Source: businesswire | Published on: Friday, 08 November 2024
WHITE PLAINS, N.Y.--(BUSINESS WIRE)--OPAL Fuels Inc. (“OPAL Fuels” or the “Company”) (Nasdaq: OPAL), a vertically integrated leader in the capture and conversion of biogas into low carbon intensity renewable natural gas (RNG) and renewable power, today announced results for the three and nine months ended September 30, 2024.
“Our third quarter results were strong and provide momentum for this year and next,” said Adam Comora, Co-CEO. “We’re executing on our strategic objectives - bringing RNG projects online, putting additional projects into construction, and growing and leveraging our vertically integrated downstream business. Over the course of this year, we have successfully brought online three landfill RNG facilities, begun construction on three new landfill RNG projects, and grown our downstream business significantly,” continued Comora.
“We remain in a strong position to meet our current 2024 guidance. We now have 11 RNG facilities in operation, with our share of annual design capacity of 8.8 million MMBtu – more than doubling organically over the past two years. We also have six projects in construction with an additional 2.6 million MMBtu of our share of annual design capacity. The strength of our vertically integrated business model and the use of RNG as a transportation fuel continues to yield results across the business segments. Market fundamentals and industry tailwinds remain strong for the capture of biogas and its productive use,” said Jonathan Maurer, Co-CEO.
Financial Highlights
Operational Highlights
Guidance
We are maintaining our current guidance.
Construction Update
____________________ |
1 Net income for the three and nine months ended September 30, 2023 included a $122.9 million non-cash gain on deconsolidation of variable interest entities ("VIEs"). |
2 This is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to a comparable GAAP financial measure has been provided in the financial tables included in this press release. An explanation of this measure and how it is calculated is also included below under the heading “Non-GAAP Financial Measures.” |
Results of Operations
(in thousands of dollars, except RNG Fuel data) |
| Three Months Ended | ||||||
| (Unaudited) |
|
| |||||
Assets |
|
|
| |||||
Current assets: |
|
|
| |||||
Cash and cash equivalents (includes $395 and $166 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) | $ | 20,332 |
|
| $ | 38,348 |
| |
Accounts receivable, net (includes $361 and $33 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 39,609 |
|
|
| 27,623 |
| |
Accounts receivable, related party |
| 15,133 |
|
|
| 18,696 |
| |
Restricted cash - current (includes $953 and $4,395 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 953 |
|
|
| 4,395 |
| |
Short term investments |
| 10,666 |
|
|
| 9,875 |
| |
Fuel tax credits receivable |
| 5,965 |
|
|
| 5,345 |
| |
Contract assets |
| 9,648 |
|
|
| 6,790 |
| |
Parts inventory (includes $29 and $29 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 10,491 |
|
|
| 10,191 |
| |
Convertible note receivable |
| 761 |
|
|
| — |
| |
Environmental credits held for sale |
| 4,096 |
|
|
| 172 |
| |
Prepaid expense and other current assets (includes $21 and $107 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 4,666 |
|
|
| 6,005 |
| |
Derivative financial assets - current portion |
| 289 |
|
|
| 633 |
| |
Total current assets |
| 122,609 |
|
|
| 128,073 |
| |
Capital spares |
| 4,167 |
|
|
| 3,468 |
| |
Property, plant, and equipment, net (includes $25,514 and $26,626 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 410,247 |
|
|
| 339,493 |
| |
Operating lease right-of-use assets |
| 12,964 |
|
|
| 12,301 |
| |
Investment in other entities |
| 217,472 |
|
|
| 207,099 |
| |
Note receivable - variable fee component |
| 2,509 |
|
|
| 2,302 |
| |
Other long-term assets |
| 2,206 |
|
|
| 1,162 |
| |
Intangible assets, net |
| 1,397 |
|
|
| 1,604 |
| |
Restricted cash - non-current (includes $2,208 and $1,850 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 2,909 |
|
|
| 4,499 |
| |
Goodwill |
| 54,608 |
|
|
| 54,608 |
| |
Total assets | $ | 831,088 |
|
| $ | 754,609 |
| |
Liabilities and Equity |
|
|
| |||||
Current liabilities: |
|
|
| |||||
Accounts payable (includes $26 and $744 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 13,126 |
|
|
| 13,901 |
| |
Accounts payable, related party (includes $383 and $1,046 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 8,380 |
|
|
| 7,024 |
| |
Fuel tax credits payable |
| 4,525 |
|
|
| 4,558 |
| |
Accrued payroll (includes $39 and $— at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 7,970 |
|
|
| 9,023 |
| |
Accrued capital expenses |
| 24,721 |
|
|
| 15,128 |
| |
Accrued expenses and other current liabilities (includes $753 and $647 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 19,811 |
|
|
| 14,245 |
| |
Contract liabilities |
| 6,149 |
|
|
| 6,314 |
| |
OPAL Term Loan - current portion |
| 6,949 |
|
|
| — |
| |
Sunoma Loan - current portion (includes $1,722 and $1,608 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 1,722 |
|
|
| 1,608 |
| |
Operating lease liabilities - current portion |
| 763 |
|
|
| 638 |
| |
Other current liabilities (includes $99 and $92 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 1,693 |
|
|
| 92 |
| |
Asset retirement obligation, current portion |
| 1,980 |
|
|
| 1,812 |
| |
Total current liabilities |
| 97,789 |
|
|
| 74,343 |
| |
Asset retirement obligation - non-current portion |
| 5,581 |
|
|
| 4,916 |
| |
OPAL Term Loan - non-current portion |
| 215,772 |
|
|
| 176,532 |
| |
Sunoma Loan, net of debt issuance costs (includes $18,773 and $20,010 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 18,773 |
|
|
| 20,010 |
| |
Operating lease liabilities - non-current portion |
| 12,400 |
|
|
| 11,824 |
| |
Earn out liabilities |
| 443 |
|
|
| 1,900 |
| |
Derivative liabilities - non-current portion |
| 209 |
|
|
| — |
| |
Other long-term liabilities (includes $2,398 and $211 at September 30, 2024 and December 31, 2023, respectively, related to consolidated VIEs) |
| 10,243 |
|
|
| 7,599 |
| |
Total liabilities |
| 361,210 |
|
|
| 297,124 |
| |
Commitments and contingencies |
|
|
| |||||
Redeemable preferred non-controlling interests |
| 130,000 |
|
|
| 132,617 |
| |
Redeemable non-controlling interests |
| 519,373 |
|
|
| 802,720 |
| |
Stockholders' deficit |
|
|
| |||||
Class A common stock, $0.0001 par value, 340,000,000 shares authorized as of September 30, 2024; shares issued: 30,065,260 and 29,701,146 at September 30, 2024 and December 31, 2023, respectively; shares outstanding: 28,429,477 and 28,065,363 at September 30, 2024 and December 31, 2023, respectively |
| 3 |
|
|
| 3 |
| |
Class B common stock, $0.0001 par value, 160,000,000 shares authorized as of September 30, 2024; 71,500,000 and none issued and outstanding as of September 30, 2024 and December 31, 2023, respectively |
| 7 |
|
|
| — |
| |
Class C common stock, $0.0001 par value, 160,000,000 shares authorized as of September 30, 2024; none issued and outstanding as of September 30, 2024 and December 31, 2023 |
| — |
|
|
| — |
| |
Class D common stock, $0.0001 par value, 160,000,000 shares authorized as of September 30, 2024; 72,899,037 and 144,399,037 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively |
| 7 |
|
|
| 14 |
| |
Additional paid-in capital |
| — |
|
|
| — |
| |
Accumulated deficit |
| (168,458 | ) |
|
| (467,195 | ) | |
Accumulated other comprehensive loss |
| (25 | ) |
|
| (15 | ) | |
Class A common stock in treasury, at cost; 1,635,783 and 1,635,783 shares at September 30, 2024 and December 31, 2023, respectively |
| (11,614 | ) |
|
| (11,614 | ) | |
Total Stockholders' deficit attributable to the Company |
| (180,080 | ) |
|
| (478,807 | ) | |
Non-redeemable non-controlling interests |
| 585 |
|
|
| 955 |
| |
Total Stockholders' deficit |
| (179,495 | ) |
|
| (477,852 | ) | |
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' deficit | $ | 831,088 |
|
| $ | 754,609 |
|
OPAL FUELS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands of U.S. dollars, except share and per share data) (Unaudited) | ||||||||||||||||
|
| Three Months Ended |
| Nine Months Ended | ||||||||||||
|
|
| 2024 |
|
|
| 2023 |
|
|
| 2024 |
|
|
| 2023 |
|
Revenues: |
|
|
|
|
|
|
|
| ||||||||
RNG Fuel (includes revenues from related party of $22,798 and $18,782 for the three months ended September 30, 2024 and 2023, respectively; $54,174 and $32,909 for the nine months ended September 30, 2024 and 2023, respectively) |
| $ | 25,864 |
|
| $ | 20,088 |
|
| $ | 63,036 |
|
| $ | 37,468 |
|
Fuel Station Services (includes revenues from related party of $10,616 and $6,942 for the three months ended September 30, 2024 and 2023, respectively; $27,885 and $10,875 for the nine months ended September 30, 2024 and 2023, respectively) |
|
| 45,395 |
|
|
| 37,305 |
|
|
| 121,794 |
|
|
| 88,089 |
|
Renewable Power (includes revenues from related party of $1,799 and $1,732 for the three months ended September 30, 2024 and 2023, respectively; $5,129 and $5,006, for the nine months ended September 30, 2024 and 2023, respectively) |
|
| 12,788 |
|
|
| 13,708 |
|
|
| 35,119 |
|
|
| 43,543 |
|
Total revenues |
|
| 84,047 |
|
|
| 71,101 |
|
|
| 219,949 |
|
|
| 169,100 |
|
Operating expenses: |
|
|
|
|
|
|
|
| ||||||||
Cost of sales - RNG Fuel |
|
| 9,985 |
|
|
| 8,243 |
|
|
| 26,644 |
|
|
| 22,396 |
|
Cost of sales - Fuel Station Services |
|
| 33,609 |
|
|
| 31,887 |
|
|
| 94,882 |
|
|
| 79,655 |
|
Cost of sales - Renewable Power |
|
| 7,774 |
|
|
| 11,112 |
|
|
| 25,931 |
|
|
| 28,251 |
|
Project development and startup costs |
|
| 6,803 |
|
|
| 974 |
|
|
| 10,523 |
|
|
| 3,972 |
|
Selling, general, and administrative |
|
| 12,692 |
|
|
| 13,273 |
|
|
| 39,552 |
|
|
| 39,664 |
|
Depreciation, amortization, and accretion |
|
| 4,697 |
|
|
| 3,739 |
|
|
| 12,677 |
|
|
| 10,934 |
|
Income from equity method investments |
|
| (3,822 | ) |
|
| (1,726 | ) |
|
| (11,828 | ) |
|
| (1,433 | ) |
Total expenses |
|
| 71,738 |
|
|
| 67,502 |
|
|
| 198,381 |
|
|
| 183,439 |
|
Operating income (loss) |
|
| 12,309 |
|
|
| 3,599 |
|
|
| 21,568 |
|
|
| (14,339 | ) |
Other (expense) income: |
|
|
|
|
|
|
|
| ||||||||
Interest and financing expense, net |
|
| (5,026 | ) |
|
| (2,885 | ) |
|
| (13,976 | ) |
|
| (4,482 | ) |
Loss on debt extinguishment |
|
| — |
|
|
| (953 | ) |
|
| — |
|
|
| (2,848 | ) |
Change in fair value of derivative instruments, net |
|
| 278 |
|
|
| (138 | ) |
|
| 1,457 |
|
|
| 4,955 |
|
Other income |
|
| 640 |
|
|
| 604 |
|
|
| 1,737 |
|
|
| 123,645 |
|
Income before provision for income taxes |
|
| 8,201 |
|
|
| 227 |
|
|
| 10,786 |
|
|
| 106,931 |
|
Income tax benefit, net of selling expenses |
|
| (8,906 | ) |
|
| — |
|
|
| (8,906 | ) |
|
| — |
|
Net income |
|
| 17,107 |
|
|
| 227 |
|
|
| 19,692 |
|
|
| 106,931 |
|
Net income (loss) attributable to redeemable non-controlling interests |
|
| 11,998 |
|
|
| (2,104 | ) |
|
| 9,618 |
|
|
| 83,123 |
|
Net income (loss) attributable to non-redeemable non-controlling interests |
|
| 130 |
|
|
| (51 | ) |
|
| 328 |
|
|
| (531 | ) |
Dividends on redeemable preferred non-controlling interests (1) |
|
| 2,617 |
|
|
| 2,782 |
|
|
| 7,853 |
|
|
| 8,394 |
|
Net income (loss) attributable to Class A common stockholders |
| $ | 2,362 |
|
| $ | (400 | ) |
| $ | 1,893 |
|
| $ | 15,945 |
|
|
|
|
|
|
|
|
|
| ||||||||
Weighted average shares outstanding of Class A common stock: |
|
|
|
|
|
|
|
| ||||||||
Basic |
|
| 27,709,203 |
|
|
| 26,978,969 |
|
|
| 27,585,620 |
|
|
| 27,110,953 |
|
Diluted |
|
| 27,743,417 |
|
|
| 26,978,969 |
|
|
| 27,644,164 |
|
|
| 27,683,855 |
|
Per share amounts: |
|
|
|
|
|
|
|
| ||||||||
Basic |
| $ | 0.09 |
|
| $ | (0.01 | ) |
| $ | 0.07 |
|
| $ | 0.59 |
|
Diluted |
| $ | 0.09 |
|
| $ | (0.01 | ) |
| $ | 0.07 |
|
| $ | 0.58 |
|
OPAL FUELS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of U.S. dollars) (Unaudited) | ||||||||
|
| Nine Months Ended | ||||||
(in thousands) |
|
| 2024 |
|
|
| 2023 |
|
Cash flows from operating activities: |
|
|
|
| ||||
Net income |
| $ | 19,692 |
|
| $ | 106,931 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
| ||||
Income from equity method investments |
|
| (11,829 | ) |
|
| (1,433 | ) |
Distributions from equity method investments |
|
| 13,661 |
|
|
| — |
|
Provision for bad debts |
|
| — |
|
|
| 492 |
|
Amortization of operating right-of-use assets |
|
| 555 |
|
|
| 460 |
|
Depreciation and amortization |
|
| 12,343 |
|
|
| 10,627 |
|
Amortization of deferred financing costs |
|
| 1,310 |
|
|
| 1,447 |
|
Loss on debt extinguishment |
|
| — |
|
|
| 2,848 |
|
Loss on warrant exchange |
|
| — |
|
|
| 338 |
|
Gain on deconsolidation of VIEs |
|
| — |
|
|
| (122,873 | ) |
Accretion expense related to asset retirement obligation |
|
| 334 |
|
|
| 307 |
|
Stock-based compensation |
|
| 4,312 |
|
|
| 4,747 |
|
Paid-in-kind interest income |
|
| (207 | ) |
|
| (236 | ) |
Unrealized gain on derivative financial instruments |
|
| (963 | ) |
|
| (4,739 | ) |
Changes in operating assets and liabilities |
|
| (7,291 | ) |
|
| 5,911 |
|
Net cash provided by operating activities |
|
| 31,917 |
|
|
| 4,827 |
|
Cash flows from investing activities: |
|
|
|
| ||||
Purchase of property, plant, and equipment |
|
| (72,805 | ) |
|
| (92,250 | ) |
(Purchase) proceeds from sale of short term investments |
|
| (1,541 | ) |
|
| 46,948 |
|
Deconsolidation of VIEs, net of cash |
|
| — |
|
|
| (11,947 | ) |
Distributions received from equity method investment |
|
| 1,756 |
|
|
| 13,331 |
|
Cash paid for investment in other entities |
|
| (13,956 | ) |
|
| (1,000 | ) |
Net cash used in investing activities |
| $ | (86,546 | ) |
|
| (44,918 | ) |
Cash flows from financing activities: |
|
|
|
| ||||
Proceeds from OPAL Term Loan |
|
| 45,000 |
|
|
| 174,117 |
|
Cash paid for purchase of shares upon exercise of put option |
|
| — |
|
|
| (16,391 | ) |
Cash paid for taxes related to net share settlement of equity awards |
|
| (627 | ) |
|
| (20 | ) |
Financing costs paid to other third parties |
|
| (629 | ) |
|
| (11,062 | ) |
Repayment of debt facilities |
|
| (1,236 | ) |
|
| (159,023 | ) |
Payment of preferred dividends |
|
| (10,469 | ) |
|
| (16,536 | ) |
Proceeds from sale of non-redeemable non-controlling interest |
|
| — |
|
|
| 12,753 |
|
Distribution to non-redeemable non-controlling interest |
|
| (628 | ) |
|
| (222 | ) |
Other |
|
| 170 |
|
|
| 842 |
|
Net cash provided by (used in) financing activities |
|
| 31,581 |
|
|
| (15,542 | ) |
Net decrease in cash, restricted cash, and cash equivalents |
|
| (23,048 | ) |
|
| (55,633 | ) |
Cash, restricted cash, and cash equivalents, beginning of period |
|
| 47,242 |
|
|
| 77,221 |
|
Cash, restricted cash, and cash equivalents, end of period |
| $ | 24,194 |
|
| $ | 21,588 |
|
Non-GAAP Financial Measures (Unaudited)
This release includes various financial measures that are non-GAAP financial measures as defined under the rules of the Securities and Exchange Commission. We believe these measures provide important supplemental information to investors to use in evaluating ongoing operating results. We use these measures, together with accounting principles generally accepted in the United States (“GAAP” or “U.S. GAAP”), for internal managerial purposes and as a means to evaluate period-to-period comparisons. However, we do not, and you should not, rely on non-GAAP financial measures alone as measures of our performance. We believe that non-GAAP financial measures reflect an additional way of viewing aspects of our operations, that when taken together with GAAP results and the reconciliations to corresponding GAAP financial measures that we also provide, give a more complete understanding of factors and trends affecting our business. We strongly encourage you to review all of our financial statements and publicly filed reports in their entirety and to not solely rely on any single non-GAAP financial measure.
Non-GAAP financial measures are limited as an analytical tool and should not be considered in isolation from, or as a substitute for, the Company’s GAAP results. The Company expects to continue reporting non-GAAP financial measures, adjusting for the items described below (and/or other items that may arise in the future as the Company’s management deems appropriate), and the Company expects to continue to incur expenses, charges or gains like the non-GAAP adjustments described below. Accordingly, unless expressly stated otherwise, the exclusion of these and other similar items in the presentation of non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent, or non-recurring. These Non-GAAP financial measures are not recognized terms under GAAP and do not purport to be alternatives to GAAP net income or any other GAAP measure as indicators of operating performance. Moreover, because not all companies use identical measures and calculations, the Company’s presentation of Non-GAAP financial measures may not be comparable to other similarly titled measures used by other companies. We strongly encourage you to review all of our financial statements and publicly filed reports in their entirety and to not solely rely on any single non-GAAP financial measure.
Adjusted EBITDA
To supplement the Company’s unaudited condensed consolidated financial statements presented in accordance with GAAP, the Company uses a non-GAAP financial measure that it calls adjusted EBITDA (“Adjusted EBITDA”). This non-GAAP financial measure adjusts net income for interest and financing expense, net, loss on debt extinguishment, net (income) loss attributable to non-redeemable non-controlling interests, depreciation, amortization and accretion expense, adjustments to reflect Adjusted EBITDA from equity method investments, loss on warrant exchange, unrealized (gain) loss on derivative instruments, non-cash charges, one-time non-recurring expenses, major maintenance on Renewable Power, gain on deconsolidation of VIEs, project development and startup costs, incremental virtual pipeline costs at Prince William RNG facility due to their temporary nature, and ITC proceeds, net of expenses.
Management believes this non-GAAP financial measure provides meaningful supplemental information about the Company’s performance, for the following reasons: (1) it allows for greater transparency with respect to key metrics used by management to assess the Company’s operating performance and make financial and operational decisions; (2) the measure excludes the effect of items that management believes are not directly attributable to the Company’s core operating performance and may obscure trends in the business; (3) the measure better aligns revenues with expenses; and (4) the measure is used by institutional investors and the analyst community to help analyze the Company’s business. In future quarters, the Company may adjust for other expenditures, charges or gains to present non-GAAP financial measures that the Company’s management believes are indicative of the Company’s core operating performance.
The following table presents the reconciliation of our Net loss to Adjusted EBITDA:
Reconciliation of GAAP Net income to Adjusted EBITDA For the Three and Nine Months Ended September 30, 2024 and 2023 (In thousands of dollars) | ||||||||||||||||||||||||||||||||||||||||
|
| Three Months Ended September 30, 2024 |
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||
|
| RNG Fuel |
| Fuel Station Services |
| Renewable Power |
| Corporate |
| Total |
| RNG Fuel |
| Fuel Station Services |
| Renewable Power |
| Corporate |
| Total | ||||||||||||||||||||
Net income (loss) (1) |
| $ | 6,116 |
|
| $ | 10,262 |
|
| $ | 4,393 |
|
| $ | (3,664 | ) |
| $ | 17,107 |
|
| $ | 18,873 |
|
| $ | 23,053 |
|
| $ | 6,608 |
|
| $ | (28,842 | ) |
| $ | 19,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Adjustments to reconcile net income (loss) to Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Interest and financing expense, net |
|
| 5,092 |
|
|
| 95 |
|
| (26 | ) |
|
| (135 | ) |
|
| 5,026 |
|
|
| 14,427 |
|
|
| 119 |
|
| (111 | ) |
|
| (458 | ) |
|
| 13,977 |
| ||
Net income attributable to non-redeemable non-controlling interests |
|
| (130 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (130 | ) |
|
| (328 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (328 | ) |
Depreciation, amortization and accretion |
|
| 2,124 |
|
|
| 1,575 |
|
|
| 998 |
|
|
| — |
|
|
| 4,697 |
|
|
| 5,482 |
|
|
| 4,184 |
|
|
| 3,011 |
|
|
| — |
|
|
| 12,677 |
|
Adjustments to reflect Adjusted EBITDA from equity method investments (2) |
|
| 3,721 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,721 |
|
|
| 8,883 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 8,883 |
|
Unrealized (gain) loss on derivative instruments (3) |
|
| — |
|
|
| — |
|
|
| 170 |
|
|
| (278 | ) |
|
| (108 | ) |
|
| — |
|
|
| — |
|
|
| 494 |
|
|
| (1,457 | ) |
|
| (963 | ) |
Non-cash charges (4) |
|
| — |
|
|
| 34 |
|
|
| — |
|
|
| 1,433 |
|
|
| 1,467 |
|
|
| — |
|
|
| 34 |
|
|
| — |
|
|
| 4,665 |
|
|
| 4,699 |
|
ITC proceeds, net of expenses (5) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (8,648 | ) |
|
| (8,648 | ) |
|
|
|
|
|
|
|
| (8,648 | ) |
|
| (8,648 | ) | ||||||
Project development and startup costs (6) |
|
| 1,927 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,927 |
|
|
| 3,103 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,103 |
|
Virtual pipeline costs (7) |
|
| 3,806 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,806 |
|
|
| 6,004 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 6,004 |
|
One-time non-recurring charges (8) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 798 |
|
|
| 798 |
|
|
| — |
|
|
| 220 |
|
|
| 400 |
|
|
| 879 |
|
|
| 1,499 |
|
Major maintenance for Renewable Power |
|
| — |
|
|
| — |
|
|
| 1,439 |
|
|
| — |
|
|
| 1,439 |
|
|
| — |
|
|
| — |
|
|
| 6,812 |
|
|
| — |
|
|
| 6,812 |
|
Adjusted EBITDA |
| $ | 22,656 |
|
| $ | 11,966 |
|
| $ | 6,974 |
|
| $ | (10,494 | ) |
| $ | 31,102 |
|
| $ | 56,444 |
|
| $ | 27,610 |
|
| $ | 17,214 |
|
| $ | (33,861 | ) |
| $ | 67,407 |
|
|
| Three Months Ended September 30, 2023 |
| Nine Months Ended September 30, 2023 | ||||||||||||||||||||||||||||||||||||
|
| RNG Fuel |
| Fuel Station Services |
| Renewable Power |
| Corporate |
| Total |
| RNG Fuel |
| Fuel Station Services |
| Renewable Power |
| Corporate |
| Total | ||||||||||||||||||||
Net income (loss) (1) |
| $ | 12,547 |
|
| $ | 5,530 |
|
| $ | 983 |
|
| $ | (18,833 | ) |
| $ | 227 |
|
|
| 9,477 |
|
| $ | 7,429 |
|
| $ | 10,584 |
|
| $ | 79,441 |
|
| $ | 106,931 |
|
|
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
|
| — |
| ||||||||||||||||
Adjustments to reconcile net income (loss) to Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
| — |
|
|
|
|
|
|
|
|
|
|
| — |
| ||||||||||||||||
Interest and financing expense, net |
|
| 3,243 |
|
| (27 | ) |
|
| 2 |
|
| (333 | ) |
|
| 2,885 |
|
| 4,616 |
|
| (120 | ) |
|
| 260 |
|
|
| (274 | ) |
|
| 4,482 |
| ||||
Loss on debt extinguishment |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 953 |
|
|
| 953 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,848 |
|
|
| 2,848 |
|
Gain on deconsolidation of VIEs |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (122,873 | ) |
|
| (122,873 | ) |
Net loss attributable to non-redeemable non-controlling interests |
|
| 51 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 51 |
|
|
| 531 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 531 |
|
Depreciation, amortization and accretion |
|
| 1,325 |
|
|
| 917 |
|
|
| 1,488 |
|
|
| 9 |
|
|
| 3,739 |
|
|
| 3,954 |
|
|
| 2,555 |
|
|
| 4,389 |
|
|
| 36 |
|
|
| 10,934 |
|
Adjustments to reflect Adjusted EBITDA from equity method investments (2) |
|
| 1,346 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,346 |
|
|
| 3,254 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,254 |
|
Loss on warrant exchange |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 338 |
|
|
| 338 |
|
Unrealized (gain) loss on derivative instruments (3) |
|
| — |
|
|
| — |
|
|
| 29 |
|
|
| 138 |
|
|
| 167 |
|
|
| — |
|
|
| — |
|
|
| (733 | ) |
|
| (4,006 | ) |
|
| (4,739 | ) |
Non-cash charges (4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,922 |
|
|
| 1,922 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,880 |
|
|
| 4,880 |
|
Project development and startup costs (6) |
|
| 847 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 847 |
|
|
| 3,591 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,591 |
|
One-time non-recurring charges (8) |
|
| — |
|
|
| — |
|
|
| 1,291 |
|
|
| 787 |
|
|
| 2,078 |
|
|
| — |
|
|
| 949 |
|
|
| 1,291 |
|
|
| 1,038 |
|
|
| 3,278 |
|
Major maintenance for Renewable Power |
|
| — |
|
|
| — |
|
|
| 2,246 |
|
|
| — |
|
|
| 2,246 |
|
|
| — |
|
|
| — |
|
|
| 6,476 |
|
|
| — |
|
|
| 6,476 |
|
Adjusted EBITDA |
| $ | 19,359 |
|
| $ | 6,420 |
|
| $ | 6,039 |
|
| $ | (15,357 | ) |
| $ | 16,461 |
|
| $ | 25,423 |
|
| $ | 10,813 |
|
| $ | 22,267 |
|
| $ | (38,572 | ) |
| $ | 19,931 |
|
(1) | Net income (loss) by segment is included in our quarterly report on Form 10-Q. Net loss for RNG Fuel includes our portion of net income on our equity method investments. |
|
|
(2) | Includes development costs, interest, depreciation, amortization and accretion on equity method investments. |
|
|
(3) | Unrealized (gain) loss on derivative instruments includes change in fair value of commodity swaps, earnout liabilities and put option on a forward purchase agreement. |
|
|
(4) | Non-cash charges include stock-based compensation expense, certain expenses included in selling, general and administrative expenses relating to employee benefit accruals, inventory write down charges included in cost of sales - RNG fuel and loss on disposal of assets. |
|
|
(5) | Includes $258 of legal expenses which is included in Project development and start up costs. |
|
|
(6) | Relates to certain development costs on our RNG projects in construction such as legal, consulting fees for joint venture structuring, royalties to the landfill owner, fines, settlements, site lease expenses and certification costs. |
|
|
(7) | Includes incremental virtual pipeline costs (i.e., actual costs less anticipated operating costs of a permanent interconnection) on our Prince William RNG project which are temporary in nature and expected to be incurred until mid-2025 when the permanent interconnection is expected to be operational. The amounts included in the nine months ended September 30, 2024 include $2.2 million of costs incurred in the second quarter of 2024. These costs are included in Project development and startup costs. |
|
|
(8) | One-time non-recurring charges include (i) certain expenses related to development of our RNG facilities such as lease expenses and legal costs incurred during construction phase that could not be capitalized per GAAP. |