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OPAL Fuels Inc.

For the period ended Mar 31, 2025. Filed May 13, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 13, 2025

OPAL$1.45+5.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 167 previous paragraphs and 156 current paragraphs.

72 unchanged; 43 reworded; 37 added; 50 removed; 2 previous and 4 current paragraphs rearranged.

Tables are not compared: 10 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (37)

Current report

On April 23, 2025, our ultimate controlling shareholder, Fortistar LLC (“Fortistar”), through its subsidiary OPAL Holdco LLC, exchanged 50 million shares of Class D common stock of the Company held by it, each of which is entitled to five votes per share on all matters on which stockholders generally are entitled to vote, for an equal number of shares of newly issued Class B common stock of the Company, each of which is entitled to one vote on such matters. This transaction had no effect on the economic interest in the Company held by Fortistar.

Current report

On May 9, 2025, a wholly-owned indirect subsidiary of the Company, entered into a limited liability company agreement (the “LLC Agreement”) with a leading environmental solutions company (the "Counterparty"), establishing the terms and conditions of governance and operation of a joint venture (the “Joint Venture”). The purpose of the Joint Venture, 70% of which is owned indirectly by the Company and 30% of which is owned by the Counterparty (together, the "Shares"), is to develop, construct, own and operate a facility (the “RNG Facility”) to produce RNG using biogas generated by a certain landfill.

Current report

The LLC Agreement governs the terms and conditions of capital contributions to be made by the Joint Venture members to fund the development, construction and operations of the RNG Facility. The LLC Agreement requires members of the Joint Venture to contribute their respective Shares of such capital requirements. The LLC Agreement contemplates that the RNG Facility will be located on a landfill owned by an affiliate of the Counterparty, with a nameplate capacity designed for approximately 5,500 scfm of landfill gas. The representations, warranties and covenants contained in the LLC Agreement were made solely for the benefit of the parties to the LLC Agreement and may be subject to limitations agreed upon by the contracting parties.

Current report

The LLC Agreement also provides for the Joint Venture to enter into an agreement with an affiliate of the Counterparty for the contractual rights to purchase landfill gas for the purpose of producing RNG at the RNG Facility (the “RNG Gas Rights Agreement”), as well as the site lease for the RNG Facility (the “RNG Site Lease”). The RNG Gas Rights Agreement and RNG Site Lease expire twenty (20) years from the date of commencement of operations of the RNG Facility. The existing gas rights agreement between an indirect subsidiary of the Company and an affiliate of the Counterparty (which relate to renewable electricity facilities) will terminate in accordance with the provisions of the RNG Gas Rights Agreement.

Current report

Further, the LLC Agreement contemplates that the Joint Venture will enter into a management services agreement (the “MSA”), an operations and maintenance agreement (the “O&M Agreement”), and an RNG marketing agreement (the "RNG Marketing Agreement") with certain wholly-owned, indirect subsidiaries of the Company. The MSA will establish terms and conditions for the day-to-day administration of the projects, including responsibility for managing the development and overseeing the construction of the RNG Facility. The O&M Agreement will establish the terms and conditions for operating and maintaining the RNG Facility once construction is completed. The RNG Marketing Agreement will provide for the acquisition, marketing and sale of the environmental attributes associated with RNG produced by the RNG Facility. The definitive terms and conditions of these agreements are not yet established and, accordingly, there is no guarantee that the Joint Venture will enter into each of these agreements.

Current report

This summary of the terms of the LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the LLC Agreement, a copy of which is filed as Exhibit 10.6 hereto.

Current report

Project development and start up costs includes certain development costs such as legal fees, consulting fees for joint venture structuring, royalties to the landfill owner, fines, settlements, site lease expenses and certification costs on our RNG projects under construction. Additionally, the Company also incurs certain expenses on new RNG projects during the first two years that such projects are operational, such as virtual pipeline costs (incurred until a physical interconnect pipeline is built) and ramp up costs incurred during the certification period.

Current report

Revenue from RNG Fuel increased by $9.9 million or 56% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This is primarily due to a $9.5 million increase in the sale of environmental attributes, including $5.0 million related to K-1 RINs sale, and a $0.5 million increase in brown gas sales, both of which were driven by operations of our new RNG facilities: Prince William, which went into operations in the second quarter of 2024, and Polk, which went into operations in the fourth quarter of 2024, as these facilities were not operational in the three months ended March 31, 2024 comparative period.

Current report

Cost of sales from Renewable Power decreased by $2.5 million, or 27%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This is primarily due to a $0.8 million decrease in royalties related to the corresponding decrease in ISCC revenues, and a $1.6 million decrease in expenses, which was primarily driven by the timing of major maintenance and other expenses.

Current report

Selling, general, and administrative expenses increased by a total of $2.8 million, or 21%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This is primarily due to increases in stock based compensation and general corporate expenses.

Current report

Change in fair value of derivatives, remained flat for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Current report

Other income increased in the three months ended March 31, 2025 compared to the three months ended March 31, 2024 mainly due to increase in unrealized gains.

Current report

Net loss attributable to redeemable non-controlling interests

Current report

Net income attributable to non-redeemable non-controlling interests remained flat for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Current report

Dividends on Redeemable preferred non-controlling interests remained flat for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Current report

As of March 31, 2025, our liquidity was $239.9 million, consisting of $178.4 million of unused capacity under our $450 million senior secured credit facility, $21.4 million of unused capacity under the associated revolver, and $40.1 million of cash and cash equivalents.

Current report

On March 3, 2025, OPAL Fuels Intermediate HoldCo LLC, as the borrower (the “Borrower”), certain subsidiaries of the Borrower, as guarantors (the “Guarantors”), the lenders and issuers of letters of credit party thereto and Bank of America, N.A. as the administrative agent (the “Administrative Agent”) entered into that certain Amendment No. 1 to Credit and Guarantee Agreement (the “Credit Agreement Amendment”), with respect to that certain Credit and Guarantee Agreement (the “Credit Agreement”) dated September 1, 2023, by and among the Borrower, the Administrative Agent, the financial institutions from time to time parties thereto as lenders and as issuers of letters of credit, and the other agents and persons from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time).

Current report

The Credit Agreement Amendment makes certain changes to the applicability of certain financial covenants and modifies other covenants to clarify the use of loan proceeds. Additionally, the Credit Agreement Amendment permits the organizational restructuring of the Guarantors in a manner designed to facilitate the sale of federal investment tax credits and the ability to raise additional future capital.

Current report

The Credit Agreement Amendment also eases the conditions precedent to making new Projects eligible for borrowing under the Credit Agreement, extends the availability period for delay draw term loans under the Credit Agreement through March 5, 2026, and extends the commencement of repayment of such term loans until March 31, 2026.

Current report

As of March 31, 2025 and December 31, 2024, the outstanding loan balance (current and non-current) excluding deferred financing costs was $286.6 million.

Current report

The Company has the ability, during the delayed draw availability period and subject to the satisfaction of certain credit and project-related conditions precedent, to join other newly acquired subsidiaries with comparable renewable projects in development under the credit facility for comparable funding. As of March 31, 2025, the Company is in compliance with the financial covenants under the OPAL Term Loan.

Current report

In connection with the Credit Agreement Amendment, the Borrower paid the Administrative Agent, for the account of each lender, a one-time nonrefundable fee of $1.25 million.

Current report

On August 27, 2020, Sunoma, an indirect wholly-owned subsidiary of the Company entered into a debt agreement (the "Sunoma Loan Agreement") with Live Oak Banking Company for an aggregate principal amount of $20 million. Sunoma paid $0.6 million in financing fees. The amounts outstanding under the Sunoma Loan are secured by the assets of Sunoma. On July 19, 2022, Sunoma completed the conversion of the construction loan into a permanent loan and increased the commitment from $20 to $23 million. The maturity date is July 19, 2033. The outstanding loans under the Sunoma Loan Agreement bear interest at an annual fixed rates of 7.8%, and 8.2% per annum during the term.

Current report

The Sunoma Loan Agreement contains certain financial covenants which require Sunoma to maintain (i) a maximum debt to net worth ratio not to exceed 5:1, (ii) a minimum current ratio not less than 1.0 and (iii) a minimum debt service coverage ratio of trailing four quarters not less than 1.25. As of December 31, 2024, Sunoma is in compliance with the financial covenants under the Sunoma Loan Agreement.

Current report

As of March 31, 2025 and December 31, 2024, the outstanding loan balance (current and non-current) excluding deferred financing costs was $20.4 million and $20.8 million, respectively.

Current report

The significant assets of Sunoma are parenthesized in the consolidated balance sheets as of March 31, 2025 and December 31, 2024.

Current report

In November 2021, NextEra subscribed for an aggregate of $100,000,000 of Series A preferred units issued by OPAL Fuels LLC. The Series A preferred units have limited rights to prevent OPAL Fuels LLC from taking certain actions including (i) major issuances of new debt or equity (ii) executing transactions with affiliates which are not at arm-length basis (iii) major disposition of assets and (iv) major acquisition of assets outside of OPAL Fuels LLC’s primary business. The Series A preferred units are entitled to receive dividends at the rate of 8% per annum. Dividends begin accruing for each unit from the date of issuance and are payable each quarter end regardless of whether they are declared. The dividends are mandatory and cumulative. The Company was allowed to elect to issue additional Series A preferred units ( paid-in-kind) in lieu of cash for the first eight dividend payment dates. As of March 31, 2025 and December 31, 2024, there was no accrued preferred dividend payable.

Current report

At any time after issuance, OPAL Fuels LLC may redeem the Series A preferred units for a price equal to original issue price of $100 per unit plus any accrued and unpaid dividends. Upon written notice from NextEra at any time after November 29, 2025, we would be required to redeem the Series A preferred units. In the event the Company does not redeem the Series A preferred units when requested, NextEra will have the following rights and remedies: (1) NextEra’s affiliate may extend the RNG Marketing Agreement by 12 months; or (2) the dividend rate would increase depending on the length of time the Series A preferred units remain unredeemed to up to 20% per annum, and if more than $25,000,000 preferred equity is outstanding for more than six months after November 29, 2025, NextEra may appoint a director to OPAL Fuel Inc.’s Board of Directors; or (3) NextEra may convert the Series A preferred equity into common equity of the OPAL Fuels LLC at a conversion price at a 20% to 30% discount to their value (the discount is 20% during the first 12 months after November 29, 2025, 25% for the next 12 months thereafter and 30% thereafter).

Current report

Net cash used in financing activities for the three months ended March 31, 2025 was $4.7 million, a decrease of $1.9 million compared to the net cash used in financing activities of $6.6 million for the three months ended March 31, 2024. This decrease was primarily driven by decrease of $2.6 million in the payment of dividends on redeemable preferred non-controlling interests, offset by an increase of $1.0 million in financing costs paid to third parties.

Current report

We plan to fund these expenditures primarily through cash on hand, cash generated from operations and availability under existing debt facilities.
Removed paragraphs (50)

Previous report

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company relate to the useful lives of property, plant and equipment, the value of stock-based compensation and the fair value of derivatives including earnout liabilities, asset retirement obligations, incremental borrowing rates, percentage of completion for revenue recognition, impairment assessment of goodwill, estimated losses on trade receivables, interest rate swaps and commodity swap contracts. Actual results could differ from those estimates.

Previous report

Subsequent to the reporting period, the Company received notification from its ISCC Carbon Credits marketing firm that certain regulatory changes implemented by the European Union Commission are expected to take effect on November 21, 2024 that will exclude biomethane produced outside of European Union from being certified as eligible to be sold in accordance with the European Union Renewable Energy Directive. As a result, we anticipate that our contracts governing sales of ISCC Carbon Credits will be terminated on or before November 21, 2024. Following such terminations, we expect to earn revenues from these Renewable Power facilities through the existing revenue channels for the sale of renewable electricity and associated RECs to utility providers. The Company continues to explore alternative market opportunities for its Renewable Power segment.

Previous report

On July 12, 2023, the EPA issued final rule 88 Fed. Reg. 44468 (July 12, 2023) to, in part, implement biogas regulatory reform to the EPA’s Renewable Fuel Standard Program (“RFS”) (the “Biogas Regulatory Reform Rule” or “BRRR”). BRRR significantly changes the method by which RINs are generated from biogas feedstock and how market participants are required to administer RINs.

Previous report

BRRR requires all parties in the chain of title to biogas, renewable natural gas, and RINs to register with the EPA. By January 1, 2025, all parties must comply with BRRR and only biogas and RNG produced and dispensed under BRRR are eligible for RIN generation.

Previous report

The Company has timely completed applications for registration under BRRR of its RNG production projects in operations. The Company anticipates receiving EPA registration acceptance for these projects prior to January 1, 2025. There can be no assurance, however, that such approval from EPA will be received by January 1, 2025.

Previous report

BRRR also requires RNG RIN separators to register with the EPA for each CNG dispensing station. The Company is in the process of registering as RNG RIN separator, for fueling stations that account for approximately 57% of the Company’s CNG dispensing capacity. Wherever the Company is not registered as the RNG RIN separator, it will rely on the owner/operator of the fueling station to perform the role as RNG RIN separator (i.e., separating the RINs and transferring them to the Company for monetization). There can be no assurance that these owners/operators will timely provide the necessary administrative services and transactional data required for the separation and transfer of RINs from these stations. If we are unable to receive RINs from stations representing a material proportion of our dispensing capacity, it would have a material adverse effect on our financial results. Please see Part II, Item 1A: Risk Factors of this Form 10-Q for additional information.

Previous report

The Inflation Reduction Act (the "IRA") was signed into law on August 16, 2022. The bill invests nearly $369 billion in energy and climate policies. The provisions of the IRA are intended to, among other things, incentivize domestic clean energy investment, manufacturing, and deployment. The IRA incentivizes the deployment of clean energy technologies by extending and expanding federal incentives such as ITCs and the PTC. We view the enactment of the IRA as favorable for the overall business climate for the renewable energy industry. However, there is uncertainty related to the applicability of the IRA to our current and planned projects and the scope of the IRA and its interpretations may change if there is a change in the U.S. administration or if government agencies’ authority to interpret federal law is restricted as a result of the Supreme Court’s review of the Chevron doctrine under which federal government agencies have been awarded board authority to interpret broad or ambiguous legislation. We may also continue to experience a delay in our sales cycles and new award activity as our customers consider the applicability of the IRA and as financing projects may take longer as a result of this uncertainty. The IRA may increase the competition in our industry and as such increase the demand and cost for labor, equipment and commodities needed for our projects.

Previous report

In November 2023, the Treasury and the IRS proposed regulations regarding ITCs on renewable energy projects where IRS specified certain types of RNG equipment are ineligible for ITCs which could negatively impact the profitability of our RNG business and our ability to finance our RNG projects. In February 2024, the Treasury and the IRS released a correction to the proposed regulations clarifying that certain of such equipment may be eligible for ITCs. These regulations are merely proposed, and Treasury and the IRS are collecting and reviewing comments received regarding the proposed regulations. The proposed regulations also contain provisions that we believe create uncertainty relating to the ownership, installation or modification of equipment and property on which ITCs can be claimed.

Previous report

If the final regulations are enacted in a form that limits, in whole or in part, the amount of ITCs for certain of our construction costs, this would reduce the amount of ITCs available and thus could have a material adverse effect on our operations and our business.

Previous report

On September 13, 2024, OPAL Paragon LLC ("OPAL Paragon"), a wholly-owned subsidiary of the Company and owner of 50% of the equity interests of Paragon ("Seller"), entered into a Tax Credit Purchase Agreement ("TCPA") with Apollo Management Holdings, L.P. ("Buyer"). Pursuant to the terms of the TCPA, OPAL Paragon caused the Seller to transfer to the Buyer $11.1 million of tax credits generated by the Seller for a purchase price of $8.9 million, net of fees and expenses. The TCPA contains certain representations, covenants and indemnities of OPAL Paragon with respect to the availability, transferability and sustainability of the tax credits. If the tax credits are disallowed or recaptured from the Buyer, OPAL Paragon will be required to return the purchase price and pay any taxes, interests or penalties incurred.

Previous report

Results of Operations for the three and nine months ended September 30, 2024 and 2023:

Previous report

(4)Data not available for the Company's dairy projects, i.e., Sunoma and Biotown.

Previous report

(4)Prince William commenced the start-up phase of operations in April 2024.

Previous report

(8)The Polk County project began commercial operation sin October 2024.

Previous report

Revenue from RNG Fuel increased by $5.8 million or 29% for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This is primarily due to a $2.9 million increase from higher volume of sales of RINs, $1.4 million increase from higher volume of LCFSs sales, a $0.9 million increase from higher RIN pricing, and a $0.4 million increase from management fee revenues.

Previous report

Revenue from RNG Fuel increased by $25.6 million or 68% for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This is primarily due to an $11.4 million increase from higher volumes of RINs sold as the Company made a decision to hold the RINs as inventory at hand in 2023, an $8.8 million increase due to higher RIN pricing after the EPA Set Rule was finalized in the second half of 2023, a $4.5 million increase from the sale of LCFSs, and a $0.9 million increase in management fees earned from providing services to equity method entities, partially offset by a $0.4 million decrease in brown gas sales due to lower volumes and pricing.

Previous report

Revenue from Fuel Station Services increased by $33.7 million, or 38%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This is primarily due to an increase in revenues from RIN and LCFS minting services of $14.6 million from higher volumes from new supply from facilities coming online (Biotown, Emerald), a $17 million increase in third party RIN sales due to increases in volumes and RIN pricing, a $1.8 million increase in third party sales of LCFSs, an increase of $5.8 million in brown gas sales due to increases in price volumes, $2.1 million increase from service revenues offset by decrease in construction revenues of $7.6 million.

Previous report

Revenue from Renewable Power decreased by $8.4 million, or 19%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This change was attributable primarily to loss of revenues of $7.1 million from the conversion of two of our Renewable facilities into RNG facilities and planned shut down of one of our facilities and $1.4 million of lower revenues from sale of ISCC Carbon Credits and RECs.

Previous report

Cost of sales from RNG Fuel increased by $4.2 million, or 19%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This is primarily due to a $0.8 million increase from royalties on higher environmental credit sales and $3.6 million from Prince William coming online in second quarter of 2024.

Previous report

Cost of sales from Fuel Station Services increased by $15.2 million, or 19%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This is primarily due to an increase of $20.4 million in higher dispensing fees due to higher environmental credit sales, $2.6 million in FPA tolling expense offset by savings of $8.4 million in equipment, parts and construction costs, in line with the decrease in construction revenues.

Previous report

Cost of sales from Renewable Power decreased by $3.3 million, or 30%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This is primarily due to decrease of $1.5 million from conversion of two Renewable Power facilities to RNG facilities, $1.1 million in utilities, $1.3 million in major maintenance expenses offset by higher royalty expense of $0.4 million.

Previous report

Cost of sales from Renewable Power decreased by $2.3 million, or 8%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This is primarily due to $3.7 million savings from conversion of two of our Renewable Power facilities into RNG facilities offset by higher royalty expense of $1.1 million.

Previous report

Project development and startup costs increased by $6.6 million, or 165%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This is primarily due to virtual pipeline costs for Prince William and ITC transaction related expenses.

Previous report

Selling, general, and administrative expenses decreased by a total of $0.6 million, or 4%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This is primarily due to decrease in cash and stock based compensation expense.

Previous report

Selling, general, and administrative expenses remained flat for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Previous report

Net income attributable to equity method investments increased by $10.4 million or 725% for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This is primarily attributable to Emerald coming online in the second half of 2023 and higher net income from Pine and Noble Road.

Previous report

Interest and financing expenses, net increased by $2.1 million, or 74%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This is primarily due to an increase of 2.4 million in interest expense on the OPAL Term Loan due after the refinancing in third quarter of 2023 resulting in higher borrowing and lower capitalized interest and decrease in interest income of $0.1 million offset by savings of $0.4 million on Convertible Note Payable as it was repaid in September 2023.

Previous report

Interest and financing expenses, net increased by $9.5 million, or 212%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This is primarily due to an increase of $8.7 million in interest expense on the OPAL Term Loan due after the refinancing in third quarter of 2023 resulting in higher outstanding debt balance and lower capitalized interest, a $1.6 million increase in commitment fees and other fees, an $0.4 million increase in interest on finance leases and amortization of deferred financing costs, $0.9 million of lower interest income offset by savings of $1.6 million of interest on Convertible Note Payable which was repaid in full in the third quarter of 2023 and savings of $0.3 million of interest on the Senior Secured Credit Facility as the loan was repaid in full in first quarter of 2023.

Previous report

On May 30, 2023, OPAL Intermediate Holdco 2 assigned to Paragon its rights and obligations under the OPAL Term Loan II. The joint venture partner of Paragon reimbursed the Company $826 as its portion of the transaction costs incurred.

Previous report

The Company expensed the remaining deferred financing costs of $1,895 as loss on debt extinguishment in its condensed consolidated statement of operations for the three and nine months ended September 30, 2023. Additionally, the Company completed a debt restructuring of the OPAL Term Loan in third quarter of 2023 which was accounted for as a debt modification and the Company recorded a loss on debt extinguishment of $953. There was no loss on debt extinguishment for the three and nine months ended September 30, 2024.

Previous report

Change in fair value of derivatives, net increased by $0.4 million, or 301%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This is primarily due to change in fair value of earnout liabilities.

Previous report

Change in fair value of derivatives, net decreased by $3.5 million, or 71%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This is primarily attributable to $4.5 million lower gain on earnout liabilities year over year, an $0.8 million gain recorded on termination of interest rate swaps in 2023 offset by $0.3 million of lower loss on a put option.

Previous report

Other income remained flat for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Previous report

Other income decreased by $121.9 million, or 99%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This is primarily attributable to $122.9 million gain recorded on deconsolidation of VIEs in 2023, offset by $0.6 million higher gain on transfer of non-financial assets to a vendor, and $0.3 million lower loss on warrant exchange compared to prior year.

Showing the first 40 of 50 passages. Open the source sections for the rest.

Reworded paragraphs (43)

Previous wording

In this Management's Discussion and Analysis of Financial Condition and Results of Operations section, references to "OPAL", "we", "us", "our", and the "Company" refer to OPAL Fuels Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in conjunction with the Company's unaudited condensed consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023, and the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K, which was filed with the SEC on March 15, 2024. In addition to historical information, this discussion and analysis includes certain forward-looking statements which reflect our current expectations. The Company's actual results may materially differ from these forward-looking statements.

Current wording

In this Management's Discussion and Analysis of Financial Condition and Results of Operations section, references to "OPAL," "we," "us," "our," and the "Company" refer to OPAL Fuels Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024, and the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 17, 2025. In addition to historical information, this discussion and analysis includes certain forward-looking statements which reflect our current expectations. The Company's actual results may materially differ from these forward-looking statements.

Previous wording

The Company is a vertically integrated leader in the capture and conversion of biogas into low carbon intensity renewable natural gas (RNG) and Renewable Power. 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. RNG is chemically identical to the natural gas used for cooking, heating homes and fueling natural gas engines, but it is produced by recycling methane emissions created by decaying organic waste. We have participated in the biogas-to-energy industry for over 25 years.

Current wording

The Company is a vertically integrated leader in the capture and conversion of biogas into low carbon intensity Renewable Power and RNG. 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. RNG is chemically identical to the natural gas used for cooking, heating homes and fueling natural gas engines, with one significant difference: RNG is produced by recycling methane emissions created by decaying organic waste as opposed to natural gas which is a fossil fuel pumped from the ground. We have participated in the biogas-to-energy industry for over 20 years.

Previous wording

Biogas is generated by microbes as they break down organic matter in the absence of oxygen. Biogas is comprised of non-fossil waste gas, with high concentrations of methane, which is the primary component of RNG and the source for combustion utilized by Renewable Power plants to generate electricity. Biogas can be collected and processed to remove impurities for use as RNG (a form of high-Btu fuel) and injected into existing natural gas pipelines as it is fully interchangeable with fossil natural gas. Partially treated biogas can be used directly in heating applications (as a form of medium-Btu fuel) or in the production of Renewable Power. Our principal sources of biogas are (i) landfill gas, which is produced by the decomposition of organic waste at landfills, and (ii) dairy manure, which is processed through anaerobic digesters to produce the biogas.

Current wording

Biogas is generated by microbes as they break down organic matter in the absence of oxygen, and is comprised of non-fossil waste gas, with high concentrations of methane, which is the primary component of RNG and the source for combustion utilized by Renewable Power plants to generate electricity. Biogas can not only be collected and processed to remove impurities for use as RNG (a form of high-Btu fuel) and injected into existing natural gas pipelines as it is fully interchangeable with fossil natural gas, but partially treated biogas can be used directly in heating applications (as a form of medium-Btu fuel) or in the production of Renewable Power. Our principal sources of biogas are (i) landfill gas, which is produced by the decomposition of organic waste at landfills, and (ii) dairy manure, which is processed through anaerobic digesters to produce the biogas.

Previous wording

We also design, develop, construct, operate and service Fueling Stations for trucking fleets across the country that use natural gas to displace diesel as their transportation fuel. We have participated in the alternative vehicle fuels industry for approximately 13 years and have established an expanding network of Fueling Stations for dispensing RNG. In addition, we have recently begun implementing design, development, and construction services for hydrogen fueling stations, and we are pursuing opportunities to diversify our sources of biogas to other waste streams.

Current wording

We also design, develop, construct, operate and service Fueling Stations for trucking fleets across the country that use natural gas to displace diesel as their transportation fuel. We have participated in the alternative vehicle fuels industry for over a decade and have established an expanding network of Fueling Stations for dispensing RNG. In addition, we have recently begun implementing design, development, and construction services for hydrogen fueling stations, and we are pursuing opportunities to diversify our sources of biogas to other waste streams.

Previous wording

As of September 30, 2024, we owned and operated 25 projects, 10 of which are RNG projects and 15 of which are Renewable Power projects. As of that date, our RNG projects in operation had a design capacity of 7.8 million MMBtus per year and our Renewable Power projects in operation had a nameplate capacity of 105.8 MW per hour. In addition to these projects in operation, we are actively pursuing expansion of our RNG-generating capacity and, accordingly, have a portfolio of RNG projects in construction as well as a portfolio of projects in development, with six of our current Renewable Power projects being considered candidates for conversion to RNG projects in the foreseeable future.

Current wording

As of March 31, 2025, we owned and operated 26 projects, 11 of which are RNG projects and 15 of which are Renewable Power Projects. As of that date, our RNG projects in operation had a design capacity of 8.8 million MMBtus per year and our Renewable Power Projects in operation had a nameplate capacity of 105.8 MW per hour. In addition to these projects in operation, we are actively pursuing expansion of our RNG-generating capacity and, accordingly, have a portfolio of RNG projects in construction or in development, with six of our current Renewable Power Projects being considered candidates for conversion to RNG projects in the foreseeable future.

Previous wording

The discussion and analysis of our financial condition and results of operations is based upon our interim unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and the rules and regulations of the SEC, which apply to interim financial statements. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues, expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.

Current wording

The discussion and analysis of our financial condition and results of operations is based upon our interim unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and the rules and regulations of the SEC, which apply to interim financial statements. The preparation of those financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues, costs and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.

Previous wording

The principal factors affecting our results of operations and financial condition are the markets for RNG, Renewable Power, and associated Environmental Attributes, and access to suitable biogas production resources. Additional factors and trends affecting our business are discussed in "Risk Factors" elsewhere in this report.

Current wording

The principal factors affecting our results of operations and financial condition are the markets for RNG, Renewable Power, and associated Environmental Attributes, access to suitable biogas production resources, the regulatory environment of our industry, and the seasonality of demand and pricing for our products. Additional factors and trends affecting our business are discussed in "Risk Factors" elsewhere in this report.

Previous wording

Demand for our converted biogas and associated Environmental Attributes, including RINs and LCFS credits, is heavily influenced by United States federal and state energy regulations together with commercial interest in renewable energy products. Markets for RINs and LCFS credits arise from regulatory mandates that require refiners and blenders to incorporate renewable content into transportation fuels. The EPA annually sets proposed renewable volume obligations ("RVOs") for D3 (cellulosic biofuel with a 60% greenhouse gas (“GHG”) reduction requirement) RINs in accordance with the mandates established by the Energy Independence and Security Act of 2007. In June 2023, the EPA set RVOs for 2023 through 2025 via a new Set rule. This 3 year RVO is expected to reduce volatility in RIN pricing for the associated period. On the state level, the economics of RNG are enhanced by low-carbon fuel initiatives, particularly well-established programs in California and Oregon (with several other states also actively considering LCFS initiatives similar to those in California, Washington and Oregon). Federal and state regulatory developments could result in significant future changes to market demand for the RINs and LCFS credits we produce. This would have a corresponding impact to our revenue, net income, and cash flow.

Current wording

In June 2023, the EPA set RVOs for 2023 through 2025 via a new Set rule. This 3 year RVO is expected to reduce volatility in RIN pricing for the associated period. On the state level, the economics of RNG are enhanced by low-carbon fuel initiatives, particularly well-established programs in California, Washington and Oregon (with several other states also actively considering LCFS initiatives similar to those in California, Washington and Oregon). Federal and state regulatory developments could result in significant future changes to market demand for the RINs and LCFS credits we produce. This would have a corresponding impact to our revenue, net income, and cash flow.

Previous wording

Transportation, including heavy-duty trucking, generates approximately 30% of overall CO₂ and other climate-harming GHG emissions in the United States, and transitioning this sector to low and negative carbon fuels is a critical step towards reducing overall global GHG emissions. The adoption rate of RNG-powered vehicles by commercial transportation fleets will significantly impact demand for our products.

Current wording

Transportation, including heavy-duty trucking, generates approximately 30% of overall carbon dioxide and other climate-harming GHG emissions in the United States, and transitioning this sector to low and negative carbon fuels is a critical step towards reducing overall global GHG emissions. The adoption rate of RNG-powered vehicles by commercial transportation fleets will significantly impact demand for our products.

Previous wording

We operate in an industry that is subject to and currently benefits from environmental regulations. Government policies can increase demand for our products by providing incentives to purchase RNG and Environmental Attributes. These government policies are modified and in flux constantly and any adverse changes to these policies could have a material effect the demand for our products. For more information, see the risk factor in our Annual Report on Form 10-K for the year ended December 31, 2023 titled"The financial performance of our business depends upon tax and other government incentives for the generation of RNG and Renewable Power, any of which could change at any time and such changes may negatively impact our growth strategy." Government regulations have become increasingly stringent and complying with changes in regulations may result in significant additional operating expenses.

Current wording

We operate in an industry that is subject to and currently benefits from environmental regulations. Government policies can increase demand for our products by providing incentives to purchase RNG and Environmental Attributes. These government policies are modified and in flux constantly and any adverse changes to these policies could have a material effect on the demand for our products. For more information, see our risk factor in our Annual Report on Form 10-K for the year ended December 31, 2024 titled"The financial performance of our business depends upon tax and other government incentives for the generation of RNG and Renewable Power, any of which could change at any time and such changes may negatively impact our growth strategy." Government regulations have become increasingly stringent and complying with changes in regulations may result in significant additional operating expenses.

Previous wording

•Fuel Station Services. Through its Fuel Station Services segment, we provide construction and maintenance services to third-party owners of vehicle Fueling Stations and performs fuel dispensing activities including generation and minting of environmental credits. This segment includes:

Current wording

•Fuel Station Services. Through our Fuel Station Services segment, we provide construction and maintenance services to third-party owners of vehicle Fueling Stations and perform fuel dispensing activities including generation and minting of environmental credits. This segment includes:

Previous wording

◦Design/Build contracts where the Company serves as general contractor for construction of Fueling Stations, typically structured as Guarantee Maximum Price or fixed priced contracts for customers, generally lasting less than one year;

Current wording

◦Design/Build contracts where we serve as general contractor for construction of Fueling Stations, typically structured as Guarantee Maximum Price or fixed priced contracts for customers, generally lasting less than one year;

Previous wording

•Renewable Power Portfolio. The Renewable Power segment generates Renewable Power and associated Environmental Attributes such as ISCC Carbon Credits and RECs through combustion of biogas from landfills which is then sold to public utilities throughout the United States. Please see Note 18. Subsequent Events to our condensed consolidated financial statements for additional information.

Current wording

•Renewable Power. The Renewable Power segment generates renewable power and associated Environmental Attributes such as ISCC Carbon Credits and RECs through combustion of biogas from landfills which is then sold to public utilities throughout the United States.

Previous wording

•Renewable Power. Includes land usage costs; service provider costs; salaries and other indirect expenses related to the production process; utilities; and depreciation of production facilities.

Current wording

•Renewable Power. Includes royalty payments; land usage costs; service provider costs; salaries and other indirect expenses related to the production process; utilities; and depreciation of production facilities.

Previous wording

(1)Relates to sales of Environmental Attributes under Purchase and Sale agreement with NextEra.

Current wording

(1)Relates to sales of Environmental Attributes under Purchase and Sale agreements and Renewable Power sale agreements with NextEra.

Previous wording

The following table summarizes the operational data achieved for the three and nine months ended September 30, 2024 and 2023:

Current wording

The following table summarizes the operational data achieved for the three months ended March 31, 2025 and 2024:

Previous wording

(1) Nameplate Capacity for Renewable Power facilities is the manufacturer’s expected capacity at ISO conditions for each facility and may not reflect actual production from the projects, which depends on many variables including, but not limited to, (i) quantity and quality of the biogas, (ii) operational up-time of the facility, including dispatch and maintenance downtime and (iii) actual efficiency of the facility.

Current wording

(1) Design Capacity for Renewable Power facilities is the manufacturer’s expected capacity at ISO conditions for each facility and may not reflect actual production from the projects, which depends on many variables including, but not limited to, (i) quantity and quality of the biogas, (ii) operational up-time of the facility, including dispatch and maintenance downtime and (iii) actual efficiency of the facility.

Previous wording

(2) Nameplate Capacity Utilization for Renewable Power facilities is measured as Renewable Power Produced divided by Design Capacity for the period. Given (i) built-in un-utilized capacity from historical designs, (ii) availability (a function of higher maintenance requirements compared to RNG facilities) and (iii) commencement of operations of the Emerald RNG facility, which will result in low levels of dispatch for the Arbor Hills facility (which will operate on a standby basis but remain in the operating portfolio), the Company’s Design Capacity Utilization is expected to remain below 50%.

Current wording

(2) Design Capacity Utilization for Renewable Power facilities is measured as Renewable Power Produced divided by Design Capacity for the period. Given (i) built-in un-utilized capacity from historical designs, (ii) availability (a function of higher maintenance requirements compared to RNG facilities) and (iii) commencement of operations of the Emerald RNG facility, which will result in low levels of dispatch for the Arbor Hills facility (which will operate on a standby basis but remain in the operating portfolio), the Company’s Design Capacity Utilization is expected to remain below 50%.

Previous wording

(5)Expected Commercial Operation Date (“COD”) for commencement of the RNG projects in construction is based on the Company’s estimate as of the date of this report. CODs are estimates and are subject to change as a result of, among other factors out of the Company’s control: (i) regulatory/permitting approval timing, (ii) disruption in supply chains and (iii) construction timing.

Current wording

(4)Expected Commercial Operation Date (“COD”) for commencement of the RNG projects in construction is based on the Company’s estimate as of the date of this report. CODs are estimates and are subject to change as a result of, among other factors out of the Company’s control: (i) regulatory/permitting approval timing, (ii) disruption in supply chains and (iii) construction timing.

Previous wording

(6)Please see Part II, Item 1: Legal Proceedings and Note 17 -Commitments and Contingencies to the financial statements.

Current wording

(5)Please see Part II, Item 1: Legal Proceedings and Note 12 -Commitments and Contingencies to the financial statements.

Previous wording

(7) The construction of the Cottonwood and Burlington projects began in the second and third quarters of 2024, respectively, and is expected to be completed on a time frame consistent with our other RNG projects - approximately 18-20 months.

Current wording

(6) The construction of the Cottonwood, Burlington, and Kirby Canyon projects began in the second, third, and fourth quarters of 2024, respectively.

Previous wording

Comparison of the Three and Nine Months Ended September 30, 2024 and 2023

Current wording

Comparison of the Three Months Ended March 31, 2025 and 2024

Previous wording

The following table presents the period-over-period change for each line item in the Company's statement of operations for the three and nine months ended September 30, 2024 and 2023.

Current wording

The following table presents the period-over-period change for each line item in the Company's statement of operations for the three months ended March 31, 2025 and 2024.

Previous wording

(1)Revenues from Environmental Attributes in the RNG Fuel segment relate to revenues earned from sales of RINs and LCFSs. Revenues from RNG marketing in the Fuel Station Services segment relate to fees associated with generation and sales of RINs and LCFSs.

Current wording

(2) Revenues from RNG marketing in the Fuel Station Services segment relate to revenues earned from sales of RINs and LCFSs, as well as revenue from Environmental Attribute generation and monetization services.

Previous wording

(2)Revenues from Environmental Attributes in the Renewable Power segment include revenues earned from sales of ISCC Carbon Credits and RECs.Please see Note 18. Subsequent Events to our condensed consolidated financial statements for additional information.

Current wording

(3)Revenues from Environmental Attributes in the Renewable Power segment include revenues earned from sales of ISCC carbon sales and RECs.

Previous wording

Revenue from Fuel Station Services increased by $8.1 million, or 22%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This is primarily due to an increase in revenues from RIN and LCFS minting services of $3.9 million from higher volumes (Emerald ramp-up, Biotown), a $3.6 million increase in third party RIN sales due to increases in volumes and RIN pricing, a $1.1 million increase in third party sales of LCFSs, an increase of $3.1 million in brown gas sales due to increases in price and volumes, a $1.1 million increase from service revenues, partially offset by a $4.8 million decrease in construction revenues.

Current wording

Revenue from Fuel Station Services increased by $13.5 million, or 36%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This is primarily due to a $3.4 million increase in revenues from RIN and LCFS minting services from increased volumes related to our new RNG facilities (Prince William, Sapphire, and Polk), a $2.0 million increase in third party RIN sales primarily due to increased volumes, a $7.6 million increase in third party sales of LCFSs related to timing of inventory sales, an increase of $1.7 million in brown gas sales due to increases in price and volumes, a $2.0 million increase from service revenues, partially offset by a $3.1 million decrease in construction revenues due to timing of projects reaching completion.

Previous wording

Revenue from Renewable Power decreased by $0.9 million, or 7%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This is primarily due to loss of revenues of $0.9 million from the conversion of two of our Renewable Power facilities into RNG facilities, $1.0 million from decrease in electricity pricing year over year, which is partially offset by an $0.9 million increase in revenues from sale of ISCC carbon credits.

Current wording

Revenue from Renewable Power decreased by $3.0 million, or 29%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This is primarily due to loss of revenues from the sale of ISCC Carbon Credits, for which the contract ended in the fourth quarter of 2024 due to change in EU law.

Previous wording

Cost of sales from RNG Fuel increased by $1.7 million, or 21%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This is primarily due to Prince William coming online in second quarter of 2024.

Current wording

Cost of sales from RNG Fuel increased by $3.8 million, or 46%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This is primarily due to Prince William coming online in the second quarter of 2024 and Polk coming online in the fourth quarter of 2024.

Previous wording

Cost of sales from Fuel Station Services increased by $1.7 million, or 5%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This is primarily due to an increase of $4.9 million in higher dispensing fees due to higher environmental credit sales, $1.7 million in FPA tolling expense offset by savings of $4.6 million in equipment, parts and construction costs, which are in line with the decrease in construction revenues.

Current wording

Cost of sales from Fuel Station Services increased by $9.4 million, or 31%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This is primarily due to an increase of $11.2 million in higher dispensing fees due to increased volume and sale of environmental credits, and $1.5 million in FPA tolling expense, offset by savings of $3.2 million in equipment, parts construction and other costs, which are in line with the decrease in construction revenues.

Previous wording

Project development and startup costs increased by $5.8 million, or 598%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This is primarily due to virtual pipeline costs for Prince William and ITC transaction related expenses.

Current wording

Project development and startup costs increased by $5.3 million, or 675%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This is primarily due to virtual pipeline costs for Prince William and Polk, and project development costs for Central Valley.

Previous wording

Depreciation, amortization, and accretion increased by a total of $1.0 million, or 26%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This is primarily due to depreciation expense on Prince William which became operational in the second quarter of 2024.

Current wording

Depreciation, amortization, and accretion increased by a total of $2.2 million, or 60%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This is primarily due to depreciation expense on Prince William and Polk, which became operational in the second and fourth quarters of 2024, respectively.

Previous wording

Net income attributable to redeemable non-controlling interests

Current wording

Net income attributable to equity method investments decreased by $4.9 million, or 117%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This is primarily attributable to a decrease in the realized price of RINs sold in the first quarter of 2025 as compared with those sold in the first quarter of 2024 on operating facilities (Emerald, Pine, Noble, and BioTown) and our share of non-capitalizable expenses incurred on facilities currently under construction (Atlantic and Burlington).

Previous wording

Net income attributable to equity method investments increased by $2.1 million, or 121%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This is primarily attributable to Emerald coming online in the second half of 2023.

Current wording

Interest and financing expenses, net increased by $2.1 million, or 53%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This is primarily due to an increase in the drawn balance of the OPAL Term Loan.

Previous wording

Income tax benefit increased by $8.9 million or 100% for three months ended September 30, 2024 compared to the three months ended September 30, 2023. This is primarily due to receipt of $8.9 million of net proceeds from sale of ITC credits to a counter party in the third quarter of 2024.

Current wording

Income tax benefit increased by $8.0 million or 100% for three months ended March 31, 2025 compared to the three months ended March 31, 2024. This is primarily due to receipt of net proceeds from sale of ITC credits related to the Sapphire facility in the first quarter of 2025.

Previous wording

Net income attributable to redeemable non-controlling interests increased by $14.1 million, or 670%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The net income for the three months ended September 30, 2024 and 2023 reflects the portion of earnings belonging to OPAL Fuels equity holders. The decrease is primarily attributable to lower net income in the current period compared to the same prior-year period.

Current wording

Net loss attributable to redeemable non-controlling interests decreased by $0.5 million, or 28%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The net loss for the three months ended March 31, 2025 and 2024 reflects the portion of earnings belonging to OPAL Fuels equity holders. The decrease is primarily attributable to higher net income in the current period compared to the same prior-year period.

Previous wording

We expect that our available cash together with our other assets, expected cash flows from operations, available lines of credit under various debt facilities and access to expected sources of capital will be sufficient to meet our existing commitments for a period of at least twelve months from the date of this report. Any reduction in demand for our products or our ability to manage our production facilities may result in lower cash flows from operations which may impact our ability to make investments and may require changes to our growth plan.

Current wording

We expect that our available cash together with our other assets, expected cash flows from operations, and access to expected sources of capital will be sufficient to meet our existing commitments for a period of at least twelve months from the date of this report. Any reduction in demand for our products or our ability to manage our production facilities may result in lower cash flows from operations which may impact our ability to make investments and may require changes to our growth plan.

Previous wording

The following table presents the Company's cash flows for the nine months ended months ended September 30, 2024 and 2023:

Current wording

The following table presents the Company's cash flows for the three months ended months ended March 31, 2025 and 2024:

Previous wording

Net cash provided by operating activities for the nine months ended September 30, 2024 was $31.9 million, an increase of $27.1 million compared to $4.8 million for the nine months ended September 30, 2023. The increase in cash provided by operating activities was attributable to higher operating income year over year driven by increase in revenues, increase of $13.6 million from distributions from equity method investments offset by negative working capital changes of $11.6 million.

Current wording

Net cash provided by operating activities for the three months ended March 31, 2025 was $29.7 million, an increase of $16.0 million compared to $13.7 million for the three months ended March 31, 2024. The increase in cash provided by operating activities was attributable to higher operating income driven by increase in revenues, positive working capital changes of $10.0 million, and an increase of $8.8 million in non-cash expenses, offset by a decrease of $3.5 million from distributions from equity method investments.

Showing the first 40 of 43 pairs. Open the source sections for the rest.

Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

Demand for our converted biogas and associated Environmental Attributes, including RINs and LCFS credits, is heavily influenced by United States federal and state energy regulations together with commercial interest in renewable energy products. Markets for RINs and LCFS credits arise from regulatory mandates that require refiners and blenders to incorporate renewable content into transportation fuels. The EPA annually sets proposed renewable volume obligations ("RVOs") for D3 RINs in accordance with the mandates established by the Energy Independence and Security Act of 2007.

Current report — wording carried from elsewhere

Results of Operations for the Three Months Ended March 31, 2025 and 2024

Current report — wording carried from elsewhere

(1)Revenues from Environmental Attributes in the RNG Fuel segment relate to revenues earned from sales of RINs and LCFSs.

Current report — wording carried from elsewhere

Net income attributable to non-redeemable non-controlling interests
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Depreciation, amortization, and accretion increased by a total of $1.7 million, or 16%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This is primarily due to depreciation expense on Prince William which became operational in the second quarter of 2024.

Previous report — wording carried elsewhere

Net income attributable to redeemable non-controlling interests decreased by $73.5 million, or 88%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, and reflects the portion of earnings belonging to OPAL Fuels equity holders. The decrease is primarily attributable to lower net income in the current period compared to the same prior-year period.