Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39644 | |
Entity Registrant Name | Archaea Energy Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2867266 | |
Entity Address, Address Line One | 4444 Westheimer Road | |
Entity Address, Address Line Two | Suite G450 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77027 | |
City Area Code | 346 | |
Local Phone Number | 708-8272 | |
Entity Information, Former Legal or Registered Name | Rice Acquisition Corp. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001823766 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | LFG | |
Security Exchange Name | NYSE | |
Class A Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50 per share | |
Trading Symbol | LFG WS | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 53,590,976 | |
Class B Units | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 62,281,735 | |
Former Address | ||
Document Information [Line Items] | ||
Entity Address, Address Line One | 102 East Main Street | |
Entity Address, Address Line Two | Second Story | |
Entity Address, City or Town | Carnegie | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 15106 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 153,644 | $ 1,496 |
Restricted cash | 17,156 | 0 |
Accounts receivable, net | 30,244 | 1,780 |
Inventory | 9,285 | 0 |
Prepaid expenses and other current assets | 29,311 | 4,730 |
Total Current Assets | 239,640 | 8,006 |
Property, plant and equipment, net | 281,610 | 52,368 |
Intangible assets, net | 592,123 | 8,693 |
Goodwill | 27,011 | 2,754 |
Equity method investments | 237,265 | 0 |
Other non-current assets | 9,596 | 2,460 |
Assets | 1,387,245 | 74,281 |
Current Liabilities | ||
Accounts payable - trade | 3,630 | 14,845 |
Current portion of long-term debt, net | 8,546 | 1,302 |
Accrued and other current liabilities | 21,587 | 8,270 |
Total Current Liabilities | 33,763 | 24,417 |
Total long-term debt | 329,254 | 14,773 |
Derivative liabilities | 160,630 | 0 |
Below market contracts | 108,392 | 0 |
Asset retirement obligations | 3,904 | 306 |
Other long-term liabilities | 8,009 | 3,294 |
Liabilities | 643,952 | 42,790 |
Commitments and Contingencies | ||
Redeemable Noncontrolling Interests | 1,179,616 | 0 |
Equity | ||
Members' Equity | 34,930 | |
Members' Accumulated Deficit | (4,156) | |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 10,000,000 authorized; none issued and outstanding | 0 | |
Additional paid in capital | 0 | |
Accumulated deficit | (436,461) | |
Total Stockholders' Equity | (436,450) | |
Nonredeemable noncontrolling interests | 127 | 717 |
Total Equity | (436,323) | 31,491 |
Total Liabilities, Redeemable Noncontrolling Interests and Equity | 1,387,245 | 74,281 |
Aria Energy LLC | ||
Current Assets | ||
Cash and cash equivalents | 14,257 | |
Accounts receivable, net | 20,727 | |
Inventory | 7,770 | |
Prepaid expenses and other current assets | 3,768 | |
Assets held for sale | 70,034 | |
Total Current Assets | 116,556 | |
Property, plant and equipment, net | 70,759 | |
Equity method investments | 77,993 | |
Other non-current assets | 689 | |
Intangible assets, net | 126,922 | |
Assets | 392,919 | |
Current Liabilities | ||
Accounts payable - trade | 1,570 | |
Current portion of long-term debt, net | 102,831 | |
Accrued and other current liabilities | 25,736 | |
Liabilities held for sale | 12,534 | |
Total Current Liabilities | 142,671 | |
Total long-term debt | 136,593 | |
Derivative liabilities | 1,268 | |
Below market contracts | 5,769 | |
Asset retirement obligations | 3,408 | |
Other long-term liabilities | 5,150 | |
Liabilities | 294,859 | |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Accumulated deficit | (218,957) | |
Total Stockholders' Equity | 98,349 | |
Accumulated other comprehensive loss | (1,349) | |
Nonredeemable noncontrolling interests | (289) | |
Total Equity | 98,060 | |
Total Liabilities, Redeemable Noncontrolling Interests and Equity | 392,919 | |
Class A Units | ||
Stockholders' Equity | ||
Common stock | 5 | |
Class B Units | ||
Stockholders' Equity | ||
Common stock | $ 6 | |
Class A Units | Aria Energy LLC | ||
Stockholders' Equity | ||
Common stock | 299,327 | |
Class B Units | Aria Energy LLC | ||
Stockholders' Equity | ||
Common stock | 19,327 | |
Class C Units | Aria Energy LLC | ||
Stockholders' Equity | ||
Common stock | $ 1 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||
Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Revenues and Other Income | |||||||
Revenue | $ 11,781,000 | $ 1,904,000 | $ 18,563,000 | $ 4,496,000 | |||
Amortization of intangibles and below-market contracts | 205,000 | 0 | 205,000 | 0 | |||
Total revenues | 11,986,000 | 1,904,000 | 18,768,000 | 4,496,000 | |||
Equity Investment Income, Net | 879,000 | 0 | 879,000 | 0 | |||
Cost of Operations | |||||||
Cost of energy | 9,478,000 | 52,000 | 12,625,000 | 87,000 | |||
Cost of other revenues | 615,000 | 1,202,000 | 2,976,000 | 2,490,000 | |||
Depreciation, amortization and accretion | 3,142,000 | 34,000 | 4,077,000 | 101,000 | |||
Total Cost of Operations | 13,235,000 | 1,288,000 | 19,678,000 | 2,678,000 | |||
General and administrative expenses | 9,053,000 | 1,205,000 | 20,097,000 | 3,652,000 | |||
Operating Income (Loss) | (9,423,000) | (589,000) | (20,128,000) | (1,834,000) | |||
Other Income (Expense) | |||||||
Interest expense | (1,586,000) | 0 | (1,606,000) | 0 | |||
Gain (loss) on derivative contracts | (10,413,000) | 0 | (10,413,000) | 0 | |||
Other income (expense) | 81,000 | (13,000) | 377,000 | 15,000 | |||
Total Other Income (Expense) | (11,918,000) | (13,000) | (11,642,000) | 15,000 | |||
Income (Loss) Before Income Taxes | (21,341,000) | (602,000) | (31,770,000) | (1,819,000) | |||
Income tax benefit | 0 | 0 | 0 | 0 | |||
Net income (loss) | $ (6,012,000) | (21,341,000) | (602,000) | $ (16,442,000) | (31,770,000) | (1,819,000) | |
Net income (loss) attributable to nonredeemable noncontrolling interests | (335,000) | 258,000 | (589,000) | 386,000 | |||
Net income (loss) attributable to Legacy Archaea | (5,733,000) | (860,000) | (15,908,000) | (2,205,000) | |||
Net income (loss) attributable to redeemable noncontrolling interests | $ (8,262,000) | $ 0 | $ (8,262,000) | $ 0 | |||
Net income (loss) per Class A common share: | |||||||
Basic (in usd per share) | [1] | $ (0.13) | $ 0 | $ (0.13) | $ 0 | ||
Diluted (in usd per share) | [1] | $ (0.13) | $ 0 | $ (0.13) | $ 0 | ||
Weighted average shares of Class A Common Stock outstanding: | |||||||
Basic (in shares) | [1] | 52,847,195 | 0 | 52,847,195 | 0 | ||
Diluted (in shares) | [1] | 52,847,195 | 0 | 52,847,195 | 0 | ||
Energy revenue | |||||||
Revenues and Other Income | |||||||
Revenue | $ 10,916,000 | $ 0 | $ 13,975,000 | $ 0 | |||
Other revenue | |||||||
Revenues and Other Income | |||||||
Revenue | $ 865,000 | 1,904,000 | $ 4,588,000 | 4,496,000 | |||
Aria Energy LLC | |||||||
Revenues and Other Income | |||||||
Revenue | 35,773,000 | 36,081,000 | 120,282,000 | 105,975,000 | |||
Amortization of intangibles and below-market contracts | 785,000 | 917,000 | 2,693,000 | 2,752,000 | |||
Total revenues | 34,988,000 | 35,164,000 | 117,589,000 | 103,223,000 | |||
Equity Investment Income, Net | 6,451,000 | 2,558,000 | 19,777,000 | 6,005,000 | |||
Cost of Operations | |||||||
Cost of energy | 15,175,000 | 17,006,000 | 56,291,000 | 53,020,000 | |||
Cost of other revenues | 8,000 | 2,576,000 | 30,000 | 9,476,000 | |||
Depreciation, amortization and accretion | 4,634,000 | 7,801,000 | 15,948,000 | 23,381,000 | |||
Total Cost of Operations | 19,817,000 | 27,383,000 | 72,269,000 | 85,877,000 | |||
Gain on disposal of assets | 0 | 0 | (1,347,000) | 0 | |||
General and administrative expenses | 20,678,000 | 5,303,000 | 33,737,000 | 14,934,000 | |||
Operating Income (Loss) | 944,000 | 5,036,000 | 32,707,000 | 8,417,000 | |||
Other Income (Expense) | |||||||
Interest expense | (2,053,000) | (4,765,000) | (10,729,000) | (14,429,000) | |||
Gain (loss) on derivative contracts | 574,000 | 261,000 | 1,129,000 | (61,000) | |||
Other income (expense) | 1,000 | 0 | 2,000 | 2,000 | |||
Gain on extinguishment of debt | 0 | 0 | 61,411,000 | 0 | |||
Total Other Income (Expense) | (1,478,000) | (4,504,000) | 51,813,000 | (14,488,000) | |||
Net income (loss) | (534,000) | 532,000 | 84,520,000 | (6,071,000) | |||
Net income attributable to noncontrolling interest | 0 | 22,000 | 289,000 | 61,000 | |||
Net income (loss) | (534,000) | 510,000 | 84,231,000 | (6,132,000) | |||
Aria Energy LLC | Energy revenue | |||||||
Revenues and Other Income | |||||||
Revenue | 35,765,000 | 33,376,000 | 120,250,000 | 96,025,000 | |||
Aria Energy LLC | Construction revenue | |||||||
Revenues and Other Income | |||||||
Revenue | $ 8,000 | $ 2,705,000 | $ 32,000 | $ 9,950,000 | |||
[1] | Class A Common Stock is outstanding beginning September 15, 2021 due to the reverse recapitalization transaction as described in Note 4. |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - Predecessor (Statement) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended |
Sep. 14, 2021 | Sep. 30, 2020 | Sep. 14, 2021 | Sep. 30, 2020 | |
Net income (loss) | $ (6,012) | $ (602) | $ (16,442) | $ (1,819) |
Aria Energy LLC | ||||
Net income (loss) | (534) | 532 | 84,520 | (6,071) |
Other Comprehensive Income (Loss) | ||||
Net actuarial income | 19 | 25 | 213 | 75 |
Other Comprehensive Income (Loss) | (515) | 557 | 84,733 | (5,996) |
Comprehensive income attributable to noncontrolling interest | 0 | 22 | 289 | 61 |
Comprehensive Income (Loss) Attributable to Controlling Interest | $ (515) | $ 535 | $ 84,444 | $ (6,057) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Aria Energy LLC | Class B UnitsAria Energy LLC | Redeemable Noncontrolling Interests | Members' Equity | Members' Accumulated Deficit | Common StockClass A Units | Common StockClass A UnitsAria Energy LLC | Common StockClass B Units | Common StockClass B UnitsAria Energy LLC | Common StockClass B UnitsAria Energy LLC | Common StockClass C UnitsAria Energy LLC | Additional Paid-in Capital | Additional Paid-in CapitalClass B UnitsAria Energy LLC | Accumulated Deficit | Accumulated DeficitAria Energy LLC | Nonredeemable Noncontrolling Interests | Nonredeemable Noncontrolling InterestsAria Energy LLC | Accumulated Other Comprehensive (Loss) IncomeAria Energy LLC | Total controlling interestsAria Energy LLC |
Beginning balance at Dec. 31, 2019 | $ 0 | |||||||||||||||||||
Ending balance at Sep. 30, 2020 | 0 | |||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 787 | $ 128,129 | $ 2,470 | $ (1,683) | $ 0 | $ 299,327 | $ 0 | $ 19,327 | $ 1 | $ 0 | $ 0 | $ (188,956) | $ 0 | $ (266) | $ (1,304) | $ 128,395 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net income (loss) | (1,819) | (6,071) | (2,205) | (6,132) | 386 | 61 | (6,132) | |||||||||||||
Members' equity contributions | 32,460 | 32,460 | ||||||||||||||||||
Noncontrolling interest in acquired business acquisition | 480 | 480 | ||||||||||||||||||
Adjustments for postretirement plan | 75 | 75 | 75 | |||||||||||||||||
Distributions to noncontrolling interest | (76) | (76) | ||||||||||||||||||
Ending balance at Sep. 30, 2020 | 31,908 | 122,057 | 34,930 | (3,888) | 0 | 299,327 | 0 | 19,327 | 1 | 0 | 0 | (195,088) | 866 | (281) | (1,229) | 122,338 | ||||
Beginning balance at Jun. 30, 2020 | 0 | |||||||||||||||||||
Ending balance at Sep. 30, 2020 | 0 | |||||||||||||||||||
Beginning balance at Jun. 30, 2020 | 15,800 | 18,220 | (3,028) | 0 | 0 | 0 | 0 | 608 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net income (loss) | (602) | 532 | (860) | 258 | ||||||||||||||||
Members' equity contributions | 16,710 | 16,710 | ||||||||||||||||||
Adjustments for postretirement plan | 25 | |||||||||||||||||||
Ending balance at Sep. 30, 2020 | 31,908 | 122,057 | 34,930 | (3,888) | 0 | 299,327 | 0 | 19,327 | 1 | 0 | 0 | (195,088) | 866 | (281) | (1,229) | 122,338 | ||||
Beginning balance at Dec. 31, 2020 | 0 | 0 | ||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 31,491 | 98,060 | 34,930 | (4,156) | 0 | 299,327 | 0 | 19,327 | 1 | 0 | 0 | (218,957) | 717 | (289) | (1,349) | 98,349 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net income (loss) | (16,442) | 84,520 | (15,908) | 84,231 | (534) | 289 | 84,231 | |||||||||||||
Adjustments for postretirement plan | 213 | 213 | 213 | |||||||||||||||||
Ending balance at Sep. 14, 2021 | 182,793 | 299,327 | 19,327 | 1 | (134,726) | 0 | (1,136) | 182,793 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 0 | 0 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Reclassification to redeemable noncontrolling interest | 410,296 | |||||||||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | 777,582 | |||||||||||||||||||
Ending balance at Sep. 30, 2021 | 1,179,616 | 1,179,616 | ||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 31,491 | 98,060 | 34,930 | (4,156) | 0 | 299,327 | 0 | 19,327 | 1 | 0 | 0 | (218,957) | 717 | (289) | (1,349) | 98,349 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net income (loss) | (31,770) | |||||||||||||||||||
Members' equity contributions | 70 | 70 | ||||||||||||||||||
Share-based compensation expense prior to Closing | 2,349 | 2,349 | ||||||||||||||||||
Reclassification in connection with reverse recapitalization | 0 | (37,349) | 20,064 | 3 | 37,346 | (20,064) | ||||||||||||||
Net cash contribution from the reverse recapitalization and PIPE Financing, net of warrant liability | 346,245 | 5 | 1 | 346,239 | ||||||||||||||||
Issuance of Class B Common Stock in Aria Merger | $ 394,910 | $ 2 | $ 394,908 | |||||||||||||||||
Reclassification to redeemable noncontrolling interest | (410,296) | (430,360) | 20,064 | |||||||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | (777,583) | (348,133) | (429,450) | |||||||||||||||||
Ending balance at Sep. 30, 2021 | (436,323) | 0 | 0 | 5 | 6 | 0 | (436,461) | 127 | ||||||||||||
Beginning balance at Jun. 30, 2021 | 0 | |||||||||||||||||||
Beginning balance at Jun. 30, 2021 | 21,309 | 35,178 | (14,331) | 0 | 0 | 0 | 0 | 462 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net income (loss) | (6,012) | (534) | (5,733) | (279) | ||||||||||||||||
Adjustments for postretirement plan | 19 | |||||||||||||||||||
Ending balance at Sep. 14, 2021 | 182,793 | 299,327 | 19,327 | 1 | (134,726) | 0 | (1,136) | 182,793 | ||||||||||||
Beginning balance at Jun. 30, 2021 | 0 | |||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Reclassification to redeemable noncontrolling interest | 410,296 | |||||||||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | 777,582 | |||||||||||||||||||
Ending balance at Sep. 30, 2021 | 1,179,616 | 1,179,616 | ||||||||||||||||||
Beginning balance at Jun. 30, 2021 | 21,309 | 35,178 | (14,331) | 0 | 0 | 0 | 0 | 462 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net income (loss) | (21,341) | |||||||||||||||||||
Share-based compensation expense prior to Closing | 2,171 | 2,171 | ||||||||||||||||||
Reclassification in connection with reverse recapitalization | 0 | (37,349) | 20,064 | 3 | 37,346 | (20,064) | ||||||||||||||
Net cash contribution from the reverse recapitalization and PIPE Financing, net of warrant liability | 346,245 | 5 | 1 | 346,239 | ||||||||||||||||
Issuance of Class B Common Stock in Aria Merger | $ 394,910 | $ 2 | $ 394,908 | |||||||||||||||||
Reclassification to redeemable noncontrolling interest | (410,296) | (430,360) | 20,064 | |||||||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | (777,583) | (348,133) | (429,450) | |||||||||||||||||
Ending balance at Sep. 30, 2021 | (436,323) | 0 | 0 | 5 | 6 | 0 | (436,461) | 127 | ||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Net income (loss) after Closing | (8,262) | |||||||||||||||||||
Ending balance at Sep. 30, 2021 | 1,179,616 | $ 1,179,616 | ||||||||||||||||||
Beginning balance at Sep. 14, 2021 | $ 182,793 | $ 299,327 | $ 19,327 | $ 1 | $ (134,726) | $ 0 | $ (1,136) | $ 182,793 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Net income (loss) | (7,067) | (7,011) | (56) | |||||||||||||||||
Ending balance at Sep. 30, 2021 | $ (436,323) | $ 0 | $ 0 | $ 5 | $ 6 | $ 0 | $ (436,461) | $ 127 |
Consolidated Condensed Statem_2
Consolidated Condensed Statement of Cashflows - USD ($) $ in Thousands | 8 Months Ended | 9 Months Ended | ||
Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Cash flows from operating activities | ||||
Net income (loss) | $ (16,442) | $ (31,770) | $ (1,819) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation, amortization and accretion expense | 4,077 | 101 | ||
Amortization of debt issuance costs | 627 | 0 | ||
Amortization of intangibles and below-market contracts | (6) | 0 | ||
Bad debt expense | 10 | 76 | ||
Return on investment in equity method investments | 336 | 0 | ||
Equity in earnings of equity method investments | (879) | 0 | ||
Change in fair value of derivative liabilities | 10,413 | 0 | ||
Forgiveness of Paycheck Protection Loan | (201) | 0 | ||
Stock-based compensation expense | 2,887 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (692) | (1,124) | ||
Inventory | (270) | 0 | ||
Prepaid expenses and other current assets | (22,315) | (627) | ||
Accounts payable - trade | (4,043) | (335) | ||
Accrued and other liabilities | (7,475) | 810 | ||
Other non-current assets | (3,490) | 0 | ||
Other long-term liabilities | (1,919) | 98 | ||
Net cash provided by (used in) operating activities | (54,710) | (2,820) | ||
Cash flows from investing activities | ||||
Acquisition of Aria, net of cash acquired | (463,334) | 0 | ||
Acquisition of assets and businesses, excluding Aria | (31,527) | (1,156) | ||
Purchases of property, plant and equipment | (88,209) | (9,659) | ||
Purchases of biogas rights | (202) | (7,892) | ||
Contributions to equity method investments | (4,100) | 0 | ||
Net cash used in investing activities | (587,372) | (18,707) | ||
Cash flows from financing activities | ||||
Borrowings on line of credit agreement | 12,478 | 0 | ||
Repayments on line of credit agreement | (12,478) | 0 | ||
Proceeds from long-term debt, net of issuance costs | 361,959 | 0 | ||
Repayments of long-term debt | (47,040) | 0 | ||
Proceeds from PPP Loan | 0 | 691 | ||
Proceeds from reverse recapitalization and PIPE Financing | 496,397 | 0 | ||
Capital contributions | 70 | 21,150 | ||
Distributions to noncontrolling interest | 0 | 0 | ||
Net cash provided by financing activities | 811,386 | 21,841 | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | 169,304 | 314 | ||
Cash, cash equivalents and restricted cash - beginning of period | 1,496 | 1,496 | 423 | |
Cash, cash equivalents and restricted cash - end of period | 170,800 | 737 | ||
Supplemental cash flow information: | ||||
Cash paid for interest | [1] | 1,869 | 0 | |
Non-cash investing activities: | ||||
Accruals of property, plant and equipment and biogas rights incurred but not paid | 2,317 | 1,597 | ||
Aria Energy LLC | ||||
Cash flows from operating activities | ||||
Net income (loss) | 84,520 | (6,071) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Amortization of debt issuance costs | 699 | 1,181 | ||
Return on investment in equity method investments | 19,518 | 9,295 | ||
Equity in earnings of equity method investments | (19,777) | (6,005) | ||
Change in fair value of derivative liabilities | (1,268) | (1,113) | ||
Depreciation, amortization and accretion | 15,948 | 23,381 | ||
Gain on disposal of assets | (1,573) | 0 | ||
Gain on extinguishment of debt | (61,411) | 0 | ||
Net periodic benefit cost | 106 | 79 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (4,728) | (6,338) | ||
Inventory | (1,318) | (656) | ||
Prepaid expenses and other current assets | (143) | (625) | ||
Accounts payable - trade | 478 | 882 | ||
Accrued and other liabilities | 19,231 | 4,475 | ||
Other non-current assets | (196) | 295 | ||
Net cash provided by (used in) operating activities | 50,945 | 19,698 | ||
Cash flows from investing activities | ||||
Purchases of property, plant and equipment | (2,318) | (1,558) | ||
Contributions to equity method investments | (8,430) | (9,900) | ||
Net cash used in investing activities | (10,748) | (11,458) | ||
Cash flows from financing activities | ||||
Borrowings on line of credit agreement | 0 | 4,000 | ||
Repayments of long-term debt | (49,551) | 0 | ||
Distributions to noncontrolling interest | 0 | (76) | ||
Payments on note payable and revolving credit agreement | 0 | (10,408) | ||
Net cash provided by financing activities | (49,551) | (6,484) | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | (9,354) | 1,756 | ||
Cash, cash equivalents and restricted cash - beginning of period | 14,257 | $ 14,257 | 7,081 | |
Cash, cash equivalents and restricted cash - end of period | 4,903 | 8,837 | ||
Supplemental cash flow information: | ||||
Cash paid for interest | 5,940 | 9,339 | ||
Non-cash investing activities: | ||||
Accruals of property and equipment incurred but not yet paid | $ 25 | $ 50 | ||
[1] | Net of capitalized interest of $7.2 million and zero for the nine months ended September 30, 2021 and 2020, respectively. |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 15, 2021 | Dec. 31, 2020 |
Preferred stock, par value per share (in USD per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Inventory | $ 9,285 | $ 0 | |
Class A Units | |||
Common stock, par value per share (in USD per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 | |
Common stock, shares issued (in shares) | 52,847,195 | 0 | |
Common stock, shares, outstanding (in shares) | 52,847,195 | 23,680,528 | 0 |
Class B Units | |||
Common stock, par value per share (in USD per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 190,000,000 | 190,000,000 | |
Common stock, shares issued (in shares) | 62,281,735 | 0 | |
Common stock, shares, outstanding (in shares) | 62,281,735 | 5,931,350 | 0 |
Consolidated Condensed Statem_3
Consolidated Condensed Statement of Cashflows (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
Capitalized interest | $ 7.2 | $ 0 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Organization and Description of Business | NOTE 1 - Organization and Description of Business Archaea Energy Inc. ("Archaea" or the "Company"), a Delaware corporation (formerly named Rice Acquisition Corp.), is one of the largest RNG producers in the U.S., with an industry-leading RNG platform primarily focused on capturing and converting waste emissions from landfills and anaerobic digesters into low-carbon RNG and electricity. As of September 30, 2021, Archaea owns and operates a diversified portfolio of 23 LFG recovery and processing projects across 12 states, including 13 LFG to electric projects and 10 projects that produce pipeline-quality RNG. On September 15, 2021, Archaea consummated the previously announced business combinations pursuant to (i) the Business Combination Agreement, dated April 7, 2021 (as amended, the “Aria Merger Agreement”), by and among Rice Acquisition Corp., a Delaware corporation ("RAC"), Rice Acquisition Holdings LLC, a Delaware limited liability company and direct subsidiary of RAC (“RAC Opco”), LFG Intermediate Co, LLC, a Delaware limited liability company and direct subsidiary of RAC Opco (“RAC Intermediate”), LFG Buyer Co, LLC, a Delaware limited liability company and direct subsidiary of RAC Intermediate (“RAC Buyer”), Inigo Merger Sub, LLC, a Delaware limited liability company and direct subsidiary of RAC Buyer (“Aria Merger Sub”), Aria Energy LLC, a Delaware limited liability company (“Aria”), and Aria Renewable Energy Systems LLC, a Delaware limited liability company, pursuant to which, among other things, Aria Merger Sub was merged with and into Aria, with Aria surviving the merger and becoming a direct subsidiary of RAC Buyer, on the terms and subject to the conditions set forth therein (the transactions contemplated by the Aria Merger Agreement, the “Aria Merger”), and (ii) the Business Combination Agreement, dated April 7, 2021 (as amended, the “Archaea Merger Agreement” and, together with the Aria Merger Agreement, the “Business Combination Agreements”), by and among RAC, RAC Opco, RAC Intermediate, RAC Buyer, Fezzik Merger Sub, LLC, a Delaware limited liability company and direct subsidiary of RAC Buyer (“Archaea Merger Sub”), Archaea Energy LLC, a Delaware limited liability company, and Archaea Energy II LLC, a Delaware limited liability company (“Legacy Archaea”), pursuant to which, among other things, Archaea Merger Sub was merged with and into Legacy Archaea, with Legacy Archaea surviving the merger and becoming a direct subsidiary of RAC Buyer, on the terms and subject to the conditions set forth therein (the transactions contemplated by the Archaea Merger Agreement, the “Archaea Merger” and, together with the Aria Merger, the “Business Combinations”). As further discussed in Note 4 - Business Combinations and Reverse Recapitalization, Legacy Archaea was determined to be the accounting acquirer of the Business Combinations, and Aria was the predecessor to the Company. Archaea has retained its “up-C” structure, whereby all of the equity interests in Aria and Legacy Archaea are held by RAC Buyer, all of the equity interests in RAC Buyer are held by RAC Intermediate, all of the equity interests in RAC Intermediate are held by Opco and Archaea’s only assets are its equity interests in Opco. In connection with the consummation of the Business Combinations, Opco, or Rice Acquisition Holdings LLC was renamed LFG Acquisition Holdings LLC. In accordance with Accounting Standards Codification ("ASC") 810 - Consolidation, Opco is considered a variable interest entity ("VIE") where Archaea is the sole managing member of Opco, and therefore, the primary beneficiary. As such, Archaea consolidates Opco, and the remaining unitholders that hold economic interest directly at Opco are presented as redeemable noncontrolling interests on the Company’s financial statements. Opco issued additional Class A Common Units as part of the consideration in the Business Combinations. The ownership structure of Opco upon closing of the Business Combinations, which gives rise to the redeemable noncontrolling interest at Archaea, is as follows: Equity Holder Class A Common Units % Interest Archaea 52,847,195 45.9 % Total controlling interests 52,847,195 45.9 % Aria Holders 23,000,000 20.0 % Legacy Archaea Holders 33,350,385 29.0 % Sponsor, Atlas and RAC independent directors 5,931,350 5.2 % Total redeemable noncontrolling interests 62,281,735 54.1 % Total 115,128,930 100.0 % |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Organization and Description of Business | Description of Business - Predecessor Aria Energy LLC and its subsidiaries ("Aria") design, install, own, and operate long-lived energy projects. Aria was originally formed on September 6, 2007, as EIF Renewable Energy Holdings LLC, a Delaware LLC, headquartered in Novi, Michigan. Aria generates its revenue from customers located throughout the United States from the production and sale of electrical energy from landfill gas fuel engines and related Environmental Attributes, production and sale of RNG and related Environmental Attributes, operating and maintaining landfill gas projects owned by third parties, and constructing energy projects. Revenue is generated from the sale of commodities (power and gas), sale of capacity (power market) and from the sale of Environmental Attributes, including RECs in the power market and RINs and LCFS credits in the RNG market. Aria benefits from Federal and state renewable fuel standards and Federal compliance requirements for landfill owners and operators. Funds managed by Ares EIF Management LLC held 94.35% of the ownership interests in Aria before the Closing of the Business Combinations. The accompanying consolidated financial statements present the consolidated financial position and results of operations of Aria Energy LLC and its wholly owned subsidiaries. |
Basis of Presentation_and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation These unaudited, interim, consolidated condensed financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") and in accordance with the rules and regulations of the SEC. These unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the results for the interim periods presented. The Company's accounting policies conform to US GAAP and have been consistently applied in the presentation of financial statements. The Company's consolidated condensed financial statements include all wholly-owned subsidiaries and all variable interest entities that the Company determined it is the primary beneficiary. Certain information and disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted. The Archaea Merger with RAC was accounted for as a reverse recapitalization with Legacy Archaea deemed the accounting acquirer, and therefore, there was no step-up to fair value of any RAC assets or liabilities and no goodwill or other intangible assets were recorded. The Aria Merger was accounted for using the acquisition method of accounting with Aria deemed to be the acquiree for accounting purposes. The Company also determined that Aria is the Company's predecessor and therefore has included the historical financial statements of Aria as predecessor beginning on page 37 . The Company recorded the fair value of the net assets acquired from Aria as of the Business Combination Closing Date, and goodwill was recorded. See Note 4 - Business Combinations and Reverse Recapitalization for additional information regarding the Archaea Merger and Aria Merger. Principles of Consolidation The consolidated condensed financial statements include the assets, liabilities and results of operations of the Company and its consolidated subsidiaries beginning on September 15, 2021, which includes 16 days of the combined results of the businesses of Legacy Archaea and Aria as operated by the Company after the Business Combination. The consolidated assets, liabilities and results of operations prior to the September 15, 2021 reverse recapitalization are those of Legacy Archaea, the accounting acquirer. The Company has determined that Opco is a VIE and the Company is the primary beneficiary. Therefore, the Company consolidates Opco, and ownership interests of Opco not owned by the Company are reflected as redeemable noncontrolling interests due to certain redemption features. Entities that are majority-owned by Opco are consolidated. Certain investments in entities are accounted for as equity method investments and included separately in the Company's Condensed Consolidated Balance Sheet. All intercompany balances and transactions have been eliminated. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make the comparison of the Company’s consolidated condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will re-evaluate its status as an emerging growth company in June 2022 and may no longer qualify as an emerging growth company. Use of Estimates The preparation of consolidated condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as contingent assets and liabilities. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated condensed financial statements. Noncontrolling and Redeemable Noncontrolling Interest Noncontrolling interest represents the portion of equity ownership in subsidiaries that is not attributable to the stockholder's equity of the Company. Noncontrolling interests are initially recorded at the transaction price which is equal to their fair value, and the amount is subsequently adjusted for the proportionate share of earnings and other comprehensive income attributable to the noncontrolling interests and any dividends or distributions paid to the noncontrolling interests. Effective with the Business Combinations, noncontrolling interest includes the economic interest of Opco Class A units not owned by the Company, which has been classified as redeemable noncontrolling interest due to certain provisions that allow for cash settlement at the Company's election. See Note 4 - Business Combinations and Reverse Recapitalization. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are characterized according to a hierarchy that prioritizes those inputs based on the degree to which they are observable. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company's own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety. The three input levels of the fair value hierarchy are as follows: • Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. The Company’s financial assets and liabilities are classified based on the lowest level of input that is significant for the fair value measurement. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. There were no transfers between fair value hierarchy levels for the periods ended September 30, 2021 and December 31, 2020. As of September 30, 2021 and December 31, 2020, the fair value of other financial instruments including cash and cash equivalents, prepaid expenses, accounts payable, accrued and deferred expenses approximate the carrying values because of the short-term maturity of those items. There were no changes in the methods or assumptions used in the valuation techniques by the Company during the nine months ended September 30, 2021 or the year ended December 31, 2020. Revenue Recognition The Company generates revenues from the production and of sales of RNG, renewable electricity generation (“Power”), and associated Environmental Attributes, as well as the performance of other landfill energy operations and maintenance (“O&M”) services. The Company also manufactures and sells customized pollution control equipment and performs associated maintenance agreement services. Based on requirements of US GAAP, a portion of revenue is accounted for under ASC 840 - Leases and a portion under ASC 606 - Revenue from Contracts with Customers . Under ASC 840, lease revenue is recognized generally upon delivery of RNG, electricity and their related renewable Environmental Attributes. Under ASC 606 , revenue is recognized when (or as) the Company satisfies its performance obligation(s) under the contract by transferring the promised product or service either when (or as) its customer obtains control of the product or service. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products or services. Based on the terms of the related sales agreements, the amounts recorded under ASC 840 as lease revenue are generally consistent with revenue recognized under ASC 606. For the nine months ended September 30, 2021, approximately 82% of revenue was accounted for under ASC 606 and 18% under ASC 840. For the nine months ended September 30, 2020, 100% of revenue was accounted for under ASC 606 . RNG The Company’s RNG production commenced in 2021 at its Boyd County facility and has expanded with the acquisition of Aria, which at the time of the Business Combinations owned or operated nine operating RNG facilities. The Company has long-term off-take contracts with creditworthy counterparties for the sale of RNG and related Environmental Attributes. Certain long-term off-take contracts for current production are accounted for as operating leases and have no minimum lease payments. All of the rental income under these leases is recorded as revenue when the RNG is delivered to the customer. RNG not covered by off-take contracts is sold under short-term market-based contracts. When the performance obligation is satisfied through the delivery of RNG to the customer, revenue is recognized. The Company receives payments from the sale of RNG production within one month after delivery. The Company also earns revenue by selling Environmental Attributes, including RINs and LCFS credits, which are generated when producing and selling RNG for use in certain transportation markets. The majority of RINs are generated by plants for which the Company has off-take agreements to sell all of the outputs and are therefore accounted for as operating leases, and revenue is recognized when the RNG is produced and the RNG and associated RIN is transferred to a third party. The remaining RIN and LCFS sales were under short-term contracts, and revenue is recognized when the RIN or LCFS is transferred to a third party. Power The Company’s Power production commenced in April 2021 following the acquisition of PEI Power LLC ("PEI") and has expanded as a result of the acquisition of Aria, which at the time of the Business Combinations owned or operated twelve operating landfill gas to electric facilities. A significant portion of the electricity generated is sold and delivered under the terms of Power Purchase Agreements (“PPAs”) or other contractual arrangements. Revenue is recognized based upon the amount of electricity delivered at rates specified under the contracts. Certain PPAs are accounted for as operating leases and have no minimum lease payments. All of the rental income under these leases is recorded as revenue when the electricity is delivered. Power not covered by PPAs is typically sold under a market-based contract with a regional transmission organization or in the wholesale markets. When the performance obligation is satisfied through the delivery of Power to the customer, revenue is recognized. The Company receives payments from the sale of power production within one month after delivery. Another portion of electricity is also sold through energy wholesale markets (NYISO, ISO-NE, and PJM) into the day-ahead market. Revenue is recognized based upon the amount of electricity delivered into the day-ahead market and the day-ahead market’s clearing prices. The Company also sells capacity into the month-ahead and three-year ahead markets in the wholesale markets noted above. Capacity revenues are recognized when contractually earned and consist of revenues billed to a third party at a negotiated contract price for making installed generation capacity available to satisfy system integrity and reliability requirements. The Company also earns revenue by selling RECs, which are generated when producing and selling Power generated from renewable energy. For REC sales that are under contracts independent from Power sales, revenue is recognized when the REC is transferred to a third party. For REC sales that are bundled with Power sales, revenue is recognized at the time Power is produced when an active market and a sales agreement exist for the RECs. Operation and Maintenance (“O&M”) The Company also generates revenues by providing O&M services at projects owned by third parties which are also included in Energy revenue. In addition, the Company also provides O&M services at projects owned by its equity method investment, Mavrix, LLC ("Mavrix"). Revenue for these services is recognized upon the services being provided following contractual arrangements primarily based on the production of RNG or Power from the project. Equipment and Associated Services The Company’s performance obligations related to the sales of equipment are satisfied over time because the Company’s performance under each customer contract produces 1) an asset with no alternative future use to the entity, because each products solution is customized to the specific needs of each customer and 2) the Company has an enforceable right to payment under the customer termination provisions for convenience. The Company measures progress under these arrangements using an input method based on costs incurred. The Company’s performance obligations related to the sales of the associated services are satisfied over time because the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it performs. The Company elected to recognize the sales of the associated services using the “right-to-invoice” practical expedient. See Note 5 - Revenues for further discussion. Business Combinations For business combinations that meet the accounting definition of a business, the Company determines and allocates the purchase price of an acquired company to the tangible and intangible assets acquired, the liabilities assumed and noncontrolling interest, if applicable, as of the date of acquisition at fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. In the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future and can include estimates of future biogas production, commodity prices, operating and development costs, and a risk-adjusted discount rate. Revenues and costs of the acquired companies are included in the Company's operating results from the date of acquisition. The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, and these estimates and assumptions are inherently uncertain and subject to refinement during the measurement period not to exceed one year from the acquisition date. As a result, any adjustment identified subsequent to the measurement period is included in operating results in the period in which the amount is determined. The Company’s acquisitions are discussed in Note 4 - Business Combinations and Reverse Recapitalization. Restricted Cash The Company maintains escrow accounts under the terms of the Assai Energy 3.75% Senior Secured Notes and the Assai Energy 4.47% Senior Secured Notes. See Note 10 - Debt. The escrow accounts are legally restricted disbursement accounts for payment of construction-related costs for the Assai biogas project, as well as for future interest and principal payments to the secured investors and future royalty payments. Due to these arrangements, the Company has classified the amounts in escrow as restricted cash. Accounts Receivable and Allowance for Doubtful Accounts The Company recognizes accounts receivable at invoiced amounts and maintains a valuation allowance for accounts in which collectability is in question. The carrying amount of accounts receivable represents the amount management expects to collect from outstanding balances. Credit is extended to all qualified customers under various payment terms with no collateral required. There were no material credit allowances as of September 30, 2021 or December 31, 2020. Inventory Inventory is stated at the lower of weighted average cost or net realizable value. Inventory consists primarily of manufacturing parts and supplies used in the maintenance of production equipment. Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation and impairments. Depreciation is recognized using the straight-line method at rates based on the estimated useful lives of the various classes of property, plant and equipment. Estimates of useful lives are based upon a variety of factors including durability of the asset, the amount of usage that is expected from the asset and the Company’s business plans for the asset. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Subsequent changes in regulations, business strategies or other factors could lead to a change in the useful life of an asset. Costs associated with the construction of biogas facilities are capitalized during the construction period. Capitalized costs include direct costs including engineering, pipeline and plant construction, wages and benefits, consulting, equipment, and other overhead costs. When a biogas plant is placed in service, the costs associated with the biogas plant will be transferred from construction in progress to property and equipment and depreciated over its expected useful life. Costs of improvements that extend the lives of existing properties are capitalized, whereas maintenance and repairs are expensed as incurred. Impairment of Long-Lived Assets Long-lived assets with finite useful lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset or asset group to future undiscounted cash flows expected to be generated by the asset or asset group. Such estimates are based on certain assumptions, which are subject to uncertainty and may materially differ from actual results. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company evaluates long-lived assets, such as property, plant and equipment, including construction in progress, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. When the Company believes an impairment condition may have occurred, it is required to estimate the undiscounted future cash flows associated with the long-lived asset or group of long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities for long-lived assets that are expected to be held and used. If the Company determines that the undiscounted cash flows from an asset to be held and used are less than the carrying amount of the asset, or if the Company has classified an asset as held for sale, the Company would evaluate fair value to determine the amount of any impairment charge. Equity Method Investments Investments in entities which the Company does not control or variable interest entities in which the Company is not the primary beneficiary are accounted for using the equity method of accounting. Under this method, the Company records its proportional share of equity earnings or losses in the consolidated condensed statements of operations. Investments are increased by additional contributions and earnings and are reduced by equity losses and distributions. Goodwill Goodwill is determined as the excess of the consideration transferred over the fair value of the acquired assets and assumed liabilities in a business combination. Goodwill is not amortized, but rather tested for impairment annually on October 1, or earlier if an event occurs, or circumstances change, that indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount including goodwill, the Company will then perform a quantitative goodwill impairment test. Asset Retirement Obligations The Company recognizes a liability for obligations which the Company has a legal or a contractual obligation to remove a long-lived asset. Liabilities are recorded at estimated fair value with the associated asset retirement costs being capitalized as a part of the carrying amount of the long-lived asset. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value and is included in Depreciation, amortization and accretion in the consolidated condensed statement of operations. The Company has recognized asset retirement obligations ("AROs") arising from legal or regulatory requirements to perform certain asset retirement activities at the time that certain contracts terminate, including the costs of removing our facilities from the landfill property and returning the land to the state it was in prior to our facility construction. The fair value of asset retirement obligations are measured using expected cash outflows associated with the ARO. ARO estimates are derived from historical costs and management’s expectations of future cost elements, and therefore, the Company has designated these liabilities as Level 3 financial liabilities. The significant inputs to this fair value measurement include cost estimates of assets removal, site clean-up, transportation and remediation costs, inflation estimates, and the Company's credit-adjusted risk-free rate. Postretirement Obligations Postretirement benefits amounts recognized in consolidated condensed financial statements are determined on an actuarial basis. The Company obtains an independent actuary valuation of its postretirement obligation annually as of December 31. To calculate the present value of plan liabilities, the discount rate needs to be determined which is an estimate of the interest rate at which the retirement benefits could be effectively settled. The discount rate is determined using the average effective rate derived through matching of projected benefit payments with the discount rate curve published by Citigroup as of each reporting date. Income Taxes As a result of the Company’s up-C structure effective with the Business Combinations, the Company expects to be a tax-paying entity. However, as the Company has historically been loss-making, any deferred tax assets created as a result of net operating losses and other deferred tax assets for the excess of tax basis in Archaea Energy Inc.'s investment in Opco would be offset by a full valuation allowance. Prior to the Business Combinations, Legacy Archaea and its subsidiaries were organized as a limited liability company, with the exception of one partially-owned subsidiary which filed income tax returns as a C-Corporation. The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Judgment is required in determining the provisions for income and other taxes and related accruals, and deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company's various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates. Derivative Instruments The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives under US GAAP. Derivative instruments are recognized on the consolidated balance sheets at fair value, with subsequent changes included in earnings. Certain contracts that are used to manage exposure to commodity prices are accounted for as derivatives, unless they meet the normal purchase/normal sale criteria and are designated and documented as such. Share-based Compensation The Company accounts for share-based compensation at fair value. Restricted stock units are valued at the grant date using the market price of the Company’s Class A Common Stock. The Company records share-based compensation cost, net of actual forfeitures, on a straight-line basis over the requisite service period of the respective award. |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Basis of Presentation and Summary of Significant Accounting Policies | Summary of Significant Accounting Policies - Predecessor Basis of Presentation The consolidated financial statements of Aria have been prepared on the basis of United States generally accepted accounting principles ("US GAAP"). Segment Reporting Aria reports segment information in two segments: RNG and electric operations (Power). Landfill gas fuel source is a common element, though Aria had a new RNG plant that was under construction as of Closing Date that will utilize waste from dairy cattle. Aria managed RNG and electric production as separate operating groups and measured production output in terms of megawatt hours (MWh) for Power projects, and energy content is expressed as MMBtu for RNG. Other segment reporting considerations include: • There are separate operating and leadership teams for RNG and Power, each of whom have different skill sets. The processes for production are unique. • Customers are different. Utilities and ISO’s are buyers of electricity and RECs. Municipalities and energy companies are the primary buyers of RNG and RINs. • Economics are much stronger with RNG. Prices for both segments are volatile, but based on different drivers. • Aria operates a small portfolio of Power plants for third parties. Operationally these plants are the same as wholly-owned projects. • Aria operates RNG plants for its joint venture (JV) Mavrix LLC ("Mavrix"). These plants are operationally the same as wholly-owned plants. • Construction activity is limited to wholly owned or JV plants. No construction activity is performed for third parties. Construction revenue only exists when building assets for non-consolidated subsidiaries. Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements. Actual results could differ from those estimates. Noncontrolling Interests Noncontrolling interest represents the portion of equity ownership in subsidiaries that is not attributable to the equity holders of Aria Energy LLC. Noncontrolling interests are initially recorded at transaction price which is equal to their fair value and subsequently the amount is adjusted for the proportionate share of earnings and other comprehensive income attributable to the noncontrolling interests and any dividends or distributions paid to the noncontrolling interests. In the second quarter of 2021, noncontrolling interest was extinguished as part of the sale of LES Project Holdings LLC ("LESPH"). Revenue Recognition Aria generates revenue from the production and sale of electricity, gas, and their renewable energy attributes, and performance of other landfill energy services. Based on requirements of US GAAP, a portion of revenue is accounted for under Accounting Standards Codification ("ASC") 840, Leases , and a portion under ASC 606, Revenue from Contracts with Customers. Under ASC 840, revenue is recognized generally upon delivery of electricity, gas, and their related renewable Environmental Attributes. Under ASC 606 , revenue is recognized upon the transfer of control of promised goods or services to the customer in an amount that reflects the consideration to which is expected to be entitled in exchange for those goods or serv ices. Based on the terms of the power purchase agreements ("PPAs"), the amounts recorded under ASC 840 are generally consistent with revenue recognized under ASC 606. For the year-to-date period ended September 14, 2021, approximately 36% of revenue was accounted for under ASC 606 and 64% under ASC 840. For the nine months ended September 30, 2020, approximately 42% of revenue was accounted for under ASC 606 and 58% under ASC 840. The following tables display Aria’s revenue by major source and by operating segment for the periods July 1 to September 14, 2021 and January 1 to September 14, 2021 and the three and nine months ended September 30, 2020: (in thousands) July 1 to September 14, 2021 July 1 to September 30, 2020 January 1 to September 14, 2021 January 1 to September 30, 2020 RNG, including RINs and LCFSs $ 28,125 $ 18,925 $ 83,848 $ 51,818 Gas O&M service 268 309 974 791 Power, including RECs 6,591 11,323 31,217 36,280 Electric O&M service 781 2,819 4,211 7,136 Other 8 2,705 32 9,950 Total $ 35,773 $ 36,081 $ 120,282 $ 105,975 Operating segments RNG $ 28,402 $ 21,939 $ 84,853 $ 62,559 Power 7,371 14,142 35,429 43,416 Total $ 35,773 $ 36,081 $ 120,282 $ 105,975 Below is a description of accounting policies for each revenue stream: Electricity Aria sells a portion of the electricity it generates under the terms of power purchase agreements or other contractual arrangements which is included in energy revenue. Most PPAs are accounted for as operating leases under ASC 840, as the majority of the output under each PPA is sold to a single offtaker. The PPAs have no minimum lease payments and all of the rental income under these leases is recorded as revenue when the electricity is delivered. PPAs that are not accounted for as leases are considered derivatives. Aria has elected the normal purchase normal sale exception for these contracts, and accounts for these PPAs under ASC 606. Revenue is recognized over time using an output method, as energy delivered best depicts the transfer of goods or services to the customer. Performance obligation for the delivery of energy is generally measured by MWh’s delivered based on contractual prices. Certain of Aria’s generated electricity is sold through energy wholesale markets (New York Independent System Operator (NYISO), New England Independent System Operator (NEISO), and the Pennsylvania, Jersey, Maryland Independent System Operator (PJM)) into the day-ahead market. These electricity generation revenue streams are accounted for under ASC 606. These electric revenue streams are recognized over time using an output method, as energy delivered best depicts the transfer of goods or services to the customer. Performance obligation for the delivery of energy is generally measured by MWh’s delivered based on contractual prices. Aria also sells its capacity into the month-ahead and three-year ahead markets in the wholesale markets to satisfy system integrity and reliability requirements. Revenue from capacity is recognized under ASC 606 over time using an output method. Capacity, which is a stand-ready obligation to deliver energy when required by the customer, is measured using MWs of capacity. Gas Aria sells the gas it generates pursuant to various contractual arrangements which is included in energy revenue. These gas sales are accounted for as operating leases under ASC 840, as the majority of the output under each contract is sold to a single offtaker. These agreements have no minimum lease payments and all of the rental income under these leases is recorded as revenue when the gas is delivered to the customer based on contractual prices. Aria also has a division that resells biogas it purchases pursuant to various contractual arrangements which is included in energy revenue. This revenue is accounted for under ASC 606. Revenues related to these contracts are recognized at a point in time when control is transferred upon delivery of the biogas. Revenue is recognized on a monthly basis based on the volume of RNG delivered and the price agreed upon with the customer. Environmental Attributes Aria also generates revenue through the sale of Environmental Attributes, which is included in energy revenue. Aria’s electric plants generate renewable energy credits, or RECs, as they generate electricity. The majority of Aria’s RECs are generated by plants for which Aria has a PPA to sell all of the outputs (both energy and RECs) to the PPA counterparty and therefore are accounted for as operating leases in accordance with ASC 840, with revenue recognized as the energy and RECs are generated and delivered. For RECs not bundled with a PPA, revenue is recognized under ASC 606 at a point-in-time, when control is transferred. For RECs subject to sales agreements prior to energy generated, control is deemed to be transferred and revenue recognized when related energy is generated even in cases where there is a certification lag as it has been deemed to be perfunctory. Aria generates renewable fuel credits called renewable identification numbers, or RINs. Pipeline-quality renewable natural gas processed from landfill gas qualifies for RINs when delivered to a compressed natural gas fueling station. RINs are similar to RECs on the electric side in that they reflect the value of renewable energy as a means to satisfy regulatory requirements or goals. They are different in that RINs exist pursuant to a national program and not an individual state program. The majority of Aria’s RINs are generated by plants for which Aria has a PPA to sell all of the outputs and are therefore accounted for as operating leases in accordance with ASC 840, with revenue recognized when the fuel is produced and transferred to a third party. Construction Type Contracts Aria, on occasion, enters into contracts to construct energy projects. This contract revenue is recorded under ASC 606 over time, using an input method based on costs incurred. Operation and Maintenance (O&M) Aria provides O&M services at projects owned by third parties which are included in Energy revenue on Aria's Condensed Consolidated Statement of Operations. Revenue for these services is recognized under ASC 606. O&M revenue is recognized over time, using the output method, based on the production of electricity or RNG from the project. PPA and O&M Contract Amortization Through historical acquisitions, Aria had both above and below-market contracts from PPAs and O&M agreements related to the sale of electricity or delivery of services in future periods for which the fair value has been determined to be more or less than market. The amount above and below-market value is being amortized to revenue over the remaining life of the underlying contract which is included in Energy revenue on Aria's Condensed Consolidated Statement of Operations. Aria elected to recognize revenue using the right to invoice practical expedient and determined that the amounts invoiced to customers correspond directly with the value to customers and Aria’s satisfaction of the performance obligations to date. Furthermore, with the election of the right to invoice practical expedient, Aria also elects to omit disclosures on the remaining, or unsatisfied performance obligations since the revenue recognized corresponds to the amount that Aria has the right to invoice. Cash and Cash Equivalents Aria considers all investments with an original maturity of three months or less when purchased to be cash equivalents. Aria maintains amounts on deposit with various financial institutions, which may exceed federally insured limits. Management periodically evaluates the creditworthiness of those institutions. Aria had not experienced any losses on such deposits. Accounts Receivable Accounts receivable are stated at the invoiced or estimated amounts adjusted for any allowance for doubtful accounts. An allowance for doubtful accounts is established based on a specific assessment of all invoices that remain unpaid following normal customer payment periods. There was no allowance for doubtful accounts at September 14, 2021 and December 31, 2020 based on Aria’s history with its existing customers. Payments on accounts receivable balances are typically due and paid within 30 days of invoice. Inventory Inventory is stated at the lower of weighted average cost or net realizable value. Inventory consists primarily of engine parts and supplies used in the maintenance of production equipment. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for major renewals and betterments that extend the useful life of the assets are capitalized and depreciated over the remaining life of the assets. Maintenance and repair costs incurred by Aria are charged to expense as incurred in cost of energy. Changes in the assumption of useful lives of assets could have a significant impact on Aria’s results of operations and financial condition. Upon sale or retirement, the asset cost and related accumulated depreciation are eliminated from the respective accounts and any resulting gain or loss is recognized in income. Interest incurred on funds borrowed to finance capital projects is capitalized until the project under construction is ready for its intended use. There was no interest capitalized for the year-to-date periods ended September 14, 2021 and September 30, 2020. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Held for Sale During 2020, Aria enacted a plan to sell LESPH, and accordingly, the business was classified as held for sale through December 31, 2020. An agreement to sell the membership interests of the business subsequently was executed on March 1, 2021. The sale of LESPH was completed on June 10, 2021. Proceeds from the sale were $58.5 million, which were sent to the lenders of the LESPH debt discussed in Note 6. As discussed further in Note 6, in connection with the sale, Aria was released from its obligations under the LESPH debt and a gain on the extinguishment of debt in the amount of $61.4 million was recorded in conjunction with the sale, which accounts for the proceeds received, the debt and interest payable relieved and settlement of LESPH intercompany balances. Aria recorded an ordinary gain on sale of assets in the amount of $1.3 million. The pre-tax net earnings (losses) associated with LEPSH, including the gain on extinguishment of debt and ordinary gain on sale of assets recognized in 2021, included in Aria’s consolidated condensed statement of operations were $67.6 million and $(9.6) million for the year-to-date periods ended September 14, 2021 and September 30, 2020, respectively, of which $67.3 million and $(9.5) million, respectively, were attributable to Aria. Impairment of Long-Lived Assets In accordance with ASC 360, Property, Plant and Equipment (“ASC 360”), property and equipment, and intangible assets with finite useful lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset or asset group to future undiscounted cash flows expected to be generated by the asset or asset group. Such estimates are based on certain assumptions, which are subject to uncertainty and may materially differ from actual results. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. For purposes of testing for an impairment loss, a long-lived asset or assets shall be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The lowest level of cash inflows and outflows largely independent of other assets is generally determined to be a project, which represents a single electrical or gas generation facility located at a single landfill site. The group of assets and liabilities at the project level includes property and equipment, intangible assets (relating to gas rights agreements specific to the project site and, if applicable, the power purchase agreement also specific to the project site), and liabilities associated with out of market contracts (out of market power purchase agreements, if applicable). There were no triggering events related to Aria’s projects in the period ended September 14, 2021. Other Noncurrent Assets The other noncurrent assets as of December 31, 2020 represents long-term deposits with transportation and utility companies. Debt Origination Costs Debt origination costs were incurred in connection with various legal, consulting, and financial costs associated with debt financing and are reported net of accumulated amortization. These charges are being amortized over the term of the related debt agreements using the effective interest rate and are recorded as a reduction to long-term debt. Equity Method Investments Aria's investments in joint ventures are reported under the equity method. Under this method, Aria records its proportional share of its income or losses of joint ventures as equity investment income, net in the consolidated statements of operations. Derivative Instruments Aria applies the provisions of ASC 815, Derivatives and Hedging , (“ASC 815”). ASC 815 requires each derivative instrument to be recorded and recognized on the consolidated balance sheets at fair value, unless they meet the normal purchase/normal sale criteria and are designated and documented as such. Changes in the fair value of derivative instruments were recognized in earnings. Asset Retirement Obligations Asset retirement obligations ("AROs") associated with long-lived assets are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts and for which the timing and/or method of settlement may be conditional on a future event. AROs are recognized at fair value in the period in which they are incurred and a reasonable estimate of fair value can be made. Upon initial recognition of an obligation, Aria capitalizes the asset retirement cost by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its expected future value, while the capitalized cost is depreciated over the useful life of the related asset. Accretion expense is included in depreciation, amortization and accretion in the consolidated statements of operations. See note 10 for further disclosures on AROs. Postretirement Obligations Postretirement benefits amounts recognized in consolidated financial statements are determined on an actuarial basis. Aria obtains an independent actuary valuation of its postretirement obligation annually as of December 31. To calculate the present value of plan liabilities, the discount rate needs to be determined which is an estimate of the interest rate at which the retirement benefits could be effectively settled. The discount rate is determined using the average effective rate derived through matching of projected benefit payments with the discount rate curve published by Citigroup as of each reporting date. See Note 8 for further disclosures on postretirement obligations. Other Long-Term Liabilities Other long-term liabilities are recognized in the consolidated financial statements as obligations of Aria that are due more than one year in the future. Based on a contractual obligation under its Mavrix LLC (Mavrix) operating agreement (as discussed in Note 5), as of September 14, 2021 and December 31, 2020, Aria estimates an earn-out related to the performance of the Mavrix joint ventures payable in 2022 in the amount of $1.7 million and $1.4 million, respectively. The maximum earn-out under the operating agreement is $9.55 million. Comprehensive (Loss) Income Comprehensive (loss) income consists of net (loss) income and other comprehensive (loss) income. Other comprehensive (loss) income includes certain changes in assets and liabilities recognized directly to equity, such as actuarial gains/losses on Aria’s postretirement plan. Income Taxes Aria Energy LLC is a limited liability company taxed as a partnership and therefore no provision for federal income taxes has been made in the consolidated financial statements since taxable income or loss of Aria Energy LLC is required to be reported by the respective members on their individual income tax returns. One of Aria Energy LLC’s subsidiaries is treated as a corporation for tax purposes. Income taxes of this subsidiary are accounted for under the asset and liability method. This entity has reported tax losses since inception; therefore there continues to be a full valuation allowance at September 14, 2021 and December 31, 2020 recorded against its net deferred tax asset. The entity has recorded no income tax expense for the year-to-date period ended September 14, 2021 and September 30, 2020. Concentration of Credit Risk Financial instruments which potentially subject Aria to concentrations of credit risk consist primarily of accounts receivable. Certain accounts receivable are concentrated within entities engaged in the energy industry. These industry concentrations may impact Aria’s overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic, industry or other conditions. Receivables and other contractual arrangements are subject to collateral requirements under the terms of enabling agreements. However, Aria believes that the credit risk posed by industry concentration is offset by the creditworthiness of its customer base. Cost of Energy Cost of energy consists primarily of labor, parts, and outside services required to operate and maintain owned project facilities, electricity consumed in the process of gas production, the transportation of gas or transmission of electricity to the delivery point, and royalty payments to landfill owners as stipulated in the gas rights agreements. Fair Value Measurements Fair value is the price at which an asset could be exchanged or a liability transferred in an orderly transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or derived from such prices. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The framework for establishing fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value. Aria employs varying methods and assumptions in estimating the fair value of each class of financial instruments for which it is practicable to estimate fair value. For cash and cash equivalents, accounts receivable and trade accounts payables, the carrying amounts approximate fair value due to the short maturity of these instruments. For long-term debt, the carrying amounts approximate fair value as the interest rates obtained by Aria approximate the prevailing interest rates available to Aria for similar instruments. In accordance with ASC 820, Fair Value Measurement (“ASC 820”), the hierarchy alluded to above is established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy defines three levels of inputs that may be used to measure fair value: In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Standards | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued and Adopted Accounting Standards | NOTE 3 – Recently Issued and Adopted Accounting Standards In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02 “Leases (Topic 842)” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous generally accepted accounting principles and the new requirements under Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous generally accepted accounting principles. ASU 2016-02 is effective for the Company for fiscal years beginning after December 15, 2021 with early adoption permitted. The Company will adopt Topic 842 as of January 1, 2022, and it is not expected to have a material impact on the financial condition, results of operations, or cash flows. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes, to simplify the accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intra-period tax allocations, the methodology for calculating income taxes in an interim period, and recognition of the deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes, enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years with early adoption permitted. The Company adopted ASU No. 2019-12 as of January 1, 2021, and the adoption of this guidance did not have a material impact on the consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional guidance for a limited period of time to ease the transition from LIBOR to an alternative reference rate. The guidance intends to address certain concerns relating to accounting for contract modifications and hedge accounting. These optional expedients and exceptions to applying GAAP, assuming certain criteria are met, are allowed through December 31, 2022. The Company is currently evaluating the provisions of this update and has not yet determined whether it will elect the optional expedients. The Company does not expect the transition to an alternative rate to have a material impact on its business, operations or liquidity. |
Business Combinations and Rever
Business Combinations and Reverse Recapitalization | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations and Reverse Recapitalization | NOTE 4 – Business Combinations and Reverse Recapitalization On September 15, 2021, Archaea consummated the previously announced Business Combinations with Aria and Legacy Archaea, as described in Note 1 - Organization and Description of Business. Reverse Recapitalization Legacy Archaea is considered the accounting acquirer of the Business Combinations because Legacy Archaea Holders have the largest portion of the voting power of the Company and Legacy Archaea’s senior management comprise the majority of the executive management of the Company. Additionally, the Legacy Archaea Holders appointed the majority of board members exclusive of the independent board members. The Archaea Merger represents a reverse merger and is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, RAC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Archaea Merger is treated as the equivalent of Legacy Archaea issuing shares for the net assets of RAC, accompanied by a recapitalization. The net assets of RAC were stated at historical cost, no goodwill or other intangible assets were recorded. The Archaea Closing Merger Consideration consisted of 33,350,385 newly issued Opco Class A units and 33,350,385 newly issued shares of Class B Common Stock. In the reverse recapitalization, the Company received $236.9 million in gross cash proceeds from RAC upon Closing. For accounting purposes, these cash proceeds were treated as the equivalent of proceeds for issuance of the following outstanding shares and warrants at the time of Closing: • 23,680,528 shares of Class A Common Stock, after redemptions • 5,931,350 shares of Class B Common Stock • 11,862,492 Public Warrants and 6,771,000 Private Placement Warrants, each exercisable at a price of $11.50 per share. See Note 11 - Derivatives for further discussion. In connection with the Business Combinations, the Company incurred approximately $40.5 million of equity issuance costs, mainly consisting of underwriting, legal, consulting, and other professional fees, which are recorded to additional paid-in capital as a reduction of proceeds. PIPE Financing On April 7, 2021, in connection with its entry into the Business Combination Agreements, the Company entered into subscription agreements (each, an “Initial Subscription Agreement”) with certain investors (the “Initial PIPE Investors”) pursuant to which, among other things, the Initial PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Initial PIPE Investors, an aggregate of 30.0 million shares of the Company’s Class A Common Stock for an aggregate purchase price of $300.0 million ($10.00 per share), on the terms and subject to the conditions set forth therein (the “Initial PIPE Financing”). Additionally, on April 7, 2021, RAC, RAC Opco, Sponsor and Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (“Atlas”), entered into an Amendment to Forward Purchase Agreement (the “FPA Amendment”) pursuant to which the Forward Purchase Agreement, dated as of September 30, 2020 (the “Original FPA Agreement” and, together with the FPA Amendment, the “FPA”), by and among such parties was amended to provide that Atlas shall purchase a total of $20.0 million of Forward Purchase Securities (as defined in the Original FPA Agreement) and the Forward Purchase Warrants (as defined in the Original FPA Agreement) will consist of one-eighth of one redeemable warrant (where each whole redeemable warrant is exercisable to purchase one share of Class A Common Stock at an exercise price of $11.50 per share). Atlas satisfied its obligation to purchase the Forward Purchase Securities by participating in the PIPE Financing, and upon consummation of the Combinations, Atlas received 250,000 warrants (each exercisable for one share of Class A Common Stock at a price of $11.50). On September 13, 2021, due to the expectation that one of the Initial PIPE Investors would not be able to fulfill its $25.0 million commitment for 2.5 million shares ($10.00 per share) in the Initial PIPE Financing, the Company entered into additional subscription agreements (each, a “Follow-On Subscription Agreement”) with certain investors (the “Follow-On PIPE Investors” and, together with the Initial PIPE Investors, the “PIPE Investors”) pursuant to which, among other things, the Follow-On PIPE Investors agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the Follow-On PIPE Investors, an aggregate of 1,666,667 newly issued shares of the Company’s Class A Common Stock for an aggregate purchase price of $25.0 million ($15.00 per share), on the terms and subject to the conditions set forth therein (the “Follow-On PIPE Financing” and, together with the Initial PIPE Financing, the “PIPE Financing”). Each Follow-On Subscription Agreement is substantially identical to the form of Initial Subscription Agreement. On the Closing Date, gross consideration of $300 million was received under the PIPE Financing, including the proceeds under the FPA Amendment, in exchange for 29,166,667 shares of Class A Common Stock and 250,000 warrants (each warrant exercisable for one share of Class A Common Stock at a price of $11.50). Aria Merger Aria was acquired to complement Archaea's existing RNG assets and for its operational expertise in the renewable gas industry. Aria was determined to be a VIE immediately prior to the Business Combination. Concurrent with the Business Combinations, the Company became the primary beneficiary of Aria. The Aria Merger Consideration consisted of both cash consideration and consideration in the form of newly issued Opco Class A units and newly issued shares of the Company’s Class B Common Stock. The cash component of the Aria Merger Consideration paid upon Closing was $377.1 million paid to Aria Holders, subject to certain future adjustments set forth in the Aria Merger Agreement, and $91.1 million for repayment of Aria debt. The remainder of the Aria Closing Merger Consideration consisted of 23.0 million Opco Class A units and 23.0 million shares of Class B Common Stock. Total consideration was determined to be as follows: (in thousands) At September 15, 2021 Issuance of Opco Class A units $ 394,910 Cash consideration 377,122 Repayment of Aria debt at Closing 91,115 Total Purchase Price Consideration $ 863,147 The Aria Merger represented an acquisition of a business and was accounted for using the acquisition method, whereby all of the assets acquired, liabilities assumed and noncontrolling interests were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill. Certain data to complete the purchase price allocation is not yet available, including but not limited to final appraisals of certain assets acquired and liabilities assumed. The Company will finalize the purchase price allocation during the 12-month period following the Closing, during which time the value of the assets and liabilities may be revised as appropriate. The following table sets forth the preliminary allocation of the Aria Merger consideration. (in thousands) As of September 15, 2021 Fair value of assets acquired: Cash and cash equivalents $ 4,903 Account receivable, net 27,331 Inventory 9,015 Prepaid expenses and other current assets 3,834 Property, plant and equipment, net 120,517 Intangible assets, net 585,398 Equity method investments 232,619 Other non-current assets 861 Goodwill 24,257 Amount attributable to assets acquired $ 1,008,735 Fair value of liabilities assumed: Accounts payable $ 2,760 Accrued and other current liabilities 25,069 Below-market contracts 108,880 Other long-term liabilities 8,879 Amount attributable to liabilities assumed 145,588 Net assets acquired 863,147 Total Aria Merger consideration $ 863,147 The goodwill is primarily attributable to the expected synergies Archaea believes will be created as a result of the combined companies, the ability to enhance Aria's current RNG assets, and the ability to convert certain of Aria's power assets to RNG assets. We expect a majority, if not all of the goodwill, to be assigned to the RNG reporting unit upon finalizing the purchase price allocation. Due the existence of cumulative losses, no deferred taxes are recorded for the Aria merger transaction. Included in the consolidated statement of operations for both the three and nine months ending September 30, 2021 are revenues of $6.2 million and net income of $0.6 million related to results of Aria for the 16 day period from the Closing of the Business Combinations through September 30, 2021. The Company recognized transaction costs of $2.7 million during the three and nine months ended September 30, 2021 related to the Business Combinations. Unaudited Pro Forma Operating Results The following unaudited pro forma combined financial information has been prepared as if the Aria Merger and other related transactions had taken place on January 1, 2020. The information reflects pro forma adjustments based on certain assumptions that the Company believes are reasonable, including depreciation of the Company's fair-value property, plant and equipment and landfill gas rights, amortization of fair value intangibles and below-market contracts, and that debt associated with the transaction was outstanding as of January 1, 2020. Additionally, pro forma net loss attributable to Class A Common Stock excludes $19.2 million of transaction costs. The pro forma combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Aria Merger taken place on January 1, 2020; furthermore, the pro forma financial information is not intended to be a projection of future results. (Unaudited Pro Forma) Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Total Revenues $ 48,538 $ 37,474 $ 143,525 $ 115,237 Net Income (Loss) $ (9,098) $ (3,825) $ 61,181 $ (9,017) Stockholders’ Agreement Pursuant to the terms of the Stockholders Agreement, the Company Holders (as defined in the Stockholders Agreement) were granted certain customary registration rights. Also, the Aria Holders (as defined in the Stockholders Agreement) are subject to a 180-day lock-up period on transferring their equity interests in the Company and Opco, while the Legacy Archaea Holders (as defined in the Stockholders Agreement) are subject to a lock-up period (i) ending on the date that is the two-year anniversary of the Closing Date solely with respect to the Company Interests distributed by Archaea Energy LLC after the one-year anniversary of the Closing Date to the Legacy Archaea Holders who are members of management of the Company as of the Closing or their Affiliates (as defined in the Stockholders Agreement) and (ii) ending on the date that is the one-year anniversary of the Closing Date with respect to all other Company Interests issued to the Legacy Archaea Holders at the Closing other than those described in the immediately foregoing clause (i). The lock-up restrictions applicable to the Aria Holders are subject to early expiration based on the per share trading price of the Company’s Class A Common Stock, par value $0.0001, as set forth in the Stockholders Agreement. The Stockholders Agreement generally provides that if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for the stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the "trading share price") on the principal exchange on which such securities are then listed or quoted for any 10 trading days within any 15 trading-day period commencing 15 days after the Closing, exceeds (i) $13.50 per share, then the Aria Holders, together with their permitted transferees, may transfer the equity interests in the Company that they received pursuant to the Aria Merger Agreement (the "Aria Closing Shares) during the 180-day lock-up period without restriction in an amount up to one-third of the Aria Closing Shares, (ii) $16.00 per share, then the Aria Holders, together with their permitted transferees, may transfer up to an additional one-third of the Aria Closing Shares in excess of the Aria Closing Shares described in the foregoing clause (i) (i.e., up to two-thirds of the Aria Closing Shares in the aggregate) without restriction, and (iii) $19.00 per share, then the Aria Holders, together with their permitted transferees, may transfer any of the Aria Closing Shares without restriction. As of November 11, 2021, all of the Aria Closing Shares were no longer subject to the lock-up restrictions due to Class A Common Stock trading prices. Predecessor Financial Statements Archaea determined that Aria is the predecessor to the Company due to the relative fair values of the Company and legacy operations Aria had compared to Archaea. As such, we have included Aria's consolidated statements of operations for the periods from July 1 to September 14, 2021, from January 1 to September 14, 2021, and the three months and nine months ended September 30, 2020, and the consolidated balance sheet as of December 31, 2020 following the Notes to the Company's Consolidated Condensed Financial Statements for comparative purposes. Other Business Acquisitions Gulf Coast Environmental Systems On January 14, 2020, Legacy Archaea entered into a Membership Interest and Loan Purchase Agreement with NEI Ventures, LLC (“Noble”). Pursuant to this agreement, Legacy Archaea purchased 51% of the Class A membership interests of GCES for consideration of $0.5 million. Additionally, Legacy Archaea purchased a loan receivable held by Noble which was due from GCES for consideration of approximately $0.7 million. In February 2020, Legacy Archaea obtained additional Class A interests in consideration of waiving certain receivables, and thereby increasing its GCES ownership to 72.2%. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | NOTE 5 – Revenues Revenue by Product Type The following table disaggregates revenue by significant product type for the periods indicated: (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 RNG, including RINs and LCFSs $ 5,525 $ — $ 6,346 $ — Gas O&M service 110 — 110 — Power, including RECs 5,125 — 7,363 — Electric O&M service 156 — 156 — Equipment and associated services 865 1,904 4,588 4,496 Total $ 11,781 $ 1,904 $ 18,563 $ 4,496 Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from projects when revenues recognized under the cost-to-cost measure of progress exceed the amounts invoiced to customers, as the amounts cannot be billed under the terms of the contracts. Contract liabilities from contracts arise when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as revenue is recognized from the satisfaction of the related performance obligation and are recorded as either current or long-term, depending upon when such revenue is expected to be recognized. Contract assets and liabilities consisted of the following as of September 30, 2021 and December 31, 2020: (in thousands) September 30, December 31, Contract assets (included in Prepaid expenses and other current assets) $ 104 $ 48 Contract liabilities (included in Accrued and other current liabilities) $ (520) $ (1,423) Transaction Price Allocated to Remaining Unsatisfied Performance Obligations Remaining performance obligations at September 30, 2021 were approximately $2.3 million. Projects are included within remaining performance obligations at such time the project is awarded and agreement on contract terms has been reached. Remaining performance obligations include amounts related to contracts for which a fixed price contract value is not assigned only when a reasonable estimate of total transaction price can be made. Remaining performance obligations include unrecognized revenues to be realized from uncompleted contracts and firm sales contracts with original terms in excess of one year. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Property, Plant and Equipment | NOTE 6 – Property, Plant and Equipment Property, plant and equipment consist of the following as of September 30, 2021 and December 31, 2020: (in thousands) September 30, December 31, Machinery and equipment $ 151,248 $ 376 Buildings and improvements 16,827 88 Furniture and fixtures 569 13 Construction in progress 115,337 51,927 Land 86 1 Total cost 284,067 52,405 Less: Accumulated depreciation (2,457) (37) Property, plant and equipment, net $ 281,610 $ 52,368 |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Property, Plant and Equipment | Property, Plant and Equipment - Predecessor Property, plant and equipment are summarized as follows: (in thousands) December 31, 2020 Buildings $ 25,186 Machinery and equipment 166,191 Furniture and fixtures 1,154 Construction in progress 1,366 Total cost $ 193,897 Accumulated depreciation (123,138) Net property, plant and equipment $ 70,759 |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Equity Method Investments | NOTE 7 – Equity Method Investments As a result of the Aria Merger, the Company holds 50% interest in two joint ventures, Mavrix and Sunshine Gas Producers, LLC. ("SGP"), which are accounted for using the equity method. In addition, the Company also owns several other investments accounted for using the equity method of accounting. Under the terms of the original Mavrix, LLC Contribution Agreement dated September 30, 2017, the Company is required to make an earn-out payment to its joint venture partner holding the other 50% membership in Mavrix in an amount up to $9.55 million. The earn-out payment represents additional consideration for the Company's equity interest in Mavrix and will be based on the performance of certain projects owned by Mavrix through the earn-out period which ends September 30, 2022. No earn-out payment is due until the completion of the earn-out period. The Company has estimated the earn-out payment to be $1.7 million at September 30, 2021, and this amount was reflected in the accompanying balance sheet in other long-term liabilities. The summarized financial information for the Mavrix and SGP equity method investments following the Business Combinations is as follows: (in thousands) September 30, Assets $ 200,106 Liabilities 20,531 Net assets $ 179,575 Company's share of equity in net assets $ 89,787 (in thousands) Three Months Ended Nine Months Ended Total revenues $ 4,786 $ 4,786 Net income $ 2,259 $ 2,259 Company's share of net income $ 1,130 $ 1,130 The Company's carrying values of the Mavrix and SGP investments also include basis differences totaling $145.5 million as of September 30, 2021 as a result of the fair value measurements recorded in the Aria Merger. Amortization of the basis differences reducing equity investment income was $0.4 million for the three and nine months ended September 30, 2021. |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Equity Method Investments | Equity Method Investments - Predecessor Aria holds 50% interests in two joint ventures accounted for using the equity method – Mavrix and Sunshine Gas Producers, LLC. Prior to the sale of LESPH in June 2021, Aria also held 50% interests in the following four joint ventures: Riverview Energy Systems, LLC, Adrian Energy Systems, LLC, Salem Energy Systems, LLC and Salt Lake Energy Systems LLC. See Held for Sale section in Note 2 for more discussion on the sale of LESPH. Under the terms of the Mavrix LLC Contribution Agreement dated September 30, 2017, Aria is required to make an earn-out payment to its JV partner holding the other 50% membership (in Mavrix LLC) in an amount up to $9.55 million. As defined in the Contribution Agreement, the payment represents additional consideration for Aria’s equity interest in Mavrix, and the earn-out payment will be based on the performance of certain projects owned by Mavrix through the earn-out period which ends September 30, 2022. No earn-out payment is made until after the end of the earn-out period. Aria has estimated the earn-out payment to be $1.7 million at September 14, 2021 and $1.4 million at December 31, 2020, and has recorded these amounts in other long-term liabilities in the respective periods. Summary information on the equity method investments is as follows: (in thousands) December 31, 2020 Assets $ 171,288 Liabilities 13,570 Net assets $ 157,718 Company's share of equity in net assets 77,993 NOTE 5 - Equity Method Investments - Predecessor (Continued) (in thousands) July 1 to September 14, 2021 July 1 to September 30, 2020 January 1 to September 14, 2021 January 1 to September 30, 2020 Revenue $ 25,223 $ 16,307 $ 78,125 $ 41,199 Net income $ 13,237 $ 5,226 $ 38,512 $ 12,338 Aria's share of net income $ 6,451 $ 2,558 $ 19,777 $ 6,005 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Goodwill and Intangible Assets | NOTE 8 – Goodwill and Intangible Assets Goodwill At September 30, 2021, the Company had $27.0 million of goodwill, all of which is allocated to the RNG segment. The goodwill is primarily associated with the acquisition of Aria in the Business Combinations. Intangible Assets Intangible assets consist of biogas rights agreements, off-take agreements, operations and maintenance contracts, an RNG purchase contract, customer relationships and trade names that were recognized as a result of the allocation of the purchase price under business acquisitions based on their future value to the Company, and such intangible assets will be amortized over their estimated useful lives. The biogas rights agreements have various renewal terms in their underlying contracts that are factored into the useful lives when amortizing the intangible asset. Intangible assets consist of the following as of September 30, 2021 and December 31, 2020: (in thousands) September 30, 2021 Gross Carrying Amount Accumulated Amortization Net Biogas rights agreements $ 554,745 $ 1,560 $ 553,185 Electricity off-take agreements 23,400 113 23,287 Operations and maintenance contracts 8,620 11 8,609 RNG purchase contract 6,920 199 6,721 Customer relationships 350 125 225 Trade names 150 54 96 Total $ 594,185 $ 2,062 $ 592,123 (in thousands) December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Biogas rights agreements $ 8,293 $ — $ 8,293 Customer relationships 350 70 280 Trade names 150 30 120 Total $ 8,793 $ 100 $ 8,693 The biogas rights agreements, some of which are evergreen, are being amortized over their expected useful lives ranging from 4 years to 30 years, and the amortization period for each agreement begins once the associated facility commences operations. Total amortization expense was appro ximately $1.6 million for b oth the three and nine months ended September 30, 2021. The annual amortization expense is expected to be approximately $35 million for each of the next 5 years. Below-Market Contracts As a result of the Aria Merger, the Company assumed certain fixed-price sales contracts that are below current and future market prices. The contracts were recorded at fair value and are classified as other long-term liabilities on the Company’s consolidated condensed balance sheet. (in thousands) September 30, 2021 Gross Liability Accumulated Amortization Net Gas off-take agreements $ 108,880 $ 488 $ 108,392 |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Intangible Assets | Intangible Assets - Predecessor Intangible assets consist of gas rights agreements, operations and maintenance contracts, power purchase, gas sales and gas purchase agreements that were created as a result of the allocation of the purchase price under business acquisitions based on the future value to Aria and amortized over their estimated useful lives. The gas rights agreements have various renewal terms in their underlying contracts that are factored into the useful lives when amortizing the intangible asset. Amortizable Intangible Assets December 31, 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gas rights agreements $ 217,285 $ 102,944 $ 114,341 Operations and maintenance contracts 3,500 2,475 1,025 Gas sales agreements 32,059 20,503 11,556 Total $ 252,844 $ 125,922 $ 126,922 Details of the intangible assets are summarized below: Expense Type of Contract Amortization Line Item Remaining Lives July 1 to September 14, 2021 July 1 to September 30, 2020 January 1 to September 14, 2021 January 1 to September 30, 2020 Gas rights Depreciation, amortization and accretion 4 to 16 years $ 1,892 $ 3,777 $ 6,494 $ 11,331 Operation and maintenance Amortization of intangibles and below-market contracts 5 years $ 52 $ 145 $ 178 $ 434 Gas sales Amortization of intangibles and below-market contracts 1 to 8 years $ 733 $ 891 $ 2,515 $ 2,674 Below-Market Contracts Due to business acquisitions and asset acquisitions, Aria previously acquired certain below-market contracts, which are classified as noncurrent liabilities on Aria’s consolidated balance sheet as of December 30, 2020. These include: December 31, 2020 Gross Accumulated (in thousands) Liability Amortization Net Gas purchase agreements $ 19,828 $ 14,059 $ 5,769 For intangibles and below-market contracts, depreciation, amortization and accretion was $7.4 million and $12.2 million for the periods ended September 14, 2021 and September 30, 2020, respectively. Below-market contracts related to the purchase of gas are amortized to cost of energy, and amortization was $1.8 million for both the periods ended September 14, 2021 and September 30, 2020, which was recorded as a decrease to cost of energy. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 9 – Commitments Operating Leases The Company has entered into warehouse and office leases with third parties for periods ranging from one For the nine months ended September 30, 2021 and 2020, the Company recognized rent expense of $0.9 million and $0.2 million, respectively. Future minimum lease payments under the Company’s non-cancellable operating leases are as follows: (in thousands) Remainder of 2021: $ 207 2022 633 2023 114 2024 21 2025 — Thereafter — Total future minimum lease payments $ 975 Other Commitments The Company has various long-term contractual commitments pertaining to its biogas rights agreements. These agreements expire at various dates through 2045. The following summarizes the aggregate minimum future payments under these contracts as of September 30, 2021: (in thousands) Remainder of 2021: $ 794 2022 7,085 2023 2,975 2024 2,975 2025 2,975 Thereafter 23,388 Total future payments $ 40,192 |
Commitments | NOTE 9 – Commitments Operating Leases The Company has entered into warehouse and office leases with third parties for periods ranging from one For the nine months ended September 30, 2021 and 2020, the Company recognized rent expense of $0.9 million and $0.2 million, respectively. Future minimum lease payments under the Company’s non-cancellable operating leases are as follows: (in thousands) Remainder of 2021: $ 207 2022 633 2023 114 2024 21 2025 — Thereafter — Total future minimum lease payments $ 975 Other Commitments The Company has various long-term contractual commitments pertaining to its biogas rights agreements. These agreements expire at various dates through 2045. The following summarizes the aggregate minimum future payments under these contracts as of September 30, 2021: (in thousands) Remainder of 2021: $ 794 2022 7,085 2023 2,975 2024 2,975 2025 2,975 Thereafter 23,388 Total future payments $ 40,192 NOTE 19 - Contingencies Management has regular litigation reviews, including updates from corporate and outside counsel, to assess the need for accounting recognition or disclosure of contingencies. The Company accrues an undiscounted liability for contingencies where a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Company does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. The Company does not believe the ultimate outcome of any currently pending lawsuit will have a material adverse effect upon the Company’s financial statements, and the liability is believed to be only reasonably possible or remote. In July 2021, Legacy Archaea settled certain lawsuits on confidential terms with the lawsuits being dismissed with prejudice. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Debt | NOTE 10 – Debt The Company's outstanding debt consists of the following as of September 30, 2021 and December 31, 2020: (in thousands) September 30, December 31, New Credit Agreement - Term Loan $ 220,000 $ — Wilmington Trust – 4.47% Term Note 60,828 — Wilmington Trust – 3.75% Term Note 66,558 — Comerica Bank – Specific Advance Facility Note — 4,319 Comerica Term Loan — 12,000 Kubota Corporation – Term Notes — 46 347,386 16,365 Less unamortized debt issuance costs (9,586) (291) Long-term debt less debt issuance costs 337,800 16,074 Less current maturities, net (8,546) (1,301) Total long-term debt $ 329,254 $ 14,773 Scheduled future maturities of long-term debt principal amounts are as follows: (in thousands) Remainder of 2021 $ 1,375 2022 12,752 2023 17,108 2024 17,371 2025 17,598 Thereafter 281,182 Total $ 347,386 New Credit Facilities On the Closing Date and upon consummation of the Business Combinations, Archaea Energy Operating LLC, a Delaware limited liability company (f/k/a LFG Buyer Co, LLC) (“Archaea Borrower”), entered into a $470 million Revolving Credit and Term Loan Agreement (the “New Credit Agreement”) with a syndicate of lenders co-arranged by Comerica Bank. The New Credit Agreement provides for a senior secured revolving credit facility (the “Revolver”) with an initial commitment of $250 million and a senior secured term loan credit facility (the “Term Loan” and, together with the Revolver, the “Facilities”) with an initial commitment of $220 million. Pursuant to the New Credit Agreement, Archaea Borrower has the ability, subject to certain conditions, to draw upon the Revolver on a revolving basis up to the amount of the Revolver then in effect. On the Closing Date, Archaea Borrower received total proceeds of $220 million under Term Loan. Archaea Borrower has outstanding borrowings under the Term Loan of $220 million at an interest rate of 3.34% as of September 30, 2021. As of September 30, 2021, the Company issued letters of credit under the New Credit Agreement of $14.7 million that reduced the borrowing capacity of the Revolver to $235.3 million, and there were no borrowings under the Revolver. Additional letters of credit of $0.8 million were also issued and outstanding as of September 30, 2021. The maturity date of the New Credit Agreement is the last to occur of (i) September 15, 2026, (ii) the date on which the commitments under the Revolver shall terminate in accordance with the New Credit Agreement (subject to any extensions, as applicable) and (iii) the date on which the commitments under the Term Loan shall terminate in accordance with the New Credit Agreement (subject to any extensions, as applicable). Interest on the Facilities is at a floating rate based on LIBOR, with a LIBOR floor of 0.00%, or the administrative agent’s prime rate, at Archaea Borrower’s election, plus a tiered rate of 1.75% to 3.25% based on the applicable rate and type of loan. The New Credit Agreement is secured by liens on substantially all of the assets of Archaea Borrower and certain of its subsidiaries and a pledge of the equity interests of Archaea Borrower and certain of its subsidiaries. The New Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default typical for a financing of this type, including a consolidated total leverage ratio covenant and a fixed charge coverage ratio, tested quarterly commencing December 31, 2021. Assai Energy 3.75% and 4.47% Senior Secured Notes On January 15, 2021, Assai Energy, LLC (“Assai”) entered into a senior secured note purchase agreement with certain investors for the purchase of $72.5 million in principal amount of 3.75% Senior Secured Notes (the "3.75% Notes"). Interest on the 3.75% Notes is payable quarterly in arrears on each payment date and mature on September 30, 2031. On April 5, 2021, Assai entered into an additional senior secured note purchase agreement with certain investors for the purchase of $60.8 million in principal amount of its 4.47% Senior Secured Notes (the "4.47% Notes" and, together with the 3.75% Notes, collectively the “Assai Notes”). Interest is payable quarterly in arrears on each payment date, and the 4.47% Notes mature on September 30, 2041. As of September 30, 2021, Assai received total proceeds of $127.4 million from the Assai Notes of which approximately $30.0 million was used to complete the acquisition of PEI. The remaining proceeds are expected to be used to fund the continued development of Project Assai. Wilmington Trust, National Association is the collateral agent for the secured parties for the Assai Notes. The Assai Notes are secured by all Assai plant assets and plant revenues and a pledge of the equity interests of Assai. Cash received from the Assai Notes is restricted for use on Assai related costs and cannot be used for general corporate purposes. Line of Credit The Company had a revolving line of credit agreement with Comerica Bank ("Comerica") that provided for maximum borrowings of $8.0 million. The Company had no outstanding balance on the line of credit as of December 31, 2020, and the line of credit was paid off in full and terminated at the closing of the Business Combinations. Secured Promissory Notes On July 15 and July 26, 2021, Archaea Holdings LLC entered into several secured promissory notes with certain lenders, including related parties to the Company, in the aggregate principal amount of approximately $30.0 million. Promissory notes totaling approximately $16.5 million bear interest at 20% per annum, and promissory notes totaling approximately $13.5 million bear interest at 7.5% per annum. All unpaid principal and unpaid accrued interest of the foregoing promissory notes were due the earlier of (a) the one-year anniversary of the respective issuance date (July 15, 2022 or July 26, 2022), (b) closing date of the Business Combinations, or (c) the date on which all amounts under promissory notes shall become due and payable in the event of the Company’s default. The promissory notes bearing interest at 20% per annum include a guaranteed minimum interest payment of approximately $1.0 million in aggregate. These promissory notes were repaid in full at the closing of the Business Combinations. Boyd County Credit Agreement On November 10, 2020, Archaea Holdings, LLC (“Archaea Holdings”) and Big Run Power Producers, LLC (“BRPP”), both wholly-owned subsidiaries of the Company, entered into certain promissory notes with Comerica pursuant to that certain credit agreement by and between Comerica, as the lender, and Archaea Holdings and BRPP, as the borrowers (the “Boyd County Credit Agreement”). Noble Environmental, Inc. (“Noble”) guaranteed the Boyd County Credit Agreement. Pursuant to the Boyd County Credit Agreement, Comerica made available to the borrowers $5.0 million secured specific advance facility loan (the “SAF Loan”) and $12.0 million secured term loan (the “Comerica Term Loan”). The SAF Loan and the Comerica Term Loan bear interest at LIBOR plus 4.5%. In addition to the Comerica Term Loan and the SAF Loan, the Bank has also made available to the borrowers a corporate credit card program with a credit limit of $3.5 million for use by the borrowers in connection with the operation of the business (the “Corporate Credit Account”). As of September 30, 2021 and December 31, 2020, the Company received total proceeds under the SAF Loan and Comerica Term Loan of approximately $17.0 million and approximately $16.3 million, respectively. The Boyd County Credit Agreement, including the SAF Loan and the Comerica Term Loan, was repaid in full at the closing of the Business Combinations. Noble Environmental, Inc. ("Noble Environmental"), which is a related party of Archaea, guaranteed Archaea Holding’s and BRPP's obligations under the Boyd County Credit Agreement (the "Noble Guaranty"). In consideration of Noble Environmental furnishing the Noble Guaranty, Noble Environmental required that Archaea Holdings and BRPP incur a guaranty fee. The guaranty fee is accrued on the face value of the guaranteed obligation, which shall accrue interest at a 20% interest rate subject to adjustments. The guaranty fee was evidenced by a promissory note dated November 10, 2020 made by Archaea Holding and BRPP payable to Noble Environmental (the "Noble Note"). The Noble Note aggregate balance of $3.2 million was repaid in full at the closing of the Business Combinations. Paycheck Protection Program Loan During 2020, the Company received a $0.2 million loan and GCES received a $0.5 million loan from the Small Business Administration (SBA) as provided for under the Paycheck Protection Program (Program) established in accordance with the Coronavirus Aid, Relief, and Economic Security Act (CARES ACT) signed into law on March 27, 2020. The Company utilized the loan proceeds in accordance with established Program guidelines which would result in forgiveness of the full amount of the loan. The forgiveness of the loan resulted in no interest being charged to the Company. In March 2021, the Company had received notification from the lending institution that the full amount of the loan had been forgiven, and the proceeds were recorded in other income in the first quarter of 2021. The amount of the proceeds received under this loan at December 31, 2020 was reflected in the accompanying balance sheets as other long-term liability. In December 2020, GCES had received notification from the lending institution that the full amount of the loan had been forgiven, and the proceeds were recorded in other income in the fourth quarter of 2020. |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Debt | Long-Term Debt - Predecessor (in thousands) December 31, 2020 Notes payable - due October 7, 2020 $ 102,831 Term Loan B - due May 2022 137,978 Debt origination costs (1,385) Total 239,424 Less: Current portion of debt 102,831 Long-term portion $ 136,593 Notes Payable In October 2010, LESPH entered into a credit agreement with a syndicate of bank lenders (the Banks) that provided for a term note and a working capital commitment (Line of Credit) which is described below. The term note, along with working capital commitment, is collateralized exclusively by the assets of LESPH, and is nonrecourse to Aria Energy LLC. In accordance with the associated credit agreement, the above notes payable were due October 7, 2020, but were unpaid as of December 31, 2020. Aria enacted a plan to sell LESPH in 2020. On March 1, 2021, Aria entered into a Membership Interest Purchase Agreement (MIPA) for the purpose of selling 100% of the membership interests in LESPH. In accordance with Section 4.02 of the MIPA, the Sellers obligations at closing include the execution of the Lender Release, as defined in the agreement, releasing of Liens and claims with respect to LESPH and its consolidated and non-consolidated subsidiaries, terminating the LESPH credit agreement and discharging the borrowers’ obligations. The sale of LESPH occurred on June 10, 2021 and the extinguishment of the debt resulted in a gain being recorded equal to the difference between the reacquisition price and the net carrying amount of the debt of $122.6 million ($102.8 million in principal, $19.8 million in unpaid interest). This gain is classified as part of nonoperating income on the Statement of Operations. Senior Secured Credit Facility Revolver and Term Loan B Aria Energy LLC and certain subsidiaries (Borrowers) entered into a senior secured credit facility that provides for a $200 million secured term loan, and a $40.2 million secured revolving credit facility, of which $40.0 million can be used for letters of credit. During 2020, the revolving credit maturity date was extended until November 24, 2021. The facility is secured by a first lien security interest in the assets of the Borrowers. Payments on the term loan were due in quarterly installments of $0.5 million that began on September 30, 2015 and continued until the debt was retired as part of the Business Combinations. |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Asset Retirement Obligations | NOTE 12 – Asset Retirement Obligations The Company has asset retirement obligations ("ARO") associated with the future environmental remediation responsibility to restore the land and remove biogas plants and related facilities within one year of the expiration of certain operating lease agreements. The fair value of the ARO is measured using expected cash outflows associated with the ARO, adjusted for inflation and discounted at our credit-adjusted risk-free rate when the liability is initially recorded. Accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The following summarizes changes in the Company’s ARO liabilities for the year-to-date periods ending September 30, 2021 and December 31, 2020: (in thousands) 2021 2020 Balance at beginning of period $ 306 $ — Liabilities acquired (1) 3,580 — Liabilities incurred — 306 Accretion expense 18 — Balance at end of period $ 3,904 $ 306 (1) Liabilities acquired relate to asset retirement obligations assumed in the Aria Merger. See Note 4. |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Asset Retirement Obligations | Asset Retirement Obligations - Predecessor The following table presents the activity for the AROs for the periods ended September 14, 2021 and December 31, 2020: (in thousands) January 1 to September 14, 2021 January 1 to December 31, 2020 Balance at beginning of period $ 3,408 $ 6,536 Accretion expense 172 456 Revision to estimated cash flows — — Transfer to liabilities classified as held for sale — (3,584) Settlement of asset retirement obligation — — Balance at end of period $ 3,580 $ 3,408 Accretion expense represents the increase in asset retirement obligations over the remaining operational life of the asset and is recognized in depreciation, amortization and accretion. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Derivative Instruments | NOTE 11 – Derivative Instruments Warrant Liabilities The Public Warrants, Forward Purchase Warrants, and Private Placement Warrants contain exercise and settlement features that preclude them from being classified within in shareholders’ equity, and therefore are recognized as derivative liabilities. The Company recognizes these warrant instruments as liabilities at fair value with changes in fair value included within other income (loss) in the Company’s consolidated condensed statements of operations. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. As of September 30, 2021, the Company had 12,112,492 total Public Warrants and Forward Purchase Warrants (together the "Redeemable Warrants") and 6,771,000 Private Placement Warrants outstanding. Redeemable Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire on September 15, 2026, or earlier upon redemption or liquidation. The Redeemable Warrants became exercisable on October 26, 2021, and the Company may redeem the outstanding Redeemable Warrants even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the last sale price of the Class A Common Stock equals or exceeds $10.00 per share on the last trading day before the notice of redemption is sent to the warrant holders, the Company may redeem the Redeemable Warrants for cash at a price of $0.10 per warrant. During the 30-day redemption period in this instance, warrant holders can elect to exercise their warrants on a cash or cashless basis. If the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day before the notice of redemption is sent to the warrant holders, the Company may redeem the outstanding Redeemable Warrants for cash at a price of $0.01 per warrant. If the Company calls the Redeemable Warrants for redemption for cash as described above, the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering Redeemable Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” (as defined in the following sentence) by (y) the fair market value. The “fair market value” of shares of the Company's Class A Common Stock shall mean the volume weighted average price of our shares of Class A Common Stock as reported during the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants; however, in no event will the Redeemable Warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A Common Stock per Redeemable Warrant (subject to adjustment). Each Private Placement Warrant is exercisable to purchase one share of Class A Common Stock or, in certain circumstances, one Class A unit of Opco (and corresponding share of Class B Common Stock). The Private Placement Warrants expire on September 15, 2026 or earlier upon redemption or liquidation. Private Placement Warrants are nonredeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. There were no Private Placement Warrants transfers as of September 30, 2021. The fair value of the Redeemable Warrants is based on observable listed prices on NYSE for such warrants (a Level 1 measurement). The fair value of the Private Placement Warrants was estimated using the Black-Scholes option pricing model (a Level 3 measurement). The Company used the following assumptions to estimate the fair value of the Private Placement Warrants: As of September 15, 2021 at Initial Measurement September 30, Stock price $18.05 $18.94 Exercise price $11.50 $11.50 Volatility 45.8 % 46.3 % Expected term (years) 5.0 5.0 Risk-free interest rate 0.79 % 0.97 % The change in the fair value of the warrant liabilities is recognized in gain (loss) on derivative contracts in the Consolidated Condensed Statement of Operations. The changes of the Redeemable Warrants and Private Placement Warrants through September 30, 2021 is as follows: (in thousands) Warrant liabilities as of September 15, 2021 (Closing Date) $ 150,153 Change in fair value - Closing Date through September 30, 2021 10,477 Warrant liabilities as of September 30, 2021 $ 160,630 In November 2021, the Company issued a redemption notice to the holders of the Company's Redeemable Warrants. The Company will redeem all Public Warrants for Class A Common Stock that remain outstanding at 5:00 p.m., New York City time, on December 6, 2021 (the "Redemption Date") for a redemption price of $0.10 per Public Warrant. The Public Warrants were issued under the Warrant Agreement, dated October 21, 2020, by and among the Company, LFG Acquisition Holdings LLC and Continental Stock Transfer & Trust Company (as warrant agent), as part of the units sold in the IPO. In addition, the Company will redeem all of the Forward Purchase Warrants that remain outstanding on the Redemption Date at a redemption price of $0.10 per Forward Purchase Warrant. The Private Placement Warrants held by the initial holders or their permitted transferees are not subject to the redemption. Natural Gas Swap In conjunction with the Business Combinations, the Company assumed a natural gas variable to fixed priced swap agreement entered into by Aria. The swap agreement provides for a fixed to variable rate swap calculated monthly thorough the termination date of June 30, 2023. The agreement was intended to manage the risk associated with changing commodity prices. The agreement has a remaining notional of 382,800 MMBtu as of September 30, 2021. The Company made no cash payments for the natural gas swap for the period from the Closing Date through September 30, 2021. Changes in the fair values of the natural gas swap are recognized in gain (loss) on derivative contracts and realized losses are recognized as a component of cost of energy expense in the Consolidated Condensed Statement of Operations. Valuation of the natural gas swap was calculated by discounting future net cash flows that were based on a forward price curve for natural gas over the remaining life of the contract (a Level 2 measurement), with an adjustment for each counterparty's credit rate risk. The following summarizes the balance sheet classification and fair value of the Company’s derivative instruments: (in thousands) September 30, December 31, Natural gas swap asset (included in Other long-term assets) $ 391 $ — Warrant liabilities (included in Derivative liabilities) (160,630) — The following table summarizes the income statement effect of gains and losses related to derivative instruments: (in thousands) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Cost of energy $ — $ — $ — $ — Gain (loss) on gas swap contracts 64 — 64 — Gain (loss) on warrant liabilities (10,477) — (10,477) — Total $ (10,413) $ — $ (10,413) $ — |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Derivative Instruments | Derivative Instruments - Predecessor Aria was exposed to certain risks in the normal course of its business operations. The main risks are those relating to the variability of future earnings and cash flows – e.g., market risks, which are managed through the use of derivative instruments. All derivative financial instruments are reported in the consolidated balance sheets at fair value, unless they meet the normal purchase normal sale criteria and are designated and documented as such. Aria has a natural gas variable to fixed priced swap agreement with a remaining notional quantity of 789,600 MMBtu as of December 31, 2020. The swap agreement provides for a fixed to variable rate swap calculated monthly, until the termination date of the contract, June 30, 2023. The agreement was intended to manage the risk associated with changing commodity prices. Changes in the fair values of natural gas swap are recognized in gain (loss) on derivative contracts and realized losses are recognized as a component of cost of energy expense as summarized in the table below. Valuation of the natural gas swap was calculated by discounting future net cash flows that were based on a forward price curve for natural gas over the life of the contract (a Level 2 measurement), with an adjustment for each counterparty's credit rate risk. On April 6, 2020 Aria entered into an interest rate cap with a total notional amount of $110 million and an effective date of April 30, 2020. The cap agreement provides a fixed cap rate of 1.00% per annum related to the one-month LIBOR and has a termination date of May 31, 2022. The market value at both September 14, 2021 and December 31, 2020 was valued at zero and all associated fees with this transaction were recorded. Aria made cas h payments for the natural gas swap of $0.5 million and $1.1 million for the period January 1 to September 14, 2021 and for the nine months ended September 30, 2020 respectively. (in thousands) December 31, 2020 Natural gas swap liability $ 1,268 (in thousands) July 1 to September 14, 2021 July 1 to September 30, 2020 January 1 to September 14, 2021 January 1 to September 30, 2020 Natural gas swap - unrealized gain (loss) $ 574 $ 261 $ 1,129 $ (61) |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest and Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Redeemable Noncontrolling Interest and Stockholders’ Equity | NOTE 13 – Redeemable Noncontrolling Interest and Stockholders’ Equity Redeemable Noncontrolling Interest The redeemable noncontrolling interest relates to Opco Class A units, including units issued in connection with the Business Combinations and units owned by the Sponsor, Atlas or Company directors. As of September 30, 2021, the Company directly owned approximately 45.9% of the interest in Opco and the redeemable noncontrolling interest was 54.1%. Owners of the redeemable Opco Class A units own an equal number of shares of Class B Common Stock. Due to certain cash redemption provisions of these Opco Class A units, the Company has accounted for the redeemable noncontrolling interest as temporary equity. Stockholders' Equity Preferred Stock The Company is authorized to issue 10.0 million shares of preferred stock, par value $0.0001 per share. As of September 30, 2021 and December 31, 2020, no shares of preferred stock were issued or outstanding. Class A Common Stock The Company is authorized to issue 900.0 million shares of Class A Common Stock with a par value of $0.0001 per share. As of September 30, 2021, there were 52,847,195 shares of Class A Common Stock issued and outstanding. Class B Common Stock The Company is authorized to issue 190.0 million shares of Class B Common Stock with a par value of $0.0001 per share. As of September 30, 2021, there were 62,281,735 shares of Class B Common Stock issued and outstanding. Class B Common Stock represents a non-economic interest in the Company. Voting Rights Holders of the Class A Common Stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. Nonredeemable Noncontrolling Interest Noncontrolling interest includes the portion of equity ownership in one partially-owned subsidiary that is not attributable to the unitholders of Opco. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 14 – Share-Based Compensation In connection with Business Combinations, the Company adopted the 2021 Omnibus Incentive Plan (the "Plan"). The Company may grant restricted stock, restricted stock units, incentive and non-qualified stock options, stock appreciation rights, performance awards, stock awards and other stock-based awards to officers, directors, employees and consultants under the terms of the Plan. There are 11.3 million shares authorized under the plan as of September 30, 2021, and all authorized shares remain available for future issuance as of September 30, 2021. Restricted Stock The Company has plans to grant restricted stock units ("RSUs") to certain employees, including certain members of management, and non-employee directors. Until the RSUs vest and settle as shares of stock, holders of RSUs will not have voting rights and will not have any rights to receive dividends. RSUs will be subject to forfeiture restrictions and cannot be sold, transferred, or disposed of during the restriction period. The Company recognized $0.5 million of share-based compensation expense during the three months and nine months ended September 30, 2021 related to liability classified RSUs for which the inception date preceded the grant date, and the grant date has not yet occurred. Series A Incentive Plan Legacy Archaea adopted a Series A Incentive Plan in 2018 to provide economic incentives to select employees and other service providers in order to align their interests with equity holders of Legacy Archaea. The Series A unit awards were determined to be equity classified. These Series A unit awards were granted by, and for equity interest in, Archaea Energy LLC. As of December 31, 2020, there were 4,000 vested and 4,500 unvested Series A unit awards. Under the original terms of the awards, all unvested Series A units outstanding were vested upon Closing of Business Combinations. Series A Incentive Plan activities related to unvested units during the nine months ended September 30, 2021 were as follows: Series A Incentive Units Weighted Average Grant Date Fair Value (per share) Nonvested at December 31, 2020 4,500 $ — Granted 1,500 $ 1,566 Forfeited (250) $ — Vested (5,750) $ 409 Nonvested at September 30, 2021 — $ — For the three and nine months ended September 30, 2021, Legacy Archaea recognized compensation costs of $2.1 million and $2.3 million, respectively, related to Series A units awards. The Company recognized no expense related to the Series A unit awards in 2020. As a result of the Business Combinations, the Series A Incentive Plan is no longer applicable to the Company. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Employee Benefit Plans | NOTE 15 – Employee Benefit Plans 401(k) Plans The Company maintains two separate qualified tax deferred 401(k) plans, which cover all employees who meet the one of 401(k) plan’s eligibility requirements. The Company matches up to 100% of each participant’s contribution up to a maximum of 5% of the participant’s eligible compensation. Postretirement Obligations Effective with the Business Combinations, the Company sponsors an unfunded defined benefit health care plan that provides postretirement medical benefits to certain legacy Aria full-time employees who meet minimum age and service requirements. Net periodic benefit cost recognized in the consolidated statements of comprehensive loss following the Business Combinations was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Service cost $ 2 $ — $ 2 $ — Interest cost 4 — 4 — Net periodic benefit cost $ 6 $ — $ 6 $ — |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Employee Benefit Plans | Benefit Plans - Predecessor 401(k) Plan Aria maintains a qualified tax deferred 401(k) retirement plan (the Plan). Under the provisions of the Plan, substantially all employees meeting minimum age and service requirements are entitled to contribute on a before and after-tax basis a certain percentage of their compensation. Aria matches up to 100% of employees’ first 3% contribution and 50% of the employees’ next 2% contribution. Employees vest immediately in their contributions and Aria’s contribution. Postretirement Obligations Aria sponsors an unfunded defined benefit health care plan that provides postretirement medical benefits to certain full-time employees who meet minimum age and service requirements. Net periodic benefit cost recognized in the consolidated statements of comprehensive income was as follows: (in thousands) July 1 to September 14, 2021 July 1 to September 30, 2020 January 1 to September 14, 2021 January 1 to September 30, 2020 Service cost $ 8 $ 12 $ 27 $ 36 Interest cost 19 26 64 77 Amortization of prior service cost 2 3 8 9 Recognition of net actuarial loss 17 22 57 66 Net periodic benefit cost $ 46 $ 63 $ 156 $ 188 |
Risk and Uncertainties
Risk and Uncertainties | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Risk and Uncertainties | NOTE 16 – Risk and Uncertainties The Company maintains at a financial institution cash and cash equivalents which may periodically exceed federally insured limits. It is the opinion of management that the solvency of the financial institution is not of particular concern currently. As such, management believes the Company is not exposed to any significant credit risk related to cash and cash equivalents. |
Provision for Income Tax
Provision for Income Tax | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Tax | NOTE 17 – Provision for Income Tax The income tax provision for the three-and-nine months ended September 30, 2021 and 2020 is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Income tax provision $ — $ — $ — $ — The Company recognized federal, and state income tax expense of $0 million and $0 million during the three and nine months ended September 30, 2021, respectively, compared to $0 million during the same periods in 2020. The effective tax rates for the three-and-nine months ended September 30, 2021 were 0% and 0%, respectively, and were 0% during the same periods in 2020. The difference between the Company’s effective tax rate for the period ended September 30, 2021 and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company’s net U.S. deferred tax assets. The Company did not record a tax provision for the three-or-nine months ended September 30, 2020 primarily due to Archaea Energy LLC and Aria Energy LLC’s status as a pass-through entity for U.S. federal income tax purposes. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. No uncertain tax benefits have been recorded in 2021. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company analyzed the provisions of the CARES Act and determined there was no significant impact to its income tax for the nine months ended September 30, 2021. Future regulatory guidance under the CARES Act or additional legislation enacted by Congress could impact our tax provision in future periods. Additionally, the CARES Act is an economic emergency aid package to help mitigate the impact of the COVID-19 pandemic. The Company implemented certain provisions of the CARES Act, specifically securing loans under the Paycheck Protection Program. Under the CARES Act, all provisions of the loans have been forgiven as of September 30, 2021. |
Net Earnings (Loss) Per Share
Net Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Earnings (Loss) Per Share | NOTE 18 – Net Earnings (Loss) Per Share The Archaea Merger was accounted for as a reverse recapitalization and is treated as the equivalent of Legacy Archaea receiving proceeds for the issuance of the outstanding Class A and Class B shares, as well as the warrants, of Rice Acquisition Corp. accompanied by a recapitalization. Therefore, Class A Common Stock is outstanding beginning at the Merger date due to the reverse recapitalization. The Company’s basic earnings per share (EPS) of Class A Common Stock is computed using the weighted average number of Class A Common Stock outstanding during the period. Diluted EPS of Class A Common Stock includes the effect of the Company’s outstanding RSUs, Public Warrants, Forward Purchase Warrants and Private Placement Warrants, if inclusion of these items is dilutive. The dilutive effect of RSUs, Public Warrants, Forward Purchase Warrants and Private Placement Warrants is computed using the treasury stock method. The following provides a reconciliation between basic and diluted EPS attributable to Class A Common Stock. Three Months Ended Nine Months Ended (in thousands, except per share amounts) September 30, September 30, September 30, September 30, Net income (loss) attributable to Class A Common Stock $ (7,011) $ — $ (7,011) $ — Class A Common Stock Average number of shares outstanding - basic 52,847,195 — 52,847,195 — Average number of shares outstanding - diluted 52,847,195 — 52,847,195 — Excluded due to anti-dilutive effect 7,804,055 — 7,804,055 — Net income (loss) per share of Class A Common Stock Basic and diluted $ (0.13) $ — $ (0.13) $ — |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | NOTE 9 – Commitments Operating Leases The Company has entered into warehouse and office leases with third parties for periods ranging from one For the nine months ended September 30, 2021 and 2020, the Company recognized rent expense of $0.9 million and $0.2 million, respectively. Future minimum lease payments under the Company’s non-cancellable operating leases are as follows: (in thousands) Remainder of 2021: $ 207 2022 633 2023 114 2024 21 2025 — Thereafter — Total future minimum lease payments $ 975 Other Commitments The Company has various long-term contractual commitments pertaining to its biogas rights agreements. These agreements expire at various dates through 2045. The following summarizes the aggregate minimum future payments under these contracts as of September 30, 2021: (in thousands) Remainder of 2021: $ 794 2022 7,085 2023 2,975 2024 2,975 2025 2,975 Thereafter 23,388 Total future payments $ 40,192 NOTE 19 - Contingencies Management has regular litigation reviews, including updates from corporate and outside counsel, to assess the need for accounting recognition or disclosure of contingencies. The Company accrues an undiscounted liability for contingencies where a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Company does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. The Company does not believe the ultimate outcome of any currently pending lawsuit will have a material adverse effect upon the Company’s financial statements, and the liability is believed to be only reasonably possible or remote. In July 2021, Legacy Archaea settled certain lawsuits on confidential terms with the lawsuits being dismissed with prejudice. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Segment Information | NOTE 20 – Segment Information The Company’s two reporting segments for the three and nine months ended September 30, 2021 and 2020 are RNG and Power. The Company’s chief operating decision maker evaluates the performance of its segments based on operational measures including revenues, net income and EBITDA. Below is a reconciliation of EBITDA to income (loss) before income taxes. Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Income (loss) before income taxes $ (21,341) $ (602) $ (31,770) $ (1,819) Interest expense 1,586 — 1,606 — Depreciation, amortization and accretion 3,142 34 4,077 101 EBITDA $ (16,613) $ (568) $ (26,087) $ (1,718) T he following summarizes selected financial information for the Company’s reporting segments: (in thousands) RNG Power Corporate and Other Total Three months ended September 30, 2021 Revenue $ 5,963 $ 5,158 $ 865 $ 11,986 Intersegment revenue — 12 (12) — Total revenue $ 5,963 $ 5,170 $ 853 $ 11,986 Net income (loss) $ 28 $ (320) $ (21,049) $ (21,341) EBITDA $ 1,916 $ 884 $ (19,413) $ (16,613) Nine months ended September 30, 2021 Revenue $ 6,785 $ 7,395 $ 4,588 $ 18,768 Intersegment revenue — 12 (12) — Total revenue $ 6,785 $ 7,407 $ 4,576 $ 18,768 Net income (loss) $ (1,538) $ (2,150) $ (28,082) $ (31,770) EBITDA $ 585 $ (316) $ (26,356) $ (26,087) September 30, 2021 Goodwill $ 27,011 $ — $ — $ 27,011 Three months ended September 30, 2020 Revenue $ — $ — $ 1,904 $ 1,904 Intersegment revenue — — — — Total revenue $ — $ — $ 1,904 $ 1,904 Net income (loss) $ (19) $ (5) $ (578) $ (602) EBITDA $ (19) $ (5) $ (544) $ (568) Nine months ended September 30, 2020 Revenue $ 34 $ — $ 4,462 $ 4,496 Intersegment revenue — — — — Total revenue $ 34 $ — $ 4,462 $ 4,496 Net income (loss) $ (102) $ (5) $ (1,712) $ (1,819) EBITDA $ (102) $ (5) $ (1,611) $ (1,718) December 31, 2020 Goodwill $ 2,754 $ — $ — $ 2,754 |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Segment Information | Segment Reporting - Predecessor For the year-to-date period ended September 14, 2021 (in thousands) RNG Power Corporate and Other Total Net income (loss) $ 59,066 $ 66,431 $ (40,977) $ 84,520 Depreciation, amortization and accretion 6,447 9,467 34 15,948 Interest expense — — 10,729 10,729 EBITDA $ 65,513 $ 75,898 $ (30,214) $ 111,197 Amortization of intangibles and below-market contracts 2,516 177 — 2,693 Gain on disposal of assets — (1,347) — (1,347) Net derivative activity (1,129) — — (1,129) Debt forbearance costs — — 990 990 Gain on extinguishment of debt — (61,411) — (61,411) Costs related to sale of equity — — 18,629 18,629 Adjusted EBITDA $ 66,900 $ 13,317 $ (10,595) $ 69,622 For the nine months ended September 30, 2020 (in thousands) RNG Power Corporate and Other Total Net income (loss) $ 19,308 $ (161) $ (25,218) $ (6,071) Depreciation, amortization and accretion 6,729 16,592 60 23,381 Interest expense — — 14,429 14,429 EBITDA $ 26,037 $ 16,431 $ (10,729) $ 31,739 Amortization of intangibles and below-market contracts 2,674 78 — $ 2,752 Net derivative activity 61 — — 61 Debt forbearance costs — — 907 907 Costs related to sale of equity — — 196 196 Adjusted EBITDA $ 28,772 $ 16,509 $ (9,626) $ 35,655 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Related Party Transactions | NOTE 21 – Related Party Transactions Engineering, Procurement and Construction Contract Assai Energy, LLC (a wholly owned subsidiary of the Company) entered into a construction service and project guarantee agreement with Noble Environmental Specialty Services, LLC ("NESS") (a wholly owned subsidiary of Noble Environmental). NESS is responsible for constructing an RNG plant located at the Keystone Landfill, near Scranton, PA. The total contract price for the engineering, procurement and construction ("EPC") contract is $19.9 million. As of September 30, 2021, there has been approximately $19.5 million advanced to NESS for this project, of which approximately $12.5 million has been included in prepaid expenses on the consolidated balance sheet. The Company has the right of first refusal to any additional landfill development projects or additional EPC contracts with Noble Environmental or NESS. This agreement is considered to be a related party transaction due to the owners of NESS also being certain employees of the Company. |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Related Party Transactions | Related Party Transactions - PredecessorSales are made to and services are purchased from entities and individuals affiliated through common ownership. Aria provides operations and maintenance services, and administration and accounting services to their 50% owned joint ventures. As of December 31, 2020, the accounts receivable from joint venture partners balance was $0.3 million. The following is a summary of transactions with these related parties: (in thousands) July 1 to September 14, 2021 July 1 to September 30, 2020 January 1 to September 14, 2021 January 1 to September 30, 2020 Sales of construction services $ 8 $ 2,705 $ 32 $ 9,950 Sales of operations and maintenance services $ 214 $ 482 $ 1,215 $ 1,332 Sales of administrative and other services $ 25 $ 105 $ 221 $ 305 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 22 – Subsequent Events In October 2021, the Company completed the acquisition of a package of four landfill to renewable electricity operations for $30.3 million. Additionally, the Company reached agreement to obtain the remaining Class A membership interest in GCES for a nominal amount. |
Capital - Predecessor
Capital - Predecessor | 9 Months Ended |
Sep. 30, 2021 | |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Capital - Predecessor | Capital - Predecessor Aria had been authorized to issue three classes of membership units, consisting of Class A units, Class B units and Class C units. The Class A units and the Class B units have the voting interests - voting together as a single class. The Class C units have a nonvoting interest. The Class A units and the Class B units receive all distributions until set Internal Rate of Returns are reached. Aria had been authorized to issue an unlimited number of Class A units and Class B units and had the following units outstanding as of December 31, 2020: (in thousands, except price per share) December 31, 2020 Price per share Class A Class B Class C $1.00 441,482 27,120 — $0.10 — — 9 $0.88 11,364 — — Total shares outstanding 452,846 27,120 9 |
Basis of Presentation_and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Basis of Presentation | Basis of Presentation These unaudited, interim, consolidated condensed financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") and in accordance with the rules and regulations of the SEC. These unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the results for the interim periods presented. The Company's accounting policies conform to US GAAP and have been consistently applied in the presentation of financial statements. The Company's consolidated condensed financial statements include all wholly-owned subsidiaries and all variable interest entities that the Company determined it is the primary beneficiary. Certain information and disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted. The Archaea Merger with RAC was accounted for as a reverse recapitalization with Legacy Archaea deemed the accounting acquirer, and therefore, there was no step-up to fair value of any RAC assets or liabilities and no goodwill or other intangible assets were recorded. The Aria Merger was accounted for using the acquisition method of accounting with Aria deemed to be the acquiree for accounting purposes. The Company also determined that Aria is the Company's predecessor and therefore has included the historical financial statements of Aria as predecessor beginning on page 37 . The Company recorded the fair value of the net assets acquired from Aria as of the Business Combination Closing Date, and goodwill was recorded. See Note 4 - Business Combinations and Reverse Recapitalization for additional information regarding the Archaea Merger and Aria Merger. |
Principles of Consolidation | Principles of Consolidation The consolidated condensed financial statements include the assets, liabilities and results of operations of the Company and its consolidated subsidiaries beginning on September 15, 2021, which includes 16 days of the combined results of the businesses of Legacy Archaea and Aria as operated by the Company after the Business Combination. The consolidated assets, liabilities and results of operations prior to the September 15, 2021 reverse recapitalization are those of Legacy Archaea, the accounting acquirer. The Company has determined that Opco is a VIE and the Company is the primary beneficiary. Therefore, the Company consolidates Opco, and ownership interests of Opco not owned by the Company are reflected as redeemable noncontrolling interests due to certain redemption features. Entities that are majority-owned by Opco are consolidated. Certain investments in entities are accounted for as equity method investments and included separately in the Company's Condensed Consolidated Balance Sheet. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as contingent assets and liabilities. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated condensed financial statements. |
Noncontrolling Interest | Noncontrolling and Redeemable Noncontrolling Interest Noncontrolling interest represents the portion of equity ownership in subsidiaries that is not attributable to the stockholder's equity of the Company. Noncontrolling interests are initially recorded at the transaction price which is equal to their fair value, and the amount is subsequently adjusted for the proportionate share of earnings and other comprehensive income attributable to the noncontrolling interests and any dividends or distributions paid to the noncontrolling interests. Effective with the Business Combinations, noncontrolling interest includes the economic interest of Opco Class A units not owned by the Company, which has been classified as redeemable noncontrolling interest due to certain provisions that allow for cash settlement at the Company's election. See Note 4 - Business Combinations and Reverse Recapitalization. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are characterized according to a hierarchy that prioritizes those inputs based on the degree to which they are observable. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company's own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety. The three input levels of the fair value hierarchy are as follows: • Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. The Company’s financial assets and liabilities are classified based on the lowest level of input that is significant for the fair value measurement. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. There were no transfers between fair value hierarchy levels for the periods ended September 30, 2021 and December 31, 2020. As of September 30, 2021 and December 31, 2020, the fair value of other financial instruments including cash and cash equivalents, prepaid expenses, accounts payable, accrued and deferred expenses approximate the carrying values because of the short-term maturity of those items. There were no changes in the methods or assumptions used in the valuation techniques by the Company during the nine months ended September 30, 2021 or the year ended December 31, 2020. |
Revenue Recognition | Revenue Recognition The Company generates revenues from the production and of sales of RNG, renewable electricity generation (“Power”), and associated Environmental Attributes, as well as the performance of other landfill energy operations and maintenance (“O&M”) services. The Company also manufactures and sells customized pollution control equipment and performs associated maintenance agreement services. Based on requirements of US GAAP, a portion of revenue is accounted for under ASC 840 - Leases and a portion under ASC 606 - Revenue from Contracts with Customers . Under ASC 840, lease revenue is recognized generally upon delivery of RNG, electricity and their related renewable Environmental Attributes. Under ASC 606 , revenue is recognized when (or as) the Company satisfies its performance obligation(s) under the contract by transferring the promised product or service either when (or as) its customer obtains control of the product or service. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products or services. Based on the terms of the related sales agreements, the amounts recorded under ASC 840 as lease revenue are generally consistent with revenue recognized under ASC 606. For the nine months ended September 30, 2021, approximately 82% of revenue was accounted for under ASC 606 and 18% under ASC 840. For the nine months ended September 30, 2020, 100% of revenue was accounted for under ASC 606 . RNG The Company’s RNG production commenced in 2021 at its Boyd County facility and has expanded with the acquisition of Aria, which at the time of the Business Combinations owned or operated nine operating RNG facilities. The Company has long-term off-take contracts with creditworthy counterparties for the sale of RNG and related Environmental Attributes. Certain long-term off-take contracts for current production are accounted for as operating leases and have no minimum lease payments. All of the rental income under these leases is recorded as revenue when the RNG is delivered to the customer. RNG not covered by off-take contracts is sold under short-term market-based contracts. When the performance obligation is satisfied through the delivery of RNG to the customer, revenue is recognized. The Company receives payments from the sale of RNG production within one month after delivery. The Company also earns revenue by selling Environmental Attributes, including RINs and LCFS credits, which are generated when producing and selling RNG for use in certain transportation markets. The majority of RINs are generated by plants for which the Company has off-take agreements to sell all of the outputs and are therefore accounted for as operating leases, and revenue is recognized when the RNG is produced and the RNG and associated RIN is transferred to a third party. The remaining RIN and LCFS sales were under short-term contracts, and revenue is recognized when the RIN or LCFS is transferred to a third party. Power The Company’s Power production commenced in April 2021 following the acquisition of PEI Power LLC ("PEI") and has expanded as a result of the acquisition of Aria, which at the time of the Business Combinations owned or operated twelve operating landfill gas to electric facilities. A significant portion of the electricity generated is sold and delivered under the terms of Power Purchase Agreements (“PPAs”) or other contractual arrangements. Revenue is recognized based upon the amount of electricity delivered at rates specified under the contracts. Certain PPAs are accounted for as operating leases and have no minimum lease payments. All of the rental income under these leases is recorded as revenue when the electricity is delivered. Power not covered by PPAs is typically sold under a market-based contract with a regional transmission organization or in the wholesale markets. When the performance obligation is satisfied through the delivery of Power to the customer, revenue is recognized. The Company receives payments from the sale of power production within one month after delivery. Another portion of electricity is also sold through energy wholesale markets (NYISO, ISO-NE, and PJM) into the day-ahead market. Revenue is recognized based upon the amount of electricity delivered into the day-ahead market and the day-ahead market’s clearing prices. The Company also sells capacity into the month-ahead and three-year ahead markets in the wholesale markets noted above. Capacity revenues are recognized when contractually earned and consist of revenues billed to a third party at a negotiated contract price for making installed generation capacity available to satisfy system integrity and reliability requirements. The Company also earns revenue by selling RECs, which are generated when producing and selling Power generated from renewable energy. For REC sales that are under contracts independent from Power sales, revenue is recognized when the REC is transferred to a third party. For REC sales that are bundled with Power sales, revenue is recognized at the time Power is produced when an active market and a sales agreement exist for the RECs. Operation and Maintenance (“O&M”) The Company also generates revenues by providing O&M services at projects owned by third parties which are also included in Energy revenue. In addition, the Company also provides O&M services at projects owned by its equity method investment, Mavrix, LLC ("Mavrix"). Revenue for these services is recognized upon the services being provided following contractual arrangements primarily based on the production of RNG or Power from the project. Equipment and Associated Services The Company’s performance obligations related to the sales of equipment are satisfied over time because the Company’s performance under each customer contract produces 1) an asset with no alternative future use to the entity, because each products solution is customized to the specific needs of each customer and 2) the Company has an enforceable right to payment under the customer termination provisions for convenience. The Company measures progress under these arrangements using an input method based on costs incurred. The Company’s performance obligations related to the sales of the associated services are satisfied over time because the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it performs. The Company elected to recognize the sales of the associated services using the “right-to-invoice” practical expedient. |
Business Combinations | Business Combinations For business combinations that meet the accounting definition of a business, the Company determines and allocates the purchase price of an acquired company to the tangible and intangible assets acquired, the liabilities assumed and noncontrolling interest, if applicable, as of the date of acquisition at fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. In the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future and can include estimates of future biogas production, commodity prices, operating and development costs, and a risk-adjusted discount rate. Revenues and costs of the acquired companies are included in the Company's operating results from the date of acquisition. The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, and these estimates and assumptions are inherently uncertain and subject to refinement during the measurement period not to exceed one year from the acquisition date. As a result, any adjustment identified subsequent to the measurement period is included in operating results in the period in which the amount is determined. The Company’s acquisitions are discussed in Note 4 - Business Combinations and Reverse Recapitalization. |
Restricted Cash | Restricted Cash The Company maintains escrow accounts under the terms of the Assai Energy 3.75% Senior Secured Notes and the Assai Energy 4.47% Senior Secured Notes. See Note 10 - Debt. The escrow accounts are legally restricted disbursement accounts for payment of construction-related costs for the Assai biogas project, as well as for future interest and principal payments to the secured investors and future royalty payments. Due to these arrangements, the Company has classified the amounts in escrow as restricted cash. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company recognizes accounts receivable at invoiced amounts and maintains a valuation allowance for accounts in which collectability is in question. The carrying amount of accounts receivable represents the amount management expects to collect from outstanding balances. Credit is extended to all qualified customers under various payment terms with no collateral required. There were no material credit allowances as of September 30, 2021 or December 31, 2020. |
Inventory | Inventory Inventory is stated at the lower of weighted average cost or net realizable value. Inventory consists primarily of manufacturing parts and supplies used in the maintenance of production equipment. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation and impairments. Depreciation is recognized using the straight-line method at rates based on the estimated useful lives of the various classes of property, plant and equipment. Estimates of useful lives are based upon a variety of factors including durability of the asset, the amount of usage that is expected from the asset and the Company’s business plans for the asset. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Subsequent changes in regulations, business strategies or other factors could lead to a change in the useful life of an asset. Costs associated with the construction of biogas facilities are capitalized during the construction period. Capitalized costs include direct costs including engineering, pipeline and plant construction, wages and benefits, consulting, equipment, and other overhead costs. When a biogas plant is placed in service, the costs associated with the biogas plant will be transferred from construction in progress to property and equipment and depreciated over its expected useful life. Costs of improvements that extend the lives of existing properties are capitalized, whereas maintenance and repairs are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets with finite useful lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset or asset group to future undiscounted cash flows expected to be generated by the asset or asset group. Such estimates are based on certain assumptions, which are subject to uncertainty and may materially differ from actual results. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company evaluates long-lived assets, such as property, plant and equipment, including construction in progress, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. When the Company believes an impairment condition may have occurred, it is required to estimate the undiscounted future cash flows associated with the long-lived asset or group of long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities for long-lived assets that are expected to be held and used. If the Company determines that the undiscounted cash flows from an asset to be held and used are less than the carrying amount of the asset, or if the Company has classified an asset as held for sale, the Company would evaluate fair value to determine the amount of any impairment charge. |
Equity Method Investments | Equity Method Investments Investments in entities which the Company does not control or variable interest entities in which the Company is not the primary beneficiary are accounted for using the equity method of accounting. Under this method, the Company records its proportional share of equity earnings or losses in the consolidated condensed statements of operations. Investments are increased by additional contributions and earnings and are reduced by equity losses and distributions. |
Goodwill | GoodwillGoodwill is determined as the excess of the consideration transferred over the fair value of the acquired assets and assumed liabilities in a business combination. Goodwill is not amortized, but rather tested for impairment annually on October 1, or earlier if an event occurs, or circumstances change, that indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount including goodwill, the Company will then perform a quantitative goodwill impairment test. |
Asset Retirement Obligations | Asset Retirement Obligations The Company recognizes a liability for obligations which the Company has a legal or a contractual obligation to remove a long-lived asset. Liabilities are recorded at estimated fair value with the associated asset retirement costs being capitalized as a part of the carrying amount of the long-lived asset. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value and is included in Depreciation, amortization and accretion in the consolidated condensed statement of operations. The Company has recognized asset retirement obligations ("AROs") arising from legal or regulatory requirements to perform certain asset retirement activities at the time that certain contracts terminate, including the costs of removing our facilities from the landfill property and returning the land to the state it was in prior to our facility construction. The fair value of asset retirement obligations are measured using expected cash outflows associated with the ARO. ARO estimates are derived from historical costs and management’s expectations of future cost elements, and therefore, the Company has designated these liabilities as Level 3 financial liabilities. The significant inputs to this fair value measurement include cost estimates of assets removal, site clean-up, transportation and remediation costs, inflation estimates, and the Company's credit-adjusted risk-free rate. |
Postretirement Obligations | Postretirement Obligations Postretirement benefits amounts recognized in consolidated condensed financial statements are determined on an actuarial basis. The Company obtains an independent actuary valuation of its postretirement obligation annually as of December 31. |
Income Taxes | Income Taxes As a result of the Company’s up-C structure effective with the Business Combinations, the Company expects to be a tax-paying entity. However, as the Company has historically been loss-making, any deferred tax assets created as a result of net operating losses and other deferred tax assets for the excess of tax basis in Archaea Energy Inc.'s investment in Opco would be offset by a full valuation allowance. Prior to the Business Combinations, Legacy Archaea and its subsidiaries were organized as a limited liability company, with the exception of one partially-owned subsidiary which filed income tax returns as a C-Corporation. The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Judgment is required in determining the provisions for income and other taxes and related accruals, and deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company's various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates. |
Derivative Instruments | Derivative InstrumentsThe Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives under US GAAP. Derivative instruments are recognized on the consolidated balance sheets at fair value, with subsequent changes included in earnings. Certain contracts that are used to manage exposure to commodity prices are accounted for as derivatives, unless they meet the normal purchase/normal sale criteria and are designated and documented as such. |
Share-based compensation | Share-based Compensation The Company accounts for share-based compensation at fair value. Restricted stock units are valued at the grant date using the market price of the Company’s Class A Common Stock. The Company records share-based compensation cost, net of actual forfeitures, on a straight-line basis over the requisite service period of the respective award. |
Recently Issued and Adopted Accounting Standards | NOTE 3 – Recently Issued and Adopted Accounting Standards In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02 “Leases (Topic 842)” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous generally accepted accounting principles and the new requirements under Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous generally accepted accounting principles. ASU 2016-02 is effective for the Company for fiscal years beginning after December 15, 2021 with early adoption permitted. The Company will adopt Topic 842 as of January 1, 2022, and it is not expected to have a material impact on the financial condition, results of operations, or cash flows. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes, to simplify the accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intra-period tax allocations, the methodology for calculating income taxes in an interim period, and recognition of the deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes, enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years with early adoption permitted. The Company adopted ASU No. 2019-12 as of January 1, 2021, and the adoption of this guidance did not have a material impact on the consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional guidance for a limited period of time to ease the transition from LIBOR to an alternative reference rate. The guidance intends to address certain concerns relating to accounting for contract modifications and hedge accounting. These optional expedients and exceptions to applying GAAP, assuming certain criteria are met, are allowed through December 31, 2022. The Company is currently evaluating the provisions of this update and has not yet determined whether it will elect the optional expedients. The Company does not expect the transition to an alternative rate to have a material impact on its business, operations or liquidity. |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of Aria have been prepared on the basis of United States generally accepted accounting principles ("US GAAP"). |
Use of Estimates | Use of EstimatesThe preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements. Actual results could differ from those estimates. |
Noncontrolling Interest | Noncontrolling InterestsNoncontrolling interest represents the portion of equity ownership in subsidiaries that is not attributable to the equity holders of Aria Energy LLC. Noncontrolling interests are initially recorded at transaction price which is equal to their fair value and subsequently the amount is adjusted for the proportionate share of earnings and other comprehensive income attributable to the noncontrolling interests and any dividends or distributions paid to the noncontrolling interests. In the second quarter of 2021, noncontrolling interest was extinguished as part of the sale of LES Project Holdings LLC ("LESPH"). |
Fair Value Measurements | Fair Value Measurements Fair value is the price at which an asset could be exchanged or a liability transferred in an orderly transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or derived from such prices. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The framework for establishing fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value. Aria employs varying methods and assumptions in estimating the fair value of each class of financial instruments for which it is practicable to estimate fair value. For cash and cash equivalents, accounts receivable and trade accounts payables, the carrying amounts approximate fair value due to the short maturity of these instruments. For long-term debt, the carrying amounts approximate fair value as the interest rates obtained by Aria approximate the prevailing interest rates available to Aria for similar instruments. In accordance with ASC 820, Fair Value Measurement (“ASC 820”), the hierarchy alluded to above is established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy defines three levels of inputs that may be used to measure fair value: In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset. |
Revenue Recognition | Revenue Recognition Aria generates revenue from the production and sale of electricity, gas, and their renewable energy attributes, and performance of other landfill energy services. Based on requirements of US GAAP, a portion of revenue is accounted for under Accounting Standards Codification ("ASC") 840, Leases , and a portion under ASC 606, Revenue from Contracts with Customers. Under ASC 840, revenue is recognized generally upon delivery of electricity, gas, and their related renewable Environmental Attributes. Under ASC 606 , revenue is recognized upon the transfer of control of promised goods or services to the customer in an amount that reflects the consideration to which is expected to be entitled in exchange for those goods or serv ices. Based on the terms of the power purchase agreements ("PPAs"), the amounts recorded under ASC 840 are generally consistent with revenue recognized under ASC 606. For the year-to-date period ended September 14, 2021, approximately 36% of revenue was accounted for under ASC 606 and 64% under ASC 840. For the nine months ended September 30, 2020, approximately 42% of revenue was accounted for under ASC 606 and 58% under ASC 840. The following tables display Aria’s revenue by major source and by operating segment for the periods July 1 to September 14, 2021 and January 1 to September 14, 2021 and the three and nine months ended September 30, 2020: (in thousands) July 1 to September 14, 2021 July 1 to September 30, 2020 January 1 to September 14, 2021 January 1 to September 30, 2020 RNG, including RINs and LCFSs $ 28,125 $ 18,925 $ 83,848 $ 51,818 Gas O&M service 268 309 974 791 Power, including RECs 6,591 11,323 31,217 36,280 Electric O&M service 781 2,819 4,211 7,136 Other 8 2,705 32 9,950 Total $ 35,773 $ 36,081 $ 120,282 $ 105,975 Operating segments RNG $ 28,402 $ 21,939 $ 84,853 $ 62,559 Power 7,371 14,142 35,429 43,416 Total $ 35,773 $ 36,081 $ 120,282 $ 105,975 Below is a description of accounting policies for each revenue stream: Electricity Aria sells a portion of the electricity it generates under the terms of power purchase agreements or other contractual arrangements which is included in energy revenue. Most PPAs are accounted for as operating leases under ASC 840, as the majority of the output under each PPA is sold to a single offtaker. The PPAs have no minimum lease payments and all of the rental income under these leases is recorded as revenue when the electricity is delivered. PPAs that are not accounted for as leases are considered derivatives. Aria has elected the normal purchase normal sale exception for these contracts, and accounts for these PPAs under ASC 606. Revenue is recognized over time using an output method, as energy delivered best depicts the transfer of goods or services to the customer. Performance obligation for the delivery of energy is generally measured by MWh’s delivered based on contractual prices. Certain of Aria’s generated electricity is sold through energy wholesale markets (New York Independent System Operator (NYISO), New England Independent System Operator (NEISO), and the Pennsylvania, Jersey, Maryland Independent System Operator (PJM)) into the day-ahead market. These electricity generation revenue streams are accounted for under ASC 606. These electric revenue streams are recognized over time using an output method, as energy delivered best depicts the transfer of goods or services to the customer. Performance obligation for the delivery of energy is generally measured by MWh’s delivered based on contractual prices. Aria also sells its capacity into the month-ahead and three-year ahead markets in the wholesale markets to satisfy system integrity and reliability requirements. Revenue from capacity is recognized under ASC 606 over time using an output method. Capacity, which is a stand-ready obligation to deliver energy when required by the customer, is measured using MWs of capacity. Gas Aria sells the gas it generates pursuant to various contractual arrangements which is included in energy revenue. These gas sales are accounted for as operating leases under ASC 840, as the majority of the output under each contract is sold to a single offtaker. These agreements have no minimum lease payments and all of the rental income under these leases is recorded as revenue when the gas is delivered to the customer based on contractual prices. Aria also has a division that resells biogas it purchases pursuant to various contractual arrangements which is included in energy revenue. This revenue is accounted for under ASC 606. Revenues related to these contracts are recognized at a point in time when control is transferred upon delivery of the biogas. Revenue is recognized on a monthly basis based on the volume of RNG delivered and the price agreed upon with the customer. Environmental Attributes Aria also generates revenue through the sale of Environmental Attributes, which is included in energy revenue. Aria’s electric plants generate renewable energy credits, or RECs, as they generate electricity. The majority of Aria’s RECs are generated by plants for which Aria has a PPA to sell all of the outputs (both energy and RECs) to the PPA counterparty and therefore are accounted for as operating leases in accordance with ASC 840, with revenue recognized as the energy and RECs are generated and delivered. For RECs not bundled with a PPA, revenue is recognized under ASC 606 at a point-in-time, when control is transferred. For RECs subject to sales agreements prior to energy generated, control is deemed to be transferred and revenue recognized when related energy is generated even in cases where there is a certification lag as it has been deemed to be perfunctory. Aria generates renewable fuel credits called renewable identification numbers, or RINs. Pipeline-quality renewable natural gas processed from landfill gas qualifies for RINs when delivered to a compressed natural gas fueling station. RINs are similar to RECs on the electric side in that they reflect the value of renewable energy as a means to satisfy regulatory requirements or goals. They are different in that RINs exist pursuant to a national program and not an individual state program. The majority of Aria’s RINs are generated by plants for which Aria has a PPA to sell all of the outputs and are therefore accounted for as operating leases in accordance with ASC 840, with revenue recognized when the fuel is produced and transferred to a third party. Construction Type Contracts Aria, on occasion, enters into contracts to construct energy projects. This contract revenue is recorded under ASC 606 over time, using an input method based on costs incurred. Operation and Maintenance (O&M) Aria provides O&M services at projects owned by third parties which are included in Energy revenue on Aria's Condensed Consolidated Statement of Operations. Revenue for these services is recognized under ASC 606. O&M revenue is recognized over time, using the output method, based on the production of electricity or RNG from the project. PPA and O&M Contract Amortization Through historical acquisitions, Aria had both above and below-market contracts from PPAs and O&M agreements related to the sale of electricity or delivery of services in future periods for which the fair value has been determined to be more or less than market. The amount above and below-market value is being amortized to revenue over the remaining life of the underlying contract which is included in Energy revenue on Aria's Condensed Consolidated Statement of Operations. |
Inventory | Inventory Inventory is stated at the lower of weighted average cost or net realizable value. Inventory consists primarily of engine parts and supplies used in the maintenance of production equipment. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for major renewals and betterments that extend the useful life of the assets are capitalized and depreciated over the remaining life of the assets. Maintenance and repair costs incurred by Aria are charged to expense as incurred in cost of energy. Changes in the assumption of useful lives of assets could have a significant impact on Aria’s results of operations and financial condition. Upon sale or retirement, the asset cost and related accumulated depreciation are eliminated from the respective accounts and any resulting gain or loss is recognized in income. Interest incurred on funds borrowed to finance capital projects is capitalized until the project under construction is ready for its intended use. There was no interest capitalized for the year-to-date periods ended September 14, 2021 and September 30, 2020. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. |
Impairment of Long-Lived Assets | Held for Sale During 2020, Aria enacted a plan to sell LESPH, and accordingly, the business was classified as held for sale through December 31, 2020. An agreement to sell the membership interests of the business subsequently was executed on March 1, 2021. The sale of LESPH was completed on June 10, 2021. Proceeds from the sale were $58.5 million, which were sent to the lenders of the LESPH debt discussed in Note 6. As discussed further in Note 6, in connection with the sale, Aria was released from its obligations under the LESPH debt and a gain on the extinguishment of debt in the amount of $61.4 million was recorded in conjunction with the sale, which accounts for the proceeds received, the debt and interest payable relieved and settlement of LESPH intercompany balances. Aria recorded an ordinary gain on sale of assets in the amount of $1.3 million. The pre-tax net earnings (losses) associated with LEPSH, including the gain on extinguishment of debt and ordinary gain on sale of assets recognized in 2021, included in Aria’s consolidated condensed statement of operations were $67.6 million and $(9.6) million for the year-to-date periods ended September 14, 2021 and September 30, 2020, respectively, of which $67.3 million and $(9.5) million, respectively, were attributable to Aria. Impairment of Long-Lived Assets In accordance with ASC 360, Property, Plant and Equipment (“ASC 360”), property and equipment, and intangible assets with finite useful lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset or asset group to future undiscounted cash flows expected to be generated by the asset or asset group. Such estimates are based on certain assumptions, which are subject to uncertainty and may materially differ from actual results. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. For purposes of testing for an impairment loss, a long-lived asset or assets shall be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The lowest level of cash inflows and outflows largely independent of other assets is generally determined to be a project, |
Equity Method Investments | Equity Method Investments Aria's investments in joint ventures are reported under the equity method. Under this method, Aria records its proportional share of its income or losses of joint ventures as equity investment income, net in the consolidated statements of operations. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations ("AROs") associated with long-lived assets are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts and for which the timing and/or method of settlement may be conditional on a future event. AROs are recognized at fair value in the period in which they are incurred and a reasonable estimate of fair value can be made. Upon initial recognition of an obligation, Aria capitalizes the asset retirement cost by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its expected future value, while the capitalized cost is depreciated over the useful life of the related asset. Accretion expense is included in depreciation, amortization and accretion in the consolidated statements of operations. See note 10 for further disclosures on AROs. |
Postretirement Obligations | Postretirement Obligations Postretirement benefits amounts recognized in consolidated financial statements are determined on an actuarial basis. Aria obtains an independent actuary valuation of its postretirement obligation annually as of December 31. To calculate the present value of plan liabilities, the discount rate needs to be determined which is an estimate of the interest rate at which the retirement benefits could be effectively settled. The discount rate is determined using the average effective rate derived through matching of projected benefit payments with the discount rate curve published by Citigroup as of each reporting date. See Note 8 for further disclosures on postretirement obligations. |
Income Taxes | Income Taxes Aria Energy LLC is a limited liability company taxed as a partnership and therefore no provision for federal income taxes has been made in the consolidated financial statements since taxable income or loss of Aria Energy LLC is required to be reported by the respective members on their individual income tax returns. |
Derivative Instruments | Derivative Instruments Aria applies the provisions of ASC 815, Derivatives and Hedging , (“ASC 815”). ASC 815 requires each derivative instrument to be recorded and recognized on the consolidated balance sheets at fair value, unless they meet the normal purchase/normal sale criteria and are designated and documented as such. Changes in the fair value of derivative instruments were recognized in earnings. |
Segment Reporting | Segment Reporting Aria reports segment information in two segments: RNG and electric operations (Power). Landfill gas fuel source is a common element, though Aria had a new RNG plant that was under construction as of Closing Date that will utilize waste from dairy cattle. Aria managed RNG and electric production as separate operating groups and measured production output in terms of megawatt hours (MWh) for Power projects, and energy content is expressed as MMBtu for RNG. Other segment reporting considerations include: • There are separate operating and leadership teams for RNG and Power, each of whom have different skill sets. The processes for production are unique. • Customers are different. Utilities and ISO’s are buyers of electricity and RECs. Municipalities and energy companies are the primary buyers of RNG and RINs. • Economics are much stronger with RNG. Prices for both segments are volatile, but based on different drivers. • Aria operates a small portfolio of Power plants for third parties. Operationally these plants are the same as wholly-owned projects. • Aria operates RNG plants for its joint venture (JV) Mavrix LLC ("Mavrix"). These plants are operationally the same as wholly-owned plants. • Construction activity is limited to wholly owned or JV plants. No construction activity is performed for third parties. Construction revenue only exists when building assets for non-consolidated subsidiaries. |
Cash and Cash Equivalents | Cash and Cash Equivalents Aria considers all investments with an original maturity of three months or less when purchased to be cash equivalents. Aria maintains amounts on deposit with various financial institutions, which may exceed federally insured limits. Management periodically evaluates the creditworthiness of those institutions. Aria had not experienced any losses on such deposits. |
Accounts Receivable | Accounts ReceivableAccounts receivable are stated at the invoiced or estimated amounts adjusted for any allowance for doubtful accounts. An allowance for doubtful accounts is established based on a specific assessment of all invoices that remain unpaid following normal customer payment periods. There was no allowance for doubtful accounts at September 14, 2021 and December 31, 2020 based on Aria’s history with its existing customers. Payments on accounts receivable balances are typically due and paid within 30 days of invoice. |
Other Noncurrent Assets | Other Noncurrent Assets The other noncurrent assets as of December 31, 2020 represents long-term deposits with transportation and utility companies. |
Debt Obligation Costs | Debt Origination Costs Debt origination costs were incurred in connection with various legal, consulting, and financial costs associated with debt financing and are reported net of accumulated amortization. These charges are being amortized over the term of the related debt agreements using the effective interest rate and are recorded as a reduction to long-term debt. |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income consists of net (loss) income and other comprehensive (loss) income. Other comprehensive (loss) income includes certain changes in assets and liabilities recognized directly to equity, such as actuarial gains/losses on Aria’s postretirement plan. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject Aria to concentrations of credit risk consist primarily of accounts receivable. Certain accounts receivable are concentrated within entities engaged in the energy industry. These industry concentrations may impact Aria’s overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic, industry or other conditions. Receivables and other contractual arrangements are subject to collateral requirements under the terms of enabling agreements. However, Aria believes that the credit risk posed by industry concentration is offset by the creditworthiness of its customer base. |
Cost of Energy | Cost of Energy Cost of energy consists primarily of labor, parts, and outside services required to operate and maintain owned project facilities, electricity consumed in the process of gas production, the transportation of gas or transmission of electricity to the delivery point, and royalty payments to landfill owners as stipulated in the gas rights agreements. |
Organization and Description _2
Organization and Description of Business (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Investment Holdings, Schedule of Investments | The ownership structure of Opco upon closing of the Business Combinations, which gives rise to the redeemable noncontrolling interest at Archaea, is as follows: Equity Holder Class A Common Units % Interest Archaea 52,847,195 45.9 % Total controlling interests 52,847,195 45.9 % Aria Holders 23,000,000 20.0 % Legacy Archaea Holders 33,350,385 29.0 % Sponsor, Atlas and RAC independent directors 5,931,350 5.2 % Total redeemable noncontrolling interests 62,281,735 54.1 % Total 115,128,930 100.0 % |
Basis of Presentation_and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Revenue by Major Source | The following tables display Aria’s revenue by major source and by operating segment for the periods July 1 to September 14, 2021 and January 1 to September 14, 2021 and the three and nine months ended September 30, 2020: (in thousands) July 1 to September 14, 2021 July 1 to September 30, 2020 January 1 to September 14, 2021 January 1 to September 30, 2020 RNG, including RINs and LCFSs $ 28,125 $ 18,925 $ 83,848 $ 51,818 Gas O&M service 268 309 974 791 Power, including RECs 6,591 11,323 31,217 36,280 Electric O&M service 781 2,819 4,211 7,136 Other 8 2,705 32 9,950 Total $ 35,773 $ 36,081 $ 120,282 $ 105,975 Operating segments RNG $ 28,402 $ 21,939 $ 84,853 $ 62,559 Power 7,371 14,142 35,429 43,416 Total $ 35,773 $ 36,081 $ 120,282 $ 105,975 |
Business Combinations and Rev_2
Business Combinations and Reverse Recapitalization (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | Total consideration was determined to be as follows: (in thousands) At September 15, 2021 Issuance of Opco Class A units $ 394,910 Cash consideration 377,122 Repayment of Aria debt at Closing 91,115 Total Purchase Price Consideration $ 863,147 |
Schedule of Preliminary Allocation of Aria Merger Consideration | The following table sets forth the preliminary allocation of the Aria Merger consideration. (in thousands) As of September 15, 2021 Fair value of assets acquired: Cash and cash equivalents $ 4,903 Account receivable, net 27,331 Inventory 9,015 Prepaid expenses and other current assets 3,834 Property, plant and equipment, net 120,517 Intangible assets, net 585,398 Equity method investments 232,619 Other non-current assets 861 Goodwill 24,257 Amount attributable to assets acquired $ 1,008,735 Fair value of liabilities assumed: Accounts payable $ 2,760 Accrued and other current liabilities 25,069 Below-market contracts 108,880 Other long-term liabilities 8,879 Amount attributable to liabilities assumed 145,588 Net assets acquired 863,147 Total Aria Merger consideration $ 863,147 |
Business Acquisition, Pro Forma Information | (Unaudited Pro Forma) Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Total Revenues $ 48,538 $ 37,474 $ 143,525 $ 115,237 Net Income (Loss) $ (9,098) $ (3,825) $ 61,181 $ (9,017) |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregates Revenue by Significant Product Type | The following table disaggregates revenue by significant product type for the periods indicated: (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 RNG, including RINs and LCFSs $ 5,525 $ — $ 6,346 $ — Gas O&M service 110 — 110 — Power, including RECs 5,125 — 7,363 — Electric O&M service 156 — 156 — Equipment and associated services 865 1,904 4,588 4,496 Total $ 11,781 $ 1,904 $ 18,563 $ 4,496 |
Schedule of Contract Assets and Liabilities | Contract assets and liabilities consisted of the following as of September 30, 2021 and December 31, 2020: (in thousands) September 30, December 31, Contract assets (included in Prepaid expenses and other current assets) $ 104 $ 48 Contract liabilities (included in Accrued and other current liabilities) $ (520) $ (1,423) |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following as of September 30, 2021 and December 31, 2020: (in thousands) September 30, December 31, Machinery and equipment $ 151,248 $ 376 Buildings and improvements 16,827 88 Furniture and fixtures 569 13 Construction in progress 115,337 51,927 Land 86 1 Total cost 284,067 52,405 Less: Accumulated depreciation (2,457) (37) Property, plant and equipment, net $ 281,610 $ 52,368 |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment are summarized as follows: (in thousands) December 31, 2020 Buildings $ 25,186 Machinery and equipment 166,191 Furniture and fixtures 1,154 Construction in progress 1,366 Total cost $ 193,897 Accumulated depreciation (123,138) Net property, plant and equipment $ 70,759 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Equity Method Investments | The summarized financial information for the Mavrix and SGP equity method investments following the Business Combinations is as follows: (in thousands) September 30, Assets $ 200,106 Liabilities 20,531 Net assets $ 179,575 Company's share of equity in net assets $ 89,787 (in thousands) Three Months Ended Nine Months Ended Total revenues $ 4,786 $ 4,786 Net income $ 2,259 $ 2,259 Company's share of net income $ 1,130 $ 1,130 |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Equity Method Investments | Summary information on the equity method investments is as follows: (in thousands) December 31, 2020 Assets $ 171,288 Liabilities 13,570 Net assets $ 157,718 Company's share of equity in net assets 77,993 NOTE 5 - Equity Method Investments - Predecessor (Continued) (in thousands) July 1 to September 14, 2021 July 1 to September 30, 2020 January 1 to September 14, 2021 January 1 to September 30, 2020 Revenue $ 25,223 $ 16,307 $ 78,125 $ 41,199 Net income $ 13,237 $ 5,226 $ 38,512 $ 12,338 Aria's share of net income $ 6,451 $ 2,558 $ 19,777 $ 6,005 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following as of September 30, 2021 and December 31, 2020: (in thousands) September 30, 2021 Gross Carrying Amount Accumulated Amortization Net Biogas rights agreements $ 554,745 $ 1,560 $ 553,185 Electricity off-take agreements 23,400 113 23,287 Operations and maintenance contracts 8,620 11 8,609 RNG purchase contract 6,920 199 6,721 Customer relationships 350 125 225 Trade names 150 54 96 Total $ 594,185 $ 2,062 $ 592,123 (in thousands) December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Biogas rights agreements $ 8,293 $ — $ 8,293 Customer relationships 350 70 280 Trade names 150 30 120 Total $ 8,793 $ 100 $ 8,693 |
Schedule of Below-Market Contract Liability | (in thousands) September 30, 2021 Gross Liability Accumulated Amortization Net Gas off-take agreements $ 108,880 $ 488 $ 108,392 |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Finite-Lived Intangible Assets | Amortizable Intangible Assets December 31, 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gas rights agreements $ 217,285 $ 102,944 $ 114,341 Operations and maintenance contracts 3,500 2,475 1,025 Gas sales agreements 32,059 20,503 11,556 Total $ 252,844 $ 125,922 $ 126,922 Details of the intangible assets are summarized below: Expense Type of Contract Amortization Line Item Remaining Lives July 1 to September 14, 2021 July 1 to September 30, 2020 January 1 to September 14, 2021 January 1 to September 30, 2020 Gas rights Depreciation, amortization and accretion 4 to 16 years $ 1,892 $ 3,777 $ 6,494 $ 11,331 Operation and maintenance Amortization of intangibles and below-market contracts 5 years $ 52 $ 145 $ 178 $ 434 Gas sales Amortization of intangibles and below-market contracts 1 to 8 years $ 733 $ 891 $ 2,515 $ 2,674 |
Schedule of Below-Market Contract Liability | These include: December 31, 2020 Gross Accumulated (in thousands) Liability Amortization Net Gas purchase agreements $ 19,828 $ 14,059 $ 5,769 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under the Company’s non-cancellable operating leases are as follows: (in thousands) Remainder of 2021: $ 207 2022 633 2023 114 2024 21 2025 — Thereafter — Total future minimum lease payments $ 975 |
Schedule of Other Commitments | The following summarizes the aggregate minimum future payments under these contracts as of September 30, 2021: (in thousands) Remainder of 2021: $ 794 2022 7,085 2023 2,975 2024 2,975 2025 2,975 Thereafter 23,388 Total future payments $ 40,192 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Outstanding Debt | The Company's outstanding debt consists of the following as of September 30, 2021 and December 31, 2020: (in thousands) September 30, December 31, New Credit Agreement - Term Loan $ 220,000 $ — Wilmington Trust – 4.47% Term Note 60,828 — Wilmington Trust – 3.75% Term Note 66,558 — Comerica Bank – Specific Advance Facility Note — 4,319 Comerica Term Loan — 12,000 Kubota Corporation – Term Notes — 46 347,386 16,365 Less unamortized debt issuance costs (9,586) (291) Long-term debt less debt issuance costs 337,800 16,074 Less current maturities, net (8,546) (1,301) Total long-term debt $ 329,254 $ 14,773 |
Schedule of Maturities of Long-term Debt | Scheduled future maturities of long-term debt principal amounts are as follows: (in thousands) Remainder of 2021 $ 1,375 2022 12,752 2023 17,108 2024 17,371 2025 17,598 Thereafter 281,182 Total $ 347,386 |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Outstanding Debt | (in thousands) December 31, 2020 Notes payable - due October 7, 2020 $ 102,831 Term Loan B - due May 2022 137,978 Debt origination costs (1,385) Total 239,424 Less: Current portion of debt 102,831 Long-term portion $ 136,593 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Asset Retirement Obligations, Liabilities | The following summarizes changes in the Company’s ARO liabilities for the year-to-date periods ending September 30, 2021 and December 31, 2020: (in thousands) 2021 2020 Balance at beginning of period $ 306 $ — Liabilities acquired (1) 3,580 — Liabilities incurred — 306 Accretion expense 18 — Balance at end of period $ 3,904 $ 306 (1) Liabilities acquired relate to asset retirement obligations assumed in the Aria Merger. See Note 4. |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Asset Retirement Obligations, Liabilities | The following table presents the activity for the AROs for the periods ended September 14, 2021 and December 31, 2020: (in thousands) January 1 to September 14, 2021 January 1 to December 31, 2020 Balance at beginning of period $ 3,408 $ 6,536 Accretion expense 172 456 Revision to estimated cash flows — — Transfer to liabilities classified as held for sale — (3,584) Settlement of asset retirement obligation — — Balance at end of period $ 3,580 $ 3,408 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Assumptions to Estimate the Fair Value | The Company used the following assumptions to estimate the fair value of the Private Placement Warrants: As of September 15, 2021 at Initial Measurement September 30, Stock price $18.05 $18.94 Exercise price $11.50 $11.50 Volatility 45.8 % 46.3 % Expected term (years) 5.0 5.0 Risk-free interest rate 0.79 % 0.97 % |
Schedule of Fair Value of Warrant Liabilities | The change in the fair value of the warrant liabilities is recognized in gain (loss) on derivative contracts in the Consolidated Condensed Statement of Operations. The changes of the Redeemable Warrants and Private Placement Warrants through September 30, 2021 is as follows: (in thousands) Warrant liabilities as of September 15, 2021 (Closing Date) $ 150,153 Change in fair value - Closing Date through September 30, 2021 10,477 Warrant liabilities as of September 30, 2021 $ 160,630 |
Schedule of Balance Sheet Effect of Fair Value | The following summarizes the balance sheet classification and fair value of the Company’s derivative instruments: (in thousands) September 30, December 31, Natural gas swap asset (included in Other long-term assets) $ 391 $ — Warrant liabilities (included in Derivative liabilities) (160,630) — |
Schedule of Income Statement Effect of Gains (Losses) Related to Derivative Instruments | The following table summarizes the income statement effect of gains and losses related to derivative instruments: (in thousands) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Cost of energy $ — $ — $ — $ — Gain (loss) on gas swap contracts 64 — 64 — Gain (loss) on warrant liabilities (10,477) — (10,477) — Total $ (10,413) $ — $ (10,413) $ — |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Balance Sheet Effect of Fair Value | (in thousands) December 31, 2020 Natural gas swap liability $ 1,268 |
Schedule of Income Statement Effect of Gains (Losses) Related to Derivative Instruments | (in thousands) July 1 to September 14, 2021 July 1 to September 30, 2020 January 1 to September 14, 2021 January 1 to September 30, 2020 Natural gas swap - unrealized gain (loss) $ 574 $ 261 $ 1,129 $ (61) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Plan Activities Related to Unvested Units | Series A Incentive Plan activities related to unvested units during the nine months ended September 30, 2021 were as follows: Series A Incentive Units Weighted Average Grant Date Fair Value (per share) Nonvested at December 31, 2020 4,500 $ — Granted 1,500 $ 1,566 Forfeited (250) $ — Vested (5,750) $ 409 Nonvested at September 30, 2021 — $ — |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Net Periodic Benefit Costs Recognized | Net periodic benefit cost recognized in the consolidated statements of comprehensive loss following the Business Combinations was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Service cost $ 2 $ — $ 2 $ — Interest cost 4 — 4 — Net periodic benefit cost $ 6 $ — $ 6 $ — |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Net Periodic Benefit Costs Recognized | Net periodic benefit cost recognized in the consolidated statements of comprehensive income was as follows: (in thousands) July 1 to September 14, 2021 July 1 to September 30, 2020 January 1 to September 14, 2021 January 1 to September 30, 2020 Service cost $ 8 $ 12 $ 27 $ 36 Interest cost 19 26 64 77 Amortization of prior service cost 2 3 8 9 Recognition of net actuarial loss 17 22 57 66 Net periodic benefit cost $ 46 $ 63 $ 156 $ 188 |
Provision for Income Tax (Table
Provision for Income Tax (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of the Provision for Income Taxes | Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Income tax provision $ — $ — $ — $ — |
Net Earnings (Loss) Per Share (
Net Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation Between Earnings Per Share, Basic and Diluted | The following provides a reconciliation between basic and diluted EPS attributable to Class A Common Stock. Three Months Ended Nine Months Ended (in thousands, except per share amounts) September 30, September 30, September 30, September 30, Net income (loss) attributable to Class A Common Stock $ (7,011) $ — $ (7,011) $ — Class A Common Stock Average number of shares outstanding - basic 52,847,195 — 52,847,195 — Average number of shares outstanding - diluted 52,847,195 — 52,847,195 — Excluded due to anti-dilutive effect 7,804,055 — 7,804,055 — Net income (loss) per share of Class A Common Stock Basic and diluted $ (0.13) $ — $ (0.13) $ — |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Reconciliation of Adjusted EBITDA to Income (Loss) Before Income Taxes | Below is a reconciliation of EBITDA to income (loss) before income taxes. Three Months Ended Nine Months Ended (in thousands) September 30, September 30, September 30, September 30, Income (loss) before income taxes $ (21,341) $ (602) $ (31,770) $ (1,819) Interest expense 1,586 — 1,606 — Depreciation, amortization and accretion 3,142 34 4,077 101 EBITDA $ (16,613) $ (568) $ (26,087) $ (1,718) |
Schedule of Segment Reporting Information, by Segment | T he following summarizes selected financial information for the Company’s reporting segments: (in thousands) RNG Power Corporate and Other Total Three months ended September 30, 2021 Revenue $ 5,963 $ 5,158 $ 865 $ 11,986 Intersegment revenue — 12 (12) — Total revenue $ 5,963 $ 5,170 $ 853 $ 11,986 Net income (loss) $ 28 $ (320) $ (21,049) $ (21,341) EBITDA $ 1,916 $ 884 $ (19,413) $ (16,613) Nine months ended September 30, 2021 Revenue $ 6,785 $ 7,395 $ 4,588 $ 18,768 Intersegment revenue — 12 (12) — Total revenue $ 6,785 $ 7,407 $ 4,576 $ 18,768 Net income (loss) $ (1,538) $ (2,150) $ (28,082) $ (31,770) EBITDA $ 585 $ (316) $ (26,356) $ (26,087) September 30, 2021 Goodwill $ 27,011 $ — $ — $ 27,011 Three months ended September 30, 2020 Revenue $ — $ — $ 1,904 $ 1,904 Intersegment revenue — — — — Total revenue $ — $ — $ 1,904 $ 1,904 Net income (loss) $ (19) $ (5) $ (578) $ (602) EBITDA $ (19) $ (5) $ (544) $ (568) Nine months ended September 30, 2020 Revenue $ 34 $ — $ 4,462 $ 4,496 Intersegment revenue — — — — Total revenue $ 34 $ — $ 4,462 $ 4,496 Net income (loss) $ (102) $ (5) $ (1,712) $ (1,819) EBITDA $ (102) $ (5) $ (1,611) $ (1,718) December 31, 2020 Goodwill $ 2,754 $ — $ — $ 2,754 |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Segment Reporting Information, by Segment | For the year-to-date period ended September 14, 2021 (in thousands) RNG Power Corporate and Other Total Net income (loss) $ 59,066 $ 66,431 $ (40,977) $ 84,520 Depreciation, amortization and accretion 6,447 9,467 34 15,948 Interest expense — — 10,729 10,729 EBITDA $ 65,513 $ 75,898 $ (30,214) $ 111,197 Amortization of intangibles and below-market contracts 2,516 177 — 2,693 Gain on disposal of assets — (1,347) — (1,347) Net derivative activity (1,129) — — (1,129) Debt forbearance costs — — 990 990 Gain on extinguishment of debt — (61,411) — (61,411) Costs related to sale of equity — — 18,629 18,629 Adjusted EBITDA $ 66,900 $ 13,317 $ (10,595) $ 69,622 For the nine months ended September 30, 2020 (in thousands) RNG Power Corporate and Other Total Net income (loss) $ 19,308 $ (161) $ (25,218) $ (6,071) Depreciation, amortization and accretion 6,729 16,592 60 23,381 Interest expense — — 14,429 14,429 EBITDA $ 26,037 $ 16,431 $ (10,729) $ 31,739 Amortization of intangibles and below-market contracts 2,674 78 — $ 2,752 Net derivative activity 61 — — 61 Debt forbearance costs — — 907 907 Costs related to sale of equity — — 196 196 Adjusted EBITDA $ 28,772 $ 16,509 $ (9,626) $ 35,655 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Related Party Transactions | The following is a summary of transactions with these related parties: (in thousands) July 1 to September 14, 2021 July 1 to September 30, 2020 January 1 to September 14, 2021 January 1 to September 30, 2020 Sales of construction services $ 8 $ 2,705 $ 32 $ 9,950 Sales of operations and maintenance services $ 214 $ 482 $ 1,215 $ 1,332 Sales of administrative and other services $ 25 $ 105 $ 221 $ 305 |
Capital - Predecessor (Tables)
Capital - Predecessor (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Stock by Class | Aria had been authorized to issue an unlimited number of Class A units and Class B units and had the following units outstanding as of December 31, 2020: (in thousands, except price per share) December 31, 2020 Price per share Class A Class B Class C $1.00 441,482 27,120 — $0.10 — — 9 $0.88 11,364 — — Total shares outstanding 452,846 27,120 9 |
Organization and Description _3
Organization and Description of Business - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021projectstate | |
Product Information [Line Items] | |
Number of projects | 23 |
Number of states | state | 12 |
Ares EIF Management LLC | Total controlling interests | Aria Energy LLC | |
Product Information [Line Items] | |
Noncontrolling interest, ownership percentage by parent | 94.35% |
LFG to electric project | |
Product Information [Line Items] | |
Number of projects | 13 |
Projects that produce pipeline-quality RNG | |
Product Information [Line Items] | |
Number of projects | 10 |
Organization and Description _4
Organization and Description of Business - Schedule of Ownership Structure (Details) - Opco | Sep. 30, 2021shares |
Class A Common Units | |
Investment owned balance (in shares) | 115,128,930 |
% Interest | |
Noncontrolling interest, ownership percentage | 100.00% |
Total controlling interests | |
Class A Common Units | |
Investment owned balance (in shares) | 52,847,195 |
% Interest | |
Noncontrolling interest, ownership percentage by parent | 45.90% |
Total controlling interests | Archaea | |
Class A Common Units | |
Investment owned balance (in shares) | 52,847,195 |
% Interest | |
Noncontrolling interest, ownership percentage by parent | 45.90% |
Nonredeemable Noncontrolling Interests | |
Class A Common Units | |
Investment owned balance (in shares) | 62,281,735 |
% Interest | |
Noncontrolling interest, ownership percentage | 54.10% |
Nonredeemable Noncontrolling Interests | Aria Holders | |
Class A Common Units | |
Investment owned balance (in shares) | 23,000,000 |
% Interest | |
Noncontrolling interest, ownership percentage | 20.00% |
Nonredeemable Noncontrolling Interests | Legacy Archaea Holders | |
Class A Common Units | |
Investment owned balance (in shares) | 33,350,385 |
% Interest | |
Noncontrolling interest, ownership percentage | 29.00% |
Nonredeemable Noncontrolling Interests | Sponsor, Atlas and RAC independent directors | |
Class A Common Units | |
Investment owned balance (in shares) | 5,931,350 |
% Interest | |
Noncontrolling interest, ownership percentage | 5.20% |
Basis of Presentation_and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) | Jun. 10, 2021USD ($) | Sep. 14, 2021USD ($) | Sep. 30, 2021segment | Sep. 30, 2020USD ($)segment | Sep. 14, 2021USD ($)plan | Sep. 30, 2021USD ($)segmentlandfill | Sep. 30, 2020USD ($)segment | Dec. 31, 2020USD ($) | Sep. 30, 2017USD ($) |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Percent of revenue, ASC 606 | 82.00% | 100.00% | |||||||
Percent of revenue, ASC 840 | 18.00% | ||||||||
Number of operating landfill gas to electricity facilities | landfill | 12 | ||||||||
Reporting segment | segment | 2 | 2 | 2 | 2 | |||||
Mavrix | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Earn-out payment | $ 1,700,000 | ||||||||
Mavrix | Maximum | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Earn-out payment obligation | $ 9,550,000 | ||||||||
Aria Energy LLC | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Percent of revenue, ASC 606 | 36.00% | 42.00% | |||||||
Percent of revenue, ASC 840 | 64.00% | 58.00% | |||||||
Reporting segment | plan | 2 | ||||||||
Proceeds from sale of assets held for sale | $ 58,500,000 | ||||||||
Gain on extinguishment of debt | 61,400,000 | $ 0 | $ 0 | $ 61,411,000 | $ 0 | ||||
Net gain (loss) from sale of LESPH | 67,300,000 | (9,500,000) | |||||||
Gain (Loss) on Disposition of Business | $ 1,300,000 | ||||||||
Aria Energy LLC | LESPH | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Net gain (loss) from sale of LESPH | 67,600,000 | $ (9,600,000) | |||||||
Aria Energy LLC | Mavrix | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Earn-out payment | 1,700,000 | $ 1,400,000 | |||||||
Earn-out payment obligation | 1,700,000 | 1,700,000 | $ 1,400,000 | ||||||
Aria Energy LLC | Mavrix | Maximum | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Earn-out payment obligation | $ 9,550,000 | $ 9,550,000 | |||||||
3.75% Term Note | Senior notes | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Debt instrument, interest rate | 3.75% | 3.75% | |||||||
4.47% Term Note | Senior notes | |||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||
Debt instrument, interest rate | 4.47% | 4.47% |
Basis of Presentation_and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from External Customer [Line Items] | ||||||
Revenue | $ 11,781 | $ 1,904 | $ 18,563 | $ 4,496 | ||
Aria Energy LLC | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue | $ 35,773 | 36,081 | $ 120,282 | 105,975 | ||
Aria Energy LLC | RNG | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue | 28,402 | 21,939 | 84,853 | 62,559 | ||
Aria Energy LLC | Power | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue | 7,371 | 14,142 | 35,429 | 43,416 | ||
RNG, including RINs and LCFSs | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue | 5,525 | 0 | 6,346 | 0 | ||
RNG, including RINs and LCFSs | Aria Energy LLC | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue | 28,125 | 18,925 | 83,848 | 51,818 | ||
Gas O&M service | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue | 110 | 0 | 110 | 0 | ||
Gas O&M service | Aria Energy LLC | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue | 268 | 309 | 974 | 791 | ||
Power, including RECs | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue | 5,125 | 0 | 7,363 | 0 | ||
Power, including RECs | Aria Energy LLC | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue | 6,591 | 11,323 | 31,217 | 36,280 | ||
Electric O&M service | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue | $ 156 | 0 | $ 156 | 0 | ||
Electric O&M service | Aria Energy LLC | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue | 781 | 2,819 | 4,211 | 7,136 | ||
Other | Aria Energy LLC | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue | $ 8 | $ 2,705 | $ 32 | $ 9,950 |
Business Combinations and Rev_3
Business Combinations and Reverse Recapitalization - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 15, 2021 | Sep. 13, 2021 | Apr. 07, 2021 | Jan. 14, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jan. 14, 2021 | Dec. 31, 2020 | Feb. 29, 2020 |
Reverse Recapitalization [Line Items] | |||||||||||
Cash received | $ 236,900 | ||||||||||
Warrant exercise price (in usd per share) | $ 11.50 | ||||||||||
Equity issuance costs | 40,500 | ||||||||||
Number of shares issued (in shares) | 2,500,000 | ||||||||||
Aggregate purchase price | $ 25,000 | ||||||||||
Common stock sale price (in usd per share) | $ 10 | ||||||||||
Forward purchase securities | $ 20,000 | ||||||||||
Total revenues | $ 11,986 | $ 1,904 | $ 18,768 | $ 4,496 | |||||||
Goodwill | 27,011 | 27,011 | $ 2,754 | ||||||||
GCES | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Percent of ownership | 72.20% | ||||||||||
Goodwill | $ 2,700 | ||||||||||
Loan Purchase Commitments | GCES | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Number of shares issued | 500 | ||||||||||
Percent of common stock purchased | 51.00% | ||||||||||
Loans | GCES | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Number of shares issued | $ 700 | ||||||||||
Forward Purchase Agreement | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Aggregate purchase price | 300,000 | ||||||||||
Aria Energy LLC | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Cash consideration | 377,122 | ||||||||||
Debt repayment | 91,115 | ||||||||||
Number of shares issued | 394,910 | ||||||||||
Total revenues | 6,200 | 600 | |||||||||
Transaction costs | $ 2,700 | $ 2,700 | |||||||||
Goodwill | $ 24,257 | ||||||||||
Aria Energy LLC | Share-based Payment Arrangement, Tranche One | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Common stock sale price (in usd per share) | $ 13.50 | ||||||||||
Aria Energy LLC | Share-based Payment Arrangement, Tranche Two | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Common stock sale price (in usd per share) | 16 | ||||||||||
Aria Energy LLC | Share-based Payment Arrangement, Tranche Three | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Common stock sale price (in usd per share) | $ 19 | ||||||||||
Public Warrant | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Warrants outstanding (in shares) | 11,862,492 | 250,000 | |||||||||
Warrant exercise price (in usd per share) | $ 11.50 | ||||||||||
Public Warrant | Forward Purchase Agreement | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Warrants outstanding (in shares) | 250,000 | ||||||||||
Private Placement | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Warrants outstanding (in shares) | 6,771,000 | ||||||||||
Class B Units | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Stock converted in reverse recapitalization (in shares) | 33,350,385 | ||||||||||
Common stock, shares, outstanding (in shares) | 5,931,350 | 62,281,735 | 62,281,735 | 0 | |||||||
Common stock, par value per share (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Class B Units | Aria Energy LLC | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Number of shares issued | $ 23,000 | ||||||||||
Class A Units | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Common stock, shares, outstanding (in shares) | 23,680,528 | 52,847,195 | 52,847,195 | 0 | |||||||
Warrant exercise price (in usd per share) | $ 11.50 | ||||||||||
Number of shares issued (in shares) | 1,666,667 | 30,000,000 | |||||||||
Aggregate purchase price | $ 25,000 | $ 300,000 | |||||||||
Common stock sale price (in usd per share) | $ 15 | $ 10 | |||||||||
Common stock, par value per share (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Class A Units | Forward Purchase Agreement | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Common stock, shares, outstanding (in shares) | 29,166,667 | ||||||||||
Warrant exercise price (in usd per share) | $ 11.50 | ||||||||||
Class A Units | Aria Energy LLC | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Transaction costs | $ 19,200 | $ 19,200 | |||||||||
Common stock, par value per share (in USD per share) | $ 0.0001 | ||||||||||
Opco Class A | Aria Energy LLC | |||||||||||
Reverse Recapitalization [Line Items] | |||||||||||
Number of shares issued | $ 23,000 |
Business Combinations and Rev_4
Business Combinations and Reverse Recapitalization - Aria Merger Consideration (Details) - Aria Energy LLC $ in Thousands | Sep. 15, 2021USD ($) |
Asset Acquisition, Contingent Consideration [Line Items] | |
Issuance of Opco Class A units | $ 394,910 |
Cash consideration | 377,122 |
Repayment of Aria debt at Closing | 91,115 |
Total Purchase Price Consideration | $ 863,147 |
Business Combinations and Rev_5
Business Combinations and Reverse Recapitalization - Preliminary Allocation of Aria Merger (Details) - USD ($) $ in Thousands | Sep. 15, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Fair value of assets acquired: | |||
Goodwill | $ 27,011 | $ 2,754 | |
Aria Energy LLC | |||
Fair value of assets acquired: | |||
Cash and cash equivalents | $ 4,903 | ||
Account receivable, net | 27,331 | ||
Inventory | 9,015 | ||
Prepaid expenses and other current assets | 3,834 | ||
Property, plant and equipment, net | 120,517 | ||
Intangible assets, net | 585,398 | ||
Equity method investments | 232,619 | ||
Other non-current assets | 861 | ||
Goodwill | 24,257 | ||
Amount attributable to assets acquired | 1,008,735 | ||
Fair value of liabilities assumed: | |||
Accounts payable | 2,760 | ||
Accrued and other current liabilities | 25,069 | ||
Below-market contracts | 108,880 | ||
Other long-term liabilities | 8,879 | ||
Amount attributable to liabilities assumed | 145,588 | ||
Net assets acquired | 863,147 | ||
Total Purchase Price Consideration | $ 863,147 |
Business Combinations and Rev_6
Business Combinations and Reverse Recapitalization - Pro Forma Financial Information (Details) - Aria Energy LLC - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Asset Acquisition, Contingent Consideration [Line Items] | ||||
Total Revenues | $ 48,538 | $ 37,474 | $ 143,525 | $ 115,237 |
Net Income (Loss) | $ (9,098) | $ (3,825) | $ 61,181 | $ (9,017) |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue by Product Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from External Customer [Line Items] | ||||
Revenue | $ 11,781 | $ 1,904 | $ 18,563 | $ 4,496 |
RNG, including RINs and LCFSs | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 5,525 | 0 | 6,346 | 0 |
Gas O&M service | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 110 | 0 | 110 | 0 |
Power, including RECs | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 5,125 | 0 | 7,363 | 0 |
Electric O&M service | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 156 | 0 | 156 | 0 |
Equipment and associated services | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | $ 865 | $ 1,904 | $ 4,588 | $ 4,496 |
Revenues - Contract Assets and
Revenues - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets (included in Prepaid expenses and other current assets) | $ 104 | $ 48 |
Contract liabilities (included in Accrued and other current liabilities) | $ (520) | $ (1,423) |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Millions | Sep. 30, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 2.3 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 284,067 | $ 52,405 | |
Less: Accumulated depreciation | (2,457) | (37) | |
Property, plant and equipment, net | 281,610 | 52,368 | |
Aria Energy LLC | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 193,897 | ||
Less: Accumulated depreciation | (123,138) | ||
Property, plant and equipment, net | 70,759 | ||
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 151,248 | 376 | |
Machinery and equipment | Aria Energy LLC | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 166,191 | ||
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 16,827 | 88 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 569 | 13 | |
Furniture and fixtures | Aria Energy LLC | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 1,154 | ||
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 115,337 | 51,927 | |
Construction in progress | Aria Energy LLC | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 1,366 | ||
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 86 | $ 1 | |
Buildings | Aria Energy LLC | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 25,186 |
Equity Method Investments - Nar
Equity Method Investments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 14, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2017 | |
Mavrix | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Membership percentage | 50.00% | |||||
Earn-out payment | $ 1,700 | |||||
Carrying value basis difference | $ 145,500 | 145,500 | ||||
Amortization of basis difference | $ 400 | $ 400 | ||||
Mavrix | Maximum | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Earn-out payment obligation | $ 9,550 | |||||
Mavrix | Aria Energy LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Membership percentage | 50.00% | |||||
Earn-out payment obligation | $ 1,700 | $ 1,400 | ||||
Earn-out payment | 1,700 | $ 1,400 | ||||
Joint ventures membership amount | $ 9,550 | |||||
Mavrix | Aria Energy LLC | Maximum | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Earn-out payment obligation | $ 9,550 | |||||
Mavrix | Two Joint Ventures | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Interest in joint ventures | 50.00% | 50.00% | ||||
Two Joint Ventures | Mavrix and Sunshine Gas Producers | Aria Energy LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Interest in joint ventures | 50.00% | |||||
Four Joint Ventures | Riverview Energy Systems, Adrian Energy Systems, Salem Energy Systems and Salt Lake Energy Systems | Aria Energy LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Interest in joint ventures | 50.00% |
Equity Method Investments - Bal
Equity Method Investments - Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||
Assets | $ 1,387,245 | $ 74,281 |
Liabilities | 643,952 | 42,790 |
Aria Energy LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Assets | 392,919 | |
Liabilities | 294,859 | |
Mavrix | ||
Schedule of Equity Method Investments [Line Items] | ||
Assets | 200,106 | |
Liabilities | 20,531 | |
Net assets | 179,575 | |
Company's share of equity in net assets | $ 89,787 | |
Mavrix | Aria Energy LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Assets | 171,288 | |
Liabilities | 13,570 | |
Net assets | 157,718 | |
Company's share of equity in net assets | $ 77,993 |
Equity Method Investments - Inc
Equity Method Investments - Income Statement (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Total revenues | $ 11,986 | $ 1,904 | $ 18,768 | $ 4,496 | |||
Company's share of net income | $ (7,067) | $ (6,012) | (21,341) | (602) | $ (16,442) | (31,770) | (1,819) |
Aria Energy LLC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Total revenues | 34,988 | 35,164 | 117,589 | 103,223 | |||
Company's share of net income | (534) | 532 | 84,520 | (6,071) | |||
Mavrix | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Total revenues | 4,786 | 4,786 | |||||
Net income | 2,259 | 2,259 | |||||
Company's share of net income | $ 1,130 | $ 1,130 | |||||
Mavrix | Aria Energy LLC | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Total revenues | 25,223 | 16,307 | 78,125 | 41,199 | |||
Net income | 13,237 | 5,226 | 38,512 | 12,338 | |||
Company's share of net income | $ 6,451 | $ 2,558 | $ 19,777 | $ 6,005 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 27,011 | $ 27,011 | $ 2,754 | ||
Amortization expense | 1,600 | 1,600 | |||
Expected future amortization, year one | 35,000 | 35,000 | |||
Expected future amortization, year two | 35,000 | 35,000 | |||
Expected future amortization, year three | 35,000 | 35,000 | |||
Expected future amortization, year four | 35,000 | 35,000 | |||
Expected future amortization, year five | 35,000 | 35,000 | |||
Contract amortization | $ 500 | $ 500 | |||
Aria Energy LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 1,800 | ||||
Contract amortization | (859) | $ (918) | |||
Depreciation, amortization and accretion of intangible and below-market contracts | $ 7,400 | $ 12,200 | |||
Biogas rights agreements | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 4 years | ||||
Biogas rights agreements | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful life | 30 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 594,185 | $ 8,793 |
Accumulated Amortization | 2,062 | 100 |
Net | 592,123 | 8,693 |
Aria Energy LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 252,844 | |
Accumulated Amortization | 125,922 | |
Net | 126,922 | |
Gas rights agreements | Aria Energy LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 217,285 | |
Accumulated Amortization | 102,944 | |
Net | 114,341 | |
Operations and maintenance contracts | Aria Energy LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,500 | |
Accumulated Amortization | 2,475 | |
Net | 1,025 | |
Gas sales agreements | Aria Energy LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 32,059 | |
Accumulated Amortization | 20,503 | |
Net | 11,556 | |
Biogas rights agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 554,745 | 8,293 |
Accumulated Amortization | 1,560 | 0 |
Net | 553,185 | 8,293 |
Electricity off-take agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 23,400 | |
Accumulated Amortization | 113 | |
Net | 23,287 | |
Operations and maintenance contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,620 | |
Accumulated Amortization | 11 | |
Net | 8,609 | |
RNG purchase contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,920 | |
Accumulated Amortization | 199 | |
Net | 6,721 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 350 | 350 |
Accumulated Amortization | 125 | 70 |
Net | 225 | 280 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 150 | 150 |
Accumulated Amortization | 54 | 30 |
Net | $ 96 | $ 120 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Details of Intangible Assets (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 1,600 | $ 1,600 | ||||
Aria Energy LLC | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 1,800 | |||||
Aria Energy LLC | Gas rights agreements | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 1,892 | $ 3,777 | $ 6,494 | $ 11,331 | ||
Aria Energy LLC | Gas rights agreements | Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Remaining Lives | 4 years | |||||
Aria Energy LLC | Gas rights agreements | Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Remaining Lives | 16 years | |||||
Aria Energy LLC | Operations and maintenance contracts | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Remaining Lives | 5 years | |||||
Amortization expense | 52 | 145 | $ 178 | 434 | ||
Aria Energy LLC | Gas sales agreements | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 733 | $ 891 | $ 2,515 | $ 2,674 | ||
Aria Energy LLC | Gas sales agreements | Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Remaining Lives | 1 year | |||||
Aria Energy LLC | Gas sales agreements | Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Remaining Lives | 8 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Below-Market Contracts (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Liability | $ 108,880 | |
Accumulated Amortization | 488 | |
Net | $ 108,392 | |
Aria Energy LLC | Gas purchase agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Liability | $ 19,828 | |
Accumulated Amortization | 14,059 | |
Net | $ 5,769 |
Commitments - Narrative (Detail
Commitments - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Leased Assets [Line Items] | ||
Rent expense | $ 0.9 | $ 0.2 |
Gulf Coast Environmental Systems, LLC ("GCES") | Affiliated Entity | ||
Operating Leased Assets [Line Items] | ||
Related-party lease payment | $ 0.2 | |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Lease term | 1 year | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Lease term | 3 years |
Commitments - Operating Leases
Commitments - Operating Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2021: | $ 207 |
2022 | 633 |
2023 | 114 |
2024 | 21 |
2025 | 0 |
Thereafter | 0 |
Total future minimum lease payments | $ 975 |
Commitments - Other Commitments
Commitments - Other Commitments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2021: | $ 794 |
2022 | 7,085 |
2023 | 2,975 |
2024 | 2,975 |
2025 | 2,975 |
Thereafter | 23,388 |
Total future payments | $ 40,192 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 15, 2021 | Jun. 10, 2021 | Jan. 15, 2021 | Dec. 31, 2020 | Nov. 10, 2020 |
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 347,386 | $ 16,365 | ||||
Less unamortized debt issuance costs | (9,586) | (291) | ||||
Long-term debt less debt issuance costs | 337,800 | 16,074 | ||||
Less current maturities, net | (8,546) | (1,301) | ||||
Total long-term debt | $ 329,254 | 14,773 | ||||
Aria Energy LLC | ||||||
Debt Instrument [Line Items] | ||||||
Less unamortized debt issuance costs | (1,385) | |||||
Long-term debt less debt issuance costs | 239,424 | |||||
Less current maturities, net | (102,831) | |||||
Total long-term debt | 136,593 | |||||
Secured debt | Aria Energy LLC | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 137,978 | |||||
Secured debt | New Credit Agreement - Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 3.34% | |||||
Long-term debt, gross | $ 220,000 | 0 | ||||
Debt instrument, principal amount | $ 220,000 | |||||
Secured debt | Comerica Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 4.50% | |||||
Debt instrument, principal amount | $ 12,000 | |||||
Senior secured notes | Wilmington Trust – 4.47% Term Note | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 4.47% | 4.47% | ||||
Long-term debt, gross | $ 60,828 | 0 | ||||
Debt instrument, principal amount | $ 60,800 | |||||
Senior secured notes | Wilmington Trust – 3.75% Term Note | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 3.75% | 3.75% | ||||
Long-term debt, gross | $ 66,558 | 0 | ||||
Debt instrument, principal amount | $ 72,500 | |||||
Line of credit | Aria Energy LLC | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 40,000 | |||||
Line of credit | Comerica Bank – Specific Advance Facility Note | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 0 | 4,319 | ||||
Loans payable | Comerica Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 0 | 12,000 | ||||
Notes payable | Aria Energy LLC | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 122,600 | 102,831 | ||||
Debt instrument, principal amount | $ 102,800 | |||||
Notes payable | Kubota Corporation – Term Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 0 | $ 46 |
Debt - Schedule of Future Matur
Debt - Schedule of Future Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Remainder of 2021 | $ 1,375 | |
2022 | 12,752 | |
2023 | 17,108 | |
2024 | 17,371 | |
2025 | 17,598 | |
Thereafter | 281,182 | |
Total | $ 347,386 | $ 16,365 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Sep. 15, 2021 | Jul. 26, 2021 | Jun. 10, 2021 | Sep. 30, 2015 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 01, 2021 | Jan. 15, 2021 | Nov. 10, 2020 |
Debt Instrument [Line Items] | |||||||||
Long-term debt outstanding | $ 347,386,000 | $ 16,365,000 | |||||||
Aria Energy LLC | LESPH | |||||||||
Debt Instrument [Line Items] | |||||||||
Ownership percentage | 100.00% | ||||||||
New Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility | $ 470,000,000 | ||||||||
New Credit Agreement | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, variable interest rate, floor rate | 0.00% | ||||||||
New Credit Agreement | Minimum | Prime rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, variable interest rate | 1.75% | ||||||||
New Credit Agreement | Maximum | Prime rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, variable interest rate | 3.25% | ||||||||
New Credit Agreement | Letters of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding | 14,700,000 | ||||||||
Other credit agreements | Letters of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding | 800,000 | ||||||||
Assai Senior Secured Notes | PEI | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash consideration | 30,000,000 | ||||||||
Line of credit | Aria Energy LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt outstanding | 40,000,000 | ||||||||
Line of credit | New Credit Agreement | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | 235,300,000 | |||||||
Long-term debt outstanding | 0 | ||||||||
Line of credit | Comerica | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 8,000,000 | ||||||||
Long-term debt outstanding | 0 | ||||||||
Line of credit | SAF Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt outstanding | 0 | 4,319,000 | |||||||
Line of credit | SAF Loan | Line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | ||||||||
Debt instrument, interest rate | 4.50% | ||||||||
Line of credit | Corporate Credit Account | Line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 3,500,000 | ||||||||
Line of credit | Comerica Bank - SAF Loan and Commercia Term Loan | Line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from secured debt | 17,000,000 | 16,300,000 | |||||||
Secured debt | Aria Energy LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 200,000,000 | ||||||||
Long-term debt outstanding | 137,978,000 | ||||||||
Term loan payment | $ 500,000 | ||||||||
Secured debt | Revolving credit facility | Aria Energy LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt outstanding | 40,200,000 | ||||||||
Secured debt | New Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, principal amount | 220,000,000 | ||||||||
Proceeds from secured debt | 220,000,000 | ||||||||
Long-term debt outstanding | $ 220,000,000 | 0 | |||||||
Debt instrument, interest rate | 3.34% | ||||||||
Secured debt | Comerica Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, principal amount | $ 12,000,000 | ||||||||
Debt instrument, interest rate | 4.50% | ||||||||
Senior secured notes | 3.75% Term Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, principal amount | $ 72,500,000 | ||||||||
Long-term debt outstanding | $ 66,558,000 | 0 | |||||||
Debt instrument, interest rate | 3.75% | 3.75% | |||||||
Senior secured notes | 4.47% Term Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, principal amount | $ 60,800,000 | ||||||||
Long-term debt outstanding | $ 60,828,000 | 0 | |||||||
Debt instrument, interest rate | 4.47% | 4.47% | |||||||
Senior secured notes | Assai Senior Secured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from senior long-term debt | $ 127,400,000 | ||||||||
Secured Promissory Notes | Secured Promissory Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, principal amount | $ 30,000,000 | ||||||||
Debt instrument term | 1 year | ||||||||
Secured Promissory Notes | $16.5m Secured Promissory Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, principal amount | $ 16,500,000 | ||||||||
Debt instrument, interest rate | 20.00% | ||||||||
Debt instrument, guaranteed minimum interest payable | $ 1,000,000 | ||||||||
Secured Promissory Notes | $13.5m Secured Promissory Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, principal amount | $ 13,500,000 | ||||||||
Debt instrument, interest rate | 7.50% | ||||||||
Secured Promissory Notes | Noble Guaranty | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 20.00% | ||||||||
Short-term debt | $ 3,200,000 | ||||||||
Loans | Paycheck Protection Program | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loan | 200,000 | ||||||||
Interest payable | 0 | ||||||||
Loans | Paycheck Protection Program | Gulf Coast Environmental Systems, LLC ("GCES") | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loan | 500,000 | ||||||||
Notes payable | Aria Energy LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, principal amount | $ 102,800,000 | ||||||||
Long-term debt outstanding | 122,600,000 | $ 102,831,000 | |||||||
Unpaid interest | $ 19,800,000 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Beginning Balance | $ 306 | $ 0 | $ 0 |
Liabilities acquired | 3,580 | 0 | |
Liabilities incurred | 0 | 306 | |
Accretion expense | 18 | $ 0 | |
Ending Balance | $ 3,904 | $ 306 |
Asset Retirement Obligations -
Asset Retirement Obligations - Aria Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 8 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||||
Beginning Balance | $ 306 | $ 306 | $ 0 | $ 0 |
Accretion expense | 18 | 0 | ||
Ending Balance | 3,904 | 306 | ||
Aria Energy LLC | ||||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||||
Beginning Balance | 3,408 | $ 3,408 | $ 6,536 | 6,536 |
Accretion expense | 172 | 456 | ||
Revision to estimated cash flows | 0 | 0 | ||
Transfer to liabilities classified as held for sale | 0 | (3,584) | ||
Settlement of asset retirement obligation | 0 | 0 | ||
Ending Balance | $ 3,580 | $ 3,408 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) $ / shares in Units, $ in Thousands | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 14, 2021USD ($) | Sep. 30, 2021MMBTUd$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)MMBTU | Nov. 30, 2021$ / shares | Apr. 07, 2021$ / shares | Apr. 06, 2020USD ($) | |
Class of Warrant or Right [Line Items] | |||||||
Warrant exercise price (in usd per share) | $ 11.50 | ||||||
Notional quantity, natural gas variable to fixed price swap agreement (energy) | MMBTU | 382,800 | ||||||
Sales Price Of Class A Common Stock, Equal Or Exceeds $10.00 Per Share | |||||||
Class of Warrant or Right [Line Items] | |||||||
Stock price (in usd per share) | $ 10 | ||||||
Threshold consecutive trading day period | d | 30 | ||||||
Sales Price Of Class A Common Stock, Equal Or Exceeds $18.00 Per Share | |||||||
Class of Warrant or Right [Line Items] | |||||||
Redemption price of outstanding warrants (in usd per share) | $ 0.01 | ||||||
Threshold trading days | d | 20 | ||||||
Natural Gas Swap | Aria Energy LLC | |||||||
Class of Warrant or Right [Line Items] | |||||||
Notional quantity, natural gas variable to fixed price swap agreement (energy) | MMBTU | 789,600 | ||||||
Derivative instrument, cash payments | $ | $ 500 | $ 1,100 | |||||
Interest Rate Cap | Aria Energy LLC | |||||||
Class of Warrant or Right [Line Items] | |||||||
Derivative, notional amount | $ | $ 110,000 | ||||||
Derivative, fixed interest rate (in percentage) | 1.00% | ||||||
Debt instrument, collateral fee | $ | $ 0 | $ 0 | |||||
Class A Units | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrant exercise price (in usd per share) | $ 11.50 | ||||||
Class A Units | Sales Price Of Class A Common Stock, Equal Or Exceeds $18.00 Per Share | |||||||
Class of Warrant or Right [Line Items] | |||||||
Stock price (in usd per share) | $ 18 | ||||||
Redeemable Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 12,112,492 | ||||||
Warrant exercise price (in usd per share) | $ 11.50 | ||||||
Redeemable Warrants | Forecast | Sales Price Of Class A Common Stock, Equal Or Exceeds $10.00 Per Share | |||||||
Class of Warrant or Right [Line Items] | |||||||
Redemption price of outstanding warrants (in usd per share) | $ 0.10 | ||||||
Public Warrant | Class A Units | |||||||
Class of Warrant or Right [Line Items] | |||||||
Redeemable warrants exchange ratio | 0.361 | ||||||
Private Placement | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 6,771,000 | ||||||
Warrants transferred | shares | 0 | ||||||
Private Placement | Class A Units | |||||||
Class of Warrant or Right [Line Items] | |||||||
Conversion of warrants to common stock (in shares) | shares | 1 |
Derivative Instruments - Estima
Derivative Instruments - Estimated Fair Value (Details) - Private Placement | Sep. 30, 2021$ / sharesyr | Sep. 15, 2021$ / sharesyr |
Stock price | ||
Class of Warrant or Right [Line Items] | ||
Private Placement Warrants Measurement Inputs | 18.94 | 18.05 |
Exercise price | ||
Class of Warrant or Right [Line Items] | ||
Private Placement Warrants Measurement Inputs | 11.50 | 11.50 |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Private Placement Warrants Measurement Inputs | 0.463 | 0.458 |
Expected term (years) | ||
Class of Warrant or Right [Line Items] | ||
Private Placement Warrants Measurement Inputs | yr | 5 | 5 |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Private Placement Warrants Measurement Inputs | 0.0097 | 0.0079 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Warrant Liabilities (Details) - Public And Private Placement Warrants $ in Thousands | 1 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Warrant liabilities | $ 150,153 |
Change in fair value - Closing Date through September 30, 2021 | 10,477 |
Warrant liabilities | $ 160,630 |
Derivative Instruments - Balanc
Derivative Instruments - Balance Sheet Classification of Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Long-term Assets | Natural Gas Swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Natural gas swap asset (included in Other long-term assets) | $ 391 | $ 0 |
Derivative Liability | Warrant | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Warrant liabilities (included in Derivative liabilities) | $ (160,630) | $ 0 |
Derivative Instruments - Income
Derivative Instruments - Income Statement Effect of Gains and Losses Related to Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gains (losses), net on derivatives | $ (10,413) | $ 0 | $ (10,413) | $ 0 |
Natural Gas Swap | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gains (losses), net on derivatives | (10,413) | 0 | (10,413) | 0 |
Natural Gas Swap | Cost of energy | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gains (losses), net on derivatives | 0 | 0 | 0 | 0 |
Natural Gas Swap | Gain (loss) on gas swap contracts | Swap Contract | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gains (losses), net on derivatives | 64 | 0 | 64 | 0 |
Natural Gas Swap | Gain (loss) on warrant liabilities | Warrant | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gains (losses), net on derivatives | $ (10,477) | $ 0 | $ (10,477) | $ 0 |
Derivative Instruments - Predec
Derivative Instruments - Predecessor - Schedule of Balance Sheet Effect of Fair Value (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Swap | Aria Energy LLC | |
Derivative [Line Items] | |
Natural gas swap liability | $ 1,268 |
Derivative Instruments - Pred_2
Derivative Instruments - Predecessor - Schedule of Unrealized Gain (Loss) of Natural Gas Swaps (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended |
Sep. 14, 2021 | Sep. 30, 2020 | Sep. 14, 2021 | Sep. 30, 2020 | |
Aria Energy LLC | Natural Gas Swap | ||||
Derivative [Line Items] | ||||
Natural gas swap - unrealized gain (loss) | $ 574 | $ 261 | $ 1,129 | $ (61) |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest and Stockholders’ Equity (Details) | 9 Months Ended | ||
Sep. 30, 2021vote$ / sharesshares | Sep. 15, 2021shares | Dec. 31, 2020$ / sharesshares | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |
Preferred stock, par value per share (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, number of votes per share | vote | 1 | ||
Opco | |||
Class of Stock [Line Items] | |||
Ownership percentage by noncontrolling owners | 100.00% | ||
Opco | Total controlling interests | |||
Class of Stock [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 45.90% | ||
Opco | Nonredeemable Noncontrolling Interests | |||
Class of Stock [Line Items] | |||
Ownership percentage by noncontrolling owners | 54.10% | ||
Class B Units | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 190,000,000 | 190,000,000 | |
Common stock, par value per share (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares, outstanding (in shares) | 62,281,735 | 5,931,350 | 0 |
Common stock, shares issued (in shares) | 62,281,735 | 0 | |
Class A Units | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 | |
Common stock, par value per share (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares, outstanding (in shares) | 52,847,195 | 23,680,528 | 0 |
Common stock, shares issued (in shares) | 52,847,195 | 0 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Omnibus Incentive Plan (the "Plan") | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 11,300,000 | 11,300,000 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 500,000 | $ 500,000 | |
Series A unit awards | Series A Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 2,100,000 | $ 2,300,000 | $ 0 |
Number of vested awards (in shares) | 4,000 | ||
Number of unvested awards (in shares) | 0 | 0 | 4,500 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Plan Activities Related to Unvested Units (Details) - Series A unit awards - Series A Incentive Plan | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Series A Incentive Units [Roll Forward] | |
Nonvested beginning balance (in shares) | shares | 4,500 |
Granted (in shares) | shares | 1,500 |
Forfeited (in shares) | shares | (250) |
Vested (in shares) | shares | (5,750) |
Nonvested ending balance (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value (per share) [Roll Forward] | |
Nonvested beginning balance (in USD per share) | $ / shares | $ 0 |
Granted (in USD per share) | $ / shares | 1,566 |
Forfeited (in USD per share) | $ / shares | 0 |
Vested (in USD per share) | $ / shares | 409 |
Nonvested ending balance (in USD per share) | $ / shares | $ 0 |
Employee Benefit Plans - 401 (k
Employee Benefit Plans - 401 (k) Plans (Details) | 9 Months Ended |
Sep. 30, 2021plan | |
Defined Contribution Plan Disclosure [Line Items] | |
Number of defined contribution plans | 2 |
Employer matching contribution | 100.00% |
Aria Energy LLC | Pension Plan, First Contribution | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer matching contribution | 100.00% |
Employer matching contribution, percent of employees eligible compensation | 3.00% |
Aria Energy LLC | Pension Plan, Next Contribution | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer matching contribution | 50.00% |
Employer matching contribution, percent of employees eligible compensation | 2.00% |
Maximum | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer matching contribution, percent of employees eligible compensation | 5.00% |
Employee Benefit Plans - Define
Employee Benefit Plans - Defined Benefit Healthcare (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||
Service cost | $ 2 | $ 0 | $ 2 | $ 0 | ||
Interest cost | 4 | 0 | 4 | 0 | ||
Net periodic benefit cost | $ 6 | 0 | $ 6 | 0 | ||
Aria Energy LLC | ||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||
Service cost | $ 8 | 12 | $ 27 | 36 | ||
Interest cost | 19 | 26 | 64 | 77 | ||
Amortization of prior service cost | 2 | 3 | 8 | 9 | ||
Recognition of net actuarial loss | 17 | 22 | 57 | 66 | ||
Net periodic benefit cost | $ 46 | $ 63 | $ 156 | $ 188 |
Provision for Income Tax (Detai
Provision for Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 0 | $ 0 | $ 0 | $ 0 |
Effective income tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
Net Earnings (Loss) Per Share_2
Net Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Class A Common Stock, Average number of shares outstanding - basic (in shares) | [1] | 52,847,195 | 0 | 52,847,195 | 0 |
Class A Common Stock, Average number of shares outstanding - diluted (in shares) | [1] | 52,847,195 | 0 | 52,847,195 | 0 |
Net income (loss) per share of Class A Common Stock | |||||
Basic (in usd per share) | [1] | $ (0.13) | $ 0 | $ (0.13) | $ 0 |
Diluted (in usd per share) | [1] | $ (0.13) | $ 0 | $ (0.13) | $ 0 |
Class A Units | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Net income (loss) attributable to Class A Common Stock | $ (7,011) | $ 0 | $ (7,011) | $ 0 | |
Class A Common Stock, Average number of shares outstanding - basic (in shares) | 52,847,195 | 0 | 52,847,195 | 0 | |
Class A Common Stock, Average number of shares outstanding - diluted (in shares) | 52,847,195 | 0 | 52,847,195 | 0 | |
Class A Common Stock, Excluded due to anti-dilutive effect (in shares) | 7,804,055 | 0 | 7,804,055 | 0 | |
Net income (loss) per share of Class A Common Stock | |||||
Basic (in usd per share) | $ (0.13) | $ 0 | $ (0.13) | $ 0 | |
Diluted (in usd per share) | $ (0.13) | $ 0 | $ (0.13) | $ 0 | |
[1] | Class A Common Stock is outstanding beginning September 15, 2021 due to the reverse recapitalization transaction as described in Note 4. |
Segment Information - Narrative
Segment Information - Narrative (Details) - segment | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting [Abstract] | ||||
Reporting segment | 2 | 2 | 2 | 2 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted EBITDA to Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting [Abstract] | ||||
Income (loss) before income taxes | $ (21,341) | $ (602) | $ (31,770) | $ (1,819) |
Interest expense | 1,586 | 0 | 1,606 | 0 |
Depreciation, amortization and accretion | 3,142 | 34 | 4,077 | 101 |
EBITDA | $ (16,613) | $ (568) | $ (26,087) | $ (1,718) |
Segment Information - Financial
Segment Information - Financial Information For Reportable Segment (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||||
Total revenues | $ 11,986 | $ 1,904 | $ 18,768 | $ 4,496 | ||||
Net income (loss) | $ (7,067) | $ (6,012) | (21,341) | (602) | $ (16,442) | (31,770) | (1,819) | |
EBITDA | (16,613) | (568) | (26,087) | (1,718) | ||||
Gains (losses), net on derivatives | (10,413) | 0 | (10,413) | 0 | ||||
Goodwill | 27,011 | 27,011 | 27,011 | $ 2,754 | ||||
Assets | 1,387,245 | 1,387,245 | 1,387,245 | 74,281 | ||||
Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenues | 11,986 | 1,904 | 18,768 | 4,496 | ||||
Intersegment Eliminations | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenues | 0 | 0 | 0 | 0 | ||||
RNG | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenues | 5,963 | 0 | 6,785 | 34 | ||||
Net income (loss) | 28 | (19) | (1,538) | (102) | ||||
EBITDA | 1,916 | (19) | 585 | (102) | ||||
Goodwill | 27,011 | 27,011 | 27,011 | 2,754 | ||||
RNG | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenues | 5,963 | 0 | 6,785 | 34 | ||||
RNG | Intersegment Eliminations | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenues | 0 | 0 | 0 | 0 | ||||
Power | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenues | 5,170 | 0 | 7,407 | 0 | ||||
Net income (loss) | (320) | (5) | (2,150) | (5) | ||||
EBITDA | 884 | (5) | (316) | (5) | ||||
Goodwill | 0 | 0 | 0 | 0 | ||||
Power | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenues | 5,158 | 0 | 7,395 | 0 | ||||
Power | Intersegment Eliminations | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenues | 12 | 0 | 12 | 0 | ||||
Corporate and Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenues | 853 | 1,904 | 4,576 | 4,462 | ||||
Net income (loss) | (21,049) | (578) | (28,082) | (1,712) | ||||
EBITDA | (19,413) | (544) | (26,356) | (1,611) | ||||
Goodwill | $ 0 | 0 | 0 | $ 0 | ||||
Corporate and Other | Operating Segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenues | 865 | 1,904 | 4,588 | 4,462 | ||||
Corporate and Other | Intersegment Eliminations | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Total revenues | $ (12) | $ 0 | $ (12) | $ 0 |
Segment Information - Aria Segm
Segment Information - Aria Segment Reporting (Details) - USD ($) | Jun. 10, 2021 | Sep. 30, 2021 | Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Segment Reporting Information [Line Items] | ||||||||
Net income (loss) | $ (7,067,000) | $ (6,012,000) | $ (21,341,000) | $ (602,000) | $ (16,442,000) | $ (31,770,000) | $ (1,819,000) | |
Depreciation, amortization and accretion | 3,142,000 | 34,000 | 4,077,000 | 101,000 | ||||
Interest expense | 1,586,000 | 0 | 1,606,000 | 0 | ||||
EBITDA | (16,613,000) | (568,000) | (26,087,000) | (1,718,000) | ||||
Amortization of intangibles and below-market contracts | 205,000 | 0 | 205,000 | 0 | ||||
Gains (losses), net on derivatives | 10,413,000 | 0 | 10,413,000 | 0 | ||||
Aria Energy LLC | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net income (loss) | (534,000) | 532,000 | 84,520,000 | (6,071,000) | ||||
Depreciation, amortization and accretion | 4,634,000 | 7,801,000 | 15,948,000 | 23,381,000 | ||||
Interest expense | 2,053,000 | 4,765,000 | 10,729,000 | 14,429,000 | ||||
EBITDA | 111,197,000 | 31,739,000 | ||||||
Amortization of intangibles and below-market contracts | 785,000 | 917,000 | 2,693,000 | 2,752,000 | ||||
Gain on disposal of assets | 0 | 0 | (1,347,000) | 0 | ||||
Gains (losses), net on derivatives | (574,000) | (261,000) | (1,129,000) | 61,000 | ||||
Debt forbearance costs | 990,000 | 907,000 | ||||||
Gain on extinguishment of debt | $ (61,400,000) | $ 0 | 0 | (61,411,000) | 0 | |||
Costs related to sale of equity | 18,629,000 | 196,000 | ||||||
Adjusted EBITDA | 69,622,000 | 35,655,000 | ||||||
RNG | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net income (loss) | 28,000 | (19,000) | (1,538,000) | (102,000) | ||||
EBITDA | 1,916,000 | (19,000) | 585,000 | (102,000) | ||||
RNG | Aria Energy LLC | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net income (loss) | 59,066,000 | 19,308,000 | ||||||
Depreciation, amortization and accretion | 6,447,000 | 6,729,000 | ||||||
Interest expense | 0 | 0 | ||||||
EBITDA | 65,513,000 | 26,037,000 | ||||||
Amortization of intangibles and below-market contracts | 2,516,000 | 2,674,000 | ||||||
Gain on disposal of assets | 0 | |||||||
Gains (losses), net on derivatives | (1,129,000) | 61,000 | ||||||
Debt forbearance costs | 0 | 0 | ||||||
Gain on extinguishment of debt | 0 | |||||||
Costs related to sale of equity | 0 | 0 | ||||||
Adjusted EBITDA | 66,900,000 | 28,772,000 | ||||||
Power | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net income (loss) | (320,000) | (5,000) | (2,150,000) | (5,000) | ||||
EBITDA | 884,000 | (5,000) | (316,000) | (5,000) | ||||
Power | Aria Energy LLC | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net income (loss) | 66,431,000 | (161,000) | ||||||
Depreciation, amortization and accretion | 9,467,000 | 16,592,000 | ||||||
Interest expense | 0 | 0 | ||||||
EBITDA | 75,898,000 | 16,431,000 | ||||||
Amortization of intangibles and below-market contracts | 177,000 | 78,000 | ||||||
Gain on disposal of assets | (1,347,000) | |||||||
Gains (losses), net on derivatives | 0 | 0 | ||||||
Debt forbearance costs | 0 | 0 | ||||||
Gain on extinguishment of debt | (61,411,000) | |||||||
Costs related to sale of equity | 0 | 0 | ||||||
Adjusted EBITDA | 13,317,000 | 16,509,000 | ||||||
Corporate and Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net income (loss) | (21,049,000) | (578,000) | (28,082,000) | (1,712,000) | ||||
EBITDA | $ (19,413,000) | $ (544,000) | $ (26,356,000) | (1,611,000) | ||||
Corporate and Other | Aria Energy LLC | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net income (loss) | (40,977,000) | (25,218,000) | ||||||
Depreciation, amortization and accretion | 34,000 | 60,000 | ||||||
Interest expense | 10,729,000 | 14,429,000 | ||||||
EBITDA | (30,214,000) | (10,729,000) | ||||||
Amortization of intangibles and below-market contracts | 0 | 0 | ||||||
Gain on disposal of assets | 0 | |||||||
Gains (losses), net on derivatives | 0 | 0 | ||||||
Debt forbearance costs | 990,000 | 907,000 | ||||||
Gain on extinguishment of debt | 0 | |||||||
Costs related to sale of equity | 18,629,000 | 196,000 | ||||||
Adjusted EBITDA | $ (10,595,000) | $ (9,626,000) |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Two Joint Ventures | Mavrix and Sunshine Gas Producers | Aria Energy LLC | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from joint venture | $ 0.3 | |
Affiliated Entity | RNG Plant Construction Contract | ||
Related Party Transaction [Line Items] | ||
Contract price | $ 19.9 | |
Advance on project | 19.5 | |
Prepaid expense | $ 12.5 |
Related Party Transactions - Ar
Related Party Transactions - Aria Related Party Transactions (Details) - Aria Energy LLC - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended |
Sep. 14, 2021 | Sep. 30, 2021 | Sep. 14, 2021 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Sales of construction services | $ 8 | $ 2,705 | $ 32 | $ 9,950 |
Sales of operations and maintenance services | 214 | 482 | 1,215 | 1,332 |
Sales of administrative and other services | $ 25 | $ 105 | $ 221 | $ 305 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | 1 Months Ended |
Oct. 31, 2021USD ($)landfill | |
Subsequent Event [Line Items] | |
Number of landfills acquired | landfill | 4 |
Consideration transferred for asset acquisition | $ | $ 30.3 |
Capital - Predecessor (Details)
Capital - Predecessor (Details) - Aria Energy LLC shares in Thousands | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |
Shares issued (in shares) | 452,846 |
1.00 Price Per Share | |
Class of Stock [Line Items] | |
Price per share (in usd per share) | $ / shares | $ 1 |
Shares issued (in shares) | 441,482 |
0.10 Price Per Share | |
Class of Stock [Line Items] | |
Price per share (in usd per share) | $ / shares | $ 0.10 |
Shares issued (in shares) | 0 |
0.88 Price Per Share | |
Class of Stock [Line Items] | |
Price per share (in usd per share) | $ / shares | $ 0.88 |
Shares issued (in shares) | 11,364 |
Class A | |
Class of Stock [Line Items] | |
Shares outstanding (in shares) | 452,846 |
Class A | 1.00 Price Per Share | |
Class of Stock [Line Items] | |
Shares outstanding (in shares) | 441,482 |
Class A | 0.10 Price Per Share | |
Class of Stock [Line Items] | |
Shares outstanding (in shares) | 0 |
Class A | 0.88 Price Per Share | |
Class of Stock [Line Items] | |
Shares outstanding (in shares) | 11,364 |
Class B | |
Class of Stock [Line Items] | |
Shares issued (in shares) | 27,120 |
Shares outstanding (in shares) | 27,120 |
Class B | 1.00 Price Per Share | |
Class of Stock [Line Items] | |
Shares issued (in shares) | 27,120 |
Shares outstanding (in shares) | 27,120 |
Class B | 0.10 Price Per Share | |
Class of Stock [Line Items] | |
Shares issued (in shares) | 0 |
Shares outstanding (in shares) | 0 |
Class B | 0.88 Price Per Share | |
Class of Stock [Line Items] | |
Shares issued (in shares) | 0 |
Shares outstanding (in shares) | 0 |
Class C | |
Class of Stock [Line Items] | |
Shares issued (in shares) | 9 |
Shares outstanding (in shares) | 9 |
Class C | 1.00 Price Per Share | |
Class of Stock [Line Items] | |
Shares issued (in shares) | 0 |
Shares outstanding (in shares) | 0 |
Class C | 0.10 Price Per Share | |
Class of Stock [Line Items] | |
Shares issued (in shares) | 9 |
Shares outstanding (in shares) | 9 |
Class C | 0.88 Price Per Share | |
Class of Stock [Line Items] | |
Shares issued (in shares) | 0 |
Shares outstanding (in shares) | 0 |