Press Release: OPAL Fuels Reports Fourth Quarter and Full Year 2024 Results

Dow Jones
03-14

OPAL Fuels Reports Fourth Quarter and Full Year 2024 Results

WHITE PLAINS, N.Y.--(BUSINESS WIRE)--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."

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. 
 

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. 
 
____________________________________________ 
(5) For more information, please see the Company's Annual Report on Form 10-K 
for the twelve months ended December 31, 2024. 
 

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. 

Results of Operations

 
(in thousands of 
dollars, except     Three Months Ended    Twelve Months Ended 
RNG Fuel data)          December 31,          December 31, 
                    -------------------  ---------------------- 
                      2024       2023      2024       2023 
                     -------    ------    -------    ------- 
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 
   Services           12,650    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. 
 

Results of Operations from equity method investments

 
                     Three months ended      Twelve months ended 
                        December 31,             December 31, 
                   ----------------------  ----------------------- 
(in thousands of 
dollars)                 2024      2023          2024       2023 
                       --------   -------      ---------   ------- 
Revenue             $    34,199  $ 26,147   $    111,296  $ 50,074 
Gross profit             13,991    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    Twelve Months Ended 
                                 December 31,           December 31, 
                             --------------------  --------------------- 
                               2024       2023        2024       2023 
                             ---------  ---------  ----------  --------- 
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. 
 

RNG Pending Monetization Summary

 
                                      Three Months Ended 
                              ---------------------------------- 
(In 000's)                            December 31, 2024 
                              ---------------------------------- 
                                           Fuel 
                                RNG       Station 
                                Fuel      Services      Total 
                              --------  -----------  ----------- 
Un-Monetized Environmental 
Attributes (MMBtus) (1) 
Beginning balance as of 
 September 30, 2024               280           57        337 
Add: production                 1,000          100      1,100 
Less: Current period volumes 
 monetized                       (976)        (109)    (1,085) 
                               ------       ------    ------- 
Ending Balance as of 
 December 31, 2024                304           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, 2024                69           44        113 
Add: Generated in current 
 period                         9,776          137      9,913 
Less: Sales                    (9,844)        (180)   (10,024) 
                               ------       ------    ------- 
Ending RIN credit balance 
 (Available for sale) as of 
 December 31, 2024                  1            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, 
 2024                               6           70         76 
Add: Generated in current 
 period                            13           29         42 
Less: Sales                       (12)          (3)       (15) 
                               ------       ------    ------- 
Ending LCFS credit balance 
 (Available for sale) as of 
 December 31, 2024                  7           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. 
 

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.

_____________________

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 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.

 
 
                             OPAL FUELS INC. 
 
                       CONSOLIDATED BALANCE SHEETS 
          (In thousands of U.S. dollars, except per share data) 
 
                                          December 31,      December 31, 
                                               2024             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 party             14,522          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 receivable                     5,639           5,345 
  Contract assets                                11,075           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 sale             6,314             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 
   portion                                          238             633 
                                             ----------       --------- 
    Total current assets                        117,188         128,073 
                                             ----------       --------- 
  Capital spares                                  4,380           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 entities                  223,594         207,099 
  Note receivable - variable fee 
   component                                      2,509           2,302 
  Derivative financial assets, 
  non-current portion                               448              -- 
  Other long-term assets                          2,085           1,162 
  Intangible assets, net                          1,330           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 
  Goodwill                                       54,608          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 payable                        4,422           4,558 
  Accrued payroll                                 9,580           9,023 
  Accrued capital expenses                       23,238          15,128 
  Accrued environmental credit rebates            5,391           4,057 
  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 liabilities                            9,276           6,314 
  OPAL Term Loan, current portion                10,865              -- 
  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 portion                                     9              -- 
  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 
   portion                                        2,804           1,812 
                                             ----------       --------- 
    Total current liabilities                   103,596          74,343 
                                             ----------       --------- 
  Asset retirement obligation, 
   non-current portion                            5,082           4,916 
  OPAL Term Loan, net of debt issuance 
   costs                                        266,630         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 portion                           12,155          11,824 
  Earn out liabilities                              304           1,900 
  Derivative liabilities - non-current 
  portion                                            63              -- 
  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 liabilities                           416,045         297,124 
                                             ----------       --------- 
Commitments and contingencies 
Redeemable preferred non-controlling 
 interests                                      130,000         132,617 
    Redeemable non-controlling 
     interests                                  482,863         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) income                                    152             (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 
                                             ==========       ========= 
 
 
 
                           OPAL FUELS INC. 
 
                CONSOLIDATED STATEMENTS OF OPERATIONS 
         (In thousands of U.S. dollars, except per unit data) 
 
                                              Twelve Months Ended 
                                                  December 31, 
                                          ---------------------------- 
                                              2024          2023 
                                           ----------    ---------- 
  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 revenues                          299,972       256,108 
                                           ----------    ---------- 
Operating expenses: 
  Cost of sales - RNG fuel                     38,552        32,028 
  Cost of sales - Fuel Station Services       128,804       115,322 
  Cost of sales - Renewable Power              32,495        36,550 
  Project development and start up costs       19,109         4,866 
  Selling, general, and administrative         53,124        51,262 
  Depreciation, amortization, and 
   accretion                                   17,885        14,565 
  Impairment loss                               2,016            -- 
  Income from equity method investments       (13,235)       (5,525) 
                                           ----------    ---------- 
      Total expenses                          278,750       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, net                             1,596         7,346 
  Other income                                  2,211       124,472 
  Loss on debt extinguishment                      --        (2,190) 
  Loss on warrant exchange                         --          (338) 
                                           ----------    ---------- 
  Income before provision for income 
   taxes                                        5,419       127,024 
                                           ----------    ---------- 
  Income tax benefit                            8,906            -- 
                                           ----------    ---------- 
  Net income                                   14,325       127,024 
                                           ----------    ---------- 
  Net income attributable to redeemable 
   non-controlling interests                    2,851        97,426 
  Net income (loss) attributable to 
   non-redeemable non-controlling 
   interests                                      443          (349) 
  Dividends on Redeemable preferred 
   non-controlling interests                   10,470        11,011 
                                           ----------    ---------- 
  Net income attributable to Class A 
   common stockholders                    $       561   $    18,936 
                                           ==========    ========== 
 
      Weighted average shares 
      outstanding of Class A common 
      stock: 
      Basic                                27,617,335    27,148,538 
      Diluted                              27,694,650    27,494,016 
      Per share amounts: 
      Basic                               $      0.02   $      0.70 
      Diluted                             $      0.02   $      0.69 
 
 
 
                           OPAL FUELS INC. 
 
                CONSOLIDATED STATEMENTS OF CASH FLOWS 
                    In thousands of U.S. dollars) 
 
                                                Twelve Months Ended 
                                                    December 31, 
                                              ------------------------ 
                                                 2024        2023 
                                               --------    -------- 
 
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 
   investments                                   14,336      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 amortization                  17,450      14,044 
  Amortization of deferred financing costs        1,094       1,720 
  Amortization of operating lease 
   right-of-use assets                              679         643 
  Loss on debt extinguishment                        --       2,190 
  Accretion expense related to asset 
   retirement obligation                            435         521 
  Stock-based compensation                        6,452       5,904 
  Provision for bad debts                            85         518 
  Paid-in-kind interest income                     (207)       $(360.AU)$ 
  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 party              4,174      (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 payable                                2,519       6,686 
  Accounts payable, related party                   908       1,228 
  Fuel tax credits payable                         (136)      1,238 
  Accrued payroll                                   557          66 
  Accrued expenses                                   75       3,273 
  Operating lease liabilities - current and 
   non-current                                     (636)       (613) 
  Asset retirement obligations                       --         (49) 
  Other current and non-current liabilities       1,917      (1,910) 
  Contract liabilities                            2,961      (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) 
  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 
   investment                                     4,305       4,839 
                                               --------    -------- 
Net cash used in investing activities          (134,551)    (74,147) 
                                               --------    -------- 
Cash flows from financing activities: 
  Proceeds from OPAL Term Loan                  100,000     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)       $(546.SI)$ 
  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, 
   net                                              170         366 
                                               --------    -------- 
Net cash provided by financing activities        83,504       5,899 
                                               --------    -------- 
Net decrease in cash, restricted cash, and 
 cash equivalents                               (18,014)    (29,979) 
Cash, restricted cash, and cash equivalents, 
 beginning of period                             47,242      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 
 
 

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.

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.

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, 2024                  Twelve Months Ended December 31, 2024 
                   ----------------------------------------------------  ------------------------------------------------------ 
                               Fuel                                                  Fuel 
                             Station    Renewable                                  Station    Renewable 
                   RNG Fuel  Services     Power     Corporate   Total    RNG Fuel  Services     Power     Corporate    Total 
                   --------  --------  -----------  ---------  --------  --------  --------  -----------  ---------  ---------- 
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, net        5,707        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 
                    ======    ======       ======    =======    ======    ======    =======      ======    =======    ====== 
 
 
                            Three Months Ended December 31, 2023                    Twelve Months Ended December 31, 2023 
                   ------------------------------------------------------  -------------------------------------------------------- 
                               Fuel                                                   Fuel 
                             Station    Renewable                            RNG    Station    Renewable 
                   RNG Fuel  Services     Power      Corporate    Total     Fuel    Services     Power     Corporate      Total 
                   --------  --------  -----------  -----------  --------  -------  --------  -----------  ----------  ------------ 
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, net        4,352       (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. 
 
        (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. 
 

View source version on businesswire.com: https://www.businesswire.com/news/home/20250313180326/en/

 
    CONTACT:    Investors 

Todd Firestone

Vice President Investor Relations & Corporate Development

914-705-4001

investors@opalfuels.com

ICR, Inc.

OPALFuelsPR@icrinc.com

 
 

(END) Dow Jones Newswires

March 13, 2025 18:00 ET (22:00 GMT)

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