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OPAL Fuels Inc

For the period ended Sep 30, 2024. Filed Nov 12, 2024.

View on SEC.gov

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.

Sep 30, 2024 · Filed Nov 12, 2024

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 153 previous paragraphs and 167 current paragraphs.

97 unchanged; 46 reworded; 23 added; 8 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 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 (23)

Current 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.

Current 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.

Current 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.

Current 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.

Current 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.

Current 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.

Current 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.

Current 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.

Current 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.

Current report

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

Current report

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

Current report

(4) Construction of the Fall River project has been delayed due to permitting issues.

Current 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.

Current 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.

Current 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.

Current 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.

Current report

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

Current report

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 report

Income tax benefit increased by $8.9 million or 100% for nine months ended September 30, 2024 compared to the nine 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.
Removed paragraphs (8)

Previous report

Results of Operations for the three and six months ended June 30, 2024 and 2023:

Previous report

(5) Utilization of Inlet Gas (%) is lower for the three and six months ended June 30, 2024 primarily due to Emerald RNG project which is in the start up phase as it commenced operations in the fourth quarter of 2023.

Previous report

(4)It is expected to complete construction in the fourth quarter of 2024.

Previous report

Cost of sales from Renewable Power increased by $0.1 million, or 2%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023.

Previous report

Selling, general, and administrative expenses increased by a total of $0.9 million, or 7%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to an increase of $0.5 million in compensation expense and $0.4 million in corporate expenses such as marketing and professional fees.

Previous report

Selling, general, and administrative expenses increased by a total of $0.5 million, or 2%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to an increase in compensation costs.

Previous report

Net (loss) income attributable to redeemable non-controlling interests
Reworded paragraphs (46)

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 June 30, 2024 and for the three and six months ended June 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 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.

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 harmful 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 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.

Previous wording

As of June 30, 2024, we owned and operated 24 projects, nine 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 5.2 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 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.

Previous wording

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 warrant liabilities, earnout liabilities, put option on a forward purchase agreement, interest rate swaps and commodity swap contracts. Actual results could differ from those estimates.

Current wording

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 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.

Current 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.

Previous wording

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

Current wording

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

Previous wording

(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%.

Current wording

(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%.

Previous wording

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

Current 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.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2024 and 2023

Current wording

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

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 six months ended June 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 and nine months ended September 30, 2024 and 2023.

Previous wording

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

Current 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.

Previous wording

Revenue from RNG Fuel increased by $8.8 million or 83% for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily from a $4.0 million increase from higher volume of sales of RINs, $2.0 million from higher volume of LCFSs sales and a $2.5 million increase from higher RIN pricing compared to the same period prior year.

Current wording

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 wording

Revenue from RNG Fuel increased by $19.8 million, or 114%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to an increase of $9.3 million from higher volumes of RINs sold as the Company made a decision to hold the RINs as inventory at hand in 2023, $8.0 million due to higher RIN pricing year over year after the EPA Set Rule was finalized in the second half of 2023, $2.3 million from the sale of LCFSs and an $0.6 million increase in management fees earned from providing services to equity method entities offset by lower brown gas sales due to a decrease in volumes year over year.

Current wording

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 wording

Revenue from Fuel Station Services increased by $9.3 million, or 31%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to an increase in revenues from RIN and LCFS minting services of $5.0 million from higher volumes (Emerald, Biotown), a $7.1 million increase in third party RIN sales due to increases in volumes and RIN pricing, a $0.6 million increase in third party sales of LCFSs, an increase of $2.5 million in brown gas sales due to increases in price and volumes, a $0.8 million increase from service revenues offset by a decrease in construction revenues of $6.7 million.

Current 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.

Previous wording

Revenue from Fuel Station Services increased by $25.6 million, or 50%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to an increase in revenues from RIN and LCFS minting services of $9.9 million from higher volumes from new supply from facilities coming online (Emerald, Biotown), a $13.3 million increase in third party RIN sales due to increases in volumes and RIN pricing, an $0.7 million increase in third party sales of LCFSs, an increase of $3.7 million in brown gas sales due to increases in price volumes, $1.0 million increase from service revenues offset by decrease in construction revenues of $2.8 million.

Current wording

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 wording

Revenue from Renewable Power decreased by $2.2 million, or 15%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to loss of revenues of $1.3 million from the conversion of two of our Renewable Power facilities into RNG facilities, $1.3 million from decrease in electricity pricing year over year, an $0.6 million decrease in revenues from sale of ISCC carbon credits offset by increase of $1.0 million revenues from higher volumes at one of our Renewable Power facilities.

Current 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.

Previous wording

Revenue from Renewable Power decreased by $7.5 million, or 25%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This change was attributable primarily to loss of revenues of $2.9 million from the conversion of two of our Renewable facilities into RNG facilities and planned shut down of one of our facilities, $2.3 million of lower revenues from sale of ISCC Carbon Credits and RECs, $2.5 million from decrease in electricity pricing offset by higher volumes.

Current wording

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 wording

Cost of sales from RNG Fuel increased by $0.7 million, or 9%, for the three months ended June 30, 2024 compared to the three months ended June 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 $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.

Previous wording

Cost of sales from RNG Fuel increased by $2.5 million, or 18%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to a $1.0 million increase from royalties on higher environmental credit sales, $0.7 million from Prince William coming online in second quarter of 2024, and an $0.8 million increase in operating expenses such as consumables, gas flare expenses and routine maintenance in the current year compared to prior year.

Current wording

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 wording

Cost of sales from Fuel Station Services increased by $3.5 million, or 13%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to an increase of $8.8 million in higher dispensing fees due to higher environmental credit sales offset by savings of $5.5 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 $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.

Previous wording

Cost of sales from Fuel Station Services increased by $13.5 million, or 28%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to an increase of $15.4 million in higher dispensing fees due to higher environmental credit sales offset by savings of $2.3 million in equipment, parts and construction costs, in line with the decrease in construction revenues.

Current wording

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 wording

Cost of sales from Renewable Power increased by $1.0 million, or 6%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to an increase in major maintenance costs and unplanned maintenance at one of our Renewable Power facilities offset by savings from conversion of two of our Renewable Power facilities into RNG facilities and lower royalties and non labor costs.

Current wording

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 wording

Project development and startup costs increased by $1.8 million, or 163%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to virtual pipeline costs for Prince William offset by deconsolidation of Emerald and Sapphire in the second quarter of 2023.

Current 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.

Previous wording

Project development and startup costs increased by $0.7 million, or 24%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to virtual pipeline costs for Prince William offset by deconsolidation of Emerald and Sapphire in the second quarter of 2023.

Current wording

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 wording

Depreciation, amortization, and accretion marginally increased by a total of $0.6 million, or 18%, for the three months ended June 30, 2024 compared to the three months ended June 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 $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.

Previous wording

Depreciation, amortization, and accretion marginally increased by a total of $0.8 million, or 11%, for the six months ended June 30, 2024 compared to the six months ended June 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 $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 wording

Net income attributable to equity method investments increased by $8.3 million or 2832% for the six months ended June 30, 2024 compared to the six months ended June 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.

Current 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.

Previous wording

Net income attributable to equity method investments increased by $4.8 million, or 481%, for the three months ended June 30, 2024 compared to the three months ended June 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.

Current wording

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 wording

Interest and financing expenses, net increased by $4.0 million, or 422%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily due to an increase of $3.5 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, an $0.3 million increase in amortization of deferred financing costs, and higher interest on finance leases.

Current wording

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 wording

Interest and financing expenses, net increased by $7.4 million, or 460%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily due to an increase of $6.3 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 $1.1 million increase in commitment fees and other fees, an $0.6 million increase in interest on finance leases and amortization of deferred financing costs, $0.8 million of lower interest income offset by savings of $1.1 million of interest on a 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.

Current wording

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 wording

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 six months ended June 30, 2023. There was no loss on debt extinguishment for the three and six months ended June 30, 2024.

Current wording

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 wording

Change in fair value of derivatives, net decreased by $3.9 million, or 77%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily attributable to $3.4 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.

Current wording

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 wording

Other income decreased by $121.9 million, or 99%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This is primarily attributable to $122.9 million gain recorded on deconsolidation of VIEs in 2023, offset by $0.7 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.

Current wording

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.

Previous wording

Net income attributable to redeemable non-controlling interests decreased by $94.2 million, or 101%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The net income for the three months ended June 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 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.

Previous wording

Net (loss) income attributable to redeemable non-controlling interests decreased by $87.6 million, or 103%, for the six months ended June 30, 2024 compared to the six months ended June 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.

Current wording

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.

Previous wording

Net income (loss) attributable to non-redeemable non-controlling interests increased by $0.4 million, or 207%, for the three months ended June 30, 2024 compared to three months ended June 30, 2023. This reflects the joint venture partners' income (loss) in certain RNG facilities in which we sold a portion of our ownership interests but are consolidated in our financial statements. These entities for the three months ended June 30, 2024 were Sunoma and Central Valley. The entities for the three months ended June 30, 2023 were Sunoma, Central Valley and two months of Emerald and Sapphire. The increase was primarily attributable to higher net income earned by Sunoma and lower net loss upon deconsolidation of Emerald and Sapphire in May 2023.

Current wording

Net income (loss) attributable to non-redeemable non-controlling interests increased by $0.2 million, or 355%, for the three months ended September 30, 2024 compared to three months ended September 30, 2023. This reflects the joint venture partners' income (loss) in certain RNG facilities in which we sold a portion of our ownership interests but are consolidated in our financial statements. These entities for the three months ended September 30, 2024 were Sunoma and Central Valley. The entities for the three months ended September 30, 2023 were Sunoma and Central Valley. The increase was primarily attributable to higher net income earned by Sunoma.

Previous wording

Net income (loss) attributable to non-redeemable non-controlling interests for the six months ended June 30, 2024 increased by $0.7 million or 141%, compared to six months ended June 30, 2023. This reflects the joint venture partners' income (loss) in certain RNG facilities in which we sold a portion of our ownership interests but are consolidated in our financial statements. These entities for the six months ended June 30, 2024 were Sunoma and Central Valley. The entities for the six months ended June 30, 2023 included Sunoma and Central Valley for the full six months and Emerald and Sapphire up to May 30, 2023. The increase was primarily attributable to higher net income earned by Sunoma and lower net loss upon deconsolidation of Emerald and Sapphire in May 2023.

Current wording

Net income (loss) attributable to non-redeemable non-controlling interests for the nine months ended September 30, 2024 increased by $0.9 million or 162%, compared to nine months ended September 30, 2023. This reflects the joint venture partners' income (loss) in certain RNG facilities in which we sold a portion of our ownership interests but are consolidated in our financial statements. These entities for the nine months ended September 30, 2024 were Sunoma and Central Valley. The entities for the nine months ended September 30, 2023 included Sunoma and Central Valley for the full nine months and Emerald and Sapphire up to May 30, 2023. The increase was primarily attributable to higher net income earned by Sunoma and lower net loss upon deconsolidation of Emerald and Sapphire in May 2023.

Previous wording

Redeemable preferred non-controlling interests decreased by $0.2 million for the three months ended June 30, 2024 compared to three months ended June 30, 2023. They carry an 8% dividend payable quarterly. This decrease is primarily due to lower interest accrued on paid-in-kind interest in the current period compared to the same prior-year period as the dividends are being paid quarterly instead of being paid-in-kind.

Current wording

Dividends on Redeemable preferred non-controlling interests decreased by $0.2 million for the three months ended September 30, 2024 compared to three months ended September 30, 2023. They carry an 8% dividend payable quarterly. This decrease is primarily due to lower interest accrued on paid-in-kind interest in the current period compared to the same prior-year period as the dividends are being paid quarterly instead of being paid-in-kind.

Previous wording

Redeemable preferred non-controlling interests decreased by $0.4 million for the six months ended June 30, 2024 compared to six months ended June 30, 2023. They carry an 8% dividend payable quarterly. This decrease is primarily due to lower interest accrued on paid-in-kind interest in the current period compared to the same prior-year period as the dividends are being paid quarterly instead of being paid-in-kind.

Current wording

Dividends on Redeemable preferred non-controlling interests decreased by $0.5 million for the nine months ended September 30, 2024 compared to nine months ended September 30, 2023. They carry an 8% dividend payable quarterly. This decrease is primarily due to lower interest accrued on paid-in-kind interest in the current period compared to the same prior-year period as the dividends are being paid quarterly instead of being paid-in-kind.

Previous wording

As of June 30, 2024, our liquidity consisted of cash and cash equivalents including restricted cash of $22.4 million and $8.6 million of short term investments. Additionally, we have availability of $238.4 million under the delayed draw term loan and $36.3 million under the revolver facility under the OPAL Term Loan.

Current wording

As of September 30, 2024, our liquidity consisted of cash and cash equivalents including restricted cash of $24.2 million and short term investments of $10.7 million.. Additionally, we have availability of $218.4 million under the delayed draw term loan and $35.9 million under the revolver facility under the OPAL Term Loan.

Showing the first 40 of 46 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

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

Previous report — wording carried elsewhere

Change in fair value of derivatives, net decreased by $0.4 million, or 33%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily attributable to $0.8 million of gain recorded on termination of interest rate swaps in June 2023 offset by $0.4 million of lower gain on earnout liabilities in June 2024.

Previous report — wording carried elsewhere

Other income decreased by $122.7 million, or 100%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This is primarily attributable to $122.9 million gain recorded on deconsolidation of Emerald and Sapphire in 2023 offset by $0.3 million higher gain on transfer of non-financial assets to a vendor.