EX-99.1 2 opalfuels4q24earningsrelea.htm EX-99.1 Document


opaljpega.jpg


FOR IMMEDIATE RELEASE

OPAL Fuels Reports Fourth Quarter and Full Year 2024 Results

WHITE PLAINS, N.Y. – (March 13, 2025) – 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 electricity, today announced financial and operating results for the three and twelve months ended December 31, 2024.
“2024 was a solid year for OPAL Fuels, we made strong progress on our operational and strategic objectives and have positioned the company for continued success this year and for many years to come,” said Adam Comora, co-CEO of OPAL Fuels. “We have continued to scale rapidly over the last twelve months. We brought online three large landfill RNG projects totaling 3.8 million MMBtu of annual design capacity and now have 11 in operation. Our total annual design capacity for RNG projects in operation and in construction is now 11.4 million MMBtu. Our disciplined execution and vertical integration continues to drive growth of our intrinsic value as we capitalize on the growing biofuels market."
"Since becoming a public company in 2022, we have, organically, more than tripled our operating production capacity and doubled EBITDA through a combination of converting existing biogas-to-electricity plants into RNG, new RNG projects, and strong growth in our fuel station services segment. Despite near term market volatility, 2025 is expected to be another year of solid growth for OPAL Fuels," continued Comora.
“We're proud of our position as one of the largest integrated RNG operators in the market.” said co-CEO Jonathan Maurer. “OPAL Fuels is a leader in the space and our track record of success makes us a logical choice for feedstock suppliers seeking an operating partner, and fleet customers looking to deploy trucks that are Cleaner, Cheaper, Now.”
"We're excited about our outlook for 2025, our guidance reflects our expectation of executing our business plan as we navigate challenging market conditions. We expect to continue to expand our RNG facility footprint and grow our Fuel Station Services segment," said co-CEO Jonathan Maurer. "The management team remains focused on disciplined execution to drive shareholder value.”

1

Financial Highlights
•Revenue for the three and twelve months ended December 31, 2024, was $80.0 million and $300.0 million, respectively, 8% lower and 17% higher, compared to same periods last year.
•Net income (loss) for the three and twelve months ended December 31, 2024, was a net loss of $5.4 million and net income of $14.3 million, respectively, compared to $20.1 million and $127.0 million net income, in the comparable periods last year.1
•Basic net earnings (loss) per share attributable to Class A common shareholders for the three and twelve months ended December 31, 2024, was $(0.05) and $0.02, respectively compared to $0.11 and $0.70 in the comparable periods last year.1
•Adjusted EBITDA2 for the three and twelve months ended December 31, 2024, was $22.6 million and $90.0 million, respectively, compared to $32.0 million and $52.0 million in comparable periods last year.
•At December 31, 2024, RNG Pending Monetization totaled $20.3 million.
Operational Highlights
•We commenced operations at three landfill RNG projects in 2024, Prince William, Sapphire, and Polk representing an aggregate annual design capacity of 3.6 million MMBtu, increasing the aggregate annual design capacity of our operating RNG projects to 8.8 million MMBtu at year end 2024. Including the projects currently in construction, aggregate annual design capacity is 11.4 million MMBtu.3,4
•RNG produced was 1.1 million and 3.8 million MMBtu, for the three and twelve months ended December 31, 2024, an increase of 38% and 41% compared to the prior-year periods.
•The Fuel Station Services segment sold, dispensed, and serviced an aggregate of 41.9 million and 150.2 million GGEs of transportation fuel for the three and twelve months ended December 31, 2024, an increase of 19% and 13% compared to the prior-year periods. Of this amount, RNG dispensed as a transportation fuel was 19.3 million and 74.0 million GGEs, respectively an increase of 54% and 69% compared to the prior-year periods.
____________________________
1 Net income for the twelve months ended December, 2023 included a $122.9 million non-cash gain on deconsolidation of variable interest entities ("VIEs").
2 This is a non-GAAP measure. A reconciliation of non-GAAP financial measure to comparable GAAP 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."
3 Design capacity is the annual design output for each facility and may not reflect actual production from the projects, which depends on many variables including, but not limited to, quantity and quality of the biogas, operational up-time of the facility, and actual productivity of the facility.
4 Represents OPAL Fuels' proportional share with respect to RNG projects owned with joint venture partners.
2


Construction Update
•Three landfill RNG projects entered construction in 2024, Burlington, Cottonwood, and Kirby, representing an aggregate annual design capacity of 1.8 million MMBtu for OPAL's share.
•The Atlantic RNG project is expected to commence commercial operations in the third quarter of 2025. This project represents approximately 0.3 million MMBtu for OPAL Fuels’ 50% ownership share of annual design capacity.
•Completion of construction at two dairy projects in California (Hilltop and Vander Schaaf) continues to be delayed due to a dispute with the Engineering, Procurement and Construction contractor over a series of change order requests.5
•At December 31, 2024 we had 47 stations under construction including 20 owned by OPAL.
2025 Guidance
•The Company currently estimates that Adjusted EBITDA for the full year 2025 will range between $90 million and $110 million which assumes a $2.60/gallon D3 RIN price.
•Adjusted EBITDA is based on an RNG production range of 5.0 to 5.4 million MMBtu.
•We anticipate 2025 Adjusted EBITDA from our Fuel Station Services segment to grow by 30%-50% compared to 2024.
•We anticipate putting into construction approximately 2.0 million annual MMBtu of RNG annual design capacity in 2025.
•Adjusted EBITDA does not include approximately $50 million of anticipated ITC sale proceeds from recent RNG projects, which would be included in operating cash flow and net income in 2025.






__________________________________________
5 For more information, please see the Company’s Annual Report on Form 10-K for the twelve months ended December 31, 2024.
3

Results of Operations

(in thousands of dollars, except RNG Fuel data)
Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Revenue
    RNG Fuel
$25,384 $28,824 $88,420 $66,292 
    Fuel Station Services

45,081 46,923 166,875 

135,012 
    Renewable Power
9,558 11,261 44,677 54,804 
Total Revenue (1)
$80,023 $87,008 $299,972 $256,108 
Cost of sales $52,394 $51,691 $199,851 $183,900 
Project development and startup costs$8,586 $4,866 $19,109 $4,866 
Other operating expenses (2)
$19,389 $9,072 $59,790 $60,302 
Net income (3)
$(5,367)$20,093 $14,325 $127,024 
Adjusted EBITDA (4)
RNG Fuel (5)
18,035 23,280 74,478 48,703 
Fuel Station Services12,650 12,034 40,261 22,847 
Renewable Power
4,202 3,865 21,416 26,132 
Corporate(12,288)(7,160)(46,150)(45,732)
Consolidated Adjusted EBITDA
$22,599 $32,019 $90,005 $51,950 
RNG Fuel volume produced (Million MMBtus)
1.1 0.8 3.8 2.7 
RNG Fuel volume dispensed (Million GGEs)
19.3 12.5 74.0 43.8 
Total volumes sold, dispensed, and serviced (Million GGEs)
41.9 35.3 150.2 133.2 

(1) Excludes revenues from equity method investments.
(2) Includes selling, general and administrative expenses, depreciation and amortization expenses, impairment and income (loss) from equity method investments. Please refer to the Statement of Operations at the end of the press release for additional information.
(3) Net income for twelve months ended December 31, 2023 included a $122.9 million non-cash gain on deconsolidation of variable interest entities ("VIEs").
(4) 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.”
(5) 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.



4


Results of Operations from equity method investments

Three months ended December 31,Twelve months ended December 31,
(in thousands of dollars)2024202320242023
Revenue $34,199 $26,147 $111,296 $50,074 
Gross profit13,991 13,457 45,803 12,065 
Net income 9,521 4,689 36,100 6,323 
OPAL’s share of revenues from equity method investments
12,193 11,278 45,917 21,856 
OPAL’s share of gross profit from equity method investments
3,832 6,625 19,826 9,145 
OPAL’s share of net income from equity method investments (1)
1,407 4,092 13,235 5,525 
OPAL’s share of Adjusted EBITDA from equity method investments
$4,243 $6,750 $24,954 $11,437 

(1) Net income from equity method investments represents our portion of the net income from equity method investments including $1.5 million and $5.8 million of amortization expense related to basis differences for the three and twelve months ended December 31, 2024 and $1.4 million and $3.1 million for the three and twelve months ended December 31, 2023.

Landfill RNG Facility Capacity and Utilization Summary

Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Landfill RNG Facility Capacity and Utilization(1)(2)(3)(4)
 Design Capacity (Million MMBtus)
2.1 1.3 6.6 4.1 
Volume of Inlet Gas (Million MMBtus)1.3 1.0 4.6 3.2 
Inlet Design Capacity Utilization %67 %80 %73 %79 %
RNG Fuel volume produced (Million MMBtus)
1.1 0.7 3.7 2.6 
Utilization of Inlet Gas % 78 %79 %81 %83 %
(1) Design Capacity for RNG facilities is measured as the volume of feedstock biogas that the facility is capable of accepting at the inlet and processing during the associated period. Design Capacity is presented as OPAL’s ownership share (i.e., net of joint venture partners’ ownership) of the facility and is calculated based on the number of days in the period. New facilities that come online during a quarter are pro-rated for the number of days in commercial operation.
(2) Inlet Design Capacity Utilization is measured as the Volume of Inlet Gas for a period, divided by the total Design Capacity for such period. The Volume of Inlet Gas varies over time depending on, among other factors, (i) the quantity and quality of waste deposited at the landfill, (ii) waste management practices by the landfill, and (iii) the construction, operations and maintenance of the landfill gas collection system used to recover the landfill gas. The Design Capacity for each facility will typically be correlated to the amount of landfill gas expected to be generated by the landfill during the term of the related gas rights agreement. The Company expects Inlet Design Capacity Utilization to be in the range of 75-85% on an aggregate basis over the next several years. Typically, newer facilities perform at the lower end of this range and demonstrate increasing utilization as they mature and the biogas resource increases at open landfills.

(3) Utilization of Inlet Gas is measured as RNG Fuel Volume Produced divided by the Volume of Inlet Gas. Utilization of Inlet Gas varies over time depending on availability and efficiency of the facility and the quality of landfill gas (i.e., concentrations of methane, oxygen, nitrogen, and other gases). The Company generally expects Utilization of Inlet Gas to be in the range of 80% to 90%.
(4) Data not available for the Company's dairy projects, i.e., Sunoma and Biotown.
5


RNG Pending Monetization Summary
Three Months Ended
(In 000's)December 31, 2024
RNG FuelFuel Station ServicesTotal
Un-Monetized Environmental Attributes (MMBtus) (1)
Beginning balance as of September 30, 2024280 57 337 
Add: production1,000 100 1,100 
Less: Current period volumes monetized(976)(109)(1,085)
Ending Balance as of December 31, 2024304 48 352 
Value of ending balance using quarter end price (2)
$6,156 $10,573 $16,729 
RIN Metrics
Beginning balance as of September 30, 202469 44 113 
Add: Generated in current period9,776 137 9,913 
Less: Sales(9,844)(180)(10,024)
Ending RIN credit balance (Available for sale) as of December 31, 20241 1 2 
D3 price per RIN at quarter end$2.45 $2.45 $2.45 
Value of RINs using quarter end price (2)
$2 $2 $5 
LCFS Metrics
Beginning balance (net share) as of September 30, 20246 70 76 
Add: Generated in current period13 29 42 
Less: Sales(12)(3)(15)
Ending LCFS credit balance (Available for sale) as of December 31, 20247 96 103 
LCFS credit price at quarter end$75.25 $75.25 $75.25 
Value of LCFSs using quarter end price (2)
$614 $2,910 $3,524 
Value of RECs using quarter end price— — $88 
Other Metrics
Average realized sales price - RIN— — $3.22 
Average realized sales price - LCFS— — $100.00 
Total Value of RNG Pending Monetization at quarter end$6,772 $13,485 $20,346 

(1) Reflects OPAL’s ownership share of un-monetized environmental attributes associated with our RNG production (i.e., net of joint venture partners’ ownership) including equity method investments

(2) Reflects OPAL’s ownership share of RIN and LCFS credits (i.e., net of joint venture partners’ ownership) including equity method investments and presented net of discounts and any direct transaction costs such as dispensing fees, third-party royalties and transaction costs as applicable.

6

Liquidity

As of December 31, 2024, our liquidity was $223.6 million, consisting of $178.4 million of unused capacity under our $450 million senior secured credit facility, $20.9 million of unused capacity under the associated revolver, and $24.3 million of cash, cash equivalents, and short-term investments. In 2025 we expect approximately $50 million of cash proceeds from ITC sales bolstering both our earnings and operating cash flow to continue to fund our investments. As we disclosed in recent filings we agreed to a 12-month extension of the draw period on the credit facility.

We believe our liquidity, operating cash flows, and anticipated sources of capital are sufficient to meet our expected 2025 funding needs.

Capital Expenditures

During the twelve months ended December 31, 2024, OPAL Fuels invested $127.2 across RNG projects in construction and OPAL Fuels proprietary fueling stations in construction as compared to $113.8 million in the prior year.

In addition, for the twelve months ended December 31, 2024, the Company's portion of capital expenditures in unconsolidated entities was $35.2 million. This represents our share of capital expenditures incurred by equity method investments.

Earnings Call

A webcast to review OPAL Fuels’ Fourth Quarter and Full Year 2024 results is being held tomorrow, March 14, 2024 at 11:00AM EDT.

Materials to be discussed in the webcast will be available before the call on the Company's website.

Participants may access the call at https://edge.media-server.com/mmc/p/49xbizz5. Investors can also listen to a webcast of the presentation on the company’s Investor Relations website at https://investors.opalfuels.com/news-events/events-presentations.

_____________________













7

Glossary of terms

“Environmental Attributes” refer to federal, state, and local government incentives in the United States, provided in the form of Renewable Identification Numbers, Renewable Energy Credits, Low Carbon Fuel Standard credits, rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of renewable energy projects that promote the use of renewable energy.

“GGE” refers to Gasoline gallon equivalent. The conversion ratio is 1 MMBtu of natural gas equal to 7.74 GGE.

“LFG” refers to landfill gas.

“MMBtu” refers to British thermal units.

“Renewable Power” refers to electricity generated from renewable sources.

“RNG” refers to renewable natural gas.

“D3” refers to cellulosic biofuel with a 60% GHG reduction requirement.

“RIN” refers to Renewal Identification Numbers.

“EPA” refers to Environmental Protection Agency.


About OPAL Fuels Inc.
OPAL Fuels Inc. (Nasdaq: OPAL) is a leader in the capture and conversion of biogas into low carbon intensity RNG and renewable electricity. OPAL Fuels is also a leader in the marketing and distribution of RNG to heavy duty trucking and other hard to de-carbonize industrial sectors. For additional information, and to learn more about OPAL Fuels and how it is leading the effort to capture North America’s naturally occurring methane and decarbonize the economy, please visit www.opalfuels.com.

# # #

Forward-Looking Statements
Certain statements in this communication may be considered forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and generally relate to future events or OPAL Fuels’ (the “Company”) future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks
8

and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, as the case may be, are inherently uncertain and subject to material change. Factors that may cause actual results to differ materially from current expectations include various factors beyond management’s control, including but not limited to general economic conditions and other risks, uncertainties and factors set forth in the sections entitled “Risk Factors” and “Forward-Looking Statements and Risk Factor Summary” in the Company's Annual Report on Form 10-K filed on March 17, 2025, and other filings the Company makes with the Securities and Exchange Commission. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based.

Disclaimer
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contact information

Investors
Todd Firestone
Vice President Investor Relations & Corporate Development
914-705-4001
investors@opalfuels.com

ICR, Inc.
OPALFuelsPR@icrinc.com
9



OPAL FUELS INC.
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except per share data)
December 31,
2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents (includes $358 and $166 at December 31, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
$24,310 $38,348 
Accounts receivable, net (includes $435 and $33 at December 31, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
32,013 27,623 
Accounts receivable, related party14,522 18,696 
Restricted cash - current (includes $972 and $4,395 at December 31, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
972 4,395 
Short term investments — 9,875 
Fuel tax credits receivable5,639 5,345 
Contract assets11,075 6,790 
Parts inventory (includes $29 and $29 at December 31, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
10,294 10,191 
Convertible note receivable 760 — 
Environmental credits held for sale6,314 172 
Prepaid expense and other current assets (includes $144 and $107 at December 31, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
11,051 6,005 
Derivative financial assets, current portion238 633 
Total current assets117,188 128,073 
Capital spares4,380 3,468 
Property, plant, and equipment, net (includes $25,428 and $26,626 at December 31, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
458,258 339,493 
Operating right-of use assets 12,731 12,301 
Investment in other entities223,594 207,099 
Note receivable - variable fee component2,509 2,302 
Derivative financial assets, non-current portion448 — 
Other long-term assets2,085 1,162 
Intangible assets, net1,330 1,604 
Restricted cash - non-current (includes $2,315 and $1,850 at December 31, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
3,946 4,499 
Goodwill54,608 54,608 
Total assets$881,077 $754,609 
Liabilities and Equity
Current liabilities:
Accounts payable (includes $22 and $744 at December 31, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
16,419 13,901 
Accounts payable, related party (includes $426 and $1,046 at December 31, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
7,932 7,024 
Fuel tax credits payable4,422 4,558 
Accrued payroll9,580 9,023 
Accrued capital expenses
23,238 15,128 
Accrued environmental credit rebates
5,391 4,057 
10

Accrued expenses and other current liabilities (includes $974 and $647 at December 31, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
9,529 10,188 
Contract liabilities9,276 6,314 
OPAL Term Loan, current portion10,865 — 
Sunoma loan, current portion (includes $1,756 and $1,608 at December 31, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
1,756 1,608 
Derivative financial liability, current portion9 — 
Operating lease liabilities - current portion
780 638 
Other current liabilities (includes $— and $92 at December 31, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
1,595 92 
Asset retirement obligation, current portion2,804 1,812 
Total current liabilities103,596 74,343 
Asset retirement obligation, non-current portion5,082 4,916 
OPAL Term Loan, net of debt issuance costs266,630 176,532 
Sunoma loan, net of debt issuance costs (includes $18,373 and $20,010 at December 31, 2024 and December 31, 2023, respectively, related to consolidated VIEs)
18,373 20,010 
Operating lease liabilities - non-current portion12,155 11,824 
Earn out liabilities304 1,900 
Derivative liabilities - non-current portion63 — 
Other long-term liabilities (includes $2,495 and $211 at December 31, 2023 and December 31, 2022, respectively, related to consolidated VIEs)
9,842 7,599 
Total liabilities416,045 297,124 
Commitments and contingencies
Redeemable preferred non-controlling interests130,000 132,617 
Redeemable non-controlling interests482,863 802,720 
Stockholders' (deficit) equity
Class A common stock, $0.0001 par value, 340,000,000 shares authorized as of December 31, 2024; shares issued: 30,065,260 and 29,701,146 at December 31, 2024 and December 31, 2023, respectively; shares outstanding: 28,429,477 and 28,065,363 at December 31, 2024 and December 31, 2023, respectively
3 3 
Class B common stock,$0.0001 par value, 160,000,000 shares authorized as of December 31, 2024; 71,500,000 and none issued and outstanding as of December 31, 2024 and December 31, 2023
7 — 
Class C common stock, $0.0001 par value, 160,000,000 shares authorized as of December 31, 2024; None issued and outstanding as of December 31, 2024 and December 31, 2023
— — 
Class D common stock, $0.0001 par value, 160,000,000 shares authorized as of December 31, 2024; 72,899,037 and 144,399,037 issued and outstanding at December 31, 2024 and December 31, 2023
7 14 
Additional paid-in capital — — 
Accumulated deficit(137,004)(467,195)
Accumulated other comprehensive (loss) income152 (15)
Class A common stock in treasury, at cost; 1,635,783 and 1,635,783 shares at December 31, 2024 and December 31, 2023
(11,614)(11,614)
Total Stockholders' (deficit) equity attributable to the Company(148,449)(478,807)
Non-redeemable non-controlling interests 618 955 
Total Stockholders' (deficit) equity(147,831)(477,852)
Total liabilities, Redeemable preferred, Redeemable non-controlling interests and Stockholders' (deficit) equity$881,077 $754,609 


11

OPAL FUELS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except per unit data)
Twelve Months Ended
December 31,
 20242023
Revenues:
RNG fuel (includes revenues from related party of $68,416 and $56,069 for the years ended December 31, 2024 and 2023, respectively)
$88,420 $66,292 
Fuel Station Services (includes revenues from related party of $38,841 and $28,468 for the years ended December 31, 2024 and 2023, respectively)
166,875 135,012 
Renewable Power (includes revenues from related party of $6,912 and $6,614 for the years ended December 31, 2024 and 2023, respectively)
44,677 54,804 
Total revenues299,972 256,108 
Operating expenses:
Cost of sales - RNG fuel38,552 32,028 
Cost of sales - Fuel Station Services
128,804 115,322 
Cost of sales - Renewable Power32,495 36,550 
Project development and start up costs19,109 4,866 
Selling, general, and administrative53,124 51,262 
Depreciation, amortization, and accretion17,885 14,565 
Impairment loss
2,016 — 
Income from equity method investments(13,235)(5,525)
Total expenses278,750 249,068 
Operating income
21,222 7,040 
Other (expense) income:
Interest and financing expense, net(19,610)(9,306)
Change in fair value of derivative instruments, net1,596 7,346 
Other income2,211 124,472 
Loss on debt extinguishment— (2,190)
Loss on warrant exchange— (338)
Income before provision for income taxes5,419 127,024 
Income tax benefit
8,906 — 
Net income14,325 127,024 
Net income attributable to redeemable non-controlling interests2,851 97,426 
Net income (loss) attributable to non-redeemable non-controlling interests
443 (349)
Dividends on Redeemable preferred non-controlling interests10,470 11,011 
Net income attributable to Class A common stockholders $561 $18,936 
Weighted average shares outstanding of Class A common stock:
Basic27,617,335 27,148,538 
Diluted27,694,650 27,494,016 
Per share amounts:
Basic $0.02 $0.70 
Diluted $0.02 $0.69 

12

OPAL FUELS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands of U.S. dollars)
Twelve Months Ended
December 31,
 20242023
Cash flows from operating activities:
Net income
$14,325 $127,024 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Income from equity method investments(13,235)(5,525)
Gain from disposal of plant and equipment
(311)— 
Distributions from equity method investments14,336 12,242 
Change in fair value of Convertible note receivable
(10)— 
Impairment of property, plant and equipment
2,016 — 
Loss on warrant exchange
— 338 
Depreciation and amortization17,450 14,044 
Amortization of deferred financing costs1,094 1,720 
Amortization of operating lease right-of-use assets679 643 
Loss on debt extinguishment— 2,190 
Accretion expense related to asset retirement obligation435 521 
Stock-based compensation6,452 5,904 
Provision for bad debts85 518 
Paid-in-kind interest income(207)(360)
Change in fair value of commodity swaps
704 — 
Change in fair value of Convertible Note Payable— 1,579 
Change in fair value of the earnout liabilities(1,596)(6,890)
Unrealized gain on derivative financial instruments— (270)
Gain on deconsolidation of VIEs— (122,873)
Changes in operating assets and liabilities:
Accounts receivable(4,475)2,942 
Accounts receivable, related party4,174 (6,275)
Fuel tax credits receivable(294)(1,201)
Capital spares(912)(25)
Parts inventory(103)(2,880)
Environmental credits held for sale(6,142)1,502 
Prepaid expense and other current and long-term assets
(5,312)2,200 
Contract assets(4,285)2,981 
Accounts payable2,519 6,686 
Accounts payable, related party908 1,228 
Fuel tax credits payable(136)1,238 
Accrued payroll557 66 
Accrued expenses 75 3,273 
Operating lease liabilities - current and non-current(636)(613)
Asset retirement obligations— (49)
Other current and non-current liabilities1,917 (1,910)
Contract liabilities2,961 (1,699)
Net cash provided by operating activities
33,033 38,269 
Cash flows from investing activities:
Purchase of property, plant, and equipment(127,239)(113,826)
Proceeds from disposal of plant and equipment
828 — 
Deconsolidation of VIEs, net of cash— (11,947)
13

Proceeds from sale of short term investments
9,875 55,101 
Cash paid for investment in other entities(21,570)(8,314)
Cash paid for Notes receivable(750)— 
Distributions received from equity method investment4,305 4,839 
Net cash used in investing activities(134,551)(74,147)
Cash flows from financing activities:
Proceeds from OPAL Term Loan100,000 196,617 
Financing costs paid to other third parties(629)(10,264)
Repayment of Senior Secured Credit Facility— (22,750)
Repayment of Convertible Note Payable — (30,107)
Repayment of OPAL Term Loan— (106,090)
Repayment of Sunoma Loan(1,621)(546)
Repayment of Municipality loan— (76)
Repayment of finance lease liabilities— (993)
Proceeds from equipment loan— 303 
Proceeds from sale of non-redeemable non-controlling interest
— 12,753 
Reimbursement of financing costs by joint venture partner— 842 
Payment of preferred dividends
(13,086)(16,536)
Cash paid for taxes related to net share settlement of equity awards(627)(896)
Cash paid for purchase of shares upon exercise of put option— (16,391)
Distribution to non-redeemable non-controlling interest(703)(333)
Proceeds from issuance of shares of Class A common stock under the ATM program, net170 366 
Net cash provided by financing activities83,504 5,899 
Net decrease in cash, restricted cash, and cash equivalents
(18,014)(29,979)
Cash, restricted cash, and cash equivalents, beginning of period47,242 77,221 
Cash, restricted cash, and cash equivalents, end of period$29,228 $47,242 
Supplemental disclosure of cash flow information
Income taxes paid
$20 $— 
Interest paid, net of $3,212 and $5,475 capitalized, respectively
$22,907 $6,929 
Noncash investing and financing activities:
Fair value of Class A common stock issued for redemption of Public and Private warrants$— $338 
Accrual for asset retirement obligation included in Property, plant and equipment$723 $— 
Right-of-use assets arising from lease modifications$1,109 $— 
Paid-in-kind dividend on redeemable preferred non-controlling interests$— $2,617 
Right-of-use assets for finance leases included in Property, Plant and equipment, net
$2,403 $9,049 
Accrual for purchase of Property, plant and equipment included in Accounts payable and Accrued capital expenses$23,238 $15,128 


14

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 measure adjusts net income for interest and financing expense, net, loss on debt extinguishment, net (income) loss attributable to 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, RNG development and virtual pipeline costs, ITC proceeds and gain on deconsolidation of VIEs.

15

Management believes this non-GAAP 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.

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. Adjusted EBITDA is not a recognized term under GAAP and does not purport to be an alternative to GAAP net income or any other GAAP measure as an indicator of operating performance. Moreover, because not all companies use identical measures and calculations, the Company's presentation of Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.






16


The following table presents the reconciliation of our Net income to Adjusted EBITDA:

Reconciliation of GAAP Net income to Adjusted EBITDA
For the Three and Twelve Months Ended December 31, 2024 and 2023
(In thousands of dollars)
Three Months Ended December 31, 2024Twelve Months Ended December 31, 2024
RNG FuelFuel Station ServicesRenewable PowerCorporateTotalRNG FuelFuel Station ServicesRenewable PowerCorporateTotal
Net income (loss) (1)
$(1,187)$10,459 $457 $(15,096)$(5,367)$17,686 $33,513 $7,065 $(43,939)$14,325 
Adjustments to reconcile net income (loss) to Adjusted EBITDA
Interest and financing expense, net5,707 49 (21)(103)5,632 20,134 168 (132)(560)19,610 
Net income attributable to non-redeemable non-controlling interests(115)— — — (115)(443)— — — (443)
Depreciation, amortization and accretion
2,770 1,428 1,010 — 5,208 8,252 5,612 4,021 — 17,885 
Adjustments to reflect Adjusted EBITDA from equity method investments(3)
2,836 — — — 2,836 11,719 — — — 11,719 
 Unrealized (gain) loss on derivative instruments — — 210 (138)72 — — 704 (1,595)(891)
 Non-cash charges(5)
— 934 1,577 2,070 4,581 — 968 1,577 6,734 9,279 
One-time non-recurring charges (6)
— (220)— 844 624 — — 400 1,723 2,123 
 RNG development costs 2,276 — — — 2,276 5,379 — — — 5,379 
 Virtual pipeline costs(7)
5,748 — — — 5,748 11,751 — — — 11,751 
 Major maintenance for Renewable Power — — 969 — 969 — — 7,781 — 7,781 
 ITC proceeds - net — — — 135 135 — — — (8,513)(8,513)
Adjusted EBITDA$18,035 $12,650 $4,202 $(12,288)$22,599 $74,478 $40,261 $21,416 $(46,150)$90,005 

17

Three Months Ended December 31, 2023Twelve Months Ended December 31, 2023
RNG FuelFuel Station ServicesRenewable PowerCorporateTotalRNG FuelFuel Station ServicesRenewable PowerCorporateTotal
Net income (loss) (1)
$12,726 $10,479 $1,888 $(5,000)$20,093 $22,203 $17,908 $12,472 $74,441 $127,024 
Adjustments to reconcile net income (loss) to Adjusted EBITDA
Interest and financing expense, net4,352 (14)20 466 4,824 8,968 (134)280 192 9,306 
Loss on debt extinguishment (2)
— — — (658)(658)— — — 2,190 2,190 
Net (income) loss attributable to non-redeemable non-controlling interests(182)— — — (182)349 — — — 349 
Depreciation, amortization and accretion
1,314 1,175 1,178 (36)3,631 5,268 3,730 5,567 — 14,565 
Adjustments to reflect Adjusted EBITDA from equity method investments (3)
2,658 — — — 2,658 5,912 — — — 5,912 
Loss on warrant exchange— — — — — — — — 338 338 
Unrealized (gain) loss on derivative instruments (4)
— — (30)(3,134)(3,164)— — (763)(7,140)(7,903)
Non-cash charges (5)
— 174 — 1,123 1,297 — 174 — 6,003 6,177 
One-time non-recurring charges (6)
2,412 220 45 79 2,756 6,003 1,169 1,336 1,117 9,625 
Major maintenance for Renewable Power— — 764 — 764 — — 7,240 — 7,240 
Gain on deconsolidation of VIEs— — — — — — — — (122,873)(122,873)
Adjusted EBITDA$23,280 $12,034 $3,865 $(7,160)$32,019 $48,703 $22,847 $26,132 $(45,732)$51,950 

(1) Net income (loss) by segment is included in our quarterly report on Form 10 K.

(2) Loss on debt extinguishment relates to assignment of our senior secured credit facility to Paragon and debt restructuring related to OPAL Term Loan.

(3) Includes interest, depreciation, amortization and accretion incurred on equity method investments.

(4) Unrealized (gain) loss on derivative instruments includes change in fair value of interest rate swaps, commodity swaps, earnout liabilities and put option on a forward purchase agreement.

(5) 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.

18

(6) One-time non-recurring charges include (i) certain expenses related to development expenses on our RNG facilities such as lease expenses and virtual pipeline costs (in 2023), incurred during construction phase that could not be capitalized per GAAP.

(7) Relates to virtual pipeline costs on our Prince William facility. These are temporary transportation costs incurred until a permanent pipeline is completed, which we currently anticipate in the second half of 2025. The costs are decreased by estimated costs of permanent pipeline.
19