OPAL Fuels Inc.

Good morning and welcome to the Opal Fuel's third quarter 2023 earnings call-in 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 the session, you need to press star 1-1 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 1-1 again. As a reminder, today's conference call is being recorded. I would now like to turn the call over to Todd Fiers, own vice president of investor relations. Please go ahead.

Thank you, and good morning, everyone. Welcome to the Opal Fuels third quarter 2023 earnings conference call. With me today are co-CEOs Adam Kimura and Jonathan Moore, Anne Anthony and Scott Contino, who will serve as Opal's interim chief financial officer. Opal Fuels released financial and operating results for the third quarter 2023 yesterday afternoon, and those results are available on the investor relations section of our website at opalfuels.com. Presentation and 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, which 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 disclosed on slides two and three of our presentations. These forward-looking statements reflect our views as of the date of this call, and OPWL fuels us not to 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. A definition of non-GAAP measures used in the reconciliation of these measures to the nearest GAAP measure is included in PBEX of the release and presentation. Adam will begin today's call by providing an overview of the Corps' results, recent highlights, and an update on strategic and operational priorities. John will then give a commercial and business development update, after which Scott will review financial results. We will then open the call for questions. And now I'll turn the call over to Adam Kimura, co-CEO of Opal Fuel.

Thank you, Todd. Good morning, everyone, and thank you for being here for Opal Fuel's third quarter 2023 earnings call. First, I would like to introduce Scott Contino, who will serve as our interim CFO. Scott has been with Fortistar for over 25 years and has worked with the Opal companies for all of that period. Scott was also CFO of Opal up until the spring of 2021, and he has an intimate knowledge of the business and the people. We feel confident in his abilities to stand in while we continue our permanent CFO search. I also want to thank Anne Anthony for her service. and was instrumental in helping take opal public and our capital raising initiatives we wish her well in her future endeavors moving on i'd like to highlight several points from this quarter's results and recent developments first in september we closed on a 500 million credit facility which streamlines and simplifies our balance sheet and provides a clear funding pathway for our in construction projects and execution on the next phase of our growth plan Second, we recently announced a joint venture with South Jersey Industries to construct and operate RNG facilities. We have started construction on the first project, the Atlantic RNG facility in Egg Harbor Township, New Jersey. We expect commercial operations to commence in mid 2025. We hope to expand this JV with additional projects shortly. Third, we brought online one of our largest RNG projects in North America, our Emerald project in Michigan. Opal's 50% share of this 2.6 million MM BTU design capacity facility is under our JV with GSL and is now through its ramp-up period and has received its EPA pathway registration. We anticipate generating RINs and begin selling them in December. Fourth, post the updated set rule in June, RIN prices have continued to strengthen with prices now in the $3.50 per gallon range. We think supply-demand dynamics will continue to support constructive prices through year-end and into 2024. Finally, we are encouraged by the green shoots we are seeing in the downstream fuel station service business based on very positive feedback from numerous major fleets testing the new Cummins 15-liter natural gas engine. We spend a lot of time discussing our RNG production growth and trends on that side of the business, but there is significant potential for our fuel station services business to grow substantially over the next several years based on what we are seeing and hearing. The OEMs are just now starting to take orders for deliveries in the back half of 2024, and it is something we are starting to get excited about here at OPWL as we look to 2025 and beyond. We also want to highlight several new disclosures after corresponding with the SEC. including separating the reporting of RNG pending monetization from adjusted EBITDA and additional disclosures regarding production capacity metrics. These enhanced disclosures should aid investors in their thinking about the near and long-term earnings power of the business. For adjusted EBITDA, we will no longer be matching the value of the RNG and environmental credits we produce in the same period we recognize the cost of that production. Revenue, net income, and adjusted EBITDA will now just reflect the credits that are sold and transferred in a period. RNG pending monetization now presented in a separate table includes the volume of stored gas, which we call RNG pending certification, and the inventory of unsold environmental credits held for sale at the end of the period. This table will also detail the environmental credit trading activity in a period. John will elaborate later on the additional disclosures we are providing regarding production capacity metrics, which will provide clarity on organic growth potential at our operating RNG facilities. With that, I'll turn it over to John.

John? Thank you, Adam, and good morning, everyone. We're pleased with our accomplishments this quarter. Importantly, we put the Emerald RNG project online as one of the largest facilities of its kind in the U.S. We now have eight RNG projects in operation with an annual design capacity of 5.2 million MMBTU, more than tripling our capacity over the past two years. Third quarter production continues to be aligned with expectations. RNG production was 2.0 million MMBTUs for the nine months ended September 30th, 2023, a one-third increase from the same period last year. In addition to our operating projects, we currently have six RNG projects in construction representing an additional 4.4 million MMBTU of design capacity. As Adam mentioned, we added Atlantic, our first SJI joint venture project, to our in-construction RNG portfolio. This project will contribute 0.3 million MMBTU of annual design capacity net to OPWL. We expect Atlantic to commence commercial operations in mid-2025. Moving on to our advanced development pipeline, we continue to make progress. We now have 7.9 million MMBTU of identified biogas in our advanced development pipeline. We continue to target placing 2 million MMBTUs of projects into construction in 2023. Together, our operating and construction projects represent 9.6 million MMBTU of design capacity. Adding in our advanced development pipeline, we have 17.5 million MMBTU of annual design capacity in operations, construction, and advanced development. This quarter, we're providing additional detail on how we measure the production output at our RNG and renewable power projects. We have often discussed the annual design capacity of our facilities, which represents the amount of biogas these facilities are designed to process. We are now adding two new metrics, inlet design capacity utilization and utilization of inlet gas. Inlet design capacity utilization measures the percentage of quantity of gas available at the inlet of our facilities compared with the design capacity of these facilities for the relevant period. We generally expect our RNG facilities to begin somewhere in the 70 to 80 percent range of inlet design capacity utilization and expect same store sales growth and increasing inlet design capacity utilization rates as all of our RNG facilities are in open and growing landfills and we continue to make improvements in gas collection at the well fields. Utilization of inlet gas measures how productive we are in converting the gas coming into the RNG facility into product RNG. It's simply the volume of actual production for a given period divided by the volume of inlet gas. This metric should be relatively stable, between 80% and 90%, with fluctuations based on the efficiency of the system, the planned and unplanned downtime at the plant, as well as the quality of the gas, i.e., methane content, which can be aided by wellfield and gas collection management. We think both of these metrics should clear up some details regarding the period end or year end design capacity statistics and also give investors a sense of organic growth potential at our facilities. I want to shift gears now and address construction delays that we've seen in the past. We're pleased to report that we have obtained two major permits and as a result, the timing associated with the completion of these construction projects has an increased level of certainty. In particular, we've received the air permits for both the SAFIRE and PULC projects, which were major elements outside of our control. As a result, these projects are now on track to reach commercial operations in Q3 and Q4 next year, respectively. Prince William continues to be on track for Q1 2024 commercial operations, as previously reported. Before we move on to the financial results in the quarter, I also want to take the opportunity to say thank you to Anne. She was a pleasure to work with, and perhaps Anne can say a few words before we pass the call over to our interim CFO, Scott Contino. Anne?

Thank you, John and Adam, and good morning, everyone. I wanted to take a minute to thank everyone I have worked with, both within OPWL and externally. It has been a very rewarding experience to see such an exciting transformation in such a short period of time. I wish everyone at Opal the very best of luck and will continue to cheer you on from the sidelines. I hope that I get a chance to work with all of you again very soon.

Great. Thanks again, Anne. And with that, I'll turn it over to Scott to give a little more detail on the financial results.

Thank you, John. And good morning to all the participants on today's call. Last night, we filed our earnings press release, which detailed our quarterly results for the period ending September 30, 2023. Our 10Q will be filed later today. The biggest driver of the quarter's results was environmental attribute pricing and the monetization of RINs in inventory. Looking at the third quarter results compared to the second quarter of 2023, RNG production increased to 0.7 million MMBTUs from 0.6 million MMBTUs. The increase is largely due to increased inlet design capacity utilization and utilization of inlet gas, along with a partial month of startup at Emerald. RNG production was 2.0 million MMBTUs for the nine months ended September 30, 2023, compared to 1.5 million MMBTUs for the comparable period last year. Revenue in the third quarter was $71 million as compared to $55 million in the second quarter. The main driver of the higher revenues was the sale of 8.4 million rins at an average realized sale price of $2.83 a gallon as compared to the second quarter where we elected to delay selling in a depressed D3 price environment. Net income for the third quarter was $0.2 million as compared to $114.1 million in the second quarter. Excluding the second quarter's one-time gain on deconsolidation, third quarter net income was $9 million greater than the second quarter's $8.8 million net loss. the main driver was the greater sale of RINs. In contrast to prior disclosures, we are now reporting RNG pending monetization separately from adjusted EBITDA. This value will vary each quarter depending on how much we ultimately produce and sell. We will continue to provide a quarter-end value of RNG pending monetization based on a quarter-end price of D3 RINs and LCFS credits. showing a net value to Opal after consideration of costs such as royalties, dispensing fees, et cetera. Adjusted EBITDA was $16.5 million in the third quarter. A reconciliation to GAAP results is provided in our earnings release from yesterday and our investor presentation updated this morning on our website. The quarter was negatively impacted by approximately $1.6 million of project ramp-up expenses that were not capitalized and other project development and legal fees also not capitalized. We'll discuss the impacts of excluding RNG pending monetization for full year 2023 guidance shortly, but first I want to mention a couple of other drivers of financial performance in the quarter. The fuel station services segment dispensed 33.1 million GGEs in the third quarter, including service volumes. Revenues for this segment increased to $37.3 million for the third quarter, as compared to $30 million in the second quarter. This increase in revenue is primarily the result of increased RIN sales, and the segment results continued the trend of improving margins. Renewable power revenues decreased to $13.7 million for the quarter from $14.5 million in the second quarter. This was primarily due to reduced Arbor Hills revenues as Emerald came online. As Adam mentioned, in September we entered into a $500 million senior secured credit facility. The credit agreement provides up to $450 million of term loans over an 18-month draw period and $50 million of revolving credit. As of September 30, 2023, approximately $164 million was drawn down on the facility. As of September 30, 2023, liquidity was $360 million, consisting of $327 million of availability under the credit facility, and $33 million of cash, cash equivalents, and short-term investments. As a result, we feel good about our capital position to execute on our growth plan to take advantage of strengthening end markets. At current RIN prices, we expect our full year 2023 adjusted EBITDA guidance to be in the $60 to $63 million range, and RNG production to range from 2.7 to 2.9 million MMVTUs. Our adjusted EBITDA guidance includes the anticipated receipt of $8 to $9 million of ITC sale proceeds in the fourth quarter. This represents approximately 80 percent of the ITC proceeds from our share of the Emerald project, with the balance anticipated in 2024. As we've mentioned, the estimated range for adjusted EBITDA excludes the value of RNG pending monetization, which we expect to be in the $20 million to $22 million range. Our reduced production guidance from our March guidance expectations has resulted from previously reported plant start delays at both Emerald and Prince William, and not production levels from operating facilities. Plant start delays also shifted some ITC sales into 2024. With that, I'll turn it back to John for concluding remarks.

In closing, we are pleased with the continuing success in the execution of our business plan. We are aided by multiple tailwinds, including continued industry consolidation, and we have the capital in place to take advantage of these opportunities, creating value for our stakeholders. We remain committed to furthering OPWL'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 OPWL.

Thank you, ladies and gentlemen. If you have a question or a comment at this time, please press star 11 on your telephone. If your question has been answered or to move yourself from the queue, please press star 11 again. We'll pause for a moment while we compile our Q&A roster. Our first question comes from Derek Whitfield. Steve, your line is open.

Good morning, all, and congrats on your operational progress with Emerald and Atlantic, and best wishes to you on your future endeavors.

Thanks, Derek.

For my first question, I wanted to focus on the implied EBITDA ramp to $42 million in Q4. Could you speak to the project ITC and RIN drivers specifically for Q4, and then more broadly speak to how you plan to manage the monetization of your RIN bank, which, to your credit, has only increased in value year-to-date, as shown in

Yeah, thanks, Derek. This is Adam here. And a couple of things on the guidance for the fourth quarter, which is in the 40 to 42 million range. One is we are including there the sale of ITC proceeds from the Emerald project. It's important to note the 8 to 9 million that we referenced there is about 80% of the proceeds we expect to receive from that. with the remaining 20% from those ITC proceeds in 2024. The other piece that's driving a large sequential increase in EBITDA in the fourth quarter is also the continued monetization of the RINs that we've generated. I would just caution folks, when we show the 5 million of RINs at the end of the third quarter, There was a forward sale contract on the majority of that around $3 per RIN. So we're anticipating selling and, you know, being active, selling the remaining of the RINs that are getting produced, you know, throughout the balance of the fourth quarter. And those are the primary drivers in the fourth quarter.

That's great.

In terms of our RIN monetization thoughts going forward, I would say this. I think that the RIN market is behaving sort of as we would expect, you know, with the updated guidance on the RBOs. And we think we're going to be the normalized RIN monetization strategy, which would basically mean trying to transact or put forward sales in place as we produce the RINs. And we really think... you know, sort of holding RINs and having some of that volatility from quarter to quarter should normalize as we move forward. We have not seen a lot of trading activity yet on the 2024s. We expect that really to start in earnest over the coming weeks and month or so. And, you know, as we mentioned in our commentary, the supply and demand fundamentals look good for D3 RINs. And, you know, it's our expectation that we should see this constructive pricing continuing into 2024.

Thanks for the added detail, Adam. Certainly agree with your thoughts on the macro side. From a follow-up, I really wanted to focus on the competitive landscape for RNG and the recent MARO transactions. On the one hand, Morrow highlights your stock is undervalued based on your online and in-construction projects alone. On the other hand, it paints a more competitive backdrop for the girth of your ADP. I'd love your take on both sides of the coin.

Eric, this is John. So, you know, we're really excited about our positioning here. That transaction really set or reestablished the mark of kind of a 10x multiple on a company that has 5 million MMBTUs of projects and without a lot of growth opportunity and certainly without the same downstream opportunities we have in our advanced development pipeline. So, you know, continues to be constructive and positive in terms of the environment out in the industry. You know, when we look at the competitive landscape, We really think of the excellence in execution as really being a differentiating factor. And so we are not troubled by the consolidation. We're actually encouraged by it. And at the same time, we continue to look at opportunities ourselves. The $500 million credit facility and other liquidity that we have really gives us a little bit of ability to continue to look for growth opportunities. Our advanced development pipeline is in good shape and growing, and really the relationships that we have with our counterparties, I think, helps with all of that growth. Maybe, Adam, you'd like to add a little bit.

Yeah, just a couple of quick follow-ups there. You know, You know, when we put together Opal Fuels and really embarked on our business strategy, you know, we had a belief that transportation fuel was going to be the highest value of this R&G product. And, you know, that recent guidance out of the EPA in June, which really sets the stage for transportation fuel being very attractive for the next three years, Our vertical integration really comes into play as a lot of these landfill owners or feedstock hosts are thinking about how to align themselves with folks that can create the most value from the product. I think that vertical integration continues to be impactful as we're competing for new business. I would say the fact that we've got the capital in place also gives confidence to our new partners to continue to work with us. and assign us gas rights. And although it was a lot of work putting together a lot of the new disclosures around our operating plan metrics and that sort of thing, I also think that's going to be a differentiator. Where you look at the project that Opal puts online and operates, I think that also gives counterparties a lot of confidence that they're going to align with somebody that A, is going to get a project built, and B, is going to operate them efficiently and effectively. and see them also grow those projects organically by continuing to do really good work in the wellfield to increase gas collection and efficiency of those wellfields. So I think all those things still stack up really well for us, Derek.

It's great, Keller. Thanks for your time and the new disclosures as well.

One moment for our next question. Our next question comes from Matthew Blair with TPH. Your line is open.

Hey, good morning, and thank you for taking my questions. Adam, you mentioned the tight D3 supply-demand. On our numbers, it looks like we'll be around 100 million RINs short for 2023. Can I ask you, what happens in that scenario? Do you think the EPA brings back the cellulosic waiver credit, or is there a possibility the EPA might I guess, retroactively reduce the 2023 RVO for D3 RINs? Any thoughts would be appreciated.

Yeah, no, it's a good question. And I think your math, although, you know, I don't know if the exact number will be 100 million or not. And refiners are able to carry forward some of their obligation into the following year. So if the market ends up being short 2023s, You know, what a lot of those obligations parties can do is roll forward some of those obligations and try and purchase additional 2024s. And it does look like the market may remain tight through 2024 and 2025. And, you know, how the EPA may ultimately address that, you know, we'll see. I don't think there's going to be any action to the end of the EPA until we get really into the meat and heart of 2024. I don't think they're going to take any actions. until they really see how all of those production figures line up with the ultimate RVOs. And we'll see if it's a waiver credit mechanism that comes in place or they're thinking about different ways to alleviate supply shortfalls. It wouldn't surprise us if at some point, towards the end of 24, if the industry is short, EPA looks at something But for now, that price cap mechanism does not exist. And we sort of agree with you in terms of supply and demand fundamentals.

Let me just add that clearly the EPA is trying to encourage growth in the cellulosic sector. So everything Adam said is spot on. And I just think That stance by the EPA kind of mitigates any premature changes.

Yeah, thank you, John, for highlighting that. I think it's really important when you look at the EPA in all of their text that they bring around the RBO set rule, cellulosic biofuels is the core tenant of the renewable fuel standard. And it's really where they're trying to push growth and investment.

and um you know we we see that support continuing uh and um um you know we'll uh believe it is that sounds good uh thanks for all the color and then can i ask why do you plan to end the year with the 20 to 22 million dollar backlog of of rins and lcfs is that a is that a play on future expected future increases in prices for 2024 or is that just just kind of a typical timing lag and if so we would expect you know a similar backlog each quarter going forward yeah that's that's that's a good question um no in our vetted guidance we're assuming that we are uh uh minting and selling uh uh the rims that we're producing um which um

for the balance of the year. And that ending year balance will really be based on the RNG pending monetization. The cost that we incur in December to produce all that gas gets dispensed in December, and then you get your RINs deposited in January. And we're going to continue to disclose both, which matches the value of the RNG that we're producing in a period where the costs are incurred to still provide that sort of clarity and granularity in current period economic activities. And I'll just give you one example of that as we think about and look towards 2024. We did a terrific job getting our Emerald project certified really quickly in order to be able to dispense and make grins here in December. And we've got our pulp project coming online in the fourth quarter of next year. And, you know, that would provide an example where, you know, in the fourth quarter, you know, of next year, we'll see if we can get those RIN certified in a similar kind of timeframe. And, you know, if for whatever reason you don't get your RIN certification, monetizing those RINs and still experiencing you know, a couple of months of production cost, that's why we're still detailing that and outlining it. So, for 2023, we are, you know, that figure that we're highlighting towards the end of the year does represent the RNG that was produced and the cost incurred, not necessarily forecasting a RIN balance based on where we see pricing going.

Got it. Thank you. One moment for our next question. Our next question comes from Ryan Fingers with B Reilly. Your line is open.

Yeah, thanks for taking my questions, guys. So what's next here expected to be busy as several projects likely come online? Can you talk a little bit about CapEx and potential IPC expectations for 24th?

Well, we're not going to get into specific guidance for CapEx just yet. We'll do that when we provide our full year 2024 guidance. What I would say is as you see our projects coming online with COD, it's rational to expect that we could be receiving ITC proceeds within 30 days, 45 days. We're hopeful that it's a smooth process at that point. as we're establishing our documentation and that sort of thing. So, you know, we'll give some ITC, you know, guidance when we also give our 2024 numbers. I think that answered your question.

Got it. Yep. Thank you. And then you noted that the reduced production guidance stems more from the project delays than operating access. I'm curious, have your operating assets faced any weather related or other issues that might affect production at those facilities?

No. So, you know, our operating assets continue to produce extremely well. We have really built a great team of gas collection experts that get the gas into the facility. and of operating experts who operated a high degree of utilization for each of the projects. We're seeing really good availability and efficiency numbers across our projects and really great prospects for maintaining that efficiency and seeing growth there. So the projects are operating well. I think that, you know, the point that you mentioned about delays, which are mostly behind us now for several of the major projects, you know, is right about in terms of timing of certain aspects. But, you know, we're on track with our Prince William project for the first quarter, and we're excited about that project coming online. We're excited about the... fact that we got our permits at both the Sapphire and Polk projects, which really helped to anchor those projects in the third quarter and fourth quarter respectively, and that we continue with the Atlantic project in construction for the middle of 2025 and look for future projects with that SJI partnership. So really happy about the operations of our projects. As these projects go through construction, there's a little bit of variability in timing, but that tends to be small and identifiable.

Excellent. Appreciate all that, Keller. I'll turn it back.

Sure.

Thanks, Ryan. One moment for our next question. Our next question comes from Martin Malloy of the Johnson Rice and Company. Your line's open.

Good morning. I wanted to ask about the impact of the Cummins 15 liter engine as you look at the 24-25 and build out of your stations and throughput there based on the conversations you're having with the customers.

Yeah, great, Marty. This is Adam here. And You know, as I think I mentioned earlier, you know, the feedback has been really strong so far. And I just want to give you a little bit of a flavor here on this Cummins 15-liter engine, where the 12-liter engine, when that was first introduced, it was a JV between Cummins and Westport. And, you know, Cummins, you know, all that development effort was really funded at that JV level with maybe 30 or 40 million of engineering work and maybe not quite as much aftermarket support and that sort of thing. And after that, that JV then expired after 10 years. Cummins got all that technology and has now, and they didn't want to at that JV originally do a 15 liter rollout because it would have competed with Cummins' original 15 liter diesel engine. Now that Cummins has taken that entire product in line and owns 100% of that technology, they are going full bore behind this 15 liter natural gas engine. I think they spent about 450 to 500 million retooling their Jamestown plant for it. They've got all their engineering muscle and support behind it. And the feedback has been really positive so far. Where that 15 liter not only is gonna produce operational savings just by using CNG, But for these leaks to then be able to burn RNG and have zero scope one, zero scope two emissions, it's a really powerful product. And I also want to temper some enthusiasm here because you said, what about 2024? They're just taking the orders right now, the OEMs, for deliveries to start into the back half of 2024. So it's not going to be a material impact for our 2024 numbers in terms of fuel station services. But we expect to see a lot of business development activity over the next 12 months as it really starts getting deployed into 25 and 26. And there are a lot of folks out there thinking that that product could reach 8% to 10% market share. They've certainly got the capability at their manufacturing plant to hit those kinds of numbers today, quite frankly. And that would be a tripling of how many of those new trucks go on the road each year, which really has implications for our fuel station service business in terms of what that could be looking like in 2025, 2026, and 2027. And the product is doing really well in China right now. I think they're up to about, I don't know, 25,000 engines or so in China. So we're excited about it. And, you know, we're calling it green shoots right now. You know, I know how Wall Street works. And, you know, everybody wants to know about next quarter. So this one looks like it's something that's going to be, you know, could be, you know, impactful as we look at 25, 26, and 27, that sort of thing.

Great. Thank you. That's very helpful. And for my follow-up question, just a modeling question, but wanted to to try to find out how the ITC is likely going to come into the income statement. Is it going to be a contra account to the cost of sales for the RNG fuel?

We're currently anticipating that it would be brought into net income when we receive the ITC. We haven't done, we haven't completed a transaction yet.

So, you know, we still haven't worked through the accounting on it, but that's our current expectation. Yeah, just a reminder here, these are cash proceeds that come into the company. So it is cash flow. And, you know, I think there are some other folks out there that have recognized it as current period income. That's our best thinking right now. And, you know, as you think about that as well, we would remind folks that this is an earning stream that will go through at least 2027, where we're going to have ITC sales starting here in the fourth quarter. We're going to have the same thing next year in 24. 25 will also have ICC proceeds, and then we'll also have production tax credits from the 45Z. So this is a program that will last through at least 2027. And it's not insignificant in terms of cash flows that will be provided to the business as we think about continuing to fund our capital program.

Great. Thank you for taking my questions. I'll turn it back.

One moment for our next question. Our next question comes from William Griffin with UBS. Your line is open.

Great. Thanks very much. First question, just wondering if you could walk us through the change or the impact on the 2023 EBITDA guide and what 3Q would have been if not for the accounting change and the RNG pending monetization?

Yeah, so this is Adam here. I would say, you know, the real two big impacts to our adjusted EBITDA guidance, well, actually maybe three. The first is separating out the value of the credit teller for sale and the R&T that we produce and incur the cost for. So that's obviously the biggest driver, you know, for our new adjusted EBITDA guidance. And if you look at our guidance in totality, normalizing for that separation of that value out of adjusted EBITDA, the biggest factor has been price. Price has been better than we originally guided to. And if you do the math on all of our original production guidance, that would have driven EBITDA outperformance in, you know, in the mid-20 range of EBITDA. And then we had production, and then we had delays in the start of those facilities where our operating projects hit our production forecast, and the delays probably dropped our production, you know, in that 600,000, 700,000 MMVTU range, which basically, you know, took away the vast majority of price impact. And then those delays also impacted the ITC sales that we were talking about. And, you know, it was, you know, the couple million from Emerald that slips into 24, you know, the BioTown project that we had invested in are now monetizing their ITC in 24 versus 23. And we, you know, assumed some level of that Prince William ITC that's now slipped into 24. So, On balance, 23 looks like better price delays costing us in some production and some ITC, which is the ITC really delayed into 24 versus 23. And if you look at our third quarter, you can see what our RNG penny monetization value was in the third quarter versus the second quarter, which was basically flattish. So no real change to the third quarter, I don't think, per se. But for the full years, you can see what that impact was.

Got it. Appreciate that color. And then just as a follow-up here, I saw in the press release you noted a change order dispute with an EPC. Curious if that's specific to the dairy assets, and are you starting to see cost inflation perhaps getting ahead of your expectations here?

So this is John. That's kind of a two-parter there. First, this is very specific to a single dairy project out in California with regard to the change orders that we're seeing from our EPC contractor out there. It's essentially related to the – there have been a number of changes to the – upgrader facility there and the costs associated with it and the provider of the equipment that's really cost the EPC provider a little short. They're asking for increased compensation associated with those projects and that increased compensation is a matter of current discussion. We see that with a resolution of that coming up, and we have line of sight to that resolution, that these projects will continue on their current pace towards Q3 and Q4, respectively. What was the second half of your question, Will, William?

Sure, yeah. It was just wondering if that's maybe foreshadowing cost inflation.

Oh, cost inflation. No, it's not. It's not. It has to do, there absolutely is cost inflation, so let's not pretend that there isn't, but this one is not related to cost inflation. This one is just related to the actual procurement of equipment and difficulties that the EPC provider is having with that or have with that. All of that procurement is underway and completed. and that it's not really associated with cost inflation. But the cost inflation piece is real because a lot of the trades, whether they're the engineering or the civil or the electrical contractors, are seeing substantial increase in costs and trying to pass that through. So that We're definitely seeing upward pressure and some of our equipment providers too are seeing that. So, we're definitely evaluating the equipment we use and how we procure that. I will say that when we choose the equipment, we really lean towards equipment that has a very high degree of reliability and efficiency. And one of our highest priorities in building projects is to make sure that when we turn those projects on, that they work and work well. And we've seen that in project over project. The Emerald project, which started putting gas into the pipeline in the middle of September, is now largely through its ramp-up period. And that is, in our book, a very fast period, getting the certification EPA this month and allowing us to dispense gas in December for sale of RINs in December, you know, really kind of points to a team that's kind of running on all cylinders and just to reiterate, building projects that work.

Yeah, the only thing I would add there is, you know, we are always trying to figure out ways to do things more efficiently, and there's no doubt has been inflationary pressures on the cost of these projects. And at the same time, you know, we're still fighting really good projects, you know, at those, you know, three to four build multiples. And, you know, we are in the mode of making sure that these projects are going to work and work correctly. And, you know, that's really our primary objective when we're building these plants. You know, just a reminder, these are 20 to 25-year assets, and after you build them, don't really require additional capital expenditures if you build them correctly. And, you know, that's really our primary objective. But we do see some opportunities where we're hopeful that we can start, you know, fighting back some of those inflationary pressures that we saw.

Great. Appreciate the time. Thank you.

One moment for our next question. Our next question comes from Adam Bubes with Goldman Sachs. Your line is open.

Hi. Thanks for taking my question. Nice to see the timing around commercial operations in construction projects remaining on track. Can you just help us think about timing between when a plant is commissioned until it starts contributing to earnings. Some of the players in the industry have talked about a lag between plant commissioning and earnings contribution as a result of RIN certification and calibrating the right quality of gas. So just trying to understand what that looks like for you folks.

Sure, Adam. This is John. So thank you for the question. That's a little bit what I was trying to get at with my prior answer question. So we started putting gas, as soon as we start putting gas into the pipeline, for the most part, that is going to be future revenue associated with the project. So that gas kind of gets stored and then we file for, we take gas samples, we then use those gas samples to file for certification and that certification can take, you know, six to eight weeks perhaps. And so that's what we saw the certification come for a project that started producing in the middle of September. We got that certification in early November. So that represents the first lag, if you will, let's say, you know, five or six weeks perhaps. And then the second one is with regard to dispensing and creation of the credits. And so when we dispense in November, those credits will show up in our account in December, really the end of December, and they'll be available for sale at that time. And if we either have a forward sales agreement in place or we otherwise sell those credits at that time, we can then recognize that income at that time. So now we're talking about three months past the date. And then receipt of the cash associated with that sale, you know, perhaps a week later or something like that. So if we make a year-end sale, that cash might show up in the next month after that. But does that help with the timing?

Yeah, that color is very helpful, much appreciated. And then my follow-up, I was wondering if you just provide any more color on the specific projects in the advanced pipeline and expectations for some of the more near-term opportunities to be put into construction. Particularly interested in hearing if there's any visibility on the timing of the second SGI partnership facility and the WM partnership project as well.

Okay, so great. So yeah, I'll take that. So we are definitely excited about our advanced development pipeline and continue to look at 2 million MMBTUs in construction this year as our target. We're working on multiple opportunities that are very attractive. And these opportunities that we see are really the result of strengthening relationships across the industry. You've seen us report on some waste management projects. We continue to report on GFL partnership, the Emerald project being a poster child of that relationship. And the relationship continues to grow, not just on the upstream side, but on the downstream side as well with additional dispensing that we do for GFL but now as you pointed out you know outside of landfill owners there's other strategic partners SJI particularly wants to invest in this industry and see decarbonization of their pipeline network and so by investing in projects like these landfill projects And finding partners who can really execute on those opportunities is really going to be helpful for them. And it's really a case of where one plus one can make three, where they can get benefits to them and we can execute on further opportunities. We did put the Atlantic project into construction and we see additional opportunities coming from that relationship really You know, the stars continue to align in that area, and that advanced development pipeline really represents the opportunities that are before us. Great development team. and continue to work on that. Adam, maybe you want to add something?

Yeah. So in order for something to move from advanced development pipeline into construction, you really need a pipeline interconnect agreement, a place to place the gas. You need your completed RNG gas rights agreement, which could include partnership documentation. And then we need the final design of the facility and an EPC contract that goes with it to order longer lead time equipment. And we've got all sorts of flavors of those as we're trying to get them across the finish line here, where one, we maybe have the gas rights agreement, we've got a design of the facility, and we're waiting for the interconnect agreement. And in another project, you know, we've got the EPC, we've got our partnership docs lined up, and maybe there's an amendment that needs to go through a municipality where you're trying to get on the schedule for a meeting. So they all have their little flavors to it, but I really feel good about a number of these opportunities moving forward.

Great. Thanks so much. Thanks, Adam. One moment for our next question. Our next question comes from with Tui Brothers. Your line is open.

Good morning. Thanks for squeezing me in and congratulations on the progress with the construction and development portfolio. I'll just keep it simple since we're at the bottom of the hour. Just want to dig in a little more to Ryan and Adam's questions around project delays and first project RINs timing. It seems that peers have been talking about more systemic delays of quarters up to 18 months versus the outlook a year ago as the industry sees a variety of issues from site permitting, RNG certification that you talked about, supply chain, pipeline connection issues, many of which are all being impacted by broader labor concerns. But you're kind of describing like some small limited variability in project timing at this point, which is good. But I'm trying to understand why perhaps you remain so confident about the execution of the future project portfolio growth timeline versus what many in the industry are talking about.

Sure. This is John. I'll start on that. So essentially, you know, the principal thing that we do when we enter into construction is we start with an EPC contract, as Adam was saying a minute ago. While we don't have all of our permits at the time that we enter into that contract, we have a general understanding of what that permit process is And likewise on the pipeline, we generally make sure that we have pipeline options open to us while maybe not 100% committed at the time that we start construction, that we have clear-cut pipeline options. So the timeframe that we're seeing is really an 18-month or so timeframe from when we pull the trigger to start construction. And remember, when we say start construction, that's putting in long lead orders, that's doing engineering work to finalize engineering for other components, and the actual site construction isn't really scheduled to start for six or eight months into a construction project. So, we really contemplate that permits can be acquired during that timeframe. We did see, for example, at the Emerald project that our air permit took a little bit longer and the electric interconnection took a little bit longer so that a June project ended up being a September project. But the project came right in. on budget in terms of what we were expecting and what we actually achieved. You know, we look to the Polk project as another example of timeframe. We put that into construction in June of this year, and we're seeing that that project is on track for Q4. We think kind of earlier in Q4 But so, you know, that would keep to that 18-month timeframe that we're talking about here. And that includes the procurement of all of our major components, the civil contracting, the electric contracting work, and the commissioning. So when we bring a project online, that commissioning then usually starts a couple months or so before the project starts to deliver gas into the pipeline. And then as we kind of mentioned on Adam's question earlier, that once that project delivers gas into the pipeline, we're able to grab a gas sample and start the RIN certification process to start selling some of the stored gas that's produced during the ramp up period. Ramp up period can be, you know, you know, as long as a three, four or five month period. But as we do more projects and our team gets better at it, that ramp up period can be shortened. As we can see, we're two months into the Emerald project and substantially through that ramp up period now. So we're kind of pleased with how it's going. We understand what other people are experiencing in the industry. We've had other projects people tell us of the difficulties that they're having, but we think that perhaps because of the expertise of our team and the experience of our team that we're able to keep those timelines fairly well-defined. Adam, was there anything you wanted to add?

I was just going to add that it's one of the differentiators we feel like we have here at Opal Fuels is being able to execute and listen, there could be months or two here or there, but feel confident and good about the timelines we've set out for the things that are in construction.

If I could just clarify in my mind your answer, and it's very, very helpful what was shared. It sounds like you have a high bar to setting a project in construction and signing an APC contract and the initial orders for long lead time items because it sounds like you're saying, look, we don't have the permits in hand and the pipeline connection and such, but we've already teed up this process. We're not starting from square one. We won't. quote unquote FID and announce it and sign an APC unless these other things are kind of the ducks in a row, not complete, but, but so maybe you have a higher standard than, than some industry, uh, protocol.

I think it's important. Let me just start out. I think it's really important. Craig, uh, you, you point out a really good point. When we talk about projects going into construction, This is not, you know, we don't say that lightly. As Adam was talking about earlier, you know, it starts with having an executed gas rights agreement. We take that and we do a really complete analysis of the landfill gas that's available. Every project's different. The quality of the landfill and landfill gas is going to be different and really define different style of design for a project. We take that and combine that with what our pipeline options are. And we look at really what the best design is going to be for this project. And then we work with our EPC contractor to get that design. We consider all of the permits that are going to be required for this. And so when we put a project into construction, we have a high degree of confidence that the project is going to be built. It's going to be built well. It's going to be built substantially on the timeframe that we say. And when the project comes online, it's going to work. And I think that's really important. Adam, if you want to add something to that.

I think you covered it, John. Thanks.

Thank you.

One moment for our next question.

Thanks so much. Our next question comes from Brian Zhang with Scotiabank.

Your line is open.

Hey, thank you for taking my question. I just have one. So I have a question on the RMG field segment revenue. If we look at the 3Q compared to 2Q, the volume is up about 16%. Also, you have sold more rings than you have generated during the quarter. That additional revenue alone can, according to our calculations, about 7 to 8 million additional revenue. But 3Q segment revenue only increased about 4 million. So is there anything we should be aware of that could impact other revenue streams such as brown gas sales?

Thank you.

This is Scott.

Thanks for your question, Brian. We'll have to get back to you on that.

Okay, no problem.

We're in all week.

If you reach out to one of us, we'll get back to you. Okay, thank you.

And I'm showing no further questions at this time. I turn the call over to Adam for any closing remarks.

All right, well, I appreciate everybody's interest in Opal Fuels and joining us on the call today, and we look forward to speaking again soon.

Well, ladies and gentlemen, that's to conclude today's presentation. You may now disconnect and have a wonderful day.