Good morning and welcome to the Opal Fuels 2nd Quarter 2025 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 the session, you will need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. As a reminder, this event is being recorded. I would now like to turn the call 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 2025 earnings conference call. With me today are Co-CEOs Adam Kamara and John Kamara, as well as Kazi Hassan, Opal's Chief Financial Officer. Opal Fuels released financial operating results for the first quarter of 2025 yesterday afternoon and those results are available on the investor relations section of our website at opalfuels.com the 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 guaranteed a 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 on slides two and three of our presentation. These forward-looking statements reflect our views as of the date of this call. NOFEL 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, a definition of non-GAAP measures used, and a reconciliation of those measures for 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 Corps' results and recent highlights and an update on our strategic and operational priorities. John will then give a commercial and business development update, after which a COSI will review financial results. We'll then open the call for questions. And now I'll turn the call over to Adam Kamara, Co-CEO of Opal Fuel.

Good morning, everyone, and thank you for participating in Opal Fuel's second quarter 2025 earnings call. Second quarter results were in line with our expectations and we are maintaining our guidance for the year. We are making solid progress on building our operating platform that will support continued growth of our RNG production assets and expanding network of fueling stations. Our business continues to show solid performance, giving us confidence we will continue to see operational improvements throughout the balance of 2025. Second quarter adjusted EBITDA was $16.5 million, $4.6 million lower compared to the same period last year, with this quarter's results impacted by a lower-end price environment, a reduction in renewable power earnings, and some non-recurring expenses that Qazi will discuss later. Key highlights from this quarter include production in our RNG fuel segment of 1.2 million MMVTUs, which is 33% higher versus the same period last year, and in line with our expectations. Our second quarter fuel station services segment EBITDA was approximately 11.2 million, 30% higher versus the second quarter of 2024. We completed the sale of $16.7 million of Inflation Reduction Act investment tax credits generated by the Prince William RNG facility, which contributed to cash flow and earnings. These tax credits are not included in our adjusted EBITDA. In addition to our operating results, Opal Fuels was added to the Russell 2000, Russell 2000 value, and Russell 2000 growth indices. It is worth noting that, according to Bloomberg, less than 20% of the Russell 2000 companies are included in both the growth and value indices, a testament to the platform and the growth we are delivering. Second quarter earnings also turn the corner for Opal, producing positive earnings per share. I want to shift topics and discuss the positive movement we've seen in the policy environment during the second quarter with long-awaited clarity and bipartisan alignment supporting RNG through constructive tax policy. The passage of the One Big Beautiful Bill Act marks a pivotal moment for our sector, with policymakers on both sides of the aisle recognizing the extensive benefits from biomethane capture and its productive use including economic growth and energy security while also providing improvements to local air quality and methane abatement chief among its provisions is a definitive extension of the 45 the production tax credit for 2029 an improvement implemented by the current Congress compared with the provisions of the earlier inflation Reduction Act. Although the new legislation still awaits final Treasury guidance and we have not yet recognized these tax benefits in our results, we now have visibility that these production tax benefits will contribute to EBITDA for at least the next four years. Landfill RNG could receive at least $2 per MMBTU of saleable tax credits. In addition, the investment tax credit program was left largely intact, and we continue to expect material ITC monetization over the next few years as new RNG projects come online. We do not yet have full clarity from the EPA with regard to its administration of the cellulosic D3 category within the renewable fuel standard or the agency's treatment of small refinery exemptions. On the positive side, it is constructive that the EPA is now engaged on finalizing these rules and that they are showing general support of American biofuels. Although we do not participate in the D4 and D5 liquid biofuels markets, we benefit from higher RVO mandates in these categories as they help support D3 prices. Industry is submitting their comment letters today regarding the proposed set rule two, and we look forward to further engagement with the EPA and discussing how RNG can promote both the EPA and the administration's broader policy objectives. One final note on public policy is the positive impact we expect to see for our fuel station services segment from the EPA's rollback of Phase III truck regulations, which no longer force zero-emission vehicles for heavy-duty trucking. There has been growing consensus that alternatives to CNG and RNG, such as hydrogen and electric solutions for heavy-duty transport remain operationally and economically challenged. These developments mean more fleets are looking at CNG and RNG given it is a proven and cost-effective alternative to diesel. OPAL is allocating more capital to grow our fuel station services segment which produces strong, predictable cash flow with low correlation to environmental credit prices. With policy clarity, Opal, as one of the largest owners and fastest-growing operators of CNG and RNG fueling stations in the United States, is well-positioned to lead in this market. Despite a lower RIN price environment compared to last year, we expect to deliver operating and financial results in line with our guidance. We have momentum, and we will continue executing on our growth plan with financial discipline. With that, I'll turn it over to John.

Thank you, Adam, and good morning, everyone. This was another quarter of disciplined execution for us at OPAL. Our team made operational progress, and we are seeing consistent and, more importantly, scalable results from the platform that we are building. It is confirming that our business model that integrates RNG production with marketing and distribution through fueling stations is paying off. As Adam mentioned, we produce over 1.2 million MMBTU of RNG in the second quarter, a 33% increase year over year. these gains were driven by the continued ramp up of our sapphire and pulp facilities which came online in late 2024 and improved uptime across the base portfolio as we discussed on our last call we are seeing improvement in operating performance recent months have shown upward momentum and that performance is giving us confidence in achieving full year production results within the lower end of our guidance range the atlantic rng project which represents 0.33 million mmbtu of annual design capacity has begun commissioning and is expected to enter full commercial operations shortly we are pleased with the execution on this project and expect production contribution in the fourth the next wave of in construction projects burlington and cottonwood are expected to come online in 2026 and Kirby thereafter in 2027 together adding an additional 1.8 million mm BTU of annual design capacity in addition to our in construction projects our development pipeline has numerous near-term opportunities with secured gas rights and we are maintaining our guidance to place 2 million MMBTU into construction in 2025 we follow a rigorous capital allocation framework that includes managing our capital resources liquidity and financing arrangements within this framework we are developing a number of investment opportunities that meet these criteria on the downstream side our Our fuel station services business continues to perform well. In the second quarter, segment EBITDA increased 30% compared to last year, although the first half of this year presented some macro headwinds for new CNG and RNG adoption by logistics and transportation firms from equipment availability and pricing and from EPA policy uncertainty. We are now seeing all three moving in a positive direction. We are on track to meet our guidance for this segment. We have 45 stations under construction today, 20 of which are OPAL owned. Owning fuel station infrastructure allows us to not only participate in long-term recurring dispensing economics, but also to earn a solid rate of return on the infrastructure that is uncorrelated to environmental credit. To facilitate and accommodate our growing operating platform, we continue to invest responsibly in our people, systems, and advocacy efforts. We believe these investments and expenses will enhance long-term earnings power and create shareholder value. I'll now turn the call over to Kazi to discuss the quarter's financial performance. Kazi?

Thank you, John, and good morning to everyone joining today's call. Last night, we issued our earnings press release outlining our results for the second quarter ended June 30, 2025. We also concurrently filed our Form 10-Q and posted an updated investor presentation on our website. and adjusted EBITDA for the quarter were $80.5 million and $16.5 million respectively, compared to $71 million and $21.1 million in the same period last year. Net income was $7.6 million up from $1.9 million in Q2 2024. This year over year quarterly growth in revenue reflects to the continued ramp up of RNG production at Facilities Commission in 2024, and continuing growth in our fuel station services segment. Included in these results is Opal's share of adjusted EBITDA from equity method investments, which was 6.1 million for the quarter versus 6.7 million in Q2 2024. While we continue to see growth in most financial parameters, our adjusted EBITDA is lower year over year. Primary drivers are lower RIN prices this year with a realized price of $2.50 versus $3.13 last year and the loss of ISCC carbon credits in our renewable power segment. As a reminder, this credit expired in November 2024. And as such, the year-over-year impact will continue through end of this year. Our second quarter results are also lower sequentially due to increased non-recurring new project operating expense and non-recurring GNA supporting our investments in advocacy and technology for our operating platform. Our income statement also includes a non-recurring GNA expense of $2 million related to a contract restructuring which is added back in adjusted EBITDA. The other increase in GNA this quarter reflects targeted upfront investments and expenses in strong advocacy efforts in addition to strengthening our operational financial foundation. A key part of strengthening our operation on financial foundation is the improvement in our internal control environment to meet all SOX criteria by 2026. It requires an upfront and non-recurring end-to-end redesign of our financial processes, implementation of a robust control environment, and the deployment of tools that can scale with our business. These investments will not only enable a sustainable governance structure to support our today's complexity, it will also allow for greater scale and long-term cost savings. Now let's turn to our capital expenditure for the quarter, which totaled 16.4 million, including 7.3 million related to our equity method investments. As of June 30, our total liquidity was 203.2 million, which includes 29.3 million of cash, cash equivalents in short-term investments, 138.4 million of unrun availability under our term credit facility, and 35.5 million of remaining capacity under our revolver. In June, we monetized approximately 17 million in investment tax credits and still expect roughly $50 million in gross ITC sales in 2025. which bolsters our operating cash flow. We believe our current liquidity position, combined with operating cash flows, is sufficient to fund our existing construction projects and anticipated funding needs. As Adam mentioned, in spite of lower rent prices, we continue to expect adjusted EBITDA to be within the range of our guidance. We are planning an investor day and engage with the investor community later this year. We will discuss our long-term business outlook and our ability to generate sustainable discretionary free cash flow during that meeting. With that, I will turn the call back over to John for closing remarks.

In closing, we remain well-positioned for continued, disciplined execution of our strategic growth objectives and the expansion of OPAL's vertically integrated platform. And with that, I'll turn the call over to the operator for Q&A. Thank you all for your interest in OPAL Fuels.

Reminder, to ask a question, please press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1-1 again. Please stand by while we compile the Q&A roster. Our first question comes from Derek Whitfield with Texas Capital. Your line is open.

Good morning, guys, and thanks for your time this morning.

Morning, Derek.

One of our biggest takeaways from your and Clean's releases yesterday was really the strength of your dispensing business. Perhaps for Adam, could you speak to how the competitive landscape has changed in recent quarters on the downstream side and the demand you're seeing from customers for conversions from fossil to RNG now that EV and hydrogen options are seemingly being pushed to the right?

Yeah, thanks for the question, Derek. I would say that, you know, given some of those recent policy changes and what we're seeing from equipment pricing and equipment availability, there has been a market shift where really a lot of the large major national fleets are really engaging on CNG and RNG. And I think when those large fleets are looking around to who can really support a successful deployment and really rely on dependable supply of RNG, there aren't too many that have really executed on it. And I think Opal Fuels is in a really good position, given our success and track record that we've had in this space working with these major national fleets. So I would say, you know, there have been, you know, earlier in the year some macro, you know, headwinds around whether it be where tariffs were playing out and where, you know, freight rates have been and that sort of thing, which, you know, may have slowed a little bit people's thinking on deploying RNG and CNG. We are seeing some of that abate. And we're really front and center for these national fleet deployments. So we're really enthusiastic about what the prospects look to be for this as a, you know, good cost-effective and proven technology versus diesel. And, you know, although, you know, you have also seen some folks on the margin that maybe, you know, are no longer being forced to focus as much on sustainability, there are still a number of significant fleets that still have sustainability targets. And, And, you know, we have, you know, feel good about where we sit and where the industry is headed from that perspective.

Great, Adam. And just to clarify, I mean, at this point, you guys really haven't seen any pull through on the X-15 inside. Is that fair?

I would say this. In general, trucking and logistics firms are a little bit slower moving than we would all like. And in terms of pull-through, are we seeing those trucks being deployed on the road today? Not as quickly as we would like. And at the same time, the funnel of business development activity, we're really pleased with. So we think there's a bright outlook for it. And, again, you still had, you know, it's relatively, you know, not that long ago that we had that Phase III EPA truck clarity. And it wasn't that long ago that we had additional equipment being provided into the marketplace. So, no, it's not in our results yet today. And at the same time, we're feeling better about, you know, all those engagements and where it's going to shake out for 26 and beyond.

That's great. And perhaps for John, my other big takeaway from your release was the reiterated guidance despite RNG production being a little weaker than consensus had expected for the quarter. Could you perhaps speak to exit rates for the quarter or just maybe qualify or give some character to how much of your construction projects today or how they're progressing and like what percent of completion they are?

Sure. Thanks, sir. We remain really optimistic about our portfolio of projects in construction. The Atlantic project is in advanced stages of commissioning right now, and we expect that to come online shortly. Add to our overall nameplate capacity and operation during the year and meaningfully contribute to the fourth quarter. We have the Burlington and Cottonwood projects on track for next year, and they're advanced enough into construction that we have good confidence on the timing of those projects as well. I mentioned that the Kirby project is in 2027. project was originally scheduled for the end of 2026. The project's located in Northern California where permitting is a little bit difficult and when a project's on the front end of the construction timeframe, sometimes that permitting timeline can affect the overall project timeframe. In addition, the project is a little longer timeframe of construction than our other projects because of both being in California and being a bit more complicated than some of our other projects so you know generally speaking when we look at you know our total portfolio projects in operation and construction we're seeing that 9.1 million MMBTU in operation at the end of this year 10.2 at the end of next year and then with Kirby and others coming online more than 10.9 in the following year so really on track on the execution of that looking forward to putting additional projects into construction as well during the course of the year we're on track with our Our guidance, in line with our guidance of $2.0 million, and we expect, based on projects that we've announced before that are in development with signed gas rights, that we should meet that and proceed with those growth plans that we expect.

Thanks, John. That's a great color. I'll turn it back to the operator.

Thank you. Our next question comes from Ryan Finkst with B. Riley. Your line is open.

Hey, guys. Thanks for taking my questions. So, as mentioned, you've been able to maintain your guidance despite the weaker rent price environment. Could you just give some more detail around what the main drivers are that have allowed you to keep guidance unchanged?

All right. Hi, Ryan. Thanks for the question. There are a couple of areas that we see we would be able to continue to maintain our guidance. Part of the issue, part of the drivers are, if you remember, we do have some for purchases of the rents, for sales of the rents. That allows us to have a little bit of a confidence in terms of our achievement of revenue. The second area that I see is our production, the way the production is trending. if we can keep it towards the lower end of our guidance, I think we will be able to hit that. The third major area is even if you see the quarter has a one-time non-recurring GNA expenses and investments, those will normalize for the rest of the year. In addition to them, so these are generally including our RNG project. The other major contributor would be our downstream business, our constructions, and both in our self, FBA stations, as well as construction for third parties, it has got lumpiness, and those lumpiness has shown up partly in the lack of it during Q2, which are picking up pretty strongly in Q3 and Q4. So these are the few areas that gives us enough confidence that we will be within that range.

Thanks, Kaz. I appreciate that color. And then for my second question, can you just talk about the landscape for M&A and how you're thinking about potential acquisition opportunities today?

Yeah, this is Adam here. We're still in a fragmented industry. And it's clear that We're building a scalable operating platform, both in our people and our technological platform, and our vertical integration also allows for really interesting opportunities on both upstream and downstream. So we do see that there is opportunities for consolidation in the sector, and we always look at what's going to maximize shareholder value. And some of that comes down to what are the best allocation for those resources in order to do it? Is it investing in new projects? is it looking at some of those M&A opportunities and you know wouldn't surprise us if there is further consolidation in the industry and I'll

leave it I'll leave it at that for now yeah fair enough thanks Adam I'll turn

it back thank you our next question comes from Martin Malloy with Johnson Rice and Company your line is open good morning thank you for taking my

question um wanted to kind of follow on the last question um and ask about returning capital to shareholders and you know i realize you just talked about having an investor day towards the end of the year so if you want to tell me you know just hold on that i i get it um but um any thoughts on timing of returning capital to shareholders would it ever make sense to ratchet back maybe on

on capex spending um and institute a dividend yeah marty this is adam here again um and um i want to impress upon everybody that we are here to maximize shareholder value and and we are um really disciplined in looking at how to allocate um you know what what what is liquidity and discretionary free cash flow available um we do have a robust set of project opportunities which which you know even uh uh given where we're in prices are today and and um you know still still affording attractive spreads between our cost of capital and investing that capital uh and um um but we're always you know flexible in our thinking on on what we think is gonna is gonna to, you know, drive and maximize shareholder value. So, you know, I would say let's hold off a little bit until the investor day and we give a, you know, a little bit more thought and share our thoughts around discretionary free cash flow and what to do it and what the optionality is. The nice thing about our business and our business platform is we're going to have that optionality. And we always think that we are going to be creative and proactive in how we use that discretionary free cash flow to maximize shareholder value. So the nice thing about our business, again, is that when you build that platform, do not require CapEx to produce our fuel in the future, we are going to have options on what to do with that discretionary free cash flow, whether it be M&A opportunities, returning cash to shareholders, or investing in new green

fuel projects. Great. Thank you. I'll turn it back. Thank you. Our next question comes from

Adam Cubess with Goldman Sachs. Your line is open. Hi, good morning. Nice to see the 30% EBITDA growth in fuel station services. On one hand, I think the comps get a little bit harder from here. On the other hand, it sounds like underlying policy and macro environment is becoming more supportive. Just how are you thinking about, you know, what growth can look like for that business on a more normalized basis in the medium term? Yeah, so I'm going to,

this is Adam again. I'm going to, you know, sort of reiterate some of the comments that Kazi said. So 2Q, a little bit light in terms of finishing out construction, and that's just, you know, the timing of when stations are set to come online or finish out construction. So we do see a pickup in the back half and even in Q3 from some of those activities and remain comfortable with the guidance we've provided for fuel station services for the year. And as we get into the – so that's what I'm going to consider the medium-term outlook, the next two quarters, given how investors think of things. But in reality, we'll talk a little bit more about, you know, 26 and beyond, you know, sort of later in the year and as we provide guidance, you know, for 26 and beyond.

Great. And then I think in May you announced JV Landfill Gas Project with RSG in North Carolina. I may have missed it, but I don't think I heard or saw an update. How should we be thinking about timing and your share of MMBTU on that project?

Yeah, no, I appreciate you raising that one. We're really excited about that project with Republic at the CMS Landfill in North Carolina. You know, we are just finalizing and finishing our development around that, you know, where it's going to lay out on the site and that sort of thing. So you are correct. You didn't miss anything yet in terms of announcing formal construction start. But that one, as well as some other gas rights, we secured earlier in the year with our partner, GFL, for four sites. We have a number of projects that are, you know, we're currently, you know, in the final stages of development and that sort of thing. And it's those and a couple of other projects that give us confidence that, you know, we do have a number of projects that can meet our 2.0 million MMBTU target of construction starts for the year.

Terrific. And then last one from me, can you just update us on returns on prospective landfill gas projects, marketing to market for the current D3 rent pricing? And you spoke to this a little bit earlier, but just how you're thinking about balancing potential to invest in new projects versus sort of letting the strong underlying free cash flow conversion machine of these projects start to flow through the financials.

Thanks a lot. That's a good question. And I would put it this way. The risk-adjusted return is very important for us. So for, as Adam said, in terms of the potential capital allocations, whether we are thinking about the CMS project or the other gas rights we secured in the past, including other opportunities set with us, we have in front of us, we are evaluating on the basis of risk-adjusted green price outlook. We are not looking at on a rear-view mirror with a very high RIN price in our evaluation. And final investment decision will be on the basis of the practically, pragmatically expected RIN price over the horizon of the project. So we will rest assured that we are not going to give our green light or build any of our assets with an optimistic forecast. So it's very important. That's why we are looking at the capital allocation between both R&D projects as well as the downstream business where we're looking at potential opportunities in owning infrastructures where we can earn risk-adjusted return which are not tied to the environmental credits market. So managing and deriving some level of portfolio stability on the long term for the entirety of the OPPL portfolio. So in both cases, we are looking at risk-adjusted return and uncorrelated revenue and bottom line pattern. Great. Thanks so much.

Thank you. As a reminder, to ask a question, please press star 11 on your telephone. Again, that is star 11 to ask a question. This question comes from Betty Zhang with Scotiabank. Your line is open.

Good morning. Thank you for taking my questions. I wanted to go back to the previous question, maybe in a similar vein. How are you thinking about balancing investment and growth between the upstream RNG production and the downstream fuel distribution? Are you looking to grow RNG supply, or is it more about building out more RNG distribution?

Another very good question. We are actually looking at it in two different perspectives. on the opportunity sets in both upstream and downstream, how each of those opportunities in and of itself give us what kind of risk-adjusted return. The second criteria we're looking at is when I'm combining these two, to what extent each one of those are enhancing the value for the others as well as bringing the stability to the portfolio in the longer term. So these are the criteria we're going to have to maintain as we green light whether to invest in new RNG facilities or and investing in the downstream. So both has to be fulfilled, both criteria has to be fulfilled for us to move forward in investing in this area. As Adam mentioned, that is where ultimately we'll decide if we have the opportunity set for us to be able to continue to invest to improve the shareholder value or we'll give the money back to the shareholders in some other form.

Yeah, and I just, yeah, this is Adam. I just want to follow up on that. You know, we believe we've got a number of larger projects within our development pipeline, which will meet the investment criteria on a standalone basis. And at the same time, we really like the fuel station services business and continue to allocate more capital to it. And quite frankly, you know, even if we were to invest more in the downstream fuel station, network, you know, you've always got the ability to also participate in RNG dispensing economics. So, you know, we're looking at both a little bit independently, find that we've got really good opportunities on both sides, and recognize the synergies when you're doing them both at the same time.

That makes sense. For my follow-up, I wanted to ask about voluntary markets. Just curious what you're seeing there, if you could provide an update. That would be helpful.

Yeah, it's been a little quiet on voluntary markets is how I would describe it. There are a couple of state-level programs that are thinking about pushing it through. I know New York is thinking about one. And, you know, again, we're trying to maximize the value of the molecules that we produce, and that continues to be in the transportation fuel market. It really drove what our business strategy has been in terms of integrating the upstream and the downstream to be able to have offtake into that most valuable market. That being said, we are, you know, we are agnostic to whether or not, you know, the fixed price, you know, voluntary markets, you know, will be, you know, at a level enough to what we think, you know, makes sense for us to contract in those markets. You know, we've said time and time again, we thought it was a little bit of mispriced regulatory risk between the discount and the fixed price voluntary markets and what we're able to achieve in transportation fuel. That may change over time. And the other voluntary market that we're waiting to open up would be export markets over to Europe and that sort of thing, which is still challenged with pathways. So, for now, it's been a little quiet on the voluntary fixed price market from our perspective. but we are, you know, as we always like to say, flexible in our thinking and should that make sense and, you know, we'll evaluate those as they materialize.

Very helpful. Thank you.

Thank you. I'm showing no further questions at this time. I would now like to turn it back to Adam Kamara for closing remarks.

All right. We appreciate everybody's interest in Opal Fuels and everybody has a great rest of the day and great rest of their summer.

This concludes today's conference call.

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