of $11,852 and $16,792, respectively under this contract which was recorded as part of Revenues - RNG fuel and Fuel Station Services. For the six months ended June 30, 2023 and 2022, the Company earned net revenues after discount and fees of $18,060 and $29,688, respectively. Sales of Environmental Attributes such as RINs, RECs, and LCFS are generally recorded as revenue when the certificates related to them are delivered to a buyer. However, the Company may recognize revenue from the sale of such Environmental Attributes at the time of the related RNG or renewable power sales when the contract provides that title to the Environmental Attributes transfers at the time of production, the Company's price to the buyer is fixed, and collection of the sales proceeds occurs within 60 days after generation of the renewable power. Management operating fees are earned for the operation, maintenance, and repair of the gas collection system of a landfill site. Revenue is calculated on the volume of per million British thermal units of LFG collected and the megawatt hours ("MWhs") produced at that site. This revenue is recognized when LFG is collected and renewable power is delivered. The Company has various fixed price contracts for the construction of Fueling Stations for customers. Revenues from these contracts, including change orders, are recognized over time, with progress measured by the percentage of costs incurred to date compared to estimated total costs for each contract. This method is used as management considers costs incurred to be the best available measure of progress on these contracts. Costs capitalized to fulfill certain contracts were not material in any of the periods presented. The Company owns Fueling Stations for use by customers under fuel sale agreements. The Company bills these customers at an agreed upon price for each gallon sold and recognizes revenue based on the amounts invoiced in accordance with the "right to invoice" practical expedient. For some public stations where there is no contract with the customer, the Company recognizes revenue at the point-in-time that the customer takes control of the fuel. The Company from time-to-time enters into fuel purchase agreements with customers whereby the Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. In accordance with the standards of ASC 840, Leases , the Company has concluded these agreements meet the criteria for a lease and are classified as operating leases. Typically, these agreements do not require any minimum consumption amounts and, therefore, no minimum payments. Upon adoption of ASC 842, the Company adopted the practical expedient not to reassess the classification. For additional information on lease revenues earned, please see Note 8. Leases. |
Income Taxes | Income Taxes As a result of the Business Combination, the Company is the sole managing member of OPAL Fuels. OPAL Fuels is a limited liability company that is treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income taxes. Any taxable income or loss generated by OPAL Fuels is passed through to and included in the taxable income or loss of its members, including the Company, on a pro-rata basis, subject to applicable tax regulations. The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s condensed consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company calculates the interim tax provision in accordance with the provisions of ASC Subtopic 740-270, Income Taxes; Interim Reporting. For interim periods, the Company estimates the annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and trade receivables. The Company places its cash with high credit quality financial institutions located in the United States of America. The Company performs ongoing credit evaluations of its customers. |
Equity Method Investments | The Company uses the equity method to account for investments in affiliates that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company's investments in these nonconsolidated affiliates are reflected in the Company's condensed consolidated balance sheets under the equity method, and the Company's proportionate net (loss) income, if any, is included in the Company's condensed consolidated statements of operations as (loss) income from equity method investments. |
Leases | LeasesThe following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the Adoption Date. Included in Fuel Station Service revenues are $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively. It includes $526 and $1,050 related to the lease portion of the FPAs for the three and six months ended June 30, 2022, respectively. Included in Renewable Power revenues are $264 and $595 related to the lease element of the PPAs for the three and six months ended June 30, 2023, respectively. Includes $16 and $630 related to the lease element of the PPAs for the three and six ended June 30, 2022, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MS Digester ("MS") and VS Digester ("VS"). – the lease at Beacon facility is for 20 years at a monthly rent of $11. – the lease term for MD and VS is for a period of 20 years from their commercial operation date at a quarterly rent of $125. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The rent for the lease is $26 per month with a built in escalation to $27 from February 1, 2022 to February 1, 2023, $43 from February 1, 2023 - February 1, 2024, $45 from February 1 2024 - February 1, 2025 and $46 for the remaining lease term. The Company accounted for the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of March 31, 2022. The Company currently shares office space with Fortistar and reimburses Fortistar on a monthly basis at a predetermined rate. The Company determined that this is not a lease under ASC 842 as there is no identifiable asset and the Company does not have the right to control the use of the office space. The Company determined that the three site leases and the one office lease are operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use the underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its condensed consolidated statement of operations for the three and six months ended June 30, 2023 and 2022. The lease expense for the office lease is recorded as part of Selling, general and administrative expenses in its condensed consolidated statement of operations for the three and months ended June 30, 2023 and 2022. Vehicle leases The Company leases approximately 65 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its condensed statement of operations for the three and six months ended June 30, 2023 and 2022. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. |
Leases | LeasesThe following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the Adoption Date. Included in Fuel Station Service revenues are $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively. It includes $526 and $1,050 related to the lease portion of the FPAs for the three and six months ended June 30, 2022, respectively. Included in Renewable Power revenues are $264 and $595 related to the lease element of the PPAs for the three and six months ended June 30, 2023, respectively. Includes $16 and $630 related to the lease element of the PPAs for the three and six ended June 30, 2022, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MS Digester ("MS") and VS Digester ("VS"). – the lease at Beacon facility is for 20 years at a monthly rent of $11. – the lease term for MD and VS is for a period of 20 years from their commercial operation date at a quarterly rent of $125. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The rent for the lease is $26 per month with a built in escalation to $27 from February 1, 2022 to February 1, 2023, $43 from February 1, 2023 - February 1, 2024, $45 from February 1 2024 - February 1, 2025 and $46 for the remaining lease term. The Company accounted for the change in the lease term as a lease modification and reassessed the right-of-use assets and corresponding lease liabilities as of March 31, 2022. The Company currently shares office space with Fortistar and reimburses Fortistar on a monthly basis at a predetermined rate. The Company determined that this is not a lease under ASC 842 as there is no identifiable asset and the Company does not have the right to control the use of the office space. The Company determined that the three site leases and the one office lease are operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use the underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its condensed consolidated statement of operations for the three and six months ended June 30, 2023 and 2022. The lease expense for the office lease is recorded as part of Selling, general and administrative expenses in its condensed consolidated statement of operations for the three and months ended June 30, 2023 and 2022. Vehicle leases The Company leases approximately 65 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its condensed statement of operations for the three and six months ended June 30, 2023 and 2022. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. |
Interest rate swaps and Commodity swap contracts | Interest rate swaps During August 2022, the Company entered into two interest rate swaps for the notional amount of $61,926 of OPAL Term Loan II at a fixed interest rate of 2.47% to hedge the SOFR-based floating interest rate. On August 16, 2022, the Company entered into a swaption for a notional amount of $13,074 with fixed rate of 2.32% with a maturity date of May 31, 2023. The Company accounted for the swaption as an economic hedge and included the change in the fair market value in the condensed consolidated statement of operations. The two interest rate swaps were designated and qualified as cash flow hedges. The Company uses interest rate swaps for the management of interest rate risk exposure, as an interest rate swap effectively converts a portion of the Company’s debt from a floating to a fixed rate. The interest rate swap is an agreement between the Company and counterparties to pay, in the future, a fixed-rate payment in exchange for the counterparties paying the Company a variable payment. The amount of the net payment obligation is based on the notional amount of the interest rate swap and the prevailing market interest rates. The Company may terminate the interest rate swaps prior to their expiration dates, at which point a realized gain or loss may be recognized, or may be amortized over the original life of the interest rate swap if the hedged debt remains outstanding. The value of the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move against the rate fixed for each swap. |
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 2 — defined as quoted prices for similar instruments in active market, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations for which all significant inputs are observable market data; Level 3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of an input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The Company values its energy commodity swap contracts based on the applicable geographical market energy forward curve. The forward curves are derived based on the quotes provided by New York Mercantile Exchange, Amerex Energy Services and Tradition Energy. The Company does not consider that the pricing index used involves significant judgement on the part of management. Therefore, the Company classifies these commodity swap contracts within Level 2 of the valuation hierarchy based on the observable market rates used to determine fair value. |
Variable Interest Entities | We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and we reassess whether we are the primary beneficiary of a VIE on an ongoing basis. Our determination of whether we are the primary beneficiary of a VIE is based upon the facts and circumstances for each VIE and requires judgment. Our considerations in determining the VIE's most significant activities and whether we have power to direct those activities include, but are not limited to, the VIE's purpose and design and the risks passed through to investors, the voting interests of the VIE, management, service and/or other agreements of the VIE, involvement in the VIE's initial design, and the existence of explicit or implicit financial guarantees. If we are the party with the power over the most significant activities, we meet the "power" criteria of the primary beneficiary. If we do not have the power over the most significant activities or we determine that all significant decisions require consent of a third-party, we do not meet the "power" criteria of the primary beneficiary. We assess our variable interests in a VIE both individually and in aggregate to determine whether we have an obligation to absorb losses of or a right to receive benefits from the VIE that could potentially be significant to the VIE. The determination of whether our variable interest is significant to the VIE requires judgment. In determining the significance of our variable interest, we consider the terms, characteristics and size of the variable interests, the design and characteristics of the VIE, our involvement in the VIE, and our market-making activities related to the variable interests. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents, and restricted cash consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, Current assets: Cash and cash equivalents $ 21,595 $ 40,394 Restricted cash - current (1) 228 32,402 Long-term assets: Restricted cash held as collateral (2) 5,303 4,425 Total cash, cash equivalents, and restricted cash $ 27,126 $ 77,221 (1) Restricted cash - current as of June 30, 2023 primarily relates to interest reserve on the Sunoma Loan. Restricted cash - current as of December 31, 2022 primarily consists of (i) $16,849 held in escrow to secure the Company's purchase obligations under the forward purchase agreement with Meteora (ii) $5,845 equity contribution to a joint venture in connection with the closing of OPAL Term Loan II (iii) $1,127 relates to interest reserve on the Sunoma Loan and (iv) |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents, and restricted cash consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, Current assets: Cash and cash equivalents $ 21,595 $ 40,394 Restricted cash - current (1) 228 32,402 Long-term assets: Restricted cash held as collateral (2) 5,303 4,425 Total cash, cash equivalents, and restricted cash $ 27,126 $ 77,221 (1) Restricted cash - current as of June 30, 2023 primarily relates to interest reserve on the Sunoma Loan. Restricted cash - current as of December 31, 2022 primarily consists of (i) $16,849 held in escrow to secure the Company's purchase obligations under the forward purchase agreement with Meteora (ii) $5,845 equity contribution to a joint venture in connection with the closing of OPAL Term Loan II (iii) $1,127 relates to interest reserve on the Sunoma Loan and (iv) |
Changes in the Asset Retirement Obligation | The changes in the asset retirement obligations were as follows as of June 30, 2023: June 30, Balance, December 31, 2022 - Current and non-current $ 6,256 Accretion expense 205 Total asset retirement obligation 6,461 Less: current portion (1,296) Total asset retirement obligation, net of current portion $ 5,165 |
Disaggregation of Revenue By Product Line | The following table shows the disaggregation of revenue according to product line: Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Renewable power sales $ 8,392 $ 10,057 $ 17,996 $ 17,539 Third party construction 15,093 12,946 22,247 22,816 Service 4,000 4,038 8,904 8,430 Brown gas sales 7,821 6,452 15,351 10,968 Environmental credits 17,691 18,217 30,368 38,795 Parts sales 1,149 491 1,336 977 Operating agreements — 308 — 893 Other — 166 — 166 Total revenue from contracts with customers 54,146 52,675 96,202 100,584 Lease revenue 896 542 1,797 1,680 Total revenue $ 55,042 $ 53,217 $ 97,999 $ 102,264 |
Schedule of Other Income | The following table shows the items consisting of items recorded as Other income: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Loss on warrant exchange $ — $ — $ (338) $ — Gain on deconsolidation of VIEs (1) 122,873 — 122,873 — Gain on transfer of non-financial asset in exchange for services received (2) 236 — 506 — Other income $ 123,109 $ — $ 123,041 $ — (1) Represents non-cash gain on deconsolidation of Emerald and Sapphire on May 30, 2023. (2) Represents the fair value of RINs transferred as consideration for services received. |
Receivables, Contract Assets and Contract Liabilities From Contracts With Customers | The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers: June 30, December 31, Accounts receivable, net $ 26,821 $ 31,083 Contract assets: Cost and estimated earnings in excess of billings $ 9,449 $ 7,027 Accounts receivable retainage, net 3,064 2,744 Contract assets total $ 12,513 $ 9,771 Contract liabilities: Billings in excess of costs and estimated earnings $ 6,220 $ 8,013 Contract liabilities total $ 6,220 $ 8,013 |
Investments in Other Entities (
Investments in Other Entities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Equity Method Investments | The following table shows the change in Investment in Other Entities: Pine Bend Paragon Noble Road GREP Total Percentage of ownership 50 % 50 % 50 % 20 % Balance at December 31, 2022 $ 22,518 $ — $ 25,165 $ 4,082 $ 51,765 Deconsolidation of Emerald and Sapphire — 34,662 — — 34,662 Deconsolidation of deferred financing costs and capitalized interest — 1,383 — — 1,383 Net income from equity method investment (1) 318 (197) 1,080 (436) 765 Reclassification of adjustments into earnings — — — (334) (334) Distributions from return of investment in equity method investment (1,000) (3,585) (2,650) (521) (7,756) Accumulated other comprehensive income — 109 — — 109 Gain on deconsolidation of Emerald and Sapphire (2) — 122,873 — — 122,873 Amortization of basis difference (1) (171) — (887) — (1,058) Balance at June 30, 2023 $ 21,665 $ 155,245 $ 22,708 $ 2,791 $ 202,409 ( 1) Reflected in Income from equity method investments in the condensed consolidated statement of operations for the three and six months ended June 30, 2023 and 2022. (2) Recorded as part of Other income in our condensed consolidated statement of operations for the three and six months ended June 30, 2023. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue $ 6,925 $ 4,793 $ 14,464 $ 5,089 Gross profit 8,225 2,603 9,876 1,612 Net loss (2,686) (564) (2,899) (1,741) Net (loss) income from equity method investments $ (998) $ 621 $ (293) $ (36) |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant, and Equipment, Net | Property, plant, and equipment, net, consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, Plant and equipment $ 204,215 $ 201,655 CNG/RNG fueling stations 44,057 34,567 Construction in progress (1) 134,719 152,105 Buildings 2,585 2,585 Land 1,303 1,303 Service equipment 2,132 1,888 Leasehold improvements 815 815 Vehicles 255 313 Office furniture and equipment 307 307 Computer software 277 277 Vehicles - finance leases 1,287 1,236 Other 524 487 392,476 397,538 Less: accumulated depreciation (104,049) (100,215) Property, plant, and equipment, net $ 288,427 $ 297,323 (1) Includes $4,101 and $3,081 of capitalized interest on our OPAL Term Loan facility as of June 30, 2023 and December 31, 2022. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets with Definite Lives | Intangible assets, net, consisted of the following at June 30, 2023 and December 31, 2022: June 30, 2023 Cost Accumulated Intangible Weighted Power purchase agreements $ 8,999 $ (7,762) $ 1,237 18.1 Transmission/distribution interconnection 1,600 (995) 605 15.1 Intellectual property 43 (31) 12 5.0 Total intangible assets $ 10,642 $ (8,788) $ 1,854 December 31, 2022 Cost Accumulated 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 |
Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets | At June 30, 2023, estimated future amortization expense for intangible assets is as follows: Six months ended December 31, 2023 $ 235 Fiscal year: 2024 267 2025 267 2026 239 2027 238 Thereafter 608 $ 1,854 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table summarizes the changes in goodwill, if any, by reporting segment from the beginning of the period to the end of the period: RNG Fuel Fuel Station Services Total Balance at December 31, 2022 $ 51,155 $ 3,453 $ 54,608 Balance at June 30, 2023 $ 51,155 $ 3,453 $ 54,608 |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | The following table summarizes the borrowings under the various debt facilities as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Senior Secured Credit Facility, term loan $ — $ 15,250 Less: unamortized debt issuance costs — — Less: current portion — (15,250) Senior Secured Credit Facility, term loan, net of debt issuance costs — — Senior Secured Credit Facility, working capital facility — 7,500 Less: current portion — (7,500) Senior Secured Credit Facility, working capital facility — — OPAL Term Loan 92,224 96,090 Less: unamortized debt issuance costs (1,282) (1,758) Less: current portion (27,732) (27,732) OPAL Term Loan, net of debt issuance costs 63,210 66,600 Sunoma Loan 23,000 23,000 Less: unamortized debt issuance costs (883) (908) Less: current portion (1,169) (380) Sunoma Loan, net of debt issuance costs 20,948 21,712 Convertible Note Payable 29,671 28,528 Less: current portion (29,671) (28,528) Convertible Note Payable — — Municipality Loan — 76 Less: current portion — (76) Municipality Loan — — Non-current borrowings total $ 84,158 $ 88,312 |
Schedule of Principal Maturities of Debt | As of June 30, 2023, principal maturities of debt are expected as follows, excluding any subsequent refinancing transactions and any undrawn debt facilities as of the date of the condensed consolidated balance sheets: OPAL Term Loan Sunoma Loan Convertible Note Payable (1) Total Six months ending December 31, 2023 $ 13,866 $ 380 $ 29,671 $ 43,917 Fiscal year: 2024 27,732 1,608 — 29,340 2025 50,626 1,743 — 52,369 2026 — 1,883 — 1,883 2027 — 17,386 — 17,386 $ 92,224 $ 23,000 $ 29,671 $ 144,895 |
Schedule of Interest Expense on Borrowings | The following table summarizes the Company's total interest expense for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Senior Secured Credit Facility $ — $ 862 $ 282 $ 1,442 Convertible Note Payable mark-to-market 580 1,090 1,143 2,110 Sunoma Loan 450 401 894 911 OPAL Term Loan (1) — 887 19 1,743 Commitment fees and other finance fees 184 103 312 204 Amortization of deferred financing cost 345 460 795 898 Interest expense on finance leases 21 7 37 13 Interest income (624) (445) (1,885) (899) Total interest expense $ 956 $ 3,365 $ 1,597 $ 6,422 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Right-Of-Use Assets And Lease Liabilities | Right-of-use assets and Lease liabilities as of June 30, 2023 and December 31, 2022 are as follows: Description Location in Balance Sheet June 30, 2023 December 31, 2022 Assets: Operating leases (1) : Site leases Right-of-use assets $ 10,251 $ 10,338 Office lease Right-of-use assets 1,190 1,406 11,441 11,744 Finance leases (1) : Vehicle leases Property, plant and equipment, net 1,287 1,236 12,728 12,980 Liabilities (1) : Sites leases Lease liabilities - current portion 192 181 Office lease Lease liabilities - current portion 489 449 Vehicle leases Accrued expenses and other current liabilities 455 449 1,136 1,079 Sites leases Lease liabilities - non-current portion 10,065 10,135 Office lease Lease liabilities - non-current portion 859 1,110 Vehicle leases Other long-term liabilities 856 825 $ 11,780 $ 12,070 (1) The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 2.30% to 5.40%. The table below presents components of the Company's lease expense for the three and six months ended June 30, 2023 and 2022: Description Location in Statement of Operations Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease expense for site leases Cost of sales - RNG Fuel $ 263 $ 261 $ 526 $ 524 Operating lease expense for office lease Selling, general, administrative expenses 121 121 242 242 Amortization of right-of-use assets - finance leases Depreciation, amortization and accretion expense 141 81 281 164 Interest expense on lease liabilities - finance leases Interest and financing expense, net 21 7 37 13 $ 546 $ 470 $ 1,086 $ 943 The Company does not have material short term lease expense for the three and six months ended June 30, 2023 and 2022. The Company did not enter into any operating leases greater than 12 months for the three months ended June 30, 2023. Weighted average remaining lease term (years) June 30, 2023 Operating leases 18.4 years Financing leases 2.9 years Weighted average discount rate Operating leases 7.95 % Financing leases 6.17 % |
Future Minimum Lease Payments - Operating Leases | The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of June 30, 2023: Site leases Office leases Vehicle leases Total Discount rate upon adoption 5.4 % 2.3 % 7.6 % 2023 $ 522 $ 261 $ 519 $ 1,302 2024 1,044 540 514 2,098 2025 1,044 562 408 2,014 2026 1,044 47 252 1,343 2027 and beyond 17,913 — 23 17,936 21,567 1,410 1,716 24,693 Present value of lease liability 10,257 1,348 1,311 12,916 Lease liabilities - current portion 192 489 455 1,136 Lease liabilities - non-current portion 10,065 859 856 11,780 Total lease liabilities $ 10,257 $ 1,348 $ 1,311 $ 12,916 Discount based on incremental borrowing rate $ 11,310 $ 62 $ 405 $ 11,777 |
Future Minimum Lease Payments - Finance Leases | The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of June 30, 2023: Site leases Office leases Vehicle leases Total Discount rate upon adoption 5.4 % 2.3 % 7.6 % 2023 $ 522 $ 261 $ 519 $ 1,302 2024 1,044 540 514 2,098 2025 1,044 562 408 2,014 2026 1,044 47 252 1,343 2027 and beyond 17,913 — 23 17,936 21,567 1,410 1,716 24,693 Present value of lease liability 10,257 1,348 1,311 12,916 Lease liabilities - current portion 192 489 455 1,136 Lease liabilities - non-current portion 10,065 859 856 11,780 Total lease liabilities $ 10,257 $ 1,348 $ 1,311 $ 12,916 Discount based on incremental borrowing rate $ 11,310 $ 62 $ 405 $ 11,777 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Swaps | The following table summarizes the interest rate swaps in place as of June 30, 2023 and December 31, 2022: Interest rate swap detail Notional Amount Trade date Fixed rate Start date End date June 30, 2023 December 31, 2022 August 15, 2022 2.47 % June 28, 2024 August 4, 2027 $ — 41,284 August 15, 2022 2.47 % June 28, 2024 August 4, 2027 — 20,642 $ — $ 61,926 |
Derivatives Fair Values on Balance Sheet | The location and amounts of interest rate swaps and their fair values in the condensed consolidated balance sheets are: June 30, 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 Derivatives designated as cash flow hedges: Long term portion of the interest rate swaps — 954 Derivative financial assets, non-current $ — $ 1,136 The following table summarizes the derivative assets and liabilities related to commodity swaps as of June 30, 2023 and December 31, 2022: Fair Value Location of Fair value recognized in Balance Sheet June 30, 2023 December 31, 2022 Derivatives designated as economic hedges Current portion of unrealized gain on commodity swaps $ 365 $ — Derivative financial asset, current portion Non-current portion of unrealized gain on commodity swaps $ 267 $ — Derivative financial asset, non-current portion Current portion of unrealized loss on commodity swaps $ — $ (130) Derivative financial liability, current portion |
Effect of Derivative Instruments on Statement of Operations | The effect of interest rate swaps on the condensed consolidated statement of operations were as follows: Three Months Ended June 30, Six Months Ended Location of (Loss) Gain Recognized in Operations from Derivatives 2023 2022 2023 2022 Interest rate swaps $ — $ 7 $ — $ 626 Swaption 20 — (46) — Net periodic settlements 812 (571) 812 (954) $ 832 $ (564) $ 766 $ (328) Change in fair value of derivative instruments, net Derivatives not designated as hedging instruments Location of (loss) gain recognized Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Commodity swaps - realized (loss) gain Revenues - Renewable power $ 509 $ (224) $ 880 $ (187) Commodity swaps - unrealized gain (loss) Revenues - Renewable power (160) (102) 762 (936) Total realized and unrealized gain (loss) Revenues - Renewable power $ 349 $ (326) $ 1,642 $ (1,123) |
Fair Value of Derivative Instruments on Balance Sheet and Effect of Netting Arrangements | The following table summarizes the fair value of derivative instruments on the Company's condensed consolidated balance sheets and the effect of netting arrangements and collateral on its financial position: Gross Amounts Gross Amounts Net Amounts of Balance, June 30, 2023: Interest rate swap asset $ — $ — $ — Swaption asset — — — $ — $ — $ — Balance, December 31, 2022: Interest rate swap asset $ 954 $ — $ 954 Swaption asset 182 — 182 $ 1,136 $ — $ 1,136 |
Fair Value of Derivative Instruments on Balance Sheet and Effect of Netting Arrangements | The following table summarizes the fair value of derivative instruments on the Company's condensed consolidated balance sheets and the effect of netting arrangements and collateral on its financial position: Gross Amounts Gross Amounts Net Amounts of Balance, June 30, 2023: Interest rate swap asset $ — $ — $ — Swaption asset — — — $ — $ — $ — Balance, December 31, 2022: Interest rate swap asset $ 954 $ — $ 954 Swaption asset 182 — 182 $ 1,136 $ — $ 1,136 |
Summary of Commodity Swaps And Other Derivatives | The following table summarizes the commodity swaps in place as of June 30, 2023 and December 31, 2022. There were no new commodity swap contracts entered during the three months ended June 30, 2023. Trade Date Period From Period To Notional Quantity per Year (“MWh”) Average Contract Price (per MWh) October 17, 2022 January 1, 2023 December 31, 2024 70,176 $ 68.50 October 17, 2022 January 1, 2023 December 31, 2024 26,280 $ 65.50 November 17, 2022 January 1, 2023 December 31, 2024 35,088 $ 81.50 The following table summarizes the effect of change in fair value of other derivative liabilities on the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022: Derivative liability Three Months Ended June 30, Six Months Ended June 30, Location of (Loss) Gain Recognized in Operations from Derivatives 2023 2022 2023 2022 Put option to Meteora $ — $ — $ (311) $ — Sponsor Earnout Awards (172) — 138 — OPAL Earnout Awards 500 — 4,500 — $ 328 $ — $ 4,327 $ — Change in fair value of derivative instruments, net |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of June 30, 2023 and December 31, 2022, set forth by level, within the fair value hierarchy: Fair value as of June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 6,461 $ 6,461 Convertible Note Payable — 29,091 — 29,091 Earnout liabilities — — 4,153 4,153 Assets: Short term investments 16,955 — — 16,955 Commodity swap contracts — 632 — 632 Fair value as of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 6,256 $ 6,256 Convertible Note Payable (1) — 28,528 28,528 Put option with Meteora — — 4,466 4,466 Commodity swap contracts — 130 — 130 Earnout liabilities — — 8,790 8,790 Assets: Short term investments 64,976 — — 64,976 Swaption — 182 — 182 Commodity swap contracts — 954 — 954 (1) The fair value of Convertible Note Payable as of December 31, 2022, represents the outstanding principal and paid-in-kind interest. Therefore it did not have any unobservable inputs which required the Company to develop its own assumptions. The methodology for calculating the fair value has changed as of December 31, 2022 as the prepayment penalty was cancelled upon consummation of Business Combination. Therefore, the Convertible Note Payable has been transferred from Level 3 to Level 2. |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Staffing and management services $ 412 $ 632 $ 987 $ 1,105 Rent - fixed compensation 164 91 329 274 IT services 731 546 1,457 1,085 Total $ 1,307 $ 1,269 $ 2,773 $ 2,464 |
Reportable Segments and Geogr_2
Reportable Segments and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Total Revenues by Segment | The Company has determined that each of the four operating segments meets the characteristics of a reportable segment under U.S. GAAP. The Company's activities and assets that are not associated with the four reportable segments are summarized in the "Other" category below. These include corporate investment income, interest income and interest expense, income tax expense, and other non-allocated costs. Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Revenues: Renewable Power $ 8,672 $ 10,451 $ 18,590 $ 20,088 RNG Fuel 23,356 22,070 43,089 40,168 Fuel Station Services 34,138 27,822 58,730 51,992 Other (1) — 91 — 127 Intersegment (4,199) (2,424) (7,946) (5,022) Equity Method Investment(s) (6,925) (4,793) (14,464) (5,089) $ 55,042 $ 53,217 $ 97,999 $ 102,264 ____________ (1) Other includes revenues of Fortistar Contracting LLC. |
Schedule of Interest Expense on Borrowings, Depreciation, Amortization and Accretion and Cash Paid for Purchases, Plant and Equipment | Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Interest and Financing Expense, Net: Renewable Power $ 6 $ (1,202) $ (258) $ (2,119) RNG Fuel (718) 37 (1,373) (51) Fuel Station Services 83 (8) 93 (14) Corporate (327) (2,192) (59) (4,238) $ (956) $ (3,365) $ (1,597) $ (6,422) Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Depreciation, Amortization, and Accretion: Renewable Power $ 1,449 $ 1,309 $ 2,901 $ 3,107 RNG Fuel 2,292 1,694 4,316 2,820 Fuel Station Services 848 637 1,638 1,303 Other (1) 11 31 27 64 Equity Method Investment(s) (972) (346) (1,687) (573) $ 3,628 $ 3,325 $ 7,195 $ 6,721 (1) Other includes amortization of intangible assets and depreciation expense not allocated to any segment. Six Months Ended 2023 2022 Cash paid for Purchases of Property, Plant, and Equipment: Renewable Power $ — $ 1,300 Fuel Station Services 12,356 3,463 RNG Fuel 59,653 49,698 $ 72,009 $ 54,461 |
Schedule of Net Income (Loss) | Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Net income (loss) Renewable Power $ (741) $ (91) $ (1,644) $ (2,169) RNG Fuel 7,291 14,188 8,468 16,106 Fuel Station Services 1,858 (3,605) 1,899 950 Corporate 106,640 (11,455) 98,274 (19,660) Equity Method Investment(s) (998) 621 (293) (36) $ 114,050 $ (342) $ 106,704 $ (4,809) |
Total Assets | June 30, December 31, Total Assets: Renewable Power $ 40,948 $ 43,468 RNG Fuel 282,854 347,750 Fuel Station Services 120,280 119,669 Corporate and other 25,454 82,204 Equity Method Investment(s) 202,409 51,765 $ 671,945 $ 644,856 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The amount of assets that can only be used to settle obligations of the VIEs are parenthesized in the condensed consolidated balance sheets and are included in the asset totals listed in the table below. As of As of Assets Current assets: Cash and cash equivalents $ 906 $ 12,506 Accounts receivable, net 846 966 Restricted cash - current 228 6,971 Environmental credits held for sale 29 — Prepaid expenses and other current assets 186 415 Total current assets 2,195 20,858 Property, plant and equipment, net 27,043 73,140 Restricted cash, non-current 2,790 2,923 Total assets $ 32,028 $ 96,921 Liabilities and equity Current liabilities: Accounts payable $ 384 $ 4,896 Accounts payable, related party 1,108 433 Accrued capital expenses — 7,821 Accrued expenses 272 646 Sunoma Loan- current portion 1,169 380 Total current liabilities 2,933 14,176 Sunoma loan, net of debt issuance costs 20,948 21,712 Total liabilities 23,881 35,888 Equity Stockholders' equity 7,244 34,588 Non-redeemable non-controlling interests 903 26,445 Total equity 8,147 61,033 Total Liabilities and Equity $ 32,028 $ 96,921 |
Redeemable non-controlling in_2
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Changes in Redeemable Preferred Units | The following table summarizes the changes in the redeemable preferred non-controlling interests which represent Series A and Series A-1 preferred units outstanding at OPAL Fuels level from December 31, 2022 to June 30, 2023: Series A-1 preferred units Series A preferred units Units Amount Units Amount Total Balance, December 31, 2022 300,000 $ 32,736 1,000,000 $ 105,406 $ 138,142 Series A units issued by OPAL Fuels — — — — — Paid-in-kind dividends attributable to OPAL Fuels — 1,105 — 3,556 4,661 Paid-in kind dividends attributable to Class A common stockholders — 225 — 726 951 Balance, June 30, 2023 300,000 $ 34,066 1,000,000 $ 109,688 $ 143,754 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Equity Awards | A summary of the equity awards under the 2022 Plan for the six months ended June 30, 2023 is as follows: Number of Units outstanding Weighted Average Grant Date Fair Value Aggregate Fair Value (in thousands) Restricted Stock Units: Unvested awards as of December 31, 2022 422,349 $ 7.94 Granted 1,038,347 6.98 Forfeitures (41,664) 7.49 Restricted Stock Units outstanding as of June 30, 2023 1,419,032 $ 7.25 $ 10,284 Stock Options: Unvested awards as of December 31, 2022 — — Granted 196,961 $ 5.26 Stock Options outstanding as of June 30, 2023 196,961 $ 5.26 $ 1,036 Performance Stock Units: Unvested awards as of December 31, 2022 — Granted 274,617 $ 6.97 Forfeitures (4,089) $ 6.97 Performance Stock Units outstanding as of June 30, 2023 270,528 $ 6.97 $ 1,886 Total unvested awards outstanding as of June 30, 2023 1,886,521 $ 7.00 $ 13,206 |
Stock-based Compensation Expense | Stock-based compensation expense for all stock awards included in Selling, general and administrative expenses: Three Months Ended June 30, Six Months Ended 2023 2022 2023 2022 Stock-based compensation expense $ 1,877 $ 160 $ 2,848 $ 320 $ 1,877 $ 160 $ 2,848 $ 320 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Unit | The following table summarizes the calculation of basic and diluted net loss per share: Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Net income attributable to Class A common stockholders 17,924 $ 16,345 Weighted average number of shares of Class A common stock - basic 26,977,682 27,179,488 Dilutive effect of stock options, restricted stock units, performance units, Convertible note payable, earnout shares, Redeemable preferred non-controlling interests, Redeemable non-controlling interests 270,957 377,212 Weighted average number of shares of Class A common stock - diluted 27,248,639 27,556,700 Net loss per share of Class A common stock Basic $ 0.66 $ 0.60 Diluted $ 0.66 $ 0.59 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||
Jan. 26, 2023 shares | Jan. 23, 2023 USD ($) $ / shares shares | Jul. 21, 2022 USD ($) $ / shares shares | Jul. 20, 2022 shares | Jun. 30, 2023 USD ($) producer variable_interest_entity | Mar. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) producer variable_interest_entity | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) producer variable_interest_entity | Dec. 31, 2022 USD ($) variable_interest_entity shares | May 30, 2023 | May 29, 2023 variable_interest_entity | Nov. 29, 2021 | |
Revenue from External Customer [Line Items] | ||||||||||||||
Number of variable interest entities consolidated | variable_interest_entity | 2 | 2 | 2 | 4 | 2 | |||||||||
Restricted cash held in escrow | $ 16,849 | |||||||||||||
Cash held in restricted account | 8,581 | |||||||||||||
Short term investments | $ 16,955 | $ 16,955 | $ 16,955 | 64,976 | ||||||||||
Contingent consideration (in shares) | shares | 10,000,000 | |||||||||||||
Gain on Earnout Awards | 327 | 4,638 | ||||||||||||
Earn out liabilities | 4,153 | 4,153 | 4,153 | $ 8,790 | ||||||||||
Stock issued (in shares) | shares | 1,000,000 | |||||||||||||
Fair value of shares acquired | $ 11,614 | |||||||||||||
Allowance for doubtful accounts | 0 | 0 | 0 | $ 0 | ||||||||||
Estimated value of total asset retirement obligation | $ 6,461 | $ 6,461 | $ 6,461 | 6,256 | ||||||||||
Number of natural gas producers | producer | 2 | 2 | 2 | |||||||||||
Net revenues after discount under purchase and sales agreement | $ 55,042 | $ 53,217 | $ 97,999 | $ 102,264 | ||||||||||
Revenue recognized included in contract liabilities | 8,013 | $ 9,785 | ||||||||||||
Backlog | $ 43,063 | $ 43,063 | $ 43,063 | |||||||||||
Paragon | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Percentage of ownership | 50% | 50% | 50% | 50% | ||||||||||
Class D common stock | Opal Fuels | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Stock issued (in shares) | shares | 144,399,037 | |||||||||||||
Redeemable non-controlling interests | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Change in redemption value of Redeemable non-controlling interests | $ 7,720 | $ 1,068,274 | ||||||||||||
Sponsor Letter Agreement | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Percentage of common stock subject to vesting and forfeiture conditions | 10% | |||||||||||||
Common stock subject to vesting and forfeiture conditions, period | 60 months | |||||||||||||
Sunoma Loan | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Interest reserve | 1,127 | |||||||||||||
Opal Term Loan II | Secured Debt | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Contribution to joint venture | $ 5,845 | |||||||||||||
Emerald And Sapphire | Paragon | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Percentage of ownership transferred | 50% | |||||||||||||
Meteora | Forward Purchase Agreement | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Contingent consideration (in shares) | shares | 2,000,000 | |||||||||||||
Contingent consideration, escrow | $ 16,391 | $ 20,040 | ||||||||||||
Contingent consideration, price (in dollars per share) | $ / shares | $ 10.02 | $ 10.02 | ||||||||||||
Contingent consideration period | 6 months | |||||||||||||
Fair value of shares acquired | $ 11,614 | $ 11,614 | ||||||||||||
Closing share price (in dollars per share) | $ / shares | $ 7.01 | |||||||||||||
Offset to derivative liabilities | $ 4,777 | $ 4,777 | $ 4,777 | |||||||||||
Meteora | Forward Purchase Agreement | ArcLight Class A Common STock | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Stock issued (in shares) | shares | 1,635,783 | 2,000,000 | 1,635,783 | |||||||||||
Sponsor | Class A common stock | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Forfeited shares (in shares) | shares | 197,258 | |||||||||||||
Accounts Payable | Supplier Concentration Risk | Two Vendors | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Concentration risk percentage | 45% | |||||||||||||
Accounts Payable | Supplier Concentration Risk | One Vendor | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Concentration risk percentage | 19% | |||||||||||||
Three Customers | Revenue Benchmark | Customer Concentration Risk | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Concentration risk percentage | 47% | 46% | ||||||||||||
Two Customers | Revenue Benchmark | Customer Concentration Risk | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Concentration risk percentage | 48.40% | 45% | ||||||||||||
Two Customers | Accounts Receivable | Customer Concentration Risk | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Concentration risk percentage | 24% | 44% | ||||||||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Backlog recognition period (in months) | 12 months | 12 months | 12 months | |||||||||||
Transferred over Time | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Percentage of revenue recognized over time | 27.40% | 24.30% | 22.70% | 22.30% | ||||||||||
RNG Fuel | NextEra | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Minimum of environmental attributes to be sold, percentage | 90% | |||||||||||||
Natural Gas, Renewable And Fuel Station Services | NextEra | ||||||||||||||
Revenue from External Customer [Line Items] | ||||||||||||||
Net revenues after discount under purchase and sales agreement | $ 11,852 | $ 16,792 | $ 18,060 | $ 29,688 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||||
Cash and cash equivalents | $ 21,595 | $ 40,394 | ||
Restricted cash - current | 228 | 32,402 | ||
Long-term assets: | ||||
Restricted cash held as collateral | 5,303 | 4,425 | ||
Total cash, cash equivalents, and restricted cash | $ 27,126 | $ 77,221 | $ 100,279 | $ 42,054 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Changes in the Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Asset retirement obligation, beginning balance | $ 6,256 | ||
Accretion expense | 205 | $ 155 | |
Asset retirement obligation, ending balance | 6,461 | ||
Less: current portion | (1,296) | $ (1,296) | |
Total asset retirement obligation, net of current portion | $ 5,165 | $ 4,960 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Disaggregation of Revenue By Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | $ 54,146 | $ 52,675 | $ 96,202 | $ 100,584 |
Lease revenue | 896 | 542 | 1,797 | 1,680 |
Total revenues | 55,042 | 53,217 | 97,999 | 102,264 |
Renewable power sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 8,392 | 10,057 | 17,996 | 17,539 |
Third party construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 15,093 | 12,946 | 22,247 | 22,816 |
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 4,000 | 4,038 | 8,904 | 8,430 |
Brown gas sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 7,821 | 6,452 | 15,351 | 10,968 |
Environmental credits | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 17,691 | 18,217 | 30,368 | 38,795 |
Parts sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 1,149 | 491 | 1,336 | 977 |
Operating agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 0 | 308 | 0 | 893 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | $ 0 | $ 166 | $ 0 | $ 166 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Other Income (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | |||||
Loss on warrant exchange | $ (338) | $ 0 | $ 0 | $ (338) | $ 0 |
Gain on deconsolidation of VIEs | 122,873 | 0 | 122,873 | 0 | |
Gain on transfer of non-financial asset in exchange for services rendered | 236 | 0 | 506 | 0 | |
Other income | $ 123,109 | $ 0 | $ 123,041 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Receivables, Contract Assets and Contract Liabilities From Contracts With Customers (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Disaggregation of Revenue [Line Items] | ||
Accounts receivable | $ 26,821 | $ 31,083 |
Contract assets: | ||
Cost and estimated earnings in excess of billings | 9,449 | 7,027 |
Accounts receivable retainage, net | 3,064 | 2,744 |
Contract assets | 12,513 | 9,771 |
Contract liabilities: | ||
Billings in excess of costs and estimated earnings | 6,220 | 8,013 |
Contract liabilities | $ 6,220 | 8,013 |
Nonrelated Party | ||
Disaggregation of Revenue [Line Items] | ||
Accounts receivable | $ 31,083 |
Investments in Other Entities -
Investments in Other Entities - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
May 30, 2023 USD ($) deconsolidated_entity | Aug. 31, 2021 USD ($) | Jun. 30, 2023 USD ($) variable_interest_entity | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) variable_interest_entity | Jun. 30, 2022 USD ($) | May 29, 2023 variable_interest_entity | Dec. 31, 2022 USD ($) variable_interest_entity | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Number of variable interest entities consolidated | variable_interest_entity | 2 | 2 | 2 | 4 | ||||
Capitalized interest deconsolidated | $ 2,765 | |||||||
Number of deconsolidated entities | deconsolidated_entity | 2 | |||||||
Gain on deconsolidation of VIEs | $ 122,873 | $ 0 | $ 122,873 | $ 0 | ||||
Note receivable - variable fee component | $ 2,101 | $ 2,101 | $ 1,942 | |||||
Discount rate | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Measurement input | 14% | |||||||
RNG Fuel | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Number of deconsolidated entities | deconsolidated_entity | 2 | |||||||
Paragon | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Percentage of ownership | 50% | 50% | 50% | |||||
Gain on deconsolidation of VIEs | $ 122,873 | |||||||
Paragon | Emerald And Sapphire | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Percentage of ownership transferred | 50% | |||||||
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% | |||||||
Percentage of revenue based distributions of note receivable | 4.25% | |||||||
Maximum amount of revenue based distributions over term of debt | $ 4,500 | |||||||
Note receivable - variable fee component | $ 1,538 | |||||||
Decrease in interest and financing expense | $ 81 | $ 524 | $ 159 | $ 746 |
Investments in Other Entities_2
Investments in Other Entities - Summary of Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 30, 2023 | Aug. 31, 2021 | ||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Beginning balance | $ 51,765 | ||||||
Deconsolidation | [1] | $ 36,045 | |||||
Net income from equity method investment | 765 | ||||||
Reclassification of adjustments into earnings | (334) | ||||||
Distributions from return of investment in equity method investment | (7,756) | ||||||
Accumulated other comprehensive income | 109 | ||||||
Gain on deconsolidation of Emerald and Sapphire | 122,873 | $ 0 | 122,873 | $ 0 | |||
Amortization of basis difference | (1,058) | ||||||
Ending balance | $ 202,409 | 202,409 | |||||
Emerald And Sapphire | |||||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Deconsolidation | 34,662 | ||||||
Deferred Financing Costs And Capitalized Interest | |||||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Deconsolidation | $ 1,383 | ||||||
Pine Bend | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage of ownership | 50% | 50% | |||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Beginning balance | $ 22,518 | ||||||
Net income from equity method investment | 318 | ||||||
Reclassification of adjustments into earnings | 0 | ||||||
Distributions from return of investment in equity method investment | (1,000) | ||||||
Accumulated other comprehensive income | 0 | ||||||
Gain on deconsolidation of Emerald and Sapphire | 0 | ||||||
Amortization of basis difference | (171) | ||||||
Ending balance | $ 21,665 | 21,665 | |||||
Pine Bend | Emerald And Sapphire | |||||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Deconsolidation | 0 | ||||||
Pine Bend | Deferred Financing Costs And Capitalized Interest | |||||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Deconsolidation | $ 0 | ||||||
Paragon | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage of ownership | 50% | 50% | 50% | ||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Beginning balance | $ 0 | ||||||
Net income from equity method investment | (197) | ||||||
Reclassification of adjustments into earnings | 0 | ||||||
Distributions from return of investment in equity method investment | (3,585) | ||||||
Accumulated other comprehensive income | 109 | ||||||
Gain on deconsolidation of Emerald and Sapphire | 122,873 | ||||||
Amortization of basis difference | 0 | ||||||
Ending balance | $ 155,245 | 155,245 | |||||
Paragon | Emerald And Sapphire | |||||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Deconsolidation | 34,662 | ||||||
Paragon | Deferred Financing Costs And Capitalized Interest | |||||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Deconsolidation | $ 1,383 | ||||||
Noble Road | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage of ownership | 50% | 50% | |||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Beginning balance | $ 25,165 | ||||||
Net income from equity method investment | 1,080 | ||||||
Reclassification of adjustments into earnings | 0 | ||||||
Distributions from return of investment in equity method investment | (2,650) | ||||||
Accumulated other comprehensive income | 0 | ||||||
Gain on deconsolidation of Emerald and Sapphire | 0 | ||||||
Amortization of basis difference | (887) | ||||||
Ending balance | $ 22,708 | 22,708 | |||||
Noble Road | Emerald And Sapphire | |||||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Deconsolidation | 0 | ||||||
Noble Road | Deferred Financing Costs And Capitalized Interest | |||||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Deconsolidation | $ 0 | ||||||
GREP | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Percentage of ownership | 20% | 20% | 20% | ||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Beginning balance | $ 4,082 | ||||||
Net income from equity method investment | (436) | ||||||
Reclassification of adjustments into earnings | (334) | ||||||
Distributions from return of investment in equity method investment | (521) | ||||||
Accumulated other comprehensive income | 0 | ||||||
Gain on deconsolidation of Emerald and Sapphire | 0 | ||||||
Amortization of basis difference | 0 | ||||||
Ending balance | $ 2,791 | 2,791 | |||||
GREP | Emerald And Sapphire | |||||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Deconsolidation | 0 | ||||||
GREP | Deferred Financing Costs And Capitalized Interest | |||||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||||||
Deconsolidation | $ 0 | ||||||
[1]As of May 30, 2023, two of our RNG facilities, Emerald and Sapphire (defined below) were deconsolidated and accounted for under equity method as per ASC 323. Please see Note 4 Investment in Other entities and Note 12 Variable Interest Entities for additional information. |
Investments in Other Entities_3
Investments in Other Entities - Summary of Net Income (Loss) From Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | $ 55,042 | $ 53,217 | $ 97,999 | $ 102,264 |
Net loss | 114,050 | (342) | 106,704 | (4,809) |
Net (loss) income from equity method investments | (998) | 621 | (293) | (36) |
Equity Method Investment(s) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | 6,925 | 4,793 | 14,464 | 5,089 |
Gross profit | 8,225 | 2,603 | 9,876 | 1,612 |
Net loss | $ (2,686) | $ (564) | $ (2,899) | $ (1,741) |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, Net - Summary of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
May 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Vehicles - finance leases | $ 1,287 | $ 1,236 | |
Gross property, plant, equipment and finance leases | 392,476 | 397,538 | |
Less: accumulated depreciation | (104,049) | (100,215) | |
Property, plant, and equipment, net | 288,427 | 297,323 | |
Capitalized interest | $ 2,765 | ||
OPAL Term Loan | Secured Debt | |||
Property, Plant and Equipment [Line Items] | |||
Capitalized interest | 4,101 | 3,081 | |
Plant and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 204,215 | 201,655 | |
CNG/RNG fueling stations | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 44,057 | 34,567 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 134,719 | 152,105 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,585 | 2,585 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,303 | 1,303 | |
Service equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,132 | 1,888 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 815 | 815 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 255 | 313 | |
Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 307 | 307 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 277 | 277 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 524 | $ 487 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 3,372 | $ 3,239 | $ 6,677 | $ 6,279 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 10,642 | $ 11,449 |
Accumulated Amortization | (8,788) | (9,282) |
Intangible Assets, Net | 1,854 | 2,167 |
Power purchase agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 8,999 | 8,999 |
Accumulated Amortization | (7,762) | (7,488) |
Intangible Assets, Net | $ 1,237 | $ 1,511 |
Weighted Average Amortization Period (Years) | 18 years 1 month 6 days | 18 years 1 month 6 days |
Transmission/distribution interconnection | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,600 | $ 1,600 |
Accumulated Amortization | (995) | (971) |
Intangible Assets, Net | $ 605 | $ 629 |
Weighted Average Amortization Period (Years) | 15 years 1 month 6 days | 15 years 1 month 6 days |
CNG sales contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 807 | |
Accumulated Amortization | (799) | |
Intangible Assets, Net | $ 8 | |
Weighted Average Amortization Period (Years) | 10 years | |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 43 | $ 43 |
Accumulated Amortization | (31) | (24) |
Intangible Assets, Net | $ 12 | $ 19 |
Weighted Average Amortization Period (Years) | 5 years | 5 years |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 153 | $ 282 | $ 313 | $ 398 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Six months ended December 31, 2023 | $ 235 | |
2024 | 267 | |
2025 | 267 | |
2026 | 239 | |
2027 | 238 | |
Thereafter | 608 | |
Intangible Assets, Net | $ 1,854 | $ 2,167 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 54,608 |
Goodwill, ending balance | 54,608 |
RNG Fuel | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 51,155 |
Goodwill, ending balance | 51,155 |
Fuel Station Services | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 3,453 |
Goodwill, ending balance | $ 3,453 |
Borrowings - Schedule of Borrow
Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Non-current borrowings total | $ 84,158 | $ 88,312 |
Sunoma Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 23,000 | 23,000 |
Less: unamortized debt issuance costs | (883) | (908) |
Less: current portion | (1,169) | (380) |
Non-current borrowings total | 20,948 | 21,712 |
Convertible Note Payable | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 29,671 | 28,528 |
Less: current portion | (29,671) | (28,528) |
Non-current borrowings total | 0 | 0 |
Municipality Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 76 |
Less: current portion | 0 | (76) |
Non-current borrowings total | 0 | 0 |
OPAL Term Loan | OPAL Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 92,224 | 96,090 |
Less: unamortized debt issuance costs | (1,282) | (1,758) |
Less: current portion | (27,732) | (27,732) |
Non-current borrowings total | 63,210 | 66,600 |
OPAL Term Loan | Senior Secured Credit Facility, term loan | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 15,250 |
Less: unamortized debt issuance costs | 0 | 0 |
Less: current portion | 0 | (15,250) |
Non-current borrowings total | 0 | 0 |
Letter of Credit | Senior Secured Credit Facility, working capital facility | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 7,500 |
Less: current portion | 0 | (7,500) |
Non-current borrowings total | $ 0 | $ 0 |
Borrowings - Schedule of Princi
Borrowings - Schedule of Principal Maturities of Debt (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Instrument [Line Items] | |
Six months ending December 31, 2023 | $ 43,917 |
2024 | 29,340 |
2025 | 52,369 |
2026 | 1,883 |
2027 | 17,386 |
Total | 144,895 |
OPAL Term Loan | OPAL Term Loan | |
Debt Instrument [Line Items] | |
Six months ending December 31, 2023 | 13,866 |
2024 | 27,732 |
2025 | 50,626 |
2026 | 0 |
2027 | 0 |
Total | 92,224 |
Sunoma Loan | |
Debt Instrument [Line Items] | |
Six months ending December 31, 2023 | 380 |
2024 | 1,608 |
2025 | 1,743 |
2026 | 1,883 |
2027 | 17,386 |
Total | 23,000 |
Convertible Note Payable | |
Debt Instrument [Line Items] | |
Six months ending December 31, 2023 | 29,671 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Total | $ 29,671 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||
May 30, 2023 USD ($) | Dec. 19, 2022 USD ($) | Aug. 04, 2022 USD ($) | Jul. 19, 2022 USD ($) | Oct. 22, 2021 USD ($) facility | Aug. 27, 2020 USD ($) | Sep. 21, 2015 USD ($) | Sep. 30, 2022 USD ($) | Jul. 31, 2022 USD ($) shares | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | May 01, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||
Repayment of Senior Secured Credit Facility | $ 22,750 | $ 1,221 | |||||||||||||||
Cash dividends received | $ 126 | $ 126 | 126 | 126 | |||||||||||||
Convertible Note Payable | 29,671 | 29,671 | $ 28,528 | ||||||||||||||
Change in fair value of Convertible Note Payable | 1,143 | 2,110 | |||||||||||||||
Loss on debt extinguishment | 1,895 | $ 0 | 1,895 | 0 | |||||||||||||
Loan outstanding | 144,895 | 144,895 | |||||||||||||||
Interest capitalized | 1,981 | 3,785 | $ 0 | ||||||||||||||
Related Party | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Dividends receivable | $ 489 | $ 489 | 489 | ||||||||||||||
Senior Secured Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 150,000 | ||||||||||||||||
Repayment of Senior Secured Credit Facility | $ 14,300 | ||||||||||||||||
Weighed average effective interest rate | 5.60% | 4.25% | 5.60% | 4.25% | |||||||||||||
Senior Secured Credit Facility | Secured Overnight Financing Rate (SOFR) | Variable Rate, Fixed Margin, Period One | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on permanent loan | 2.75% | ||||||||||||||||
Senior Secured Credit Facility | Secured Overnight Financing Rate (SOFR) | Variable Rate, Fixed Margin, Period Two | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on permanent loan | 3% | ||||||||||||||||
Senior Secured Credit Facility | Secured Overnight Financing Rate (SOFR) | Variable Rate, Fixed Margin, Period Three | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on permanent loan | 3.25% | ||||||||||||||||
Sunoma Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 20,000 | ||||||||||||||||
Debt outstanding | $ 23,000 | $ 23,000 | 23,000 | ||||||||||||||
Maximum debt to worth ratio | 5 | ||||||||||||||||
Minimum current ratio | 1 | ||||||||||||||||
Minimum required debt service coverage ratio | 1.25 | ||||||||||||||||
Loan outstanding | $ 23,000 | $ 23,000 | |||||||||||||||
Interest rate during period | 8% | 7.75% | 8% | 7.75% | |||||||||||||
Sunoma Loan | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Effective interest rate | 7.75% | ||||||||||||||||
Sunoma Loan | Sunoma | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Financing fees paid | $ 635 | ||||||||||||||||
Sunoma Loan | Prime Rate | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on permanent loan | 3.50% | ||||||||||||||||
Permanent Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 23,000 | ||||||||||||||||
Interest rate on loan | 7.68% | ||||||||||||||||
Payment of quarterly amortization | $ 380 | ||||||||||||||||
Payment of interest and debt reserve accounts | $ 2,798 | ||||||||||||||||
Convertible Note Payable | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 50,000 | ||||||||||||||||
Debt outstanding | $ 29,671 | $ 29,671 | 28,528 | ||||||||||||||
Interest rate on loan | 8% | 8% | 8% | 8% | 8% | ||||||||||||
Percentage of notes converted | 50% | ||||||||||||||||
Redeemed outstanding debt | $ 30,595 | ||||||||||||||||
Change in fair value of Convertible Note Payable | $ 580 | $ 1,090 | $ 1,143 | $ 2,110 | |||||||||||||
Loan outstanding | 29,671 | 29,671 | |||||||||||||||
Convertible Note Payable | Class A common stock | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Shares issued upon conversion (in shares) | shares | 3,059,533 | ||||||||||||||||
Municipality Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt outstanding | $ 0 | $ 0 | 76 | ||||||||||||||
Interest rate on loan | 3% | 3% | |||||||||||||||
Payments | $ 1,600 | ||||||||||||||||
Weighed average effective interest rate | 3% | 3% | |||||||||||||||
Senior Secured Credit Facility - Debt Reserve And Liquidity Facility | Senior Secured Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 6,000 | ||||||||||||||||
OPAL Term Loan | Secured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 125,000 | ||||||||||||||||
Proceeds from OPAL Term Loan | $ 10,000 | ||||||||||||||||
Amount remaining to be borrowed under term loan | 90,000 | ||||||||||||||||
Additional borrowing capacity | $ 35,000 | ||||||||||||||||
Debt outstanding | $ 92,224 | $ 92,224 | 96,090 | ||||||||||||||
Maximum leverage ratio | 4 | ||||||||||||||||
Loan outstanding | $ 92,224 | $ 92,224 | |||||||||||||||
Weighed average effective interest rate | 9.20% | 4.93% | 8.80% | 4.93% | |||||||||||||
OPAL Term Loan | Secured Debt | Debt Instrument, Covenant, Period One | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Minimum liquidity | $ 15,000 | ||||||||||||||||
OPAL Term Loan | Secured Debt | Debt Instrument, Covenant, Period Two | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Minimum liquidity | $ 10,000 | ||||||||||||||||
OPAL Term Loan | Secured Debt | RNG Fuel | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of non-operational facilities | facility | 3 | ||||||||||||||||
OPAL Term Loan | Secured Debt | OPAL Intermediate Holdco | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage to be repaid | 1.79% | ||||||||||||||||
Repayments of loan | $ 1,611 | ||||||||||||||||
Additional period payment | $ 700 | ||||||||||||||||
OPAL Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on permanent loan | 3% | ||||||||||||||||
Opal Term Loan II | Secured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Financing fees paid | $ 2,200 | ||||||||||||||||
Third party fees | 1,376 | ||||||||||||||||
Loan outstanding | $ 0 | ||||||||||||||||
Opal Term Loan II | Secured Debt | Paragon | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Transaction costs reimbursed | $ 826 | ||||||||||||||||
Opal Term Loan II, Delayed Term Loan Facility ("DDTL") | Secured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 100,000 | ||||||||||||||||
Term of loan (in years) | 2 years | ||||||||||||||||
Opal Term Loan II, Debt Service Reserve ("DSR") Facility | Secured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 5,000 | ||||||||||||||||
Secured Debt | Senior Secured Credit Facility, term loan | Senior Secured Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Aggregate principal amount | 125,000 | ||||||||||||||||
Debt outstanding | $ 0 | $ 0 | 15,250 | ||||||||||||||
Secured Debt | Omnibus and Consent Agreement (the “FM3 Amendment”) | Senior Secured Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Repayment of Senior Secured Credit Facility | $ 54,929 | ||||||||||||||||
Letter of Credit | Senior Secured Credit Facility, working capital facility | Senior Secured Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Revolving credit arrangement borrowing capacity | $ 19,000 | ||||||||||||||||
Debt outstanding | $ 0 | $ 0 | $ 7,500 |
Borrowings - Schedule of Intere
Borrowings - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Convertible note payable mark-to-market | $ 1,143 | $ 2,110 | ||
Commitment fees and other finance fees | $ 184 | $ 103 | 312 | 204 |
Amortization of deferred financing cost | 345 | 460 | 795 | 898 |
Interest expense on finance leases | 21 | 7 | 37 | 13 |
Interest income | (624) | (445) | (1,885) | (899) |
Total interest expense | 956 | 3,365 | 1,597 | 6,422 |
Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 0 | 862 | 282 | 1,442 |
Convertible Note Payable mark-to-market | ||||
Debt Instrument [Line Items] | ||||
Convertible note payable mark-to-market | 580 | 1,090 | 1,143 | 2,110 |
Sunoma Loan | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 450 | 401 | 894 | 911 |
OPAL Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 0 | $ 887 | $ 19 | $ 1,743 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Feb. 02, 2025 USD ($) | Jun. 30, 2023 USD ($) agreement lease vehicle | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) agreement lease facility vehicle | Jun. 30, 2022 USD ($) | Feb. 01, 2025 USD ($) | Feb. 01, 2024 USD ($) | Feb. 01, 2023 USD ($) | Jan. 01, 2022 agreement | |
Operating Leased Assets [Line Items] | |||||||||
Total revenues | $ 55,042 | $ 53,217 | $ 97,999 | $ 102,264 | |||||
Number of vehicles | vehicle | 65 | 65 | |||||||
RNG Fuel | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of facilities | facility | 2 | ||||||||
Fuel Station Services | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Total revenues | $ 29,956 | 26,730 | $ 50,784 | 51,604 | |||||
Renewable Power | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Total revenues | $ 8,655 | 10,028 | $ 18,590 | 19,152 | |||||
Power purchase agreements | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of agreements | agreement | 2 | 2 | 2 | ||||||
Power purchase agreements | Renewable Power | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Total revenues | $ 264 | 16 | $ 595 | 630 | |||||
Fuel Provider Agreements ("FPAs") | Fuel Station Services | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Total revenues | $ 632 | $ 526 | $ 1,202 | $ 1,050 | |||||
Site leases | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of leases | lease | 3 | 3 | |||||||
Site leases | Beacon | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Term of lease | 20 years | 20 years | |||||||
Rent expense | $ 11 | ||||||||
Site leases | MS Digester ("MS") And VS Digester ("VS") | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Term of lease | 20 years | 20 years | |||||||
Rent expense | $ 125 | ||||||||
Site leases | RNG Fuel | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Number of facilities | facility | 3 | ||||||||
Office leases | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Term of lease | 36 months | 36 months | |||||||
Rent expense | $ 26 | $ 27 | |||||||
Additional renewal term (in years) | 24 months | 24 months | |||||||
Number of leases | lease | 1 | 1 | |||||||
Office leases | Subsequent Event | Forecast | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Rent expense | $ 46 | $ 45 | $ 43 |
Leases - Right-of-Use Assets an
Leases - Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities (includes $272 and $646 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | Accrued expenses and other current liabilities (includes $272 and $646 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | Accrued expenses and other current liabilities (includes $272 and $646 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant, and equipment, net (includes $27,043 and $73,140 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | Property, plant, and equipment, net (includes $27,043 and $73,140 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | Property, plant, and equipment, net (includes $27,043 and $73,140 at June 30, 2023 and December 31, 2022, respectively, related to consolidated VIEs) | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities | Other long-term liabilities | ||
Operating leases, Right-of-use assets | $ 11,441 | $ 11,441 | $ 11,744 | ||
Vehicles leases | 1,287 | 1,287 | 1,236 | ||
Operating lease right-of-use assets | 12,728 | 12,728 | 12,980 | ||
Operating lease liabilities - current portion | 681 | 681 | 630 | ||
Lease liabilities - current portion, finance lease | 455 | 455 | 449 | ||
Lease liabilities - current portion | 1,136 | 1,136 | 1,079 | ||
Operating lease liabilities - non-current portion | 10,924 | 10,924 | 11,245 | ||
Lease liabilities - non-current portion, finance lease | 856 | 856 | 825 | ||
Lease liabilities - non-current portion | 11,780 | 11,780 | 12,070 | ||
Amortization of right-of-use assets - finance leases | 141 | $ 81 | 281 | $ 164 | |
Interest expense on lease liabilities - finance leases | 21 | 7 | 37 | 13 | |
Total lease expense | $ 546 | 470 | $ 1,086 | 943 | |
Weighted average remaining lease term (years) | |||||
Operating leases | 18 years 4 months 24 days | 18 years 4 months 24 days | |||
Financing leases | 2 years 10 months 24 days | 2 years 10 months 24 days | |||
Weighted average discount rate | |||||
Operating leases | 7.95% | 7.95% | |||
Financing leases | 6.17% | 6.17% | |||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Discount rate for operating leases | 2.30% | 2.30% | |||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Discount rate for operating leases | 5.40% | 5.40% | |||
Site leases | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating leases, Right-of-use assets | $ 10,251 | $ 10,251 | 10,338 | ||
Operating lease liabilities - current portion | 192 | 192 | 181 | ||
Operating lease liabilities - non-current portion | $ 10,065 | $ 10,065 | 10,135 | ||
Discount rate for operating leases | 5.40% | 5.40% | |||
Lease expense | $ 263 | 261 | $ 526 | 524 | |
Office leases | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating leases, Right-of-use assets | 1,190 | 1,190 | 1,406 | ||
Operating lease liabilities - current portion | 489 | 489 | 449 | ||
Operating lease liabilities - non-current portion | $ 859 | $ 859 | $ 1,110 | ||
Discount rate for operating leases | 2.30% | 2.30% | |||
Lease expense | $ 121 | $ 121 | $ 242 | $ 242 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
Discount rate upon adoption, finance lease | 7.60% | |
2023, finance lease | $ 519 | |
2023 | 1,302 | |
2024, finance lease | 514 | |
2024 | 2,098 | |
2025, finance lease | 408 | |
2025 | 2,014 | |
2026, finance lease | 252 | |
2026 | 1,343 | |
2027 and beyond, finance lease | 23 | |
2027 and beyond | 17,936 | |
Future minimum lease payments, finance lease | 1,716 | |
Future minimum lease payments | 24,693 | |
Lease liabilities, finance lease | 1,311 | |
Lease liabilities | 12,916 | |
Operating lease liabilities - current portion | 681 | $ 630 |
Lease liabilities - current portion, finance lease | 455 | 449 |
Lease liabilities - current portion | 1,136 | 1,079 |
Operating lease liabilities - non-current portion | 10,924 | 11,245 |
Lease liabilities - non-current portion, finance lease | 856 | 825 |
Lease liabilities - non-current portion | 11,780 | 12,070 |
Discount based on incremental borrowing rate, finance lease | 405 | |
Discount based on incremental borrowing rate | $ 11,777 | |
Site leases | ||
Lessee, Lease, Description [Line Items] | ||
Discount rate upon adoption, operating lease | 5.40% | |
2023, operating lease | $ 522 | |
2024, operating lease | 1,044 | |
2025, operating lease | 1,044 | |
2026, operating lease | 1,044 | |
2027 and beyond, operating lease | 17,913 | |
Future minimum lease payments, operating lease | 21,567 | |
Lease liabilities, operating lease | 10,257 | |
Operating lease liabilities - current portion | 192 | 181 |
Operating lease liabilities - non-current portion | 10,065 | 10,135 |
Discount based on incremental borrowing rate, operating lease | $ 11,310 | |
Office leases | ||
Lessee, Lease, Description [Line Items] | ||
Discount rate upon adoption, operating lease | 2.30% | |
2023, operating lease | $ 261 | |
2024, operating lease | 540 | |
2025, operating lease | 562 | |
2026, operating lease | 47 | |
2027 and beyond, operating lease | 0 | |
Future minimum lease payments, operating lease | 1,410 | |
Lease liabilities, operating lease | 1,348 | |
Operating lease liabilities - current portion | 489 | 449 |
Operating lease liabilities - non-current portion | 859 | $ 1,110 |
Discount based on incremental borrowing rate, operating lease | $ 62 |
Derivative Financial Instrume_3
Derivative Financial Instruments and Fair Value Measurements - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
May 30, 2023 USD ($) interest_rate_swap | Dec. 31, 2018 MWh | Jun. 30, 2023 USD ($) $ / shares yr commodity_swap | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares yr commodity_swap | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) commodity_swap | Aug. 31, 2022 USD ($) interest_rate_swap | Aug. 16, 2022 USD ($) | Nov. 30, 2019 uSD_per_Megawatt-Hour | |
Derivative [Line Items] | ||||||||||
Gain on settlement | $ 1,160 | $ 92 | $ 5,093 | $ 328 | ||||||
Proceeds from settlement from counterparty | 136 | |||||||||
Loss on termination | 46 | |||||||||
Effective portion of the the cash flow hedge attributable to equity method investments | 109 | $ 0 | 109 | $ 0 | ||||||
Long-term debt, excluding current portion | $ 84,158 | $ 84,158 | $ 88,312 | |||||||
Sponsor Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants expiration period | 4 years | 4 years | ||||||||
OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants expiration period | 2 years | 2 years | ||||||||
Level 2 | ||||||||||
Derivative [Line Items] | ||||||||||
Long-term debt, excluding current portion | $ 84,158 | $ 84,158 | 88,312 | |||||||
Share price | Sponsor Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | $ / shares | 7.46 | 7.46 | ||||||||
Share price | OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | $ / shares | 7.46 | 7.46 | ||||||||
Expected volatility | Sponsor Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0.60 | 0.60 | ||||||||
Expected volatility | OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0.55 | 0.55 | ||||||||
Risk free interest rate | Sponsor Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0.0430 | 0.0430 | ||||||||
Risk free interest rate | OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0.054 | 0.054 | ||||||||
Expected term | Sponsor Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | yr | 4.1 | 4.1 | ||||||||
Expected term | OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | yr | 2 | 2 | ||||||||
Dividend yield | Sponsor Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0 | 0 | ||||||||
Dividend yield | OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0 | 0 | ||||||||
Weighted average cost of capital | OPAL Earnout Awards | ||||||||||
Derivative [Line Items] | ||||||||||
Warrants, measurement input | 0.16 | 0.16 | ||||||||
Minimum | Discount rate | Level 3 | ||||||||||
Derivative [Line Items] | ||||||||||
Asset retirement obligation, measurement input | 0.0575 | 0.0575 | ||||||||
Maximum | Discount rate | Level 3 | ||||||||||
Derivative [Line Items] | ||||||||||
Asset retirement obligation, measurement input | 0.085 | 0.085 | ||||||||
Interest Rate Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Number of derivative instruments held | interest_rate_swap | 2 | 2 | ||||||||
Notional Amount | $ 0 | $ 0 | $ 61,926 | $ 61,926 | ||||||
Fixed rate | 2.47% | |||||||||
Gain on settlement | $ 812 | |||||||||
Interest Rate Swap | Paragon | ||||||||||
Derivative [Line Items] | ||||||||||
Number of derivative instruments held | interest_rate_swap | 4 | |||||||||
Notional Amount | $ 56,914 | |||||||||
Fixed rate | 3.52% | |||||||||
Gain on settlement | $ 812 | $ 812 | ||||||||
Interest Rate Swap | Cash Flow Hedging | ||||||||||
Derivative [Line Items] | ||||||||||
Number of derivative instruments held | interest_rate_swap | 2 | |||||||||
Interest rate swaption | ||||||||||
Derivative [Line Items] | ||||||||||
Notional Amount | $ 13,074 | |||||||||
Fixed rate | 2.32% | |||||||||
Commodity swap contracts | ||||||||||
Derivative [Line Items] | ||||||||||
Number of derivative instruments held | commodity_swap | 3 | 3 | 3 | |||||||
Minimum output (in MWh per year) | MWh | 34,554 | |||||||||
Commodity swap contracts | Minimum | ||||||||||
Derivative [Line Items] | ||||||||||
Average Contract Price (per MWh) | uSD_per_Megawatt-Hour | 35.75 | |||||||||
Commodity swap contracts | Maximum | ||||||||||
Derivative [Line Items] | ||||||||||
Average Contract Price (per MWh) | uSD_per_Megawatt-Hour | 51.25 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Fair Value Measurements - Interest Rate Swaps (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 31, 2022 |
Interest Rate Swap | |||
Derivative [Line Items] | |||
Fixed rate | 2.47% | ||
Notional Amount | $ 0 | $ 61,926 | $ 61,926 |
Interest rate swap 1 | |||
Derivative [Line Items] | |||
Fixed rate | 2.47% | ||
Notional Amount | $ 0 | 41,284 | |
Interest rate swap 2 | |||
Derivative [Line Items] | |||
Fixed rate | 2.47% | ||
Notional Amount | $ 0 | $ 20,642 |
Derivative Financial Instrume_5
Derivative Financial Instruments and Fair Value Measurements - Derivatives Fair Values on Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities) | $ 0 | $ 1,136 |
Swaption | Derivatives designated as economic hedges: | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | 0 | 182 |
Interest Rate Swap | Derivatives designated as cash flow hedges: | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets | $ 0 | $ 954 |
Derivative Financial Instrume_6
Derivative Financial Instruments and Fair Value Measurements - Effect of Derivative Instruments on Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net periodic settlements | $ 812 | $ (571) | $ 812 | $ (954) |
Change in fair value of derivative instruments, net | 832 | (564) | 766 | (328) |
Derivatives designated as economic hedges: | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Commodity swaps - realized (loss) gain | 509 | (224) | 880 | (187) |
Commodity swaps - unrealized gain (loss) | (160) | (102) | 762 | (936) |
Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Interest rate swaps | 0 | 7 | 0 | 626 |
Swaption | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Interest rate swaps | 20 | 0 | (46) | 0 |
Commodity swap contracts | Derivatives designated as economic hedges: | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Change in fair value of derivative instruments, net | $ 349 | $ (326) | $ 1,642 | $ (1,123) |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Gross Amounts of Recognized Assets | $ 0 | $ 1,136 |
Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Net Amounts of Assets in the Balance Sheet | 0 | 1,136 |
Derivative financial assets, current portion | 365 | 182 |
Derivative financial assets, non-current portion | 267 | 954 |
Derivative financial liability, current portion | 0 | (4,596) |
Interest rate swap asset | ||
Derivative [Line Items] | ||
Gross Amounts of Recognized Assets | 0 | 954 |
Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Net Amounts of Assets in the Balance Sheet | 0 | 954 |
Swaption asset | ||
Derivative [Line Items] | ||
Gross Amounts of Recognized Assets | 0 | 182 |
Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Net Amounts of Assets in the Balance Sheet | 0 | 182 |
Commodity swap contracts | Derivatives designated as economic hedges: | ||
Derivative [Line Items] | ||
Derivative financial assets, current portion | 365 | 0 |
Derivative financial assets, non-current portion | 267 | 0 |
Derivative financial liability, current portion | $ 0 | $ (130) |
Derivative Financial Instrume_8
Derivative Financial Instruments and Fair Value Measurements - Summary of Commodity Swaps (Details) | 24 Months Ended | ||
Dec. 31, 2024 MWh | Nov. 17, 2022 uSD_per_Megawatt-Hour | Oct. 17, 2022 uSD_per_Megawatt-Hour | |
Commodity Contract, Contract One | |||
Derivative [Line Items] | |||
Average Contract Price (per MWh) | uSD_per_Megawatt-Hour | 68.50 | ||
Commodity Contract, Contract One | Forecast | |||
Derivative [Line Items] | |||
Notional Quantity per Year (“MWh”) | MWh | 70,176 | ||
Commodity Contract, Contract Two | |||
Derivative [Line Items] | |||
Average Contract Price (per MWh) | uSD_per_Megawatt-Hour | 65.50 | ||
Commodity Contract, Contract Two | Forecast | |||
Derivative [Line Items] | |||
Notional Quantity per Year (“MWh”) | MWh | 26,280 | ||
Commodity Contract, Contract Three | |||
Derivative [Line Items] | |||
Average Contract Price (per MWh) | uSD_per_Megawatt-Hour | 81.50 | ||
Commodity Contract, Contract Three | Forecast | |||
Derivative [Line Items] | |||
Notional Quantity per Year (“MWh”) | MWh | 35,088 |
Derivative Financial Instrume_9
Derivative Financial Instruments and Fair Value Measurements - Other Derivative Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | $ 832 | $ (564) | $ 766 | $ (328) |
Other Derivatives | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | 328 | 0 | 4,327 | 0 |
Put option to Meteora | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | 0 | 0 | (311) | 0 |
Sponsor Earnout Awards | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | (172) | 0 | 138 | 0 |
OPAL Earnout Awards | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | $ 500 | $ 0 | $ 4,500 | $ 0 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Asset retirement obligation | $ 6,461 | $ 6,256 |
Fair Value, Recurring | ||
Liabilities: | ||
Asset retirement obligation | 6,461 | 6,256 |
Convertible Note Payable | 29,091 | 28,528 |
Earnout liabilities | 4,153 | 8,790 |
Assets: | ||
Short term investments | 16,955 | 64,976 |
Fair Value, Recurring | Put option with Meteora | ||
Liabilities: | ||
Derivative liabilities | 4,466 | |
Fair Value, Recurring | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 130 | |
Assets: | ||
Derivative assets | 632 | 954 |
Fair Value, Recurring | Swaption asset | ||
Assets: | ||
Derivative assets | 182 | |
Fair Value, Recurring | Level 1 | ||
Liabilities: | ||
Asset retirement obligation | 0 | 0 |
Convertible Note Payable | 0 | 0 |
Earnout liabilities | 0 | 0 |
Assets: | ||
Short term investments | 16,955 | 64,976 |
Fair Value, Recurring | Level 1 | Put option with Meteora | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value, Recurring | Level 1 | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Assets: | ||
Derivative assets | 0 | 0 |
Fair Value, Recurring | Level 1 | Swaption asset | ||
Assets: | ||
Derivative assets | 0 | |
Fair Value, Recurring | Level 2 | ||
Liabilities: | ||
Asset retirement obligation | 0 | 0 |
Convertible Note Payable | 29,091 | 28,528 |
Earnout liabilities | 0 | 0 |
Assets: | ||
Short term investments | 0 | 0 |
Fair Value, Recurring | Level 2 | Put option with Meteora | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value, Recurring | Level 2 | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 130 | |
Assets: | ||
Derivative assets | 632 | 954 |
Fair Value, Recurring | Level 2 | Swaption asset | ||
Assets: | ||
Derivative assets | 182 | |
Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Asset retirement obligation | 6,461 | 6,256 |
Convertible Note Payable | 0 | |
Earnout liabilities | 4,153 | 8,790 |
Assets: | ||
Short term investments | 0 | 0 |
Fair Value, Recurring | Level 3 | Put option with Meteora | ||
Liabilities: | ||
Derivative liabilities | 4,466 | |
Fair Value, Recurring | Level 3 | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Assets: | ||
Derivative assets | $ 0 | 0 |
Fair Value, Recurring | Level 3 | Swaption asset | ||
Assets: | ||
Derivative assets | $ 0 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Nov. 29, 2021 USD ($) subsidiary shares | Dec. 31, 2020 USD ($) | Aug. 31, 2021 USD ($) shares | Jun. 30, 2023 USD ($) commodity_swap | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) commodity_swap | Jun. 30, 2022 USD ($) | Mar. 31, 2021 | Dec. 31, 2022 USD ($) commodity_swap shares | |
Related Party Transaction [Line Items] | |||||||||
Paid-in-kind dividends issued and outstanding units | $ 2,174 | $ 1,111 | $ 4,282 | $ 1,227 | |||||
Stock subscribed (in shares) | shares | 1,000,000 | ||||||||
Amount sold | $ 100,000 | ||||||||
Stock issued (in shares) | shares | 1,000,000 | ||||||||
Total revenues | 55,042 | 53,217 | 97,999 | 102,264 | |||||
Loss from equity method investments | $ 998 | (621) | $ 293 | 36 | |||||
Commodity swap contracts | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of derivative instruments held | commodity_swap | 3 | 3 | 3 | ||||||
Renewable Power | |||||||||
Related Party Transaction [Line Items] | |||||||||
Total revenues | $ 8,655 | 10,028 | $ 18,590 | 19,152 | |||||
Reynolds | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of ownership interest acquired | 100% | ||||||||
Cash payments | $ 12,020 | ||||||||
Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts payable | 3,707 | 3,707 | $ 1,346 | ||||||
Related Party | Renewable Power | |||||||||
Related Party Transaction [Line Items] | |||||||||
Total revenues | 1,747 | 1,243 | 3,274 | 2,269 | |||||
Related Party | Hillman | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common units, shares issued (in shares) | shares | 14 | ||||||||
Total consideration from related parties | $ 30,000 | ||||||||
Related Party | Reynolds | GREP | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cash consideration | $ 1,570 | ||||||||
Related Party | Pine Bend, Sunoma And Noble Road | Environmental Processing Fees | |||||||||
Related Party Transaction [Line Items] | |||||||||
Total revenues | $ 555 | 242 | $ 1,141 | 242 | |||||
Term of related party contract (in years) | 10 years | ||||||||
Parent Company | Fortistar | Administrative Services Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Service fees per year | $ 580 | ||||||||
GREP | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of ownership | 20% | 20% | 20% | ||||||
Loss from equity method investments | $ 566 | 460 | $ 436 | 556 | |||||
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% | ||||||||
RNG Fuel | Hillman | Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of noncontrolling interests in renewable natural gas project subsidiaries | subsidiary | 4 | ||||||||
Natural Gas, Renewable And Fuel Station Services | NextEra | |||||||||
Related Party Transaction [Line Items] | |||||||||
Total revenues | 11,852 | 16,792 | 18,060 | 29,688 | |||||
Series A-1 preferred units | Related Party | Hillman | |||||||||
Related Party Transaction [Line Items] | |||||||||
Preferred units, shares issued (in shares) | shares | 300,000 | ||||||||
Paid-in-kind dividends issued and outstanding units | $ 675 | $ 607 | $ 1,330 | $ 1,207 | |||||
Class B common stock | Related Party | Reynolds | GREP | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity investment held (in shares) | shares | 1,570 |
Related Parties - Fees Upon Ent
Related Parties - Fees Upon Entering Into Management Services Agreement with Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Selling, general, and administrative | $ 13,663 | $ 7,955 | $ 28,135 | $ 18,810 |
Related Party | Costar | ||||
Related Party Transaction [Line Items] | ||||
Selling, general, and administrative | 1,307 | 1,269 | 2,773 | 2,464 |
Related Party | Costar | Staffing and management services | ||||
Related Party Transaction [Line Items] | ||||
Selling, general, and administrative | 412 | 632 | 987 | 1,105 |
Related Party | Costar | Rent - fixed compensation | ||||
Related Party Transaction [Line Items] | ||||
Selling, general, and administrative | 164 | 91 | 329 | 274 |
Related Party | Costar | IT services | ||||
Related Party Transaction [Line Items] | ||||
Selling, general, and administrative | $ 731 | $ 546 | $ 1,457 | $ 1,085 |
Reportable Segments and Geogr_3
Reportable Segments and Geographic Information - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) segment | Jun. 30, 2022 USD ($) | |
Segment Reporting [Abstract] | ||||
Number of operating segments | segment | 4 | |||
Number of reportable segments | segment | 4 | |||
Reclassification [Line Items] | ||||
Total revenues | $ 55,042 | $ 53,217 | $ 97,999 | $ 102,264 |
RNG Fuel | ||||
Reclassification [Line Items] | ||||
Total revenues | 16,431 | 16,459 | 28,625 | 31,508 |
Cost of sales | 7,884 | 8,457 | 15,407 | 16,171 |
RNG Fuel | Revision of Prior Period, Reclassification, Adjustment | ||||
Reclassification [Line Items] | ||||
Total revenues | (9,400) | (9,214) | (18,251) | (19,307) |
Cost of sales | (8,302) | (7,940) | (16,824) | (14,713) |
Fuel Station Services | ||||
Reclassification [Line Items] | ||||
Total revenues | 29,956 | 26,730 | 50,784 | 51,604 |
Cost of sales | 27,476 | 23,630 | 47,768 | 43,293 |
Fuel Station Services | Revision of Prior Period, Reclassification, Adjustment | ||||
Reclassification [Line Items] | ||||
Total revenues | 9,400 | 9,214 | 18,251 | 19,307 |
Cost of sales | $ 8,302 | $ 7,940 | $ 16,824 | $ 14,713 |
Reportable Segments and Geogr_4
Reportable Segments and Geographic Information - Schedule of Total Revenues by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Revenues: | $ (55,042) | $ (53,217) | $ (97,999) | $ (102,264) |
Equity Method Investment(s) | ||||
Revenues: | ||||
Revenues: | (6,925) | (4,793) | (14,464) | (5,089) |
Other | ||||
Revenues: | ||||
Revenues: | 0 | (91) | 0 | (127) |
Intersegment | ||||
Revenues: | ||||
Revenues: | 4,199 | 2,424 | 7,946 | 5,022 |
Renewable Power | ||||
Revenues: | ||||
Revenues: | (8,655) | (10,028) | (18,590) | (19,152) |
Renewable Power | Operating Segments | ||||
Revenues: | ||||
Revenues: | (8,672) | (10,451) | (18,590) | (20,088) |
RNG Fuel | ||||
Revenues: | ||||
Revenues: | (16,431) | (16,459) | (28,625) | (31,508) |
RNG Fuel | Operating Segments | ||||
Revenues: | ||||
Revenues: | (23,356) | (22,070) | (43,089) | (40,168) |
Fuel Station Services | ||||
Revenues: | ||||
Revenues: | (29,956) | (26,730) | (50,784) | (51,604) |
Fuel Station Services | Operating Segments | ||||
Revenues: | ||||
Revenues: | $ (34,138) | $ (27,822) | $ (58,730) | $ (51,992) |
Reportable Segments and Geogr_5
Reportable Segments and Geographic Information - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, Net: | $ (956) | $ (3,365) | $ (1,597) | $ (6,422) |
Renewable Power | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, Net: | 6 | (1,202) | (258) | (2,119) |
RNG Fuel | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, Net: | (718) | 37 | (1,373) | (51) |
Fuel Station Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, Net: | 83 | (8) | 93 | (14) |
Corporate | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, Net: | $ (327) | $ (2,192) | $ (59) | $ (4,238) |
Reportable Segments and Geogr_6
Reportable Segments and Geographic Information - Schedule of Depreciation, Amortization and Accretion (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | $ 3,628 | $ 3,325 | $ 7,195 | $ 6,721 |
Equity Method Investment(s) | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | (972) | (346) | (1,687) | (573) |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | 11 | 31 | 27 | 64 |
Renewable Power | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | 1,449 | 1,309 | 2,901 | 3,107 |
RNG Fuel | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | 2,292 | 1,694 | 4,316 | 2,820 |
Fuel Station Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | $ 848 | $ 637 | $ 1,638 | $ 1,303 |
Reportable Segments and Geogr_7
Reportable Segments and Geographic Information - Schedule of Net Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income (loss) | $ 114,050 | $ (342) | $ 106,704 | $ (4,809) |
Equity Method Investment(s) | (998) | 621 | (293) | (36) |
Renewable Power | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income (loss) | (741) | (91) | (1,644) | (2,169) |
RNG Fuel | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income (loss) | 7,291 | 14,188 | 8,468 | 16,106 |
Fuel Station Services | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income (loss) | 1,858 | (3,605) | 1,899 | 950 |
Corporate | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income (loss) | $ 106,640 | $ (11,455) | $ 98,274 | $ (19,660) |
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 | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||
Cash paid for Purchases of Property, Plant, and Equipment: | $ 72,009 | $ 54,461 |
Operating Segments | Renewable Power | ||
Segment Reporting Information [Line Items] | ||
Cash paid for Purchases of Property, Plant, and Equipment: | 0 | 1,300 |
Operating Segments | Fuel Station Services | ||
Segment Reporting Information [Line Items] | ||
Cash paid for Purchases of Property, Plant, and Equipment: | 12,356 | 3,463 |
Operating Segments | RNG Fuel | ||
Segment Reporting Information [Line Items] | ||
Cash paid for Purchases of Property, Plant, and Equipment: | $ 59,653 | $ 49,698 |
Reportable Segments and Geogr_9
Reportable Segments and Geographic Information - Total Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | $ 671,945 | $ 644,856 |
Equity Method Investment(s) | 202,409 | 51,765 |
Operating Segments | Renewable Power | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | 40,948 | 43,468 |
Operating Segments | RNG Fuel | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | 282,854 | 347,750 |
Operating Segments | Fuel Station Services | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | 120,280 | 119,669 |
Operating Segments | Corporate and other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | $ 25,454 | $ 82,204 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) - variable_interest_entity | Jun. 30, 2023 | May 30, 2023 | May 29, 2023 | Dec. 31, 2022 |
Variable Interest Entity [Line Items] | ||||
Number of variable interest entities | 6 | |||
Number of variable interest entities consolidated | 2 | 2 | 4 | |
Paragon | ||||
Variable Interest Entity [Line Items] | ||||
Percentage of ownership | 50% | 50% | ||
Paragon | Emerald And Sapphire | ||||
Variable Interest Entity [Line Items] | ||||
Percentage of ownership transferred | 50% |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||||||
Cash and cash equivalents | $ 21,595 | $ 40,394 | ||||
Accounts receivable, net | 26,821 | 31,083 | ||||
Restricted cash - current | 228 | 32,402 | ||||
Environmental credits held for sale | 4,184 | 1,674 | ||||
Prepaid expenses and other current assets | 4,485 | 7,625 | ||||
Total current assets | 100,990 | 211,983 | ||||
Property, plant and equipment, net | 288,427 | 297,323 | ||||
Restricted cash, non-current | 5,303 | 4,425 | ||||
Total assets | 671,945 | 644,856 | ||||
Current liabilities: | ||||||
Accrued capital expenses | 8,864 | 11,922 | ||||
Accrued expenses | 12,698 | 9,573 | ||||
Sunoma Loan- current portion | 1,169 | 380 | ||||
Total current liabilities | 115,263 | 152,905 | ||||
Sunoma loan, net of debt issuance costs | 20,948 | 21,712 | ||||
Total liabilities | 220,519 | 267,037 | ||||
Equity | ||||||
Stockholders' equity | (761,505) | (800,601) | ||||
Non-redeemable non-controlling interests | 903 | 26,445 | ||||
Total Stockholders' deficit | (760,602) | $ (791,386) | (774,156) | $ 17,652 | $ 6,698 | $ 1,202 |
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit | 671,945 | 644,856 | ||||
Related Party | ||||||
Current liabilities: | ||||||
Accounts payable | 3,707 | 1,346 | ||||
Nonrelated Party | ||||||
Current assets: | ||||||
Accounts receivable, net | 31,083 | |||||
Current liabilities: | ||||||
Accounts payable | 13,494 | 22,679 | ||||
Non-redeemable non-controlling interests | ||||||
Equity | ||||||
Total Stockholders' deficit | 903 | $ 27,969 | 26,445 | $ 17,638 | $ 6,684 | $ 1,188 |
Primary Beneficiary | ||||||
Current assets: | ||||||
Cash and cash equivalents | 906 | 12,506 | ||||
Accounts receivable, net | 846 | 966 | ||||
Restricted cash - current | 228 | 6,971 | ||||
Environmental credits held for sale | 29 | 0 | ||||
Prepaid expenses and other current assets | 186 | 415 | ||||
Total current assets | 2,195 | 20,858 | ||||
Property, plant and equipment, net | 27,043 | 73,140 | ||||
Restricted cash, non-current | 2,790 | 2,923 | ||||
Total assets | 32,028 | 96,921 | ||||
Current liabilities: | ||||||
Accrued capital expenses | 0 | 7,821 | ||||
Accrued expenses | 272 | 646 | ||||
Sunoma Loan- current portion | 1,169 | 380 | ||||
Total current liabilities | 2,933 | 14,176 | ||||
Sunoma loan, net of debt issuance costs | 20,948 | 21,712 | ||||
Total liabilities | 23,881 | 35,888 | ||||
Equity | ||||||
Stockholders' equity | 7,244 | 34,588 | ||||
Non-redeemable non-controlling interests | 903 | 26,445 | ||||
Total Stockholders' deficit | 8,147 | 61,033 | ||||
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit | 32,028 | 96,921 | ||||
Primary Beneficiary | Related Party | ||||||
Current liabilities: | ||||||
Accounts payable | 1,108 | 433 | ||||
Primary Beneficiary | Nonrelated Party | ||||||
Current liabilities: | ||||||
Accounts payable | $ 384 | $ 4,896 |
Redeemable non-controlling in_3
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Jan. 23, 2023 USD ($) shares | Jul. 21, 2022 $ / shares shares | Jul. 20, 2022 shares | Nov. 29, 2021 project shares | Mar. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) dividend_payment $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | |
Preferred Units [Line Items] | ||||||||||||
Stock issued (in shares) | 1,000,000 | |||||||||||
Fair value of shares acquired | $ | $ 11,614 | |||||||||||
Conversion of stock (in shares) | 300,000 | 49,633 | ||||||||||
Loss on warrant exchange | $ | $ 338 | $ 0 | $ 0 | $ 338 | $ 0 | |||||||
Number of noncontrolling interests in renewable natural gas project subsidiaries | project | 4 | |||||||||||
Stock subscribed (in shares) | 1,000,000 | |||||||||||
Amount sold | $ | $ 100,000 | |||||||||||
Preferred stock dividend rate | 8% | |||||||||||
Preferred stock, number of dividend payments to elect to issue additional Preferred Units | dividend_payment | 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 | $ 100 | $ 100 | |||||||||
Preferred stock redemption price (in dollars per share) | $ / shares | 100 | $ 100 | 100 | |||||||||
Preferred stock redemption period after which redeemable | 4 years | |||||||||||
Preferred stock redemption period after fourth anniversary | 30 days | |||||||||||
Preferred stock dividend rate if failed to redeem | 12% | |||||||||||
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 | $ 100 | 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 | $ 7.40 | $ 7.40 | $ 7.40 | |||||||||
Meteora | Forward Purchase Agreement | ||||||||||||
Preferred Units [Line Items] | ||||||||||||
Contingent consideration, price (in dollars per share) | $ / shares | $ 10.02 | $ 10.02 | $ 10.02 | |||||||||
Fair value of shares acquired | $ | $ 11,614 | $ 11,614 | ||||||||||
Offset to derivative liabilities | $ | $ 4,777 | $ 4,777 | $ 4,777 | |||||||||
Class A common stock | ||||||||||||
Preferred Units [Line Items] | ||||||||||||
Common stock, shares issued (in shares) | 29,330,115 | 29,330,115 | 29,330,115 | 29,477,766 | ||||||||
Common stock, shares outstanding (in shares) | 29,330,115 | 29,330,115 | 29,330,115 | 29,477,766 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Class D common stock | ||||||||||||
Preferred Units [Line Items] | ||||||||||||
Common stock, shares issued (in shares) | 144,399,037 | 144,399,037 | 144,399,037 | 144,399,037 | ||||||||
Common stock, shares outstanding (in shares) | 144,399,037 | 144,399,037 | 144,399,037 | 144,399,037 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Class D common stock | Opal Fuels | ||||||||||||
Preferred Units [Line Items] | ||||||||||||
Stock issued (in shares) | 144,399,037 | |||||||||||
Class B common stock | ||||||||||||
Preferred Units [Line Items] | ||||||||||||
Common stock, shares issued (in shares) | 0 | 0 | 0 | 0 | ||||||||
Common stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Class C common stock | ||||||||||||
Preferred Units [Line Items] | ||||||||||||
Common stock, shares issued (in shares) | 0 | 0 | 0 | 0 | ||||||||
Common stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
ArcLight Class A Common STock | Meteora | Forward Purchase Agreement | ||||||||||||
Preferred Units [Line Items] | ||||||||||||
Stock issued (in shares) | 1,635,783 | 2,000,000 | 1,635,783 | |||||||||
Class B Ordinary Share | Opal Fuels | ||||||||||||
Preferred Units [Line Items] | ||||||||||||
Stock issued (in shares) | 144,399,037 | |||||||||||
Redeemable non-controlling interests | ||||||||||||
Preferred Units [Line Items] | ||||||||||||
Change in redemption value of Redeemable non-controlling interests | $ | $ 7,720 | $ 1,068,274 |
Redeemable non-controlling in_4
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit - Changes in Redeemable Preferred Units (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Redeemable Preferred non-controlling interests | |
Increase (Decrease) In Temporary Equity, Amount [Roll Forward] | |
Beginning balance | $ 138,142 |
Series A units issued by OPAL Fuels | 0 |
Paid-in-kind dividends attributable to OPAL Fuels | 4,661 |
Paid-in kind dividends attributable to Class A common stockholders | 951 |
Ending balance | $ 143,754 |
Series A-1 preferred units | |
Increase (Decrease) In Temporary Equity, Units [Roll Forward] | |
Beginning balance (in shares) | shares | 300,000 |
Ending balance (in shares) | shares | 300,000 |
Increase (Decrease) In Temporary Equity, Amount [Roll Forward] | |
Beginning balance | $ 32,736 |
Paid-in-kind dividends attributable to OPAL Fuels | 1,105 |
Paid-in kind dividends attributable to Class A common stockholders | 225 |
Ending balance | $ 34,066 |
Series A preferred units | |
Increase (Decrease) In Temporary Equity, Units [Roll Forward] | |
Beginning balance (in shares) | shares | 1,000,000 |
Ending balance (in shares) | shares | 1,000,000 |
Increase (Decrease) In Temporary Equity, Amount [Roll Forward] | |
Beginning balance | $ 105,406 |
Paid-in-kind dividends attributable to OPAL Fuels | 3,556 |
Paid-in kind dividends attributable to Class A common stockholders | 726 |
Ending balance | $ 109,688 |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Jul. 21, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock issued (in shares) | 1,000,000 | |||
Options granted (in shares) | 196,961 | 196,961 | ||
Fair value (in dollars per share) | $ 5.26 | $ 5.26 | $ 0 | |
Closing share price (in dollars per share) | 6.97 | |||
Exercise price (in dollars per share) | $ 6.97 | |||
Fair value | $ 6,955 | |||
Stock-based compensation expense related to unvested awards yet to be recognized | $ 9,726 | |||
Unrecognized stock-based compensation expense, weighted average period (in years) | 2 years 3 months 18 days | |||
Restricted Stock Units (RSUs) | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Awards granted (in shares) | 888,831 | 1,038,347 | ||
Restricted Stock Units (RSUs) | Director | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Awards granted (in shares) | 135,583 | |||
Performance Shares | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Awards granted (in shares) | 274,617 | 274,617 | ||
Share-Based Payment Arrangement, Option | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Expiration term (in years) | 10 years | |||
Annual risk free interest rate | 4.04% | |||
Volatility | 65% | |||
2022 Omnibus Equity Incentive Plan ("2022 Plan") | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock issued (in shares) | 19,811,726 |
Stock-based compensation - Summ
Stock-based compensation - Summary of Equity Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | |
Number of Units outstanding | ||
Number of Units outstanding, beginning balance (in shares) | 0 | |
Granted (in shares) | 196,961 | 196,961 |
Number of Units outstanding, ending balance (in shares) | 196,961 | |
Weighted Average Grant Date Fair Value | ||
Number of Units outstanding, Weighted Average Grant Date Fair Value, beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 5.26 | |
Number of Units outstanding, Weighted Average Grant Date Fair Value, ending balance (in dollars per share) | $ 5.26 | $ 5.26 |
Aggregate Fair Value, Stock Options | $ 1,036 | |
Total unvested awards outstanding (in shares) | 1,886,521 | |
Total unvested awards outstanding, Weighted Average Grant Date Fair Value (in dollars per share) | $ 7 | |
Total unvested awards outstanding, Aggregate Fair Value | $ 13,206 | |
Restricted Stock Units (RSUs) | ||
Number of Units outstanding | ||
Number of Units outstanding, beginning balance (in shares) | 422,349 | |
Granted (in shares) | 888,831 | 1,038,347 |
Forfeitures (in shares) | (41,664) | |
Number of Units outstanding, ending balance (in shares) | 1,419,032 | |
Weighted Average Grant Date Fair Value | ||
Number of Units outstanding, Weighted Average Grant Date Fair Value, beginning balance (in dollars per share) | $ 7.94 | |
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | 6.98 | |
Forfeitures Weighted Average Grant Date Fair Value (in dollars per share) | 7.49 | |
Number of Units outstanding, Weighted Average Grant Date Fair Value, ending balance (in dollars per share) | $ 7.25 | |
Aggregate Fair Value | $ 10,284 | |
Performance Stock Units | ||
Number of Units outstanding | ||
Number of Units outstanding, beginning balance (in shares) | 0 | |
Granted (in shares) | 274,617 | 274,617 |
Forfeitures (in shares) | (4,089) | |
Number of Units outstanding, ending balance (in shares) | 270,528 | |
Weighted Average Grant Date Fair Value | ||
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ 6.97 | |
Forfeitures Weighted Average Grant Date Fair Value (in dollars per share) | 6.97 | |
Number of Units outstanding, Weighted Average Grant Date Fair Value, ending balance (in dollars per share) | $ 6.97 | |
Aggregate Fair Value | $ 1,886 |
Stock-based compensation - Stoc
Stock-based compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Stock-based compensation expense | $ 1,877 | $ 160 | $ 2,848 | $ 320 |
Net Income (Loss) Per Share - N
Net Income (Loss) Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Treasury Stock, Common | |||
Class of Warrant or Right [Line Items] | |||
Antidilutive shares (in shares) | 1,635,783 | 1,635,783 | |
Class A common stock | |||
Class of Warrant or Right [Line Items] | |||
Forfeited shares (in shares) | 197,258 | ||
Class B common stock | |||
Class of Warrant or Right [Line Items] | |||
Antidilutive shares (in shares) | 144,399,037 | ||
Earnout Target | |||
Class of Warrant or Right [Line Items] | |||
Antidilutive shares (in shares) | 763,908 | 763,908 | |
Sponsor Earnout Awards | |||
Class of Warrant or Right [Line Items] | |||
Antidilutive shares (in shares) | 763,908 | ||
OPAL Earnout Awards | |||
Class of Warrant or Right [Line Items] | |||
Antidilutive shares (in shares) | 10,000,000 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Basic and Diluted Net Loss Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Earnings Per Share [Abstract] | |||||
Net income attributable to Class A common stockholders | $ 17,924 | $ 0 | $ 16,345 | $ 0 | |
Weighted average number of shares of Class A common stock - basic (in shares) | 26,977,682 | 0 | 27,179,488 | 0 | |
Dilutive effect of stock options, restricted stock units, performance units, Convertible note payable, earnout shares, Redeemable preferred non-controlling interests, Redeemable non-controlling interests (in shares) | 270,957 | 377,212 | |||
Weighted average number of shares of Class A common stock - diluted (in shares) | 27,248,639 | 0 | 27,556,700 | 0 | |
Net loss per share of Class A common stock | |||||
Basic (in dollars per share) | [1] | $ 0.66 | $ 0 | $ 0.60 | $ 0 |
Diluted (in dollars per share) | [1] | $ 0.66 | $ 0 | $ 0.59 | $ 0 |
[1]Income per share information has not been presented for the three and six months ended June 30, 2022 as it would not be meaningful to the users of these condensed consolidated financial statements, |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Effective tax rate | 0% | 0% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jul. 31, 2015 | Jun. 30, 2023 USD ($) contract standby_letters_of_credit | May 30, 2023 USD ($) | Dec. 31, 2022 USD ($) standby_letters_of_credit | |
Line of Credit Facility [Line Items] | ||||
Number of standby letters of credit held | standby_letters_of_credit | 5 | 9 | ||
Paragon | ||||
Line of Credit Facility [Line Items] | ||||
Maximum equity commitment letter | $ 2,100 | |||
Compressed Natural Gas (CNG) | ||||
Line of Credit Facility [Line Items] | ||||
Number of purchase option contracts to provide CNG | contract | 2 | |||
Compressed Natural Gas (CNG) | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Term of purchase option contract (in years) | 7 years | |||
Compressed Natural Gas (CNG) | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Term of purchase option contract (in years) | 10 years | |||
Fuel | ||||
Line of Credit Facility [Line Items] | ||||
Term of purchase option contract (in years) | 10 years | |||
Standby Letters of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Standby letters of credit outstanding balance | $ 1,498 | $ 2,292 | ||
Draws on standby letters of credit | $ 0 |
Subsequent events (Details)
Subsequent events (Details) | Aug. 11, 2023 |
Subsequent Event | Landfill gas | Agreements | |
Subsequent Event [Line Items] | |
Term of contract (in years) | 20 years |