WHITE PLAINS, N.Y.--()--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

  • Revenue for the three and nine months ended September 30, 2024, was $84.0 million and $219.9 million, an increase of $12.9 million, or 18%, and $50.8 million, or 30%, compared to the same periods last year.
    • Not included above, our share of revenues from equity method investments for the three and nine months ended September 30, 2024, was $11.7 million and $33.7 million, compared to $4.7 million and $10.6 million in the same periods in the prior year.
  • Net income for the three and nine months ended September 30, 2024 was $17.1 million and $19.7 million, compared to $0.2 million and $106.9 million in the same periods last year.1
  • Basic and diluted net income per share attributable to Class A common shareholders for the three and nine months ended September 30, 2024 was $0.09 and $0.07, compared to basic net (loss) income per share of $(0.01) and $0.59 for the three and nine months ended September 30, 2023.1
  • Adjusted EBITDA2 for the three and nine months ended September 30, 2024, was $31.1 million and $67.4 million, an increase of $14.6 million and $47.5 million compared to the same periods last year.
    • Not included above, $11.1 million of investment tax credits were sold by the Company during the third quarter resulting in net proceeds of $8.6 million.
  • At September 30, 2024, RNG Pending Monetization totaled $23.1 million.

Operational Highlights

  • The Sapphire RNG project, a 50/50 joint venture with GFL representing 0.8 million MMBtu of annual design capacity to OPAL Fuels, commenced commercial operations in September.
  • The Polk County (Florida) RNG project, 100% owned by OPAL Fuels, commenced commercial operations in October, representing approximately 1.1 million MMBtu of annual design capacity.
  • RNG produced was 1.0 million and 2.8 million MMBtu for the three and nine months ended September 30, 2024, an increase of 43% and 40% compared to the prior-year periods.
  • RNG sold as transportation fuel was 19.6 million and 54.7 million GGEs for the three and nine months ended September 30, 2024, an increase of 80% and 81% compared to the prior-year periods.
  • The Fuel Station Services segment sold, dispensed, and serviced an aggregate of 38.7 million and 110.3 million GGEs of transportation fuel for the three and nine months ended September 30, 2024, an increase of 15% and 13% compared to the prior year periods.

Guidance

We are maintaining our current guidance.

Construction Update

  • The construction of the Atlantic RNG project is on schedule. This project represents approximately 0.33 million MMBtu for OPAL Fuels’ 50% ownership share of annual design capacity.
  • The construction of the Cottonwood RNG project is on schedule. This project, owned 100% by OPAL Fuels, represents approximately 0.66 million MMBtu of annual design capacity.
  • The construction of the Burlington RNG project is on schedule. This project represents approximately 0.46 million MMBtu for OPAL Fuels’ 50% ownership share of annual design capacity.
  • The Kirby RNG project began construction in November. This project, 100% owned by OPAL represents approximately 0.66 million MMBtu of annual design capacity.

____________________

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
2023

 

(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
September 30,

 

Nine Months Ended
September 30,

 

 

 

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
September 30,

(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.