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OPAL Fuels Reports First Quarter 2025 Results

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WHITE PLAINS, N.Y.--(BUSINESS WIRE)-- (“OPAL Fuels� or the “Company�) (Nasdaq: OPAL) today announced financial and operating results for the three months ended March 31, 2025.

“First quarter results were in-line with expectations as we continue to execute on our strategic and operational goals and we are on track to achieve our full year outlook set in March,� said Adam Comora, co-CEO. “Despite the uncertainties arising from the macro and policy environment, our operations remain solid and industry fundamentals continue to make RNG an attractive sector long-term. Capturing and converting methane emissions from organic waste is readily acknowledged as an effective and attractive option to decarbonize the Class 8 truck market today."

"Our two RNG facilities which we brought online in the fourth quarter of 2024 are performing as expected through their respective ramp-up periods and support our full-year production target," said co-CEO Jonathan Maurer. "We’re also pleased that we completed our second ITC sale in the first quarter and expect additional sales later this year. With respect to our Fuel Station Services segment we saw solid first quarter results and expect this trend to continue for the remainder of 2025."

“Landfill RNG assets have visible and stable growth with minimal ongoing capital requirements, thus generating significant free cash flow during their operations. We continue to believe that the outlook for OPAL Fuels is strong and our focus on the disciplined execution of our growth strategy is creating meaningful shareholder value," continued Maurer.

Financial Highlights

  • Revenue for the three months ended March 31, 2025, was $85.4 million, an increase of 31% compared to the prior-year period.
  • Net income for the three months ended March 31, 2025, was $1.3 million, compared to $0.7 million in the same period last year.
  • Basic and diluted net loss per share attributable to Class A common shareholders for the three months ended March 31, 2025 were $0.01 compared to $0.01 in the comparable period last year.
  • Adjusted EBITDA1 for the three months ended March 31, 2025, was $20.2 million compared to $15.2 million in the comparable period last year.
  • At March 31, 2025, RNG Pending Monetization totaled $15.1 million.
  • Completed sale of $8.9 million of IRA Investment Tax Credits.

Operational Highlights

  • RNG produced was 1.1 million MMBtu for the three months ended March 31, 2025, an increase of 38% compared to the prior-year period.2
  • The Fuel Station Services segment sold, dispensed, and serviced an aggregate of 40.6 million GGEs of transportation fuel for the three months ended March 31, 2025, an increase of 16% compared to the prior-year period. Of this amount, RNG dispensed as a transportation fuel was 19.5 million GGEs, an increase of 19% compared to the prior-year period.
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1 This is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to its comparable GAAP financial measure has been provided in the financial tables included in this press release. An explanation of this measure and how it is calculated is also included below under the heading “Non-GAAP Financial Measures."

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2 Represents OPAL Fuels' proportional share with respect to RNG projects owned with joint venture partners.

Construction Update

  • The Atlantic RNG project remains on schedule to commence commercial operations in third quarter 2025. This project represents approximately 0.3 million MMBtu for OPAL Fuelsâ€� 50% ownership share of annual design capacity.3,4
  • The Burlington, Cottonwood, and Kirby RNG projects, representing an aggregate annual design capacity of 1.8 million MMBtu for OPAL's share, remain on schedule and are expected to commence commercial operations in 2026.
  • Completion of construction at two dairy projects in California (Hilltop and Vander Schaaf) continues to be delayed due to a dispute with the prior Engineering, Procurement and Construction contractor over a series of change order requests.5
  • At March 31, 2025, we had 45 fueling stations under construction including 19 owned by OPAL.

Guidance

  • We maintain full year 2025 guidance.
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3 Design capacity is the annual design output for each facility and may not reflect actual production from the projects, which depends on many variables including, but not limited to, quantity and quality of the biogas, operational up-time of the facility, and actual productivity of the facility.

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4 Represents OPAL Fuels' proportional share with respect to RNG projects owned with joint venture partners.

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5 For more information, please see the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025.

Results of Operations

(in thousands of dollars, except RNG Fuel data)

Ìý

Three Months Ended March 31,

Ìý

Ìý

Ìý

2025

Ìý

Ìý

Ìý

2024

Ìý

Revenue

Ìý

Ìý

Ìý

Ìý

RNG Fuel

Ìý

$

27,599

Ìý

Ìý

Ìý

17,727

Ìý

Fuel Station Services

Ìý

Ìý

50,678

Ìý

Ìý

Ìý

37,142

Ìý

Renewable Power

Ìý

Ìý

7,130

Ìý

Ìý

Ìý

10,083

Ìý

Total Revenue (1)

Ìý

$

85,407

Ìý

Ìý

$

64,952

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Cost of sales

Ìý

$

58,637

Ìý

Ìý

$

47,931

Ìý

Project development and startup costs

Ìý

$

6,081

Ìý

Ìý

$

785

Ìý

Other operating expenses (2)

Ìý

$

22,631

Ìý

Ìý

$

12,666

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Net income

Ìý

$

1,284

Ìý

Ìý

$

677

Ìý

Adjusted EBITDA (3)

Ìý

Ìý

Ìý

Ìý

RNG Fuel (4)

Ìý

Ìý

19,805

Ìý

Ìý

Ìý

15,841

Ìý

Fuel Station Services

Ìý

Ìý

11,219

Ìý

Ìý

Ìý

7,018

Ìý

Renewable Power

Ìý

Ìý

2,620

Ìý

Ìý

Ìý

3,872

Ìý

Corporate

Ìý

Ìý

(13,491

)

Ìý

Ìý

(11,508

)

Consolidated Adjusted EBITDA

Ìý

$

20,153

Ìý

Ìý

$

15,223

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

RNG Fuel volume produced (Million MMBtus)

Ìý

Ìý

1.1

Ìý

Ìý

Ìý

0.8

Ìý

RNG Fuel volume dispensed (Million GGEs)

Ìý

Ìý

19.5

Ìý

Ìý

Ìý

16.4

Ìý

Total volumes sold, dispensed, and serviced (Million GGEs)

Ìý

Ìý

40.6

Ìý

Ìý

Ìý

35.0

Ìý

Ìý

(1) Excludes revenues from equity method investments.

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(2) Includes selling, general and administrative expenses, depreciation and amortization expenses, impairment and income (loss) from equity method investments. Please refer to the Statement of Operations at the end of the press release for additional information.

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(3) This is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to a comparable GAAP financial measure has been provided in the financial tables included in this press release. An explanation of this measure and how it is calculated is also included below under the heading “Non-GAAP Financial Measures.�

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(4) Includes incremental virtual pipeline costs (i.e., actual costs less anticipated operating costs of a permanent interconnection) on our Prince William RNG project which are temporary in nature and expected to be incurred in 2025 until the permanent interconnection is expected to be operational.

Results of Operations from equity method investments

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Three Months Ended March 31

(in thousands of dollars)

Ìý

Ìý

2025

Ìý

Ìý

Ìý

2024

Revenue

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$

22,517

Ìý

Ìý

$

25,407

Gross profit

Ìý

Ìý

2,815

Ìý

Ìý

Ìý

11,094

Net (loss) income

Ìý

Ìý

(2,266

)

Ìý

Ìý

10,704

Ìý

Ìý

Ìý

Ìý

Ìý

OPAL’s share of revenues from equity method investments

Ìý

Ìý

10,288

Ìý

Ìý

Ìý

10,761

OPAL’s share of gross profit from equity method investments

Ìý

Ìý

2,330

Ìý

Ìý

Ìý

5,186

OPAL’s share of net (loss) income from equity method investments (1)

Ìý

Ìý

(722

)

Ìý

Ìý

4,206

Ìý

Ìý

Ìý

Ìý

Ìý

OPAL’s share of Adjusted EBITDA from equity method investments

Ìý

$

3,415

Ìý

Ìý

$

6,474

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(1) Net income from equity method investments represents our portion of the net income from equity method investments including $1.70 million of amortization expense related to basis differences for the three months ended March 31, 2025, and $1.4 million for the three ended March 31, 2024.

RNG Facility Capacity and Utilization Summary

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Ìý

Three Months Ended March 31

Ìý

Ìý

2025

Ìý

2024

RNG Facility Capacity and Utilization

Ìý

Ìý

Ìý

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Design Capacity (Million MMBtus) (1)

Ìý

2.3

Ìý

Ìý

1.3

Ìý

Volume of Inlet Gas (Million MMBtus) (2)

Ìý

1.4

Ìý

Ìý

1.0

Ìý

Inlet Design Capacity Utilization (%) (2)

Ìý

69

%

Ìý

80

%

RNG Fuel volume produced (Million MMBtus)

Ìý

1.1

Ìý

Ìý

0.8

Ìý

Utilization of Inlet Gas (%) (3)

Ìý

77

%

Ìý

81

%

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(1) Design Capacity for RNG facilities is measured as the volume of feedstock biogas that the facility is capable of accepting at the inlet and processing during the associated period. Design Capacity is presented as OPAL’s ownership share (i.e., net of joint venture partners� ownership) of the facility and is calculated based on the number of days in the period. New facilities that come online during a quarter are pro-rated for the number of days in commercial operation.

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(2) Inlet Design Capacity Utilization is measured as the Volume of Inlet Gas for a period, divided by the total Design Capacity for such period. The Volume of Inlet Gas varies over time depending on, among other factors, (i) the quantity and quality of waste deposited at the landfill, (ii) waste management practices by the landfill, and (iii) the construction, operations and maintenance of the landfill gas collection system used to recover the landfill gas. The Design Capacity for each facility will typically be correlated to the amount of landfill gas expected to be generated by the landfill during the term of the related gas rights agreement. The Company expects Inlet Design Capacity Utilization to be in the range of 75-85% on an aggregate basis over the next several years. Typically, newer facilities perform at the lower end of this range and demonstrate increasing utilization as they mature and the biogas resource increases at open landfills. Excludes Sunoma and Biotown.

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(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%. Excludes Sunoma and Biotown.

RNG Pending Monetization Summary

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Three Months Ended

(In thousands, except average realized sales price)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

March 31, 2025

Ìý

Ìý

RNG Fuel

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Fuel Station Services

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Total

Value of RNG awaiting credit generation using quarter end price (1)

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$

5,688

Ìý

Ìý

$

5,565

Ìý

Ìý

$

11,253

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

RIN Metrics

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Beginning balance as of December 31, 2024

Ìý

Ìý

1

Ìý

Ìý

Ìý

1

Ìý

Ìý

Ìý

2

Ìý

Add: Generated in current period

Ìý

Ìý

10,624

Ìý

Ìý

Ìý

3,875

Ìý

Ìý

Ìý

14,499

Ìý

Less: Sales

Ìý

Ìý

(10,622

)

Ìý

Ìý

(3,288

)

Ìý

Ìý

(13,910

)

Ending RIN credit balance (Available for sale) as of March 31, 2025

Ìý

Ìý

3

Ìý

Ìý

Ìý

588

Ìý

Ìý

Ìý

591

Ìý

D3 price per RIN at quarter end

Ìý

$

2.47

Ìý

Ìý

$

2.47

Ìý

Ìý

$

2.47

Ìý

Value of RINs using quarter end price (1)

Ìý

$

5

Ìý

Ìý

$

1,451

Ìý

Ìý

$

1,456

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

LCFS Metrics

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Beginning balance (net share) as of December 31, 2024

Ìý

Ìý

7

Ìý

Ìý

Ìý

96

Ìý

Ìý

Ìý

103

Ìý

Add: Generated in current period

Ìý

Ìý

16

Ìý

Ìý

Ìý

38

Ìý

Ìý

Ìý

54

Ìý

Less: Sales

Ìý

Ìý

(15

)

Ìý

Ìý

(132

)

Ìý

Ìý

(147

)

Ending LCFS credit balance (Available for sale) as of March 31, 2025

Ìý

Ìý

8

Ìý

Ìý

Ìý

2

Ìý

Ìý

Ìý

10

Ìý

LCFS credit price at quarter end

Ìý

$

56.75

Ìý

Ìý

$

56.75

Ìý

Ìý

$

56.75

Ìý

Value of LCFSs using quarter end price (1)

Ìý

$

718

Ìý

Ìý

$

1,357

Ìý

Ìý

$

2,075

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Value of RECs using quarter end price

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

$

306

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Other Metrics

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Average realized sales price during quarter - RIN

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

$

2.71

Ìý

Average realized sales price during quarter - LCFS

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

$

100.00

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Total Value of RNG Pending Monetization and Credits at quarter end

Ìý

$

5,693

Ìý

Ìý

$

9,059

Ìý

Ìý

$

15,090

Ìý

Ìý

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

Liquidity

As of 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.

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

Capital Expenditures

During the three months ended March 31, 2025, OPAL Fuels invested $11.6 million across RNG projects in construction and OPAL Fuels proprietary fueling stations in construction as compared to $26.8 million in the prior year.

In addition, for the three months ended March 31, 2025, the Company's portion of capital expenditures in unconsolidated entities was $5.4 million. This represents our share of capital expenditures incurred by equity method investments.

Earnings Call

A webcast to review OPAL Fuels� First Quarter 2025 results is being held tomorrow, May 9, 2025 at 11:00AM EDT.

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

Participants may access the call at . Investors can also listen to a webcast of the presentation on the Company’s Investor Relations website at .

Glossary of terms

â€Æà3â€� refers to cellulosic biofuel with a 60% GHG reduction requirement.

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

“G³Ò·¡â€� refers to gasoline gallon equivalent. The conversion ratio is 1 MMBtu of natural gas equal to 7.74 GGE.

“L°ä¹ó³§â€� refers to Low Carbon Fuel Standard or similar types of federal and state programs.

“M²Ñµþ³Ù³Üâ€� refers to million British thermal units.

â€Áè·¡°ä²õâ€� refers to renewable energy credits.

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

â€Áè±õ±·â€� refers to Renewable Identification Numbers.

â€Áè±·³Òâ€� refers to renewable natural gas.

“V±õ·¡²õâ€� refers to variable interest entities.

About OPAL Fuels Inc.

(Nasdaq: OPAL) is a leader in the capture and conversion of biogas into low carbon intensity 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. For additional information, and to learn more about OPAL Fuels and how it is leading the effort to capture North America’s naturally occurring methane and decarbonize the economy, please visit .

Forward-Looking Statements

Certain statements in this communication may be considered forward-looking statements within the meaning of the “safe harbor� provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and generally relate to future events or the Company's future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “believe,� “may,� “will,� “potentially,� “estimate,� “continue,� “anticipate,� “intend,� “could,� “would,� “project,� “target,� “plan,� “expect,� or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, as the case may be, are inherently uncertain and subject to material change. Factors that may cause actual results to differ materially from current expectations include various factors beyond management’s control, including but not limited to general economic conditions and other risks, uncertainties and factors set forth in the sections entitled “Risk Factors� and “Forward-Looking Statements and Risk Factor Summary� in the Company's annual report on Form 10-K and quarterly reports on Form 10-Q, and other filings the Company makes with the Securities and Exchange Commission. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based.

Disclaimer

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

OPAL FUELS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars, except share and per share data)

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Ìý

March 31,
2025

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December 31,
2024

Ìý

(Unaudited)

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Ìý

Assets

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Ìý

Ìý

Current assets:

Ìý

Ìý

Ìý

Cash and cash equivalents (includes $518 and $358 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

$

40,082

Ìý

Ìý

$

24,310

Ìý

Accounts receivable, net (includes $353 and $435 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

30,785

Ìý

Ìý

Ìý

32,013

Ìý

Accounts receivable, related party

Ìý

7,061

Ìý

Ìý

Ìý

14,522

Ìý

Restricted cash - current (includes $884 and $972 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

884

Ìý

Ìý

Ìý

972

Ìý

Fuel tax credits receivable

Ìý

4,440

Ìý

Ìý

Ìý

5,639

Ìý

Contract assets

Ìý

10,484

Ìý

Ìý

Ìý

11,075

Ìý

Parts inventory

Ìý

12,860

Ìý

Ìý

Ìý

10,294

Ìý

Prepaid expense and other current assets (includes $106 and $144 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

9,791

Ìý

Ìý

Ìý

18,363

Ìý

Total current assets

Ìý

116,387

Ìý

Ìý

Ìý

117,188

Ìý

Property, plant, and equipment, net (includes $25,048 and $25,428 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

467,696

Ìý

Ìý

Ìý

458,258

Ìý

Investment in other entities

Ìý

219,463

Ìý

Ìý

Ìý

223,594

Ìý

Other long-term assets (includes $37 and $� at March 31, 2025 and December 31, 2024, related to consolidated VIEs)

Ìý

22,837

Ìý

Ìý

Ìý

23,483

Ìý

Restricted cash - non-current (includes $2,421 and $2,315 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

3,932

Ìý

Ìý

Ìý

3,946

Ìý

Goodwill

Ìý

54,608

Ìý

Ìý

Ìý

54,608

Ìý

Total assets

$

884,923

Ìý

Ìý

$

881,077

Ìý

Liabilities and Stockholders' Equity (Deficit)

Ìý

Ìý

Ìý

Current liabilities:

Ìý

Ìý

Ìý

Accounts payable (includes $394 and $22 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

23,339

Ìý

Ìý

Ìý

16,419

Ìý

Accounts payable, related party (includes $419 and $426 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

5,633

Ìý

Ìý

Ìý

7,932

Ìý

Fuel tax credits payable

Ìý

4,386

Ìý

Ìý

Ìý

4,422

Ìý

Accrued payroll (includes $22 and $45 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

5,585

Ìý

Ìý

Ìý

9,580

Ìý

Accrued capital expenses

Ìý

26,808

Ìý

Ìý

Ìý

23,238

Ìý

Accrued environmental credit rebates

Ìý

5,494

Ìý

Ìý

Ìý

5,391

Ìý

Accrued expenses and other current liabilities (includes $606 and $974 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

15,698

Ìý

Ìý

Ìý

14,717

Ìý

Contract liabilities

Ìý

10,152

Ìý

Ìý

Ìý

9,276

Ìý

OPAL Term Loan - current portion

Ìý

2,716

Ìý

Ìý

Ìý

10,865

Ìý

Sunoma Loan - current portion (includes $1,791 and $1,756 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

1,791

Ìý

Ìý

Ìý

1,756

Ìý

Total current liabilities

Ìý

101,602

Ìý

Ìý

Ìý

103,596

Ìý

OPAL Term Loan, net of debt issuance costs

Ìý

273,943

Ìý

Ìý

Ìý

266,630

Ìý

Sunoma Loan, net of debt issuance costs (includes $17,940 and $18,373 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

17,940

Ìý

Ìý

Ìý

18,373

Ìý

Operating lease liabilities - non-current portion

Ìý

12,060

Ìý

Ìý

Ìý

12,155

Ìý

Other long-term liabilities (includes $2,432 and $2,495 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

14,933

Ìý

Ìý

Ìý

15,291

Ìý

Total liabilities

Ìý

420,478

Ìý

Ìý

Ìý

416,045

Ìý

Redeemable preferred non-controlling interests

Ìý

130,000

Ìý

Ìý

Ìý

130,000

Ìý

Redeemable non-controlling interests

Ìý

276,719

Ìý

Ìý

Ìý

482,863

Ìý

Stockholders' equity (deficit)

Ìý

Ìý

Ìý

Class A common stock, $0.0001 par value, 340,000,000 shares authorized as of March 31, 2025; shares issued: 30,607,664 and 30,065,260 at March 31, 2025 and December 31, 2024, respectively; shares outstanding: 28,971,881 and 28,429,477 at March 31, 2025 and December 31, 2024, respectively

Ìý

3

Ìý

Ìý

Ìý

3

Ìý

Class B common stock, $0.0001 par value, 160,000,000 shares authorized as of March 31, 2025; 71,500,000 issued and outstanding as of March 31, 2025 and December 31, 2024

Ìý

7

Ìý

Ìý

Ìý

7

Ìý

Class C common stock, $0.0001 par value, 160,000,000 shares authorized as of March 31, 2025; none issued and outstanding as of March 31, 2025 and December 31, 2024

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Class D common stock, $0.0001 par value, 160,000,000 shares authorized as of March 31, 2025; 72,899,037 shares issued and outstanding at March 31, 2025 and December 31, 2024

Ìý

7

Ìý

Ìý

Ìý

7

Ìý

Additional paid-in capital

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Retained earnings (Accumulated deficit)

Ìý

68,631

Ìý

Ìý

Ìý

(137,004

)

Accumulated other comprehensive income

Ìý

58

Ìý

Ìý

Ìý

152

Ìý

Class A common stock in treasury, at cost; 1,635,783 at March 31, 2025 and December 31, 2024

Ìý

(11,614

)

Ìý

Ìý

(11,614

)

Total Stockholders' equity (deficit) attributable to the Company

Ìý

57,092

Ìý

Ìý

Ìý

(148,449

)

Non-redeemable non-controlling interests (includes $634 and $618 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

634

Ìý

Ìý

Ìý

618

Ìý

Total Stockholders' equity (deficit) (includes $5,103 and $4,959 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)

Ìý

57,726

Ìý

Ìý

Ìý

(147,831

)

Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' equity (deficit)

$

884,923

Ìý

Ìý

$

881,077

Ìý

OPAL FUELS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. dollars, except share and per share data)

(Unaudited)

Ìý

Ìý

Three Months Ended March 31,

Ìý

Ìý

2025

Ìý

Ìý

Ìý

2024

Ìý

Revenues:

Ìý

Ìý

Ìý

RNG Fuel (includes revenues from related party of $20,101 and $15,495 for the three months ended March 31, 2025 and 2024, respectively)

$

27,599

Ìý

Ìý

$

17,727

Ìý

Fuel Station Services (includes revenues from related party of $16,603 and $7,741 for the three months ended March 31, 2025 and 2024, respectively)

Ìý

50,678

Ìý

Ìý

Ìý

37,142

Ìý

Renewable Power (includes revenues from related party of $1,166 and $1,526 for the three months ended March 31, 2025 and 2024, respectively)

Ìý

7,130

Ìý

Ìý

Ìý

10,083

Ìý

Total revenues

Ìý

85,407

Ìý

Ìý

Ìý

64,952

Ìý

Operating expenses:

Ìý

Ìý

Ìý

Cost of sales - RNG Fuel

Ìý

12,153

Ìý

Ìý

Ìý

8,338

Ìý

Cost of sales - Fuel Station Services

Ìý

39,722

Ìý

Ìý

Ìý

30,335

Ìý

Cost of sales - Renewable Power

Ìý

6,762

Ìý

Ìý

Ìý

9,258

Ìý

Project development and startup costs

Ìý

6,081

Ìý

Ìý

Ìý

785

Ìý

Selling, general, and administrative

Ìý

15,967

Ìý

Ìý

Ìý

13,161

Ìý

Depreciation, amortization, and accretion

Ìý

5,942

Ìý

Ìý

Ìý

3,711

Ìý

Loss (income) from equity method investments

Ìý

722

Ìý

Ìý

Ìý

(4,206

)

Total expenses

Ìý

87,349

Ìý

Ìý

Ìý

61,382

Ìý

Operating (loss) income

Ìý

(1,942

)

Ìý

Ìý

3,570

Ìý

Other (expense) income:

Ìý

Ìý

Ìý

Interest and financing expense, net

Ìý

(6,065

)

Ìý

Ìý

(3,961

)

Change in fair value of derivative instruments, net

Ìý

281

Ìý

Ìý

Ìý

403

Ìý

Other income

Ìý

973

Ìý

Ìý

Ìý

665

Ìý

Total other expenses

Ìý

(4,811

)

Ìý

Ìý

(2,893

)

Income (loss) before provision for income taxes

Ìý

(6,753

)

Ìý

Ìý

677

Ìý

Income tax benefit

Ìý

8,037

Ìý

Ìý

Ìý

�

Ìý

Net income

Ìý

1,284

Ìý

Ìý

Ìý

677

Ìý

Net loss attributable to redeemable non-controlling interests

Ìý

(1,174

)

Ìý

Ìý

(1,627

)

Net income attributable to non-redeemable non-controlling interests

Ìý

76

Ìý

Ìý

Ìý

2

Ìý

Dividends on redeemable preferred non-controlling interests

Ìý

2,617

Ìý

Ìý

Ìý

2,618

Ìý

Net loss attributable to Class A common stockholders

$

(235

)

Ìý

$

(316

)

Weighted average shares outstanding of Class A common stock:

Ìý

Ìý

Ìý

Basic

Ìý

27,718,912

Ìý

Ìý

Ìý

27,368,204

Ìý

Diluted

Ìý

27,718,912

Ìý

Ìý

Ìý

27,368,204

Ìý

Per share amounts:

Ìý

Ìý

Ìý

Basic

$

(0.01

)

Ìý

$

(0.01

)

Diluted

$

(0.01

)

Ìý

$

(0.01

)

OPAL FUELS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(Unaudited)

Ìý

Ìý

Three Months Ended

March 31,

Ìý

Ìý

2025

Ìý

Ìý

Ìý

2024

Ìý

Ìý

Ìý

Ìý

Ìý

Cash flows from operating activities:

Ìý

Ìý

Ìý

Net income

$

1,284

Ìý

Ìý

$

677

Ìý

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Ìý

Ìý

Ìý

Loss (income) from equity method investments

Ìý

722

Ìý

Ìý

Ìý

(4,206

)

Distributions from equity method investments

Ìý

956

Ìý

Ìý

Ìý

4,415

Ìý

Amortization of operating lease right-of-use assets

Ìý

194

Ìý

Ìý

Ìý

164

Ìý

Write-offs of capitalized costs

Ìý

306

Ìý

Ìý

Ìý

�

Ìý

Depreciation and amortization

Ìý

5,832

Ìý

Ìý

Ìý

3,559

Ìý

Accretion expense related to asset retirement obligation

Ìý

110

Ìý

Ìý

Ìý

152

Ìý

Amortization of deferred financing costs

Ìý

438

Ìý

Ìý

Ìý

555

Ìý

Stock-based compensation

Ìý

1,751

Ìý

Ìý

Ìý

1,013

Ìý

Paid-in-kind interest income

Ìý

(109

)

Ìý

Ìý

(67

)

Change in fair value of commodity swaps

Ìý

1,341

Ìý

Ìý

Ìý

�

Ìý

Unrealized gain on note receivable

Ìý

(649

)

Ìý

Ìý

�

Ìý

Unrealized gain on derivative financial instruments

Ìý

(281

)

Ìý

Ìý

(307

)

Changes in operating assets and liabilities

Ìý

Ìý

Ìý

Accounts receivable

Ìý

1,228

Ìý

Ìý

Ìý

4,818

Ìý

Accounts receivable, related party

Ìý

7,461

Ìý

Ìý

Ìý

3,784

Ìý

Fuel tax credits receivable

Ìý

1,199

Ìý

Ìý

Ìý

1,133

Ìý

Contract assets

Ìý

591

Ìý

Ìý

Ìý

(2,207

)

Parts inventory

Ìý

(2,566

)

Ìý

Ìý

(944

)

Prepaid expense and other current and long-term assets

Ìý

9,020

Ìý

Ìý

Ìý

(2,189

)

Accounts payable

Ìý

6,920

Ìý

Ìý

Ìý

(3,989

)

Accounts payable, related party

Ìý

(2,299

)

Ìý

Ìý

1,142

Ìý

Fuel tax credits payable

Ìý

(36

)

Ìý

Ìý

(7

)

Accrued payroll

Ìý

(3,995

)

Ìý

Ìý

1,400

Ìý

Accrued environmental credit rebates

Ìý

103

Ìý

Ìý

Ìý

429

Ìý

Accrued expenses and other current and non-current liabilities

Ìý

(526

)

Ìý

Ìý

3,082

Ìý

Operating lease liabilities - current and non-current

Ìý

(192

)

Ìý

Ìý

(160

)

Contract liabilities

Ìý

876

Ìý

Ìý

Ìý

1,471

Ìý

Net cash provided by operating activities

Ìý

29,679

Ìý

Ìý

Ìý

13,718

Ìý

Cash flows from investing activities:

Ìý

Ìý

Ìý

Purchase of property, plant, and equipment

Ìý

(11,566

)

Ìý

Ìý

(26,752

)

Proceeds from sale of short-term investments

Ìý

�

Ìý

Ìý

Ìý

3,900

Ìý

Distributions received from equity method investment

Ìý

7,939

Ìý

Ìý

Ìý

2,726

Ìý

Cash paid to equity method investments

Ìý

(5,650

)

Ìý

Ìý

(1,500

)

Net cash used in investing activities

Ìý

(9,277

)

Ìý

Ìý

(21,626

)

Cash flows from financing activities:

Ìý

Ìý

Ìý

Cash paid for taxes related to net share settlement of equity awards

Ìý

(382

)

Ìý

Ìý

(627

)

Financing costs paid to other third parties

Ìý

(1,250

)

Ìý

Ìý

(238

)

Repayment of Sunoma Loan

Ìý

(423

)

Ìý

Ìý

(380

)

Repayment of equipment loan

Ìý

�

Ìý

Ìý

Ìý

(22

)

Payment of preferred dividends

Ìý

(2,617

)

Ìý

Ìý

(5,235

)

Distribution to non-redeemable non-controlling interest

Ìý

(60

)

Ìý

Ìý

(233

)

Proceeds from issuance of shares of Class A common stock under the ATM program, net

Ìý

�

Ìý

Ìý

Ìý

97

Ìý

Net cash used in financing activities

Ìý

(4,732

)

Ìý

Ìý

(6,638

)

Net increase (decrease) in cash, restricted cash, and cash equivalents

Ìý

15,670

Ìý

Ìý

Ìý

(14,546

)

Cash, restricted cash, and cash equivalents, beginning of period

Ìý

29,228

Ìý

Ìý

Ìý

47,242

Ìý

Cash, restricted cash, and cash equivalents, end of period

$

44,898

Ìý

Ìý

$

32,696

Ìý

Supplemental disclosure of cash flow information

Ìý

Ìý

Ìý

Interest paid, net of $524 and $1,444 capitalized, respectively

$

6,625

Ìý

Ìý

$

3,242

Ìý

Tax benefit received, net of selling expenses

$

8,037

Ìý

Ìý

$

�

Ìý

Noncash investing and financing activities:

Ìý

Ìý

Ìý

Right-of-use assets for finance leases included in Property, Plant and equipment, net

$

58

Ìý

Ìý

$

�

Ìý

Accrual for purchase of Property, plant and equipment included in Accounts payable and Accrued capital expenses

$

26,808

Ìý

Ìý

$

10,743

Ìý

Non-GAAP Financial Measures (Unaudited)

This release includes various financial measures that are non-GAAP financial measures as defined under the rules of the Securities and Exchange Commission. We believe these measures provide important supplemental information to investors to use in evaluating ongoing operating results. We use these measures, together with accounting principles generally accepted in the United States ("GAAP" or "U.S. GAAP"), for internal managerial purposes and as a means to evaluate period-to-period comparisons. However, we do not, and you should not, rely on non-GAAP financial measures alone as measures of our performance. We believe that non-GAAP financial measures reflect an additional way of viewing aspects of our operations, that when taken together with GAAP results and the reconciliations to corresponding GAAP financial measures that we also provide, give a more complete understanding of factors and trends affecting our business. We strongly encourage you to review all of our financial statements and publicly filed reports in their entirety and to not solely rely on any single non-GAAP financial measure.

Non-GAAP financial measures are limited as an analytical tool and should not be considered in isolation from, or as a substitute for, the Company's GAAP results. The Company expects to continue reporting non-GAAP financial measures, adjusting for the items described below (and/or other items that may arise in the future as the Company's management deems appropriate), and the Company expects to continue to incur expenses, charges or gains like the non-GAAP adjustments described below. Accordingly, unless expressly stated otherwise, the exclusion of these and other similar items in the presentation of non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent, or non-recurring. These Non-GAAP financial measures are not recognized terms under GAAP and do not purport to be alternatives to GAAP net income or any other GAAP measure as indicators of operating performance. Moreover, because not all companies use identical measures and calculations, the Company's presentation of Non-GAAP financial measures may not be comparable to other similarly titled measures used by other companies. We strongly encourage you to review all of our financial statements and publicly filed reports in their entirety and to not solely rely on any single non-GAAP financial measure.

Adjusted EBITDA

To supplement the Company's unaudited condensed consolidated financial statements presented in accordance with GAAP, the Company uses a non-GAAP financial measure that it calls adjusted EBITDA ("Adjusted EBITDA"). This non-GAAP financial measure adjusts net income for interest and financing expense, net, net (income) loss attributable to non-redeemable non-controlling interests, depreciation, amortization and accretion expense, adjustments to reflect Adjusted EBITDA from equity method investments, unrealized (gain) loss on derivative instruments, non-cash charges, one-time non-recurring charges, major maintenance on Renewable Power, RNG development costs, virtual pipeline costs, and ITC proceeds, net.

Management believes this non-GAAP financial measure provides meaningful supplemental information about the Company's performance, for the following reasons: (1) it allows for greater transparency with respect to key metrics used by management to assess the Company's operating performance and make financial and operational decisions; (2) the measure excludes the effect of items that management believes are not directly attributable to the Company's core operating performance and may obscure trends in the business; (3) the measure better aligns revenues with expenses; and (4) the measure is used by institutional investors and the analyst community to help analyze the Company's business. In future quarters, the Company may adjust for other expenditures, charges or gains to present non-GAAP financial measures that the Company's management believes are indicative of the Company's core operating performance.

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

Reconciliation of GAAP Net Income to Adjusted EBITDA

For the Three Months Ended March 31, 2025 and 2024

(In thousands of dollars)

Ìý

Ìý

Ìý

Three Months Ended March 31, 2025

Ìý

Three Months Ended March 31, 2024

Ìý

Ìý

RNG Fuel

Ìý

Fuel Station Services

Ìý

Renewable Power

Ìý

Corporate

Ìý

Total

Ìý

RNG Fuel

Ìý

Fuel Station Services

Ìý

Renewable Power

Ìý

Corporate

Ìý

Total

Net income (loss) (1)

Ìý

$

8,035

Ìý

Ìý

$

9,115

Ìý

$

(502

)

Ìý

$

(15,364

)

Ìý

$

1,284

Ìý

Ìý

$

7,131

Ìý

Ìý

$

5,722

Ìý

Ìý

$

(73

)

Ìý

$

(12,103

)

Ìý

$

677

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Adjustments to reconcile net income (loss) to Adjusted EBITDA

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Interest and financing expense, net

Ìý

Ìý

6,107

Ìý

Ìý

Ìý

63

Ìý

Ìý

(15

)

Ìý

Ìý

�

Ìý

Ìý

Ìý

6,155

Ìý

Ìý

Ìý

4,044

Ìý

Ìý

Ìý

(23

)

Ìý

Ìý

(60

)

Ìý

Ìý

�

Ìý

Ìý

Ìý

3,961

Ìý

Net income attributable to non-redeemable non-controlling interests

Ìý

Ìý

(76

)

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

(76

)

Ìý

Ìý

(2

)

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

(2

)

Depreciation, amortization and accretion

Ìý

Ìý

2,959

Ìý

Ìý

Ìý

2,034

Ìý

Ìý

949

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

5,942

Ìý

Ìý

Ìý

1,392

Ìý

Ìý

Ìý

1,319

Ìý

Ìý

Ìý

1,000

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

3,711

Ìý

Adjustments to reflect Adjusted EBITDA from equity method investments (2)

Ìý

Ìý

4,137

Ìý

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

4,137

Ìý

Ìý

Ìý

2,268

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

2,268

Ìý

Unrealized (gain) loss on derivative instruments (3)

Ìý

Ìý

1,341

Ìý

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

Ìý

(281

)

Ìý

Ìý

1,060

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

96

Ìý

Ìý

Ìý

(403

)

Ìý

Ìý

(307

)

Non-cash charges (4)

Ìý

Ìý

�

Ìý

Ìý

Ìý

7

Ìý

Ìý

�

Ìý

Ìý

Ìý

1,195

Ìý

Ìý

Ìý

1,202

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

1,048

Ìý

Ìý

Ìý

1,048

Ìý

One-time non-recurring charges (5)

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

959

Ìý

Ìý

Ìý

959

Ìý

Ìý

Ìý

877

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

81

Ìý

Ìý

Ìý

958

Ìý

RNG development costs

Ìý

Ìý

1,008

Ìý

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

1,008

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Virtual pipeline costs (6)

Ìý

Ìý

4,161

Ìý

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

4,161

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Major maintenance for Renewable Power

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

2,188

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

2,188

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

2,909

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

2,909

Ìý

ITC proceeds, net

Ìý

Ìý

(7,867

)

Ìý

Ìý

�

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

(7,867

)

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Ìý

Ìý

�

Ìý

Adjusted EBITDA

Ìý

$

19,805

Ìý

Ìý

$

11,219

Ìý

$

2,620

Ìý

Ìý

$

(13,491

)

Ìý

$

20,153

Ìý

Ìý

$

15,710

Ìý

Ìý

$

7,018

Ìý

Ìý

$

3,872

Ìý

Ìý

$

(11,377

)

Ìý

$

15,223

Ìý

Ìý

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

Ìý

(2) Includes interest, depreciation, amortization and accretion and RNG development costs incurred on equity method investments.

Ìý

(3) Unrealized (gain) loss on derivative instruments includes change in fair value of commodity swaps and earnout liabilities.

Ìý

(4) Non-cash charges primarily include stock-based compensation expense and unrealized gain on note receivable.

Ìý

(5) One-time non-recurring charges include (i) certain expenses related to development expenses on our RNG facilities such as lease expenses (in 2024) and legal costs, incurred during construction phase that could not be capitalized per GAAP.

Ìý

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

Ìý

Investors

Todd Firestone

Vice President Investor Relations & Corporate Development

914-705-4001

[email protected]

Media

Harrison Feuer

Senior Director, Communications and Public Policy

(914) 721-3723

[email protected]

ICR, Inc.

[email protected]

Source: OPAL Fuels, Inc.

OPAL Fuels Inc.

NASDAQ:OPAL

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