Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 09, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40272 | |
Entity Registrant Name | OPAL FUELS INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1578357 | |
Entity Address, Address Line One | One North Lexington Avenue | |
Entity Address, Address Line Two | Suite 1450 | |
Entity Address, City or Town | White Plains | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10601 | |
City Area Code | 914 | |
Local Phone Number | 705-4000 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | OPAL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001842279 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,422,786 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 71,500,000 | |
Class D common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 72,899,037 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents (includes $533 and $166 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | $ 19,016 | $ 38,348 |
Accounts receivable, net (includes $388 and $33 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | 24,220 | 27,623 |
Restricted cash - current (includes $940 and $4,395 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | 940 | 4,395 |
Short term investments | 8,585 | 9,875 |
Fuel tax credits receivable | 5,399 | 5,345 |
Contract assets | 12,776 | 6,790 |
Parts inventory (includes $29 and $29 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | 10,620 | 10,191 |
Environmental credits held for sale | 1,795 | 172 |
Prepaid expense and other current assets (includes $68 and $107 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | 6,322 | 6,005 |
Derivative financial assets - current portion | 309 | 633 |
Total current assets | 104,720 | 128,073 |
Capital spares | 3,752 | 3,468 |
Property, plant, and equipment, net (includes $25,884 and $26,626 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | 385,455 | 339,493 |
Operating right-of-use assets | 13,185 | 12,301 |
Investment in other entities | 212,579 | 207,099 |
Note receivable - variable fee component | 2,438 | 2,302 |
Other long-term assets | 1,616 | 1,162 |
Intangible assets, net | 1,466 | 1,604 |
Restricted cash - non-current (includes $2,063 and $1,850 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | 2,493 | 4,499 |
Goodwill | 54,608 | 54,608 |
Total assets | 782,312 | 754,609 |
Current liabilities: | ||
Fuel tax credits payable | 3,949 | 4,558 |
Accrued payroll (includes $38 and $— at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | 7,373 | 9,023 |
Accrued capital expenses | 18,324 | 15,128 |
Accrued expenses and other current liabilities (includes $812 and $647 at June 30, 2024 and December 31, 2022, respectively, related to consolidated VIEs) | 13,634 | 14,245 |
Contract liabilities | 6,262 | 6,314 |
OPAL Term Loan - current portion | 4,211 | 0 |
Sunoma Loan - current portion (includes $1,689 and $1,608 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | 1,689 | 1,608 |
Operating lease liabilities - current portion | 733 | 638 |
Other current liabilities (includes $97 and $92 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | 1,692 | 92 |
Asset retirement obligation, current portion | 1,952 | 1,812 |
Total current liabilities | 81,086 | 74,343 |
Asset retirement obligation - non-current portion | 5,642 | 4,916 |
OPAL Term Loan - non-current portion | 198,342 | 176,532 |
Sunoma Loan, net of debt issuance costs (includes $19,193 and $20,010 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | 19,193 | 20,010 |
Operating lease liabilities - non-current portion | 12,646 | 11,824 |
Earn out liabilities | 721 | 1,900 |
Other long-term liabilities (includes $2,683 and $211 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | 10,126 | 7,599 |
Total liabilities | 327,756 | 297,124 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (261,503) | (467,195) |
Accumulated other comprehensive income (loss) | 70 | (15) |
Class A common stock in treasury, at cost; 1,635,783 and 1,635,783 shares at June 30, 2024 and December 31, 2023, respectively | (11,614) | (11,614) |
Total Stockholders' deficit attributable to the Company | (273,030) | (478,807) |
Non-redeemable non-controlling interests | 517 | 955 |
Total Stockholders' deficit | (272,513) | (477,852) |
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit | 782,312 | 754,609 |
Redeemable preferred non-controlling interests | ||
Current liabilities: | ||
Redeemable non-controlling interests | 130,000 | 132,617 |
Redeemable non-controlling interests | ||
Current liabilities: | ||
Redeemable non-controlling interests | 597,069 | 802,720 |
Class A common stock | ||
Stockholders' deficit | ||
Common stock | 3 | 3 |
Class B common stock | ||
Stockholders' deficit | ||
Common stock | 7 | 0 |
Class C common stock | ||
Stockholders' deficit | ||
Common stock | 0 | 0 |
Class D common stock | ||
Stockholders' deficit | ||
Common stock | 7 | 14 |
Related Party | ||
Current assets: | ||
Accounts receivable, related party | 14,738 | 18,696 |
Current liabilities: | ||
Accounts payable | 8,169 | 7,024 |
Nonrelated Party | ||
Current liabilities: | ||
Accounts payable | $ 13,098 | $ 13,901 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Cash and cash equivalents | $ 19,016 | $ 38,348 |
Accounts receivable, net | 24,220 | 27,623 |
Restricted cash - current | 940 | 4,395 |
Parts inventory | 10,620 | 10,191 |
Prepaid expenses and other current assets | 6,322 | 6,005 |
Property, plant and equipment, net | 385,455 | 339,493 |
Restricted cash, non-current | 2,493 | 4,499 |
Accrued payroll | 7,373 | 9,023 |
Accrued expenses and other current liabilities | 13,634 | 14,245 |
Sunoma Loan- current portion | 1,689 | 1,608 |
Other current liabilities | 1,692 | 92 |
Sunoma Loan, net of debt issuance costs | 19,193 | 20,010 |
Other long-term liabilities | $ 10,126 | $ 7,599 |
Class A common stock, in treasury, at cost (in shares) | 1,635,783 | 1,635,783 |
Nonrelated Party | ||
Accounts payable | $ 13,098 | $ 13,901 |
Related Party | ||
Accounts payable | 8,169 | 7,024 |
Primary Beneficiary | ||
Cash and cash equivalents | 533 | 166 |
Accounts receivable, net | 388 | 33 |
Restricted cash - current | 940 | 4,395 |
Parts inventory | 29 | 29 |
Prepaid expenses and other current assets | 68 | 107 |
Property, plant and equipment, net | 25,884 | 26,626 |
Restricted cash, non-current | 2,063 | 1,850 |
Accounts payable | 50 | 744 |
Accrued payroll | 38 | 0 |
Accrued expenses and other current liabilities | 812 | 647 |
Sunoma Loan- current portion | 1,689 | 1,608 |
Other current liabilities | 97 | 92 |
Sunoma Loan, net of debt issuance costs | 19,193 | 20,010 |
Other long-term liabilities | 2,683 | 211 |
Primary Beneficiary | Nonrelated Party | ||
Accounts payable | 50 | 744 |
Primary Beneficiary | Related Party | ||
Accounts payable | $ 669 | $ 1,046 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 340,000,000 | |
Common stock, shares issued (in shares) | 30,058,569 | 29,701,146 |
Common stock, shares outstanding (in shares) | 28,422,786 | 28,065,363 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 160,000,000 | |
Common stock, shares issued (in shares) | 71,500,000 | 0 |
Common stock, shares outstanding (in shares) | 71,500,000 | 0 |
Class C common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 160,000,000 | |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Class D common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 160,000,000 | |
Common stock, shares issued (in shares) | 72,899,037 | 144,399,037 |
Common stock, shares outstanding (in shares) | 72,899,037 | 144,399,037 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Revenues: | |||||
Total revenues | $ 70,950 | $ 55,042 | $ 135,902 | $ 97,999 | |
Operating expenses: | |||||
Project development and startup costs | 2,935 | 1,115 | 3,720 | 2,998 | |
Selling, general, and administrative | 13,699 | 12,823 | 26,860 | 26,391 | |
Depreciation, amortization, and accretion | 4,269 | 3,628 | 7,980 | 7,195 | |
(Income) loss from equity method investments | (3,800) | 998 | (8,006) | 293 | |
Total expenses | 65,261 | 62,410 | 126,643 | 115,937 | |
Operating income (loss) | 5,689 | (7,368) | 9,259 | (17,938) | |
Other (expense) income: | |||||
Interest and financing expense, net | (4,989) | (956) | (8,950) | (1,597) | |
Loss on debt extinguishment | 0 | (1,895) | 0 | (1,895) | |
Change in fair value of derivative instruments, net | 776 | 1,160 | 1,179 | 5,093 | |
Other income | 432 | 123,109 | 1,097 | 123,041 | |
Income before provision for income taxes | 1,908 | 114,050 | 2,585 | 106,704 | |
Provision for income taxes | 0 | 0 | 0 | 0 | |
Net income | 1,908 | 114,050 | 2,585 | 106,704 | |
Net (loss) income attributable to redeemable non-controlling interests | (753) | 93,460 | (2,380) | 85,227 | |
Net income (loss) attributable to non-redeemable non-controlling interests | 196 | (183) | 198 | (480) | |
Dividends on redeemable preferred non-controlling interests | [1] | 2,618 | 2,849 | 5,236 | 5,612 |
Net (loss) income attributable to Class A common stockholders | $ (153) | $ 17,924 | $ (469) | $ 16,345 | |
Weighted average shares outstanding of Class A common stock: | |||||
Basic (in shares) | 27,674,567 | 26,977,682 | 27,523,150 | 27,179,488 | |
Diluted (in shares) | 27,674,567 | 27,248,639 | 27,523,150 | 27,556,700 | |
Per share amounts: | |||||
Basic (in dollars per share) | $ (0.01) | $ 0.66 | $ (0.02) | $ 0.60 | |
Diluted (in dollars per share) | $ (0.01) | $ 0.66 | $ (0.02) | $ 0.59 | |
RNG Fuel | |||||
Revenues: | |||||
Total revenues | $ 19,445 | $ 10,631 | $ 37,172 | $ 17,380 | |
Operating expenses: | |||||
Cost of sales | 8,321 | 7,609 | 16,659 | 14,153 | |
Fuel Station Services | |||||
Revenues: | |||||
Total revenues | 39,257 | 29,956 | 76,399 | 50,784 | |
Operating expenses: | |||||
Cost of sales | 30,938 | 27,476 | 61,273 | 47,768 | |
Renewable Power | |||||
Revenues: | |||||
Total revenues | 12,248 | 14,455 | 22,331 | 29,835 | |
Operating expenses: | |||||
Cost of sales | $ 8,899 | $ 8,761 | $ 18,157 | $ 17,139 | |
[1] Dividends on redeemable preferred non-controlling interests is allocated between redeemable non-controlling interests and Class A common stockholders based on their weighted average percentage of ownership. Please see Note. 13 Redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' Deficit |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Total revenues | $ 70,950 | $ 55,042 | $ 135,902 | $ 97,999 |
RNG Fuel | ||||
Total revenues | 19,445 | 10,631 | 37,172 | 17,380 |
RNG Fuel | Related Party | ||||
Total revenues | 15,881 | 9,412 | 31,376 | 14,127 |
Fuel Station Services | ||||
Total revenues | 39,257 | 29,956 | 76,399 | 50,784 |
Fuel Station Services | Related Party | ||||
Total revenues | 9,528 | 2,440 | 17,269 | 3,933 |
Renewable Power | ||||
Total revenues | 12,248 | 14,455 | 22,331 | 29,835 |
Renewable Power | Related Party | ||||
Total revenues | $ 1,804 | $ 1,747 | $ 3,330 | $ 3,274 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 1,908 | $ 114,050 | $ 2,585 | $ 106,704 |
Other comprehensive income: | ||||
Effective portion of the cash flow hedge attributable to equity method investments | 165 | 109 | 515 | 109 |
Reclassification adjustments included in earnings | 0 | (1,147) | 0 | (1,147) |
Net unrealized gain (loss) on cash flow hedges | 0 | 215 | 0 | (141) |
Total comprehensive income | 2,073 | 113,227 | 3,100 | 105,525 |
Net income attributable to Redeemable non-controlling interests | 1,430 | 95,851 | 1,995 | 89,936 |
Other comprehensive income (loss) attributable to Redeemable non-controlling interests | 137 | (690) | 430 | (989) |
Comprehensive income (loss) attributable to non-redeemable non-controlling interests | 196 | (183) | 198 | (480) |
Dividends on redeemable preferred non-controlling interests | 435 | 458 | 861 | 903 |
Comprehensive (loss) income attributable to Class A common stockholders | $ (125) | $ 17,791 | $ (384) | $ 16,155 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Class A common stock | Class B common stock | Class D common stock | Redeemable Preferred non-controlling interests | Redeemable non-controlling interests | Common stock Class A common stock | Common stock Class B common stock | Common stock Class D common stock | Additional paid-in capital | Accumulated deficit | Other comprehensive income | Non-redeemable non-controlling interests | Class A common stock in treasury Class A common stock | |
Beginning balance at Dec. 31, 2022 | $ 138,142 | $ 1,013,833 | |||||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | |||||||||||||||
Net income (loss) | (5,915) | ||||||||||||||
Other comprehensive income (loss) | (299) | ||||||||||||||
Stock-based compensation | 814 | ||||||||||||||
Change in redemption value of Redeemable non-controlling interests | 7,720 | ||||||||||||||
Paid-in-kind preferred dividend | 2,763 | ||||||||||||||
Distribution of paid-in-kind preferred dividend | (2,318) | ||||||||||||||
Ending balance at Mar. 31, 2023 | 140,905 | 1,013,835 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 29,477,766 | 144,399,037 | |||||||||||||
Beginning balance at Dec. 31, 2022 | $ (774,156) | $ 3 | $ 14 | $ 0 | $ (800,813) | $ 195 | $ 26,445 | $ 0 | |||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | (1,431) | (1,134) | (297) | ||||||||||||
Other comprehensive income (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 income (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 | |||||||||||||
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 | ||||||||||||||
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 | |||||||||||||
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) | ||||||||||||||
Beginning balance at Mar. 31, 2023 | 140,905 | 1,013,835 | |||||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | |||||||||||||||
Net income (loss) | 95,851 | ||||||||||||||
Other comprehensive income (loss) | (690) | (690) | |||||||||||||
Stock-based compensation | 1,576 | ||||||||||||||
Change in redemption value of Redeemable non-controlling interests | (39,907) | ||||||||||||||
Paid-in-kind preferred dividend | 2,849 | ||||||||||||||
Distribution of paid-in-kind preferred dividend | (2,391) | ||||||||||||||
Ending balance at Jun. 30, 2023 | 143,754 | 1,068,274 | |||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 29,330,115 | 144,399,037 | |||||||||||||
Beginning balance at Mar. 31, 2023 | (791,386) | $ 3 | $ 14 | 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 income (loss) | 18,199 | 18,382 | (183) | ||||||||||||
Other comprehensive income (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 | (152) | 40,059 | ||||||||||||
Paid-in-kind preferred dividend | (458) | (458) | |||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 29,330,115 | 144,399,037 | |||||||||||||
Ending balance at Jun. 30, 2023 | (760,602) | $ 3 | $ 14 | 0 | (749,912) | 4 | 903 | $ (11,614) | |||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | (1,635,783) | ||||||||||||||
Beginning balance at Dec. 31, 2023 | 132,617 | 802,720 | |||||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | |||||||||||||||
Net income (loss) | 565 | ||||||||||||||
Other comprehensive income (loss) | 293 | ||||||||||||||
Stock-based compensation | 848 | ||||||||||||||
Dividends on redeemable preferred non-controlling interests | 2,618 | ||||||||||||||
Dividends on redeemable preferred non-controlling interests | (2,192) | ||||||||||||||
Change in redemption value of Redeemable non-controlling interests | (97,044) | ||||||||||||||
Paid-in-kind preferred dividend | (5,235) | ||||||||||||||
Ending balance at Mar. 31, 2024 | 130,000 | 705,190 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 28,065,363 | 0 | 144,399,037 | 29,701,146 | 0 | 144,399,037 | |||||||||
Beginning balance at Dec. 31, 2023 | $ (477,852) | $ 3 | $ 0 | $ 14 | 0 | (467,195) | (15) | 955 | $ (11,614) | ||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | (1,635,783) | (1,635,783) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | $ 112 | 110 | 2 | ||||||||||||
Other comprehensive income (loss) | 57 | 57 | |||||||||||||
Issuance of Class A common stock under the ATM program (in shares) | [2] | 14,005 | |||||||||||||
Issuance of Class A common stock under the ATM program | [2] | 97 | 97 | ||||||||||||
Shares conversion (in shares) | 71,500,000 | (71,500,000) | |||||||||||||
Share conversion | $ 7 | $ (7) | |||||||||||||
Issuance of Class A common stock for vesting of equity awards (in shares) | [3] | 307,137 | |||||||||||||
Issuance of Class A common stock for vesting of equity awards | [3] | (627) | (627) | ||||||||||||
Distributions to non-redeemable non-controlling interests | (233) | (233) | |||||||||||||
Dividends on redeemable preferred non-controlling interests | (426) | (426) | |||||||||||||
Stock-based compensation | 165 | 165 | |||||||||||||
Change in redemption value of Redeemable non-controlling interests | 97,044 | 365 | 96,679 | ||||||||||||
Ending balance (in shares) at Mar. 31, 2024 | 30,022,288 | 71,500,000 | 72,899,037 | ||||||||||||
Ending balance at Mar. 31, 2024 | (381,663) | $ 3 | $ 7 | $ 7 | 0 | (370,832) | 42 | 724 | $ (11,614) | ||||||
Treasury stock, ending balance (in shares) at Mar. 31, 2024 | (1,635,783) | ||||||||||||||
Beginning balance at Dec. 31, 2023 | 132,617 | 802,720 | |||||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | |||||||||||||||
Other comprehensive income (loss) | 430 | ||||||||||||||
Paid-in-kind preferred dividend | (7,853) | ||||||||||||||
Ending balance at Jun. 30, 2024 | 130,000 | 597,069 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 28,065,363 | 0 | 144,399,037 | 29,701,146 | 0 | 144,399,037 | |||||||||
Beginning balance at Dec. 31, 2023 | $ (477,852) | $ 3 | $ 0 | $ 14 | 0 | (467,195) | (15) | 955 | $ (11,614) | ||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | (1,635,783) | (1,635,783) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Paid-in-kind preferred dividend | $ (861) | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2024 | 28,422,786 | 71,500,000 | 72,899,037 | 30,058,569 | 71,500,000 | 72,899,037 | |||||||||
Ending balance at Jun. 30, 2024 | $ (272,513) | $ 3 | $ 7 | $ 7 | 0 | (261,503) | 70 | 517 | $ (11,614) | ||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2024 | (1,635,783) | (1,635,783) | |||||||||||||
Beginning balance at Mar. 31, 2024 | 130,000 | 705,190 | |||||||||||||
Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract] | |||||||||||||||
Net income (loss) | 1,430 | ||||||||||||||
Other comprehensive income (loss) | $ 137 | 137 | |||||||||||||
Stock-based compensation | 1,538 | ||||||||||||||
Dividends on redeemable preferred non-controlling interests | 2,618 | ||||||||||||||
Dividends on redeemable preferred non-controlling interests | (2,183) | ||||||||||||||
Change in redemption value of Redeemable non-controlling interests | (109,043) | ||||||||||||||
Paid-in-kind preferred dividend | (2,618) | ||||||||||||||
Ending balance at Jun. 30, 2024 | $ 130,000 | $ 597,069 | |||||||||||||
Beginning balance (in shares) at Mar. 31, 2024 | 30,022,288 | 71,500,000 | 72,899,037 | ||||||||||||
Beginning balance at Mar. 31, 2024 | (381,663) | $ 3 | $ 7 | $ 7 | 0 | (370,832) | 42 | 724 | $ (11,614) | ||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2024 | (1,635,783) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | 478 | 282 | 196 | ||||||||||||
Other comprehensive income (loss) | 28 | 28 | |||||||||||||
Issuance of Class A common stock under the ATM program (in shares) | [2] | 22,348 | |||||||||||||
Issuance of Class A common stock under the ATM program | [2] | 73 | 73 | ||||||||||||
Issuance of Class A common stock for vesting of equity awards (in shares) | [3] | 13,933 | |||||||||||||
Distributions to non-redeemable non-controlling interests | (341) | 62 | (403) | ||||||||||||
Dividends on redeemable preferred non-controlling interests | (435) | (435) | |||||||||||||
Stock-based compensation | 304 | 304 | |||||||||||||
Change in redemption value of Redeemable non-controlling interests | 109,043 | (439) | 109,482 | ||||||||||||
Paid-in-kind preferred dividend | (435) | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2024 | 28,422,786 | 71,500,000 | 72,899,037 | 30,058,569 | 71,500,000 | 72,899,037 | |||||||||
Ending balance at Jun. 30, 2024 | $ (272,513) | $ 3 | $ 7 | $ 7 | $ 0 | $ (261,503) | $ 70 | $ 517 | $ (11,614) | ||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2024 | (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 3 Investment in Other entities and Note 12 Variable Interest Entities During the six months ended June 30, 2024, the Company issued shares of Class A common stock under the Company's ATM program. Please see Note 13. Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit for additional information. Represents the equity awards vested net of shares of Class A common stock withheld for taxes. Please see Note 16. Stock-based Compensation |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' DEFICIT (Parenthetical) | May 30, 2023 deconsolidated_entity |
RNG Fuel | |
Number of deconsolidated entities | 2 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 2,585 | $ 106,704 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Income from equity method investments | (8,006) | 293 |
Distributions from equity method investments | 8,669 | 0 |
Provision for bad debts | 0 | 492 |
Amortization of operating right-of-use assets | 334 | 303 |
Depreciation and amortization | 7,706 | 6,990 |
Amortization of deferred financing costs | 1,119 | 795 |
Loss on debt extinguishment | 0 | 1,895 |
Loss on warrant exchange | 0 | 338 |
Gain on deconsolidation of VIEs | 0 | (122,873) |
Accretion expense related to asset retirement obligation | 274 | 205 |
Stock-based compensation | 2,855 | 2,848 |
Paid-in-kind interest income | (136) | (159) |
Change in fair value of Convertible Note Payable | 0 | 1,143 |
Unrealized gain on derivative financial instruments | (855) | (4,906) |
Changes in operating assets and liabilities | ||
Accounts receivable | 3,403 | 3,770 |
Accounts receivable, related party | 3,958 | 12,421 |
Fuel tax credits receivable | (54) | 931 |
Capital spares | (284) | 387 |
Parts inventory | (429) | (3,320) |
Environmental credits held for sale | (1,623) | (2,510) |
Prepaid expense and other current assets | (570) | 3,121 |
Contract assets | (5,986) | (2,742) |
Accounts payable | (802) | 1,257 |
Accounts payable, related party | 1,145 | 2,941 |
Fuel tax credits payable | (609) | (696) |
Accrued payroll | (1,650) | (1,850) |
Accrued expenses | (611) | 3,125 |
Operating lease liabilities - current and non-current | (301) | (270) |
Other current and non-current liabilities | 4,171 | (1,054) |
Contract liabilities | (52) | (1,793) |
Net cash provided by operating activities | 14,251 | 7,786 |
Cash flows from investing activities: | ||
Purchase of property, plant, and equipment | (49,742) | (72,009) |
Proceeds from sale of short term investments | 1,290 | 48,021 |
Deconsolidation of VIEs, net of cash | 0 | (11,948) |
Distributions received from equity method investment | 2,922 | 7,756 |
Cash paid for investment in other entities | (8,550) | 0 |
Net cash used in investing activities | (54,080) | (28,180) |
Cash flows from financing activities: | ||
Proceeds from OPAL Term Loan | 25,000 | 10,000 |
Cash paid for purchase of shares upon exercise of put option | 0 | (16,391) |
Cash paid for taxes related to net share settlement of equity awards | (627) | 0 |
Financing costs paid to other third parties | (253) | 0 |
Repayment of Senior Secured Credit Facility | 0 | (22,750) |
Repayment of OPAL Term Loan | 0 | (13,866) |
Repayment of Municipality loan | 0 | (76) |
Repayment of Sunoma Loan | (783) | 0 |
Repayment of equipment loan | (44) | 0 |
Payment of preferred dividends | (7,853) | 0 |
Proceeds from sale of non-redeemable non-controlling interest | 0 | 12,778 |
Reimbursement of financing costs by joint venture partner | 0 | 826 |
Distribution to non-redeemable non-controlling interest | (574) | (222) |
Proceeds from issuance of shares of Class A common stock under the ATM program, net | 170 | 0 |
Net cash provided by (used in) financing activities | 15,036 | (29,701) |
Net decrease in cash, restricted cash, and cash equivalents | (24,793) | (50,095) |
Cash, restricted cash, and cash equivalents, beginning of period | 47,242 | 77,221 |
Cash, restricted cash, and cash equivalents, end of period | 22,449 | 27,126 |
Supplemental disclosure of cash flow information | ||
Interest paid, net of $2,074 and $3,785 capitalized, respectively | 7,185 | 1,507 |
Noncash investing and financing activities: | ||
Paid-in-kind dividend on redeemable preferred non-controlling interests | 0 | 5,612 |
Accrual for asset retirement obligation included in Property, plant and equipment | 591 | 0 |
Right-of-use assets arising from lease modifications | 1,218 | 0 |
Accrual for purchase of Property, plant and equipment included in Accounts payable and Accrued capital expenses | $ 18,324 | $ 8,864 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Cash Flows [Abstract] | ||||
Interest capitalized | $ 640 | $ 1,981 | $ 2,074 | $ 3,785 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business OPAL Fuels Inc. (including its subsidiaries, the “Company”, “OPAL,” “we,” “us” or “our”) is a renewable energy company specializing in the capture and conversion of biogas for the (i) production of RNG for use as a vehicle fuel for heavy and medium-duty trucking fleets, (ii) generation of electricity from renewable sources ("Renewable Power") for sale to utilities, (iii) generation and sale of Environmental Attributes associated with RNG and Renewable Power, and (iv) sales of RNG as pipeline quality natural gas. The term “Environmental Attributes” refers to federal, state and local government incentives in the United States, provided in the form of renewable identification numbers ("RINs"), RECs, LCFS credits, ISCC Carbon Credits, rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of renewable energy projects. OPAL also designs, develops, constructs, operates and services Fueling Stations for trucking fleets across the country that use natural gas to displace diesel as their transportation fuel. The biogas conversion projects currently use landfill gas and dairy manure as the source of the biogas. In addition, we have recently begun implementing design, development, and construction services for hydrogen Fueling Stations, and we are pursuing opportunities to diversify our sources of biogas to other waste streams. The Company is organized into four operating segments based on the characteristics and the nature of products and services. The four operating segments are RNG Fuel, Fuel Station Services, Renewable Power and Corporate. All amounts in these footnotes are presented in thousands of dollars except share and per share data. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 include the accounts of the Company and all other entities in which the Company has a controlling financial interest: OPAL Renewable Power LLC (formerly Fortistar Methane 3 LLC (“FM3”) and Fortistar Methane 4 LLC), Beacon RNG LLC (“Beacon”) Sunoma Holdings, LLC (“Sunoma”), New River LLC (“New River”), Reynolds RNG LLC (“Reynolds”), Central Valley LLC (“Central Valley”), Prince William RNG LLC (“Prince William”), Cottonwood RNG LLC (“Cottonwood”), Polk County RNG LLC (“Polk County”), OPAL Contracting LLC (formerly Fortistar Contracting LLC), OPAL RNG LLC (formerly Fortistar RNG LLC), and OPAL Fuel station services LLC (“Fuel Station Services”). The Company’s unaudited condensed consolidated financial statements include the assets and liabilities of these subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The non-controlling interest attributable to the Company's variable interest entities ("VIE") are presented as a separate component from the Stockholders' deficit in the condensed consolidated balance sheets and as a non-redeemable non-controlling interests in the condensed consolidated statements of changes in redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' deficit. Certain prior period amounts have been reclassified to conform with the current period presentation including reclassification of the Company’s proportional share of income in equity investments into operating income. See Note 3. Investment in Other Entities for further discussion. The Company reclassified certain project development and startup costs as a separate line within Operating expenses, which were previously included in Cost of sales - RNG Fuel and Selling, general and administrative expenses. Additionally, an adjustment for approximately $506 was recorded to move certain prior costs between selling, general and administrative costs to cost of sales – RNG fuel for the three months ended March 31, 2023, which is reflected in the six months ended June 30, 2023 amounts." Please see the Project development and startup costs section within Note 2. Additionally, the Company also reclassified certain Asset retirement obligations from current to non-current in its condensed consolidated balance sheet as of December 31, 2023. The information included in this quarterly report should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as the interim disclosures generally do not repeat those in the annual financial statements and are condensed in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the Company's financial statements include all normal and recurring adjustments necessary in order to make the financial statements not misleading and to provide a fair presentation of the Company's financial results for the interim periods included in this Quarterly Report. Variable Interest Entities Our policy is to consolidate all entities that we control by ownership of a majority of the outstanding voting stock. In addition, we consolidate entities that meet the definition of a VIE for which we are the primary beneficiary. The Company applies the VIE model from ASC 810 when the Company has a variable interest in a legal entity not subject to a scope exception and the entity meets any of the five characteristics of a VIE. The primary beneficiary of a VIE is considered to be the party that both possesses the power to direct the activities of the entity that most significantly impact the entity’s economic performance and has the obligation to absorb losses or the rights to receive benefits of the VIE that could be significant to the VIE. To the extent a VIE is not consolidated, the Company evaluates its interest for application of the equity method of accounting. Equity method investments are included in the condensed consolidated balance sheets as “Investments in other entities.” Investments in unconsolidated entities in which the Company has significant influence over the operating or financial decisions are accounted for under the equity method. As of June 30, 2024, the Company accounted for its ownership interests in Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road"), Emerald RNG LLC ("Emerald"), Sapphire RNG LLC ("Sapphire"), Paragon RNG LLC ("Paragon"), Land2Gas LLC (the "SJI Joint Venture") (RNG Atlantic and RNG Burlington)) and GREP BTB Holdings LLC ("GREP") under the equity method. Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the residual value of the useful lives of our property, plant and equipment, the fair value of stock-based compensation, asset retirement obligations, the estimated losses on our trade receivables, percentage completion for revenue recognition, incremental borrowing rate for calculating the right-of-use lease assets and lease liabilities, the impairment assessment of goodwill and the fair value of derivative instruments. Actual results could differ from those estimates. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year. Accounting Pronouncements not yet adopted In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280) ("ASU 2023-07"). The update improves the reportable segment disclosure requirements by requiring all entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM), report other segment items (segment revenue less the significant expenses disclosed and profit or loss) by reportable segment, title and position of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. Additionally, ASU 2023-07 requires that if the CODM uses more than one measure of a segment's net income or loss in assessing segment performance and deciding how to allocate resources, the entity may report one or more of those additional measures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively for all periods presented. The Company expects to report significant operating expenses by segment and other additional disclosures the Company is currently evaluating, upon adoption of ASU 2023-07 in its 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, 2024 and December 31, 2023: June 30, December 31, Current assets: Cash and cash equivalents $ 19,016 $ 38,348 Restricted cash - current (1) 940 4,395 Long-term assets: Restricted cash held as collateral (2) 2,493 4,499 Total cash, cash equivalents, and restricted cash $ 22,449 $ 47,242 (1) Restricted cash - current as of June 30, 2024 consists of $940 related to debt reserve on Sunoma Loan. Restricted cash - current as of December 31, 2023 consists of $3,361 related to debt reserve on the Sunoma Loan and $1,034 related to deposit on our interconnections payments. (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 $8,585 and $9,875 as of June 30, 2024 and December 31, 2023, respectively, consists of cash invested in money market accounts with maturities ranging between 1 and 12 months as of the reporting date. The amounts in these money market accounts are liquid and available for general use. Our short term investments are generally invested in commercial paper issued by highly credit worthy counter parties and government backed treasury bills. Investments are generally not FDIC insured and we take counter party risk on these investments. Earnout Liabilities 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, 2024, the Company recorded a gain of $776 and $1,179 in its condensed consolidated statements of operations. For the three and six months ended June 30, 2023, the Company recorded a gain of $327 and $4,638 in its condensed consolidated statements of operations. As of June 30, 2024 and December 31, 2023, the Company recorded $721 and $1,900, respectively, on its condensed consolidated balance sheets. Redeemable non-controlling interests Redeemable non-controlling interests represent the portion of OPAL Fuels that the Company controls and consolidates but does not own. The Redeemable non-controlling interest represents 144,399,037 Class B Units issued by OPAL Fuels to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the condensed consolidated statement of operations. At each balance sheet date, the mezzanine equity classified Redeemable non-controlling interests is adjusted up to their maximum redemption value if necessary, with an offset in Stockholders' equity. As of June 30, 2024, the maximum redemption value was $597,069. Project development and startup costs The Company has multiple RNG projects under construction for which the Company incurs certain development costs such as legal, consulting fees for joint venture structuring, royalties to the landfill owner, fines, settlements, site lease expenses and certification costs. Additionally, the Company also incurs certain expenses on new RNG projects that started operating for the first two years such as virtual pipeline costs (trucking costs incurred until a physical pipeline is connected) and ramp up costs. These costs are temporary and non-recurring over the project lifetime. Historically, the Company included these expenses in Cost of sales - RNG Fuel and Selling, general and administrative expenses with no associated revenues. For the three and six months ended June 30, 2024 and 2023, the Company is presenting these expenses in a separate line within operating expenses to provide additional information to the readers of the financial statements regarding the ongoing profitability of our RNG projects in operation. The following table provides information on the types of expenses classified under this expense category: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Site lease expenses $ 293 $ 252 $ 568 $ 506 Legal and professional fees 102 401 390 676 Royalties — 333 — 833 Virtual pipeline costs 2,540 — 2,659 700 Management services (1) — 75 30 201 Other — 54 73 82 Total Project development and startup costs $ 2,935 1,115 3,720 2,998 (1) Relates to charges billed to the individual projects by Fortistar. See Note. 10 Related parties for additional information. Net income per share The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period. The Company's diluted earnings per share includes effects of the Company's outstanding equity awards under the 2022 Plan (as defined elsewhere in these financial statements), Redeemable non-controlling interests (OPAL Fuels Class B units), redeemable preferred non-controlling interests, Earnout Awards. Accounts Receivable, net The Company's allowance for doubtful accounts was $0 and $0 at June 30, 2024 and December 31, 2023. Asset Retirement Obligation The Company accounts for asset retirement obligations in accordance with FASB ASC 410, Asset Retirement and Environmental Obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The fair value of the estimated asset retirement obligations is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The discounted asset retirement costs capitalized amount is accreted over the life of the sublease or site lease agreement. Asset retirement obligations are deemed Level 3 fair value measurements as the inputs used to measure the fair value are unobservable. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions. As of June 30, 2024 and December 31, 2023, the Company estimated the value of its total asset retirement obligations to be $7,594 and $6,728, respectively. The changes in the asset retirement obligations were as follows as of June 30, 2024: June 30, Balance, December 31, 2023 - Current and non-current $ 6,728 Additions during the year 592 Accretion expense 274 Total asset retirement obligation 7,594 Less: current portion (1,952) Total asset retirement obligation, net of current portion $ 5,642 Revenue Recognition The Company’s revenue arrangements generally consist of a single performance obligation to transfer goods or services. Revenue from the sale of RNG, CNG and electricity is recognized by applying the “right to invoice” practical expedient within the accounting guidance for Revenue from Contracts with Customers that allows for the recognition of revenue from performance obligations in the amount of consideration to which there is a right to invoice the customer and when the amount for which there is a right to invoice corresponds directly to the value transferred to the customer. For some public CNG Fueling Stations where there is no contract with the customer, the Company recognizes revenue at the point in time that the customer takes control of the fuel. The Company also performs maintenance services throughout the country. Maintenance consists of monitoring equipment and replacing parts as necessary to ensure optimum performance. Revenue from service agreements is recognized over time as services are provided. Capacity payments fluctuate based on peak times of the year and revenues from capacity payments are recognized monthly as earned. The Company has agreements with two natural gas producers ("Producers") to transport Producers' natural gas using the Company's RNG gathering system. The performance obligation is the delivery of Producers' natural gas to an agreed delivery point on an interstate gas pipeline. The quantity of natural gas transported for the Producers is measured at a certain specified meter reader. The price is fixed at contracted rates and the Producers pay approximately 30 days after month-end. As such, transportation sales are recognized over time, using the output method to measure progress. The Company provides credit monetization services to customers that own renewable gas generation facilities. The Company recognizes revenue from these services as the credits are minted on behalf of the customer. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as environmental credits held for sale within current assets based on their estimated fair value at contract inception. On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra for the Environmental Attributes generated by the RNG Fuels business. Under this agreement, the Company plans to sell a minimum of 90% of the Environmental Attributes generated and will receive net proceeds based on the agreed upon price less a specified discount. A specified volume of Environmental Attributes sold per quarter will incur a fee per Environmental Attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the three months ended June 30, 2024 and 2023, the Company earned net revenues after discount and fees of $25,409 and $11,852, respectively under this contract which was recorded as part of Revenues - RNG Fuel and Fuel Station Services. For the six months ended June 30, 2024 and 2023, the Company earned net revenues after discount and fees of $48,645 and $18,060, respectively. During 2020, the Company has an agreement with a counter party to sell LCFSs at one of our RNG facilities for a period of 7 years at a fixed contract price which has a certain predetermined floor and ceiling price per LCFS. The counter party has the right to apply any excess payment made calculated as the difference between adjusted Oil Price Information Service and the floor price per the contract, against future sales of LCFSs during the contract term. As of June 30, 2024, the Company recorded $2,522 as part of Other long-term liabilities on the condensed consolidated balance sheet. During the third and fourth quarters of 2022, two of the wholly-owned subsidiaries from our Renewable Power portfolio entered into a purchase and sale agreement with an Environmental Attribute marketing firm to sell Environmental Attributes associated with renewable biomethane ("ISCC Carbon Credits") and purchase brown gas back at contracted fixed prices per million British thermal units ("MMBtus"). One of these contracts has a term of 3 years from the date of certification of the facility with an auto-renewal option. The other contract was terminated in August 2023. During the third quarter of 2023, three additional Renewable Power facilities entered into purchase and sale agreements with 3 year terms and similar terms and conditions as the previous contracts. For the three months ended June 30, 2024 and 2023, the Company earned net revenues of $4,671 and $4,525, respectively under the contracts which were recorded as part of Revenues - Renewable Power in the condensed consolidated statement of operations. For the six months ended June 30, 2024 and 2023, the Company earned net revenues of $8,288 and $9,693, respectively under the contracts which were recorded as part of Revenues - Renewable Power in the condensed consolidated statement of operations. Sales of Environmental Attributes such as RINs, renewable energy credits ("RECs"), ISCC Carbon Credits and LCFS are generally recorded as revenue when the certificates related to them are delivered to a buyer. However, the Company may recognize revenue from the sale of such Environmental Attributes at the time of the related Renewable Power sales when the contract provides that title to the Environmental Attributes transfers at the time of production, the Company's price to the buyer is fixed, and collection of the sales proceeds is certain. Management operating fees are earned for the operation, maintenance, and repair of the gas collection system of a landfill site. Revenue is calculated on the volume of per million British thermal units of LFG collected and the megawatt hours ("MWhs") produced at that site. This revenue is recognized when LFG is collected and Renewable Power is delivered. The Company has various fixed price contracts for the construction of Fueling Stations for customers. Revenues from these contracts, including change orders, are recognized over time, with progress measured by the percentage of costs incurred to date compared to estimated total costs for each contract. This method is used as management considers costs incurred to be the best available measure of progress on these contracts. Costs capitalized to fulfill certain contracts were not material in any of the periods presented. The Company owns Fueling Stations for use by customers under fuel sale agreements. The Company bills these customers at an agreed upon price for each gallon sold and recognizes revenue based on the amounts invoiced in accordance with the "right to invoice" practical expedient. For some public stations where there is no contract with the customer, the Company recognizes revenue at the point-in-time that the customer takes control of the fuel. The Company from time-to-time enters into fuel purchase agreements with customers whereby the Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. In accordance with the standards of ASC 840, Leases , the Company has concluded these agreements meet the criteria for a lease and are classified as operating leases. Typically, these agreements do not require any minimum consumption amounts and, therefore, no minimum payments. Upon adoption of ASC 842, the Company adopted the practical expedient not to reassess the classification. For additional information on lease revenues earned, please see Note 8. Leases. Disaggregation of Revenue The following table shows the disaggregation of revenue according to product line: Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Renewable Power sales $ 6,833 $ 8,393 $ 12,652 $ 17,996 Third party construction 8,705 15,093 19,495 22,247 Service 5,102 4,000 10,437 8,904 Brown gas sales 5,768 7,821 11,370 15,351 Environmental credits (1) 42,370 17,690 78,047 30,368 Parts sales 751 1,149 1,148 1,336 Other 276 — 617 — Total revenue from contracts with customers 69,805 54,146 133,766 96,202 Lease revenue (2) 1,145 896 2,136 1,797 Total revenue $ 70,950 $ 55,042 $ 135,902 $ 97,999 (1) Includes revenues of $4,671 and $4,525, respectively, for the three months ended June 30, 2024 and 2023, from customers domiciled outside of United States. For the six months ended June 30, 2024 and 2023, revenues include $8,288 and $9,693, respectively, from customers domiciled outside of United States. (2) Lease revenue relates to approximately twenty-nine fuel purchasing agreements out of which we have two of our RNG fuel stations with minimum take or pay provisions and revenue from power purchase agreements at two of our Renewable Power facilities where we determined that we transferred the right to control the use of the power plant to the purchaser. For the three months ended June 30, 2024 and 2023, 12% and 27%, respectively of revenue was recognized over time, and the remainder was for products and services transferred at a point in time. For the six months ended June 30, 2024 and 2023, 14% and 23%, respectively of revenue was recognized over time, and the remainder was for products and services transferred at a point in time. Other income The following table shows the items consisting of items recorded as Other income: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Loss on warrant exchange $ — $ — $ — $ (338) Gain on deconsolidation of VIEs (1) — 122,873 — 122,873 Gain on transfer of non-financial asset in exchange for services received (2) 432 236 1,097 506 Other income $ 432 $ 123,109 $ 1,097 $ 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 $ 24,220 $ 27,623 Contract assets: Cost and estimated earnings in excess of billings $ 10,662 $ 4,630 Accounts receivable retainage, net 2,114 2,160 Contract assets total $ 12,776 $ 6,790 Contract liabilities: Billings in excess of costs and estimated earnings $ 6,262 $ 6,314 Contract liabilities total $ 6,262 $ 6,314 During the six months ended June 30, 2024, the Company recognized revenue of $3,746 that was included in "Contract liabilities" at December 31, 2023. During the six months ended June 30, 2023, the Company recognized revenue of $8,013 that was included in "Contract liabilities" at December 31, 2022. Environmental credits held for sale The Company provides dispensing and credit monetization services to OPAL owned facilities and third-party customers that own renewable gas generation facilities. The Company recognizes revenue from these services as the credits are minted on behalf of the customer. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the environmental credits received as part of Revenues - Fuel Station Services and environmental credits held for sale within current assets based on their estimated fair value at contract inception. It is recorded at historical fair value at contract inception and reviewed to ensure it is recorded at lower of cost and net realizable value at each balance sheet date. Due to the historically higher LCFS pricing, the fair value at contract inception may be significantly higher than the net realizable value of the environmental credits generated at the period-end balance sheet date. For the three months ended June 30, 2024 and 2023, the Company recorded $3,694 and $1,797 as part of Cost of sales - Fuel Station Services in its condensed consolidated statements of operations to adjust environmental credits held for sale to lower of cost and net realizable value. For the six months ended June 30, 2024 and 2023, the Company recorded $6,850 and $3,015 as part of Cost of sales - Fuel Station Services in its condensed consolidated statements of operations to adjust environmental credits held for sale to lower of cost and net realizable value. Fuel Station Services Construction Backlog The Company's remaining performance obligations ("backlog") represent the unrecognized revenue value of its contract commitments. The Company's backlog may significantly vary each reporting period based on the timing of major new contract commitments. At June 30, 2024, the Company had a backlog of $42,814 of which $37,427 is anticipated to be recognized as revenue in the next 12 months. Major Maintenance Major maintenance is a component of maintenance expense and encompasses overhauls of internal combustion engines, gas compressors and electrical generators. Major maintenance is expensed as incurred. Major maintenance expense was $2,464 and $2,154 for the three months ended June 30, 2024 and 2023 respectively, and is included in cost of sales — Renewable Power in the condensed consolidated statements of operations. For the six months ended June 30, 2024 and 2023 respectively, major maintenance expense included in cost of sales — Renewable Power was $5,373 and $4,230, respectively. Vulnerability Due to Certain Concentrations Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, short term investments, derivative instruments and trade accounts receivable. The Company holds cash, cash equivalents and restricted cash at several major financial institutions, much of which exceeds FDIC insured limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with any one financial institution and monitor the credit ratings of those institutions. While the Company may be exposed to credit losses due to the nonperformance of the holders of its deposits, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows or financial condition. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s condensed consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company calculates the interim tax provision in accordance with the provisions of ASC Subtopic 740-270, Income Taxes; Interim Reporting . For interim periods, the Company estimates the annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. Significant Customers, Vendors and Concentration of Credit Risk For the three and six months ended June 30, 2024, two customers accounted for 53% of the revenue, respectively. For the three and six months ended June 30, 2023, three customers accounted for 47% and 46% of the revenue, respectively. At June 30, 2024, two customers accounted for 53% of accounts receivable. At December 31, 2023, two customers accounted for 54% of accounts receivable. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and trade receivables. The Company places its cash with high credit quality financial institutions located in the United States of America. The Company performs ongoing credit evaluations of its customers. As of June 30, 2024 , |
Investments in Other Entities
Investments in Other Entities | 6 Months Ended |
Jun. 30, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Other Entities | Investment in Other Entities The Company uses the equity method to account for investments in affiliates that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company's investments in these nonconsolidated affiliates are reflected in the Company's condensed consolidated balance sheets under the equity method, and the Company's proportionate net (loss) income, if any, is included in the Company's condensed consolidated statements of operations as (loss) income from equity method investments. We continue to evaluate operational developments and the impact of the anticipated expansion of the operations of our existing equity method investments. Based on our analysis, it was determined that our equity method investments have evolved into a critical, integral part of our RNG segment business operations as they provide critical additional production capacity. Therefore, we have determined that the presentation of income (loss) from equity method investments as part of the operating income is more meaningful and useful information to the readers of our financial statements. As a result, we have reclassified our portion of income (loss) from equity method investments to Operating income for all periods presented. The Company has elected to apply the cumulative earnings approach for classifying distributions received from equity method investees. Distributions are classified as cash inflows from operating activities unless they exceed the investor's cumulative equity in earnings, in which case the excess is classified as cash inflows from investing activities. The following table shows the movement in Investment in Other Entities: Pine Bend Noble Road GREP SJI Paragon Total Percentage of ownership 50 % 50 % 20 % 50 % 50 % Balance at December 31, 2023 $ 21,062 $ 22,174 $ 2,015 $ 1,567 $ 160,281 $ 207,099 Net income from equity method investment 2,135 3,030 (291) (258) 6,248 $ 10,864 Contribution by the Company — — — 4,500 4,050 $ 8,550 Distributions from return on investment in equity method investment (1 (2,042) (2,850) — — (3,777) $ (8,669) Distributions from return of investment in equity method investment (2) (558) — — — (2,364) $ (2,922) Accumulated other comprehensive income — — — — 515 $ 515 Amortization of basis difference (3) (93) (295) — — (2,470) $ (2,858) Balance at June 30, 2024 $ 20,504 $ 22,059 $ 1,724 $ 5,809 $ 162,483 $ 212,579 (1) Recorded as part of cash flows from operating activities for the six months ended June 30, 2024. (2) Recorded as part of cash flows from investing activities for the six months ended June 30, 2024. (3) Reflected in Income from equity method investments in the condensed consolidated statement of operations for the six months ended June 30, 2024. The following table summarizes the net income from equity method investments: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue $ 25,567 $ 6,925 $ 50,974 $ 14,464 Gross profit 9,919 8,225 21,013 9,876 Net loss 8,693 (2,686) 19,397 (2,899) Net (loss) income from equity method investments (1) $ 3,800 (998) $ 8,006 $ (293) (1) |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and December 31, 2023: June 30, December 31, Plant and equipment $ 262,264 $ 205,188 CNG/RNG fueling stations 56,725 51,749 Construction in progress (1) 158,663 175,060 Buildings 2,585 2,585 Land 1,303 1,303 Service equipment 2,591 2,481 Leasehold improvements 815 815 Vehicles 457 489 Office furniture and equipment 307 307 Computer software 277 277 Land lease - finance lease 6,096 6,469 Vehicles - finance leases 2,288 2,580 Other 612 591 494,983 449,894 Less: accumulated depreciation (109,528) (110,401) Property, plant, and equipment, net $ 385,455 $ 339,493 (1) Includes $1,055 and $5,475 of capitalized interest on our OPAL Term Loan facility for the six months ended June 30, 2024 and for the year ended December 31, 2023. On October 20, 2023, our wholly owned subsidiary entered into an Asset Purchase and Sale Agreement (for the purposes of this paragraph, the “Agreement”) with Washington Gas Light Company ("WGL"). The subsidiary constructed an RNG production facility at the Prince William County landfill located in Manassas, Virginia, to process landfill gas into RNG. The Agreement obligates the subsidiary to develop, plan and permit a gas pipeline extension and associated interconnection facilities (the “Pipeline Project”) to deliver RNG from the facility to an interconnection point on WGL’s pipeline. Per the terms and conditions of the Agreement, WGL will purchase the Pipeline Project from the subsidiary after its final completion at a purchase price of $25 million. The closing is contingent upon approval of the Agreement by the Virginia State Corporation Commission, as well as the satisfaction of customary closing conditions, and the outside closing date is on or prior to October 20, 2024. During the second quarter of 2024, the agreement has been amended to move the closing date to first quarter of 2025. As of June 30, 2024, we have recorded capital expenditure of $2,881 which is included in the Property, Plant and Equipment on our condensed consolidated balance sheet. As of June 30, 2024, the Construction in progress consists of capital expenditures on construction of RNG generation facilities including, but not limited to Polk County, Cottonwood, Central Valley RNG projects and RNG dispensing facilities. Polk County is expected to be operational in the fourth quarter of 2024. The remaining facilities except Central Valley RNG projects, for which costs are in construction in progress as of June 30, 2024, are expected to be operational during 2025. Regarding the Central Valley RNG projects, please refer to Note 17. Commitments and Contingencies for additional information. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net, consisted of the following at June 30, 2024 and December 31, 2023: June 30, 2024 Cost Accumulated Intangible Weighted Power purchase agreements $ 8,999 $ (7,536) $ 1,463 18.1 Transmission/distribution interconnection 1,600 (1,600) — 15.1 Intellectual property 43 (40) 3 5.0 Total intangible assets $ 10,642 $ (9,176) $ 1,466 December 31, 2023 Cost Accumulated Intangible Weighted Power purchase agreements $ 8,999 $ (7,926) $ 1,073 18.1 Transmission/distribution interconnection 1,600 (1,076) 524 15.1 Intellectual property 43 (36) 7 5.0 Total intangible assets $ 10,642 $ (9,038) $ 1,604 Amortization expense for the three and six months ended June 30, 2024 was $71 and $138, respectively. Amortization expense for the three and six months ended June 30, 2023 was $153 and $313, respectively. At June 30, 2024, estimated future amortization expense for intangible assets is as follows: Six months ended December 31, 2024 $ 136 Fiscal year: 2025 267 2026 231 2027 171 2028 171 Thereafter 490 $ 1,466 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 $ 51,155 $ 3,453 $ 54,608 Balance at June 30, 2024 $ 51,155 $ 3,453 $ 54,608 |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings The following table summarizes the borrowings under the various debt facilities as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 OPAL Term Loan 211,618 186,618 Less: unamortized debt issuance costs (9,065) (10,086) Less: current portion (4,211) — OPAL Term Loan, net of debt issuance costs 198,342 176,532 Sunoma Loan 21,672 22,453 Less: unamortized debt issuance costs (790) (835) Less: current portion (1,689) (1,608) Sunoma Loan, net of debt issuance costs 19,193 20,010 Non-current borrowings total $ 217,535 $ 196,542 As of June 30, 2024, principal maturities of debt are expected as follows, excluding any undrawn debt facilities as of the date of the condensed consolidated balance sheets: OPAL Term Loan Sunoma Loan Total Six months ending December 31, 2024 $ — $ 826 $ 826 Fiscal year: 2025 8,338 1,756 10,094 2026 8,009 1,898 9,907 2027 7,695 2,051 9,746 2028 187,576 2,213 189,789 Thereafter $ — 12,928 12,928 $ 211,618 $ 21,672 $ 233,290 OPAL Term Loan On October 22, 2021, OPAL Fuels Intermediate Holding Company LLC (“OPAL Intermediate Holdco”), an indirect wholly-owned subsidiary of the Company, entered into a $125,000 term loan agreement (the "OPAL Term Loan") with a syndicate of lenders. On September 1, 2023, OPAL Intermediate Holdco restructured its existing credit agreement and entered into a new senior secured credit facility (the "Credit Agreement") with OPAL Intermediate HoldCo as the Borrower, direct and indirect subsidiaries of the Borrower as guarantors (the “Guarantors”), the lenders party thereto, as lenders, Apterra Infrastructure Capital LLC, Barclays Bank PLC, BofA Securities, Inc., Celtic Bank Corporation, Citibank, N.A., JP Morgan Chase Bank, N.A. Investec Inc. and ICBC Standard Bank PLC, as joint lead arrangers, and Bank of America, N.A., as administrative agent. Four of the existing lenders participated in the new credit facility. The Credit Agreement provides for up to $450.0 million of initial and delayed draw term loans (with such delayed draw term loans available for up to 18 months after closing) and $50.0 million of revolving loans. The proceeds from the facility are expected to be used to fund other general corporate purposes of the Borrower and Guarantors. The Company paid transaction fees and expenses in the amount of approximately $9,976. The amounts outstanding under the Credit Agreement are secured by the assets of the indirect subsidiaries of OPAL Intermediate Holdco. As of June 30, 2024 and December 31, 2023, the outstanding loan balance (current and non-current) excluding deferred financing costs was $211,618 and $186,618, respectively. During the second quarter of 2024, the Company drew down an additional $25,000. Additionally, the Company utilized $13,694 of availability under the revolver loan to provide for the issuance of letters of credit to support the operations of the Borrower and the Guarantors. The outstanding loans under the Credit Agreement initially bear interest at an annual rate of Term SOFR plus 3.5%, increasing by 0.25% per annum during the term. Commencing March 31, 2025, the outstanding principal amount of the term loans amortizes at a rate of 1% per quarter and the Borrower is obligated to pay a leverage based cash sweep ranging from 25% to 100% of distributable cash of Borrower and the Guarantors, and subject to certain other mandatory prepayment requirements. The term loans and revolving loans mature on September 1, 2028. The Credit Agreement requires the Borrower to maintain a consolidated debt service coverage ratio of not less than 1.2 to 1.0, as tested on a trailing four quarters basis as of the last day of each fiscal quarter during the term commencing with the quarter ended December 31, 2023, and to maintain a consolidated debt to cash flow ratio of not greater than 4.5 to 1.0 during the delayed draw availability period, and not greater than 4.0 to 1.0 thereafter. The Credit Agreement includes certain customary and project-related affirmative and negative covenants, including restrictions on distributions, and events of default, which include payment defaults breaches of covenants; changes of control materially incorrect or misleading representations or warranties bankruptcy or other events of insolvency and certain project-related defaults. As of June 30, 2024, the Company is in compliance with the financial covenants under the OPAL Term Loan. Additionally, the OPAL Term Loan contains restrictions on distributions and additional indebtedness. The Company has the ability, during the delayed draw availability period and subject to the satisfaction of certain credit and project-related conditions precedent, to join other newly acquired subsidiaries with comparable renewable projects in development under the credit facility for comparable funding. Sunoma Loan On August 27, 2020, Sunoma, an indirect wholly-owned subsidiary of the Company entered into a debt agreement (the "Sunoma Loan Agreement") with Live Oak Banking Company for an aggregate principal amount of $20,000. Sunoma paid $635 as financing fees. The amounts outstanding under the Sunoma Loan are secured by the assets of Sunoma. The Sunoma Loan Agreement contains certain financial covenants which require Sunoma to maintain (i) maximum debt to net worth ratio not to exceed 5:1 (ii) a minimum current ratio not less than 1.0 and (iii) minimum debt service coverage ratio of trailing four quarters not less than 1.25. On July 19, 2022, Sunoma completed the conversion of the construction loan into a permanent loan and increased the commitment from $20,000 to $23,000. As of June 30, 2024, Sunoma in compliance with the financial covenants under the Sunoma Loan Agreement. The borrowings under the Sunoma Loan Agreement bear interest at the rate of prime rate plus 3.5% or 7.75% and have a maturity date of July 19, 2033. The Company is required to pay a quarterly amortization of principal of $380 beginning in October 2023. As of June 30, 2024 and December 31, 2023, the outstanding loan balance (current and non-current) excluding deferred financing costs was $21,672 and $22,453, respectively. The significant assets of Sunoma are parenthesized in the condensed consolidated balance sheets as June 30, 2024 and December 31, 2023. See Note 12. Variable Interest Entities for additional information. Convertible Note Payable On May 1, 2021, the Company acquired the remaining ownership interests in Beacon and signed an unsecured, contingently convertible note (the "Convertible Note Payable") with Ares for a total aggregate amount for $50,000 at an interest rate of 8.00% per annum. The Company repaid the outstanding balance in full on September 1, 2023. Municipality Loan FM3, an indirect wholly-owned subsidiary of the Company, entered into a loan agreement for the construction of an interconnection that was initially funded by the municipality. The loan was fully repaid in April 2023. Senior Secured Credit Facility On September 21, 2015, FM3, an indirect wholly-owned subsidiary of the Company, entered into a senior secured credit facility (the "Senior Secured Credit Facility") as a borrower and a syndicate of lenders, which provides for an aggregate principal amount of $150,000, consisting of (i) a term loan of $125,000 and a (ii) working capital letter of credit facility of up to $19,000 and a (iii) debt service reserve and liquidity facility of up to $6,000. On March 20, 2023, the Company repaid in full the remaining outstanding loan under this facility. Interest rates 2024 For the three and six months ended June 30, 2024, the weighted average effective interest rate including amortization of debt issuance costs on OPAL Term Loan was 9.3% and 7.9%, respectively. For the three and six months ended June 30, 2024, the interest rate on the Sunoma Loan was 8.5% and 8.4%, respectively. 2023 For the three and six months ended June 30, 2023, the weighted average effective interest rate on the Senior Secured Credit Facility including amortization of debt issuance costs on Senior Secured Credit Facility was 5.6% including a margin plus LIBOR. The facility was fully repaid in March 2023. For the three and six months ended June 30, 2023, the weighted average effective interest rate on OPAL Term Loan including amortization of debt issuance costs was 9.2% and 8.8%. For three and six months ended June 30, 2023, the interest rate on the Sunoma loan was 8.0%. For the three and six months ended June 30, 2023, the payment-in-kind interest rate on Convertible Note Payable was 8.0%. For the three and six months ended June 30, 2023, the weighted average interest rate on Municipality loan was 3.0%. The following table summarizes the Company's total interest expense for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Senior Secured Credit Facility $ — $ — $ 2 $ 281 Convertible Note Payable mark-to-market — 581 — 1,144 Sunoma Loan 440 449 901 894 OPAL Term Loan (1) 3,549 — 6,318 19 Equipment loan 5 — 10 — Commitment fees and other finance fees 774 184 1,462 312 Amortization of deferred financing cost 564 345 1,119 795 Interest expense on finance leases 141 21 288 37 Interest income (484) (624) (1,150) (1,885) Total interest expense $ 4,989 $ 956 $ 8,950 $ 1,597 (1) Excludes $640 and $2,074 of interest capitalized and recorded as part of Property, Plant and Equipment for the three and six months ended June 30, 2024, respectively. Excludes $1,981 and $3,785 of interest capitalized and recorded as part of Property, Plant and Equipment for the three and six months ended June 30, 2023, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases The following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the adoption date. Included in Fuel Station Service revenues are $935 and $1,707 related to the lease portion of the FPAs for the three and six months ended June 30, 2024, respectively. It includes $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively. Included in Renewable Power revenues are $210 and $429 related to the lease element of the PPAs for the three and six months ended June 30, 2024, respectively. Includes $264 and $595 related to the lease element of the PPAs for the three and six ended June 30, 2023, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MD Digester ("MD") and VS Digester ("VS"). During the second quarter of 2024, the Company revised the commercial operation date for its leases for MD and VS by between 20 to 24 months which changed the lease term for both the leases. Beginning in the second quarter of 2024 the Company treated this as a lease modification and increased its right-of-use asset and corresponding lease liability by $1,218 on its condensed consolidated balance sheet as of June 30, 2024, using the incremental borrowing rate of 7.28%. On December 27, 2023, OPAL entered into an Amended and Restated Lease Agreement with a counter party which amended the payment terms to include a minimum volume requirement that requires OPAL to pay lease payments of $1 per GGE of CNG pumped with annual minimum volumes for the lease term. The Company determined that the site lease is a finance lease because the present value of the sum of the lease payments is substantially greater than the fair value of the parcel of land. Therefore, the Company recorded right-of-use asset and related lease liability on December 27, 2023. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The Company determined that the three site leases and the one office lease are operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use the underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its condensed consolidated statement of operations for the three and six months ended June 30, 2024 and 2023. The lease expense for the office lease is recorded as part of Selling, general and administrative expenses in its condensed consolidated statement of operations for the three and months ended June 30, 2024 and 2023. Vehicle leases The Company leases approximately 104 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its condensed statement of operations for the three and six months ended June 30, 2024 and 2023. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. Right-of-use assets and Lease liabilities as of June 30, 2024 and December 31, 2023 are as follows: Description Location in Balance Sheet June 30, 2024 December 31, 2023 Assets: Operating leases (1) : Site leases Right-of-use assets $ 12,438 $ 11,330 Office lease Right-of-use assets 747 971 13,185 12,301 Finance leases (1) : Vehicle leases Property, plant and equipment, net 2,288 2,580 Site lease Property, plant and equipment, net 6,096 6,468 8,384 9,048 Total right-of-use assets $ 21,569 $ 21,349 Liabilities (1) : Sites leases Lease liabilities - current portion 205 $ 130 Office lease Lease liabilities - current portion 528 508 Vehicle leases - finance Accrued expenses and other current liabilities 771 827 Site leases - finance Accrued expenses and other current liabilities 471 571 1,975 2,036 Sites leases Lease liabilities - non-current portion 12,315 11,222 Office lease Lease liabilities - non-current portion 331 602 Vehicle leases - finance Other long-term liabilities 1,505 1,801 Site leases - finance Other long-term liabilities 5,771 5,587 19,922 19,212 Total lease liabilities $ 21,897 $ 21,248 (1) The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 2.30% to 7.28%. The table below presents components of the Company's lease expense for the three and six months ended June 30, 2024 and 2023: Description Location in Statement of Operations Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease expense for site leases Cost of sales - RNG Fuel $ 282 $ 263 $ 565 $ 526 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 245 141 479 281 Interest expense on lease liabilities - finance leases Interest and financing expense, net 141 21 288 37 $ 789 $ 546 $ 1,574 $ 1,086 The Company does not have material short term lease expense for the three and six months ended June 30, 2024 and 2023. The Company did not enter into any operating leases greater than 12 months for the six months ended June 30, 2024. Weighted average remaining lease term (years) June 30, 2024 Operating leases 21.2 years Financing leases 6.6 years Weighted average discount rate Operating leases 7.05 % Financing leases 6.60 % The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of June 30, 2024: Site leases Office leases Vehicle leases Site lease - Finance Total Weighted average discount rate 7.6 % 2.3 % 7.6 % 6.1 % Six months ending December 31, 2024 $ 536 $ 271 $ 551 $ 481 $ 1,839 2025 1,129 562 996 963 3,650 2026 1,129 47 841 963 2,980 2027 1,129 — 459 963 2,551 2028 1,129 — 12 963 2,104 Thereafter 19,971 — — 3,287 23,258 25,023 880 2,859 7,620 36,382 Present value of lease liability 12,520 859 2,276 6,242 21,897 Lease liabilities - current portion 205 528 771 471 1,975 Lease liabilities - non-current portion 12,315 331 1,505 5,771 19,922 Total lease liabilities $ 12,520 $ 859 $ 2,276 $ 6,242 $ 21,897 Discount based on incremental borrowing rate $ 12,503 $ 21 $ 583 $ 1,378 $ 14,485 |
Leases | Leases The following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the adoption date. Included in Fuel Station Service revenues are $935 and $1,707 related to the lease portion of the FPAs for the three and six months ended June 30, 2024, respectively. It includes $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively. Included in Renewable Power revenues are $210 and $429 related to the lease element of the PPAs for the three and six months ended June 30, 2024, respectively. Includes $264 and $595 related to the lease element of the PPAs for the three and six ended June 30, 2023, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MD Digester ("MD") and VS Digester ("VS"). During the second quarter of 2024, the Company revised the commercial operation date for its leases for MD and VS by between 20 to 24 months which changed the lease term for both the leases. Beginning in the second quarter of 2024 the Company treated this as a lease modification and increased its right-of-use asset and corresponding lease liability by $1,218 on its condensed consolidated balance sheet as of June 30, 2024, using the incremental borrowing rate of 7.28%. On December 27, 2023, OPAL entered into an Amended and Restated Lease Agreement with a counter party which amended the payment terms to include a minimum volume requirement that requires OPAL to pay lease payments of $1 per GGE of CNG pumped with annual minimum volumes for the lease term. The Company determined that the site lease is a finance lease because the present value of the sum of the lease payments is substantially greater than the fair value of the parcel of land. Therefore, the Company recorded right-of-use asset and related lease liability on December 27, 2023. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The Company determined that the three site leases and the one office lease are operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use the underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its condensed consolidated statement of operations for the three and six months ended June 30, 2024 and 2023. The lease expense for the office lease is recorded as part of Selling, general and administrative expenses in its condensed consolidated statement of operations for the three and months ended June 30, 2024 and 2023. Vehicle leases The Company leases approximately 104 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its condensed statement of operations for the three and six months ended June 30, 2024 and 2023. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. Right-of-use assets and Lease liabilities as of June 30, 2024 and December 31, 2023 are as follows: Description Location in Balance Sheet June 30, 2024 December 31, 2023 Assets: Operating leases (1) : Site leases Right-of-use assets $ 12,438 $ 11,330 Office lease Right-of-use assets 747 971 13,185 12,301 Finance leases (1) : Vehicle leases Property, plant and equipment, net 2,288 2,580 Site lease Property, plant and equipment, net 6,096 6,468 8,384 9,048 Total right-of-use assets $ 21,569 $ 21,349 Liabilities (1) : Sites leases Lease liabilities - current portion 205 $ 130 Office lease Lease liabilities - current portion 528 508 Vehicle leases - finance Accrued expenses and other current liabilities 771 827 Site leases - finance Accrued expenses and other current liabilities 471 571 1,975 2,036 Sites leases Lease liabilities - non-current portion 12,315 11,222 Office lease Lease liabilities - non-current portion 331 602 Vehicle leases - finance Other long-term liabilities 1,505 1,801 Site leases - finance Other long-term liabilities 5,771 5,587 19,922 19,212 Total lease liabilities $ 21,897 $ 21,248 (1) The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 2.30% to 7.28%. The table below presents components of the Company's lease expense for the three and six months ended June 30, 2024 and 2023: Description Location in Statement of Operations Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease expense for site leases Cost of sales - RNG Fuel $ 282 $ 263 $ 565 $ 526 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 245 141 479 281 Interest expense on lease liabilities - finance leases Interest and financing expense, net 141 21 288 37 $ 789 $ 546 $ 1,574 $ 1,086 The Company does not have material short term lease expense for the three and six months ended June 30, 2024 and 2023. The Company did not enter into any operating leases greater than 12 months for the six months ended June 30, 2024. Weighted average remaining lease term (years) June 30, 2024 Operating leases 21.2 years Financing leases 6.6 years Weighted average discount rate Operating leases 7.05 % Financing leases 6.60 % The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of June 30, 2024: Site leases Office leases Vehicle leases Site lease - Finance Total Weighted average discount rate 7.6 % 2.3 % 7.6 % 6.1 % Six months ending December 31, 2024 $ 536 $ 271 $ 551 $ 481 $ 1,839 2025 1,129 562 996 963 3,650 2026 1,129 47 841 963 2,980 2027 1,129 — 459 963 2,551 2028 1,129 — 12 963 2,104 Thereafter 19,971 — — 3,287 23,258 25,023 880 2,859 7,620 36,382 Present value of lease liability 12,520 859 2,276 6,242 21,897 Lease liabilities - current portion 205 528 771 471 1,975 Lease liabilities - non-current portion 12,315 331 1,505 5,771 19,922 Total lease liabilities $ 12,520 $ 859 $ 2,276 $ 6,242 $ 21,897 Discount based on incremental borrowing rate $ 12,503 $ 21 $ 583 $ 1,378 $ 14,485 |
Leases | Leases The following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the adoption date. Included in Fuel Station Service revenues are $935 and $1,707 related to the lease portion of the FPAs for the three and six months ended June 30, 2024, respectively. It includes $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively. Included in Renewable Power revenues are $210 and $429 related to the lease element of the PPAs for the three and six months ended June 30, 2024, respectively. Includes $264 and $595 related to the lease element of the PPAs for the three and six ended June 30, 2023, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MD Digester ("MD") and VS Digester ("VS"). During the second quarter of 2024, the Company revised the commercial operation date for its leases for MD and VS by between 20 to 24 months which changed the lease term for both the leases. Beginning in the second quarter of 2024 the Company treated this as a lease modification and increased its right-of-use asset and corresponding lease liability by $1,218 on its condensed consolidated balance sheet as of June 30, 2024, using the incremental borrowing rate of 7.28%. On December 27, 2023, OPAL entered into an Amended and Restated Lease Agreement with a counter party which amended the payment terms to include a minimum volume requirement that requires OPAL to pay lease payments of $1 per GGE of CNG pumped with annual minimum volumes for the lease term. The Company determined that the site lease is a finance lease because the present value of the sum of the lease payments is substantially greater than the fair value of the parcel of land. Therefore, the Company recorded right-of-use asset and related lease liability on December 27, 2023. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The Company determined that the three site leases and the one office lease are operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use the underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its condensed consolidated statement of operations for the three and six months ended June 30, 2024 and 2023. The lease expense for the office lease is recorded as part of Selling, general and administrative expenses in its condensed consolidated statement of operations for the three and months ended June 30, 2024 and 2023. Vehicle leases The Company leases approximately 104 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its condensed statement of operations for the three and six months ended June 30, 2024 and 2023. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. Right-of-use assets and Lease liabilities as of June 30, 2024 and December 31, 2023 are as follows: Description Location in Balance Sheet June 30, 2024 December 31, 2023 Assets: Operating leases (1) : Site leases Right-of-use assets $ 12,438 $ 11,330 Office lease Right-of-use assets 747 971 13,185 12,301 Finance leases (1) : Vehicle leases Property, plant and equipment, net 2,288 2,580 Site lease Property, plant and equipment, net 6,096 6,468 8,384 9,048 Total right-of-use assets $ 21,569 $ 21,349 Liabilities (1) : Sites leases Lease liabilities - current portion 205 $ 130 Office lease Lease liabilities - current portion 528 508 Vehicle leases - finance Accrued expenses and other current liabilities 771 827 Site leases - finance Accrued expenses and other current liabilities 471 571 1,975 2,036 Sites leases Lease liabilities - non-current portion 12,315 11,222 Office lease Lease liabilities - non-current portion 331 602 Vehicle leases - finance Other long-term liabilities 1,505 1,801 Site leases - finance Other long-term liabilities 5,771 5,587 19,922 19,212 Total lease liabilities $ 21,897 $ 21,248 (1) The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 2.30% to 7.28%. The table below presents components of the Company's lease expense for the three and six months ended June 30, 2024 and 2023: Description Location in Statement of Operations Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease expense for site leases Cost of sales - RNG Fuel $ 282 $ 263 $ 565 $ 526 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 245 141 479 281 Interest expense on lease liabilities - finance leases Interest and financing expense, net 141 21 288 37 $ 789 $ 546 $ 1,574 $ 1,086 The Company does not have material short term lease expense for the three and six months ended June 30, 2024 and 2023. The Company did not enter into any operating leases greater than 12 months for the six months ended June 30, 2024. Weighted average remaining lease term (years) June 30, 2024 Operating leases 21.2 years Financing leases 6.6 years Weighted average discount rate Operating leases 7.05 % Financing leases 6.60 % The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of June 30, 2024: Site leases Office leases Vehicle leases Site lease - Finance Total Weighted average discount rate 7.6 % 2.3 % 7.6 % 6.1 % Six months ending December 31, 2024 $ 536 $ 271 $ 551 $ 481 $ 1,839 2025 1,129 562 996 963 3,650 2026 1,129 47 841 963 2,980 2027 1,129 — 459 963 2,551 2028 1,129 — 12 963 2,104 Thereafter 19,971 — — 3,287 23,258 25,023 880 2,859 7,620 36,382 Present value of lease liability 12,520 859 2,276 6,242 21,897 Lease liabilities - current portion 205 528 771 471 1,975 Lease liabilities - non-current portion 12,315 331 1,505 5,771 19,922 Total lease liabilities $ 12,520 $ 859 $ 2,276 $ 6,242 $ 21,897 Discount based on incremental borrowing rate $ 12,503 $ 21 $ 583 $ 1,378 $ 14,485 |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments and Fair Value Measurements | Derivative Financial Instruments and Fair Value Measurements Interest rate swaps The following table summarizes the interest rate swaps in place as of June 30, 2024: The effect of interest rate swaps on the condensed consolidated statement of operations were as follows: Three Months Ended June 30, Six Months Ended Location of (Loss) Gain Recognized in Operations from Derivatives 2024 2023 2024 2023 Interest rate swaps $ — $ — $ — $ — Swaption — 20 — (46) Net periodic settlements — 812 — 812 $ — $ 832 $ — $ 766 Change in fair value of derivative instruments, net Commodity swap contracts The Company utilizes commodity swap contracts to hedge against the unfavorable price fluctuations in market prices of electricity. The Company does not apply hedge accounting to these contracts. As such, unrealized and realized gain (loss) is recognized as a component of Renewable Power revenues in the condensed consolidated statement of operations and Derivative financial asset — current and non-current in the condensed consolidated balance sheets. These are considered to be Level 2 instruments in the fair value hierarchy. By using commodity swaps, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counter party to perform under the terms of the swap contract. When the fair value of the swap contract is positive, the counter party owes the Company creating a credit risk. The Company manages the credit risk by entering into contracts with financially sound counter parties. To mitigate this risk, management monitors counterparty credit exposure on an annual basis, and the necessary credit adjustments have been reflected in the fair value of financial derivative instruments. When the fair value of the swap contract is negative, the Company owes the counterparty creating a market risk that the market price is higher than the contract price resulting in the Company not participating in the opportunity to earn higher revenues. The Company entered into an International Swaps and Derivatives Association ("ISDA") agreement with Mendocino Capital LLC (“NextEra”), a related party in November 2019. Pursuant to the agreement, the Company entered into two additional commodity swaps in October 2022 for a periods of one Derivatives and hedging . The Company will continue to assess its normal purchase and normal sale election on a quarterly basis. The Company entered into a new commodity swap with NextEra in November 2022 for a period of two years at a contract price of $81.50 per MWh. In November 2023, the Company entered into an electricity supply agreement with a utility provider for purchase of electricity to be used at one of our RNG facilities for a period of two years with a monthly notional quantity ranging between 1,875 and 2,145 kilo-watt hour ("kWh") and with fixed contract price $0.0599 per kWh. The forward contract is expected to be settled by physical delivery of electricity on a monthly basis. The Company elected the normal purchase normal sale exclusion and will not apply fair value accounting under ASC 815. The Company will continue to assess its normal purchase and normal sale election on a quarterly basis. The following table summarizes the commodity swaps in place as of June 30, 2024 and December 31, 2023. There were no new commodity swap contracts entered during the three and six months ended June 30, 2024. Trade Date Period From Period To Notional Quantity per Year (“MWh”) Average Contract Price (per MWh) October 17, 2022 January 1, 2023 December 31, 2024 70,176 $ 68.50 November 17, 2022 January 1, 2023 December 31, 2024 35,088 $ 81.50 The following table summarizes the effect of commodity swaps on the condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023: Derivatives not designated as hedging instruments Location of (loss) gain recognized Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Commodity swaps - realized (loss) gain Revenues - Renewable Power $ 231 $ 509 $ 409 $ 880 Commodity swaps - unrealized gain (loss) Revenues - Renewable Power (228) (160) (324) 762 Total realized and unrealized gain (loss) Revenues - Renewable Power $ 3 $ 349 $ 85 $ 1,642 The following table summarizes the derivative assets and liabilities related to commodity swaps as of June 30, 2024 and December 31, 2023: Fair Value Location of Fair value recognized in Balance Sheet June 30, 2024 December 31, 2023 Derivatives designated as economic hedges Current portion of unrealized gain on commodity swaps $ 309 $ 633 Derivative financial asset, current portion Other derivative liabilities On July 21, 2022, the Company recorded derivative liabilities for the outstanding public warrants and private warrants, put option to Meteora, the Sponsor Earnout Awards and the OPAL Earnout Awards. The private and public warrants were exchanged into Class A common stock in the fourth quarter of 2022. The put option with Meteora expired in January 2023. The change in fair value on Sponsor Earnout and OPAL Earnout Awards is recorded as change in fair value of derivative instruments, net in the condensed consolidated statement of operations for the three and six months ended June 30, 2024 and 2023. The following table summarizes the effect of change in fair value of other derivative liabilities on the condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023: Derivative liability Three Months Ended June 30, Six Months Ended June 30, Location of (Loss) Gain Recognized in Operations from Derivatives 2024 2023 2024 2023 Put option to Meteora $ — $ — $ — $ (311) Sponsor Earnout Awards 776 (172) 1,179 138 OPAL Earnout Awards — 500 — 4,500 $ 776 $ 328 $ 1,179 $ 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 $217,535 and $196,542 as of June 30, 2024 and December 31, 2023, respectively, approximates its fair value because our interest rate is variable and reflects current market rates. 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 fair value of the Sponsor Earnout Awards as of June 30, 2024 was determined using a Monte Carlo valuation model with a distribution of potential outcomes on a daily basis over the four year post-close period. Assumptions used in the valuation are as follows: • Current stock price — The Company's closing stock price of $4.09 as of June 30, 2024; • Expected volatility —50% based on historical and implied volatilities of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards; • Risk-free interest rate — 4.50% based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected 4.1 year term of the earnout period; • Dividend yield - zero. The fair value of the OPAL Earnout Awards as of June 30, 2024 and December 31, 2023 was determined to be zero as their expiration date is December 31, 2024 and the Company does not expect to achieve the earn-out target. There were no transfers of assets between Level 1, Level 2, or Level 3 of the fair value hierarchy as of June 30, 2024. The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of June 30, 2024 and December 31, 2023, set forth by level, within the fair value hierarchy: Fair value as of June 30, 2024 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 7,594 $ 7,594 Earnout liabilities — — 721 721 Assets: Cash and cash equivalents and restricted cash - current and non-current (1) 22,449 — — 22,449 Short term investments 8,585 — — 8,585 Commodity swap contracts — 309 — 309 Fair value as of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 6,728 $ 6,728 Earnout liabilities — — 1,900 1,900 Assets: Cash and cash equivalents and restricted cash - current and non-current (1) 47,242 47,242 Short term investments 9,875 — — 9,875 Commodity swap contracts — 633 — 633 (1) Includes balances in money market accounts of $6,356 and $31,965, respectively as of June 30, 2024 and December 31, 2023. A summary of changes in the fair values of the Company’s Level 3 instruments, attributable to asset retirement obligations, for the six months ended June 30, 2024 is included in Note 2, Summary of Significant Accounting Policies . |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2024 | |
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 RNG Investments, LLC, a Delaware limited liability company and an affiliate of Fortistar ("Hillman") in return for Hillman’s non-controlling interest in four RNG project subsidiaries for total consideration of $30,000. Upon the consummation of the Business Combination, the Series A-1 preferred units have been converted to Redeemable preferred non-controlling interests. The Company recorded preferred dividend of $605 and $1,209 for the three and six months ended June 30, 2024, respectively. The Company recorded paid-in-kind preferred dividend of $675 and $1,330 for the three and six months ended June 30, 2023, respectively. Please see Note 13. Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit, for additional information. Issuance of Redeemable preferred non-controlling interests On November 29, 2021, NextEra subscribed for up to 1,000,000 Series A preferred units, which are issuable (in whole or in increments) at the Company’s discretion prior to June 30, 2022. During the year ended December 31, 2022, the Company had drawn $100,000 and issued 1,000,000 Series A preferred units. The Company recorded preferred dividend of $2,013 and $4,027 for the three and six months ended June 30, 2024, respectively. The Company recorded paid-in-kind preferred dividend of $2,174 and $4,282 for the three and six months ended June 30, 2023, respectively. Please see Note 13. Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit , for additional information. Purchase and sale agreement for environmental attributes On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra for the environmental attributes generated by the RNG Fuels business. Under this agreement, the Company plans to sell a minimum of 90% of the environmental attributes generated and will receive net proceeds based on the agreed upon price less a specified discount. A specified volume of environmental attributes sold per quarter will incur a fee per environmental attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the three and six months ended June 30, 2024, the Company earned net revenues after discount and fees of $15,881 and $31,376, respectively, under this contract which was recorded as part of Revenues - RNG Fuel and revenues of $9,528 and $17,269, respectively, under this contract which was recorded as part of Revenues - Fuel Station Services. For the three and six months ended June 30, 2023, the Company earned net revenues after discount and fees of $9,412 and $14,127, respectively, under this contract which was recorded as part of Revenues - RNG Fuel and revenues of $2,440 and $3,933, respectively, under this contract which was recorded as part of Revenues - Fuel Station Services. Please see Note 2. Summary of Significant Accounting Policies for additional information. Commodity swap contracts under ISDA and REC sales contracts The Company entered into an ISDA agreement with NextEra in November 2019. Pursuant to the agreement, the Company enters into commodity swap contracts on a periodic basis. As of June 30, 2024 and December 31, 2023, there were two commodity swap contracts outstanding. The Company records the realized and unrealized gain (loss) on these commodity swap contracts as part of Revenues - Renewable Power. Please see Note 9. Derivative Financial Instruments and Fair Value Measurements for additional information. Additionally, the Company has contracts to sell RECs and capacity to NextEra on multiple Renewable Power facilities at market price. The Company recorded $1,804 and $1,747 as revenues earned under these contracts for the three months ended June 30, 2024 and 2023. The Company recorded $3,330 and $3,274 as revenues earned for the six months ended June 30, 2024 and 2023. Purchase of investments from Related Parties In August 2021, the Company acquired 100% of the ownership interests in Reynolds, an RNG production facility for $12,020 which was funded with cash on hand. Reynolds held an equity investment of 1,570 Class B units in GREP representing 20% interest for a cash consideration of $1,570 which owns 50% of Biotown, a power generation facility under development to convert to an RNG facility. The Reynolds transaction was an asset acquisition from an affiliate under common control. The Company accounts for its 20% equity investment in GREP under the equity method. The Company recorded a net loss of $220 and $566 as its share of net loss for the three months ended June 30, 2024 and 2023. The Company recorded a net loss of $291 and $436 as its share of net loss for the six months ended June 30, 2024 and 2023. Revenues contracts with equity method investment entities The Company's wholly owned subsidiary, OPAL Fuel Station Services contracted with Pine Bend in December 2020, Noble Road in March 2021, Biotown in July 2021 and Emerald in December 2021 to dispense RNG and to generate and market resulting RINs. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs and LCFSs received as inventory based on their estimated fair value at contract inception. Additionally, OPAL Fuel Station Services provides the same services to all wholly-owned subsidiaries of the Company. The revenues earned from the wholly-owned entities are fully eliminated in the condensed consolidated financial statements. The term of these contracts each runs for a term of 10 years. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as inventory based on their estimated fair value at contract inception. Pine Bend and Noble Road came online in the first and third quarter of 2022 and Emerald in the third quarter of 2023. For the three months ended June 30, 2024 and 2023, the Company earned environmental processing fees of $2,100 and $555, net of intersegment elimination, under this agreement which are included in Fuel Station Services revenues in the condensed consolidated statements of operations. For the six months ended June 30, 2024 and 2023, the Company earned environmental processing fees of $4,439 and $1,141, net of intersegment elimination, under this agreement which are included in Fuel Station Services revenues in the condensed consolidated statements of operations. Service agreements with Related Parties On December 31, 2020, OPAL Fuels signed a management, operations, and maintenance services agreement (“Administrative Services Agreement”) with Fortistar LLC ("Fortistar"), pursuant to which Fortistar provides management, operations, and maintenance services to the Company. The agreement expires on December 31, 2023 with an auto renewal option on an annual basis, unless either party chooses to terminate with a written notice of 180 days termination occurs earlier due to dissolution of the Company or the agreement is terminated by the Company’s secured lenders in certain circumstances. The agreement provides for payment of service fees based on actual time incurred at contractually agreed rates provided for in the Administrative Services Agreement, as well as a fixed annual payment of $580 per year adjusted annually for inflation. Additionally, the agreement provides for the Company to receive credits for any services provided by the Company's employees to Fortistar. For the three and six months ended June 30, 2024 and 2023, there have been no material services provided by the Company's employees to Fortistar. In June 2021, the company entered into a management services agreement with Costar Partners LLC (“Costar”), an affiliate of Fortistar. Pursuant to the agreement, Costar provides information technology (“IT”) support services, software use, licensing services, management of third party infrastructure and security services and additional IT services as needed by the Company. The agreement provides for Costar to be compensated based on actual costs incurred and licensing fees per user for certain software applications. The initial term of the agreement was for thirty-six months and renews automatically on an annual basis unless the termination occurs earlier due to dissolution of the Company or it is terminated by the Company’s secured lenders in certain circumstances. On October 10, 2023, the board of directors of the Company appointed Mr. Scott Contino as Interim CFO. Mr. Contino has served as Fortistar's CFO for the past eighteen years. In connection with the appointment, the Company entered into an interim services agreement ("Interim Services Agreement") with Fortistar in accordance with the terms and conditions of the existing Administrative Services Agreement. Pursuant to the Interim Services Agreement, the Company will pay Fortistar an agreed hourly rate, such that the monthly fee does not exceed $50, on a cumulative basis. For the three and six months ended June 30, 2024, the Company paid $150 and $300, respectively which is included in Selling, general and administrative expenses in the condensed consolidated statement of operations. The following table summarizes the various fees recorded under the agreements described above which are included in "Selling, general, and administrative" expenses: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Staffing and management services $ 534 $ 412 $ 996 $ 987 Rent - fixed compensation 172 164 343 329 IT services 800 731 1,504 1,457 Total $ 1,506 $ 1,307 $ 2,843 $ 2,773 The following table presents the various balances for related parties included in our condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023: Location in Balance Sheet June 30, 2024 December 31, 2023 Assets: Trade AR - NextEra Accounts receivable, related party $ 14,738 $ 18,696 Liabilities: Payables to equity method investment entities Accounts payable, related party 6,633 5,692 NextEra Accounts payable, related party 501 501 Staffing and management services - Fortistar Accounts payable, related party 777 622 IT services - Costar Accounts payable, related party 258 209 Total liabilities - related party $ 8,169 $ 7,024 |
Reportable Segments and Geograp
Reportable Segments and Geographic Information | 6 Months Ended |
Jun. 30, 2024 | |
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. The Company changed its internal reporting to report revenues from RECs and ISCC Carbon Credits from RNG Fuel to the Renewable Power segment during the third quarter of 2023. This is primarily to reflect a strategic business change to identify all revenues earned from Environmental Attributes generated from Renewable Power facilities in the same segment. Therefore, the Company reclassified revenues of $5,800 and $11,245, respectively for the three and six months ended June 30, 2023, earned from sale of RECs and ISCC Carbon Credits from Revenues - RNG Fuel to Revenues - Renewable Power. We aligned our reportable segments disclosure to align with the information and internal reporting that is provided to our Chief Operating Decision Makers. Therefore, the Company reassessed its reportable segments and revised all the prior periods to make the segment disclosures comparable. • RNG Fuel. The RNG Fuel segment relates to all RNG supply directly related to the generation and sale of brown gas and environmental credits, and consists of: ◦ Development and construction – RNG facilities in which long term gas right contracts have been, or are in the process of being ratified and the construction of RNG generation facilities. ◦ RNG supply operating facilities – This includes the generation, extraction, and sale of RNG - plus associated RINs and LCFSs from landfills. For the three and six months ended June 30, 2024, the Company has accounted for its interests in Pine Bend, Reynolds, Noble Road, GREP, Paragon and SJI under the equity method of accounting and the results of operations of Beacon, New River, Polk County, Cottonwood, Central Valley, Prince William and Sunoma were consolidated in its condensed consolidated statement of operations. For the three and six months ended June 30, 2023, the Company has accounted for its interests in Pine Bend, Reynolds, Noble Road and GREP under the equity method of accounting and the results of operations of Beacon, New River, Central Valley, Prince William and Sunoma were consolidated in its condensed consolidated statement of operations. As of May 30, 2023, the Company deconsolidated Emerald and Sapphire. As a result, the Company consolidated Emerald and Sapphire for the period between January 1, 2023 and May 30, 2023 and recorded its ownership interests in Paragon which includes Emerald and Sapphire as equity method investment for the month of June 2023. As of June 30, 2024, Central Valley, Polk County, Cottonwood, projects included in SJI Joint Venture (Atlantic and Burlington) and Sapphire are not operational. Prince William commenced operations during the second quarter of 2024. • Fuel Station Services. Through its Fuel Station Services segment , 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. The Company evaluates performance based on net income. Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Revenues: Renewable Power $ 12,248 $ 14,455 $ 22,331 $ 29,818 RNG Fuel (1) 44,738 17,556 87,530 31,844 Fuel Station Services (2) 45,547 34,155 87,197 58,730 Other (3) 274 — 616 17 Intersegment eliminations (6,290) (4,199) (10,798) (7,946) Equity Method Investment(s) (25,567) (6,925) (50,974) (14,464) $ 70,950 $ 55,042 $ 135,902 $ 97,999 ____________ (1) Includes revenues from our equity method investments. (2) Includes intersegment revenues eliminated in the condensed consolidated financial statements. (3) Other includes management fee revenues earned from operations and management of unconsolidated entities and Fortistar Contracting LLC. Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Interest and Financing Expense, net: Renewable Power $ 25 $ 6 $ 85 $ (258) RNG Fuel (5,011) (939) (9,302) (1,594) Fuel Station Services (47) 83 (24) 93 Corporate 192 (261) 323 (59) Equity Method Investment(s) (148) 155 (32) 221 $ (4,989) $ (956) $ (8,950) $ (1,597) Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Depreciation, Amortization, and Accretion: Renewable Power $ 1,013 $ 1,449 $ 2,013 $ 2,901 RNG Fuel 2,936 2,292 5,282 4,316 Fuel Station Services 1,290 848 2,609 1,638 Other (1) — 11 — 27 Equity Method Investment(s) (970) (972) (1,924) (1,687) $ 4,269 $ 3,628 $ 7,980 $ 7,195 (1) Other includes amortization of intangible assets and depreciation expense not allocated to any segment. Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Net income (loss) Renewable Power $ 2,288 $ 5,059 $ 2,215 $ 9,601 RNG Fuel 1,826 1,491 4,751 (2,777) Fuel Station Services 7,069 1,858 12,791 1,899 Corporate (13,075) 106,640 (25,178) 98,274 Equity Method Investment(s) 3,800 (998) 8,006 (293) $ 1,908 $ 114,050 $ 2,585 $ 106,704 Six Months Ended 2024 2023 Cash paid for Purchases of Property, Plant, and Equipment: Fuel Station Services 11,504 12,356 RNG Fuel 38,238 59,653 $ 49,742 $ 72,009 June 30, December 31, Total Assets: Renewable Power $ 34,774 $ 37,479 RNG Fuel 355,155 342,176 Fuel Station Services 155,256 152,625 Corporate 24,548 15,230 Equity Method Investment(s) 212,579 207,099 $ 782,312 $ 754,609 Geographic Information: The Company's assets and revenue generating activities are domiciled in the United States of America. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and December 31, 2023, the Company held equity interests in seven VIEs — Sunoma, GREP, Emerald, Sapphire, Paragon, SJI Joint Venture (Atlantic and Burlington) and Central Valley. As of June 30, 2024 and December 31, 2023, GREP, Paragon and SJI were presented as equity method investments and the remaining two VIEs Sunoma and Central Valley are consolidated by the Company. In 2020, the Company acquired a variable interest in Sunoma in a joint venture with a third-party who does not have any equity at risk but participates in proportionate share of income or losses, which may be significant. Additionally, the assets in Sunoma are collateralized under the Sunoma loan, the proceeds of which are used for partial financing of the construction of the Sunoma facility. Therefore, the significant assets and liabilities of Sunoma are parenthesized in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023. The Company determined that each of these entities are VIEs and in its capacity as a managing member except for Emerald and Sapphire, the Company is the primary beneficiary. The Company is deemed as a primary beneficiary based on two conditions: • The Company, as a managing member, has the power to order the activities that significantly impact the economic performance of the two entities including establishment of strategic, operating, and capital decisions for each of these entities; and • The Company has the obligation to absorb the potential losses for the right to receive potential benefits, which could be significant to the VIE; As a primary beneficiary, the Company consolidates these entities in accordance with the variable interest entity model guidance under ASC 810, Consolidation . Our variable interests in each of our VIEs arise primarily from our ownership of membership interests, construction commitments, our provision of operating and maintenance services, and our provision of environmental credit processing services to VIEs. The following table summarizes the major condensed consolidated balance sheet items for consolidated VIEs as of June 30, 2024 and December 31, 2023. The information below is presented on an aggregate basis based on similar risk and reward characteristics and the nature of our involvement with the VIEs, such as: • All of the VIEs are RNG facilities and they are reported under the RNG Fuel Supply segment; • The nature of our interest in these entities is primarily equity based and therefore carry similar risk and reward characteristics; The amount of assets that can only be used to settle obligations of the VIEs are parenthesized in the condensed consolidated balance sheets and are included in the asset totals listed in the table below. As of As of Assets Current assets: Cash and cash equivalents $ 533 $ 166 Accounts receivable, net 388 33 Restricted cash - current 940 4,395 Environmental credits held for sale 29 29 Prepaid expenses and other current assets 68 107 Total current assets 1,958 4,730 Property, plant and equipment, net 25,884 26,626 Restricted cash, non-current 2,063 1,850 Total assets $ 29,905 $ 33,206 Liabilities and equity Current liabilities: Accounts payable $ 50 $ 744 Accounts payable, related party 669 1,046 Accrued expenses 812 647 Accrued payroll 38 — Other current liabilities 97 92 Sunoma Loan- current portion 1,689 1,608 Total current liabilities 3,355 4,137 Sunoma loan, net of debt issuance costs 19,193 20,010 Other long-term liabilities 2,683 211 Total liabilities 25,231 24,358 Equity Stockholders' equity 4,157 7,893 Non-redeemable non-controlling interests 517 955 Total equity 4,674 8,848 Total Liabilities and Equity $ 29,905 $ 33,206 |
Redeemable non-controlling inte
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024, there are (i) 30,058,569 shares of Class A common stock issued and 28,422,786 outstanding, (ii) 71,500,000 shares of New OPAL Class B common stock issued and outstanding (shares of Class B common stock do not have any economic value except voting rights as described below), (iii) no shares of Class C common stock issued and outstanding and (iv) 72,899,037 shares of Class D common stock (shares of Class D common stock do not have any economic value except voting rights as described below). Share conversion On March 12, 2024, Fortistar, through its subsidiary OPAL Holdco LLC, converted 71.5 million shares of Class D common stock of the Company held by it, each of which is entitled to five votes per share on all matters on which stockholders generally are entitled to vote, for an equal number of shares of newly issued Class B common stock of the Company, each of which is entitled to one vote on such matters. This transaction has no effect on the economic interest in the Company held by Fortistar or OPAL Holdco LLC. Fortistar converted such shares in order that the Company’s Class A common stock would become eligible for inclusion in certain stock market indices, on which many broad-based mutual funds and exchange-traded index funds are based. Subsequent to the exchange, Fortistar holds 72,899,037 shares of Class D common stock and 71,500,000 shares of Class B common stock. ATM Program On November 17, 2023, OPAL Fuels Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated (each, an “Agent,” and collectively, the “Agents”) pursuant to which the Company may issue and sell shares of its Class A common stock having an aggregate offering price of up to $75 million from time to time through the Agents. The Company will pay each Agent, upon the sale by such Agent of Class A common stock pursuant to the Sales Agreement, an amount equal to up to 3.0% of the gross proceeds of each such sale of Class A common stock. The Company has also provided the Agents with customary indemnification rights. The Company issued 36,353 shares of Class A common stock under the ATM Program during the six months ended June 30, 2024 at prices ranging between $4.34 and $5.68 and received net proceeds of $170. Redeemable preferred non-controlling interests On November 29, 2021, as part of an exchange agreement (“Hillman exchange”), the Company issued 300,000 Series A-1 preferred units to Hillman in return for Hillman’s non-controlling interest in four RNG project subsidiaries. On November 29, 2021, NextEra subscribed for up to 1,000,000 Series A preferred units, which are issuable (in whole or in increments) at the Company’s discretion prior to June 30, 2022. During the year ended December 31, 2023, the Company had drawn $100,000 and issued 1,000,000 Series A preferred units. Upon completion of Business Combination, the Company assumed Series A-1 preferred units and Series A preferred units which were issued and outstanding by OPAL Fuels. The Company recorded the Series A-1 preferred units and Series A preferred units as Redeemable preferred non-controlling interests. The Company has elected to adjust the carrying value of the preferred units to the redemption value at the end of each reporting period by immediately amortizing the issuance costs in the first reporting period after issuance of the preferred units. The following table summarizes the changes in the redeemable preferred non-controlling interests which represent Series A and Series A-1 preferred units outstanding at OPAL Fuels level from December 31, 2023 to June 30, 2024: Series A-1 preferred units Series A preferred units Units Amount Units Amount Total Balance, December 31, 2023 300,000 $ 30,604 1,000,000 $ 102,013 $ 132,617 Preferred dividends attributable to OPAL Fuels — 1,011 — 3,364 4,375 Preferred dividends attributable to Class A common stockholders — 198 — 663 861 Payment of Preferred dividends — (1,813) — (6,040) (7,853) Balance, June 30, 2024 300,000 $ 30,000 1,000,000 $ 100,000 $ 130,000 Terms of Redeemable preferred units The Series A and Series A-1 preferred units (together the “Preferred Units”) have substantially the same terms and features which are listed below: Voting: The Series A-1 preferred units to Hillman do not have any voting rights. The Series A preferred units issued to NextEra have limited rights to prevent the Company from taking certain actions including (i) major issuances of new debt or equity (ii) executing transactions with affiliates which are not at arm-length basis (iii) major disposition of assets and (iv) major acquisition of assets outside of the Company’s primary business. Dividends: The Preferred Units are entitled to receive dividends at the rate of 8% per annum. Dividends begin accruing for each unit from the date of issuance and are payable each quarter end regardless of whether they are declared. The dividends are mandatory and cumulative. The Company is allowed to elect to issue additional Preferred Units (paid-in-kind) in lieu of cash for the first eight dividend payment dates. The Company elected to pay the dividends to be paid-in-kind for all periods presented. In the occurrence of certain events of default, the annual dividend rate increases to 12%. Additionally, the dividend rate increases by 2% for each unrelated uncured event of default up to a maximum of 20%. Liquidation preference: In the event of liquidation of the Company, each holder of a unit of Series A and Series A-1 is entitled to be paid on pro-rata basis the original issue price of $100 per unit plus any accrued and unpaid dividends out of the assets of the Company available for distribution after payment of the Company’s debt and liabilities and liquidation expenses. Redemption: At any time after issuance, the Company may redeem the Redeemable preferred units for a price equal to original issue price of $100 per unit plus any accrued and unpaid dividends. Holders of the Preferred Units may redeem for an amount equal to original issue price of $100 per unit plus any accrued and unpaid dividends upon (i) occurrence of certain change in control event (ii) at the end of four years from the date of issuance, except the Preferred Units issued to Hillman can only be redeemed 30 days after the fourth year anniversary of the first issuance of Preferred Units to NextEra. The maturity date is determined to be the date at which the holder’s redemption option becomes exercisable as this is the date in which both the Company and the holder may redeem the preferred units. The maturity date could be as early as November 29, 2025 but no later than June 30, 2026, depending on when the Series A units to NextEra are issued as previously detailed herein. Conversion: Holder’s may elect to convert Preferred Units into common units in the limited chance that the Company fails to redeem the Preferred Units under an optional redemption, the annual dividend rate increases to 12% and is further increased to 14% after one year, and thereafter by 2% every 90 days up to a cap of 20%. The Company must also redeem all NextEra Series A preferred units on which the redemption option has been exercised prior to redeeming any Hillman Series A-1 preferred units. If elected, the holder may convert all or a portion of its Preferred Units into a number of common units equal to: (i) number of Preferred Units, multiplied by, (ii) $100 plus accrued and unpaid cash dividends, divided by, (iii) conversion price. The conversion price is equal to the value of the Company’s common units determined as follows, and reduced by a 20% discount if conversion occurs during the first year of delayed redemption, a 25% discount during the 2nd year, and a 30% discount thereafter: 1. Using 20-day volume-weighted average price (“VWAP”) of the Company's common shares. 2. Otherwise the estimated proceeds to be received by the holder of a common unit if the net assets of the Company were sold at fair market value and distributed. Redeemable non-controlling interests Upon consummation of Business Combination, OPAL Fuels and its members caused the existing limited liability company agreement to be amended and restated and in connection therewith, all of the common units of OPAL Fuels LLC issued and outstanding immediately prior to the closing were re-classified into 144,399,037 Class B Units. Each Class B Unit is paired with 1 non-economic share of Class D common stock issued by the Company. Each pair of Class B Unit and 1 share of Class D common stock is exchangeable to either 1 share of Class A common stock or 1 share of Class C common stock at the holder's option. Upon an exchange for Class A common stock, the Company has the option to redeem shares for cash at their market value. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The basic income per share of Class A common stock is computed by dividing the net income (loss) attributable to Class A common stockholders by the weighted average number of Class A common stock outstanding during the period. The basic income per share for the three and six months ended June 30, 2024 does not include 1,635,783 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. The diluted income per share of Class A common stock for the three and six months ended June 30, 2024 does not include Redeemable preferred non-controlling interests because the substantive contingency for conversion has not been met as of June 30, 2024. It does not include 144,399,037 OPAL Fuels Class B units representing Redeemable non-controlling interest as its impact is anti-dilutive. It does not include 716,650 Sponsor Earnout Awards and 10,000,000 OPAL Earnout Awards as their target share price and adjusted EBITDA contingencies have not been met as of June 30, 2024. The outstanding restricted stock units and 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, 2024. 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 B common stock and D common stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock and Class D common stock under the two-class method has not been presented. The following table summarizes the calculation of basic and diluted net loss per share: Three Months Ended Six Months Ended 2024 2023 2024 2023 Net (loss) income attributable to Class A common stockholders (153) 17,924 (469) $ 16,345 Weighted average number of shares of Class A common stock - basic 27,674,567 26,977,682 27,523,150 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 27,674,567 27,248,639 27,523,150 27,556,700 Net (loss) income per share of Class A common stock Basic $ (0.01) $ 0.66 $ (0.02) $ 0.60 Diluted $ (0.01) $ 0.66 $ (0.02) $ 0.59 |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes As a result of the Company’s up-C structure effective with the Business Combination, the Company expects to be a tax-paying entity. However, as the Company has historically been loss-making, any deferred tax assets created as a result of net operating losses and other deferred tax assets for the excess of tax basis in the Company's investment in Opal Fuels would be offset by a full valuation allowance. Prior to the Business Combination, OPAL Fuels was organized as a limited liability company, with the exception of one partially-owned subsidiary which filed income tax returns as a C-Corporation. The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Judgment is required in determining the provisions for income and other taxes and related accruals, and deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company's various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates. For the three and six months ended June 30, 2024 and 2023, the Company recorded zero income tax expense. The effective tax rate for the three and six months ended June 30, 2024 and 2023 was 0%. The difference between the Company’s effective tax rate and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company’s net U.S. deferred tax assets. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. |
Stock-based compensation
Stock-based compensation | 6 Months Ended |
Jun. 30, 2024 | |
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. During the three months ended March 31, 2024, the Company issued 360,298 stock options, 1,110,031 restricted stock units and 456,308 performance units to certain employees of the Company. The applicable performance period for such performance units is January 1, 2024 to December 31, 2026, and all such performance units are scheduled to vest on March 31, 2027 subject to achievement of certain performance criteria. The fair value of the stock options was determined to be $3.40 based on Black Scholes model based on the share price of $4.96, exercise price of $5.02, expiration of 10 years, annual risk free interest rate of 3.96% and volatility of 55%. Additionally, the Company issued 190,526 restricted stock units to the board of directors which vest 100% on their first anniversary. The total fair value of the equity awards was $9,971. A summary of the equity awards under the 2022 Plan for the six months ended June 30, 2024 is as follows: Number of Units outstanding Weighted average fair value per restricted unit on grant date Exercise price per Stock Option Aggregate Fair Value (in thousands) Vesting terms Restricted Stock Units: Unvested restricted stock units outstanding as of December 31, 2023 949,936 $ 6.98 $ 6,627 Equal installments vesting over one Granted during the six months ending June 30, 2024 1,300,557 4.98 6,479 Equal installments vesting over one Vested during 2024 (321,070) 6.99 (2,244) Withheld for settlement of taxes (112,402) 6.97 (783) Forfeitures during 2024 (7,911) 5.69 (45) Restricted Stock Units outstanding as of June 30, 2024 1,809,110 5.55 10,034 Stock Options (1) : Unvested awards as of December 31, 2023 175,890 $ 5.26 $ 6.97 $ 925 Three equal installments vesting over three years Granted during the six months ending June 30, 2024 360,298 3.40 5.02 1,225 Three equal installments vesting over three years Outstanding Stock Options at June 30, 2024 536,188 4.01 5.66 2,150 Stock Options vested and exercisable as of June 30, 2024 62,327 5.26 6.97 328 Performance Stock Units: Unvested awards as of December 31, 2023 239,680 6.97 1,671 100% vesting on March 31, 2026 Granted during the six months ending June 30, 2024 456,308 4.97 2,267 100% vesting on March 31, 2027 Forfeitures during 2024 (1,865) 6.97 (13) Performance Stock Units outstanding as of June 30, 2024 694,123 5.65 3,925 Total unvested awards outstanding as of June 30, 2024 3,039,421 $ 5.30 $ 16,109 (1) Stock options have an expiration term of 10-years. As of June 30, 2024 and December 31, 2023, there are 62,327 and 0, respectively, of stock options vested and exercisable at exercise price shown above. The aggregate intrinsic value of the outstanding stock options is zero as of June 30, 2024 and December 31, 2023. The stock-based compensation expense for the above stock awards under the 2022 Plan as well as Parent Equity Awards is included in the selling, general and administrative expenses: Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 2022 Plan $ 1,682 $ 1,717 $ 2,535 $ 2,528 Parent equity awards $ 160 $ 160 $ 320 $ 320 $ 1,842 $ 1,877 $ 2,855 $ 2,848 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit As of June 30, 2024 and December 31, 2023, the Company was required to maintain five and nine standby letters of credit totaling $14,727 and $14,783, respectively, to support obligations of certain Company subsidiaries. These letters of credit were issued in favor of a lender, utilities, a governmental agency, and an independent system operator under PPA electrical interconnection agreements, and in place of a debt service reserve. There have been no draws to date on these letters of credit. Purchase Options The Company has two contracts with customers to provide CNG for periods of seven In July 2015, the Company entered into a ten year fuel sales agreement with a customer that included the construction of a CNG Fueling Station owned and managed by the Company on the customer's premises. At the end of the contract term, the customer has an option to purchase the CNG Fueling Station for a fixed amount. The cost of the CNG Fueling Station was recorded to Property, plant, and equipment and is being depreciated over the contract term. Legal Matters The Company is involved in various claims arising in the normal course of business. Management believes that the outcome of these claims will not have a material adverse effect on the Company's financial position, results of operations or cash flows. Set forth below is information related to the Company’s material pending legal proceedings as of the date of this report, other than ordinary routine litigation incidental to the business. Central Valley Project In September 2021, an indirect subsidiary of the Company, MD, entered into a fixed-price Engineering, Procurement and Construction Contract (an “ EPC Contract ”) with VEC Partners, Inc. d/b/a CEI Builders (“ CEI ”) for the design and construction of a turn-key renewable natural gas production facility using dairy cow manure as feedstock. In December 2021, a second indirect subsidiary of the Company, VS, entered into a nearly identical EPC Contract with CEI for the design and construction of a second facility in connection with the same project. CEI’s performance under both of the EPC Contracts is fully bonded by a licensed surety. CEI has submitted a series of change order requests seeking to increase the EPC Contract price under each contract by approximately $14 million (i.e., approximately $28 million in total), to cover cost escalations primarily arising from two events: (i) modifications to CEI’s design drawings required to meet its contracted performance guaranties, and (ii) the default of one of CEI’s major equipment manufacturers. The Company disputes responsibility for substantially all of the additional costs. On January 5, 2024, the Company filed a civil lawsuit captioned, MD Digester, LLC. et. al. vs. VEC Partners, Inc. et. al.; California Superior Court, County of San Joaquin; Action No. STK-CV-UCC-2024-0000185 and commenced a related arbitration proceeding in order to obtain a formal determination on the claims, AAA Case No. 01-24-0000-0775. The Superior Court Action will be stayed, pending an award in the AAA proceeding. The AAA proceeding has not been set for hearing. The Company and CEI and have each nominated one arbitrator (each, a “ Party-selected Arbitrator ”) and a third arbitrator was appointed by the Party-selected Arbitrators to chair the panel. As a result of the procedural status of these matters, no discovery has occurred. The EPC Contract requires that CEI, continue working during the course of the litigation and related arbitration proceedings; however, CEI effectively stopped working. On June 26, 2024, MD issued a Notice of Default and Demand to Cure to CEI. CEI failed to do so, and on July 30, 2024, MD terminated CEI for default. MD has notified CEI’s bond surety of the termination and demanded that it perform under the bond. On July 11, 2024, VS issued a Notice of Default and Demand to Cure, advising CEI of its defaults and giving it an opportunity to cure. CEI’s cure period has not expired and the Company is hopeful that CEI will so cure. However, if no cure is achieved, VS intends to assess all of its options for next steps, up to and including termination of CEI and demanding performance under the applicable bond. The Company believes its claims against CEI have substantial merit, and intends to prosecute its claims vigorously. However, due to the incipient stage of the litigation and related arbitration, the recency of the termination, and the ongoing status of the proceedings and discussions with the bond surety, as well as the uncertainties involved in all litigation and arbitration, the Company does not believe it is reasonably estimable at this time to assess the likely outcome of the litigation and related arbitration, the timing of its resolution, or its ultimate impact, if any, on the Central Valley projects or the Company's business, financial condition or results of operations. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the accounts of the Company and all other entities in which the Company has a controlling financial interest: OPAL Renewable Power LLC (formerly Fortistar Methane 3 LLC (“FM3”) and Fortistar Methane 4 LLC), Beacon RNG LLC (“Beacon”) Sunoma Holdings, LLC (“Sunoma”), New River LLC (“New River”), Reynolds RNG LLC (“Reynolds”), Central Valley LLC (“Central Valley”), Prince William RNG LLC (“Prince William”), Cottonwood RNG LLC (“Cottonwood”), Polk County RNG LLC (“Polk County”), OPAL Contracting LLC (formerly Fortistar Contracting LLC), OPAL RNG LLC (formerly Fortistar RNG LLC), and OPAL Fuel station services LLC (“Fuel Station Services”). The Company’s unaudited condensed consolidated financial statements include the assets and liabilities of these subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The non-controlling interest attributable to the Company's variable interest entities ("VIE") are presented as a separate component from the Stockholders' deficit in the condensed consolidated balance sheets and as a non-redeemable non-controlling interests in the condensed consolidated statements of changes in redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' deficit. Certain prior period amounts have been reclassified to conform with the current period presentation including reclassification of the Company’s proportional share of income in equity investments into operating income. See Note 3. Investment in Other Entities for further discussion. The Company reclassified certain project development and startup costs as a separate line within Operating expenses, which were previously included in Cost of sales - RNG Fuel and Selling, general and administrative expenses. Additionally, an adjustment for approximately $506 was recorded to move certain prior costs between selling, general and administrative costs to cost of sales – RNG fuel for the three months ended March 31, 2023, which is reflected in the six months ended June 30, 2023 amounts." Please see the Project development and startup costs section within Note 2. Additionally, the Company also reclassified certain Asset retirement obligations from current to non-current in its condensed consolidated balance sheet as of December 31, 2023. The information included in this quarterly report should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as the interim disclosures generally do not repeat those in the annual financial statements and are condensed in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the Company's financial statements include all normal and recurring adjustments necessary in order to make the financial statements not misleading and to provide a fair presentation of the Company's financial results for the interim periods included in this Quarterly Report. |
Variable Interest Entities | Variable Interest Entities Our policy is to consolidate all entities that we control by ownership of a majority of the outstanding voting stock. In addition, we consolidate entities that meet the definition of a VIE for which we are the primary beneficiary. The Company applies the VIE model from ASC 810 when the Company has a variable interest in a legal entity not subject to a scope exception and the entity meets any of the five characteristics of a VIE. The primary beneficiary of a VIE is considered to be the party that both possesses the power to direct the activities of the entity that most significantly impact the entity’s economic performance and has the obligation to absorb losses or the rights to receive benefits of the VIE that could be significant to the VIE. To the extent a VIE is not consolidated, the Company evaluates its interest for application of the equity method of accounting. Equity method investments are included in the condensed consolidated balance sheets as “Investments in other entities.” Investments in unconsolidated entities in which the Company has significant influence over the operating or financial decisions are accounted for under the equity method. We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and we reassess whether we are the primary beneficiary of a VIE on an ongoing basis. Our determination of whether we are the primary beneficiary of a VIE is based upon the facts and circumstances for each VIE and requires judgment. Our considerations in determining the VIE's most significant activities and whether we have power to direct those activities include, but are not limited to, the VIE's purpose and design and the risks passed through to investors, the voting interests of the VIE, management, service and/or other agreements of the VIE, involvement in the VIE's initial design, and the existence of explicit or implicit financial guarantees. If we are the party with the power over the most significant activities, we meet the "power" criteria of the primary beneficiary. If we do not have the power over the most significant activities or we determine that all significant decisions require consent of a third-party, we do not meet the "power" criteria of the primary beneficiary. We assess our variable interests in a VIE both individually and in aggregate to determine whether we have an obligation to absorb losses of or a right to receive benefits from the VIE that could potentially be significant to the VIE. The determination of whether our variable interest is significant to the VIE requires judgment. In determining the significance of our variable interest, we consider the terms, characteristics and size of the variable interests, the design and characteristics of the VIE, our involvement in the VIE, and our market-making activities related to the variable interests. |
Use of estimates | Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company include the residual value of the useful lives of our property, plant and equipment, the fair value of stock-based compensation, asset retirement obligations, the estimated losses on our trade receivables, percentage completion for revenue recognition, incremental borrowing rate for calculating the right-of-use lease assets and lease liabilities, the impairment assessment of goodwill and the fair value of derivative instruments. Actual results could differ from those estimates. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year. |
Accounting Pronouncements not yet adopted | Accounting Pronouncements not yet adopted |
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 $8,585 and $9,875 as of June 30, 2024 and December 31, 2023, respectively, consists of cash invested in money market accounts with maturities ranging between 1 and 12 months as of the reporting date. The amounts in these money market accounts are liquid and available for general use. Our short term investments are generally invested in commercial paper issued by highly credit worthy counter parties and government backed treasury bills. Investments are generally not FDIC insured and we take counter party risk on these investments. |
Earnout Liabilities | Earnout Liabilities |
Redeemable non-controlling interests | Redeemable non-controlling interests Redeemable non-controlling interests represent the portion of OPAL Fuels that the Company controls and consolidates but does not own. The Redeemable non-controlling interest represents 144,399,037 Class B Units issued by OPAL Fuels to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the condensed consolidated statement of operations. |
Project development and start up costs | Project development and startup costs |
Net income per share | Net income per share The Company's basic earnings per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period. The Company's diluted earnings per share includes effects of the Company's outstanding equity awards under the 2022 Plan (as defined elsewhere in these financial statements), Redeemable non-controlling interests (OPAL Fuels Class B units), redeemable preferred non-controlling interests, Earnout Awards. |
Asset Retirement Obligation | Asset Retirement Obligation The Company accounts for asset retirement obligations in accordance with FASB ASC 410, Asset Retirement and Environmental Obligations, which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The fair value of the estimated asset retirement obligations is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The discounted asset retirement costs capitalized amount is accreted over the life of the sublease or site lease agreement. Asset retirement obligations are deemed Level 3 fair value measurements as the inputs used to measure the fair value are unobservable. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. This estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental, and political environments. In addition, the Company determines the Level 3 fair value measurements based on historical information and current market conditions. |
Revenue Recognition | Revenue Recognition The Company’s revenue arrangements generally consist of a single performance obligation to transfer goods or services. Revenue from the sale of RNG, CNG and electricity is recognized by applying the “right to invoice” practical expedient within the accounting guidance for Revenue from Contracts with Customers that allows for the recognition of revenue from performance obligations in the amount of consideration to which there is a right to invoice the customer and when the amount for which there is a right to invoice corresponds directly to the value transferred to the customer. For some public CNG Fueling Stations where there is no contract with the customer, the Company recognizes revenue at the point in time that the customer takes control of the fuel. The Company also performs maintenance services throughout the country. Maintenance consists of monitoring equipment and replacing parts as necessary to ensure optimum performance. Revenue from service agreements is recognized over time as services are provided. Capacity payments fluctuate based on peak times of the year and revenues from capacity payments are recognized monthly as earned. The Company has agreements with two natural gas producers ("Producers") to transport Producers' natural gas using the Company's RNG gathering system. The performance obligation is the delivery of Producers' natural gas to an agreed delivery point on an interstate gas pipeline. The quantity of natural gas transported for the Producers is measured at a certain specified meter reader. The price is fixed at contracted rates and the Producers pay approximately 30 days after month-end. As such, transportation sales are recognized over time, using the output method to measure progress. The Company provides credit monetization services to customers that own renewable gas generation facilities. The Company recognizes revenue from these services as the credits are minted on behalf of the customer. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as environmental credits held for sale within current assets based on their estimated fair value at contract inception. On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra for the Environmental Attributes generated by the RNG Fuels business. Under this agreement, the Company plans to sell a minimum of 90% of the Environmental Attributes generated and will receive net proceeds based on the agreed upon price less a specified discount. A specified volume of Environmental Attributes sold per quarter will incur a fee per Environmental Attribute in addition to the specified discount. The agreement was effective beginning January 1, 2022. For the three months ended June 30, 2024 and 2023, the Company earned net revenues after discount and fees of $25,409 and $11,852, respectively under this contract which was recorded as part of Revenues - RNG Fuel and Fuel Station Services. For the six months ended June 30, 2024 and 2023, the Company earned net revenues after discount and fees of $48,645 and $18,060, respectively. During 2020, the Company has an agreement with a counter party to sell LCFSs at one of our RNG facilities for a period of 7 years at a fixed contract price which has a certain predetermined floor and ceiling price per LCFS. The counter party has the right to apply any excess payment made calculated as the difference between adjusted Oil Price Information Service and the floor price per the contract, against future sales of LCFSs during the contract term. As of June 30, 2024, the Company recorded $2,522 as part of Other long-term liabilities on the condensed consolidated balance sheet. During the third and fourth quarters of 2022, two of the wholly-owned subsidiaries from our Renewable Power portfolio entered into a purchase and sale agreement with an Environmental Attribute marketing firm to sell Environmental Attributes associated with renewable biomethane ("ISCC Carbon Credits") and purchase brown gas back at contracted fixed prices per million British thermal units ("MMBtus"). One of these contracts has a term of 3 years from the date of certification of the facility with an auto-renewal option. The other contract was terminated in August 2023. During the third quarter of 2023, three additional Renewable Power facilities entered into purchase and sale agreements with 3 year terms and similar terms and conditions as the previous contracts. For the three months ended June 30, 2024 and 2023, the Company earned net revenues of $4,671 and $4,525, respectively under the contracts which were recorded as part of Revenues - Renewable Power in the condensed consolidated statement of operations. For the six months ended June 30, 2024 and 2023, the Company earned net revenues of $8,288 and $9,693, respectively under the contracts which were recorded as part of Revenues - Renewable Power in the condensed consolidated statement of operations. Sales of Environmental Attributes such as RINs, renewable energy credits ("RECs"), ISCC Carbon Credits and LCFS are generally recorded as revenue when the certificates related to them are delivered to a buyer. However, the Company may recognize revenue from the sale of such Environmental Attributes at the time of the related Renewable Power sales when the contract provides that title to the Environmental Attributes transfers at the time of production, the Company's price to the buyer is fixed, and collection of the sales proceeds is certain. Management operating fees are earned for the operation, maintenance, and repair of the gas collection system of a landfill site. Revenue is calculated on the volume of per million British thermal units of LFG collected and the megawatt hours ("MWhs") produced at that site. This revenue is recognized when LFG is collected and Renewable Power is delivered. The Company has various fixed price contracts for the construction of Fueling Stations for customers. Revenues from these contracts, including change orders, are recognized over time, with progress measured by the percentage of costs incurred to date compared to estimated total costs for each contract. This method is used as management considers costs incurred to be the best available measure of progress on these contracts. Costs capitalized to fulfill certain contracts were not material in any of the periods presented. The Company owns Fueling Stations for use by customers under fuel sale agreements. The Company bills these customers at an agreed upon price for each gallon sold and recognizes revenue based on the amounts invoiced in accordance with the "right to invoice" practical expedient. For some public stations where there is no contract with the customer, the Company recognizes revenue at the point-in-time that the customer takes control of the fuel. The Company from time-to-time enters into fuel purchase agreements with customers whereby the Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. In accordance with the standards of ASC 840, Leases , the Company has concluded these agreements meet the criteria for a lease and are classified as operating leases. Typically, these agreements do not require any minimum consumption amounts and, therefore, no minimum payments. Upon adoption of ASC 842, the Company adopted the practical expedient not to reassess the classification. For additional information on lease revenues earned, please see Note 8. Leases. |
Environmental credits held for sale | Environmental credits held for sale |
Major Maintenance | Major Maintenance |
Vulnerability Due to Certain Concentrations | Vulnerability Due to Certain Concentrations Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, short term investments, derivative instruments and trade accounts receivable. The Company holds cash, cash equivalents and restricted cash at several major financial institutions, much of which exceeds FDIC insured limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with any one financial institution and monitor the credit ratings of those institutions. While the Company may be exposed to credit losses due to the nonperformance of the holders of its deposits, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows or financial condition. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and trade receivables. The Company places its cash with high credit quality financial institutions located in the United States of America. The Company performs ongoing credit evaluations of its customers. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s condensed consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company calculates the interim tax provision in accordance with the provisions of ASC Subtopic 740-270, Income Taxes; Interim Reporting . For interim periods, the Company estimates the annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. |
Investment in Other Entities | The Company uses the equity method to account for investments in affiliates that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. The Company's investments in these nonconsolidated affiliates are reflected in the Company's condensed consolidated balance sheets under the equity method, and the Company's proportionate net (loss) income, if any, is included in the Company's condensed consolidated statements of operations as (loss) income from equity method investments. We continue to evaluate operational developments and the impact of the anticipated expansion of the operations of our existing equity method investments. Based on our analysis, it was determined that our equity method investments have evolved into a critical, integral part of our RNG segment business operations as they provide critical additional production capacity. Therefore, we have determined that the presentation of income (loss) from equity method investments as part of the operating income is more meaningful and useful information to the readers of our financial statements. As a result, we have reclassified our portion of income (loss) from equity method investments to Operating income for all periods presented. The Company has elected to apply the cumulative earnings approach for classifying distributions received from equity method investees. Distributions are classified as cash inflows from operating activities unless they exceed the investor's cumulative equity in earnings, in which case the excess is classified as cash inflows from investing activities. |
Leases | Leases The following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the adoption date. Included in Fuel Station Service revenues are $935 and $1,707 related to the lease portion of the FPAs for the three and six months ended June 30, 2024, respectively. It includes $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively. Included in Renewable Power revenues are $210 and $429 related to the lease element of the PPAs for the three and six months ended June 30, 2024, respectively. Includes $264 and $595 related to the lease element of the PPAs for the three and six ended June 30, 2023, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MD Digester ("MD") and VS Digester ("VS"). During the second quarter of 2024, the Company revised the commercial operation date for its leases for MD and VS by between 20 to 24 months which changed the lease term for both the leases. Beginning in the second quarter of 2024 the Company treated this as a lease modification and increased its right-of-use asset and corresponding lease liability by $1,218 on its condensed consolidated balance sheet as of June 30, 2024, using the incremental borrowing rate of 7.28%. On December 27, 2023, OPAL entered into an Amended and Restated Lease Agreement with a counter party which amended the payment terms to include a minimum volume requirement that requires OPAL to pay lease payments of $1 per GGE of CNG pumped with annual minimum volumes for the lease term. The Company determined that the site lease is a finance lease because the present value of the sum of the lease payments is substantially greater than the fair value of the parcel of land. Therefore, the Company recorded right-of-use asset and related lease liability on December 27, 2023. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The Company determined that the three site leases and the one office lease are operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use the underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its condensed consolidated statement of operations for the three and six months ended June 30, 2024 and 2023. The lease expense for the office lease is recorded as part of Selling, general and administrative expenses in its condensed consolidated statement of operations for the three and months ended June 30, 2024 and 2023. Vehicle leases The Company leases approximately 104 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its condensed statement of operations for the three and six months ended June 30, 2024 and 2023. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. |
Leases | Leases The following are the type of contracts that fall under ASC 842: Lessor contracts Fuel Provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. These are considered to be operating leases with variable consideration. As per ASC 842, the revenue is recognized in the period earned. Power Purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. The Company elected not to reassess the lease classification due to change in criteria under ASC 842 for these two PPAs. There were no amendments to these two contracts after the adoption date. Included in Fuel Station Service revenues are $935 and $1,707 related to the lease portion of the FPAs for the three and six months ended June 30, 2024, respectively. It includes $632 and $1,202 related to the lease portion of the FPAs for the three and six months ended June 30, 2023, respectively. Included in Renewable Power revenues are $210 and $429 related to the lease element of the PPAs for the three and six months ended June 30, 2024, respectively. Includes $264 and $595 related to the lease element of the PPAs for the three and six ended June 30, 2023, respectively. Lessee contracts Ground/Site leases The Company through various of its indirectly owned subsidiaries holds site leases on landfills/dairy farms to build RNG generation facilities. Typically, the lease payments over the lease term are immaterial except for three of our RNG facilities - Beacon and two sites at our Central Valley project - MD Digester ("MD") and VS Digester ("VS"). During the second quarter of 2024, the Company revised the commercial operation date for its leases for MD and VS by between 20 to 24 months which changed the lease term for both the leases. Beginning in the second quarter of 2024 the Company treated this as a lease modification and increased its right-of-use asset and corresponding lease liability by $1,218 on its condensed consolidated balance sheet as of June 30, 2024, using the incremental borrowing rate of 7.28%. On December 27, 2023, OPAL entered into an Amended and Restated Lease Agreement with a counter party which amended the payment terms to include a minimum volume requirement that requires OPAL to pay lease payments of $1 per GGE of CNG pumped with annual minimum volumes for the lease term. The Company determined that the site lease is a finance lease because the present value of the sum of the lease payments is substantially greater than the fair value of the parcel of land. Therefore, the Company recorded right-of-use asset and related lease liability on December 27, 2023. Office lease The Company entered into a lease for office and warehouse space that became effective upon the termination of the original lease term on January 31, 2018. The term of the lease renewal was 36 months and contained an option to renew for an additional 24 months. In September 2020, the Company exercised this option. In March 2022, the Company entered into an amendment to the lease which extended the lease term till January 2026. The Company determined that the three site leases and the one office lease are operating leases. Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use the underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Based on the above guidance, the lease expense for the site leases is included as part of Cost of sales - RNG Fuel in its condensed consolidated statement of operations for the three and six months ended June 30, 2024 and 2023. The lease expense for the office lease is recorded as part of Selling, general and administrative expenses in its condensed consolidated statement of operations for the three and months ended June 30, 2024 and 2023. Vehicle leases The Company leases approximately 104 vehicles in our FM3 and OPAL Fuel Station Services subsidiaries. The leases contain repurchase options at the end of the lease term and the sum total of the lease payments represents substantially the fair value of the asset. Under ASC 842, the Company determined that the vehicle leases are finance leases. For finance leases, ASC 842 requires recognition of amortization of right-of-use asset as part of depreciation and amortization expense and the interest on the finance lease liability as interest expense in the income statement. The Company accordingly recognized its lease expense on the vehicle leases as part of Depreciation, amortization and accretion expense and interest and financing expense, net in its condensed statement of operations for the three and six months ended June 30, 2024 and 2023. Lease Disclosures Under ASC 842 The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842. |
Interest rate swaps and Commodity swap contracts | The Company utilizes commodity swap contracts to hedge against the unfavorable price fluctuations in market prices of electricity. The Company does not apply hedge accounting to these contracts. As such, unrealized and realized gain (loss) is recognized as a component of Renewable Power revenues in the condensed consolidated statement of operations and Derivative financial asset — current and non-current in the condensed consolidated balance sheets. These are considered to be Level 2 instruments in the fair value hierarchy. By using commodity swaps, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counter party to perform under the terms of the swap contract. When the fair value of the swap contract is positive, the counter party owes the Company creating a credit risk. The Company manages the credit risk by entering into contracts with financially sound counter parties. To mitigate this risk, management monitors counterparty credit exposure on an annual basis, and the necessary credit adjustments have been reflected in the fair value of financial derivative instruments. When the fair value of the swap contract is negative, the Company owes the counterparty creating a market risk that the market price is higher than the contract price resulting in the Company not participating in the opportunity to earn higher revenues. |
Fair value measurements | Fair value measurements The fair value of financial instruments, including long-term debt and derivative instruments is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties. The carrying amount of cash and cash equivalents, accounts receivable, net, and accounts payable and accrued expenses approximates fair value due to their short-term maturities. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents, and restricted cash consisted of the following as of June 30, 2024 and December 31, 2023: June 30, December 31, Current assets: Cash and cash equivalents $ 19,016 $ 38,348 Restricted cash - current (1) 940 4,395 Long-term assets: Restricted cash held as collateral (2) 2,493 4,499 Total cash, cash equivalents, and restricted cash $ 22,449 $ 47,242 (1) Restricted cash - current as of June 30, 2024 consists of $940 related to debt reserve on Sunoma Loan. Restricted cash - current as of December 31, 2023 consists of $3,361 related to debt reserve on the Sunoma Loan and $1,034 related to deposit on our interconnections payments. (2) |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents, and restricted cash consisted of the following as of June 30, 2024 and December 31, 2023: June 30, December 31, Current assets: Cash and cash equivalents $ 19,016 $ 38,348 Restricted cash - current (1) 940 4,395 Long-term assets: Restricted cash held as collateral (2) 2,493 4,499 Total cash, cash equivalents, and restricted cash $ 22,449 $ 47,242 (1) Restricted cash - current as of June 30, 2024 consists of $940 related to debt reserve on Sunoma Loan. Restricted cash - current as of December 31, 2023 consists of $3,361 related to debt reserve on the Sunoma Loan and $1,034 related to deposit on our interconnections payments. (2) |
Project Development and Startup Costs | The following table provides information on the types of expenses classified under this expense category: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Site lease expenses $ 293 $ 252 $ 568 $ 506 Legal and professional fees 102 401 390 676 Royalties — 333 — 833 Virtual pipeline costs 2,540 — 2,659 700 Management services (1) — 75 30 201 Other — 54 73 82 Total Project development and startup costs $ 2,935 1,115 3,720 2,998 (1) Relates to charges billed to the individual projects by Fortistar. See Note. 10 Related parties for additional information. |
Changes in the Asset Retirement Obligation | The changes in the asset retirement obligations were as follows as of June 30, 2024: June 30, Balance, December 31, 2023 - Current and non-current $ 6,728 Additions during the year 592 Accretion expense 274 Total asset retirement obligation 7,594 Less: current portion (1,952) Total asset retirement obligation, net of current portion $ 5,642 |
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 2024 2023 2024 2023 Renewable Power sales $ 6,833 $ 8,393 $ 12,652 $ 17,996 Third party construction 8,705 15,093 19,495 22,247 Service 5,102 4,000 10,437 8,904 Brown gas sales 5,768 7,821 11,370 15,351 Environmental credits (1) 42,370 17,690 78,047 30,368 Parts sales 751 1,149 1,148 1,336 Other 276 — 617 — Total revenue from contracts with customers 69,805 54,146 133,766 96,202 Lease revenue (2) 1,145 896 2,136 1,797 Total revenue $ 70,950 $ 55,042 $ 135,902 $ 97,999 (1) Includes revenues of $4,671 and $4,525, respectively, for the three months ended June 30, 2024 and 2023, from customers domiciled outside of United States. For the six months ended June 30, 2024 and 2023, revenues include $8,288 and $9,693, respectively, from customers domiciled outside of United States. (2) |
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, 2024 2023 2024 2023 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) 432 236 1,097 506 Other income $ 432 $ 123,109 $ 1,097 $ 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 $ 24,220 $ 27,623 Contract assets: Cost and estimated earnings in excess of billings $ 10,662 $ 4,630 Accounts receivable retainage, net 2,114 2,160 Contract assets total $ 12,776 $ 6,790 Contract liabilities: Billings in excess of costs and estimated earnings $ 6,262 $ 6,314 Contract liabilities total $ 6,262 $ 6,314 |
Investments in Other Entities (
Investments in Other Entities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Equity Method Investments | The following table shows the movement in Investment in Other Entities: Pine Bend Noble Road GREP SJI Paragon Total Percentage of ownership 50 % 50 % 20 % 50 % 50 % Balance at December 31, 2023 $ 21,062 $ 22,174 $ 2,015 $ 1,567 $ 160,281 $ 207,099 Net income from equity method investment 2,135 3,030 (291) (258) 6,248 $ 10,864 Contribution by the Company — — — 4,500 4,050 $ 8,550 Distributions from return on investment in equity method investment (1 (2,042) (2,850) — — (3,777) $ (8,669) Distributions from return of investment in equity method investment (2) (558) — — — (2,364) $ (2,922) Accumulated other comprehensive income — — — — 515 $ 515 Amortization of basis difference (3) (93) (295) — — (2,470) $ (2,858) Balance at June 30, 2024 $ 20,504 $ 22,059 $ 1,724 $ 5,809 $ 162,483 $ 212,579 (1) Recorded as part of cash flows from operating activities for the six months ended June 30, 2024. (2) Recorded as part of cash flows from investing activities for the six months ended June 30, 2024. (3) Reflected in Income from equity method investments in the condensed consolidated statement of operations for the six months ended June 30, 2024. The following table summarizes the net income from equity method investments: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue $ 25,567 $ 6,925 $ 50,974 $ 14,464 Gross profit 9,919 8,225 21,013 9,876 Net loss 8,693 (2,686) 19,397 (2,899) Net (loss) income from equity method investments (1) $ 3,800 (998) $ 8,006 $ (293) (1) |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant, and Equipment, Net | Property, plant, and equipment, net, consisted of the following as of June 30, 2024 and December 31, 2023: June 30, December 31, Plant and equipment $ 262,264 $ 205,188 CNG/RNG fueling stations 56,725 51,749 Construction in progress (1) 158,663 175,060 Buildings 2,585 2,585 Land 1,303 1,303 Service equipment 2,591 2,481 Leasehold improvements 815 815 Vehicles 457 489 Office furniture and equipment 307 307 Computer software 277 277 Land lease - finance lease 6,096 6,469 Vehicles - finance leases 2,288 2,580 Other 612 591 494,983 449,894 Less: accumulated depreciation (109,528) (110,401) Property, plant, and equipment, net $ 385,455 $ 339,493 (1) Includes $1,055 and $5,475 of capitalized interest on our OPAL Term Loan facility for the six months ended June 30, 2024 and for the year ended December 31, 2023. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets with Definite Lives | Intangible assets, net, consisted of the following at June 30, 2024 and December 31, 2023: June 30, 2024 Cost Accumulated Intangible Weighted Power purchase agreements $ 8,999 $ (7,536) $ 1,463 18.1 Transmission/distribution interconnection 1,600 (1,600) — 15.1 Intellectual property 43 (40) 3 5.0 Total intangible assets $ 10,642 $ (9,176) $ 1,466 December 31, 2023 Cost Accumulated Intangible Weighted Power purchase agreements $ 8,999 $ (7,926) $ 1,073 18.1 Transmission/distribution interconnection 1,600 (1,076) 524 15.1 Intellectual property 43 (36) 7 5.0 Total intangible assets $ 10,642 $ (9,038) $ 1,604 |
Schedule of Estimated Future Amortization Expense For Definite Lived Intangible Assets | At June 30, 2024, estimated future amortization expense for intangible assets is as follows: Six months ended December 31, 2024 $ 136 Fiscal year: 2025 267 2026 231 2027 171 2028 171 Thereafter 490 $ 1,466 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table summarizes the changes in goodwill, if any, by reporting segment from the beginning of the period to the end of the period: RNG Fuel Fuel Station Services Total Balance at December 31, 2023 $ 51,155 $ 3,453 $ 54,608 Balance at June 30, 2024 $ 51,155 $ 3,453 $ 54,608 |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | The following table summarizes the borrowings under the various debt facilities as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 OPAL Term Loan 211,618 186,618 Less: unamortized debt issuance costs (9,065) (10,086) Less: current portion (4,211) — OPAL Term Loan, net of debt issuance costs 198,342 176,532 Sunoma Loan 21,672 22,453 Less: unamortized debt issuance costs (790) (835) Less: current portion (1,689) (1,608) Sunoma Loan, net of debt issuance costs 19,193 20,010 Non-current borrowings total $ 217,535 $ 196,542 |
Schedule of Principal Maturities of Debt | As of June 30, 2024, principal maturities of debt are expected as follows, excluding any undrawn debt facilities as of the date of the condensed consolidated balance sheets: OPAL Term Loan Sunoma Loan Total Six months ending December 31, 2024 $ — $ 826 $ 826 Fiscal year: 2025 8,338 1,756 10,094 2026 8,009 1,898 9,907 2027 7,695 2,051 9,746 2028 187,576 2,213 189,789 Thereafter $ — 12,928 12,928 $ 211,618 $ 21,672 $ 233,290 |
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, 2024 and 2023: Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Senior Secured Credit Facility $ — $ — $ 2 $ 281 Convertible Note Payable mark-to-market — 581 — 1,144 Sunoma Loan 440 449 901 894 OPAL Term Loan (1) 3,549 — 6,318 19 Equipment loan 5 — 10 — Commitment fees and other finance fees 774 184 1,462 312 Amortization of deferred financing cost 564 345 1,119 795 Interest expense on finance leases 141 21 288 37 Interest income (484) (624) (1,150) (1,885) Total interest expense $ 4,989 $ 956 $ 8,950 $ 1,597 (1) Excludes $640 and $2,074 of interest capitalized and recorded as part of Property, Plant and Equipment for the three and six months ended June 30, 2024, respectively. Excludes $1,981 and $3,785 of interest capitalized and recorded as part of Property, Plant and Equipment for the three and six months ended June 30, 2023, respectively. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Right-Of-Use Assets And Lease Liabilities | Right-of-use assets and Lease liabilities as of June 30, 2024 and December 31, 2023 are as follows: Description Location in Balance Sheet June 30, 2024 December 31, 2023 Assets: Operating leases (1) : Site leases Right-of-use assets $ 12,438 $ 11,330 Office lease Right-of-use assets 747 971 13,185 12,301 Finance leases (1) : Vehicle leases Property, plant and equipment, net 2,288 2,580 Site lease Property, plant and equipment, net 6,096 6,468 8,384 9,048 Total right-of-use assets $ 21,569 $ 21,349 Liabilities (1) : Sites leases Lease liabilities - current portion 205 $ 130 Office lease Lease liabilities - current portion 528 508 Vehicle leases - finance Accrued expenses and other current liabilities 771 827 Site leases - finance Accrued expenses and other current liabilities 471 571 1,975 2,036 Sites leases Lease liabilities - non-current portion 12,315 11,222 Office lease Lease liabilities - non-current portion 331 602 Vehicle leases - finance Other long-term liabilities 1,505 1,801 Site leases - finance Other long-term liabilities 5,771 5,587 19,922 19,212 Total lease liabilities $ 21,897 $ 21,248 (1) The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 2.30% to 7.28%. The table below presents components of the Company's lease expense for the three and six months ended June 30, 2024 and 2023: Description Location in Statement of Operations Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease expense for site leases Cost of sales - RNG Fuel $ 282 $ 263 $ 565 $ 526 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 245 141 479 281 Interest expense on lease liabilities - finance leases Interest and financing expense, net 141 21 288 37 $ 789 $ 546 $ 1,574 $ 1,086 The Company does not have material short term lease expense for the three and six months ended June 30, 2024 and 2023. The Company did not enter into any operating leases greater than 12 months for the six months ended June 30, 2024. Weighted average remaining lease term (years) June 30, 2024 Operating leases 21.2 years Financing leases 6.6 years Weighted average discount rate Operating leases 7.05 % Financing leases 6.60 % |
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, 2024: Site leases Office leases Vehicle leases Site lease - Finance Total Weighted average discount rate 7.6 % 2.3 % 7.6 % 6.1 % Six months ending December 31, 2024 $ 536 $ 271 $ 551 $ 481 $ 1,839 2025 1,129 562 996 963 3,650 2026 1,129 47 841 963 2,980 2027 1,129 — 459 963 2,551 2028 1,129 — 12 963 2,104 Thereafter 19,971 — — 3,287 23,258 25,023 880 2,859 7,620 36,382 Present value of lease liability 12,520 859 2,276 6,242 21,897 Lease liabilities - current portion 205 528 771 471 1,975 Lease liabilities - non-current portion 12,315 331 1,505 5,771 19,922 Total lease liabilities $ 12,520 $ 859 $ 2,276 $ 6,242 $ 21,897 Discount based on incremental borrowing rate $ 12,503 $ 21 $ 583 $ 1,378 $ 14,485 |
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, 2024: Site leases Office leases Vehicle leases Site lease - Finance Total Weighted average discount rate 7.6 % 2.3 % 7.6 % 6.1 % Six months ending December 31, 2024 $ 536 $ 271 $ 551 $ 481 $ 1,839 2025 1,129 562 996 963 3,650 2026 1,129 47 841 963 2,980 2027 1,129 — 459 963 2,551 2028 1,129 — 12 963 2,104 Thereafter 19,971 — — 3,287 23,258 25,023 880 2,859 7,620 36,382 Present value of lease liability 12,520 859 2,276 6,242 21,897 Lease liabilities - current portion 205 528 771 471 1,975 Lease liabilities - non-current portion 12,315 331 1,505 5,771 19,922 Total lease liabilities $ 12,520 $ 859 $ 2,276 $ 6,242 $ 21,897 Discount based on incremental borrowing rate $ 12,503 $ 21 $ 583 $ 1,378 $ 14,485 |
Derivative Financial Instrume_2
Derivative Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
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 2024 2023 2024 2023 Interest rate swaps $ — $ — $ — $ — Swaption — 20 — (46) Net periodic settlements — 812 — 812 $ — $ 832 $ — $ 766 Change in fair value of derivative instruments, net The following table summarizes the effect of commodity swaps on the condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023: Derivatives not designated as hedging instruments Location of (loss) gain recognized Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Commodity swaps - realized (loss) gain Revenues - Renewable Power $ 231 $ 509 $ 409 $ 880 Commodity swaps - unrealized gain (loss) Revenues - Renewable Power (228) (160) (324) 762 Total realized and unrealized gain (loss) Revenues - Renewable Power $ 3 $ 349 $ 85 $ 1,642 |
Summary of Commodity Swaps And Other Derivatives | The following table summarizes the commodity swaps in place as of June 30, 2024 and December 31, 2023. There were no new commodity swap contracts entered during the three and six months ended June 30, 2024. Trade Date Period From Period To Notional Quantity per Year (“MWh”) Average Contract Price (per MWh) October 17, 2022 January 1, 2023 December 31, 2024 70,176 $ 68.50 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, 2024 and 2023: Derivative liability Three Months Ended June 30, Six Months Ended June 30, Location of (Loss) Gain Recognized in Operations from Derivatives 2024 2023 2024 2023 Put option to Meteora $ — $ — $ — $ (311) Sponsor Earnout Awards 776 (172) 1,179 138 OPAL Earnout Awards — 500 — 4,500 $ 776 $ 328 $ 1,179 $ 4,327 Change in fair value of derivative instruments, net |
Derivatives Fair Values on Balance Sheet | The following table summarizes the derivative assets and liabilities related to commodity swaps as of June 30, 2024 and December 31, 2023: Fair Value Location of Fair value recognized in Balance Sheet June 30, 2024 December 31, 2023 Derivatives designated as economic hedges Current portion of unrealized gain on commodity swaps $ 309 $ 633 Derivative financial asset, current portion |
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, 2024 and December 31, 2023, set forth by level, within the fair value hierarchy: Fair value as of June 30, 2024 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 7,594 $ 7,594 Earnout liabilities — — 721 721 Assets: Cash and cash equivalents and restricted cash - current and non-current (1) 22,449 — — 22,449 Short term investments 8,585 — — 8,585 Commodity swap contracts — 309 — 309 Fair value as of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Asset retirement obligation $ — $ — $ 6,728 $ 6,728 Earnout liabilities — — 1,900 1,900 Assets: Cash and cash equivalents and restricted cash - current and non-current (1) 47,242 47,242 Short term investments 9,875 — — 9,875 Commodity swap contracts — 633 — 633 (1) Includes balances in money market accounts of $6,356 and $31,965, respectively as of June 30, 2024 and December 31, 2023. |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Fees Upon Entering Into Management Services Agreement with Related Party and Various Balances for Related Parties | The following table summarizes the various fees recorded under the agreements described above which are included in "Selling, general, and administrative" expenses: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Staffing and management services $ 534 $ 412 $ 996 $ 987 Rent - fixed compensation 172 164 343 329 IT services 800 731 1,504 1,457 Total $ 1,506 $ 1,307 $ 2,843 $ 2,773 The following table presents the various balances for related parties included in our condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023: Location in Balance Sheet June 30, 2024 December 31, 2023 Assets: Trade AR - NextEra Accounts receivable, related party $ 14,738 $ 18,696 Liabilities: Payables to equity method investment entities Accounts payable, related party 6,633 5,692 NextEra Accounts payable, related party 501 501 Staffing and management services - Fortistar Accounts payable, related party 777 622 IT services - Costar Accounts payable, related party 258 209 Total liabilities - related party $ 8,169 $ 7,024 |
Reportable Segments and Geogr_2
Reportable Segments and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Total Revenues by Segment | The Company has determined that each of the four operating segments meets the characteristics of a reportable segment under U.S. GAAP. The Company's activities and assets that are not associated with the four reportable segments are summarized in the "Other" category below. These include corporate investment income, interest income and interest expense, income tax expense, and other non-allocated costs. The Company evaluates performance based on net income. Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Revenues: Renewable Power $ 12,248 $ 14,455 $ 22,331 $ 29,818 RNG Fuel (1) 44,738 17,556 87,530 31,844 Fuel Station Services (2) 45,547 34,155 87,197 58,730 Other (3) 274 — 616 17 Intersegment eliminations (6,290) (4,199) (10,798) (7,946) Equity Method Investment(s) (25,567) (6,925) (50,974) (14,464) $ 70,950 $ 55,042 $ 135,902 $ 97,999 ____________ (1) Includes revenues from our equity method investments. (2) Includes intersegment revenues eliminated in the condensed consolidated financial statements. (3) Other includes management fee revenues earned from operations and management of unconsolidated entities and Fortistar Contracting LLC. |
Schedule of Interest Expense on Borrowings, Depreciation, Amortization and Accretion and Cash Paid for Purchases, Plant and Equipment | Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Interest and Financing Expense, net: Renewable Power $ 25 $ 6 $ 85 $ (258) RNG Fuel (5,011) (939) (9,302) (1,594) Fuel Station Services (47) 83 (24) 93 Corporate 192 (261) 323 (59) Equity Method Investment(s) (148) 155 (32) 221 $ (4,989) $ (956) $ (8,950) $ (1,597) Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Depreciation, Amortization, and Accretion: Renewable Power $ 1,013 $ 1,449 $ 2,013 $ 2,901 RNG Fuel 2,936 2,292 5,282 4,316 Fuel Station Services 1,290 848 2,609 1,638 Other (1) — 11 — 27 Equity Method Investment(s) (970) (972) (1,924) (1,687) $ 4,269 $ 3,628 $ 7,980 $ 7,195 (1) Other includes amortization of intangible assets and depreciation expense not allocated to any segment. Six Months Ended 2024 2023 Cash paid for Purchases of Property, Plant, and Equipment: Fuel Station Services 11,504 12,356 RNG Fuel 38,238 59,653 $ 49,742 $ 72,009 |
Schedule of Net Income (Loss) | Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 Net income (loss) Renewable Power $ 2,288 $ 5,059 $ 2,215 $ 9,601 RNG Fuel 1,826 1,491 4,751 (2,777) Fuel Station Services 7,069 1,858 12,791 1,899 Corporate (13,075) 106,640 (25,178) 98,274 Equity Method Investment(s) 3,800 (998) 8,006 (293) $ 1,908 $ 114,050 $ 2,585 $ 106,704 |
Total Assets | June 30, December 31, Total Assets: Renewable Power $ 34,774 $ 37,479 RNG Fuel 355,155 342,176 Fuel Station Services 155,256 152,625 Corporate 24,548 15,230 Equity Method Investment(s) 212,579 207,099 $ 782,312 $ 754,609 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The amount of assets that can only be used to settle obligations of the VIEs are parenthesized in the condensed consolidated balance sheets and are included in the asset totals listed in the table below. As of As of Assets Current assets: Cash and cash equivalents $ 533 $ 166 Accounts receivable, net 388 33 Restricted cash - current 940 4,395 Environmental credits held for sale 29 29 Prepaid expenses and other current assets 68 107 Total current assets 1,958 4,730 Property, plant and equipment, net 25,884 26,626 Restricted cash, non-current 2,063 1,850 Total assets $ 29,905 $ 33,206 Liabilities and equity Current liabilities: Accounts payable $ 50 $ 744 Accounts payable, related party 669 1,046 Accrued expenses 812 647 Accrued payroll 38 — Other current liabilities 97 92 Sunoma Loan- current portion 1,689 1,608 Total current liabilities 3,355 4,137 Sunoma loan, net of debt issuance costs 19,193 20,010 Other long-term liabilities 2,683 211 Total liabilities 25,231 24,358 Equity Stockholders' equity 4,157 7,893 Non-redeemable non-controlling interests 517 955 Total equity 4,674 8,848 Total Liabilities and Equity $ 29,905 $ 33,206 |
Redeemable non-controlling in_2
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 to June 30, 2024: Series A-1 preferred units Series A preferred units Units Amount Units Amount Total Balance, December 31, 2023 300,000 $ 30,604 1,000,000 $ 102,013 $ 132,617 Preferred dividends attributable to OPAL Fuels — 1,011 — 3,364 4,375 Preferred dividends attributable to Class A common stockholders — 198 — 663 861 Payment of Preferred dividends — (1,813) — (6,040) (7,853) Balance, June 30, 2024 300,000 $ 30,000 1,000,000 $ 100,000 $ 130,000 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Unit | The following table summarizes the calculation of basic and diluted net loss per share: Three Months Ended Six Months Ended 2024 2023 2024 2023 Net (loss) income attributable to Class A common stockholders (153) 17,924 (469) $ 16,345 Weighted average number of shares of Class A common stock - basic 27,674,567 26,977,682 27,523,150 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 27,674,567 27,248,639 27,523,150 27,556,700 Net (loss) income per share of Class A common stock Basic $ (0.01) $ 0.66 $ (0.02) $ 0.60 Diluted $ (0.01) $ 0.66 $ (0.02) $ 0.59 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Equity Awards Under 2022 Plan | A summary of the equity awards under the 2022 Plan for the six months ended June 30, 2024 is as follows: Number of Units outstanding Weighted average fair value per restricted unit on grant date Exercise price per Stock Option Aggregate Fair Value (in thousands) Vesting terms Restricted Stock Units: Unvested restricted stock units outstanding as of December 31, 2023 949,936 $ 6.98 $ 6,627 Equal installments vesting over one Granted during the six months ending June 30, 2024 1,300,557 4.98 6,479 Equal installments vesting over one Vested during 2024 (321,070) 6.99 (2,244) Withheld for settlement of taxes (112,402) 6.97 (783) Forfeitures during 2024 (7,911) 5.69 (45) Restricted Stock Units outstanding as of June 30, 2024 1,809,110 5.55 10,034 Stock Options (1) : Unvested awards as of December 31, 2023 175,890 $ 5.26 $ 6.97 $ 925 Three equal installments vesting over three years Granted during the six months ending June 30, 2024 360,298 3.40 5.02 1,225 Three equal installments vesting over three years Outstanding Stock Options at June 30, 2024 536,188 4.01 5.66 2,150 Stock Options vested and exercisable as of June 30, 2024 62,327 5.26 6.97 328 Performance Stock Units: Unvested awards as of December 31, 2023 239,680 6.97 1,671 100% vesting on March 31, 2026 Granted during the six months ending June 30, 2024 456,308 4.97 2,267 100% vesting on March 31, 2027 Forfeitures during 2024 (1,865) 6.97 (13) Performance Stock Units outstanding as of June 30, 2024 694,123 5.65 3,925 Total unvested awards outstanding as of June 30, 2024 3,039,421 $ 5.30 $ 16,109 (1) |
Stock-based Compensation Expense | The stock-based compensation expense for the above stock awards under the 2022 Plan as well as Parent Equity Awards is included in the selling, general and administrative expenses: Three Months Ended June 30, Six Months Ended 2024 2023 2024 2023 2022 Plan $ 1,682 $ 1,717 $ 2,535 $ 2,528 Parent equity awards $ 160 $ 160 $ 320 $ 320 $ 1,842 $ 1,877 $ 2,855 $ 2,848 |
Organization and Description _2
Organization and Description of Business (Details) | 6 Months Ended |
Jun. 30, 2024 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basis of Presentation and Principles of Consolidation, Short-Term Investments, Earnout Awards, Redeemable Noncontrolling Interests, Accounts Receivable, Net and Asset Retirement Obligation Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 23 Months Ended | |||||
Jul. 21, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Derivative [Line Items] | ||||||||
Selling, general, and administrative | $ (13,699) | $ (12,823) | $ (26,860) | $ (26,391) | ||||
Short term investments | 8,585 | 8,585 | $ 8,585 | $ 9,875 | ||||
Contingent consideration (in shares) | 10,000,000 | |||||||
Gain on earnout awards | 776 | 327 | 1,179 | 4,638 | ||||
Earn out liabilities | 721 | 721 | 721 | 1,900 | ||||
Allowance for doubtful accounts | 0 | 0 | 0 | 0 | ||||
Estimated value of total asset retirement obligation | 7,594 | 7,594 | 7,594 | $ 6,728 | ||||
RNG Fuel | ||||||||
Derivative [Line Items] | ||||||||
Cost of sales | $ 8,321 | $ 7,609 | $ 16,659 | $ 14,153 | ||||
Revision of Prior Period, Reclassification, Adjustment | ||||||||
Derivative [Line Items] | ||||||||
Selling, general, and administrative | $ 506 | |||||||
Revision of Prior Period, Reclassification, Adjustment | RNG Fuel | ||||||||
Derivative [Line Items] | ||||||||
Cost of sales | 506 | |||||||
Class B Ordinary Share | Opal Fuels | ||||||||
Derivative [Line Items] | ||||||||
Stock issued (in shares) | 144,399,037 | |||||||
Redeemable non-controlling interests | ||||||||
Derivative [Line Items] | ||||||||
Change in redemption value of Redeemable non-controlling interests | $ 7,720 | $ 597,069 | ||||||
Sponsor Letter Agreement | ||||||||
Derivative [Line Items] | ||||||||
Percentage of common stock subject to vesting and forfeiture conditions | 10% | |||||||
Common stock subject to vesting and forfeiture conditions, period | 60 months |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||||
Cash and cash equivalents | $ 19,016 | $ 38,348 | ||
Restricted cash - current | 940 | 4,395 | ||
Long-term assets: | ||||
Restricted cash held as collateral | 2,493 | 4,499 | ||
Total cash, cash equivalents, and restricted cash | 22,449 | 47,242 | $ 27,126 | $ 77,221 |
Deposit on interconnection payments | 1,034 | |||
Sunoma Loan | ||||
Long-term assets: | ||||
Debt reserve | $ 940 | $ 3,361 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Project Development and Startup Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||||
Site lease expenses | $ 293 | $ 252 | $ 568 | $ 506 |
Legal and professional fees | 102 | 401 | 390 | 676 |
Royalties | 0 | 333 | 0 | 833 |
Virtual pipeline costs | 2,540 | 0 | 2,659 | 700 |
Management services | 0 | 75 | 30 | 201 |
Other | 0 | 54 | 73 | 82 |
Total Project development and startup costs | $ 2,935 | $ 1,115 | $ 3,720 | $ 2,998 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Changes in the Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Asset retirement obligation, beginning balance | $ 6,728 | ||
Additions during the year | 592 | ||
Accretion expense | 274 | $ 205 | |
Asset retirement obligation, ending balance | 7,594 | ||
Less: current portion | (1,952) | $ (1,812) | |
Total asset retirement obligation, net of current portion | $ 5,642 | $ 4,916 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Revenue Recognition, Contract Balances, Environmental Credits Held For Sale, Fuel Station Construction Backlog and Major Maintenance Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2024 USD ($) producer | Sep. 30, 2023 facility | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) facility producer | Jun. 30, 2023 USD ($) | Dec. 31, 2022 subsidiary | Dec. 31, 2020 | Dec. 31, 2023 USD ($) | Nov. 29, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Number of natural gas producers | producer | 2 | 2 | |||||||
Total revenues | $ 70,950 | $ 55,042 | $ 135,902 | $ 97,999 | |||||
Other long-term liabilities | 10,126 | 10,126 | $ 7,599 | ||||||
Total revenue from contracts with customers | 69,805 | 54,146 | 133,766 | 96,202 | |||||
Revenue recognized included in contract liabilities | 3,746 | 8,013 | |||||||
Backlog | 42,814 | 42,814 | |||||||
Major maintenance expense | 2,464 | $ 2,154 | 5,373 | $ 4,230 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Backlog | $ 37,427 | $ 37,427 | |||||||
Backlog recognition period (in months) | 12 months | 12 months | |||||||
Transferred over Time | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Percentage of revenue recognized over time | 12% | 27% | 14% | 23% | |||||
RNG Fuel | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Total revenues | $ 19,445 | $ 10,631 | $ 37,172 | $ 17,380 | |||||
Fuel Station Services | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Total revenues | 39,257 | 29,956 | 76,399 | 50,784 | |||||
Environmental credits held for sale | 3,694 | 1,797 | 6,850 | 3,015 | |||||
Renewable Power | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Total revenues | 12,248 | 14,455 | 22,331 | 29,835 | |||||
Number of wholly owned subsidiaries | subsidiary | 2 | ||||||||
Related Party | Renewable Natural Gas Fuel Supply Segment And Fuel Station Services Segment | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Total revenues | 25,409 | 11,852 | 48,645 | 18,060 | |||||
Related Party | RNG Fuel | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Total revenues | 15,881 | 9,412 | 31,376 | 14,127 | |||||
Related Party | Fuel Station Services | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Total revenues | 9,528 | 2,440 | 17,269 | 3,933 | |||||
Related Party | Renewable Power | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Total revenues | 1,804 | 1,747 | $ 3,330 | 3,274 | |||||
RNG Fuel | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Term of agreement (in years) | 3 years | ||||||||
Number of facilities | facility | 3 | 2 | |||||||
RNG Fuel | Low Carbon Fueld Standard ("LCFS") | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Term of contract (in years) | 7 years | ||||||||
Other long-term liabilities | 2,522 | $ 2,522 | |||||||
Environmental credits | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Total revenue from contracts with customers | 42,370 | 17,690 | 78,047 | 30,368 | |||||
Environmental credits | Non-US | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Total revenue from contracts with customers | 4,671 | 4,525 | 8,288 | 9,693 | |||||
NextEra | RNG Fuel | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Minimum of environmental attributes to be sold, percentage | 90% | ||||||||
OCI Fuels B.V. ("OCI") | Environmental Attributes | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Term of agreement (in years) | 3 years | ||||||||
OCI Fuels B.V. ("OCI") | Environmental Attributes | Renewable Power | |||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||
Total revenues | $ 4,671 | $ 4,525 | $ 8,288 | $ 9,693 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Disaggregation of Revenue By Product Line (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) agreement | Sep. 30, 2023 facility | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) facility fuel_station agreement | Jun. 30, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | $ 69,805 | $ 54,146 | $ 133,766 | $ 96,202 | |
Lease revenue | 1,145 | 896 | 2,136 | 1,797 | |
Total revenues | $ 70,950 | 55,042 | $ 135,902 | 97,999 | |
Fuel Purchasing Agreements | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of agreements | agreement | 29 | 29 | |||
Renewable Power sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | $ 6,833 | 8,393 | $ 12,652 | 17,996 | |
Third party construction | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 8,705 | 15,093 | 19,495 | 22,247 | |
Service | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 5,102 | 4,000 | 10,437 | 8,904 | |
Brown gas sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 5,768 | 7,821 | 11,370 | 15,351 | |
Environmental credits | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 42,370 | 17,690 | 78,047 | 30,368 | |
Environmental credits | Non-US | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 4,671 | 4,525 | 8,288 | 9,693 | |
Parts sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | 751 | 1,149 | 1,148 | 1,336 | |
Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue from contracts with customers | $ 276 | $ 0 | $ 617 | $ 0 | |
RNG Fuel | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of fuel stations | fuel_station | 2 | ||||
Number of facilities | facility | 3 | 2 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Other Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||||
Loss on warrant exchange | $ 0 | $ 0 | $ 0 | $ (338) |
Gain on deconsolidation of VIEs | 0 | 122,873 | 0 | 122,873 |
Gain on transfer of non-financial asset in exchange for services received | 432 | 236 | 1,097 | 506 |
Other income | $ 432 | $ 123,109 | $ 1,097 | $ 123,041 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Receivables, Contract Assets and Contract Liabilities From Contracts With Customers (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Accounts receivable | $ 24,220 | $ 27,623 |
Contract assets: | ||
Cost and estimated earnings in excess of billings | 10,662 | 4,630 |
Accounts receivable retainage, net | 2,114 | 2,160 |
Contract assets | 12,776 | 6,790 |
Contract liabilities: | ||
Billings in excess of costs and estimated earnings | 6,262 | 6,314 |
Contract liabilities | $ 6,262 | $ 6,314 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Significant Customers, Vendors and Concentration of Credit Risk Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Accounts Payable | Supplier Concentration Risk | One Vendor | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 30% | 32% | |||
Two Customers | Revenue Benchmark | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 53% | 53% | |||
Two Customers | Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 53% | 54% | |||
Three Customers | Revenue Benchmark | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 47% | 46% |
Investments in Other Entities -
Investments in Other Entities - Summary of Equity Method Investments (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Aug. 31, 2021 | |
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||
Beginning balance | $ 207,099 | ||
Net income from equity method investment | 10,864 | ||
Contribution by the Company | 8,550 | ||
Distributions from return on investment in equity method investment | (8,669) | $ 0 | |
Distributions from return of investment in equity method investment | (2,922) | $ (7,756) | |
Accumulated other comprehensive income | 515 | ||
Amortization of basis difference | (2,858) | ||
Ending balance | $ 212,579 | ||
Pine Bend | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 50% | ||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||
Beginning balance | $ 21,062 | ||
Net income from equity method investment | 2,135 | ||
Contribution by the Company | 0 | ||
Distributions from return on investment in equity method investment | (2,042) | ||
Distributions from return of investment in equity method investment | (558) | ||
Accumulated other comprehensive income | 0 | ||
Amortization of basis difference | (93) | ||
Ending balance | $ 20,504 | ||
Noble Road | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 50% | ||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||
Beginning balance | $ 22,174 | ||
Net income from equity method investment | 3,030 | ||
Contribution by the Company | 0 | ||
Distributions from return on investment in equity method investment | (2,850) | ||
Distributions from return of investment in equity method investment | 0 | ||
Accumulated other comprehensive income | 0 | ||
Amortization of basis difference | (295) | ||
Ending balance | $ 22,059 | ||
GREP | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 20% | 20% | |
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||
Beginning balance | $ 2,015 | ||
Net income from equity method investment | (291) | ||
Contribution by the Company | 0 | ||
Distributions from return on investment in equity method investment | 0 | ||
Distributions from return of investment in equity method investment | 0 | ||
Accumulated other comprehensive income | 0 | ||
Amortization of basis difference | 0 | ||
Ending balance | $ 1,724 | ||
SJI | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 50% | ||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||
Beginning balance | $ 1,567 | ||
Net income from equity method investment | (258) | ||
Contribution by the Company | 4,500 | ||
Distributions from return on investment in equity method investment | 0 | ||
Distributions from return of investment in equity method investment | 0 | ||
Accumulated other comprehensive income | 0 | ||
Amortization of basis difference | 0 | ||
Ending balance | $ 5,809 | ||
Paragon | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership | 50% | ||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||
Beginning balance | $ 160,281 | ||
Net income from equity method investment | 6,248 | ||
Contribution by the Company | 4,050 | ||
Distributions from return on investment in equity method investment | (3,777) | ||
Distributions from return of investment in equity method investment | (2,364) | ||
Accumulated other comprehensive income | 515 | ||
Amortization of basis difference | (2,470) | ||
Ending balance | $ 162,483 |
Investments in Other Entities_2
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | $ 70,950 | $ 55,042 | $ 135,902 | $ 97,999 |
Net loss | 1,908 | 114,050 | 2,585 | 106,704 |
Net (loss) income from equity method investments | 3,800 | (998) | 8,006 | (293) |
Equity Method Investment | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | 25,567 | 6,925 | 50,974 | 14,464 |
Gross profit | 9,919 | 8,225 | 21,013 | 9,876 |
Net loss | $ 8,693 | $ (2,686) | $ 19,397 | $ (2,899) |
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 |
Jun. 30, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Vehicles - finance leases | $ 8,384 | $ 9,048 |
Gross property, plant, equipment and finance leases | 494,983 | 449,894 |
Less: accumulated depreciation | (109,528) | (110,401) |
Property, plant, and equipment, net | 385,455 | 339,493 |
OPAL Term Loan | Secured Debt | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized interest | 1,055 | 5,475 |
Plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 262,264 | 205,188 |
CNG/RNG fueling stations | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 56,725 | 51,749 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 158,663 | 175,060 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,585 | 2,585 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,303 | 1,303 |
Vehicles - finance leases | 6,096 | 6,469 |
Service equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,591 | 2,481 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 815 | 815 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 457 | 489 |
Vehicles - finance leases | 2,288 | 2,580 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 307 | 307 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 277 | 277 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 612 | $ 591 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Oct. 20, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Asset Acquisition [Line Items] | |||||
Depreciation | $ 4,076 | $ 3,372 | $ 7,569 | $ 6,677 | |
Pipelines | |||||
Asset Acquisition [Line Items] | |||||
Capital expenditure | $ 2,881 | ||||
Pipeline Project | Washington Gas Light Company ("WGL") | |||||
Asset Acquisition [Line Items] | |||||
Purchase price, contingent consideration | $ 25,000 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets with Definite Lives (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 10,642 | $ 10,642 |
Accumulated Amortization | (9,176) | (9,038) |
Intangible Assets, Net | 1,466 | 1,604 |
Power purchase agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 8,999 | 8,999 |
Accumulated Amortization | (7,536) | (7,926) |
Intangible Assets, Net | $ 1,463 | $ 1,073 |
Weighted Average Amortization Period (Years) | 18 years 1 month 6 days | 18 years 1 month 6 days |
Transmission/distribution interconnection | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,600 | $ 1,600 |
Accumulated Amortization | (1,600) | (1,076) |
Intangible Assets, Net | $ 0 | $ 524 |
Weighted Average Amortization Period (Years) | 15 years 1 month 6 days | 15 years 1 month 6 days |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 43 | $ 43 |
Accumulated Amortization | (40) | (36) |
Intangible Assets, Net | $ 3 | $ 7 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 71 | $ 153 | $ 138 | $ 313 |
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, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Six months ended December 31, 2024 | $ 136 | |
2025 | 267 | |
2026 | 231 | |
2027 | 171 | |
2028 | 171 | |
Thereafter | 490 | |
Intangible Assets, Net | $ 1,466 | $ 1,604 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 54,608 |
Goodwill, ending balance | 54,608 |
RNG Fuel | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 51,155 |
Goodwill, ending balance | 51,155 |
Fuel Station Services | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 3,453 |
Goodwill, ending balance | $ 3,453 |
Borrowings - Schedule of Borrow
Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Non-current borrowings total | $ 217,535 | $ 196,542 |
Sunoma Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 21,672 | 22,453 |
Less: unamortized debt issuance costs | (790) | (835) |
Less: current portion | (1,689) | (1,608) |
Non-current borrowings total | 19,193 | 20,010 |
OPAL Term Loan | OPAL Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 211,618 | 186,618 |
Less: unamortized debt issuance costs | (9,065) | (10,086) |
Less: current portion | (4,211) | 0 |
Non-current borrowings total | $ 198,342 | $ 176,532 |
Borrowings - Schedule of Princi
Borrowings - Schedule of Principal Maturities of Debt (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Debt Instrument [Line Items] | |
Six months ending December 31, 2024 | $ 826 |
2025 | 10,094 |
2026 | 9,907 |
2027 | 9,746 |
2028 | 189,789 |
Thereafter | 12,928 |
Total | 233,290 |
OPAL Term Loan | OPAL Term Loan | |
Debt Instrument [Line Items] | |
Six months ending December 31, 2024 | 0 |
2025 | 8,338 |
2026 | 8,009 |
2027 | 7,695 |
2028 | 187,576 |
Thereafter | 0 |
Total | 211,618 |
Sunoma Loan | |
Debt Instrument [Line Items] | |
Six months ending December 31, 2024 | 826 |
2025 | 1,756 |
2026 | 1,898 |
2027 | 2,051 |
2028 | 2,213 |
Thereafter | 12,928 |
Total | $ 21,672 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||
Sep. 01, 2023 USD ($) | Jul. 19, 2022 USD ($) | Aug. 27, 2020 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 | Jun. 30, 2024 USD ($) | Jun. 30, 2023 | Dec. 31, 2023 USD ($) | Oct. 22, 2021 USD ($) | May 01, 2021 USD ($) | Sep. 21, 2015 USD ($) | |
Sunoma Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 20,000 | ||||||||||
Debt outstanding | $ 21,672 | $ 21,672 | $ 22,453 | ||||||||
Minimum required debt service coverage ratio | 1.25 | ||||||||||
Maximum debt to worth ratio | 5 | ||||||||||
Minimum current ratio | 1 | ||||||||||
Interest rate during period | 8.50% | 8% | 8.40% | 8% | |||||||
Sunoma Loan | Sunoma | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Financing fees paid | $ 635 | ||||||||||
Permanent Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 23,000 | ||||||||||
Basis spread on permanent loan | 3.50% | ||||||||||
Interest rate on loan | 7.75% | ||||||||||
Payment of quarterly amortization | $ 380 | ||||||||||
Convertible Notes Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 50,000 | ||||||||||
Interest rate on loan | 8% | 8% | 8% | ||||||||
Senior Secured Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 150,000 | ||||||||||
Weighed average effective interest rate | 5.60% | 5.60% | |||||||||
Municipality Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Weighed average effective interest rate | 3% | 3% | |||||||||
OPAL Term Loan | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 125,000 | ||||||||||
Debt outstanding | $ 211,618 | $ 211,618 | $ 186,618 | ||||||||
Weighed average effective interest rate | 9.30% | 9.20% | 7.90% | 8.80% | |||||||
Credit Agreement | Line of Credit | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 450,000 | ||||||||||
Term of loan (in years) | 18 months | ||||||||||
Amortization rate | 1% | ||||||||||
Minimum required debt service coverage ratio | 1.2 | ||||||||||
Minimum debt to cash flow ratio | 4.5 | ||||||||||
Minimum debt to cash flow ratio after delayed draw availability period | 4 | ||||||||||
Credit Agreement | Line of Credit | Secured Debt | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Cash sweep | 25% | ||||||||||
Credit Agreement | Line of Credit | Secured Debt | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Cash sweep | 100% | ||||||||||
Credit Agreement | Line of Credit | Secured Debt | Variable Rate, Fixed Margin, Period One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on permanent loan | 3.50% | ||||||||||
Credit Agreement | Line of Credit | Secured Debt | Variable Rate, Fixed Margin, Period Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on permanent loan | 0.25% | ||||||||||
Credit Agreement | Line of Credit | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Revolving credit arrangement borrowing capacity | $ 50,000 | ||||||||||
Draws on letters of credit | $ 25,000 | ||||||||||
Proceeds from issuance | $ 13,694 | ||||||||||
Credit Agreement | Letter of Credit | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Financing fees paid | $ 9,976 | ||||||||||
Senior Secured Credit Facility - Term Loan | Senior Secured Credit Facility | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | 125,000 | ||||||||||
Senior Secured Credit Facility - Working Capital Facility | Senior Secured Credit Facility | Letter of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Revolving credit arrangement borrowing capacity | 19,000 | ||||||||||
Senior Secured Credit Facility - Debt Reserve And Liquidity Facility | Senior Secured Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 6,000 |
Borrowings - Schedule of Intere
Borrowings - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | ||||
Convertible note payable mark-to-market | $ 0 | $ 1,143 | ||
Commitment fees and other finance fees | $ 774 | $ 184 | 1,462 | 312 |
Amortization of deferred financing cost | 564 | 345 | 1,119 | 795 |
Interest expense on finance leases | 141 | 21 | 288 | 37 |
Interest income | (484) | (624) | (1,150) | (1,885) |
Total interest expense | 4,989 | 956 | 8,950 | 1,597 |
Interest capitalized | 640 | 1,981 | 2,074 | 3,785 |
Equipment loan | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 5 | 0 | 10 | 0 |
Senior Secured Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 0 | 0 | 2 | 281 |
Convertible Note Payable mark-to-market | ||||
Debt Instrument [Line Items] | ||||
Convertible note payable mark-to-market | 0 | 581 | 0 | 1,144 |
Sunoma Loan | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 440 | 449 | 901 | 894 |
OPAL Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 3,549 | $ 0 | $ 6,318 | $ 19 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Dec. 27, 2023 uSD_Per_Gasoline_Gallon_Equivalent | Jun. 30, 2024 USD ($) lease agreement vehicle | Sep. 30, 2023 facility | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) lease agreement facility vehicle | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Jan. 01, 2022 agreement | |
Operating Leased Assets [Line Items] | ||||||||
Total revenues | $ 70,950 | $ 55,042 | $ 135,902 | $ 97,999 | ||||
Increase in operating liability | $ (301) | (270) | ||||||
Number of vehicles | vehicle | 104 | 104 | ||||||
Operating right-of-use assets | $ 13,185 | $ 13,185 | $ 12,301 | |||||
Site leases | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Increase in operating right of use asset | 1,218 | |||||||
Increase in operating liability | $ 1,218 | |||||||
Incremental borrowing rate | 7.28% | 7.28% | ||||||
Rent per gasoline gallon equivalent (in dollars per gasoline gallon equivalent) | uSD_Per_Gasoline_Gallon_Equivalent | 1 | |||||||
Number of leases | lease | 3 | 3 | ||||||
Operating right-of-use assets | $ 12,438 | $ 12,438 | 11,330 | |||||
Site leases | Minimum | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Term of lease | 20 months | 20 months | ||||||
Site leases | Maximum | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Term of lease | 24 months | 24 months | ||||||
Office leases | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Term of lease | 36 months | 36 months | ||||||
Additional renewal term (in years) | 24 months | 24 months | ||||||
Number of leases | lease | 1 | 1 | ||||||
Operating right-of-use assets | $ 747 | $ 747 | $ 971 | |||||
Fuel Station Services | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Total revenues | 39,257 | 29,956 | 76,399 | 50,784 | ||||
Renewable Power | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Total revenues | $ 12,248 | 14,455 | $ 22,331 | 29,835 | ||||
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 | $ 210 | 264 | $ 429 | 595 | ||||
Fuel Provider Agreements ("FPAs") | Fuel Station Services | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Total revenues | $ 935 | $ 632 | $ 1,707 | $ 1,202 | ||||
RNG Fuel | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of facilities | facility | 3 | 2 | ||||||
RNG Fuel | Site leases | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of facilities | facility | 3 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Lessee, Lease, Description [Line Items] | |||||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities (includes $812 and $647 at June 30, 2024 and December 31, 2022, respectively, related to consolidated VIEs) | Accrued expenses and other current liabilities (includes $812 and $647 at June 30, 2024 and December 31, 2022, respectively, related to consolidated VIEs) | Accrued expenses and other current liabilities (includes $812 and $647 at June 30, 2024 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 $25,884 and $26,626 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | Property, plant, and equipment, net (includes $25,884 and $26,626 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | Property, plant, and equipment, net (includes $25,884 and $26,626 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities (includes $2,683 and $211 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | Other long-term liabilities (includes $2,683 and $211 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | Other long-term liabilities (includes $2,683 and $211 at June 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | ||
Operating leases, Right-of-use assets | $ 13,185 | $ 13,185 | $ 12,301 | ||
Finance leases | 8,384 | 8,384 | 9,048 | ||
Total right-of-use assets | 21,569 | 21,569 | 21,349 | ||
Operating lease liabilities - current portion | 733 | 733 | 638 | ||
Lease liabilities - current portion | 1,975 | 1,975 | 2,036 | ||
Operating lease liabilities - non-current portion | 12,646 | 12,646 | 11,824 | ||
Lease liabilities - non-current portion | 19,922 | 19,922 | 19,212 | ||
Total lease liabilities | 21,897 | 21,897 | 21,248 | ||
Amortization of right-of-use assets - finance leases | 245 | $ 141 | 479 | $ 281 | |
Interest expense on lease liabilities - finance leases | 141 | 21 | 288 | 37 | |
Total lease expense | $ 789 | 546 | $ 1,574 | 1,086 | |
Weighted average remaining lease term (years) | |||||
Operating leases | 21 years 2 months 12 days | 21 years 2 months 12 days | |||
Financing leases | 6 years 7 months 6 days | 6 years 7 months 6 days | |||
Weighted average discount rate | |||||
Operating leases | 7.05% | 7.05% | |||
Financing leases | 6.60% | 6.60% | |||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Discount rate for operating and finance leases | 2.30% | 2.30% | |||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Discount rate for operating and finance leases | 7.28% | 7.28% | |||
Site leases | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating leases, Right-of-use assets | $ 12,438 | $ 12,438 | 11,330 | ||
Finance leases | 6,096 | 6,096 | 6,468 | ||
Operating lease liabilities - current portion | 205 | 205 | 130 | ||
Lease liabilities - current portion, finance lease | 471 | 471 | 571 | ||
Operating lease liabilities - non-current portion | 12,315 | 12,315 | 11,222 | ||
Lease liabilities - non-current portion, finance lease | 5,771 | 5,771 | 5,587 | ||
Lease expense | $ 282 | 263 | $ 565 | 526 | |
Weighted average discount rate | |||||
Operating leases | 7.60% | 7.60% | |||
Financing leases | 6.10% | 6.10% | |||
Office leases | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating leases, Right-of-use assets | $ 747 | $ 747 | 971 | ||
Operating lease liabilities - current portion | 528 | 528 | 508 | ||
Operating lease liabilities - non-current portion | 331 | 331 | 602 | ||
Lease expense | $ 121 | $ 121 | $ 242 | $ 242 | |
Weighted average discount rate | |||||
Operating leases | 2.30% | 2.30% | |||
Vehicles | |||||
Lessee, Lease, Description [Line Items] | |||||
Finance leases | $ 2,288 | $ 2,288 | 2,580 | ||
Lease liabilities - current portion, finance lease | 771 | 771 | 827 | ||
Lease liabilities - non-current portion, finance lease | $ 1,505 | $ 1,505 | $ 1,801 | ||
Weighted average discount rate | |||||
Financing leases | 7.60% | 7.60% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
Operating leases | 7.05% | |
Financing leases | 6.60% | |
Six months ending December 31, 2024 | $ 1,839 | |
2025 | 3,650 | |
2026 | 2,980 | |
2027 | 2,551 | |
2028 | 2,104 | |
Thereafter | 23,258 | |
Future minimum lease payments | 36,382 | |
Total lease liabilities | 21,897 | $ 21,248 |
Operating lease liabilities - current portion | 733 | 638 |
Lease liabilities - current portion | 1,975 | 2,036 |
Operating lease liabilities - non-current portion | 12,646 | 11,824 |
Lease liabilities - non-current portion | 19,922 | 19,212 |
Discount based on incremental borrowing rate | $ 14,485 | |
Site leases | ||
Lessee, Lease, Description [Line Items] | ||
Operating leases | 7.60% | |
Financing leases | 6.10% | |
Six months ending December 31, 2024, operating lease | $ 536 | |
Six months ending December 31, 2024, finance lease | 481 | |
2025, operating lease | 1,129 | |
2025, finance lease | 963 | |
2026, operating lease | 1,129 | |
2026, finance lease | 963 | |
2027, operating lease | 1,129 | |
2027, finance lease | 963 | |
2028, operating lease | 1,129 | |
2028, finance lease | 963 | |
Thereafter, operating lease | 19,971 | |
Thereafter, finance lease | 3,287 | |
Future minimum lease payments, operating lease | 25,023 | |
Future minimum lease payments, finance lease | 7,620 | |
Lease liabilities, operating lease | 12,520 | |
Lease liabilities, finance lease | 6,242 | |
Operating lease liabilities - current portion | 205 | 130 |
Lease liabilities - current portion, finance lease | 471 | 571 |
Operating lease liabilities - non-current portion | 12,315 | 11,222 |
Lease liabilities - non-current portion, finance lease | 5,771 | 5,587 |
Discount based on incremental borrowing rate, operating lease | 12,503 | |
Discount based on incremental borrowing rate, finance lease | $ 1,378 | |
Office leases | ||
Lessee, Lease, Description [Line Items] | ||
Operating leases | 2.30% | |
Six months ending December 31, 2024, operating lease | $ 271 | |
2025, operating lease | 562 | |
2026, operating lease | 47 | |
2027, operating lease | 0 | |
2028, operating lease | 0 | |
Thereafter, operating lease | 0 | |
Future minimum lease payments, operating lease | 880 | |
Lease liabilities, operating lease | 859 | |
Operating lease liabilities - current portion | 528 | 508 |
Operating lease liabilities - non-current portion | 331 | 602 |
Discount based on incremental borrowing rate, operating lease | $ 21 | |
Vehicles | ||
Lessee, Lease, Description [Line Items] | ||
Financing leases | 7.60% | |
Six months ending December 31, 2024, finance lease | $ 551 | |
2025, finance lease | 996 | |
2026, finance lease | 841 | |
2027, finance lease | 459 | |
2028, finance lease | 12 | |
Thereafter, finance lease | 0 | |
Future minimum lease payments, finance lease | 2,859 | |
Lease liabilities, finance lease | 2,276 | |
Lease liabilities - current portion, finance lease | 771 | 827 |
Lease liabilities - non-current portion, finance lease | 1,505 | $ 1,801 |
Discount based on incremental borrowing rate, finance lease | $ 583 |
Derivative Financial Instrume_3
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Net periodic settlements | $ 0 | $ 812 | $ 0 | $ 812 |
Change in fair value of derivative instruments, net | 0 | 832 | 0 | 766 |
Derivatives designated as economic hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Commodity swaps - realized (loss) gain | 231 | 509 | 409 | 880 |
Commodity swaps - unrealized gain (loss) | (228) | (160) | (324) | 762 |
Interest rate swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Interest rate swaps | 0 | 0 | 0 | 0 |
Swaption | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Interest rate swaps | 0 | 20 | 0 | (46) |
Commodity swap contracts | Derivatives designated as economic hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Change in fair value of derivative instruments, net | $ 3 | $ 349 | $ 85 | $ 1,642 |
Derivative Financial Instrume_4
Derivative Financial Instruments and Fair Value Measurements - Narrative (Details) $ in Thousands | 1 Months Ended | ||||
Nov. 30, 2023 kWh uSD_per_Kilowatt_Hour | Nov. 30, 2022 uSD_per_Megawatt-Hour | Oct. 31, 2022 commodity_swap uSD_per_Megawatt-Hour | Jun. 30, 2024 USD ($) $ / shares yr | Dec. 31, 2023 USD ($) | |
Derivative [Line Items] | |||||
Long-term debt, excluding current portion | $ | $ 217,535 | $ 196,542 | |||
Sponsor Earnout Awards | |||||
Derivative [Line Items] | |||||
Warrants expiration period | 4 years | ||||
Share price | Sponsor Earnout Awards | |||||
Derivative [Line Items] | |||||
Warrants, measurement input | $ / shares | 4.09 | ||||
Expected volatility | Sponsor Earnout Awards | |||||
Derivative [Line Items] | |||||
Warrants, measurement input | 0.50 | ||||
Risk free interest rate | Sponsor Earnout Awards | |||||
Derivative [Line Items] | |||||
Warrants, measurement input | 0.0450 | ||||
Expected term | Sponsor Earnout Awards | |||||
Derivative [Line Items] | |||||
Warrants, measurement input | yr | 4.1 | ||||
Dividend yield | Sponsor Earnout Awards | |||||
Derivative [Line Items] | |||||
Warrants, measurement input | 0 | ||||
Level 2 | |||||
Derivative [Line Items] | |||||
Long-term debt, excluding current portion | $ | $ 217,535 | $ 196,542 | |||
Forward Contracts | |||||
Derivative [Line Items] | |||||
Derivative, term of contract | 2 years | ||||
Average contract price | uSD_per_Kilowatt_Hour | 0.0599 | ||||
Minimum | Level 3 | Discount rate | |||||
Derivative [Line Items] | |||||
Asset retirement obligation, measurement input | 0.0575 | ||||
Minimum | Forward Contracts | |||||
Derivative [Line Items] | |||||
Notional quantity per year | kWh | 1,875 | ||||
Maximum | Level 3 | Discount rate | |||||
Derivative [Line Items] | |||||
Asset retirement obligation, measurement input | 0.085 | ||||
Maximum | Forward Contracts | |||||
Derivative [Line Items] | |||||
Notional quantity per year | kWh | 2,145 | ||||
NextEra | Commodity swap contracts | |||||
Derivative [Line Items] | |||||
Number of additional instruments held (in commodity swap) | commodity_swap | 2 | ||||
Derivative, term of contract | 2 years | ||||
Average contract price | 81.50 | ||||
NextEra | Commodity swap contracts | Minimum | |||||
Derivative [Line Items] | |||||
Derivative, term of contract | 1 year | ||||
Average contract price | 65.50 | ||||
NextEra | Commodity swap contracts | Maximum | |||||
Derivative [Line Items] | |||||
Derivative, term of contract | 2 years | ||||
Average contract price | 68.50 |
Derivative Financial Instrume_5
Derivative Financial Instruments and Fair Value Measurements - Summary of Commodity Swaps (Details) | 24 Months Ended | ||
Dec. 31, 2024 MWh | Nov. 17, 2022 uSD_per_Megawatt-Hour | Oct. 17, 2022 uSD_per_Megawatt-Hour | |
Commodity Contract, Contract One | |||
Derivative [Line Items] | |||
Average Contract Price (per MWh) | uSD_per_Megawatt-Hour | 68.50 | ||
Commodity Contract, Contract One | Forecast | |||
Derivative [Line Items] | |||
Notional Quantity per Year (“MWh”) | MWh | 70,176 | ||
Commodity Contract, Contract Two | |||
Derivative [Line Items] | |||
Average Contract Price (per MWh) | uSD_per_Megawatt-Hour | 81.50 | ||
Commodity Contract, Contract Two | Forecast | |||
Derivative [Line Items] | |||
Notional Quantity per Year (“MWh”) | MWh | 35,088 |
Derivative Financial Instrume_6
Derivative Financial Instruments and Fair Value Measurements - Derivatives Fair Values on Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Derivatives, Fair Value [Line Items] | ||
Derivative financial assets - current portion | $ 309 | $ 633 |
Commodity swap contracts | Derivatives designated as economic hedges | ||
Derivatives, Fair Value [Line Items] | ||
Derivative financial assets - current portion | $ 309 | $ 633 |
Derivative Financial Instrume_7
Derivative Financial Instruments and Fair Value Measurements - Other Derivative Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | $ 0 | $ 832 | $ 0 | $ 766 |
Other Derivatives | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | 776 | 328 | 1,179 | 4,327 |
Put option to Meteora | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | 0 | 0 | 0 | (311) |
Sponsor Earnout Awards | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | 776 | (172) | 1,179 | 138 |
OPAL Earnout Awards | ||||
Derivative [Line Items] | ||||
Change in fair value of derivative instruments, net | $ 0 | $ 500 | $ 0 | $ 4,500 |
Derivative Financial Instrume_8
Derivative Financial Instruments and Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||||
Asset retirement obligation | $ 7,594 | $ 6,728 | ||
Assets: | ||||
Cash, cash equivalents and restricted cash | 22,449 | 47,242 | $ 27,126 | $ 77,221 |
Fair Value, Recurring | ||||
Liabilities: | ||||
Asset retirement obligation | 7,594 | 6,728 | ||
Earnout liabilities | 721 | 1,900 | ||
Assets: | ||||
Cash, cash equivalents and restricted cash | 22,449 | 47,242 | ||
Short term investments | 8,585 | 9,875 | ||
Fair Value, Recurring | Money Market Funds | ||||
Assets: | ||||
Cash, cash equivalents and restricted cash | 6,356 | 31,965 | ||
Fair Value, Recurring | Commodity swap contracts | ||||
Assets: | ||||
Derivative assets | 309 | 633 | ||
Fair Value, Recurring | Level 1 | ||||
Liabilities: | ||||
Asset retirement obligation | 0 | 0 | ||
Earnout liabilities | 0 | 0 | ||
Assets: | ||||
Cash, cash equivalents and restricted cash | 22,449 | 47,242 | ||
Short term investments | 8,585 | 9,875 | ||
Fair Value, Recurring | Level 1 | Commodity swap contracts | ||||
Assets: | ||||
Derivative assets | 0 | 0 | ||
Fair Value, Recurring | Level 2 | ||||
Liabilities: | ||||
Asset retirement obligation | 0 | 0 | ||
Earnout liabilities | 0 | 0 | ||
Assets: | ||||
Cash, cash equivalents and restricted cash | 0 | |||
Short term investments | 0 | 0 | ||
Fair Value, Recurring | Level 2 | Commodity swap contracts | ||||
Assets: | ||||
Derivative assets | 309 | 633 | ||
Fair Value, Recurring | Level 3 | ||||
Liabilities: | ||||
Asset retirement obligation | 7,594 | 6,728 | ||
Earnout liabilities | 721 | 1,900 | ||
Assets: | ||||
Cash, cash equivalents and restricted cash | 0 | |||
Short term investments | 0 | 0 | ||
Fair Value, Recurring | Level 3 | Commodity swap contracts | ||||
Assets: | ||||
Derivative assets | $ 0 | $ 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 | |||||||
Oct. 10, 2023 USD ($) | Nov. 29, 2021 USD ($) subsidiary shares | Dec. 31, 2020 USD ($) | Aug. 31, 2021 USD ($) shares | Jun. 30, 2021 | Jun. 30, 2024 USD ($) commodity_swap | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) commodity_swap | Jun. 30, 2023 USD ($) | Mar. 31, 2021 | Dec. 31, 2023 USD ($) commodity_swap shares | Dec. 31, 2022 USD ($) shares | |
Related Party Transaction [Line Items] | ||||||||||||
Preferred dividend | $ 2,013 | $ 4,027 | ||||||||||
Paid in kind dividends | $ 2,174 | $ 4,282 | ||||||||||
Stock subscribed (in shares) | shares | 1,000,000 | |||||||||||
Amount sold | $ 100,000 | $ 100,000 | ||||||||||
Stock issued (in shares) | shares | 1,000,000 | 1,000,000 | ||||||||||
Total revenues | 70,950 | 55,042 | 135,902 | 97,999 | ||||||||
Loss from equity method investments | (3,800) | 998 | (8,006) | 293 | ||||||||
Selling, general, and administrative | $ 13,699 | 12,823 | $ 26,860 | 26,391 | ||||||||
Commodity swap contracts | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of derivative instruments held | commodity_swap | 2 | 2 | 2 | |||||||||
Renewable Power | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Total revenues | $ 12,248 | 14,455 | $ 22,331 | 29,835 | ||||||||
RNG Fuel | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Total revenues | 19,445 | 10,631 | 37,172 | 17,380 | ||||||||
Fuel Station Services | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Total revenues | 39,257 | 29,956 | 76,399 | 50,784 | ||||||||
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 | 8,169 | 8,169 | $ 7,024 | |||||||||
Related Party | Renewable Power | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Total revenues | 1,804 | 1,747 | 3,330 | 3,274 | ||||||||
Related Party | RNG Fuel | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Total revenues | 15,881 | 9,412 | 31,376 | 14,127 | ||||||||
Related Party | Fuel Station Services | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Total revenues | 9,528 | 2,440 | 17,269 | 3,933 | ||||||||
Related Party | Hillman | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Common units, shares issued (in shares) | shares | 14 | |||||||||||
Other receivables | $ 30,000 | |||||||||||
Paid in kind dividends | 675 | 1,330 | ||||||||||
Related Party | NextEra | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Accounts payable | 501 | 501 | $ 501 | |||||||||
Related Party | Reynolds | GREP | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cash consideration | $ 1,570 | |||||||||||
Related Party | Pine Bend, Sunoma And Noble Road | Environmental Processing Fees | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Total revenues | 2,100 | 555 | 4,439 | 1,141 | ||||||||
Term of related party contract (in years) | 10 years | |||||||||||
Related Party | Fortistar | Interim Services Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Monthly fee, maximum | $ 50 | |||||||||||
Selling, general, and administrative | 150 | 300 | ||||||||||
Related Party | Costar | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Selling, general, and administrative | $ 1,506 | 1,307 | $ 2,843 | 2,773 | ||||||||
Related Party | Costar | Management Services Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Term of related party contract (in years) | 36 months | |||||||||||
Parent Company | Fortistar | Administrative Services Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Written notice of termination period (in days) | 180 days | |||||||||||
Service fees per year | $ 580 | |||||||||||
GREP | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Percentage of ownership | 20% | 20% | 20% | |||||||||
Loss from equity method investments | $ 220 | $ 566 | $ 291 | $ 436 | ||||||||
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 | |||||||||||
Series A-1 preferred units | Related Party | Hillman | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Preferred units, shares issued (in shares) | shares | 300,000 | |||||||||||
Preferred dividend | $ 605 | $ 1,209 | ||||||||||
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 and Various Balances for Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Selling, general, and administrative | $ 13,699 | $ 12,823 | $ 26,860 | $ 26,391 | |
Related Party | |||||
Assets | |||||
Accounts receivable, related party | 14,738 | 14,738 | $ 18,696 | ||
Liabilities [Abstract] | |||||
Accounts payable, related party | 8,169 | 8,169 | 7,024 | ||
Related Party | Costar | |||||
Related Party Transaction [Line Items] | |||||
Selling, general, and administrative | 1,506 | 1,307 | 2,843 | 2,773 | |
Related Party | Costar | Staffing and management services | |||||
Related Party Transaction [Line Items] | |||||
Selling, general, and administrative | 534 | 412 | 996 | 987 | |
Related Party | Costar | Rent - fixed compensation | |||||
Related Party Transaction [Line Items] | |||||
Selling, general, and administrative | 172 | 164 | 343 | 329 | |
Related Party | Costar | IT services | |||||
Related Party Transaction [Line Items] | |||||
Selling, general, and administrative | 800 | $ 731 | 1,504 | $ 1,457 | |
Liabilities [Abstract] | |||||
Accounts payable, related party | 258 | 258 | 209 | ||
Related Party | Equity Method Investment Entities | |||||
Liabilities [Abstract] | |||||
Accounts payable, related party | 6,633 | 6,633 | 5,692 | ||
Related Party | NextEra | |||||
Liabilities [Abstract] | |||||
Accounts payable, related party | 501 | 501 | 501 | ||
Related Party | Fortistar | Staffing and management services | |||||
Liabilities [Abstract] | |||||
Accounts payable, related party | $ 777 | $ 777 | $ 622 |
Reportable Segments and Geogr_3
Reportable Segments and Geographic Information - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) segment | Jun. 30, 2023 USD ($) | |
Segment Reporting [Abstract] | ||||
Number of operating segments | segment | 4 | |||
Number of reportable segments | segment | 4 | |||
Reclassification [Line Items] | ||||
Total revenues | $ 70,950 | $ 55,042 | $ 135,902 | $ 97,999 |
RNG Fuel | ||||
Reclassification [Line Items] | ||||
Total revenues | 19,445 | 10,631 | 37,172 | 17,380 |
RNG Fuel | Revision of Prior Period, Reclassification, Adjustment | ||||
Reclassification [Line Items] | ||||
Total revenues | (5,800) | (11,245) | ||
Renewable Power | ||||
Reclassification [Line Items] | ||||
Total revenues | $ 12,248 | 14,455 | $ 22,331 | 29,835 |
Renewable Power | Revision of Prior Period, Reclassification, Adjustment | ||||
Reclassification [Line Items] | ||||
Total revenues | $ 5,800 | $ 11,245 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues: | ||||
Total revenues | $ 70,950 | $ 55,042 | $ 135,902 | $ 97,999 |
Equity Method Investment(s) | ||||
Revenues: | ||||
Total revenues | 25,567 | 6,925 | 50,974 | 14,464 |
Other | ||||
Revenues: | ||||
Total revenues | 274 | 0 | 616 | 17 |
Intersegment eliminations | ||||
Revenues: | ||||
Total revenues | (6,290) | (4,199) | (10,798) | (7,946) |
Renewable Power | ||||
Revenues: | ||||
Total revenues | 12,248 | 14,455 | 22,331 | 29,835 |
Renewable Power | Operating Segments | ||||
Revenues: | ||||
Total revenues | 12,248 | 14,455 | 22,331 | 29,818 |
RNG Fuel | ||||
Revenues: | ||||
Total revenues | 19,445 | 10,631 | 37,172 | 17,380 |
RNG Fuel | Operating Segments | ||||
Revenues: | ||||
Total revenues | 44,738 | 17,556 | 87,530 | 31,844 |
Fuel Station Services | ||||
Revenues: | ||||
Total revenues | 39,257 | 29,956 | 76,399 | 50,784 |
Fuel Station Services | Operating Segments | ||||
Revenues: | ||||
Total revenues | $ 45,547 | $ 34,155 | $ 87,197 | $ 58,730 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, net: | $ (4,989) | $ (956) | $ (8,950) | $ (1,597) |
Equity Method Investment(s) | ||||
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, net: | (148) | 155 | (32) | 221 |
Renewable Power | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, net: | 25 | 6 | 85 | (258) |
RNG Fuel | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, net: | (5,011) | (939) | (9,302) | (1,594) |
Fuel Station Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, net: | (47) | 83 | (24) | 93 |
Corporate | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Interest and Financing Expense, net: | $ 192 | $ (261) | $ 323 | $ (59) |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | $ 4,269 | $ 3,628 | $ 7,980 | $ 7,195 |
Equity Method Investment(s) | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | (970) | (972) | (1,924) | (1,687) |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | 0 | 11 | 0 | 27 |
Renewable Power | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | 1,013 | 1,449 | 2,013 | 2,901 |
RNG Fuel | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | 2,936 | 2,292 | 5,282 | 4,316 |
Fuel Station Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Amortization, and Accretion: | $ 1,290 | $ 848 | $ 2,609 | $ 1,638 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income | $ 1,908 | $ 114,050 | $ 2,585 | $ 106,704 |
Equity Method Investment(s) | 3,800 | (998) | 8,006 | (293) |
Renewable Power | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income | 2,288 | 5,059 | 2,215 | 9,601 |
RNG Fuel | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income | 1,826 | 1,491 | 4,751 | (2,777) |
Fuel Station Services | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income | 7,069 | 1,858 | 12,791 | 1,899 |
Corporate | Operating Segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income | $ (13,075) | $ 106,640 | $ (25,178) | $ 98,274 |
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, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||
Cash paid for Purchases of Property, Plant, and Equipment: | $ 49,742 | $ 72,009 |
Operating Segments | Fuel Station Services | ||
Segment Reporting Information [Line Items] | ||
Cash paid for Purchases of Property, Plant, and Equipment: | 11,504 | 12,356 |
Operating Segments | RNG Fuel | ||
Segment Reporting Information [Line Items] | ||
Cash paid for Purchases of Property, Plant, and Equipment: | $ 38,238 | $ 59,653 |
Reportable Segments and Geogr_9
Reportable Segments and Geographic Information - Total Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | $ 782,312 | $ 754,609 |
Equity Method Investment(s) | 212,579 | 207,099 |
Operating Segments | Renewable Power | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | 34,774 | 37,479 |
Operating Segments | RNG Fuel | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | 355,155 | 342,176 |
Operating Segments | Fuel Station Services | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | 155,256 | 152,625 |
Operating Segments | Corporate | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total Assets: | $ 24,548 | $ 15,230 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) - variable_interest_entity | Jun. 30, 2024 | Dec. 31, 2023 |
Variable Interest Entity [Line Items] | ||
Number of variable interest entities | 7 | 7 |
Number of variable interest entities consolidated | 2 | 2 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||||||
Cash and cash equivalents | $ 19,016 | $ 38,348 | ||||
Accounts receivable, net | 24,220 | 27,623 | ||||
Restricted cash - current | 940 | 4,395 | ||||
Environmental credits held for sale | 1,795 | 172 | ||||
Prepaid expenses and other current assets | 6,322 | 6,005 | ||||
Total current assets | 104,720 | 128,073 | ||||
Property, plant and equipment, net | 385,455 | 339,493 | ||||
Restricted cash, non-current | 2,493 | 4,499 | ||||
Total assets | 782,312 | 754,609 | ||||
Current liabilities: | ||||||
Accrued expenses | 13,634 | 14,245 | ||||
Accrued payroll | 7,373 | 9,023 | ||||
Other current liabilities | 1,692 | 92 | ||||
Sunoma Loan- current portion | 1,689 | 1,608 | ||||
Total current liabilities | 81,086 | 74,343 | ||||
Sunoma loan, net of debt issuance costs | 19,193 | 20,010 | ||||
Other long-term liabilities | 10,126 | 7,599 | ||||
Total liabilities | 327,756 | 297,124 | ||||
Equity | ||||||
Stockholders' equity | (273,030) | (478,807) | ||||
Non-redeemable non-controlling interests | 517 | 955 | ||||
Total Stockholders' deficit | (272,513) | $ (381,663) | (477,852) | $ (760,602) | $ (791,386) | $ (774,156) |
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit | 782,312 | 754,609 | ||||
Related Party | ||||||
Current liabilities: | ||||||
Accounts payable | 8,169 | 7,024 | ||||
Primary Beneficiary | ||||||
Current assets: | ||||||
Cash and cash equivalents | 533 | 166 | ||||
Accounts receivable, net | 388 | 33 | ||||
Restricted cash - current | 940 | 4,395 | ||||
Environmental credits held for sale | 29 | 29 | ||||
Prepaid expenses and other current assets | 68 | 107 | ||||
Total current assets | 1,958 | 4,730 | ||||
Property, plant and equipment, net | 25,884 | 26,626 | ||||
Restricted cash, non-current | 2,063 | 1,850 | ||||
Total assets | 29,905 | 33,206 | ||||
Current liabilities: | ||||||
Accounts payable | 50 | 744 | ||||
Accrued expenses | 812 | 647 | ||||
Accrued payroll | 38 | 0 | ||||
Other current liabilities | 97 | 92 | ||||
Sunoma Loan- current portion | 1,689 | 1,608 | ||||
Total current liabilities | 3,355 | 4,137 | ||||
Sunoma loan, net of debt issuance costs | 19,193 | 20,010 | ||||
Other long-term liabilities | 2,683 | 211 | ||||
Total liabilities | 25,231 | 24,358 | ||||
Equity | ||||||
Stockholders' equity | 4,157 | 7,893 | ||||
Non-redeemable non-controlling interests | 517 | 955 | ||||
Total Stockholders' deficit | 4,674 | 8,848 | ||||
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit | 29,905 | 33,206 | ||||
Primary Beneficiary | Related Party | ||||||
Current liabilities: | ||||||
Accounts payable | $ 669 | $ 1,046 |
Redeemable non-controlling in_3
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 23 Months Ended | ||||||
Mar. 12, 2024 vote_per_share vote shares | Nov. 17, 2023 USD ($) | Jul. 21, 2022 shares | Nov. 29, 2021 project shares | Mar. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) dividend_payment $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Jun. 30, 2024 USD ($) $ / shares shares | |
Preferred Units [Line Items] | ||||||||||
Common stock, number of votes per share | vote_per_share | 5 | |||||||||
Stock issued (in shares) | 1,000,000 | 1,000,000 | ||||||||
Proceeds from issuance of common stock | $ | $ 170 | $ 0 | ||||||||
Conversion of stock (in shares) | 300,000 | |||||||||
Number of noncontrolling interests in renewable natural gas project subsidiaries | project | 4 | |||||||||
Stock subscribed (in shares) | 1,000,000 | |||||||||
Amount sold | $ | $ 100,000 | $ 100,000 | ||||||||
Preferred stock dividend rate | 8% | |||||||||
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 | ||||||||
Preferred stock redemption price (in dollars per share) | $ / shares | $ 100 | 100 | ||||||||
Preferred stock redemption period after which redeemable | 4 years | |||||||||
Preferred stock redemption period after fourth anniversary | 30 days | |||||||||
Preferred stock dividend rate if failed to redeem | 12% | |||||||||
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 | ||||||||
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 | $ 4.13 | $ 4.13 | ||||||||
Fortistar | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common stock, number of votes | vote | 1 | |||||||||
B. Riley Securities, Inc., Cantor Fitzgerald & Co. And Stifel, Nicolaus & Company, Incorporated ("Agent") | Scenario, Plan | ||||||||||
Preferred Units [Line Items] | ||||||||||
Sale of stock, consideration received Per transaction | $ | $ 75,000 | |||||||||
Class A common stock | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common stock, shares issued (in shares) | 30,058,569 | 29,701,146 | 30,058,569 | |||||||
Common stock, shares outstanding (in shares) | 28,422,786 | 28,065,363 | 28,422,786 | |||||||
Class A common stock | B. Riley Securities, Inc., Cantor Fitzgerald & Co. And Stifel, Nicolaus & Company, Incorporated ("Agent") | ||||||||||
Preferred Units [Line Items] | ||||||||||
Sale of stock, percentage of gross proceeds on sale | 3% | |||||||||
Stock issued (in shares) | 36,353 | |||||||||
Proceeds from issuance of common stock | $ | $ 170 | |||||||||
Class A common stock | B. Riley Securities, Inc., Cantor Fitzgerald & Co. And Stifel, Nicolaus & Company, Incorporated ("Agent") | Minimum | ||||||||||
Preferred Units [Line Items] | ||||||||||
Sales price (in dollars per share) | $ / shares | $ 4.34 | $ 4.34 | ||||||||
Class A common stock | B. Riley Securities, Inc., Cantor Fitzgerald & Co. And Stifel, Nicolaus & Company, Incorporated ("Agent") | Maximum | ||||||||||
Preferred Units [Line Items] | ||||||||||
Sales price (in dollars per share) | $ / shares | $ 5.68 | $ 5.68 | ||||||||
Class B common stock | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common stock, shares issued (in shares) | 71,500,000 | 0 | 71,500,000 | |||||||
Common stock, shares outstanding (in shares) | 71,500,000 | 0 | 71,500,000 | |||||||
Class B common stock | Fortistar | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | 71,500,000 | |||||||||
Class C common stock | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common stock, shares issued (in shares) | 0 | 0 | 0 | |||||||
Common stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||
Class D common stock | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common stock, shares issued (in shares) | 72,899,037 | 144,399,037 | 72,899,037 | |||||||
Common stock, shares outstanding (in shares) | 72,899,037 | 144,399,037 | 72,899,037 | |||||||
Class D common stock | Fortistar | ||||||||||
Preferred Units [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | 72,899,037 | |||||||||
Conversion of stock, shares converted (in shares) | 71,500,000 | |||||||||
Class B Ordinary Share | Opal Fuels | ||||||||||
Preferred Units [Line Items] | ||||||||||
Stock issued (in shares) | 144,399,037 | |||||||||
Redeemable non-controlling interests | ||||||||||
Preferred Units [Line Items] | ||||||||||
Change in redemption value of Redeemable non-controlling interests | $ | $ 7,720 | $ 597,069 |
Redeemable non-controlling in_4
Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Deficit - Changes in Redeemable Preferred Units (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | |
Redeemable Preferred non-controlling interests | |||||
Increase (Decrease) In Temporary Equity, Amount [Roll Forward] | |||||
Beginning balance | $ 130,000 | $ 132,617 | $ 140,905 | $ 138,142 | $ 132,617 |
Preferred dividends attributable to OPAL Fuels | 4,375 | ||||
Preferred dividends attributable to Class A common stockholders | 861 | ||||
Paid-in-kind preferred dividend | (2,618) | (5,235) | 2,849 | 2,763 | (7,853) |
Ending balance | $ 130,000 | $ 130,000 | $ 143,754 | $ 140,905 | $ 130,000 |
Series A-1 preferred units | |||||
Increase (Decrease) In Temporary Equity, Units [Roll Forward] | |||||
Beginning balance (in shares) | 300,000 | 300,000 | |||
Ending balance (in shares) | 300,000 | 300,000 | |||
Increase (Decrease) In Temporary Equity, Amount [Roll Forward] | |||||
Beginning balance | $ 30,604 | $ 30,604 | |||
Preferred dividends attributable to OPAL Fuels | 1,011 | ||||
Preferred dividends attributable to Class A common stockholders | 198 | ||||
Paid-in-kind preferred dividend | (1,813) | ||||
Ending balance | $ 30,000 | $ 30,000 | |||
Series A preferred units | |||||
Increase (Decrease) In Temporary Equity, Units [Roll Forward] | |||||
Beginning balance (in shares) | 1,000,000 | 1,000,000 | |||
Ending balance (in shares) | 1,000,000 | 1,000,000 | |||
Increase (Decrease) In Temporary Equity, Amount [Roll Forward] | |||||
Beginning balance | $ 102,013 | $ 102,013 | |||
Preferred dividends attributable to OPAL Fuels | 3,364 | ||||
Preferred dividends attributable to Class A common stockholders | 663 | ||||
Paid-in-kind preferred dividend | (6,040) | ||||
Ending balance | $ 100,000 | $ 100,000 |
Net Income (Loss) Per Share - N
Net Income (Loss) Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | 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 | 144,399,037 | 144,399,037 | 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) | 716,650 | 763,908 | 716,650 | 763,908 | |
OPAL Earnout Awards | |||||
Class of Warrant or Right [Line Items] | |||||
Antidilutive shares (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net (loss) income attributable to Class A common stockholders | $ (153) | $ 17,924 | $ (469) | $ 16,345 |
Weighted average number of shares of Class A common stock - basic (in shares) | 27,674,567 | 26,977,682 | 27,523,150 | 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 (in shares) | 0 | 270,957 | 0 | 377,212 |
Weighted average number of shares of Class A common stock - diluted (in shares) | 27,674,567 | 27,248,639 | 27,523,150 | 27,556,700 |
Net (loss) income per share of Class A common stock | ||||
Basic (in dollars per share) | $ (0.01) | $ 0.66 | $ (0.02) | $ 0.60 |
Diluted (in dollars per share) | $ (0.01) | $ 0.66 | $ (0.02) | $ 0.59 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Effective tax rate | 0% | 0% | 0% | 0% |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 21, 2022 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock issued (in shares) | 1,000,000 | 1,000,000 | |||
Options granted (in shares) | 360,298 | ||||
Weighted average exercise price (in dollars per share) | $ 3.40 | ||||
Closing share price (in dollars per share) | 4.96 | ||||
Exercise price (in dollars per share) | $ 5.02 | ||||
Fair value | $ 9,971,000 | ||||
Stock options vested and exercisable (in shares) | 62,327 | 0 | |||
Aggregate intrinsic value | $ 0 | $ 0 | |||
Certain Employees | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options granted (in shares) | 360,298 | ||||
Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Awards granted (in shares) | 1,300,557 | ||||
Restricted Stock Units (RSUs) | Certain Employees | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Awards granted (in shares) | 1,110,031 | ||||
Restricted Stock Units (RSUs) | Director | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Awards granted (in shares) | 190,526 | ||||
Vesting rights, percentage | 100% | ||||
Performance Shares | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Awards granted (in shares) | 456,308 | ||||
Vesting rights, percentage | 100% | 100% | |||
Performance Shares | Certain Employees | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Awards granted (in shares) | 456,308 | ||||
Stock Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expiration term (in years) | 10 years | 10 years | |||
Annual risk free interest rate | 3.96% | ||||
Volatility | 55% | ||||
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) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) installment $ / shares shares | Dec. 31, 2023 USD ($) installment $ / shares shares | |
Number of Units outstanding | |||
Number of units outstanding, beginning balance (in shares) | shares | 175,890 | 175,890 | |
Granted (in shares) | shares | 360,298 | ||
Number of units outstanding, ending balance (in shares) | shares | 536,188 | 175,890 | |
Stock options vested and exercisable (in shares) | shares | 62,327 | 0 | |
Weighted average fair value per restricted unit on grant date | |||
Beginning balance (in dollars per share) | $ 5.26 | $ 5.26 | |
Granted (in dollars per share) | 3.40 | ||
Ending balance (in dollars per share) | 4.01 | $ 5.26 | |
Stock options vested and exercisable (in dollars per share) | 5.26 | ||
Exercise price per Stock Option | |||
Exercise price per Stock Option, beginning balance (in dollars per share) | $ 6.97 | 6.97 | |
Granted, Exercise price per Stock Option (in dollars per share) | 5.02 | ||
Exercise price per Stock Option, ending balance (in dollars per share) | 5.66 | $ 6.97 | |
Stock options vested and exercisable (in dollars per share) | $ 6.97 | ||
Aggregate Fair Value | |||
Beginning balance | $ | $ 925 | $ 925 | |
Granted | $ | 1,225 | ||
Ending balance | $ | 2,150 | $ 925 | |
Stock options vested and exercisable | $ | $ 328 | ||
Total unvested awards outstanding (in shares) | shares | 3,039,421 | ||
Total unvested awards outstanding, weighted average grant date fair value (in dollars per share) | $ 5.30 | ||
Total unvested awards outstanding, aggregate fair value | $ | $ 16,109 | ||
Restricted Stock Units (RSUs) | |||
Number of Units outstanding | |||
Number of units outstanding, beginning balance (in shares) | shares | 949,936 | 949,936 | |
Granted (in shares) | shares | 1,300,557 | ||
Vested (in shares) | shares | (321,070) | ||
Withheld for settlement of taxes (in shares) | shares | (112,402) | ||
Forfeitures (in shares) | shares | (7,911) | ||
Number of units outstanding, ending balance (in shares) | shares | 1,809,110 | 949,936 | |
Weighted average fair value per restricted unit on grant date | |||
Beginning balance (in dollars per share) | $ 6.98 | $ 6.98 | |
Granted (in dollars per share) | 4.98 | ||
Vested (in dollars per share) | 6.99 | ||
Withheld for settlement of taxes (in dollars per share) | 6.97 | ||
Forfeitures (in dollars per share) | 5.69 | ||
Ending balance (in dollars per share) | $ 5.55 | $ 6.98 | |
Aggregate Fair Value | |||
Beginning balance | $ | $ 6,627 | $ 6,627 | |
Granted | $ | 6,479 | ||
Vested | $ | (2,244) | ||
Withheld for settlement of taxes | $ | (783) | ||
Forfeitures | $ | (45) | ||
Ending balance | $ | $ 10,034 | $ 6,627 | |
Restricted Stock Units (RSUs) | Minimum | |||
Aggregate Fair Value | |||
Vesting period (in years) | 1 year | 1 year | |
Restricted Stock Units (RSUs) | Maximum | |||
Aggregate Fair Value | |||
Vesting period (in years) | 3 years | 3 years | |
Stock Options | |||
Aggregate Fair Value | |||
Number of installments | installment | 3 | 3 | |
Vesting period (in years) | 3 years | 3 years | |
Expiration term (in years) | 10 years | 10 years | |
Performance Stock Units | |||
Number of Units outstanding | |||
Number of units outstanding, beginning balance (in shares) | shares | 239,680 | 239,680 | |
Granted (in shares) | shares | 456,308 | ||
Forfeitures (in shares) | shares | (1,865) | ||
Number of units outstanding, ending balance (in shares) | shares | 694,123 | 239,680 | |
Weighted average fair value per restricted unit on grant date | |||
Beginning balance (in dollars per share) | $ 6.97 | $ 6.97 | |
Granted (in dollars per share) | 4.97 | ||
Forfeitures (in dollars per share) | 6.97 | ||
Ending balance (in dollars per share) | $ 5.65 | $ 6.97 | |
Aggregate Fair Value | |||
Beginning balance | $ | $ 1,671 | $ 1,671 | |
Granted | $ | 2,267 | ||
Forfeitures | $ | (13) | ||
Ending balance | $ | $ 3,925 | $ 1,671 | |
Aggregate Fair Value | |||
Vesting rights, percentage | 100% | 100% |
Stock-based compensation - Stoc
Stock-based compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,842 | $ 1,877 | $ 2,855 | $ 2,848 |
2022 Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,682 | 1,717 | 2,535 | 2,528 |
Parent equity awards | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 160 | $ 160 | $ 320 | $ 320 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jul. 31, 2015 | Jun. 30, 2024 USD ($) contract standby_letters_of_credit | Dec. 31, 2023 USD ($) standby_letters_of_credit | |
Line of Credit Facility [Line Items] | |||
Number of standby letters of credit held | standby_letters_of_credit | 5 | 9 | |
V E C Partners Inc Dba C E I Builders C E I | M D Digester L L C | |||
Line of Credit Facility [Line Items] | |||
Estimated loss per contract | $ 14,000 | ||
Estimated loss from claim | $ 28,000 | ||
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 | $ 14,727 | $ 14,783 | |
Draws on standby letters of credit | $ 0 |