Good morning, and welcome to OPAL Fuels Second Quarter 2023 Earnings Call and Webcast. [Operator Instructions]. 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 Comora and Jonathan Maurer, and Ann Anthony, OPAL's Chief Financial Officer. OPAL Fuels released financial and operating results for the second quarter of 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, to 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, and 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 a 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 quarter's results, recent highlights and updates on our strategic and operational priorities. John will give a commercial and 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 Comora, 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 continue 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 3 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 3-year targets, which provide multiyear 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 in 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…

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 products forward in our business development funnel, providing significant momentum and visible growth to our business. In our RNG Fuel segment, we have 7 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, 3 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 6 RNG projects in construction, representing an additional 5.4 million MMBtu of annual nameplate 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 [indiscernible] construction portfolio. This project will contribute 1.1 million MMBtu of annual nameplate 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 on some of our construction projects. We have experienced some delays at our Emerald, Prince William and Sapphire R&D projects in large part due to permitting process. First, I want to stress that these delays are not a reflection of whether the projects will ultimately…

Thank you, Jon, 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 onetime gain, our adjusted net loss for the 3 months ended June 30, 2023, was $7.8 million. G&A costs for the second quarter totaled $13.7 million, with approximately $1.9 million of that total included a stock-based compensation, which is noncash. 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 onetime items, such as the onetime 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…

Thanks, Ann. In closing, I want to remind everyone that OPAL Fuels business is addressing 2 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.

[Operator Instructions]. Our first question is going to come from the line of Derrick Whitfield with Stifel.

Congrats on your progress with several of the RNG projects. For my first question, I wanted to focus on your 2023 EBITDA guidance [indiscernible] in the prepared remarks. While there are certainly puts and takes from the standpoint of timing and production volumes, the combination of your RIN inventory and production profile and the materially stronger RIN pricing we're experiencing now versus your plan, seemingly suggest there is still upside to your 2023 guidance. Is that a reasonable conclusion?

Thanks, Derrick, for your question. And again, we appreciate your support. And I think, again, as we look to 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 with the guidance where it is.

Just a 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 how highlighted on Page 13, inclusive of ITC, if you're able to monetize that over that time frame.

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 [indiscernible], Emerald is starting to ramp down, right? We've completed construction. We're in the middle of commissioning [indiscernible] that one is starting to tail off. We've put [indiscernible] into construction. And again, in the beginning, you put it into construction, you're not spending a lot of money as and then it starts to ramp up as construction ramps up. So we think that, that smoothed out. I think as we look out over the remaining 6 months and then into '24, from an overall CapEx perspective, I think we expect to be kind of right in the middle of what we told you originally from a guidance perspective. And we've also seen, again, the delays impact [indiscernible] so again, it all kind of factors into [indiscernible]. 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 [indiscernible] 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 [indiscernible]. The other piece that we haven't talked about is ITC. And again, we've been pretty circumspect about the 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 at the beginning of '24, being able to monetize that as well. So again, it all kind of goes into the [indiscernible] 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.

Our next question is going to come from the line of Ryan Todd with Piper Sandler.

Great. Thank you. Maybe as a follow-up on some of your comments there on cash flow. I mean can you walk us through the cadence of some parts of the RNG business through year-end? When -- I mean, Emerald did come online this quarter. How should we think about the timing 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?

Yes. Well, this is Adam here. Thanks for the question. We'll let Ann start on the ITC and then maybe I'll talk a little bit about our RIN 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 comes on in Q3, we anticipate that we'll be able to monetize that hopefully within the quarter as well.

And this is Adam, as you're talking about our rate monetization strategy and maybe some additional questions on how we're viewing the D3 RIN market. We sort of saw the first half being a little bit of an episodic hold on to our inventory offerings as we were anticipating a positive outcome out of the EPA in terms of how they're going to treat the cellulosic biofuel category and perhaps rethink their RVO targets for cellulosic biofuels. And that did play out as we sort of expected and we will begin at having done unwinding some of the credits that we had been holding on to the balance sheet. We think over the next 3 years, this was not a onetime sort of top D3 RIN prices and the way the RVOs have been set now for multiyears, which we think is really healthy for the industry by providing that visibility. We actually think the D3 RIN market is going to continue to time over the balance of '23 and should lead to higher pricing, quite frankly, in the balance of '23 and as we look out into '24 and '25. But we think the RIN market will start to be less volatile. And we don't see ourselves in the future having as much volatility in our GAAP 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 during under the current rules, we are able to steer that gas once it reaches, call it, critical [indiscernible] commissioning period. And we do assign the value of equivalent credits associated with that gas in storage as part of adjusted EBITDA. It does take, call it, 3 to 4, 5 months to get through the certification process with the EPA to actually be able to generate and monetize those RINs. So again, I just want to remind everyone that there is a little bit of delay between when you actually go online in a real way and start to actually recognize any significant revenue. Obviously, that potentially changes next year under the rules that are currently promulgated by the EPA that you will not be able to put that gas 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 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?

Yes. This is Adam again here. And I think as we mentioned in our previous quarters, there's 3 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 lagging inflationary cost pressure rolling through that business, which we do believe have now run its course. We also have some RNG 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 we've got some little [indiscernible] 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 2 buckets, is there more tailwinds still within those.

This is Adam here. And 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 of what that means and what that could be a growth in our fuel station service segment. But we also have some exposure 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 [indiscernible] actions that may be taken and also kind of maximize our California dispensing [indiscernible] so more to come on that in the future.

Our next question is going to come from the line of Martin Malloy with Johnson Rice & Company.

I wanted to ask on a little bit about eRINS 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? Would we see a number of smaller projects that are out there, start to move into the advanced development pipeline?

Hi Martin. Jon here. Great question. Thanks so much. The -- the great thing about the eRIN pathway is that it supports the 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 eRIN pathway, we think that it really opens up a whole new avenue of development for us. 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 [indiscernible] and we look forward to significant growth in that sector.

And for a follow-up question, just on those alternative uses for the RNG. One of your competitors recently had 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 a pathway 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. So there will definitely be more and more options for monetizing the value of these, and that's just another tailwind for our business.

Yes, this is Adam. Just a follow-up there. It's really interesting. As Jon was talking about before, what we're really doing here at OPAL Fuels is [indiscernible] 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 of developing all the time to still take those green attributes and find new markets for it. So it's not just dependent on 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 to the front and center, but there can be other things that get developed as well.

And our next question is going to come from the line of William Grippin with UBS.

Great. 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 previously before the final RVO 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?

Yes. That's a great question. This is Adam again. And look, it's still -- we're still early on in those conversations and the industry is still early on in those conversations, about talk. 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 and say, 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 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. 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 in development in the sector.

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 GAAP accounting that goes into all of this. Basically, the reason for doing this is because obviously, we've got the 2 projects today with GFL, but we do anticipate that our relationship will continue to grow, right? We've got the 7 additional projects that we anticipate. And they'll be part of this JV. So now this entity becomes stand-alone for both of us, right, neither GFL nor OPAL will be consolidating its results. And results for us will continue to show up now on the P&L, basically, as an equity pickup, right, investment in equity affiliate. I guess as we think about adjusted EBITDA, it would flow through that way as opposed to flowing from revenue all the way down, right, as a consolidated entity once Emerald, let's say, comes into operation, revenue, et cetera, would flow through the income statement and that GFL's portion would have been backed out. So it's a long answer to saying we still get the EBITDA, but if it comes and add back, right, from equity pickup as opposed to flowing through and then [indiscernible].

And the magnitude [indiscernible].

Correct. That's correct. But I think, again, as this relationship continues to grow, it becomes a -- you're a 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 onetime event.

Yes, this is Adam. And just in summary, there was no change to any of the economics around 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 mostly 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 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 where the accounting is just kind of like what you have to do after the fact, but accounting did drive us here.

[Operator Instructions]. Our next question is going to come from the line of [indiscernible].

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?

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 ends 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 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 [indiscernible] authorities that we deal will 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 there's relatively small in nature. And from a big picture standpoint, when you go out 100,000 feet look at our business, [indiscernible] power of these projects are uneffected and we'll continue to see as our business as we roll through 2023 and 2024.

And speaking of the construction portfolio, digging in a little on William's Paragon question and Derrick's CapEx liquidity question. It seems like now we've got 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 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 100% owned project?

I'm talking less about GAAP reporting than looking out over the next year or 2 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 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, we continue to be interested in obviously building projects that we have 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 GFL but again those relationships also took off with the amount of group 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.

And I'm showing no further questions at this time. And I'd like to turn the conference back over to Adam Comora 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.