OPAL Fuels Inc.

Good morning and welcome to Opal Fuel's second quarter 2023 earnings call and webcast. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during this session, you will need to press star 1-1 on your telephone. You will then hear an automated message advising you that your hand is raised. To withdraw your question, please press star 1-1 again. As a reminder, today's conference is being recorded. I would now like to turn the conference over to Todd. Firestone, Vice President of Investor Relations, to begin. Please go ahead.

Thank you, and good morning, everyone. Welcome to the Opal Fuel second quarter 2023 earnings conference call. With me today are co-CEOs Adam Kimora and Jonathan Moore, and Anne Anthony, Opal's Chief Financial Officer. Opal Fuel's released financial and operating results for the second quarter 2023 yesterday afternoon, and those results are available on the investor relations section of our website at opalfuels.com. The presentation access to the webcast for this call are also available on our website. After completion of today's call, a replay will be available for 90 days. Before we begin, I'd like to remind you that our remarks, including answers to your questions, contain forward-looking statements. They involve risks, uncertainties, and assumptions. Forward-looking statements are not a guarantee of performance, and actual results could differ materially from what is contained in such statements. Several factors that could cause or contribute to such differences are described in our investor presentation, which is posted to our investor relations section of our website. These forward-looking statements reflect our views as of the date of this call. Opal Fuels does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this call. Additionally, this call will contain discussion of certain non-GAAP measures, including but not limited to adjusted net loss, adjusted net loss per basic share, adjusted net loss per diluted share, and adjusted EBITDA. A definition of non-GAAP measures used and a reconciliation of these measures to the nearest GAAP measure is included in the appendix of the release and presentation. Adam will begin today's call by providing an overview of the court's results, recent highlights, and updates on our strategic and operational priorities. John will give a commercial business development update, after which Adam will review financial results. We'll then open the call for questions. And now I'll turn the call over to Adam Camaro, co-CEO of Opal Fuels.

Thank you, Todd. Good morning, everyone, and thank you for being here for Opal Fuels' second quarter 2023 earnings call. I'd like to highlight several points from this quarter's results. First, operational performance at our in-service RNG facilities continued to meet our expectations in the second quarter, which we expect to continue for the balance of the year. We also saw an improvement in our fuel station service segment, which we also expect to continue. John and Ann will go into further detail on the quarterly results and some of the puts and takes we see playing out in our full year results. One key development in the quarter which we were very pleased with was the final set rule published by the EPA in June. This final rule strongly supported cellulosic biofuels and the use of renewable natural gas as a transportation fuel. For Opal Fuels, this gives us confidence in strong and less volatile D3 RIN pricing for at least the next three years and further validates our vertically integrated business model, which is best positioned economically and strategically to deliver our growing RNG production base into the highest value and growing end market. Specifically, the final rule resulted in higher compliance targets of D3 RIN volume that must be purchased by obligated parties and extended these targets through 2025. These higher three-year targets, which provide multi-year visibility of D3 RIN demand, not only give the industry a strong investment signal, but also provide the potential to sell production forward for multiple years. Post the final set rule, D3 RIN prices have risen from under $2 per RIN early in the year to recently trading just above $3. With the improvement in RIN prices, we sold some credits from our existing inventory, which we had previously elected to hold leading up to the EPA's ruling in June. In the second quarter, we sold approximately 5.7 million RINs at an average price of roughly $2.80. We continue to sell RIN credits from our unsold inventory in the third quarter at prices in excess of $3. A more detailed table was posted in our earnings press release last night and is also disclosed in our investor presentation available on our website this morning. The value of OPL's unsold environmental credits and environmental attributes awaiting certification this quarter increased by more than $16 million to $34 million. Note we include this increase in value in adjusted EBITDA, similar to prior quarters, in order to match the associated expenses in our GAAP financials recorded in the quarter the RNG is produced. However, we don't book revenues for GAAP purposes until the environmental credits are actually sold. While eRINs fail to make it into the EPA's final set rule, they are still being considered, and we believe there's a reasonable chance they will be implemented, perhaps with some modifications to the original proposal. We're highly supportive of the eRIN pathway. It is the right environmental public policy to incentivize more methane capture projects which may be too small to justify a full RNG plant and therefore remain undeveloped. For Opal Fuels, it enables us to leverage our existing renewable power portfolio and increase the value of those assets with little incremental capital and opens up numerous smaller renewable electricity development opportunities, which would further accelerate our growth. We're also excited to announce that we've moved our Polk County, Florida RNG project into construction. This project represents a successful and fast transition through our business development funnel into construction. Polk represents 1.1 million MMBTU of additional nameplate capacity of which we own 100%. Second quarter results saw improvement in adjusted EBITDA margins in our fuel station service segment to what we think is trending to more normalized operating environment. This improvement was driven by not only higher RIN prices but moving forward on completing construction projects and cycling through inflationary cost pressures on some of our fixed-price third-party station construction contracts. We expect this to continue in the second half of the year. We think it's a great time to be Opal Fuels. We have built and continue to add to what we believe is the best team and best business model in the industry to capitalize on strong and growing tailwinds from both public policy and corporate initiatives to decarbonize. The end result should be a powerful platform of nice return on capital projects, which, when operational, require minimal capital expenditures, resulting in sustainable, long-term, free cash flow. With that, I'll turn it over to John.

John? Thank you, Adam, and good morning, everyone. I want to start out by saying that we're very focused on executing on our growth plans. Not only were our current production expectations met, but we are moving high quality projects forward in our business development funnel, providing significant momentum and visible growth to our business. In our RNG fuel segment, we have seven projects in operation representing roughly 3.9 million MMBTU of annual nameplate capacity. These operating projects provide a solid base to our ongoing business. At Noble Road, New River and Pine Bend, three of our more recent landfill RNG projects to come online. Gas production continues to increase as the landfill trash increases and as our expert gas collection team works hand in hand with our landfill partners to improve gas quantity and quality. In addition to our operating projects, we currently have six RNG projects in construction representing an additional 5.4 million MMBTU of annual main plate capacity. These construction projects provide visibility to near-term growth for our underlying business. I would highlight the following. First, our Emerald RNG project completed construction in June and is expected to be added to our in-operation portfolio during this third quarter as the project completes commission. Second, as Adam mentioned, We added our Polk County, Florida project to our in-construction portfolio. This project will contribute 1.1 million MMBTU of annual main plate capacity and is 100% owned by us. We expect the project to reach COD in Q4 of 2024. I want to shift gears and discuss the permitting process of some of our construction projects. We've experienced some delays at our Emerald, Prince William, and Sapphire RNG projects, in large part due to permitting processes. First, I want to stress that these delays are not a reflection of whether the projects will ultimately come online. In our experience, they are a matter of when and not if, given the dramatic decrease in harmful emissions. Second, not all permits are required to be obtained when we sign a construction contract and formally place a project into construction. While we schedule reasonable timeframes for completing this permitting, it's important to note that these processes are particular to the varying state and local agencies. In practice, many of these projects are the first time a municipality has sanctioned an RNG project. So it's a new process, and with anything new, sometimes it takes longer than expected to get it over the line. The takeaway here is that the earning power of these projects remains intact despite the several months of delay. Our Prince William project is now expected to be online in the first quarter of 2024. Our Sapphire project is expected to be online in the first half of 2024. And our two dairy projects in California, we expect to be commissioned in the third quarter of 2024. Due to the several months delay at Emerald and Prince William, we expect 2023 production volumes to be at the low end or modestly below our previous full year guidance. Moving on to our advanced development pipeline, we continue to make encouraging progress. We now have 8.1 million MMBTU of main plate capacity across 18 projects in our advanced development pipeline. The majority of the advanced development pipeline is landfill, but also contains dairy and food waste projects. Remember, these projects are ones we have qualified and that we reasonably expect can be in construction within the next 12 to 18 months. We set a target in March of putting at least 2 million MMBTU in construction this year. With Polk County now in construction, we are over halfway towards our goal, and we remain optimistic that we will hit that goal. Our advanced development pipeline does not include other earlier stage projects. As we have mentioned on prior calls, we are one of the larger and more experienced operators in the space, and our integrated platform continues to aid us in discussions as we seek out new projects. Turning to our fuel station services business, as Adam mentioned, we believe we have cycled through some of the inflationary cost pressures. We expect to move to more normalized margin trends. We continue to hear very positive feedback on the new Cummins 15-liter engines being tested and have seen more large national fleet interest and engagement than ever before for RNG as a transportation fuel. We await, like everyone else, on clarity and timing for the commercial rollout and deliveries of the new trucks, but believe when it happens, it will result in accelerating adoption and deployment of RNG slash CNG. which will require new fueling station construction, service, and RNG fuel. Opal Fuels is a market leader in building and servicing new stations, and our vertically integrated model puts us in a strong position to be the fuel provider of choice and to capitalize on this potential growth. Our renewable power segment currently has 17 electric projects representing 112.5 megawatts of main plate capacity. and continues to provide good optionality. Besides serving as an inventory of projects that can potentially be converted to RNG projects, these electric projects stand to benefit from the proposed eRIN pathway. Currently, three of these projects are under construction in the process of being converted to RNG facilities, and three others are in advanced development pipeline for conversion to RNG. The remaining 11 projects stand to benefit from the proposed ERIN pathway. We await updated guidance from the EPA on this topic later this year. I will now turn the call over to Ann. Ann?

Thank you, John, and good morning, everyone. Last night, we filed our earnings press release, which detailed our quarterly results for the period ending June 30, 2023. We anticipate filing our 10-Q in the next couple of days. The biggest driver of the quarter's results was environmental attribute pricing, which moved higher near the end of the quarter after the EPA's final set rule was announced, and we were able to start monetizing credits we held in inventory. Net income was $114.1 million this quarter, but was impacted by the deconsolidation of our Emerald and Sapphire projects, which we'll discuss shortly. Excluding this one-time gain, our adjusted net loss for the three months ended June 30th, 2023, with $7.8 million. G&A costs for the second quarter totaled $13.7 million, with approximately $1.9 million of that total included as stock-based compensation, which is non-cash. We reported adjusted EBITDA of $21.4 million for the second quarter, compared with $8.7 million in the first quarter. The difference was primarily the result of approximately $5.7 million of unmonetized credits we sold in the last 10 days of June, along with the mark-to-market impact of higher RIN prices at the end of the second quarter, plus some normalization in our fuel station services business. As construction projects move forward and some of the inflationary pressures that we experienced in the last year started to abate. second quarter adjusted EBITDA does exclude one-time items such as the one-time gain associated with the deconsolidation of our Emerald and Sapphire projects. It should be noted that the value of the unsold environmental attributes is marked at the quarter end value and could fluctuate up or down. As I just mentioned, in June, we disclosed the formation of Paragon RNG LLC, a company owned 50-50 between Opal Fuels and GFL Environmental, which resulted in the deconsolidation of our Emerald and Sapphire RNG projects. We have two RNG projects under construction today in this joint venture and expect to move forward with up to seven additional projects. We'll talk more about the impact of deconsolidation in a moment and in our 10Q. In our Fuel Station Services segment, we dispensed 35.5 million GGEs in the second quarter. and saw results improve compared to the first quarter of 2023. We were able to recognize higher revenue in the quarter as construction projects moved closer to completion. This dynamic, as well as diminishing impacts from cost inflation, helped improve margins, which should continue for the rest of the year. In renewable power, we saw sequential improvement compared to the first quarter, which was impacted by unplanned downtime primarily at one of our projects. Year over year, we saw a decline due to the shutdown in the third quarter of 2022 of a landfill gas to electricity project that had reached end of life. Year to date, we've spent $72 million in CapEx as we continue to build out RNG projects and fuel stations that we own on balance sheet. As of June 30th, 2023, liquidity was $44.1 million, consisting of cash and cash equivalents of $27.1 million, including restricted cash of $5.5 million, and $17 million in short-term investments maturing within 90 days. This compares to $181 million at March 31, 2023, consisting of $39.8 million of cash and cash equivalents, including restricted cash of $6.6 million, plus $37 million in short-term investments, and availability of $105 million under a senior secured term loan facility. The primary driver of this reduction in liquidity is attributed to the assignment of the term loan facility to Paragon as part of the deconsolidation of the Emerald and Sapphire projects. This also reflects a reduction of $11.9 million of cash that is now excluded from consolidated cash and cash equivalents, again, as a result of the deconsolidation. both the cash that was deconsolidated and the available funds under the credit facility remain available for these projects. Paragon was assigned the existing senior credit facility related to these projects, again, with a two-year delayed term and maximum principal amount of $85 million and a debt reserve facility up to $10 million. There was no debt outstanding as of the date of the assignment. We believe that our liquidity, anticipated cash flows from operations, including the value associated with our unsold environmental credits, and access to expected sources of capital will be sufficient to meet our existing funding needs. We continue to pursue additional funding for our advanced development pipeline and streamlining our capital structure to include financing higher up in the capital structure and less financing on an individual project basis. I'd like to reiterate that at current RIN prices, we expect our full year 2023 adjusted EBITDA guidance to be within our prior $85 to $95 million range. RIN prices have rebounded quite strongly since the EPA provided the higher RVO targets, and we expect now to have averaged realized prices above the $2.25 implied price in our guidance. However, as John noted earlier, we anticipate that production will be at or modestly below the low end of guidance given the delays at Emerald and Prince William. The RNG projects that are in operation, as well as our other business segments, continue to perform well and in line with our expectations. With that, I'll turn it back to John and Adam for concluding remarks.

Thanks, Anne. In closing, I want to remind everyone that Opal Fuel's business is addressing two of the most significant global warming issues. We are collecting harmful methane gas and we are using this gas to displace fossil fuels. These impactful benefits are what drive the policy tailwinds which continue to build from the EPA's resounding support of the industry to the significant IRA benefits and to the increasing demand in the market for our products. We remain committed to furthering OPAL's vertically integrated mission to build and operate best-in-class RNG facilities that deliver industry-leading, reliable, and cost-effective RNG solutions to displace fossil fuels and mitigate climate change. And with that, I'll turn the call over to the operator for Q&A. Thank you all for your interest in OPAL Fuels.

As a reminder, to ask a question at this time, please press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. One moment. Our first question is going to come from the line of Derek Whitfield with Stiefel. Your line is open. Please go ahead.

Good morning, all, and congrats on your progress with several of the RNG projects.

Thanks, Derek.

For my first question, I wanted to focus on your 2023 EBITDA guidance and where Anne ended in her prepared remarks. While there are certainly puts and takes from the standpoint of timing and production volumes, the combination of your rent inventory and production profile and the materially stronger rent pricing we're experiencing now versus your plan seemingly suggests there is still upside to your 2023 guidance. Is that a reasonable conclusion?

Thanks, Derek, for your question. And again, we appreciate your support. And I think, again, as we looked at guidance at this point in the year, and we take into account the strength in the D3 RIN and what we expect to happen there, it is offset, though, by where we see production coming out for the remainder of the year. So for that reason, I think we were comfortable leaving guidance where it is.

For my follow-up, I wanted to focus on your capital spending and liquidity outlook. As we think about the advancement of your in-construction and ADP project backlogs, could you help us understand the associated CapEx profile over the next few quarters and perhaps elaborate on your sources of capital and liquidity as highlighted on page 13, inclusive of ITC, if you're able to monetize that over that timeframe?

Sure. So I guess if you step back and you think about CapEx, year to date we've spent $72 million, roughly 39 in the first quarter and just over 33 in the second quarter. And if you step back as well and look at where projects are in terms of the construction queue, Emerald is starting to ramp down, right? We've completed construction, we're in the middle of commissioning. And yes, there are final bills to pay, but that one is starting to tail off. We've put Polk into construction, And again, in the beginning, you put it into construction, you're not spending a lot of money, and then it starts to ramp up as construction ramps up. So we think that that's moved out. And I think if we look out over the remaining six months and then into 24, from an overall CapEx perspective, I think we expect to be right in the middle of what we told you originally from a guidance perspective. And we've also seen, again, the delays in Sapphire and in Prince William. So, again, it all kind of factors into the suit. But from a relative perspective, quarter to quarter, that $30 million to $40 million-ish range seems pretty good. In terms of capital and liquidity, again, as we disclosed yesterday, we've got roughly $44 million-ish on the balance sheet as of June 30. And we were sitting on roughly $34-ish million of rent and LCFS value that we expect to be able to monetize over the coming months as part of cash flow from operations. We also do have the debt facility still available to us that we amended as part of the GFL transaction, and that can be used again for the remainder of Emerald and for Sapphire. As you can imagine, we are talking to our bankers pretty frequently. We've said that our goal is to look at financing higher up in the capital structure. And again, we feel pretty good about remaining availability under that facility as well as access to new. The other piece that we haven't talked about is ITC. And again, we've been pretty circumspect about a total amount, but we do anticipate being able to monetize via transfer the ITC associated with Emerald this year. And potentially Prince William, again, depending on when that comes online, whether it's this year or the beginning of 24, being able to monetize that as well. So, again, it all kind of goes into the soup, and that's why we're able to say we're comfortable around our ability to fund CapEx and continue to run this business and grow.

That's very helpful. Thanks.

Thank you. And one moment for our next question. Our next question is going to come from the line of Ryan Todd with Piper Sandler.

Your line is open. Please go ahead.

Great. Thank you. Maybe as a follow-up on some of your comments there on cash flow, can you walk us through the cadence of some parts of the R&G business through year end? Emerald should come online this quarter. How should we think about the timing of of gas production as that ramps and monetization in the coming quarters from Emerald. And then obviously you talked about the inventory balance that you have there of credits. Any commentary on kind of the cadence of monetization, how you would look to monetize or draw that down over the coming quarters?

Yeah, hey, this is Adam here. Thanks for the question. We'll let Anne start on the ITC, and then maybe I'll talk a little bit about our written inventory and how we're thinking about monetization.

Sure. I guess, again, from an ITC perspective, we do anticipate monetizing ITC associated with Emerald. Obviously, it would be our half because it's a 50-50 project, but to the extent that it comes on, In Q3, we anticipate that we'll be able to monetize that, you know, hopefully within the quarter as well.

And this is Adam here talking about our ring monetization strategy, and there may be some additional questions on how we're viewing the D3 ring market. You know, we sort of saw the first half being a little bit of an episodic hold on to our inventory of rings as we were anticipating the a positive outcome out of the EPA in terms of how they were going to treat the cellulosic biofuel category and perhaps rethink their RDO targets for cellulosic biofuels. And that did play out as we sort of expected. And we will begin and have begun unwinding some of the credits that we had been holding onto the balance sheet. We think over the next three years, this was not a one-time sort of pop in D3 RIN prices and the way the RDOs have been set up now for multi-years, which we think is really healthy for the industry, providing that visibility. We actually think the D3 RIN market is going to continue to tighten over the balance of 23 and should lead to higher pricing, quite frankly, in the balance of 23 as we look out into 24 and 25. But we think the RIN market will start to be much less volatile, and we don't see ourselves in the future having as much volatility in our gap results, and see that really smoothing out over the balance of the year and into 24 and 25.

I'll just add as well, obviously once Emerald comes online, under the current rules, We are able to store that gas once it reaches, you know, call it critical mass, right? We're out of that commissioning period. And we do assign the value of equivalent credits associated with that gas and storage as part of the adjusted EBITDA. It does take, you know, call it three to four or five months to get through the certification process with the EPA to actually be able to generate and monetize those RINs. So, again, just want to remind everyone that there is that little bit of delay between when you actually, you know, go online in a real way and start to actually recognize any significant revenue. Obviously, that potentially changes next year under the rules that they're currently, you know, promulgated by the EPA that you will not be able to put that gap in virtual storage pending certification.

Perfect.

That's very helpful. And then maybe... Changing gears to the fuel station margins, you talked about some of the drivers of improvement there, but could you maybe provide a little more clarity in terms of maybe a little more color on what all drove the improvement on the fuel station margins? And is that the right – the margins that we saw this quarter, is that kind of the right run rate going forward as we think about modeling this out?

Yeah, this is Adam again here. And, you know, I think as we mentioned in our previous quarters, you know, there's two different components to our fuel station service segment. We have a construction business where we're building stations under turnkey EPC contracts, and those stations can typically take 12 months or so to complete. So we did have a lagging inflationary cost pressure rolling through that business, which we do believe has now run its course. We also have some R&G marketing business in our fuel station business that's associated with our dispensing capacity. And that does also get the benefit of rising credit prices, which we think are going to continue. And we also have our service business there as well. And we don't think we've gotten to the full endpoint of where we think normalized margins are. We're not going to provide a margin target there, but we do think that that business still has some good upside to it. And, you know, we've got a little ways to go there in terms of where we think margins ultimately shake out.

From here, is it going to be – I mean, I guess in terms of the potential future gains from here, is that – Is the RIN price like the biggest component of that, or within those other two buckets, is there more tailwind still within those areas as well?

Yeah, this is Adam here, and, you know, where we see some good upside, and by the way, it's not only on growing volumes, and I know we'll get some questions later on the 15-liter engine and what that means and what that could be a growth in our fuel station service segment, but we also have, you know, some exposure to to potential rising LCFS pricing, specifically out of our California dispensing market. So we think there's some interesting potential optionality to that part of that segment as we move through some CARB actions that may be taken and also how to maximize our California dispensing with OCI dairy gas. So more to come on that in the future.

Perfect. Thank you.

Thank you. And one moment for our next question. Our next question is going to come from the line of Martin Molloy with Johnson Rice and Company. Your line is open. Please go ahead.

Good morning.

I wanted to ask a little bit about eRIN. And assuming that there's a positive outcome for the eRIN pathway later this year, Could you maybe talk about your expectation for how that might impact your advanced development pipeline? Could we see a number of smaller projects that are out there start to move into the advanced development pipeline?

Hey, Marty. John Moore. Great question. Thanks so much. Yeah, the great thing about the eRIN pathway is it supports a policy of collecting these harmful methane gas And it, I think, really promotes smaller, more difficult projects as well. You see a significant value being provided to those electric projects. So in addition to our 11 or so electric projects that stand to benefit from the eRING pathway, we think that it really opens up a whole new um avenue of development for us you know we've been developing and operating uh electric landfill gas projects for 25 years and that's really our legacy business and our bread and butter and we see the growth of that really coming back as the erin pathway and other pathways for monetizing the cellulosic attributes of the landfill through an electric project. So we do expect that our existing portfolio will benefit. We do expect that we'll be building more projects in the electric realm, and we look forward to significant growth in that sector.

Thank you.

And for a follow-up question, just on those alternative uses for the RNG, one of your competitors recently had an announcement regarding a letter of intent for e-methanol. Could you maybe talk about some of these other pathways?

I think that there's a lot of pathways that are developing. I think the e-methanol is certainly attractive. We see pathways developing in Europe, and we see some of the prices in Europe competing with prices in the U.S. However, the transportation fuel market continues to be a strong market, both in terms of the CNG-RNG fuel, as well as the growing electric vehicle market for it. You know, there will definitely be more and more options for monetizing the value of these, and that's just another tailwind for our business.

Yeah, this is Adam. Just to follow up there, you know, it's really interesting. As John was talking about before, what we're really doing here at Opal Fuels is capturing harmful methane emissions. These are not agricultural biofuels. There's no food versus fuel debate. And it's not just here in the U.S., it's really everywhere where public policy is focused on figuring out how we can capture more harmful methane emissions. So even when we're looking at some of these electric projects where you could build landfill gas to electric facilities and perhaps sell the electricity, there are new pathways developing all the time to still take those green attributes and find new markets for it. So it's not just dependent on an eRIN pathway coming through. We think there could be additional value to some of these landfill gas to electric projects as other new markets and other new policies develop. So we're optimistic on some of these potential electric projects. The eRIN pathway obviously is close and front and center, but there could be other things that get developed as well.

Great. Thank you. I'll turn it back.

Thanks, Marty.

Thank you. And our next question is going to come from the line of William Griffin with UBS. Your line is open. Please go ahead.

Great. Hi, everybody. Thanks for the time. Just wanted to circle back on the topic of ERINs here and specifically wondering if you could elaborate a bit more on maybe what you're hearing around how that program could develop. But I know, you know, previously before the final RBO came out, there were obviously some fears that that could drive oversupply of D3. Do you think the EPA could somehow structure a program to mitigate that concern?

Yeah, that's a great question. This is Adam again. And I Look, it's still early on in those conversations, or the industry is still early on in those conversations about Fox. And you're exactly right, by the way. That was one of the things that drove the pricing of RINs down was how the implementation and the rollout of the eRIN program was happening. And that was one of the key messages that the industry gave back to the EPA is, hey, look, this is the right policy. Let's just make sure. that we're not disrupting the market and not capturing as much harmful methane as we can as that rolls out. And that's what we're working with, you know, through right now is just to make sure that there aren't unintended consequences from how that gets developed. So there could be, so we're still early on, or the industry is still early on in those discussions. You know, I think they're going to happen and continue to happen in earnest over the balance of the year. And that's exactly what we're trying to do is work with the EPA to make sure that, hey, let's make sure this policy works. New projects get developed to capture new methane, and that is structured in a way to continue to do the original intent of the RFS, which is to promote cellulosic biofuels and provide that strong framework to continue investment and development in the sectors.

Got it. Appreciate that color.

And then just as a follow-up, going back to the deconsolidation of the GFL assets, just curious, could GFL require you potentially to do this on other projects that you're working with them on? And also, forgive my lack of accounting knowledge here, but as a result of the deconsolidation of Emerald, does that change or impact the amount of EBITDA you're recognizing from that project?

Sure. So thank you for that question. And I'm going to just say right up front, there's a lot of complicated gap accounting that goes into all of this. Basically, the reason for doing this is because, obviously, we've got the two projects today with GFL, but we do anticipate that our relationship will continue to grow, right? You know, we've got the seven additional projects that we anticipate, and they'll be part of this J-BIG. So now this entity becomes standalone for both of us. Neither GFL nor OPWL will be consolidating its results. And results for us will continue to show up now on the P&L basically as an equity pickup, investment in equity affiliates. I guess as we think about adjusted EBITDA, it would flow through that way as opposed to flowing from revenue all the way down. As a consolidated entity, once Emerald, let's say, comes into operation, revenue, et cetera, would flow through the income statement, and then GFL's portion would have been backed out. So it's a long answer of saying we still get the EBITDA, but it becomes an add-back from equity pickup as opposed to flowing through and then backing out GFL's portion.

And the magnitudes would be up too.

Correct. That's correct. But I think, again, as this relationship continues to grow, it becomes a very meaningful part of our business. And at this point, we think that this sets us up to include actually up top as part of revenue the equity earnings. That's how others in the space have done it previously. But you have to be able to demonstrate and justify that it is truly a part of your business not just kind of a one-time event.

Yeah, and this is Adam here. And just in summary, there was no change to any of the economics from the original 50-50 partnership. Previous to this, JV, we were 50-50 partners with GFL on a project basis for both Sapphire and for Emerald. Nothing has changed there. So the adjusted EBITDA, no change. No change to how those are being run. And the JV really was set up to hopefully grow and do more projects together.

And let me just add, GFL didn't cause us or make us do this.

This is just the accounting that results from this joint venture.

Got it. I appreciate the clarification. I'll turn it back.

I mean, a better way to say it is it's a reflection, I think, of the growing commercial relationship. between the two firms, right? The accounting is just kind of like, you know, what you have to do after the fact, but accounting didn't drive the bus here.

Thank you.

And again, if you guys, if you would like to ask a question at this time, please press star 1-1 on your touchtone telephone. One moment for our next question. Our next question is going to come from the mind of Craig Shear with Two Shoe Brothers. Your line is open. Please go ahead.

Good morning. Thanks for taking the question. So first on the project delays, is that pretty much all a case-by-case permitting issue, or are there any outstanding supply chain concerns as far as delivery times? And how do you think about your confidence on the projects you had previously guided into 2024 at this point, as far as timing?

Hey, Craig. John Moore. Thank you for your question. We continue to execute on our pipeline. We're not in any doubt as to the ultimate value of these projects. The delay is substantially permitting oriented. There's a few other odds and end issues, but I would say that the substance of it is permitting delays. Like other companies in construction and particularly in RNG, there are a number of permitting authorities that touch on these projects during construction typically we build in time frames for those but you know as I said earlier that you know each of these permitting authorities is its own local and individual group with various degrees of experience particularly with this new product RNG The RNG projects really have a very impactful reduction in emissions locally. And so ultimately, they're very attractive. And all of the permitting authorities that we deal with see that and ultimately get comfortable with it. But they do provide a level of scrutiny and questions I think a good example might be with our Emerald project. This project, we completed construction in June. We probably would have started commissioning a little bit earlier on it, but the permitting authority there just took more time in terms of the final permit to get us started on the commissioning phase, whereas it might have been started commissioning In early June, it really started in early July. So those types of delays are, again, we try to build in. We try to deal with. But they're relatively small in nature. And from a big picture standpoint, when you go out 100,000 feet and look at our business, the earning power of these projects are unaffected and we'll continue to see it add to our business as we roll through 2023 and 2024.

Thanks for that. And speaking of the construction portfolio, digging in a little on William's Paragon question and Derek's CapEx liquidity question, it seems like now we've got you know, kind of separately domiciled liquidity and capex requirements between Paragon and your wholly owned operations or consolidated operations. On a go forward basis, do you plan on separating out your, you know, proportional or gross JV spend versus what you have to spend on balance sheet for capital projects?

So Craig, are you asking, are we just going to break it out for reporting purposes, or are you asking more from the perspective of separate facilities for JV things versus kind of 400% owned projects?

I'm talking less about GAAP reporting than looking out over the next year or two in terms of CAPEX requirements and outlook.

Got it. Okay. So I think from our perspective, I mean, based on where we sit right now, the relationship with GFL, I think is, you know, a unique one, right? It's a large relationship due to Emerald and Sapphire, and it's growing. So we took the actions that we took, right, as a result of evaluating that relationship. I think at this point, you know, we continue to be interested in obviously building projects that we own 100%, but there are projects in the ADP where we have a partner. Based on where we sit right now, I don't envision that we would do a similar thing to what happened with TFL. But again, if those relationships also took off, With the amount of growth that we see, I don't know that we would be opposed to it either, right? Again, you want to maximize the commercial relationship and ultimately the economic benefit, and you do what you have to do behind the scenes to support it.

Fair enough. Thank you.

Thank you, and I'm showing no further questions at this time, and I'd like to turn the conference back over to Adam Camara for any further remarks.

All right. Well, thank you very much for your interest in Opal Fuels and joining us today, and we hope everybody has a great day.

This concludes today's conference call. Thank you for participating. You may now disconnect. Thank you. Thank you. Thank you.

Thank you. you

Good morning and welcome to Opal Fuel's second quarter 2023 earnings call and webcast. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during this session, you will need to press star 1-1 on your telephone. You will then hear an automated message advising you that your hand is raised. To withdraw your question, please press star 1-1 again. As a reminder, today's conference is being recorded. I would now like to turn the conference over to Todd Firestone, Vice President of Investor Relations, to begin. Please go ahead.

Thank you, and good morning, everyone. Welcome to the Opal Fuels second quarter 2023 earnings conference call. With me today are co-CEOs Adam Kimora and Jonathan Moore, and Anne Anthony, Opal's chief financial officer. Opal Fuels released financial and operating results for the second quarter 2023 yesterday afternoon, and those results are available on the investor relations section of our website at opalfuels.com. The presentation access to the webcast for this call are also available on our website. After completion of today's call, a replay will be available for 90 days. Before we begin, I'd like to remind you that our remarks, including answers to your questions, contain forward-looking statements. They involve risks, uncertainties, and assumptions. Forward-looking statements are not a guarantee of performance, and actual results could differ materially from what is contained in such statements. Several factors that could cause or contribute to such differences are described in our investor presentation, which is posted to our investor relations section of our website. These forward-looking statements reflect our views as of the date of this call. Opal Fuels does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this call. Additionally, this call will contain discussion of certain non-GAAP measures, including but not limited to adjusted net loss, adjusted net loss per basic share, adjusted net loss per diluted share, and adjusted EBITDA. A definition of non-GAAP measures used and a reconciliation of these measures to the nearest GAAP measure is included in the appendix of the release and presentation. Adam will begin today's call by providing an overview of the court's results, recent highlights and updates on our strategic and operational priorities. John will give a commercial business development update, after which Ann will review financial results. We'll then open the call for questions. And now I'll turn the call over to Adam Camara, co-CEO of Opal Fuels.

Thank you, Todd. Good morning, everyone, and thank you for being here for Opal Fuels' second quarter 2023 earnings call. I'd like to highlight several points from this quarter's results. First, operational performance at our in-service RNG facilities continued to meet our expectations in the second quarter, which we expect to continue for the balance of the year. We also saw an improvement in our fuel station service segment, which we also expect to continue. John and Ann will go into further detail on the quarterly results and some of the puts and takes we see playing out in our full year results. One key development in the quarter, which we were very pleased with, was the final set rule published by the EPA in June. This final rule strongly supported cellulosic biofuels and the use of renewable natural gas as a transportation fuel. For Opal Fuels, this gives us confidence in strong and less volatile D3 RIN pricing for at least the next three years and further validates our vertically integrated business model, which is best positioned economically and strategically to deliver our growing RNG production base into the highest value and growing end market. Specifically, the final rule resulted in higher compliance targets of D3 RIN volumes that must be purchased by obligated parties and extended these targets through 2025. These higher three-year targets, which provide multi-year visibility of D3 RIN demand, not only give the industry a strong investment signal, but also provide the potential to sell production forward for multiple years. Post the final set rule, B3 RIN prices have risen from under $2 per RIN early in the year to recently trading just above $3. With the improvement in RIN prices, we sold some credits from our existing inventory, which we had previously elected to hold leading up to the EPA's ruling in June. In the second quarter, we sold approximately 5.7 million RINs at an average price of roughly $2.80. We continue to sell RIN credits from our unsold inventory in the third quarter at prices in excess of $3. A more detailed table was posted in our earnings press release last night and is also disclosed in our investor presentation available on our website this morning. The value of OPL's unsold environmental credits and environmental attributes awaiting certification this quarter increased by more than $16 million to $34 million. Note we include this increase in value in adjusted EBITDA, similar to prior quarters, in order to match the associated expenses in our GAAP financials recorded in the quarter the RNG is produced. However, we don't book revenues for GAAP purposes until the environmental credits are actually sold. While ERINs fail to make it into the EPA's final set rule, They are still being considered, and we believe there's a reasonable chance they will be implemented, perhaps with some modifications to the original proposal. We're highly supportive of the eRIN pathway. It is the right environmental public policy to incentivize more methane capture projects, which may be too small to justify a full RNG plant and therefore remain undeveloped. For opal fuels, it enables us to leverage our existing renewable power portfolio and increase the value of those assets with little incremental capital and opens up numerous smaller renewable electricity development opportunities, which would further accelerate our growth. We're also excited to announce that we've moved our Polk County, Florida RNG project into construction. This project represents a successful and fast transition through our business development funnel into construction. Polk represents 1.1 million MMBTU of additional nameplate capacity of which we own 100%. Second quarter results saw improvement in adjusted EBITDA margins in our fuel station service segment to what we think is trending to more normalized operating environment. This improvement was driven by not only higher RIN prices, but moving forward on completing construction projects and cycling through inflationary cost pressures on some of our fixed-price third-party station construction contracts. We expect this to continue in the second half of the year. We think it's a great time to be Opal Fuels. We have built and continue to add to what we believe is the best team and best business model in the industry to capitalize on strong and growing tailwinds from both public policy and corporate initiatives to decarbonize. The end result should be a powerful platform of nice return on capital projects, which when operational require minimal capital expenditures resulting in sustainable long-term free cash flow. With that, I'll turn it over to John.

John? Thank you, Adam, and good morning, everyone. I want to start out by saying that we're very focused on executing on our growth plans. Not only were our current production expectations met, but we are moving high-quality projects forward in our business development funnel, providing significant momentum and visible growth to our business. In our R&G fuel segment, We have seven projects in operation representing roughly 3.9 million MMBTU of annual nameplate capacity. These operating projects provide a solid base to our ongoing business. At Noble Road, New River, and Pine Bend, three of our more recent landfill RNG projects to come online, gas production continues to increase as the landfill trash increases, and as our expert gas collection team works hand-in-hand with our landfill partners to improve gas quantity and quality. In addition to our operating projects, we currently have six RNG projects in construction representing an additional 5.4 million MMBTU of annual main plate capacity. These construction projects provide visibility to near-term growth for our underlying business. I would highlight the following. First, our Emerald RNG project completed construction in June and is expected to be added to our in-operation portfolio during this third quarter as the project completes commission. Second, as Adam mentioned, we added our Polk County, Florida project to our in-construction portfolio. This project will contribute 1.1 million MMBTU of annual main plate capacity and is 100% owned by us. We expect the project to reach COD in Q4 of 2024. I want to shift gears and discuss the permitting process of some of our construction projects. We've experienced some delays at our Emerald, Prince William, and Sapphire RNG projects, in large part due to permitting processes. First, I want to stress that these delays are not a reflection of whether the projects will ultimately come online. In our experience, they are a matter of when and not if, given the dramatic decrease in harmful emissions. Second, not all permits are required to be obtained when we sign a construction contract and formally place a project into construction. While we schedule reasonable timeframes for completing this permitting, it's important to note that these processes are particular to the varying state and local agencies. In practice, many of these projects are the first time a municipality has sanctioned an So it's a new process and with anything new, sometimes it takes longer than expected to get it over the line. The takeaway here is that the earning power of these projects remains intact despite the several months of delay. Our Prince William project is now expected to be online in the first quarter of 2024. Our Sapphire project is expected to be online in the first half of 2024. our two dairy projects in california we expect to be commissioned in the third quarter of 2024. due to the several months delay at emerald and prince william we expect 2023 production volumes to be at the low end or modestly below our previous full year guidance moving on to our advanced development pipeline we continue to make encouraging progress We now have 8.1 million MMBTU of main plate capacity across 18 projects in our advanced development pipeline. The majority of the advanced development pipeline is landfill, but also contains dairy and food waste projects. Remember, these projects are ones we have qualified and that we reasonably expect can be in construction within the next 12 to 18 months. We set a target in March of putting at least 2 million MMBTU in construction this year. With Polk County now in construction, we are over halfway towards our goal, and we remain optimistic that we will hit that goal. Our advanced development pipeline does not include other earlier stage projects. As we have mentioned on prior calls, we are one of the larger and more experienced operators in the space, and our integrated platform continues to aid us in discussions as we seek out new projects. Turning to our fuel station services business, as Adam mentioned, we believe we have cycled through some of the inflationary cost pressures. We expect to move to more normalized margin trends. We continue to hear very positive feedback on the new Cummins 15-liter engines being tested and have seen more large national fleet interest and engagement than ever before for RNG as a transportation fuel. We await, like everyone else, on clarity and timing for the commercial rollout and deliveries of the new trucks, but believe when it happens it will result in accelerating adoption and deployment of RNG slash CNG, which will require new fueling station construction, service, and RNG fuel. Opal Fuels is a market leader in building and servicing new stations and our vertically integrated model puts us in a strong position to be the fuel provider of choice and to capitalize on this potential growth. Our renewable power segment currently has 17 electric projects representing 112.5 megawatts of main plate capacity and continues to provide good optionality. Besides serving as an inventory of projects that can potentially be converted to RNG projects, These electric projects stand to benefit from the proposed eRIN pathway. Currently, three of these projects are under construction in the process of being converted to RNG facilities, and three others are in advanced development pipeline for conversion to RNG. The remaining 11 projects stand to benefit from the proposed eRIN pathway. We await updated guidance from the EPA on this topic later this year. I will now turn the call over to Ann. Ann?

Thank you, John, and good morning, everyone. Last night, we filed our earnings press release, which detailed our quarterly results for the period ending June 30, 2023. We anticipate filing our 10Q in the next couple of days. The biggest driver of the quarter's results was environmental attribute pricing, which moved higher near the end of the quarter after the EPA's final set rule was announced. and we were able to start monetizing credits we held in inventory. Net income was $114.1 million this quarter, but was impacted by the deconsolidation of our Emerald and Sapphire projects, which we'll discuss shortly. Excluding this one-time gain, our adjusted net loss for the three months ended June 30th, 2023, with $7.8 million. G&A costs for the second quarter totaled $13.7 million, with approximately $1.9 million of that total included as stock-based compensation, which is non-cash. We reported adjusted EBITDA of $21.4 million for the second quarter, compared with $8.7 million in the first quarter. The difference was primarily the result of approximately $5.7 million of unmonetized credits we sold in the last 10 days of June, along with the mark-to-market impact of higher RIN prices at the end of the second quarter, plus some normalization in our fuel station services business. As construction projects move forward and some of the inflationary pressures that we experienced in the last year started to abate, second quarter adjusted EBITDA does exclude one-time items, such as the one-time gain associated with the deconsolidation of our Emerald and Sapphire projects. It should be noted that the value of the unsold environmental attributes is marked at the quarter end value and could fluctuate up or down. As I just mentioned, in June, we disclosed the formation of Paragon RNG LLC, a company owned 50-50 between Opal Fuels and GFL Environmental, which resulted in the deconsolidation of our Emerald and Sapphire RNG projects. We have two RNG projects under construction today in this joint venture and expect to move forward with up to seven additional projects. We'll talk more about the impact of deconsolidation in a moment and in our 10Q. In our fuel station services segment, we dispensed 35.5 million GGEs in the second quarter and saw results improve compared to the first quarter of 2023. We were able to recognize higher revenue in the quarter as construction projects moved closer to completion. This dynamic, as well as diminishing impacts from cost inflation, helped improve margins, which should continue for the rest of the year. In renewable power, we saw sequential improvement compared to the first quarter, which was impacted by unplanned downtime primarily at one of our projects. Year over year, we saw a decline due to the shutdown in the third quarter of 2022 of a landfill gas to electricity project that had reached end of life. Year to date, we've spent $72 million in CapEx as we continue to build out RNG projects and fuel stations that we own on balance sheet. As of June 30, 2023, liquidity was $44.1 million, consisting of cash and cash equivalents of $27.1 million, including restricted cash of $5.5 million, and $17 million in short-term investments maturing within 90 days. This compares to $181 million at March 31, 2023, consisting of $39.8 million of cash and cash equivalents, including restricted cash of $6.6 million, plus $37 million in short-term investments, and availability of $105 million under a senior secured term loan facility. The primary driver of this reduction in liquidity is attributed to the assignment of the term loan facility to Paragon as part of the deconsolidation of the Emerald and Sapphire projects. This also reflects a reduction of $11.9 million of cash that is now excluded from consolidated cash and cash equivalents again, as a result of the deconsolidation. Note, both the cash that was deconsolidated and the available funds under the credit facility remain available for these projects. Paragon was assigned to the existing senior credit facility related to these projects, again, with a two-year delayed term and maximum principal amount of $85 million and a debt reserve facility up to $10 million. There was no debt outstanding as of the date of the assignment. We believe that our liquidity, anticipated cash flows from operations, including the value associated with our unsold environmental credits, and access to expected sources of capital will be sufficient to meet our existing funding needs. We continue to pursue additional funding for our advanced development pipeline and streamlining our capital structure to include financing higher up in the capital structure and less financing on an individual project basis. I'd like to reiterate that at current RIN prices, we expect our full year 2023 adjusted EBITDA guidance to be within our prior $85 to $95 million range. RIN prices have rebounded quite strongly since the EPA provided the higher RVO targets, and we expect now to have averaged realized prices above the $2.25 implied price in our guidance. However, as John noted earlier, we anticipate that production will be at or modestly below the low end of guidance given the delays at Emerald and Prince William. The RNG projects that are in operation, as well as our other business segments, continue to perform well and in line with our expectations. With that, I'll turn it back to John and Adam for concluding remarks.

Thanks, Anne. In closing, I want to remind everyone that Opal fuels business. is addressing two of the most significant global warming issues. We are collecting harmful methane gas and we are using this gas to displace fossil fuels. These impactful benefits are what drive the policy tailwinds which continue to build from the EPA's resounding support of the industry to the significant IRA benefits and to the increasing demand in the market for our products. We remain committed to furthering OPAL's vertically integrated mission to build and operate best-in-class RNG facilities that deliver industry-leading, reliable, and cost-effective RNG solutions to displace fossil fuels and mitigate climate change. And with that, I'll turn the call over to the operator for Q&A. Thank you all for your interest in OPAL Fuels.

As a reminder, to ask a question at this time, please press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. One moment. Our first question is going to come from the line of Derek Whitfield with Stiefel. Your line is open. Please go ahead.

Good morning, all, and congrats on your progress with several of the RNG projects.

Thanks, Derek.

For my first question, I wanted to focus on your 2023 EBITDA guidance and where Anne ended in her prepared remarks. While there are certainly puts and takes from the standpoint of timing and production volumes, the combination of your rent inventory and production profile and the materially stronger rent pricing we're experiencing now versus your plan seemingly suggests there is still upside to your 2023 guidance. Is that a reasonable conclusion?

Thanks, Derek, for your question. And again, we appreciate your support. And I think, again, as we looked at guidance at this point in the year, and we take into account the strength in the D3 RIN and what we expect to happen there, it is offset, though, by where we see production coming out for the remainder of the year. So for that reason, I think we were comfortable leaving guidance where it is.

For my follow-up, I wanted to focus on your capital spending and liquidity outlook. As we think about the advancement of your in-construction and ADP project backlogs, could you help us understand the associated CapEx profile over the next few quarters and perhaps elaborate on your sources of capital and liquidity as highlighted on page 13, inclusive of ITC, if you're able to monetize that over that timeframe?

Sure. So I guess if you step back and you think about CapEx, year to date we've spent $72 million, roughly 39 in the first quarter and just over 33 in the second quarter. And if you step back as well and look at where projects are in terms of the construction queue, Emerald is starting to ramp down, right? We've completed construction, we're in the middle of commissioning. And yes, there are final bills to pay, but that one is starting to tail off. We've put Polk into construction, And again, in the beginning, you put it into construction, you're not spending a lot of money, and then it starts to ramp up as construction ramps up. So we think that that's moved out. And I think if we look out over the remaining six months and then into 24, from an overall CapEx perspective, I think we expect to be right in the middle of what we told you originally from a guidance perspective. And we've also seen, again, the delays in Sapphire and in Prince William. So, again, it all kind of factors into the suit. But from a relative perspective, you know, quarter to quarter, that $30 million to $40 million-ish range seems pretty good. In terms of capital and liquidity, again, as we disclosed yesterday, we've got roughly $44 million-ish on the balance sheet as of June 30. And we were sitting on roughly $34-ish million of rent and LCFS value that we expect to be able to monetize over the coming months as part of cash flow from operations. We also do have the debt facility still available to us that we amended as part of the GFL transaction. And that can be used, again, for the remainder of Emerald and for Sapphire. As you can imagine, we are talking to our bankers pretty frequently. We've said that our goal is to, you know, look at financing higher up in the capital structure. And, again, we feel pretty good about remaining, you know, availability under that facility as well as access to new. The other piece that we haven't talked about is ITC. And again, we've been pretty circumspect about a total amount, but we do anticipate being able to monetize via transfer the ITC associated with Emerald this year. And potentially Prince William, again, depending on when that comes online, whether it's this year or the beginning of 24, being able to monetize that as well. So, again, it all kind of goes into the soup, and that's why we're able to say we're comfortable around our ability to fund CapEx and continue to run this business and grow.

That's very helpful. Thanks.

Thank you, and one moment for our next question. Our next question is going to come from the line of Ryan Todd with Piper Sandler.

Your line is open. Please go ahead.

Great. Thank you. Maybe as a follow-up on some of your comments there on cash flow, can you walk us through the cadence of some parts of the R&G business through year end? Emerald should come online this quarter. How should we think about the timing of of gas production as that ramps and monetization in the coming quarters from Emerald. And then obviously you talked about the inventory balance that you have there of credits. Any commentary on kind of the cadence of monetization, how you would look to monetize or draw that down over the coming quarters?

Yeah, well, hey, this is Adam here. Thanks for the question. We'll let Anne start on the ITC, and then maybe I'll talk a little bit about our written inventory and how we're thinking about monetization.

Sure. I guess, again, from an ITC perspective, we do anticipate monetizing ITC associated with Emerald. Obviously, it would be our half because it's a 50-50 project, but to the extent that it comes on, in Q3, we anticipate that we'll be able to monetize that, you know, hopefully within the quarter as well.

And this is Adam here talking about our REIT monetization strategy, and there may be some additional questions on how we're viewing the D3 REIT market. You know, we sort of saw the first half being a little bit of an episodic hold on to our inventory of REITs as we were anticipating a positive outcome out of the EPA in terms of how they were going to treat the cellulosic biofuel category and perhaps rethink their RDO targets for cellulosic biofuels. And that did play out as we sort of expected. And we will begin and have begun unwinding some of the credits that we had been holding onto the balance sheet. We think over the next three years, this was not a one time, sort of top in D3 RIN prices and the way the RDOs have been set up now for multi-years, which we think is really healthy for the industry, providing that visibility. We actually think the D3 RIN market is going to continue to tighten over the balance of 23 and should lead to higher pricing, quite frankly, in the balance of 23 as we look out into 24 and 25. But we think the RIN market will start to be much less volatile, and we don't see ourselves in the future having as much volatility in our gap results and see that really smoothing out over the balance of the year and into 24 and 25.

I'll just add as well, obviously once Emerald comes online, under the current rules, We are able to store that gas once it reaches, you know, call it critical mass, right? We're out of that commissioning period. And we do assign the value of equivalent credits associated with that gas and storage as part of adjusted EBITDA. It does take, you know, call it three to four or five months to get through the certification process with the EPA to actually be able to generate and monetize those RIPs. So, again, just want to remind everyone that there is that little bit of delay between when you actually, you know, go online in a real way and start to actually recognize any significant revenue. Obviously, that potentially changes next year under the rules that they're currently, you know, promulgated by the EPA that you will not be able to put that gap in virtual storage pending certification.

Perfect.

That's very helpful. And then maybe... Changing gears to the fuel station margins, you talked about some of the drivers of improvement there, but could you maybe provide a little more clarity in terms of maybe a little more color on what all drove the improvement on the fuel station margins? And is that the right – the margins that we saw this quarter, is that kind of the right run rate going forward as we think about modeling this out?

Yeah, this is Adam again here. And I think as we mentioned in our previous quarters, there's two different components to our fuel station service segment. We have a construction business where we're building stations under turnkey EPC contracts. And those stations can typically take 12 months or so to complete. So we did have a lagging inflationary cost pressure. rolling through that business, which we do believe has now run its course. We also have some R&G marketing business in our fuel station business that's associated with our dispensing capacity. And that does also get the benefit of rising credit prices, which we think are going to continue. And we also have our service business there as well. And we don't think we've gotten to the full endpoint of where we think normalized margins are. We're not going to provide a margin target there, but we do think that that business still has some good upside to it. And, you know, we've got a little ways to go there in terms of where we think margins ultimately shake out.

From here, is it going to be – I mean, I guess in terms of the potential future gains from here, is that – Is the RIN price like the biggest component of that, or within those other two buckets, is there more tailwind still within those areas?

Yeah, this is Adam here. And, you know, where we see some good upside, and by the way, it's not only on growing volumes, and I know we'll get some questions later on the 15-liter engine and what that means and what that could be a growth in our fuel station service segment. But we also have, you know, some exposure issues. to potential rising LCFS pricing, specifically out of our California dispensing market. So we think there's some interesting potential optionality to that part of that segment as we move through some CARB actions that may be taken and also how to maximize our California dispensing with OCI dairy gas. So more to come on that in the future.

Perfect. Thank you.

Thank you. And one moment for our next question. Our next question is going to come from the line of Martin Molloy with Johnson Rice and Company. Your line is open. Please go ahead.

Good morning.

I wanted to ask a little bit about eRIN. And assuming that there's a positive outcome for the eRIN pathway later this year, Could you maybe talk about your expectation for how that might impact your advanced development pipeline? Could we see a number of smaller projects that are out there start to move into the advanced development pipeline?

Hey, Marty. John Moore. Great question. Thanks so much. Yeah, the great thing about the eRIN pathway is it supports a policy of collecting these harmful methane gas And it, I think, really promotes smaller, more difficult projects as well. You see a significant value being provided to those electric projects. So in addition to our 11 or so electric projects that stand to benefit from the E-ring pathway, we think that it really opens up a whole new avenue of development for us. You know, we've been developing and operating electric landfill gas projects for 25 years, and that's really our legacy business and our bread and butter. And we see the growth of that really coming back as the eRIN pathway and other pathways for monetizing the cellulosic attributes of the landfill through an electric project. So we do expect that our existing portfolio will benefit. We do expect that we'll be building more projects in the electric realm, and we look forward to significant growth in that sector.

Thank you.

And for a follow-up question, just on those alternative uses for the RNG, one of your competitors recently had an announcement regarding a letter of intent for e-methanol. Could you maybe talk about some of these other pathways?

I think that there's a lot of pathways that are developing. I think the e-methanol is certainly attractive. We see pathways developing in Europe, and we see some of the prices in Europe competing with prices in the U.S. However, the transportation fuel market continues to be a strong market, both in terms of the CNG-RNG fuel, as well as the growing electric vehicle market for it. You know, there will definitely be more and more options for monetizing the value of these, and that's just another tailwind for our business.

Yeah, this is Adam. Just to follow up there, you know, it's really interesting. As John was talking about before, what we're really doing here at Opal Fuels is capturing harmful methane emissions. These are not agricultural biofuels. There's no food versus fuel debate. And it's not just here in the U.S., it's really everywhere where public policy is focused on figuring out how we can capture more harmful methane emissions. So even when we're looking at some of these electric projects where you could build landfill gas to electric facilities and perhaps sell the electricity, there are new pathways developing all the time to still take those green attributes and find new markets for it. So it's not just dependent on an eRIN pathway coming through. We think there could be additional value to some of these landfill gas to electric projects as other new markets and other new policies develop. So we're optimistic on some of these potential electric projects. The eRIN pathway obviously is close and front and center, but there could be other things that get developed as well.

Great. Thank you. I'll turn it back.

Thanks, Marty.

Thank you. And our next question is going to come from the line of William Gripen with UBS. Your line is open. Please go ahead.

Great. Hi, everybody. Thanks for the time. Just wanted to circle back on the topic of ERINs here and specifically wondering if you could elaborate a bit more on maybe what you're hearing around how that program could develop. But I know, you know, previously before the final RBO came out, there were obviously some fears that that could drive oversupply of D3. Do you think the EPA could somehow structure a program to mitigate that concern?

Yeah, that's a great question. This is Adam again. And I Look, we're still early on in those conversations, or the industry is still early on in those conversations about Fox. And you're exactly right, by the way. That was one of the things that drove the pricing of RINs down was how the implementation and the rollout of the eRIN program was happening. And that was one of the key messages that the industry gave back to the EPA is, hey, look, this is the right policy. Let's just make sure. that we're not disrupting the market and not capturing as much harmful methane as we can as that rolls out. And that's what we're working with, you know, through right now is just to make sure that there aren't unintended consequences from how that gets developed. So there could be, so we're still early on, or the industry is still early on in those discussions. You know, I think they're going to happen and continue to happen in earnest over the balance of the year. And that's exactly what we're trying to do is work with the EPA to make sure that, hey, let's make sure this policy works. New projects get developed to capture new methane, and that is structured in a way to continue to do the original intent of the RFS, which is to promote cellulosic biofuels and provide that strong framework to continue investment and development in the sectors.

Got it. Appreciate that color.

And then just as a follow-up, going back to the deconsolidation of the GFL assets, just curious, could GFL require you potentially to do this on other projects that you're working with them on? And also, forgive my lack of accounting knowledge here, but as a result of the deconsolidation of Emerald, does that change or impact the amount of EBITDA you're recognizing from that project?

Sure. So thank you for that question. And I'm going to just say right up front, there's a lot of complicated gap accounting that goes into all of this. Basically, the reason for doing this is because, obviously, we've got the two projects today with GFL, but we do anticipate that our relationship will continue to grow, right? You know, we've got the seven additional projects that we anticipate, and they'll be part of this JV. So now this entity becomes standalone for both of us. Neither GFL nor OPWL will be consolidating its results. And results for us will continue to show up now on the P&L basically as an equity pickup, investment in equity affiliates. I guess as we think about adjusted EBITDA, it would flow through that way as opposed to flowing from revenue all the way down. As a consolidated entity, once Emerald, let's say, comes into operation, revenue, et cetera, would flow through the income statement, and then GSL's portion would have been backed out. So it's a long answer of saying we still get the EBITDA, but it becomes an add-back from equity pickup as opposed to flowing through and then backing out GSL's portion.

And the magnitudes would be unchanged.

Correct. That's correct. But I think, again, as this relationship continues to grow, it becomes a very meaningful part of our business. And at this point, we think that this sets us up to include actually up top as part of revenue the equity earnings. That's how others in the space have done it previously. But you have to be able to demonstrate and justify that it is truly a part of your business not just kind of a one-time event.

Yeah, and this is Adam here. And just in summary, there was no change to any of the economics from the original 50-50 partnership. Previous to this, JV, we were 50-50 partners with GFL on a project basis for both Sapphire and for Emerald. Nothing has changed there. So the adjusted EBITDA, no change. No change to how those are being run. And the JV really was set up to hopefully grow and do more projects together.

And let me just add, GFL didn't cause us or make us do this.

This is just the accounting that results from this joint venture.

Got it. I appreciate the clarification. I'll turn it back.

I mean, a better way to say it is it's a reflection, I think, of the growing commercial relationship. between the two firms, right? The accounting is just kind of like, you know, what we have to do after the fact, but accounting didn't drive the bus here.

Thank you.

And again, if you guys, if you would like to ask a question at this time, please press star 1-1 on your touchtone telephone. One moment for our next question.

Our next question is going to come from the line of Craig Shear with Two Shoe Brothers.

Your line is open. Please go ahead.

Good morning. Thanks for taking the question. So first on the project delays, is that pretty much all a case-by-case permitting issue, or are there any outstanding supply chain concerns as far as delivery times? And how do you think about your confidence on the projects you had previously guided into 2024 at this point, as far as timing?

Hey, Craig. John Moore. Thank you for your question. We continue to execute on our pipeline. We're not in any doubt. as to the ultimate value of these projects. The delay is substantially permitting oriented. There's, you know, a few other odds and end issues, but I would say that the substance of it is permitting delays. You know, like other companies in construction and particularly in RNG, you know, there are a number of permitting authorities that touch on these projects during construction. Typically, we build in timeframes for those, but as I said earlier, each of these permitting authorities is its own local and individual group with various degrees of experience, particularly with this new product, RNG. The RNG projects really have a very impactful reduction in emissions locally. And so ultimately, they're very attractive. And all of the permitting authorities that we deal with see that and ultimately get comfortable with it. But they do provide a level of scrutiny and questions You know, I think a good example might be with our Emerald project. This project, we completed construction in June. We probably would have started commissioning a little bit earlier on it, but the permitting authority there just took more time in terms of the final permit to get us started on the commissioning phase, whereas it might have been started commissioning In early June, it really started in early July. So those types of delays are, again, we try to build in, we try to deal with, but they're relatively small in nature. And from a big picture standpoint, when you go out 100,000 feet and look at our business, the earning power of these projects are unaffected and we'll continue to see it add to our business as we roll through 2023 and 2024.

Thanks for that. And speaking of the construction portfolio, digging in a little on William's Paragon question and Derek's CapEx liquidity question, it seems like now we've got you know, kind of separately domiciled liquidity and capex requirements between Paragon and your wholly owned operations or consolidated operations. On a go forward basis, do you plan on separating out your, you know, proportional or gross JV spend versus what you have to spend on balance sheet for capital projects?

So, Craig, are you asking, are we just going to break it out for reporting purposes, or are you asking more from the perspective of separate facilities for JV things versus kind of 400% owned projects?

I'm talking less about GAAP reporting than looking out over the next year or two in terms of CAPEX requirements and outlook.

Got it. Okay. So I think from our perspective, I mean, based on where we sit right now, the relationship with GFL, I think is, you know, a unique one, right? It's a large relationship due to Emerald and Sapphire, and it's growing. So we took the actions that we took, right, as a result of evaluating that relationship. I think at this point, you know, we continue to be interested in obviously building projects that we own 100%, but there are projects in the ADP where we have a partner. Based on where we sit right now, I don't envision that we would do a similar thing to what happened with TFL. But again, if those relationships also took off, With the amount of growth that we see, I don't know that we would be opposed to it either, right? Again, you want to maximize the commercial relationship and ultimately the economic benefit, and you do what you have to do behind the scenes to support it.

Fair enough. Thank you.

Thank you, and I'm showing no further questions at this time, and I'd like to turn the conference back over to Adam Kamara for any further remarks.

All right. Well, thank you very much for your interest in Opal Fuels and joining us today, and we hope everybody has a great day.

This concludes today's conference call. Thank you for participating. You may now disconnect.