Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 04, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | LFG | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 433.8 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the 2022 Annual Meeting of Stockholders, to be filed no later than 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Central Index Key | 0001823766 | ||
Class A Units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 65,247,198 | ||
Class B Units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 54,224,378 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor [Line Items] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Philadelphia, Pennsylvania |
Aria Energy LLC | |
Auditor [Line Items] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Detroit, Michigan |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 77,860 | $ 1,496 |
Restricted cash | 15,206 | 0 |
Accounts receivable, net | 37,010 | 1,780 |
Inventory | 9,164 | 0 |
Prepaid expenses and other current assets | 21,225 | 4,730 |
Total Current Assets | 160,465 | 8,006 |
Property, plant and equipment, net | 350,583 | 52,368 |
Intangible assets, net | 638,471 | 8,693 |
Goodwill | 29,211 | 2,754 |
Equity method investments | 262,738 | 0 |
Other non-current assets | 9,721 | 2,460 |
Assets | 1,451,189 | 74,281 |
Current Liabilities | ||
Accounts payable - trade | 11,096 | 14,845 |
Current portion of long-term debt, net | 11,378 | 1,302 |
Accrued and other current liabilities | 46,279 | 8,270 |
Total Current Liabilities | 68,753 | 24,417 |
Total long-term debt | 331,396 | 14,773 |
Derivative liabilities | 67,424 | 0 |
Below-market contracts | 142,630 | 0 |
Asset retirement obligations | 4,677 | 306 |
Other long-term liabilities | 5,316 | 3,294 |
Liabilities | 620,196 | 42,790 |
Commitments and Contingencies | ||
Redeemable Noncontrolling Interests | 993,301 | 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 | (162,320) | |
Total Stockholders' Equity | (162,308) | |
Nonredeemable noncontrolling interests | 0 | 717 |
Total Equity | (162,308) | 31,491 |
Total Liabilities, Redeemable Noncontrolling Interests and Equity | 1,451,189 | $ 74,281 |
Class A Units | ||
Stockholders' Equity | ||
Common stock | 7 | |
Class B Units | ||
Stockholders' Equity | ||
Common stock | $ 5 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Predecessor - USD ($) $ in Thousands | Sep. 14, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 1,496 | |
Accounts receivable, net | 1,780 | |
Inventory | 0 | |
Prepaid expenses and other current assets | 4,730 | |
Total Current Assets | 8,006 | |
Property, plant and equipment, net | 52,368 | |
Equity method investments | 0 | |
Other non-current assets | 2,460 | |
Assets | 74,281 | |
Current Liabilities | ||
Accounts payable - trade | 14,845 | |
Current portion of long-term debt, net | 1,302 | |
Accrued and other current liabilities | 8,270 | |
Total Current Liabilities | 24,417 | |
Long-term debt, net | 14,773 | |
Derivative liabilities | 0 | |
Below-market contracts | 0 | |
Asset retirement obligations | 306 | |
Other long-term liabilities | 3,294 | |
Liabilities | 42,790 | |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Nonredeemable noncontrolling interests | 717 | |
Total Equity | 31,491 | |
Total Liabilities, Redeemable Noncontrolling Interests and Equity | 74,281 | |
Aria Energy LLC | ||
Current Assets | ||
Cash and cash equivalents | $ 4,903 | 14,257 |
Accounts receivable, net | 27,338 | 20,727 |
Inventory | 9,015 | 7,770 |
Prepaid expenses and other current assets | 3,834 | 3,768 |
Assets held for sale | 0 | 70,034 |
Total Current Assets | 45,090 | 116,556 |
Property, plant and equipment, net | 63,829 | 70,759 |
Intangible assets, net | 117,737 | 126,922 |
Equity method investments | 86,200 | 77,993 |
Other non-current assets | 882 | 689 |
Assets | 313,738 | 392,919 |
Current Liabilities | ||
Accounts payable - trade | 2,439 | 1,570 |
Current portion of long-term debt, net | 90,430 | 102,831 |
Accrued and other current liabilities | 25,210 | 25,736 |
Liabilities held for sale | 0 | 12,534 |
Total Current Liabilities | 118,079 | 142,671 |
Long-term debt, net | 0 | 136,593 |
Derivative liabilities | 0 | 1,268 |
Below-market contracts | 3,935 | 5,769 |
Asset retirement obligations | 3,580 | 3,408 |
Other long-term liabilities | 5,351 | 5,150 |
Liabilities | 130,945 | 294,859 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Accumulated deficit | (134,726) | (218,957) |
Accumulated other comprehensive loss | (1,136) | (1,349) |
Total Stockholders' Equity | 182,793 | 98,349 |
Nonredeemable noncontrolling interests | 0 | (289) |
Total Equity | 182,793 | 98,060 |
Total Liabilities, Redeemable Noncontrolling Interests and Equity | 313,738 | 392,919 |
Class A Units | Aria Energy LLC | ||
Stockholders' Equity | ||
Common stock | 299,327 | 299,327 |
Class B Units | Aria Energy LLC | ||
Stockholders' Equity | ||
Common stock | 19,327 | 19,327 |
Class C Units | Aria Energy LLC | ||
Stockholders' Equity | ||
Common stock | $ 1 | $ 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenues and Other Income | |||
Revenue | $ 73,688 | $ 6,523 | |
Amortization of intangibles and below-market contracts | 3,438 | 0 | |
Total revenues | 77,126 | 6,523 | |
Equity Investment Income, Net | 5,653 | 0 | |
Cost of Sales | |||
Cost of energy | 41,626 | 0 | |
Cost of other revenues | 4,862 | 4,752 | |
Depreciation, amortization and accretion | 16,025 | 137 | |
Total Cost of Sales | 62,513 | 4,889 | |
General and administrative expenses | 43,827 | 4,371 | |
Operating Income (Loss) | (23,561) | (2,737) | |
Other Income (Expense) | |||
Interest Expense | (4,797) | (20) | |
Gain (loss) on derivative contracts | (3,727) | 0 | |
Other income (expense) | 1,164 | 521 | |
Total Other Income (Expense) | (7,360) | 501 | |
Income (Loss) Before Income Taxes | (30,921) | (2,236) | |
Income tax benefit | 0 | 0 | |
Net income (loss) | (30,921) | (2,236) | |
Net income (loss) attributable to nonredeemable noncontrolling interests | (712) | 236 | |
Net income (loss) attributable to Legacy Archaea | (18,744) | (2,472) | |
Net income (loss) attributable to redeemable noncontrolling interests | $ (6,312) | $ 0 | |
Net income (loss) per Class A common share: | |||
Basic (in usd per share) | $ (0.09) | $ 0 | |
Diluted (in usd per share) | $ (0.09) | $ 0 | |
Weighted average shares of Class A Common Stock outstanding: | |||
Basic (in shares) | [1] | 56,465,786 | 0 |
Diluted (in shares) | [1] | 56,465,786 | 0 |
Class A Units | |||
Other Income (Expense) | |||
Net income (loss) attributable to Class A Common Stock | $ (5,153) | $ 0 | |
Net income (loss) per Class A common share: | |||
Basic (in usd per share) | $ (0.09) | $ 0 | |
Diluted (in usd per share) | $ (0.09) | $ 0 | |
Weighted average shares of Class A Common Stock outstanding: | |||
Basic (in shares) | 56,466,000 | 0 | |
Diluted (in shares) | 56,466,000 | 0 | |
Energy revenue | |||
Revenues and Other Income | |||
Revenue | $ 67,871 | $ 0 | |
Other revenue | |||
Revenues and Other Income | |||
Revenue | $ 5,817 | $ 6,523 | |
[1] | Class A Common Stock is outstanding beginning September 15, 2021 due to the reverse recapitalization transaction as described in Note 4. |
Consolidated Statements of Op_2
Consolidated Statements of Operations - Predecessor - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues and Other Income | |||
Revenue | $ 73,688 | $ 6,523 | |
Amortization of intangibles and below-market contracts | 3,438 | 0 | |
Total revenues | 77,126 | 6,523 | |
Equity Investment Income, Net | 5,653 | 0 | |
Cost of Sales | |||
Cost of energy | 41,626 | 0 | |
Cost of other revenues | 4,862 | 4,752 | |
Depreciation, amortization and accretion | 16,025 | 137 | |
Total Cost of Sales | 62,513 | 4,889 | |
General and administrative expenses | 43,827 | 4,371 | |
Operating Income (Loss) | (23,561) | (2,737) | |
Other Income (Expense) | |||
Interest Expense | (4,797) | (20) | |
Gain (loss) on derivative contracts | (3,727) | 0 | |
Other income (expense) | 1,164 | 521 | |
Total Other Income (Expense) | (7,360) | 501 | |
Net income (loss) | $ (19,278) | (30,921) | (2,236) |
Energy revenue | |||
Revenues and Other Income | |||
Revenue | $ 67,871 | 0 | |
Aria Energy LLC | |||
Revenues and Other Income | |||
Revenue | 120,282 | 142,563 | |
Amortization of intangibles and below-market contracts | (2,693) | (3,682) | |
Total revenues | 117,589 | 138,881 | |
Equity Investment Income, Net | 19,777 | 9,298 | |
Cost of Sales | |||
Cost of energy | 56,291 | 72,519 | |
Cost of other revenues | 30 | 9,507 | |
Depreciation, amortization and accretion | 15,948 | 30,564 | |
Total Cost of Sales | 72,269 | 112,590 | |
Gain on disposal of assets | (1,347) | 0 | |
Impairment of assets | 0 | 25,293 | |
General and administrative expenses | 33,737 | 20,782 | |
Operating Income (Loss) | 32,707 | (10,486) | |
Other Income (Expense) | |||
Interest Expense | (10,729) | (19,305) | |
Gain (loss) on derivative contracts | 1,129 | (135) | |
Gain on extinguishment of debt | 61,411 | 0 | |
Other income (expense) | 2 | 3 | |
Total Other Income (Expense) | 51,813 | (19,437) | |
Net income (loss) | 84,520 | (29,923) | |
Net income attributable to noncontrolling interest | 289 | 78 | |
Net Income (Loss) Attributable to Controlling Interest | 84,231 | (30,001) | |
Aria Energy LLC | Energy revenue | |||
Revenues and Other Income | |||
Revenue | 120,250 | 132,580 | |
Aria Energy LLC | Construction revenue | |||
Revenues and Other Income | |||
Revenue | $ 32 | $ 9,983 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - Predecessor - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Sep. 14, 2021 | Dec. 31, 2020 | |
Net income (loss) | $ (19,278) | $ (2,236) |
Aria Energy LLC | ||
Net income (loss) | 84,520 | (29,923) |
Other Comprehensive Income (Loss) | ||
Net actuarial income | 213 | (45) |
Other Comprehensive Income (Loss) | 84,733 | (29,968) |
Comprehensive income attributable to noncontrolling interest | 289 | 78 |
Comprehensive Income (Loss) Attributable to Controlling Interest | $ 84,444 | $ (30,046) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Class A Units | Class B UnitsAria Energy LLC | Redeemable Noncontrolling Interests | Members' Equity | Members' Accumulated Deficit | Common StockClass A Units | Common StockClass B Units | Common StockClass B UnitsAria Energy LLC | Additional Paid-in Capital | Additional Paid-in CapitalClass B UnitsAria Energy LLC | Accumulated Deficit | Accumulated DeficitClass A Units | Nonredeemable Noncontrolling Interests |
Beginning balance at Dec. 31, 2019 | $ 0 | |||||||||||||
Ending balance at Dec. 31, 2020 | $ 0 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2019 | 787 | $ 2,470 | $ (1,683) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) | (2,236) | (2,473) | 237 | |||||||||||
Members' equity contributions | 32,460 | 32,460 | ||||||||||||
Noncontrolling interest in acquired business acquisition | 480 | 480 | ||||||||||||
Ending balance at Dec. 31, 2020 | 31,491 | 34,930 | (4,156) | 0 | 0 | 0 | 0 | 717 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) | (19,278) | (18,744) | (534) | |||||||||||
Beginning balance at Dec. 31, 2020 | 0 | 0 | ||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Reclassification to redeemable noncontrolling interest | 408,762 | |||||||||||||
Exchange of Class A Opco Units and Class B Common Stock for Class A Common Stock | (132,720) | |||||||||||||
Net income (loss) after Closing | (6,312) | |||||||||||||
Adjustment of redeemable noncontrolling interests to redemption amount | 723,571 | |||||||||||||
Ending balance at Dec. 31, 2021 | 993,301 | 993,301 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 31,491 | 34,930 | (4,156) | 0 | 0 | 0 | 0 | 717 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) | (30,921) | |||||||||||||
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) | 22,900 | 3 | 37,346 | (22,900) | ||||||||
Net cash contribution from the reverse recapitalization and PIPE Financing, net of warrant liability | 346,272 | 5 | 1 | 346,266 | ||||||||||
Issuance of Class B Common Stock in Aria Merger | $ 394,910 | $ 2 | $ 394,908 | |||||||||||
Reclassification to redeemable noncontrolling interest | (408,762) | (431,662) | 22,900 | |||||||||||
Warrant exercises | 193,541 | 1 | 193,540 | |||||||||||
Exchange of Class A Opco Units and Class B Common Stock for Class A Common Stock | 132,720 | 1 | (1) | 132,720 | ||||||||||
Retirement of Class A Common Stock | $ (107,690) | $ (107,690) | ||||||||||||
Share-based compensation expense | 2,721 | 2,721 | ||||||||||||
Shares withheld for taxes on net settled awards | (950) | (950) | ||||||||||||
Acquisition of nonredeemable noncontrolling interests | (800) | (795) | (5) | |||||||||||
Adjustment of redeemable noncontrolling interests to redemption amount | (723,571) | (674,094) | (49,477) | |||||||||||
Ending balance at Dec. 31, 2021 | (162,308) | 0 | 0 | 7 | 5 | 0 | (162,320) | 0 | ||||||
Ending balance at Dec. 31, 2021 | 993,301 | $ 993,301 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) | (5,331) | (5,153) | (178) | |||||||||||
Ending balance at Dec. 31, 2021 | $ (162,308) | $ 0 | $ 0 | $ 7 | $ 5 | $ 0 | $ (162,320) | $ 0 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity - Predecessor - USD ($) $ in Thousands | Total | Aria Energy LLC | Common StockClass A Units | Common StockClass A UnitsAria Energy LLC | Common StockClass B Units | Common StockClass B UnitsAria Energy LLC | Common StockClass C UnitsAria Energy LLC | Accumulated Deficit | Accumulated DeficitAria Energy LLC | Accumulated Other Comprehensive (Loss) IncomeAria Energy LLC | Total controlling interestsAria Energy LLC | Nonredeemable Noncontrolling Interests | Nonredeemable Noncontrolling InterestsAria Energy LLC |
Beginning balance at Dec. 31, 2019 | $ 787 | $ 128,129 | $ 0 | $ 299,327 | $ 0 | $ 19,327 | $ 1 | $ 0 | $ (188,956) | $ (1,304) | $ 128,395 | $ 0 | $ (266) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | (2,236) | (29,923) | (30,001) | (30,001) | 237 | 78 | |||||||
Adjustments for postretirement plan | (45) | (45) | (45) | ||||||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | (101) | (101) | |||||||||||
Ending balance at Dec. 31, 2020 | 31,491 | 98,060 | 0 | 299,327 | 0 | 19,327 | 1 | 0 | (218,957) | (1,349) | 98,349 | 717 | (289) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | (19,278) | 84,520 | 84,231 | 84,231 | (534) | 289 | |||||||
Adjustments for postretirement plan | 213 | 213 | 213 | ||||||||||
Ending balance at Sep. 14, 2021 | 182,793 | 299,327 | 19,327 | 1 | (134,726) | (1,136) | 182,793 | 0 | |||||
Beginning balance at Dec. 31, 2020 | 31,491 | 98,060 | 0 | 299,327 | 0 | 19,327 | 1 | 0 | (218,957) | (1,349) | 98,349 | 717 | (289) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | (30,921) | ||||||||||||
Ending balance at Dec. 31, 2021 | (162,308) | 7 | 5 | (162,320) | 0 | ||||||||
Beginning balance at Sep. 14, 2021 | $ 182,793 | $ 299,327 | $ 19,327 | $ 1 | $ (134,726) | $ (1,136) | $ 182,793 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | (5,331) | (5,153) | (178) | ||||||||||
Ending balance at Dec. 31, 2021 | $ (162,308) | $ 7 | $ 5 | $ (162,320) | $ 0 |
Consolidated Statement of Cashf
Consolidated Statement of Cashflows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows from operating activities | |||
Net income (loss) | $ (30,921) | $ (2,236) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation, amortization and accretion expense | 16,025 | 137 | |
Amortization of debt issuance costs | 1,309 | 0 | |
Amortization of intangibles and below-market contracts | (1,479) | 0 | |
Bad debt expense | 353 | 76 | |
Return on investment in equity method investments | 8,273 | 0 | |
Equity in earnings of equity method investments | (5,653) | 0 | |
Total (gains) losses on derivatives, net | 3,727 | 0 | |
Net cash received in settlement of derivatives | 80 | 0 | |
Forgiveness of Paycheck Protection Loan | (201) | (491) | |
Stock-based compensation expense | 5,071 | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (6,940) | (1,385) | |
Inventory | (149) | 0 | |
Prepaid expenses and other current assets | (7,660) | (3,252) | |
Accounts payable - trade | (211) | (246) | |
Accrued and other liabilities | 276 | 1,563 | |
Other non-current assets | (4,231) | 0 | |
Other long-term liabilities | (5,781) | 0 | |
Net cash used in operating activities | (28,112) | (5,834) | |
Cash flows from investing activities | |||
Acquisition of Aria, net of cash acquired | (463,334) | 0 | |
Acquisition of assets and businesses, excluding Aria | (61,830) | (14,249) | |
Additions to property, plant and equipment | (139,467) | (20,169) | |
Purchases of biogas rights | (7,802) | (7,901) | |
Contributions to equity method investments | (22,175) | 0 | |
Return of investment in equity method investments | 57 | 0 | |
Net cash used in investing activities | (694,551) | (42,319) | |
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 | 367,930 | 16,075 | |
Repayments of long-term debt | (48,415) | 0 | |
Proceeds from PPP Loan | 0 | 691 | |
Proceeds from reverse recapitalization and PIPE Financing | 496,425 | 0 | |
Capital contributions | 70 | 32,460 | |
Proceeds from exercise of warrants | 107,663 | 0 | |
Repurchase of Class A Common Stock | (107,690) | 0 | |
Taxes paid on net share settled stock-based compensation awards | (950) | 0 | |
Acquisition of nonredeemable noncontrolling interest | (800) | 0 | |
Net cash provided by financing activities | 814,233 | 49,226 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 91,570 | 1,073 | |
Cash, cash equivalents and restricted cash - beginning of period | 1,496 | 423 | |
Cash, cash equivalents and restricted cash - end of period | 93,066 | 1,496 | |
Supplemental cash flow information | |||
Cash paid for interest | [1] | 3,903 | 44 |
Non-cash investing activities | |||
Accruals of property, plant and equipment and biogas rights incurred but not paid | $ 20,296 | $ 17,542 | |
[1] | Net of capitalized interest of $7.9 million and $0.6 million for the years ended December 31, 2021 and 2020, respectively. |
Consolidated Statement of Cas_2
Consolidated Statement of Cashflows - Predecessor - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows from operating activities | ||||
Net income (loss) | $ (19,278) | $ (30,921) | $ (2,236) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation, amortization and accretion expense | 16,025 | 137 | ||
Amortization of debt issuance costs | 1,309 | 0 | ||
Amortization of intangibles and below-market contracts | (4,400) | |||
Return on investment in equity method investments | 8,273 | 0 | ||
Total (gains) losses on derivatives, net | 3,727 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (6,940) | (1,385) | ||
Inventory | (149) | 0 | ||
Prepaid expenses and other current assets | (7,660) | (3,252) | ||
Other non-current assets | (4,231) | 0 | ||
Accounts payable - trade | (211) | (246) | ||
Accrued and other liabilities | 276 | 1,563 | ||
Net cash used in operating activities | (28,112) | (5,834) | ||
Cash flows from investing activities | ||||
Additions to property, plant and equipment | (139,467) | (20,169) | ||
Net cash used in investing activities | (694,551) | (42,319) | ||
Cash flows from financing activities | ||||
Borrowings on line of credit agreement | 12,478 | 0 | ||
Repayments of long-term debt | (48,415) | 0 | ||
Acquisition of nonredeemable noncontrolling interest | (800) | 0 | ||
Net cash provided by financing activities | 814,233 | 49,226 | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | 91,570 | 1,073 | ||
Cash, cash equivalents and restricted cash - beginning of period | 1,496 | 1,496 | 423 | |
Cash, cash equivalents and restricted cash - end of period | 93,066 | 1,496 | ||
Supplemental cash flow information | ||||
Cash paid for interest | [1] | 3,903 | 44 | |
Aria Energy LLC | ||||
Cash flows from operating activities | ||||
Net income (loss) | 84,520 | (29,923) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation, amortization and accretion expense | 15,948 | 30,564 | ||
Impairment of assets | 0 | 25,293 | ||
Gain on disposal of assets | (1,573) | 0 | ||
Amortization of debt issuance costs | 699 | 1,382 | ||
Amortization of intangibles and below-market contracts | 859 | 1,238 | ||
Return on investment in equity method investments | 19,518 | 13,016 | ||
Equity in earnings of equity method investments | (19,777) | (8,823) | ||
Total (gains) losses on derivatives, net | (1,268) | (1,246) | ||
Gain on extinguishment of debt | (61,411) | 0 | ||
Net periodic benefit cost | 106 | 106 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (4,728) | (5,835) | ||
Inventory | (1,318) | (140) | ||
Prepaid expenses and other current assets | (143) | (966) | ||
Other non-current assets | (196) | 368 | ||
Accounts payable - trade | 478 | (131) | ||
Accrued and other liabilities | 19,231 | 6,126 | ||
Net cash used in operating activities | 50,945 | 31,029 | ||
Cash flows from investing activities | ||||
Additions to property, plant and equipment | (2,318) | (2,324) | ||
Contributions to equity method investments | (8,430) | (13,020) | ||
Net cash used in investing activities | (10,748) | (15,344) | ||
Cash flows from financing activities | ||||
Payments on note payable and revolving credit agreement | 0 | (16,408) | ||
Borrowings on line of credit agreement | 0 | 8,000 | ||
Repayments of long-term debt | (49,551) | |||
Acquisition of nonredeemable noncontrolling interest | 0 | (101) | ||
Net cash provided by financing activities | (49,551) | (8,509) | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | (9,354) | 7,176 | ||
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 | 14,257 | ||
Supplemental cash flow information | ||||
Cash paid for interest | 5,940 | 11,617 | ||
Non-cash investing activities | ||||
Accruals of property and equipment incurred but not yet paid | $ 25 | $ 151 | ||
[1] | Net of capitalized interest of $7.9 million and $0.6 million for the years ended December 31, 2021 and 2020, respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | |
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) | 65,122,200 | 0 | |
Common stock, shares, outstanding (in shares) | 65,122,200 | 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) | 54,338,114 | 0 | |
Common stock, shares, outstanding (in shares) | 54,338,114 | 5,931,350 | 0 |
Consolidated Statement of Cas_3
Consolidated Statement of Cashflows (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Capitalized interest | $ 7.9 | $ 0.6 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 - Organization and Description of Business Archaea Energy Inc. (“Archaea”), 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 December 31, 2021, Archaea owns, through wholly-owned entities or joint ventures, a diversified portfolio of 29 LFG recovery and processing facilities across 18 states, including 11 operated facilities that produce pipeline-quality RNG and 18 LFG to renewable electricity production facilities, including one non-operated facility and one facility that is not operational. Archaea develops, designs, constructs, and operates RNG facilities. Archaea has entered into long-term agreements with biogas site hosts which grant the rights to utilize gas produced at their sites and to construct and operate facilities on their sites to produce RNG and renewable electricity. 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 determined to be the predecessor to the Company. Unless the context otherwise requires, “the Company,” “we,” “us,” and “our” refer, for periods prior to the completion of the Business Combinations, to Legacy Archaea and its subsidiaries and, for periods upon or after the completion of the Business Combinations, to Archaea Energy Inc. and its subsidiaries, including Legacy Archaea and Aria Energy LLC. Archaea has retained its “up-C” structure, whereby (i) all of the equity interests in Aria and Legacy Archaea are held indirectly by Opco through RAC Buyer and RAC Intermediate, (ii) Archaea’s only assets are its equity interests in Opco, and (iii) Sponsor, Atlas, the RAC independent directors, the Legacy Archaea Holders and the Aria Holders own economic interests directly in Opco. In connection with the consummation of the Business Combinations, Rice Acquisition Holdings LLC was renamed LFG Acquisition Holdings LLC. In accordance with ASC 810 - Consolidation , Opco is considered a VIE with Archaea as its sole managing member and primary beneficiary. As such, Archaea consolidates Opco, and the remaining unitholders that hold economic interests directly in Opco are presented as redeemable noncontrolling interests on the Company’s financial statements. Opco issued additional Class A Opco Units as part of the consideration in the Business Combinations. Subsequent to the Business Combinations, transactions impacting the ownership of Class A Opco Units resulted from Redeemable Warrant exercises, repurchases from Aria Renewable Energy Systems LLC, redemption of certain other Class A Opco Units in exchange for Class A Common Stock, and issuances related to vested RSUs. The ownership structure of Opco upon closing of the Business Combinations and as of December 31, 2021, which gives rise to the redeemable noncontrolling interest at Archaea, is as follows: December 31, 2021 September 15, 2021 Equity Holder Class A Opco Units % Interest Class A Opco Units % Interest Archaea 65,122,200 54.5 % 52,847,195 45.9 % Total controlling interests 65,122,200 54.5 % 52,847,195 45.9 % Aria Holders 15,056,379 12.6 % 23,000,000 20.0 % Legacy Archaea Holders 33,350,385 27.9 % 33,350,385 29.0 % Sponsor, Atlas and RAC independent directors 5,931,350 5.0 % 5,931,350 5.2 % Total redeemable noncontrolling interests 54,338,114 45.5 % 62,281,735 54.1 % Total 119,460,314 100.0 % 115,128,930 100.0 % |
Description of Business - Prede
Description of Business - Predecessor | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Description of Business - Predecessor | NOTE 1 - Organization and Description of Business Archaea Energy Inc. (“Archaea”), 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 December 31, 2021, Archaea owns, through wholly-owned entities or joint ventures, a diversified portfolio of 29 LFG recovery and processing facilities across 18 states, including 11 operated facilities that produce pipeline-quality RNG and 18 LFG to renewable electricity production facilities, including one non-operated facility and one facility that is not operational. Archaea develops, designs, constructs, and operates RNG facilities. Archaea has entered into long-term agreements with biogas site hosts which grant the rights to utilize gas produced at their sites and to construct and operate facilities on their sites to produce RNG and renewable electricity. 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 determined to be the predecessor to the Company. Unless the context otherwise requires, “the Company,” “we,” “us,” and “our” refer, for periods prior to the completion of the Business Combinations, to Legacy Archaea and its subsidiaries and, for periods upon or after the completion of the Business Combinations, to Archaea Energy Inc. and its subsidiaries, including Legacy Archaea and Aria Energy LLC. Archaea has retained its “up-C” structure, whereby (i) all of the equity interests in Aria and Legacy Archaea are held indirectly by Opco through RAC Buyer and RAC Intermediate, (ii) Archaea’s only assets are its equity interests in Opco, and (iii) Sponsor, Atlas, the RAC independent directors, the Legacy Archaea Holders and the Aria Holders own economic interests directly in Opco. In connection with the consummation of the Business Combinations, Rice Acquisition Holdings LLC was renamed LFG Acquisition Holdings LLC. In accordance with ASC 810 - Consolidation , Opco is considered a VIE with Archaea as its sole managing member and primary beneficiary. As such, Archaea consolidates Opco, and the remaining unitholders that hold economic interests directly in Opco are presented as redeemable noncontrolling interests on the Company’s financial statements. Opco issued additional Class A Opco Units as part of the consideration in the Business Combinations. Subsequent to the Business Combinations, transactions impacting the ownership of Class A Opco Units resulted from Redeemable Warrant exercises, repurchases from Aria Renewable Energy Systems LLC, redemption of certain other Class A Opco Units in exchange for Class A Common Stock, and issuances related to vested RSUs. The ownership structure of Opco upon closing of the Business Combinations and as of December 31, 2021, which gives rise to the redeemable noncontrolling interest at Archaea, is as follows: December 31, 2021 September 15, 2021 Equity Holder Class A Opco Units % Interest Class A Opco Units % Interest Archaea 65,122,200 54.5 % 52,847,195 45.9 % Total controlling interests 65,122,200 54.5 % 52,847,195 45.9 % Aria Holders 15,056,379 12.6 % 23,000,000 20.0 % Legacy Archaea Holders 33,350,385 27.9 % 33,350,385 29.0 % Sponsor, Atlas and RAC independent directors 5,931,350 5.0 % 5,931,350 5.2 % Total redeemable noncontrolling interests 54,338,114 45.5 % 62,281,735 54.1 % Total 119,460,314 100.0 % 115,128,930 100.0 % |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Description of Business - Predecessor | 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 LFG fuel engines and related Environmental Attributes, production and sale of RNG and related Environmental Attributes, operating and maintaining LFG projects owned by third parties, and constructing energy projects. Environmental Attributes include 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 | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the SEC. These financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the results for the periods presented. The Company's accounting policies conform to GAAP and have been consistently applied in the presentation of financial statements. The Company's consolidated financial statements include all wholly-owned subsidiaries and all variable interest entities with respect to which the Company determined it is the primary beneficiary. 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 93 . 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 financial statements include the assets, liabilities and results of operations of the Company and its consolidated subsidiaries beginning on September 15, 2021, which includes approximately 3.5 months of the combined results of the businesses of Legacy Archaea and Aria as operated by the Company after the Business Combination for the year ended December 31, 2021. 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 features of the redemption right. See “Note 16 - Redeemable Noncontrolling Interest and Stockholders' Equity.” 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 consolidated balance sheets. 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 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 at which time it may no longer qualify as an emerging growth company. Use of Estimates The preparation of consolidated financial statements in conformity with 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 financial statements. Noncontrolling and Redeemable Noncontrolling Interest Noncontrolling interest represents the portion of equity ownership in subsidiaries that is not attributable to the stockholders’ 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 consummation of the Business Combinations, noncontrolling interest includes the economic interest of Class A Opco Units not owned by the Company, which has been classified as redeemable noncontrolling interest due to certain provisions that allow for cash settlement of the redemption right at the Company’s election. See “Note 16 - Redeemable Noncontrolling Interest and Stockholders' Equity.” 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. Revenue Recognition The Company generates revenues from the production and sales of RNG, Power, and associated Environmental Attributes, as well as the performance of other landfill energy O&M services. The Company also manufactures and sells customized pollution control equipment and performs associated maintenance agreement services. Based on requirements of 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 and electricity. 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, including RNG, electricity and their related Environmental Attributes. 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. 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 and operated nine RNG facilities, and with the achievement of commercial operations at the Assai facility in December 2021. 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. 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. These Environmental Attributes are able to be separated and sold independent from the RNG produced, therefore, no cost is allocated to the Environmental Attributes when they are generated. When the RNG and RIN are sold on a bundled basis under the same contract, revenue is recognized when the RNG is produced and the RNG and associated RIN are transferred to a third party. For RIN and LCFS sales that are under contracts independent from RNG sales, 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 and has expanded as a result of the acquisition of Aria, which at the time of the Business Combinations owned, and in most cases operated, twelve LFG to renewable electricity facilities, and the subsequent acquisition of four additional LFG to electricity facilities. A significant portion of the electricity generated is sold and delivered under the terms of 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 an RTO 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. 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. These RECs are able to be separated and sold independent from the Power produced, therefore, no cost is allocated to the RECs when they are generated. 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 a sales agreement exists 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. 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 11 - 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, future royalty payments, and other reserve payments related to operating expenses. 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 where 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 December 31, 2021 or 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, the period of the associated landfill gas rights agreement, and the Company’s business plans for the asset, including planned conversions from Power to RNG facilities. When the underlying cost of particular components are not determinable, such as through an acquisition, an economic life for the entire facility is determined. When the value of the components are known, the estimated useful lives of our property and equipment are generally as follows: machinery and equipment, 5 to 30 years; buildings and improvements, 20 to 30 years; computer software and hardware, 1 to 5 years; and other furniture and fixtures, 3 to 5 years. Land is not depreciated. Costs associated with the construction of biogas facilities are capitalized during the construction period and include direct costs such as 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, plant 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 The Company reviews long-lived assets, such as property, plant, equipment and biogas rights, for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. In performing this review, undiscounted future cash flows associated with the long-lived asset or group of long-lived assets are estimated at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. If the Company determines that the undiscounted cash flows from an asset are less than the carrying amount of the asset, the impairment expense to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Equity Method Investments Investments in entities that the Company does not control or VIEs 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 statements of operations. Investments are increased by additional contributions and earnings and are reduced by equity losses and distributions. Equity method investments are evaluated for impairment when the Company determines factors indicate that an other than temporary loss has occurred. 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 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. Postretirement Obligations Postretirement benefits amounts recognized in consolidated financial statements are determined on an actuarial basis. The Company obtains an independent actuary valuation of its postretirement obligation annually as of December 31st. To calculate the present value of plan liabilities, the discount rate needs to be determined and 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. Actuarial gains and losses are recognized in Other income (expense) in the period determined. Income Taxes Archaea is a corporation and is subject to U.S. federal income and applicable state taxation. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax laws and tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company routinely assesses the realizability of its deferred tax assets by analyzing the reversal periods of available net operating loss carryforwards and credit carryforwards, temporary differences in tax assets and liabilities, the availability of tax planning strategies, and estimates of future taxable income and other factors. Deferred tax assets may be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured as the largest amount that is greater than 50% likely of being realized. The Company records interest related to an underpayment of income taxes in interest expense and penalties in operating expenses. 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 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 (“RSUs”) are valued at the grant date using the 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Predecessor | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Summary of Significant Accounting Policies - Predecessor | NOTE 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the SEC. These financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the results for the periods presented. The Company's accounting policies conform to GAAP and have been consistently applied in the presentation of financial statements. The Company's consolidated financial statements include all wholly-owned subsidiaries and all variable interest entities with respect to which the Company determined it is the primary beneficiary. 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 93 . 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 financial statements include the assets, liabilities and results of operations of the Company and its consolidated subsidiaries beginning on September 15, 2021, which includes approximately 3.5 months of the combined results of the businesses of Legacy Archaea and Aria as operated by the Company after the Business Combination for the year ended December 31, 2021. 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 features of the redemption right. See “Note 16 - Redeemable Noncontrolling Interest and Stockholders' Equity.” 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 consolidated balance sheets. 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 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 at which time it may no longer qualify as an emerging growth company. Use of Estimates The preparation of consolidated financial statements in conformity with 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 financial statements. Noncontrolling and Redeemable Noncontrolling Interest Noncontrolling interest represents the portion of equity ownership in subsidiaries that is not attributable to the stockholders’ 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 consummation of the Business Combinations, noncontrolling interest includes the economic interest of Class A Opco Units not owned by the Company, which has been classified as redeemable noncontrolling interest due to certain provisions that allow for cash settlement of the redemption right at the Company’s election. See “Note 16 - Redeemable Noncontrolling Interest and Stockholders' Equity.” 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. Revenue Recognition The Company generates revenues from the production and sales of RNG, Power, and associated Environmental Attributes, as well as the performance of other landfill energy O&M services. The Company also manufactures and sells customized pollution control equipment and performs associated maintenance agreement services. Based on requirements of 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 and electricity. 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, including RNG, electricity and their related Environmental Attributes. 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. 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 and operated nine RNG facilities, and with the achievement of commercial operations at the Assai facility in December 2021. 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. 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. These Environmental Attributes are able to be separated and sold independent from the RNG produced, therefore, no cost is allocated to the Environmental Attributes when they are generated. When the RNG and RIN are sold on a bundled basis under the same contract, revenue is recognized when the RNG is produced and the RNG and associated RIN are transferred to a third party. For RIN and LCFS sales that are under contracts independent from RNG sales, 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 and has expanded as a result of the acquisition of Aria, which at the time of the Business Combinations owned, and in most cases operated, twelve LFG to renewable electricity facilities, and the subsequent acquisition of four additional LFG to electricity facilities. A significant portion of the electricity generated is sold and delivered under the terms of 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 an RTO 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. 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. These RECs are able to be separated and sold independent from the Power produced, therefore, no cost is allocated to the RECs when they are generated. 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 a sales agreement exists 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. 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 11 - 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, future royalty payments, and other reserve payments related to operating expenses. 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 where 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 December 31, 2021 or 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, the period of the associated landfill gas rights agreement, and the Company’s business plans for the asset, including planned conversions from Power to RNG facilities. When the underlying cost of particular components are not determinable, such as through an acquisition, an economic life for the entire facility is determined. When the value of the components are known, the estimated useful lives of our property and equipment are generally as follows: machinery and equipment, 5 to 30 years; buildings and improvements, 20 to 30 years; computer software and hardware, 1 to 5 years; and other furniture and fixtures, 3 to 5 years. Land is not depreciated. Costs associated with the construction of biogas facilities are capitalized during the construction period and include direct costs such as 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, plant 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 The Company reviews long-lived assets, such as property, plant, equipment and biogas rights, for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. In performing this review, undiscounted future cash flows associated with the long-lived asset or group of long-lived assets are estimated at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. If the Company determines that the undiscounted cash flows from an asset are less than the carrying amount of the asset, the impairment expense to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Equity Method Investments Investments in entities that the Company does not control or VIEs 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 statements of operations. Investments are increased by additional contributions and earnings and are reduced by equity losses and distributions. Equity method investments are evaluated for impairment when the Company determines factors indicate that an other than temporary loss has occurred. 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 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. Postretirement Obligations Postretirement benefits amounts recognized in consolidated financial statements are determined on an actuarial basis. The Company obtains an independent actuary valuation of its postretirement obligation annually as of December 31st. To calculate the present value of plan liabilities, the discount rate needs to be determined and 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. Actuarial gains and losses are recognized in Other income (expense) in the period determined. Income Taxes Archaea is a corporation and is subject to U.S. federal income and applicable state taxation. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax laws and tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company routinely assesses the realizability of its deferred tax assets by analyzing the reversal periods of available net operating loss carryforwards and credit carryforwards, temporary differences in tax assets and liabilities, the availability of tax planning strategies, and estimates of future taxable income and other factors. Deferred tax assets may be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured as the largest amount that is greater than 50% likely of being realized. The Company records interest related to an underpayment of income taxes in interest expense and penalties in operating expenses. 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 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 (“RSUs”) are valued at the grant date using the 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] | |
Summary of Significant Accounting Policies - Predecessor | 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 (“GAAP”). Certain amounts for prior years have been reclassified to conform to the current presentation Segment Reporting Aria reports segment information in two segments: RNG and Power. LFG fuel source is a common element, though Aria had a new RNG plant that was under construction as of the Closing 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 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 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, 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 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 year ended December 31, 2020 , approximately 41% of revenue was accounted for under ASC 606 and 59% under ASC 840. The following tables display Aria’s revenue by major source and by operating segment for the periods January 1 to September 14, 2021 and the year ended December 31, 2020: (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 RNG, including RINs and LCFSs $ 83,848 $ 75,143 Gas O&M service 974 — Power, including RECs 31,217 46,434 Electric O&M service 4,211 11,003 Other 32 9,983 Total $ 120,282 $ 142,563 Operating segments RNG $ 84,853 $ 85,126 Power 35,429 57,437 Total $ 120,282 $ 142,563 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 PPAs 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 off-taker. 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 off-taker. 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 RNG processed from LFG 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 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 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 period ended September 14, 2021 and the year ended December 31, 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 in the period ended September 14, 2021. The assets and liabilities included in the consolidated balance sheet that are held for sale as of December 31, 2020 are as follows: (in thousands) Current assets Accounts receivable $ 2,092 Inventory 3,034 Related party accounts receivable and advances 88 Prepaid expenses and other current assets 686 Total current assets 5,900 Property and equipment – net 4,906 Intangible assets – net 82,179 Held for sale valuation allowance (25,293) Investment in joint ventures 2,342 Total assets held for sale $ 70,034 Current liabilities Accounts payable - trade $ 824 Accrued and other current liabilities 2,066 Total current liabilities 2,890 Below-market contracts 6,060 Asset retirement obligations 3,584 Total liabilities $ 12,534 Aria recorded a valuation allowance in relation to its sale of LESPH’s assets and liabilities. Given the characteristics of the cooperative sale process, this was treated as a separate transaction from the settlement of the debt (through the execution of the Mutual Release Agreement). Since the former will result in a loss, it is recognized as an impairment charge of $25.3 million in 2020. 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 statement of operations were $67.6 million and $38.4 million for the year-to-date period ended September 14, 2021 and the year ended December 31, 2020, respectively. 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 PPA also specific to the project site), and liabilities associated with out of market contracts (out of market PPAs, 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 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 treated as a pass-through entity for U.S. federal income tax purposes and is generally not subject to U.S. federal income tax at an entity level. 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 U.S. federal and applicable state income 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 the year ended December 31, 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 | 12 Months Ended |
Dec. 31, 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 with a term greater than 12 months classified as operating leases under previous GAAP. ASU 2016-02 is effective for the Company for fiscal years beginning after December 15, 2021 with early adoption permitted. Upon adoption of Topic 842 as of January 1, 2022, the Company recognized approximately $7 million of ROU assets and lease liabilities on its Consolidated Balance Sheet related to operating leases existing on the adoption date. The adoption of Topic 842 did not have a material impact on the Company’s Consolidated Statement of Operations or Consolidated Statement of 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 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 No. 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 the London Inter-Bank Offered Rate (“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 |
Business Combinations and Rever
Business Combinations and Reverse Recapitalization | 12 Months Ended |
Dec. 31, 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 consideration paid in connection with the acquisition of Legacy Archaea consisted of 33,350,385 newly issued Class A Opco Units and 33,350,385 newly issued shares of Class B Common Stock. In the reverse recapitalization, the Company was deemed to have 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 13 - Derivatives Instruments” 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 and Forward Purchase Warrants (both as defined in the Original FPA Agreement). Atlas satisfied its obligation to purchase the Forward Purchase Securities by participating in the PIPE Financing, and upon consummation of the Business Combinations, Atlas also 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. As a result of the Business Combinations, the Company became the primary beneficiary of Aria. The Aria Closing Merger Consideration consisted of both cash consideration and consideration in the form of newly issued Class A Opco Units and newly issued shares of the Company’s Class B Common Stock. The cash component of the Aria Closing 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 Class A Opco 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 Class A Opco Units (and corresponding shares of Class B Common Stock) $ 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 and liabilities assumed 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 and tax calculations. 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 Closing 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 126,463 Intangible assets, net 607,610 Equity method investments 243,128 Other non-current assets 861 Goodwill 26,457 Amount attributable to assets acquired $ 1,049,602 Fair value of liabilities assumed Accounts payable $ 2,760 Accrued and other current liabilities 26,496 Below-market contracts 146,990 Other long-term liabilities 10,209 Amount attributable to liabilities assumed 186,455 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 production facilities, and the ability to convert certain of Aria's electricity production facilities to RNG production facilities. 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 to the existence of cumulative losses, no deferred taxes are recorded for the Aria merger transaction. Intangible assets/(below-market liabilities) acquired, and their related weighted average amortization periods, are as follows: (in thousands, excluding weighted average amortization period in years) As of September 15, 2021 Weighted Average Amortization Period Biogas rights agreements $ 565,300 20 Electricity off-take agreements 23,400 12 Operations and maintenance contracts 8,620 15 RNG purchase contract 10,290 1 Gas off-take agreement liabilities $ (146,990) 11 Revenues of $54.3 million and net income of $19.8 million related to results of Aria for the period from the Closing of the Business Combinations through December 31, 2021 are included in the consolidated statement of operations for the year ended December 31 2021. The Company recognized transaction costs of $3.0 million during the year ended December 31, 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 LFG rights, amortization of fair value intangibles and below-market contracts, and that debt associated with the transaction was outstanding as of January 1, 2020. We have included the impacts of the change in fair value of the warrants associated with the Company's reverse merger with RAC. Other revenues and costs incurred by RAC during 2021 and 2020 were not material to the pro forma statement of operations and have not been included. 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. The following table includes unaudited pro forma information for the years ended December 31, 2021 and 2020. (in thousands) 2021 2020 Total revenues $ 205,758 $ 162,018 Net income (loss) $ (77,449) $ (49,730) Lock-up Agreements Pursuant to the terms of the Stockholders Agreement, dated as of September 15, 2021, by and among RAC, Opco, Archaea Borrower, the Sponsor and certain stockholders of the Company (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 solely with respect to the Company Interests distributed by Archaea Energy LLC after the one-year anniversary of the Closing 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 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). In addition, RAC’s former officers and directors and their affiliates have agreed with RAC, subject to certain exceptions, not to transfer or dispose of their Common Stock during the period from the Closing of the Business Combinations through the earlier of (i) the first anniversary of the consummation of the Business Combinations, (ii) the date that the closing price of the Common Stock equals or exceeds $12.00 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for 20 trading days within any 30 trading day period following the 150th day following the initial business combination and (iii) the consummation of a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. 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. 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. As of March 14, 2022, RAC's former officers and directors and their affiliates Common Stock was 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 period from January 1 to September 14, 2021, and the year ended December 31, 2020, and the consolidated balance sheets as of September 14, 2021 and December 31, 2020 following the Notes to the Company's Consolidated Financial Statements for comparative purposes. Gulf Coast Environmental Systems On January 14, 2020, Legacy Archaea entered into a Membership Interest and Loan Purchase Agreement with NEI Ventures, LLC (“NEI”). 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 increased its GCES ownership to 72%. The Company acquired additional Class A interests in October 2021 and December 2021 and, as of December 31, 2021, the Company has 100% ownership of GCES. The January 14, 2020 acquisition of GCES was accounted for using the acquisition method, whereby all of the assets acquired, liabilities assumed and noncontrolling interests were recognized at their estimated fair value on the acquisition date, with the excess of the purchase price over the estimated fair value recorded as goodwill. The Company recorded goodwill of approximately $2.7 million. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2021 and 2020: (in thousands) 2021 2020 RNG, including RINs and LCFSs $ 44,815 $ — Gas O&M service 386 — Power, including RECs 21,502 — Electric O&M service 1,070 — Equipment and associated services 5,817 6,523 Other 98 — Total $ 73,688 $ 6,523 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 equipment sales 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. There were no credit allowances for contract assets as of December 31, 2021 or 2020. Contract liabilities from contracts arise when amounts invoiced to customers exceed revenues from equipment sales 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 December 31, 2021 and 2020: (in thousands) 2021 2020 Contract assets (included in Prepaid expenses and other current assets) $ 87 $ 48 Contract liabilities (included in Accrued and other current liabilities) $ (505) $ (1,423) The change in contract liabilities during year ended December 31, 2021 was primarily due to $1.4 million of revenue recognized that was included in contract liabilities at December 31, 2020, partially offset by an increase in new equipment sales billings in advance of revenue recognition. Transaction Price Allocated to Remaining Unsatisfied Performance Obligations Remaining unsatisfied performance obligations as of December 31, 2021 relate to certain of the Company's RNG, RIN, and REC contracts. The Company applies the optional exemptions in ASC 606 and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied performance obligations. Firm contracts for fixed-price, fixed-quantity sales of RNG, RINs, and RECs are reflected in the table below when their original expected term is in excess of one year. The following table summarizes the revenue the Company expects to recognize over next 20 years on these firm sales contracts as of December 31, 2021: (in thousands) 2022-2023 $ 118,362 2024-2025 123,992 2026-2027 128,826 2028-2029 118,116 2030-2031 119,115 Thereafter 416,779 Total $ 1,025,189 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | NOTE 6 – Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 Prepaid equipment and parts $ 6,578 $ — Prepaid royalties 5,119 1,255 Prepaid insurance 4,852 112 Other prepaid expenses 4,676 3,363 Total $ 21,225 $ 4,730 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 7 – Property, Plant and Equipment Property, plant and equipment consist of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 Machinery and equipment $ 285,718 $ 376 Buildings and improvements 16,039 88 Furniture and fixtures 1,176 13 Construction in progress 55,039 51,927 Land 246 1 Total cost 358,218 52,405 Less accumulated depreciation (7,635) (37) Property, plant and equipment, net $ 350,583 $ 52,368 |
Property, Plant and Equipment -
Property, Plant and Equipment - Predecessor | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Property, Plant and Equipment - Predecessor | NOTE 7 – Property, Plant and Equipment Property, plant and equipment consist of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 Machinery and equipment $ 285,718 $ 376 Buildings and improvements 16,039 88 Furniture and fixtures 1,176 13 Construction in progress 55,039 51,927 Land 246 1 Total cost 358,218 52,405 Less accumulated depreciation (7,635) (37) Property, plant and equipment, net $ 350,583 $ 52,368 |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Property, Plant and Equipment - Predecessor | Property, Plant and Equipment - Predecessor Property, plant and equipment are summarized as follows: (in thousands) September 14, 2021 December 31, 2020 Buildings $ 25,391 $ 25,186 Machinery and equipment 167,935 166,191 Furniture and fixtures 1,154 1,154 Construction in progress 1,799 1,366 Total cost 196,279 193,897 Accumulated depreciation (132,450) (123,138) Net property, plant and equipment $ 63,829 $ 70,759 |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | NOTE 8 – 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 due to the joint control by both the Company and unrelated parties with ownership interest in each entity. 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 $3.7 million at December 31, 2021, and this amount is reflected in the accompanying balance sheet in accrued and other current liabilities. The summarized financial information for the Mavrix and SGP equity method investments following the Business Combinations is as follows: (in thousands) December 31, 2021 Assets $ 203,864 Liabilities 15,477 Net assets $ 188,387 Company's share of equity in net assets $ 94,194 (in thousands) Year Ended December 31, 2021 Total revenues $ 34,958 Net income $ 16,433 Company's share of net income $ 8,217 The Company's carrying values of the Mavrix and SGP investments also include basis differences totaling $154.0 million as of December 31, 2021 as a result of the fair value measurements recorded in the Aria Merger. Amortization of the basis differences reduced equity investment income by $3.1 million for the year ended December 31, 2021. As of December 31, 2021, the Company's interest in Mavrix's and SGP's undistributed earnings was $0.3 million and zero, respectively. On December 30, 2021 the Company entered into a joint venture with a large waste management company. The Company contributed $7.5 million in cash into a newly created entity, Saturn Renewables LLC ("Saturn"), in exchange for a 50% interest. Concurrent with the closing, Saturn acquired existing gas rights at two locations along with an existing non-operating power plant at one of the locations. The JV partner extended long-term gas agreements for the Hickory Meadows site and contributed gas rights at an additional undeveloped site. Each party will have three board seats and jointly control Saturn. The Company will be the operator of the day to day operations of Saturn's existing power plant and will account for its investment using the equity method. In addition, the Company also owns several smaller investments accounted for using the equity method of accounting totaling $7.1 million as of December 31, 2021. |
Equity Method Investments - Pre
Equity Method Investments - Predecessor | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Equity Method Investments - Predecessor | NOTE 8 – 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 due to the joint control by both the Company and unrelated parties with ownership interest in each entity. 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 $3.7 million at December 31, 2021, and this amount is reflected in the accompanying balance sheet in accrued and other current liabilities. The summarized financial information for the Mavrix and SGP equity method investments following the Business Combinations is as follows: (in thousands) December 31, 2021 Assets $ 203,864 Liabilities 15,477 Net assets $ 188,387 Company's share of equity in net assets $ 94,194 (in thousands) Year Ended December 31, 2021 Total revenues $ 34,958 Net income $ 16,433 Company's share of net income $ 8,217 The Company's carrying values of the Mavrix and SGP investments also include basis differences totaling $154.0 million as of December 31, 2021 as a result of the fair value measurements recorded in the Aria Merger. Amortization of the basis differences reduced equity investment income by $3.1 million for the year ended December 31, 2021. As of December 31, 2021, the Company's interest in Mavrix's and SGP's undistributed earnings was $0.3 million and zero, respectively. On December 30, 2021 the Company entered into a joint venture with a large waste management company. The Company contributed $7.5 million in cash into a newly created entity, Saturn Renewables LLC ("Saturn"), in exchange for a 50% interest. Concurrent with the closing, Saturn acquired existing gas rights at two locations along with an existing non-operating power plant at one of the locations. The JV partner extended long-term gas agreements for the Hickory Meadows site and contributed gas rights at an additional undeveloped site. Each party will have three board seats and jointly control Saturn. The Company will be the operator of the day to day operations of Saturn's existing power plant and will account for its investment using the equity method. In addition, the Company also owns several smaller investments accounted for using the equity method of accounting totaling $7.1 million as of December 31, 2021. |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Equity Method Investments - Predecessor | 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 Aria’s share of equity in net assets 77,993 (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Revenue $ 78,125 $ 60,459 Net income $ 38,512 $ 18,801 Aria’s share of net income $ 19,777 $ 9,298 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 9 – Goodwill and Intangible Assets Goodwill At December 31, 2021, the Company had $29.2 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. As a result of the annual impairment test performed as of October 1, 2021, the Company determined that there were no indications of impairment related to the RNG segment's goodwill. No impairment of goodwill was recorded during the years ended December 31, 2021 and 2020. Intangible Assets Intangible assets consist of biogas rights agreements, off-take agreements, O&M 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 December 31, 2021 and 2020: (in thousands) 2021 Gross Carrying Amount Accumulated Amortization Net Biogas rights agreements $ 603,868 $ 8,237 $ 595,631 Electricity off-take agreements 26,511 749 25,762 Operations and maintenance contracts 8,620 173 8,447 RNG purchase contract 10,290 1,959 8,331 Customer relationships 350 140 210 Trade names 150 60 90 Total $ 649,789 $ 11,318 $ 638,471 (in thousands) 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 Total amortization expense was appro ximately $9.3 million and $0.1 million for the year ended December 31, 2021 and 2020, respectively, excluding the $2.0 million of amortization of the RNG purchase contract for the year ended December 31, 2021 that is amortized to cost of energy. Estimated future amortization expense, including amortization classified as cost of energy expense, for years ended December 31 is as follows: (in thousands) 2022 $ 39,539 2023 35,521 2024 33,729 2025 33,629 2026 33,533 Thereafter 462,520 Total $ 638,471 Below-Market Contracts As a result of the Aria Merger, the Company assumed certain fixed-price sales contracts that were below current and future market prices at the Closing Date. The contracts were recorded at fair value and are classified as other long-term liabilities on the Company’s consolidated balance sheet as of December 31, 2021. Gross Liability Accumulated Amortization Net Gas off-take agreements $ 146,990 $ 4,360 $ 142,630 The below-market contract amortization was $4.4 million for the year ended December 31, 2021 and was recognized as an increase to revenues since it relates to the sale of RNG and related Environmental Attributes. The annual amortization is expected to be approximately $14.8 million for each of the next 5 years. |
Intangible Assets - Predecessor
Intangible Assets - Predecessor | 12 Months Ended |
Dec. 31, 2021 | |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Intangible Assets - Predecessor | Intangible Assets - Predecessor Intangible assets consist of gas rights agreements, O&M 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 September 14, 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gas rights agreements $ 217,285 $ 109,436 $ 107,849 O&M contracts 3,500 2,652 848 Gas sales agreements 32,059 23,019 9,040 Total $ 252,844 $ 135,107 $ 117,737 December 31, 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gas rights agreements $ 217,285 $ 102,944 $ 114,341 O&M 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: (in thousands) Expense Type of Contract Amortization Line Item Remaining Lives January 1 to September 14, 2021 Year Ended December 31, 2020 Gas rights Depreciation, amortization and accretion 4 to 16 years $ 6,493 $ 14,636 O&M contracts Amortization of intangibles and below-market contracts 5 years $ 178 $ 552 Gas sales Amortization of intangibles and below-market contracts 1 to 8 years $ 2,514 $ 3,566 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. These include: September 14, 2021 Gross Accumulated (in thousands) Liability Amortization Net Gas purchase agreements $ 19,828 $ 15,893 $ 3,935 December 31, 2020 Gross Accumulated (in thousands) Liability Amortization Net Gas purchase agreements $ 19,828 $ 14,059 $ 5,769 Below-market contracts related to the purchase of gas are amortized to cost of energy, and amortization was $1.8 million for the period ended September 14, 2021 and $2.4 million for the year ended December 31, 2020, which was recorded as a decrease to cost of energy. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 10 – Commitments Operating Leases The Company has entered into warehouse, facility, and various office leases with third parties for periods ranging from one The Company also entered into a related-party office lease as a result of its acquisition of interest in GCES in 2020. During the year ended December 31, 2021, the Company paid $0.2 million under this related-party lease that expires in May 2022. For the years ended December 31, 2021 and 2020, the Company recognized rent expense of $0.4 million and $0.2 million, respectively. As of December 31, 2021, future minimum lease payments under the Company’s non-cancellable operating leases are as follows: (in thousands) 2022 $ 1,465 2023 1,893 2024 1,831 2025 1,843 2026 1,875 Thereafter 12,448 Total future minimum lease payments $ 21,355 Other Commitments The Company has various long-term contractual commitments pertaining to its biogas rights agreements. Excluding the evergreen contracts, these agreements expire at various dates through 2045. |
Commitments | NOTE 10 – Commitments Operating Leases The Company has entered into warehouse, facility, and various office leases with third parties for periods ranging from one The Company also entered into a related-party office lease as a result of its acquisition of interest in GCES in 2020. During the year ended December 31, 2021, the Company paid $0.2 million under this related-party lease that expires in May 2022. For the years ended December 31, 2021 and 2020, the Company recognized rent expense of $0.4 million and $0.2 million, respectively. As of December 31, 2021, future minimum lease payments under the Company’s non-cancellable operating leases are as follows: (in thousands) 2022 $ 1,465 2023 1,893 2024 1,831 2025 1,843 2026 1,875 Thereafter 12,448 Total future minimum lease payments $ 21,355 Other Commitments The Company has various long-term contractual commitments pertaining to its biogas rights agreements. Excluding the evergreen contracts, these agreements expire at various dates through 2045. NOTE 22 - 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 | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 11 – Debt The Company's outstanding debt consists of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 New Credit Agreement - Term Loan $ 218,625 $ — Wilmington Trust – 4.47% Term Note 60,828 — Wilmington Trust – 3.75% Term Note 72,542 — Comerica Bank – Specific Advance Facility Note — 4,320 Comerica Term Loan — 12,000 Kubota Corporation – Term Notes — 46 351,995 16,366 Less unamortized debt issuance costs (9,221) (291) Long-term debt less debt issuance costs 342,774 16,075 Less current maturities, net (11,378) (1,302) Total long-term debt $ 331,396 $ 14,773 Scheduled future maturities of long-term debt principal amounts are as follows: (in thousands) 2022 $ 12,752 2023 17,108 2024 17,371 2025 17,598 2026 185,607 Thereafter 101,559 Total $ 351,995 Fair Value of Debt The Company estimates the fair value of fixed-rate term loans based on quoted market yields for similarly rated debt instruments in an active market, which are considered a Level 2 input in the fair value hierarchy. As of December 31, 2021, the estimated fair value of the Company's outstanding debt was approximately $353.1 million. 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 had outstanding borrowings under the Term Loan of $218.6 million at an interest rate of 3.35% as of December 31, 2021. As of December 31, 2021, the Company had issued letters of credit under the New Credit Agreement of $14.2 million and there were no borrowings under the Revolver, resulting in available borrowing capacity of $235.8 million under the Revolver. 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 Energy”) 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, and the 3.75% Notes mature on September 30, 2031. On April 5, 2021, Assai Energy 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, and the 4.47% Notes mature on September 30, 2041. As of December 31, 2021, Assai Energy received total proceeds of $133.4 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 the Assai production facility. 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 Energy. 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, including promissory notes totaling approximately $16.5 million bearing interest at 20% per annum, and promissory notes totaling approximately $13.5 million bearing 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) the 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 included 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 a $5.0 million secured specific advance facility loan (the “SAF Loan”) and a $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, Comerica 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. As of December 31, 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., 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 furnishing the Noble Guaranty, Noble 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 Inc. (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. |
Long-Term Debt - Predecessor
Long-Term Debt - Predecessor | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Long-Term Debt - Predecessor | NOTE 11 – Debt The Company's outstanding debt consists of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 New Credit Agreement - Term Loan $ 218,625 $ — Wilmington Trust – 4.47% Term Note 60,828 — Wilmington Trust – 3.75% Term Note 72,542 — Comerica Bank – Specific Advance Facility Note — 4,320 Comerica Term Loan — 12,000 Kubota Corporation – Term Notes — 46 351,995 16,366 Less unamortized debt issuance costs (9,221) (291) Long-term debt less debt issuance costs 342,774 16,075 Less current maturities, net (11,378) (1,302) Total long-term debt $ 331,396 $ 14,773 Scheduled future maturities of long-term debt principal amounts are as follows: (in thousands) 2022 $ 12,752 2023 17,108 2024 17,371 2025 17,598 2026 185,607 Thereafter 101,559 Total $ 351,995 Fair Value of Debt The Company estimates the fair value of fixed-rate term loans based on quoted market yields for similarly rated debt instruments in an active market, which are considered a Level 2 input in the fair value hierarchy. As of December 31, 2021, the estimated fair value of the Company's outstanding debt was approximately $353.1 million. 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 had outstanding borrowings under the Term Loan of $218.6 million at an interest rate of 3.35% as of December 31, 2021. As of December 31, 2021, the Company had issued letters of credit under the New Credit Agreement of $14.2 million and there were no borrowings under the Revolver, resulting in available borrowing capacity of $235.8 million under the Revolver. 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 Energy”) 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, and the 3.75% Notes mature on September 30, 2031. On April 5, 2021, Assai Energy 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, and the 4.47% Notes mature on September 30, 2041. As of December 31, 2021, Assai Energy received total proceeds of $133.4 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 the Assai production facility. 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 Energy. 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, including promissory notes totaling approximately $16.5 million bearing interest at 20% per annum, and promissory notes totaling approximately $13.5 million bearing 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) the 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 included 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 a $5.0 million secured specific advance facility loan (the “SAF Loan”) and a $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, Comerica 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. As of December 31, 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., 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 furnishing the Noble Guaranty, Noble 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 Inc. (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] | |
Long-Term Debt - Predecessor | Long-Term Debt - Predecessor (in thousands) September 14, 2021 December 31, 2020 Notes payable - due October 7, 2020 $ 91,115 $ 102,831 Term Loan B - due May 2022 — 137,978 Debt origination costs (685) (1,385) Total 90,430 239,424 Less: current portion of debt, net 90,430 102,831 Long-term portion $ — $ 136,593 Notes Payable In October 2010, LESPH entered into a credit agreement with a syndicate of bank lenders that provided for a term note and a working capital commitment, 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 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 non-operating income on the consolidated statement of operations. Senior Secured Credit Facility Revolver and Term Loan B Aria Energy LLC and certain subsidiaries (the “Borrowers”) entered into a senior secured credit facility that provides for a $200 million secured term loan maturing in May 2022, 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 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | NOTE 12 – Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 Accrued expenses $ 16,638 $ 5,957 Accrued capital expenditures 16,609 — Derivative liabilities 771 — Payroll and related costs 7,683 — Accrued interest 738 590 Contract liabilities 505 1,423 Other current liabilities 3,335 300 Total $ 46,279 $ 8,270 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | NOTE 13 – 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 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 the Business Combinations, 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. The Redeemable Warrants had an exercise price of $11.50 per share, subject to adjustments, and expired on September 15, 2026, or earlier upon redemption or liquidation. The Redeemable Warrants became exercisable on October 26, 2021. The warrants contained a feature that 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). In November 2021, the $18.00 trigger was met, and the Company issued a redemption notice to the holders of our Redeemable Warrants stating the Company would redeem all of our Redeemable Warrants to purchase shares of our Class A Common Stock, that remain outstanding at 5:00 p.m., New York City time, on December 6, 2021 for a redemption price of $0.10 per 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. The Forward Purchase Warrants were issued to Atlas Point Energy Infrastructure Fund, LLC in a private placement simultaneously with the consummation of Business Combinations. During the redemption period, 9,114,403 Public Warrants and all 250,000 Forward Purchase Warrants were exercised for cash at an exercise price of $11.50 per share of Class A Common Stock, generating a total proceeds of $107.7 million to the Company. Additionally, 2,724,515 Public Warrants were exercised on a cashless basis in exchange for an aggregate of 983,520 shares of Class A Common Stock. The remaining 23,574 unexercised and outstanding Public Warrants were redeemed for $0.10 per Public Warrant. At December 8, 2021, all Redeemable Warrants had been exercised or redeemed, and the ticker symbol of Public Warrants traded on the NYSE was removed. To minimize dilution to its existing stockholders as a result of the warrant exercises, the Company used cash proceeds received from exercises of Redeemable Warrants to repurchase 6,101,449 shares of Class A Common Stock from Aria Renewable Energy Systems LLC at a pre-negotiated price of $17.65 per share. The Private Placement Warrants remain outstanding as of December 31, 2021, and each is exercisable to purchase one share of Class A Common Stock or, in certain circumstances, one Class A Opco Unit 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 December 31, 2021. Prior to their exercise, the fair value of the Redeemable Warrants was based on observable listed prices on the NYSE for such warrants (a Level 1 measurement). The fair value of the Private Placement Warrants is 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 December 31, Stock price $ 18.05 $ 18.28 Exercise price $ 11.50 $ 11.50 Volatility 45.8 % 46.0 % Expected term (years) 5.0 4.7 Risk-free interest rate 0.79 % 1.21 % The change in the fair value of the warrant liabilities is recognized in gain (loss) on derivative contracts in the consolidated statement of operations. The changes in the Redeemable Warrants and Private Placement Warrants liabilities through December 31, 2021 are as follows: (in thousands) Warrant liabilities as of September 15, 2021 (Closing Date) $ 150,153 Change in fair value 3,015 Less fair value of warrants exercised or redeemed (85,878) Warrant liabilities as of December 31, 2021 $ 67,290 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 Company is the fixed price payer under the swap agreement that provides for monthly net settlements 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 327,600 MMBtu as of December 31, 2021. The Company received cash payments of $0.1 million for the natural gas swap for the period from the Closing Date through December 31, 2021. Changes in the fair values and realized gains (losses) for the natural gas swap are recognized in gain (loss) on derivative contracts in the consolidated 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. Interest Rate Swap In December 2021, the Company entered into an interest rate swap that locks in payments of a fixed interest rate of 1.094% in exchange for a floating interest rate that resets monthly based on LIBOR. The interest rate swap was not designated as a hedging instrument, and net gains and losses are recognized currently in gain (loss) on derivative contracts. The interest rate swap notional begins at $109.3 million and declines over the term of the swap ending at $94.9 million as of the December 2024 contract termination date. The following summarizes the balance sheet classification and fair value of the Company’s derivative instruments as of December 31, 2021 and 2020 : (in thousands) 2021 2020 Other non-current assets Interest rate swap asset $ 439 $ — Total derivative assets $ 439 $ — Accrued and other current liabilities Natural gas swap liability $ 44 $ — Interest rate swap liability 727 — Derivative liabilities Natural gas swap liability 134 — Warrant liabilities 67,290 — Total derivative liabilities $ 68,195 $ — The following table summarizes the income statement effect of gains and losses related to derivative instruments for the years ended December 31, 2021 and 2020: (in thousands) 2021 2020 Gain (loss) on natural gas swap contract $ (424) $ — Gain (loss) on warrant liabilities (3,015) — Gain (loss) on interest rate swap contract (288) — Total $ (3,727) $ — |
Derivative Instruments - Predec
Derivative Instruments - Predecessor | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Derivative Instruments - Predecessor | NOTE 13 – 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 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 the Business Combinations, 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. The Redeemable Warrants had an exercise price of $11.50 per share, subject to adjustments, and expired on September 15, 2026, or earlier upon redemption or liquidation. The Redeemable Warrants became exercisable on October 26, 2021. The warrants contained a feature that 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). In November 2021, the $18.00 trigger was met, and the Company issued a redemption notice to the holders of our Redeemable Warrants stating the Company would redeem all of our Redeemable Warrants to purchase shares of our Class A Common Stock, that remain outstanding at 5:00 p.m., New York City time, on December 6, 2021 for a redemption price of $0.10 per 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. The Forward Purchase Warrants were issued to Atlas Point Energy Infrastructure Fund, LLC in a private placement simultaneously with the consummation of Business Combinations. During the redemption period, 9,114,403 Public Warrants and all 250,000 Forward Purchase Warrants were exercised for cash at an exercise price of $11.50 per share of Class A Common Stock, generating a total proceeds of $107.7 million to the Company. Additionally, 2,724,515 Public Warrants were exercised on a cashless basis in exchange for an aggregate of 983,520 shares of Class A Common Stock. The remaining 23,574 unexercised and outstanding Public Warrants were redeemed for $0.10 per Public Warrant. At December 8, 2021, all Redeemable Warrants had been exercised or redeemed, and the ticker symbol of Public Warrants traded on the NYSE was removed. To minimize dilution to its existing stockholders as a result of the warrant exercises, the Company used cash proceeds received from exercises of Redeemable Warrants to repurchase 6,101,449 shares of Class A Common Stock from Aria Renewable Energy Systems LLC at a pre-negotiated price of $17.65 per share. The Private Placement Warrants remain outstanding as of December 31, 2021, and each is exercisable to purchase one share of Class A Common Stock or, in certain circumstances, one Class A Opco Unit 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 December 31, 2021. Prior to their exercise, the fair value of the Redeemable Warrants was based on observable listed prices on the NYSE for such warrants (a Level 1 measurement). The fair value of the Private Placement Warrants is 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 December 31, Stock price $ 18.05 $ 18.28 Exercise price $ 11.50 $ 11.50 Volatility 45.8 % 46.0 % Expected term (years) 5.0 4.7 Risk-free interest rate 0.79 % 1.21 % The change in the fair value of the warrant liabilities is recognized in gain (loss) on derivative contracts in the consolidated statement of operations. The changes in the Redeemable Warrants and Private Placement Warrants liabilities through December 31, 2021 are as follows: (in thousands) Warrant liabilities as of September 15, 2021 (Closing Date) $ 150,153 Change in fair value 3,015 Less fair value of warrants exercised or redeemed (85,878) Warrant liabilities as of December 31, 2021 $ 67,290 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 Company is the fixed price payer under the swap agreement that provides for monthly net settlements 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 327,600 MMBtu as of December 31, 2021. The Company received cash payments of $0.1 million for the natural gas swap for the period from the Closing Date through December 31, 2021. Changes in the fair values and realized gains (losses) for the natural gas swap are recognized in gain (loss) on derivative contracts in the consolidated 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. Interest Rate Swap In December 2021, the Company entered into an interest rate swap that locks in payments of a fixed interest rate of 1.094% in exchange for a floating interest rate that resets monthly based on LIBOR. The interest rate swap was not designated as a hedging instrument, and net gains and losses are recognized currently in gain (loss) on derivative contracts. The interest rate swap notional begins at $109.3 million and declines over the term of the swap ending at $94.9 million as of the December 2024 contract termination date. The following summarizes the balance sheet classification and fair value of the Company’s derivative instruments as of December 31, 2021 and 2020 : (in thousands) 2021 2020 Other non-current assets Interest rate swap asset $ 439 $ — Total derivative assets $ 439 $ — Accrued and other current liabilities Natural gas swap liability $ 44 $ — Interest rate swap liability 727 — Derivative liabilities Natural gas swap liability 134 — Warrant liabilities 67,290 — Total derivative liabilities $ 68,195 $ — The following table summarizes the income statement effect of gains and losses related to derivative instruments for the years ended December 31, 2021 and 2020: (in thousands) 2021 2020 Gain (loss) on natural gas swap contract $ (424) $ — Gain (loss) on warrant liabilities (3,015) — Gain (loss) on interest rate swap contract (288) — Total $ (3,727) $ — |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Derivative Instruments - Predecessor | 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 392,400 and 789,600 MMBtu as of September 14, 2021 and December 31, 2020, respectively. 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 $1.3 million for the period from January 1 to September 14, 2021 and for the year ended December 31, 2020 respectively. (in thousands) September 14, 2021 December 31, 2020 Natural gas swap asset - included in other noncurrent assets $ 326 $ — Natural gas swap liability - included in derivative liabilities — (1,268) (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Natural gas swap - unrealized gain (loss) $ 1,129 $ (40) Interest rate cap - unrealized loss — (95) |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | NOTE 14 – 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. 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 asset removals, site clean-up, transportation and remediation costs, inflation estimates, and the Company's credit-adjusted risk-free rate. The following summarizes changes in the Company’s ARO liabilities for the years ended December 31, 2021 and 2020: (in thousands) 2021 2020 Balance at beginning of period $ 306 $ — Liabilities acquired (1) 3,580 — Liabilities incurred 706 306 Accretion expense 85 — Balance at end of period $ 4,677 $ 306 (1) Liabilities acquired relate to asset retirement obligations assumed in the Aria Merger. See “Note 4 - Business Combinations and Reverse Recapitalization.” |
Asset Retirement Obligations -
Asset Retirement Obligations - Predecessor | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Asset Retirement Obligations - Predecessor | NOTE 14 – 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. 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 asset removals, site clean-up, transportation and remediation costs, inflation estimates, and the Company's credit-adjusted risk-free rate. The following summarizes changes in the Company’s ARO liabilities for the years ended December 31, 2021 and 2020: (in thousands) 2021 2020 Balance at beginning of period $ 306 $ — Liabilities acquired (1) 3,580 — Liabilities incurred 706 306 Accretion expense 85 — Balance at end of period $ 4,677 $ 306 (1) Liabilities acquired relate to asset retirement obligations assumed in the Aria Merger. See “Note 4 - Business Combinations and Reverse Recapitalization.” |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Asset Retirement Obligations - Predecessor | 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 Year Ended 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. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 15 – Fair Value Measurements Fair Values - Recurring The Company’s Public Warrants and Private Placement Warrants were assumed in connection with the Business Combinations and are accounted for as liabilities carried at fair value prior to their exercise. The fair value of the Public Warrants was based on observable listed prices on the NYSE. Therefore, the Company designated the Public Warrant liabilities as Level 1 financial liabilities prior to their exercise. The fair value of the Private Placement Warrants is determined using the Black-Scholes option pricing model with observable and estimated inputs. Therefore, the Company has designated the Private Placement Warrant liabilities as Level 3 financial liabilities for which there is no current market such that the determination of fair value requires significant judgement or estimation. See “Note 13 - Derivatives Instruments” for quantitative inputs and assumptions for fair value measurements of the Private Placement Warrants. The Company has a natural gas variable to fixed-priced swap agreement that is accounted for as a derivative. Changes in fair value of such agreement are recognized in earnings. The fair value of the Company’s natural gas derivative instruments are measured using an industry-standard pricing model, and the fair value of the natural gas derivative 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, and adjusted for each counterparty's credit rate risk, which are considered as Level 2 measurement. The Company entered into an interest rate swap in December 2021, that locks in a fixed interest rate of 1.094% in exchange for a floating interest rate that resets monthly based on LIBOR, and net gains and losses are recognized currently in gain (loss) on derivative contracts. The fair value of the Company’s interest rate swap is measured using observable benchmark rates at commonly quoted intervals for the term of interest rate swap contracts, which is considered a Level 2 measurement. There were no outstanding derivative instruments as of December 31, 2020. The following table summarizes the outstanding derivative instruments and the fair value hierarchy for the Company’s derivative assets and liabilities that are required to be measured at fair value on a recurring basis: (in thousands) Level 1 Level 2 Level 3 Total Fair Value December 31, 2021 Assets Interest rate swap $ — $ 439 $ — $ 439 Liabilities Private Placement Warrant liabilities $ — $ — $ 67,290 $ 67,290 Natural gas swap — 178 — 178 Interest rate swap — 727 — 727 Financial Instruments Fair Value As of December 31, 2021 and 2020, the fair value of other financial instruments including cash and cash equivalents, prepaid expenses, accounts payable, and accrued and deferred expenses approximate the carrying values because of the short-term maturity of those items. See “Note 11 - Debt” for the fair value of the Company's debt. Fair Values - Nonrecurring The Company applies the provisions of the fair value measurement standard on a nonrecurring basis to non-financial assets and liabilities, including goodwill, assets acquired and liabilities assumed in business combinations, below-market contracts, and asset retirement obligations. These assets and liabilities are not measured at fair value on a recurring basis but are subject to fair value adjustments when facts and circumstances arise that indicate a need for remeasurement. The fair value measurements of goodwill, assets acquired and liabilities assumed, including below-market contracts assumed, in the business combinations are measured on a nonrecurring basis on the acquisition date based on inputs that are not observable in the market, and therefore, represent Level 3 inputs and measurements. See “Note 9 - Goodwill and Intangible Assets” and “Note 4 - Business Combinations and Reverse Recapitalization”. The fair value of the asset retirement obligations 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. ARO estimates are derived from historical costs and management’s expectations of future cost elements, and therefore, represent Level 3 measurements. See “Note 14 - Asset Retirement Obligations.” |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest and Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Redeemable Noncontrolling Interest and Stockholders’ Equity | NOTE 16 – Redeemable Noncontrolling Interest and Stockholders’ Equity Redeemable Noncontrolling Interest The redeemable noncontrolling interest relates to Class A Opco Units, including units issued in connection with the Business Combinations and units owned by the Sponsor, Atlas or Company directors. As of December 31, 2021, the Company directly owned approximately 54.5% of the interest in Opco and the redeemable noncontrolling interest was 45.5%. Holders of Class A Opco Units other than Archaea own an equal number of shares of Class B Common Stock and have a redemption right, subject to certain limitations, to redeem Class A Opco Units and a corresponding number of shares of Class B Common Stock for, at Opco’s option, (i) shares of Class A Common Stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, or (ii) a corresponding amount of cash. Due to the cash redemption provisions of the redemption right, 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 with a par value of $0.0001 per share. As of December 31, 2021 and 2020, no shares of preferred stock were issued or outstanding. Class A Common Stock and Class B 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. The Company is authorized to issue 190.0 million shares of Class B Common Stock with a par value of $0.0001 per share. Class B Common Stock represents a non-economic interest in the Company. The following is a summary of Class A Common Stock and Class B Common Stock activity for the year ended December 31, 2021: (in shares) Class A Common Stock Class B Common Stock Outstanding at beginning of period — — Reverse recapitalization and PIPE Financing 52,847,195 5,931,350 Issued to Legacy Archaea Holders — 23,000,000 Issued in Aria Merger — 33,350,385 Issued for warrant exercises 10,347,923 — Exchange of Class B Common Stock for Class A Common Stock 7,943,621 (7,943,621) Retirement of Class A Common Stock repurchased (6,101,449) — Issued for vested RSUs 84,910 — Outstanding at end of period 65,122,200 54,338,114 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 included the portion of equity ownership in GCES that was not attributable to the unitholders of Opco. The remaining interest in GCES was acquired by Opco in December 2021. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 17 – Share-Based Compensation In connection with Business Combinations, the Company adopted the 2021 Omnibus Incentive Plan (the “Plan”). The Company may grant restricted stock, RSUs, 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 December 31, 2021, and approximately 10.4 million shares remain available for future issuance as of December 31, 2021. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company has elected to account for forfeitures of awards granted under the Plan as they occur in determining compensation expense. Restricted Stock On December 29, 2021, the Company granted a total of 991,020 RSUs to certain employees, officers, and non-employee directors. One RSU award was fully vested on the grant date, the RSUs issued to the non-employee directors vested in full on January 1, 2022, and the remaining RSUs issued vest over periods ranging from 6 months to 3 years from the Business Combinations Closing Date. RSUs will be subject to forfeiture restrictions and cannot be sold, transferred, or disposed of during the restriction period. For the year ended December 31, 2021 and 2020, the Company recognized $2.7 million and zero of share-based compensation expense respectively related to RSUs. At December 31, 2021, there was $14.4 million of unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of approximately 1.5 years. The table below summarizes RSUs activity for the year ended December 31, 2021: Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Outstanding at December 31, 2020 — $ — Granted 991,020 $ 17.23 Vested (1) (140,000) $ 17.23 Forfeited — $ — Outstanding at December 31, 2021 851,020 $ 17.23 ____________________________ (1) Vested RSUs include 55,090 units that were not converted into Class A Common Stock due to net share settlements to cover employee withholding taxes. 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 year ended December 31, 2021 were as follows: Series A Incentive Units Weighted- Average Grant Date Fair Value (per share) Outstanding at December 31, 2020 4,500 $ — Granted 1,500 $ 1,565.90 Forfeited (250) $ — Vested (5,750) $ 408.52 Outstanding at December 31, 2021 — $ — For the years ended December 31, 2021 and 2020, Legacy Archaea recognized compensation expense of $2.3 million and zero, respectively, related to Series A units awards. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | NOTE 18 – Employee Benefit Plans 401(k) Plans The Company maintains two separate qualified tax deferred 401(k) plans that 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. The following table sets forth changes in the plan’s benefit obligations: (in thousands) 2021 2020 Benefit obligation at beginning of year $ — $ — Addition due to Business Combinations 3,567 — Service cost 11 — Interest cost 27 — Net actuarial (gain) loss (917) — Net benefits paid (71) — Benefit obligation at end of year $ 2,617 $ — Amounts recognized in the consolidated balance sheets as of December 31, 2021 and 2020, consist of: (in thousands) 2021 2020 Accrued benefit liability $ 2,617 $ — Net periodic benefit cost recognized in the consolidated statements of comprehensive loss was as follows: (in thousands) 2021 2020 Service cost $ 11 $ — Interest cost 27 — Net actuarial (gain) loss (917) — Net periodic benefit cost $ (879) $ — The discount rate assumption for the net periodic benefit cost for 2021 was 2.62% and the discount rate assumption for the benefit obligation as of December 31, 2021 was 2.56%. Estimated future benefit payments for the next 10 years are as follows for the years ended December 31: (in thousands) 2022 $ 206 2023 162 2024 150 2025 142 2026 147 2027 to 2031 745 |
Benefit Plans - Predecessor
Benefit Plans - Predecessor | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Benefit Plans - Predecessor | NOTE 18 – Employee Benefit Plans 401(k) Plans The Company maintains two separate qualified tax deferred 401(k) plans that 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. The following table sets forth changes in the plan’s benefit obligations: (in thousands) 2021 2020 Benefit obligation at beginning of year $ — $ — Addition due to Business Combinations 3,567 — Service cost 11 — Interest cost 27 — Net actuarial (gain) loss (917) — Net benefits paid (71) — Benefit obligation at end of year $ 2,617 $ — Amounts recognized in the consolidated balance sheets as of December 31, 2021 and 2020, consist of: (in thousands) 2021 2020 Accrued benefit liability $ 2,617 $ — Net periodic benefit cost recognized in the consolidated statements of comprehensive loss was as follows: (in thousands) 2021 2020 Service cost $ 11 $ — Interest cost 27 — Net actuarial (gain) loss (917) — Net periodic benefit cost $ (879) $ — The discount rate assumption for the net periodic benefit cost for 2021 was 2.62% and the discount rate assumption for the benefit obligation as of December 31, 2021 was 2.56%. Estimated future benefit payments for the next 10 years are as follows for the years ended December 31: (in thousands) 2022 $ 206 2023 162 2024 150 2025 142 2026 147 2027 to 2031 745 |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Benefit Plans - Predecessor | 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. The following table sets forth changes in the plan’s benefit obligations: (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Benefit obligation at beginning of year $ 3,750 $ 3,599 Service cost 27 49 Interest cost 64 103 Net actuarial loss (gain) (148) 144 Net benefits paid (72) (145) Benefit obligation at end of period $ 3,621 $ 3,750 Amounts recognized in the consolidated balance sheets consist of: (in thousands) September 14, 2021 December 31, 2020 Accrued benefit liability $ (3,621) $ (3,750) Unrecognized net actuarial loss 1,000 1,205 Unrecognized prior service benefit 136 144 Net amount recognized $ (2,485) $ (2,401) Net periodic benefit cost recognized in the consolidated statements of comprehensive income was as follows: (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Service cost $ 27 $ 49 Interest cost 64 103 Amortization of prior service cost 8 12 Recognition of net actuarial loss 57 87 Net periodic benefit cost $ 156 $ 251 Amounts recognized in other comprehensive loss consist of: (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Net actuarial (loss) gain $ 213 $ (45) |
Risk and Uncertainties
Risk and Uncertainties | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Risk and Uncertainties | NOTE 19 – Risk and Uncertainties The Company maintains at a financial institution cash and cash equivalents that 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 | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Tax | NOTE 20 – Provision for Income Tax The components of income tax expense for the years ended December 31, 2021 and 2020 consisted of the following: (in thousands) 2021 2020 Current Federal $ — $ — State — — Deferred Federal — — State — — Income tax expense $ — $ — The Company recognized federal and state income tax expense of $0 million and $0 million during the years ended December 31, 2021 and 2020, respectively. The Company did not record a tax provision for the year ended December 31, 2020 primarily due to Archaea Energy LLC's status as a pass-through entity for U.S. federal income tax purposes. A reconciliation of income tax expense from operations to the federal statutory rate for the years ended December 31, 2021 and 2020 is as follows: (in thousands) 2021 2020 Income (loss) before income taxes (all domestic) $ (30,921) $ (2,236) U.S. federal statutory tax rate 21 % 21 % Income taxes computed at federal statutory rate $ (6,493) $ (470) State and local taxes (183) 4 Income taxes computed at the federal statutory rate on net income (loss) from pass-through entities not attributable to Class A Common Stock 4,657 648 Change in valuation allowance 1,832 (80) PPP loan forgiveness - nontaxable — (102) Other 187 — Income tax expense $ — $ — The effective tax rates were 0% for the year ended December 31, 2021, and 0% for the year ended December 31, 2020. The difference between the Company’s effective tax rate for the year ended December 31, 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. and State deferred tax assets, income (loss) from pass-through entities not attributable to Class A Common Stock, and state and local taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards. Significant items comprising the net deferred tax assets at December 31, 2021 and 2020 were: (in thousands) 2021 2020 Deferred tax assets Net operating loss carryforwards $ 3,430 $ 194 Investment in partnership ("Outside Basis Deferred Tax Asset") (1) 51,799 — Other 110 46 55,339 240 Valuation allowance (55,224) (109) Deferred tax assets, net of valuation allowance 115 131 Deferred tax liabilities Depreciation — 47 Intangible assets 115 84 115 131 Net deferred tax asset $ — $ — _______________________ (1) This amount is the deferred tax asset the Company recognizes for its book to tax basis difference in its investment in Opco. At December 31, 2021, Archaea Energy Inc. and certain subsidiaries had federal and state net operating loss carryforwards of approximately $15.1 million and $7.2 million, respectively, which will be able to offset future taxable income. The U.S. federal losses will be carried forward indefinitely. State net operating losses have carryover periods ranging from 10 years to unlimited periods. As of December 31, 2021, the Company determined it is not more likely than not the Company’s net deferred tax assets will be realized due to significant negative evidence such as cumulative losses and continues to maintain a full valuation allowance. The valuation allowance for the Company increased by $55.1 million in the year ended December 31, 2021, compared to a decrease of $0.1 million in the year ended December 31, 2020. The increase is related to the valuation allowance applied to deferred tax assets resulting from the Business Combinations, deferred tax assets relating to the acquisition of additional interests in Opco during the fourth quarter, and additional operating losses incurred during 2021. The Company and its subsidiaries file U.S. federal income tax returns and tax returns in various states. The Company is not under any material audits in any jurisdiction. There are no uncertain tax benefits recorded as of December 31, 2021 and 2020. On March 27, 2020, the 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 year ended December 31, 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. All amounts outstanding under such loans have been forgiven as of December 31, 2021. |
Net Earnings (Loss) Per Share
Net Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Earnings (Loss) Per Share | NOTE 21 – 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 deemed to be outstanding beginning at the Closing due to the reverse recapitalization. The Company’s basic earnings per share (“EPS”) of Class A Common Stock is computed based on the average number of shares of Class A Common Stock outstanding for the period. Diluted EPS includes the effects of the Company’s outstanding RSUs and Public Warrants, Forward Purchase Warrants, and Private Placement Warrants, as appropriate prior to their exercise if applicable, unless the effects are anti-dilutive to EPS. The following provides a reconciliation between basic and diluted EPS attributable to Class A Common Stock for the years ended December 31, 2021 and 2020. (in thousands, except per share amounts) 2021 2020 Net income (loss) attributable to Class A Common Stock $ (5,153) $ — Class A Common Stock Average number of shares outstanding - basic 56,466 — Average number of shares outstanding - diluted 56,466 — Net income (loss) per share of Class A Common Stock Basic and diluted $ (0.09) $ — The following potential common shares were excluded from diluted EPS in 2021 as the Company had a net loss for the year: 15,303,946 weighted-average warrants and 159,751 weighted-average RSUs. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | NOTE 10 – Commitments Operating Leases The Company has entered into warehouse, facility, and various office leases with third parties for periods ranging from one The Company also entered into a related-party office lease as a result of its acquisition of interest in GCES in 2020. During the year ended December 31, 2021, the Company paid $0.2 million under this related-party lease that expires in May 2022. For the years ended December 31, 2021 and 2020, the Company recognized rent expense of $0.4 million and $0.2 million, respectively. As of December 31, 2021, future minimum lease payments under the Company’s non-cancellable operating leases are as follows: (in thousands) 2022 $ 1,465 2023 1,893 2024 1,831 2025 1,843 2026 1,875 Thereafter 12,448 Total future minimum lease payments $ 21,355 Other Commitments The Company has various long-term contractual commitments pertaining to its biogas rights agreements. Excluding the evergreen contracts, these agreements expire at various dates through 2045. NOTE 22 - 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 | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 23 – Segment Information The Company’s two reporting segments for the years ended December 31, 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. T he following summarizes selected financial information for the Company’s reporting segments: (in thousands) RNG Power Corporate and Other Total Year ended December 31, 2021 Revenue $ 51,024 $ 20,285 $ 5,817 $ 77,126 Intersegment revenue — 872 (872) — Total revenue and other income 51,024 21,157 4,945 77,126 Equity investment income, net 5,042 641 (30) 5,653 Net income (loss) 17,362 (1,492) (46,791) (30,921) Interest expense 490 — 4,307 4,797 Depreciation, amortization and accretion 10,029 5,718 278 16,025 EBITDA $ 27,881 $ 4,226 $ (42,206) $ (10,099) December 31, 2021 Goodwill $ 29,211 $ — $ — $ 29,211 Year ended December 31, 2020 Revenue $ 34 $ — $ 6,489 6,523 Intersegment revenue — — — — Total revenue and other income 34 — 6,489 6,523 Equity investment income, net — — — — Net income (loss) (1,125) (11) (1,100) (2,236) Interest expense — — 20 20 Depreciation, amortization and accretion 3 — 134 137 EBITDA $ (1,122) $ (11) $ (946) $ (2,079) December 31, 2020 Goodwill $ 2,754 $ — $ — $ 2,754 Major Customers No single customer accounted for more than 10% of the Company's revenues and other income in 2021 and 2020. |
Segment Reporting - Predecessor
Segment Reporting - Predecessor | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Segment Reporting - Predecessor | NOTE 23 – Segment Information The Company’s two reporting segments for the years ended December 31, 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. T he following summarizes selected financial information for the Company’s reporting segments: (in thousands) RNG Power Corporate and Other Total Year ended December 31, 2021 Revenue $ 51,024 $ 20,285 $ 5,817 $ 77,126 Intersegment revenue — 872 (872) — Total revenue and other income 51,024 21,157 4,945 77,126 Equity investment income, net 5,042 641 (30) 5,653 Net income (loss) 17,362 (1,492) (46,791) (30,921) Interest expense 490 — 4,307 4,797 Depreciation, amortization and accretion 10,029 5,718 278 16,025 EBITDA $ 27,881 $ 4,226 $ (42,206) $ (10,099) December 31, 2021 Goodwill $ 29,211 $ — $ — $ 29,211 Year ended December 31, 2020 Revenue $ 34 $ — $ 6,489 6,523 Intersegment revenue — — — — Total revenue and other income 34 — 6,489 6,523 Equity investment income, net — — — — Net income (loss) (1,125) (11) (1,100) (2,236) Interest expense — — 20 20 Depreciation, amortization and accretion 3 — 134 137 EBITDA $ (1,122) $ (11) $ (946) $ (2,079) December 31, 2020 Goodwill $ 2,754 $ — $ — $ 2,754 Major Customers No single customer accounted for more than 10% of the Company's revenues and other income in 2021 and 2020. |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Segment Reporting - Predecessor | Segment Reporting - Predecessor January 1 to September 14, 2021 (in thousands) RNG Power Corporate and Other Total Total revenue $ 82,338 $ 37,058 $ (1,807) $ 117,589 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 Year ended December 31, 2020 (in thousands) RNG Power Corporate and Other Total Total revenue $ 81,559 $ 57,322 $ — $ 138,881 Net income (loss) 30,459 (26,048) (34,334) (29,923) Depreciation, amortization and accretion 9,012 21,478 74 30,564 Interest expense — — 19,319 19,319 EBITDA $ 39,471 $ (4,570) $ (14,941) $ 19,960 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 24 – 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). 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 December 31, 2021, the Company has paid a total of $17.9 million to NESS under the EPC contract. The Company also reimbursed NESS $5.8 million for costs outside the EPC related to the Assai project. This agreement is considered to be a related party transaction due to the owners of NESS also being certain employees of the Company. As of December 31, 2021, the Company had a related party balances with NESS including a payable of $1.5 million and a receivable of $0.2 million. O&M Contracts with Mavrix JV The Company provides O&M services to the Mavrix JV and recognized revenues of $0.4 million for the period from the Business Combinations thorough December 31, 2021. As of December 31, 2021, the Company had a related party balances with Mavrix including a payable of zero and a receivable of $0.4 million. |
Related Party Transactions - Pr
Related Party Transactions - Predecessor | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Related Party Transactions - Predecessor | NOTE 24 – 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). 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 December 31, 2021, the Company has paid a total of $17.9 million to NESS under the EPC contract. The Company also reimbursed NESS $5.8 million for costs outside the EPC related to the Assai project. This agreement is considered to be a related party transaction due to the owners of NESS also being certain employees of the Company. As of December 31, 2021, the Company had a related party balances with NESS including a payable of $1.5 million and a receivable of $0.2 million. O&M Contracts with Mavrix JV The Company provides O&M services to the Mavrix JV and recognized revenues of $0.4 million for the period from the Business Combinations thorough December 31, 2021. As of December 31, 2021, the Company had a related party balances with Mavrix including a payable of zero and a receivable of $0.4 million. |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Related Party Transactions - Predecessor | Related Party Transactions - PredecessorSales are made to and services are purchased from entities and individuals affiliated through common ownership. Aria provides O&M 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) January 1 to September 14, 2021 Year Ended December 31, 2020 Sales of construction services $ 32 $ 9,983 Sales of operations and maintenance services $ 1,215 $ 1,701 Sales of administrative and other services $ 221 $ 409 |
Capital - Predecessor
Capital - Predecessor | 12 Months Ended |
Dec. 31, 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 September 14, 2021 and December 31, 2020: (in thousands, except price per share) September 14, 2021 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 (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) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the SEC. These financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the results for the periods presented. The Company's accounting policies conform to GAAP and have been consistently applied in the presentation of financial statements. The Company's consolidated financial statements include all wholly-owned subsidiaries and all variable interest entities with respect to which the Company determined it is the primary beneficiary. 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 93 . 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 financial statements include the assets, liabilities and results of operations of the Company and its consolidated subsidiaries beginning on September 15, 2021, which includes approximately 3.5 months of the combined results of the businesses of Legacy Archaea and Aria as operated by the Company after the Business Combination for the year ended December 31, 2021. 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 features of the redemption right. See “Note 16 - Redeemable Noncontrolling Interest and Stockholders' Equity.” 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 consolidated balance sheets. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with 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 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 stockholders’ 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 consummation of the Business Combinations, noncontrolling interest includes the economic interest of Class A Opco Units not owned by the Company, which has been classified as redeemable noncontrolling interest due to certain provisions that allow for cash settlement of the redemption right at the Company’s election. See “Note 16 - Redeemable Noncontrolling Interest and Stockholders' Equity.” |
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. |
Revenue Recognition | Revenue Recognition The Company generates revenues from the production and sales of RNG, Power, and associated Environmental Attributes, as well as the performance of other landfill energy O&M services. The Company also manufactures and sells customized pollution control equipment and performs associated maintenance agreement services. Based on requirements of 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 and electricity. 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, including RNG, electricity and their related Environmental Attributes. 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. 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 and operated nine RNG facilities, and with the achievement of commercial operations at the Assai facility in December 2021. 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. 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. These Environmental Attributes are able to be separated and sold independent from the RNG produced, therefore, no cost is allocated to the Environmental Attributes when they are generated. When the RNG and RIN are sold on a bundled basis under the same contract, revenue is recognized when the RNG is produced and the RNG and associated RIN are transferred to a third party. For RIN and LCFS sales that are under contracts independent from RNG sales, 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 and has expanded as a result of the acquisition of Aria, which at the time of the Business Combinations owned, and in most cases operated, twelve LFG to renewable electricity facilities, and the subsequent acquisition of four additional LFG to electricity facilities. A significant portion of the electricity generated is sold and delivered under the terms of 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 an RTO 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. 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. These RECs are able to be separated and sold independent from the Power produced, therefore, no cost is allocated to the RECs when they are generated. 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 a sales agreement exists 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. 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 | 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 11 - 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, future royalty payments, and other reserve payments related to operating expenses. 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 where 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 December 31, 2021 or 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, the period of the associated landfill gas rights agreement, and the Company’s business plans for the asset, including planned conversions from Power to RNG facilities. When the underlying cost of particular components are not determinable, such as through an acquisition, an economic life for the entire facility is determined. When the value of the components are known, the estimated useful lives of our property and equipment are generally as follows: machinery and equipment, 5 to 30 years; buildings and improvements, 20 to 30 years; computer software and hardware, 1 to 5 years; and other furniture and fixtures, 3 to 5 years. Land is not depreciated. Costs associated with the construction of biogas facilities are capitalized during the construction period and include direct costs such as 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, plant 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 The Company reviews long-lived assets, such as property, plant, equipment and biogas rights, for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. In performing this review, undiscounted future cash flows associated with the long-lived asset or group of long-lived assets are estimated at |
Equity Method Investments | Equity Method Investments Investments in entities that the Company does not control or VIEs 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 statements of operations. Investments are increased by additional contributions and earnings and are reduced by equity losses and distributions. Equity method investments are evaluated for impairment when the Company determines factors indicate that an other than temporary loss has occurred. |
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 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. |
Postretirement Obligations | Postretirement Obligations Postretirement benefits amounts recognized in consolidated financial statements are determined on an actuarial basis. The Company obtains an independent actuary valuation of its postretirement obligation annually as of December 31st. To calculate the present value of plan liabilities, the discount rate needs to be determined and 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. Actuarial gains and losses are recognized in Other income (expense) in the period determined. |
Income Taxes | Income Taxes Archaea is a corporation and is subject to U.S. federal income and applicable state taxation. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax laws and tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company routinely assesses the realizability of its deferred tax assets by analyzing the reversal periods of available net operating loss carryforwards and credit carryforwards, temporary differences in tax assets and liabilities, the availability of tax planning strategies, and estimates of future taxable income and other factors. Deferred tax assets may be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured as the largest amount that is greater than 50% likely of being realized. The Company records interest related to an underpayment of income taxes in interest expense and penalties in operating expenses. |
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 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 (“RSUs”) are valued at the grant date using the 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 with a term greater than 12 months classified as operating leases under previous GAAP. ASU 2016-02 is effective for the Company for fiscal years beginning after December 15, 2021 with early adoption permitted. Upon adoption of Topic 842 as of January 1, 2022, the Company recognized approximately $7 million of ROU assets and lease liabilities on its Consolidated Balance Sheet related to operating leases existing on the adoption date. The adoption of Topic 842 did not have a material impact on the Company’s Consolidated Statement of Operations or Consolidated Statement of 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 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 No. 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 the London Inter-Bank Offered Rate (“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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Predecessor (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the SEC. These financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the results for the periods presented. The Company's accounting policies conform to GAAP and have been consistently applied in the presentation of financial statements. The Company's consolidated financial statements include all wholly-owned subsidiaries and all variable interest entities with respect to which the Company determined it is the primary beneficiary. 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 93 . 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. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with 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 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 stockholders’ 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 consummation of the Business Combinations, noncontrolling interest includes the economic interest of Class A Opco Units not owned by the Company, which has been classified as redeemable noncontrolling interest due to certain provisions that allow for cash settlement of the redemption right at the Company’s election. See “Note 16 - Redeemable Noncontrolling Interest and Stockholders' Equity.” |
Revenue Recognition | Revenue Recognition The Company generates revenues from the production and sales of RNG, Power, and associated Environmental Attributes, as well as the performance of other landfill energy O&M services. The Company also manufactures and sells customized pollution control equipment and performs associated maintenance agreement services. Based on requirements of 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 and electricity. 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, including RNG, electricity and their related Environmental Attributes. 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. 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 and operated nine RNG facilities, and with the achievement of commercial operations at the Assai facility in December 2021. 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. 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. These Environmental Attributes are able to be separated and sold independent from the RNG produced, therefore, no cost is allocated to the Environmental Attributes when they are generated. When the RNG and RIN are sold on a bundled basis under the same contract, revenue is recognized when the RNG is produced and the RNG and associated RIN are transferred to a third party. For RIN and LCFS sales that are under contracts independent from RNG sales, 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 and has expanded as a result of the acquisition of Aria, which at the time of the Business Combinations owned, and in most cases operated, twelve LFG to renewable electricity facilities, and the subsequent acquisition of four additional LFG to electricity facilities. A significant portion of the electricity generated is sold and delivered under the terms of 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 an RTO 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. 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. These RECs are able to be separated and sold independent from the Power produced, therefore, no cost is allocated to the RECs when they are generated. 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 a sales agreement exists 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. 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. |
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, the period of the associated landfill gas rights agreement, and the Company’s business plans for the asset, including planned conversions from Power to RNG facilities. When the underlying cost of particular components are not determinable, such as through an acquisition, an economic life for the entire facility is determined. When the value of the components are known, the estimated useful lives of our property and equipment are generally as follows: machinery and equipment, 5 to 30 years; buildings and improvements, 20 to 30 years; computer software and hardware, 1 to 5 years; and other furniture and fixtures, 3 to 5 years. Land is not depreciated. Costs associated with the construction of biogas facilities are capitalized during the construction period and include direct costs such as 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, plant 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 The Company reviews long-lived assets, such as property, plant, equipment and biogas rights, for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. In performing this review, undiscounted future cash flows associated with the long-lived asset or group of long-lived assets are estimated at |
Equity Method Investments | Equity Method Investments Investments in entities that the Company does not control or VIEs 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 statements of operations. Investments are increased by additional contributions and earnings and are reduced by equity losses and distributions. Equity method investments are evaluated for impairment when the Company determines factors indicate that an other than temporary loss has occurred. |
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 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. |
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 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. |
Postretirement Obligations | Postretirement Obligations Postretirement benefits amounts recognized in consolidated financial statements are determined on an actuarial basis. The Company obtains an independent actuary valuation of its postretirement obligation annually as of December 31st. To calculate the present value of plan liabilities, the discount rate needs to be determined and 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. Actuarial gains and losses are recognized in Other income (expense) in the period determined. |
Income Taxes | Income Taxes Archaea is a corporation and is subject to U.S. federal income and applicable state taxation. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax laws and tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company routinely assesses the realizability of its deferred tax assets by analyzing the reversal periods of available net operating loss carryforwards and credit carryforwards, temporary differences in tax assets and liabilities, the availability of tax planning strategies, and estimates of future taxable income and other factors. Deferred tax assets may be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured as the largest amount that is greater than 50% likely of being realized. The Company records interest related to an underpayment of income taxes in interest expense and penalties in operating expenses. |
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. |
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 (“GAAP”). Certain amounts for prior years have been reclassified to conform to the current presentation |
Segment Reporting | Segment Reporting Aria reports segment information in two segments: RNG and Power. LFG fuel source is a common element, though Aria had a new RNG plant that was under construction as of the Closing 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 | Use of EstimatesThe preparation of the consolidated financial statements in conformity with 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”). |
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 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, 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 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 year ended December 31, 2020 , approximately 41% of revenue was accounted for under ASC 606 and 59% under ASC 840. The following tables display Aria’s revenue by major source and by operating segment for the periods January 1 to September 14, 2021 and the year ended December 31, 2020: (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 RNG, including RINs and LCFSs $ 83,848 $ 75,143 Gas O&M service 974 — Power, including RECs 31,217 46,434 Electric O&M service 4,211 11,003 Other 32 9,983 Total $ 120,282 $ 142,563 Operating segments RNG $ 84,853 $ 85,126 Power 35,429 57,437 Total $ 120,282 $ 142,563 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 PPAs 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 off-taker. 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 off-taker. 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 RNG processed from LFG 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 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 consolidated statement of operations. |
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. |
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 period ended September 14, 2021 and the year ended December 31, 2020. |
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 in the period ended September 14, 2021. The assets and liabilities included in the consolidated balance sheet that are held for sale as of December 31, 2020 are as follows: (in thousands) Current assets Accounts receivable $ 2,092 Inventory 3,034 Related party accounts receivable and advances 88 Prepaid expenses and other current assets 686 Total current assets 5,900 Property and equipment – net 4,906 Intangible assets – net 82,179 Held for sale valuation allowance (25,293) Investment in joint ventures 2,342 Total assets held for sale $ 70,034 Current liabilities Accounts payable - trade $ 824 Accrued and other current liabilities 2,066 Total current liabilities 2,890 Below-market contracts 6,060 Asset retirement obligations 3,584 Total liabilities $ 12,534 Aria recorded a valuation allowance in relation to its sale of LESPH’s assets and liabilities. Given the characteristics of the cooperative sale process, this was treated as a separate transaction from the settlement of the debt (through the execution of the Mutual Release Agreement). Since the former will result in a loss, it is recognized as an impairment charge of $25.3 million in 2020. 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 statement of operations were $67.6 million and $38.4 million for the year-to-date period ended September 14, 2021 and the year ended December 31, 2020, respectively. 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 PPA also specific to the project site), and liabilities associated with out of market contracts (out of market PPAs, if applicable). |
Other Noncurrent Assets | Other Noncurrent Assets The other noncurrent assets 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. |
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. |
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. |
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. |
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. |
Income Taxes | Income Taxes Aria Energy LLC is a limited liability company treated as a pass-through entity for U.S. federal income tax purposes and is generally not subject to U.S. federal income tax at an entity level. 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. |
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. |
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. |
Organization and Description _2
Organization and Description of Business (Tables) | 12 Months Ended |
Dec. 31, 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 and as of December 31, 2021, which gives rise to the redeemable noncontrolling interest at Archaea, is as follows: December 31, 2021 September 15, 2021 Equity Holder Class A Opco Units % Interest Class A Opco Units % Interest Archaea 65,122,200 54.5 % 52,847,195 45.9 % Total controlling interests 65,122,200 54.5 % 52,847,195 45.9 % Aria Holders 15,056,379 12.6 % 23,000,000 20.0 % Legacy Archaea Holders 33,350,385 27.9 % 33,350,385 29.0 % Sponsor, Atlas and RAC independent directors 5,931,350 5.0 % 5,931,350 5.2 % Total redeemable noncontrolling interests 54,338,114 45.5 % 62,281,735 54.1 % Total 119,460,314 100.0 % 115,128,930 100.0 % |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Predecessor (Tables) - Aria Energy LLC | 12 Months Ended |
Dec. 31, 2021 | |
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 January 1 to September 14, 2021 and the year ended December 31, 2020: (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 RNG, including RINs and LCFSs $ 83,848 $ 75,143 Gas O&M service 974 — Power, including RECs 31,217 46,434 Electric O&M service 4,211 11,003 Other 32 9,983 Total $ 120,282 $ 142,563 Operating segments RNG $ 84,853 $ 85,126 Power 35,429 57,437 Total $ 120,282 $ 142,563 |
Condensed Balance Sheet | The assets and liabilities included in the consolidated balance sheet that are held for sale as of December 31, 2020 are as follows: (in thousands) Current assets Accounts receivable $ 2,092 Inventory 3,034 Related party accounts receivable and advances 88 Prepaid expenses and other current assets 686 Total current assets 5,900 Property and equipment – net 4,906 Intangible assets – net 82,179 Held for sale valuation allowance (25,293) Investment in joint ventures 2,342 Total assets held for sale $ 70,034 Current liabilities Accounts payable - trade $ 824 Accrued and other current liabilities 2,066 Total current liabilities 2,890 Below-market contracts 6,060 Asset retirement obligations 3,584 Total liabilities $ 12,534 |
Business Combinations and Rev_2
Business Combinations and Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 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 Class A Opco Units (and corresponding shares of Class B Common Stock) $ 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 Closing 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 126,463 Intangible assets, net 607,610 Equity method investments 243,128 Other non-current assets 861 Goodwill 26,457 Amount attributable to assets acquired $ 1,049,602 Fair value of liabilities assumed Accounts payable $ 2,760 Accrued and other current liabilities 26,496 Below-market contracts 146,990 Other long-term liabilities 10,209 Amount attributable to liabilities assumed 186,455 Net assets acquired 863,147 Total Aria Merger consideration $ 863,147 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Intangible assets/(below-market liabilities) acquired, and their related weighted average amortization periods, are as follows: (in thousands, excluding weighted average amortization period in years) As of September 15, 2021 Weighted Average Amortization Period Biogas rights agreements $ 565,300 20 Electricity off-take agreements 23,400 12 Operations and maintenance contracts 8,620 15 RNG purchase contract 10,290 1 Gas off-take agreement liabilities $ (146,990) 11 |
Business Acquisition, Pro Forma Information | The following table includes unaudited pro forma information for the years ended December 31, 2021 and 2020. (in thousands) 2021 2020 Total revenues $ 205,758 $ 162,018 Net income (loss) $ (77,449) $ (49,730) |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2021 and 2020: (in thousands) 2021 2020 RNG, including RINs and LCFSs $ 44,815 $ — Gas O&M service 386 — Power, including RECs 21,502 — Electric O&M service 1,070 — Equipment and associated services 5,817 6,523 Other 98 — Total $ 73,688 $ 6,523 |
Schedule of Contract Assets and Liabilities | Contract assets and liabilities consisted of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 Contract assets (included in Prepaid expenses and other current assets) $ 87 $ 48 Contract liabilities (included in Accrued and other current liabilities) $ (505) $ (1,423) |
Schedule of Revenue Expected to be Recognized on Remaining Performance Obligations Under Sales Contracts | The following table summarizes the revenue the Company expects to recognize over next 20 years on these firm sales contracts as of December 31, 2021: (in thousands) 2022-2023 $ 118,362 2024-2025 123,992 2026-2027 128,826 2028-2029 118,116 2030-2031 119,115 Thereafter 416,779 Total $ 1,025,189 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 Prepaid equipment and parts $ 6,578 $ — Prepaid royalties 5,119 1,255 Prepaid insurance 4,852 112 Other prepaid expenses 4,676 3,363 Total $ 21,225 $ 4,730 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 Machinery and equipment $ 285,718 $ 376 Buildings and improvements 16,039 88 Furniture and fixtures 1,176 13 Construction in progress 55,039 51,927 Land 246 1 Total cost 358,218 52,405 Less accumulated depreciation (7,635) (37) Property, plant and equipment, net $ 350,583 $ 52,368 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Predecessor (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and 2020: (in thousands) 2021 2020 Machinery and equipment $ 285,718 $ 376 Buildings and improvements 16,039 88 Furniture and fixtures 1,176 13 Construction in progress 55,039 51,927 Land 246 1 Total cost 358,218 52,405 Less accumulated depreciation (7,635) (37) Property, plant and equipment, net $ 350,583 $ 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) September 14, 2021 December 31, 2020 Buildings $ 25,391 $ 25,186 Machinery and equipment 167,935 166,191 Furniture and fixtures 1,154 1,154 Construction in progress 1,799 1,366 Total cost 196,279 193,897 Accumulated depreciation (132,450) (123,138) Net property, plant and equipment $ 63,829 $ 70,759 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
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) December 31, 2021 Assets $ 203,864 Liabilities 15,477 Net assets $ 188,387 Company's share of equity in net assets $ 94,194 (in thousands) Year Ended December 31, 2021 Total revenues $ 34,958 Net income $ 16,433 Company's share of net income $ 8,217 |
Equity Method Investments - P_2
Equity Method Investments - Predecessor (Tables) | 12 Months Ended |
Dec. 31, 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) December 31, 2021 Assets $ 203,864 Liabilities 15,477 Net assets $ 188,387 Company's share of equity in net assets $ 94,194 (in thousands) Year Ended December 31, 2021 Total revenues $ 34,958 Net income $ 16,433 Company's share of net income $ 8,217 |
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 Aria’s share of equity in net assets 77,993 (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Revenue $ 78,125 $ 60,459 Net income $ 38,512 $ 18,801 Aria’s share of net income $ 19,777 $ 9,298 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following as of December 31, 2021 and 2020: (in thousands) 2021 Gross Carrying Amount Accumulated Amortization Net Biogas rights agreements $ 603,868 $ 8,237 $ 595,631 Electricity off-take agreements 26,511 749 25,762 Operations and maintenance contracts 8,620 173 8,447 RNG purchase contract 10,290 1,959 8,331 Customer relationships 350 140 210 Trade names 150 60 90 Total $ 649,789 $ 11,318 $ 638,471 (in thousands) 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 Estimated Future Amortization Expense | Estimated future amortization expense, including amortization classified as cost of energy expense, for years ended December 31 is as follows: (in thousands) 2022 $ 39,539 2023 35,521 2024 33,729 2025 33,629 2026 33,533 Thereafter 462,520 Total $ 638,471 |
Schedule of Below-Market Contract Liability | Gross Liability Accumulated Amortization Net Gas off-take agreements $ 146,990 $ 4,360 $ 142,630 |
Intangible Assets - Predecess_2
Intangible Assets - Predecessor (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and 2020: (in thousands) 2021 Gross Carrying Amount Accumulated Amortization Net Biogas rights agreements $ 603,868 $ 8,237 $ 595,631 Electricity off-take agreements 26,511 749 25,762 Operations and maintenance contracts 8,620 173 8,447 RNG purchase contract 10,290 1,959 8,331 Customer relationships 350 140 210 Trade names 150 60 90 Total $ 649,789 $ 11,318 $ 638,471 (in thousands) 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 | Gross Liability Accumulated Amortization Net Gas off-take agreements $ 146,990 $ 4,360 $ 142,630 |
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 September 14, 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gas rights agreements $ 217,285 $ 109,436 $ 107,849 O&M contracts 3,500 2,652 848 Gas sales agreements 32,059 23,019 9,040 Total $ 252,844 $ 135,107 $ 117,737 December 31, 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gas rights agreements $ 217,285 $ 102,944 $ 114,341 O&M 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: (in thousands) Expense Type of Contract Amortization Line Item Remaining Lives January 1 to September 14, 2021 Year Ended December 31, 2020 Gas rights Depreciation, amortization and accretion 4 to 16 years $ 6,493 $ 14,636 O&M contracts Amortization of intangibles and below-market contracts 5 years $ 178 $ 552 Gas sales Amortization of intangibles and below-market contracts 1 to 8 years $ 2,514 $ 3,566 |
Schedule of Below-Market Contract Liability | These include: September 14, 2021 Gross Accumulated (in thousands) Liability Amortization Net Gas purchase agreements $ 19,828 $ 15,893 $ 3,935 December 31, 2020 Gross Accumulated (in thousands) Liability Amortization Net Gas purchase agreements $ 19,828 $ 14,059 $ 5,769 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | As of December 31, 2021, future minimum lease payments under the Company’s non-cancellable operating leases are as follows: (in thousands) 2022 $ 1,465 2023 1,893 2024 1,831 2025 1,843 2026 1,875 Thereafter 12,448 Total future minimum lease payments $ 21,355 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The Company's outstanding debt consists of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 New Credit Agreement - Term Loan $ 218,625 $ — Wilmington Trust – 4.47% Term Note 60,828 — Wilmington Trust – 3.75% Term Note 72,542 — Comerica Bank – Specific Advance Facility Note — 4,320 Comerica Term Loan — 12,000 Kubota Corporation – Term Notes — 46 351,995 16,366 Less unamortized debt issuance costs (9,221) (291) Long-term debt less debt issuance costs 342,774 16,075 Less current maturities, net (11,378) (1,302) Total long-term debt $ 331,396 $ 14,773 |
Schedule of Maturities of Long-term Debt | Scheduled future maturities of long-term debt principal amounts are as follows: (in thousands) 2022 $ 12,752 2023 17,108 2024 17,371 2025 17,598 2026 185,607 Thereafter 101,559 Total $ 351,995 |
Long-Term Debt - Predecessor (T
Long-Term Debt - Predecessor (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and 2020: (in thousands) 2021 2020 New Credit Agreement - Term Loan $ 218,625 $ — Wilmington Trust – 4.47% Term Note 60,828 — Wilmington Trust – 3.75% Term Note 72,542 — Comerica Bank – Specific Advance Facility Note — 4,320 Comerica Term Loan — 12,000 Kubota Corporation – Term Notes — 46 351,995 16,366 Less unamortized debt issuance costs (9,221) (291) Long-term debt less debt issuance costs 342,774 16,075 Less current maturities, net (11,378) (1,302) Total long-term debt $ 331,396 $ 14,773 |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Outstanding Debt | (in thousands) September 14, 2021 December 31, 2020 Notes payable - due October 7, 2020 $ 91,115 $ 102,831 Term Loan B - due May 2022 — 137,978 Debt origination costs (685) (1,385) Total 90,430 239,424 Less: current portion of debt, net 90,430 102,831 Long-term portion $ — $ 136,593 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued and other current liabilities consist of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 Accrued expenses $ 16,638 $ 5,957 Accrued capital expenditures 16,609 — Derivative liabilities 771 — Payroll and related costs 7,683 — Accrued interest 738 590 Contract liabilities 505 1,423 Other current liabilities 3,335 300 Total $ 46,279 $ 8,270 |
Other Current Liabilities | Accrued and other current liabilities consist of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 Accrued expenses $ 16,638 $ 5,957 Accrued capital expenditures 16,609 — Derivative liabilities 771 — Payroll and related costs 7,683 — Accrued interest 738 590 Contract liabilities 505 1,423 Other current liabilities 3,335 300 Total $ 46,279 $ 8,270 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
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 December 31, Stock price $ 18.05 $ 18.28 Exercise price $ 11.50 $ 11.50 Volatility 45.8 % 46.0 % Expected term (years) 5.0 4.7 Risk-free interest rate 0.79 % 1.21 % |
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 statement of operations. The changes in the Redeemable Warrants and Private Placement Warrants liabilities through December 31, 2021 are as follows: (in thousands) Warrant liabilities as of September 15, 2021 (Closing Date) $ 150,153 Change in fair value 3,015 Less fair value of warrants exercised or redeemed (85,878) Warrant liabilities as of December 31, 2021 $ 67,290 |
Schedule of Balance Sheet Effect of Fair Value | The following summarizes the balance sheet classification and fair value of the Company’s derivative instruments as of December 31, 2021 and 2020 : (in thousands) 2021 2020 Other non-current assets Interest rate swap asset $ 439 $ — Total derivative assets $ 439 $ — Accrued and other current liabilities Natural gas swap liability $ 44 $ — Interest rate swap liability 727 — Derivative liabilities Natural gas swap liability 134 — Warrant liabilities 67,290 — Total derivative liabilities $ 68,195 $ — |
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 for the years ended December 31, 2021 and 2020: (in thousands) 2021 2020 Gain (loss) on natural gas swap contract $ (424) $ — Gain (loss) on warrant liabilities (3,015) — Gain (loss) on interest rate swap contract (288) — Total $ (3,727) $ — |
Derivative Instruments - Pred_2
Derivative Instruments - Predecessor (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Balance Sheet Effect of Fair Value | The following summarizes the balance sheet classification and fair value of the Company’s derivative instruments as of December 31, 2021 and 2020 : (in thousands) 2021 2020 Other non-current assets Interest rate swap asset $ 439 $ — Total derivative assets $ 439 $ — Accrued and other current liabilities Natural gas swap liability $ 44 $ — Interest rate swap liability 727 — Derivative liabilities Natural gas swap liability 134 — Warrant liabilities 67,290 — Total derivative liabilities $ 68,195 $ — |
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 for the years ended December 31, 2021 and 2020: (in thousands) 2021 2020 Gain (loss) on natural gas swap contract $ (424) $ — Gain (loss) on warrant liabilities (3,015) — Gain (loss) on interest rate swap contract (288) — Total $ (3,727) $ — |
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) September 14, 2021 December 31, 2020 Natural gas swap asset - included in other noncurrent assets $ 326 $ — Natural gas swap liability - included in derivative liabilities — (1,268) |
Schedule of Income Statement Effect of Gains (Losses) Related to Derivative Instruments | (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Natural gas swap - unrealized gain (loss) $ 1,129 $ (40) Interest rate cap - unrealized loss — (95) |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations, Liabilities | The following summarizes changes in the Company’s ARO liabilities for the years ended December 31, 2021 and 2020: (in thousands) 2021 2020 Balance at beginning of period $ 306 $ — Liabilities acquired (1) 3,580 — Liabilities incurred 706 306 Accretion expense 85 — Balance at end of period $ 4,677 $ 306 (1) Liabilities acquired relate to asset retirement obligations assumed in the Aria Merger. See “Note 4 - Business Combinations and Reverse Recapitalization.” |
Asset Retirement Obligations _2
Asset Retirement Obligations - Predecessor (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2021 and 2020: (in thousands) 2021 2020 Balance at beginning of period $ 306 $ — Liabilities acquired (1) 3,580 — Liabilities incurred 706 306 Accretion expense 85 — Balance at end of period $ 4,677 $ 306 (1) Liabilities acquired relate to asset retirement obligations assumed in the Aria Merger. See “Note 4 - Business Combinations and Reverse Recapitalization.” |
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 Year Ended 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Derivative Liabilities Measured on Recurring Basis | The following table summarizes the outstanding derivative instruments and the fair value hierarchy for the Company’s derivative assets and liabilities that are required to be measured at fair value on a recurring basis: (in thousands) Level 1 Level 2 Level 3 Total Fair Value December 31, 2021 Assets Interest rate swap $ — $ 439 $ — $ 439 Liabilities Private Placement Warrant liabilities $ — $ — $ 67,290 $ 67,290 Natural gas swap — 178 — 178 Interest rate swap — 727 — 727 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest and Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Issuance and Repurchases | The following is a summary of Class A Common Stock and Class B Common Stock activity for the year ended December 31, 2021: (in shares) Class A Common Stock Class B Common Stock Outstanding at beginning of period — — Reverse recapitalization and PIPE Financing 52,847,195 5,931,350 Issued to Legacy Archaea Holders — 23,000,000 Issued in Aria Merger — 33,350,385 Issued for warrant exercises 10,347,923 — Exchange of Class B Common Stock for Class A Common Stock 7,943,621 (7,943,621) Retirement of Class A Common Stock repurchased (6,101,449) — Issued for vested RSUs 84,910 — Outstanding at end of period 65,122,200 54,338,114 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | The table below summarizes RSUs activity for the year ended December 31, 2021: Restricted Stock Units Weighted- Average Grant Date Fair Value (per share) Outstanding at December 31, 2020 — $ — Granted 991,020 $ 17.23 Vested (1) (140,000) $ 17.23 Forfeited — $ — Outstanding at December 31, 2021 851,020 $ 17.23 ____________________________ (1) Vested RSUs include 55,090 units that were not converted into Class A Common Stock due to net share settlements to cover employee withholding taxes. |
Schedule of Plan Activities Related to Unvested Units | Series A Incentive Plan activities related to unvested units during the year ended December 31, 2021 were as follows: Series A Incentive Units Weighted- Average Grant Date Fair Value (per share) Outstanding at December 31, 2020 4,500 $ — Granted 1,500 $ 1,565.90 Forfeited (250) $ — Vested (5,750) $ 408.52 Outstanding at December 31, 2021 — $ — |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Benefit Obligations | The following table sets forth changes in the plan’s benefit obligations: (in thousands) 2021 2020 Benefit obligation at beginning of year $ — $ — Addition due to Business Combinations 3,567 — Service cost 11 — Interest cost 27 — Net actuarial (gain) loss (917) — Net benefits paid (71) — Benefit obligation at end of year $ 2,617 $ — |
Schedule of Net Periodic Benefit Costs Recognized | Net periodic benefit cost recognized in the consolidated statements of comprehensive loss was as follows: (in thousands) 2021 2020 Service cost $ 11 $ — Interest cost 27 — Net actuarial (gain) loss (917) — Net periodic benefit cost $ (879) $ — |
Schedule of Defined Benefit Plans Disclosures | Amounts recognized in the consolidated balance sheets as of December 31, 2021 and 2020, consist of: (in thousands) 2021 2020 Accrued benefit liability $ 2,617 $ — Estimated future benefit payments for the next 10 years are as follows for the years ended December 31: (in thousands) 2022 $ 206 2023 162 2024 150 2025 142 2026 147 2027 to 2031 745 |
Benefit Plans - Predecessor (Ta
Benefit Plans - Predecessor (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Changes in Benefit Obligations | The following table sets forth changes in the plan’s benefit obligations: (in thousands) 2021 2020 Benefit obligation at beginning of year $ — $ — Addition due to Business Combinations 3,567 — Service cost 11 — Interest cost 27 — Net actuarial (gain) loss (917) — Net benefits paid (71) — Benefit obligation at end of year $ 2,617 $ — |
Schedule of Defined Benefit Plans Disclosures | Amounts recognized in the consolidated balance sheets as of December 31, 2021 and 2020, consist of: (in thousands) 2021 2020 Accrued benefit liability $ 2,617 $ — Estimated future benefit payments for the next 10 years are as follows for the years ended December 31: (in thousands) 2022 $ 206 2023 162 2024 150 2025 142 2026 147 2027 to 2031 745 |
Schedule of Net Periodic Benefit Costs Recognized | Net periodic benefit cost recognized in the consolidated statements of comprehensive loss was as follows: (in thousands) 2021 2020 Service cost $ 11 $ — Interest cost 27 — Net actuarial (gain) loss (917) — Net periodic benefit cost $ (879) $ — |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Changes in Benefit Obligations | The following table sets forth changes in the plan’s benefit obligations: (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Benefit obligation at beginning of year $ 3,750 $ 3,599 Service cost 27 49 Interest cost 64 103 Net actuarial loss (gain) (148) 144 Net benefits paid (72) (145) Benefit obligation at end of period $ 3,621 $ 3,750 |
Schedule of Defined Benefit Plans Disclosures | Amounts recognized in the consolidated balance sheets consist of: (in thousands) September 14, 2021 December 31, 2020 Accrued benefit liability $ (3,621) $ (3,750) Unrecognized net actuarial loss 1,000 1,205 Unrecognized prior service benefit 136 144 Net amount recognized $ (2,485) $ (2,401) Amounts recognized in other comprehensive loss consist of: (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Net actuarial (loss) gain $ 213 $ (45) |
Schedule of Net Periodic Benefit Costs Recognized | Net periodic benefit cost recognized in the consolidated statements of comprehensive income was as follows: (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Service cost $ 27 $ 49 Interest cost 64 103 Amortization of prior service cost 8 12 Recognition of net actuarial loss 57 87 Net periodic benefit cost $ 156 $ 251 |
Provision for Income Tax (Table
Provision for Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of the Provision for Income Taxes | The components of income tax expense for the years ended December 31, 2021 and 2020 consisted of the following: (in thousands) 2021 2020 Current Federal $ — $ — State — — Deferred Federal — — State — — Income tax expense $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation to Federal Statutory Tax Rate | A reconciliation of income tax expense from operations to the federal statutory rate for the years ended December 31, 2021 and 2020 is as follows: (in thousands) 2021 2020 Income (loss) before income taxes (all domestic) $ (30,921) $ (2,236) U.S. federal statutory tax rate 21 % 21 % Income taxes computed at federal statutory rate $ (6,493) $ (470) State and local taxes (183) 4 Income taxes computed at the federal statutory rate on net income (loss) from pass-through entities not attributable to Class A Common Stock 4,657 648 Change in valuation allowance 1,832 (80) PPP loan forgiveness - nontaxable — (102) Other 187 — Income tax expense $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards. Significant items comprising the net deferred tax assets at December 31, 2021 and 2020 were: (in thousands) 2021 2020 Deferred tax assets Net operating loss carryforwards $ 3,430 $ 194 Investment in partnership ("Outside Basis Deferred Tax Asset") (1) 51,799 — Other 110 46 55,339 240 Valuation allowance (55,224) (109) Deferred tax assets, net of valuation allowance 115 131 Deferred tax liabilities Depreciation — 47 Intangible assets 115 84 115 131 Net deferred tax asset $ — $ — _______________________ |
Net Earnings (Loss) Per Share (
Net Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 for the years ended December 31, 2021 and 2020. (in thousands, except per share amounts) 2021 2020 Net income (loss) attributable to Class A Common Stock $ (5,153) $ — Class A Common Stock Average number of shares outstanding - basic 56,466 — Average number of shares outstanding - diluted 56,466 — Net income (loss) per share of Class A Common Stock Basic and diluted $ (0.09) $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
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 Year ended December 31, 2021 Revenue $ 51,024 $ 20,285 $ 5,817 $ 77,126 Intersegment revenue — 872 (872) — Total revenue and other income 51,024 21,157 4,945 77,126 Equity investment income, net 5,042 641 (30) 5,653 Net income (loss) 17,362 (1,492) (46,791) (30,921) Interest expense 490 — 4,307 4,797 Depreciation, amortization and accretion 10,029 5,718 278 16,025 EBITDA $ 27,881 $ 4,226 $ (42,206) $ (10,099) December 31, 2021 Goodwill $ 29,211 $ — $ — $ 29,211 Year ended December 31, 2020 Revenue $ 34 $ — $ 6,489 6,523 Intersegment revenue — — — — Total revenue and other income 34 — 6,489 6,523 Equity investment income, net — — — — Net income (loss) (1,125) (11) (1,100) (2,236) Interest expense — — 20 20 Depreciation, amortization and accretion 3 — 134 137 EBITDA $ (1,122) $ (11) $ (946) $ (2,079) December 31, 2020 Goodwill $ 2,754 $ — $ — $ 2,754 |
Segment Reporting - Predecess_2
Segment Reporting - Predecessor (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
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 Year ended December 31, 2021 Revenue $ 51,024 $ 20,285 $ 5,817 $ 77,126 Intersegment revenue — 872 (872) — Total revenue and other income 51,024 21,157 4,945 77,126 Equity investment income, net 5,042 641 (30) 5,653 Net income (loss) 17,362 (1,492) (46,791) (30,921) Interest expense 490 — 4,307 4,797 Depreciation, amortization and accretion 10,029 5,718 278 16,025 EBITDA $ 27,881 $ 4,226 $ (42,206) $ (10,099) December 31, 2021 Goodwill $ 29,211 $ — $ — $ 29,211 Year ended December 31, 2020 Revenue $ 34 $ — $ 6,489 6,523 Intersegment revenue — — — — Total revenue and other income 34 — 6,489 6,523 Equity investment income, net — — — — Net income (loss) (1,125) (11) (1,100) (2,236) Interest expense — — 20 20 Depreciation, amortization and accretion 3 — 134 137 EBITDA $ (1,122) $ (11) $ (946) $ (2,079) 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 | January 1 to September 14, 2021 (in thousands) RNG Power Corporate and Other Total Total revenue $ 82,338 $ 37,058 $ (1,807) $ 117,589 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 Year ended December 31, 2020 (in thousands) RNG Power Corporate and Other Total Total revenue $ 81,559 $ 57,322 $ — $ 138,881 Net income (loss) 30,459 (26,048) (34,334) (29,923) Depreciation, amortization and accretion 9,012 21,478 74 30,564 Interest expense — — 19,319 19,319 EBITDA $ 39,471 $ (4,570) $ (14,941) $ 19,960 |
Related Party Transactions - _2
Related Party Transactions - Predecessor (Tables) | 12 Months Ended |
Dec. 31, 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) January 1 to September 14, 2021 Year Ended December 31, 2020 Sales of construction services $ 32 $ 9,983 Sales of operations and maintenance services $ 1,215 $ 1,701 Sales of administrative and other services $ 221 $ 409 |
Capital - Predecessor (Tables)
Capital - Predecessor (Tables) | 12 Months Ended |
Dec. 31, 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 September 14, 2021 and December 31, 2020: (in thousands, except price per share) September 14, 2021 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 (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) | 12 Months Ended |
Dec. 31, 2021projectfacilitystatelandfill | |
Product Information [Line Items] | |
Number of landfill | landfill | 29 |
Number of states | state | 18 |
Number Of non-operational facilities | facility | 1 |
Projects that produce pipeline-quality RNG | |
Product Information [Line Items] | |
Number of projects | 11 |
LFG to electric project | |
Product Information [Line Items] | |
Number of projects | 18 |
Organization and Description _4
Organization and Description of Business - Schedule of Ownership Structure (Details) - Opco - shares | Dec. 31, 2021 | Sep. 15, 2021 |
Class A Opco Units | ||
Investment owned balance (in shares) | 119,460,314 | 115,128,930 |
% Interest | ||
Controlling And Noncontrolling Interest, Ownership Percentage | 100.00% | 100.00% |
Total controlling interests | ||
Class A Opco Units | ||
Investment owned balance (in shares) | 65,122,200 | 52,847,195 |
% Interest | ||
Noncontrolling interest, ownership percentage by parent | 54.50% | 45.90% |
Total controlling interests | Archaea | ||
Class A Opco Units | ||
Investment owned balance (in shares) | 65,122,200 | 52,847,195 |
% Interest | ||
Noncontrolling interest, ownership percentage by parent | 54.50% | 45.90% |
Nonredeemable Noncontrolling Interests | ||
Class A Opco Units | ||
Investment owned balance (in shares) | 54,338,114 | 62,281,735 |
% Interest | ||
Noncontrolling interest, ownership percentage | 45.50% | 54.10% |
Nonredeemable Noncontrolling Interests | Aria Holders | ||
Class A Opco Units | ||
Investment owned balance (in shares) | 15,056,379 | 23,000,000 |
% Interest | ||
Noncontrolling interest, ownership percentage | 12.60% | 20.00% |
Nonredeemable Noncontrolling Interests | Legacy Archaea Holders | ||
Class A Opco Units | ||
Investment owned balance (in shares) | 33,350,385 | 33,350,385 |
% Interest | ||
Noncontrolling interest, ownership percentage | 27.90% | 29.00% |
Nonredeemable Noncontrolling Interests | Sponsor, Atlas and RAC independent directors | ||
Class A Opco Units | ||
Investment owned balance (in shares) | 5,931,350 | 5,931,350 |
% Interest | ||
Noncontrolling interest, ownership percentage | 5.00% | 5.20% |
Description of Business - Pre_2
Description of Business - Predecessor (Details) | Sep. 14, 2021 |
Ares EIF Management LLC | Total controlling interests | Aria Energy LLC | |
Product Information [Line Items] | |
Noncontrolling interest, ownership percentage by parent | 94.35% |
Basis of Presentation_and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021landfill | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of operating landfill gas to electricity facilities | 12 |
Minimum | Machinery and equipment | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Useful life of property, plant, and equipment | 5 years |
Minimum | Buildings and improvements | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Useful life of property, plant, and equipment | 20 years |
Minimum | Computer Software and Hardware | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Useful life of property, plant, and equipment | 1 year |
Minimum | Furniture and fixtures | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Useful life of property, plant, and equipment | 3 years |
Maximum | Machinery and equipment | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Useful life of property, plant, and equipment | 30 years |
Maximum | Buildings and improvements | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Useful life of property, plant, and equipment | 30 years |
Maximum | Computer Software and Hardware | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Useful life of property, plant, and equipment | 5 years |
Maximum | Furniture and fixtures | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Useful life of property, plant, and equipment | 5 years |
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% |
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% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Predecessor - Narrative (Details) $ in Thousands | Jun. 10, 2021USD ($) | Sep. 14, 2021USD ($)plan | Dec. 31, 2021segment | Dec. 31, 2020USD ($)segment | Sep. 30, 2017USD ($) |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Reporting segment | segment | 2 | 2 | |||
Mavrix | Maximum | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Earn-out payment obligation | $ 9,550 | ||||
Aria Energy LLC | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Reporting segment | plan | 2 | ||||
Percent of revenue, ASC 606 | 36.00% | 41.00% | |||
Percent of revenue, ASC 840 | 64.00% | 59.00% | |||
Proceeds from sale of assets held for sale | $ 58,500 | ||||
Gain on extinguishment of debt | 61,400 | $ 61,411 | $ 0 | ||
Gain (Loss) on Disposition of Business | $ 1,300 | ||||
Impairment of assets | 0 | 25,293 | |||
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 | 38,400 | |||
Aria Energy LLC | Mavrix | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Earn-out payment obligation | 1,700 | $ 1,400 | $ 9,550 | ||
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 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Predecessor - Revenue Recognition (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | |||
Revenue | $ 73,688 | $ 6,523 | |
Aria Energy LLC | |||
Revenue from External Customer [Line Items] | |||
Revenue | $ 120,282 | 142,563 | |
Aria Energy LLC | RNG | |||
Revenue from External Customer [Line Items] | |||
Revenue | 84,853 | 85,126 | |
Aria Energy LLC | Power | |||
Revenue from External Customer [Line Items] | |||
Revenue | 35,429 | 57,437 | |
RNG, including RINs and LCFSs | |||
Revenue from External Customer [Line Items] | |||
Revenue | 44,815 | 0 | |
RNG, including RINs and LCFSs | Aria Energy LLC | |||
Revenue from External Customer [Line Items] | |||
Revenue | 83,848 | 75,143 | |
Gas O&M service | |||
Revenue from External Customer [Line Items] | |||
Revenue | 386 | 0 | |
Gas O&M service | Aria Energy LLC | |||
Revenue from External Customer [Line Items] | |||
Revenue | 974 | 0 | |
Power, including RECs | |||
Revenue from External Customer [Line Items] | |||
Revenue | 21,502 | 0 | |
Power, including RECs | Aria Energy LLC | |||
Revenue from External Customer [Line Items] | |||
Revenue | 31,217 | 46,434 | |
Electric O&M service | |||
Revenue from External Customer [Line Items] | |||
Revenue | 1,070 | 0 | |
Electric O&M service | Aria Energy LLC | |||
Revenue from External Customer [Line Items] | |||
Revenue | 4,211 | 11,003 | |
Other | |||
Revenue from External Customer [Line Items] | |||
Revenue | $ 98 | 0 | |
Other | Aria Energy LLC | |||
Revenue from External Customer [Line Items] | |||
Revenue | $ 32 | $ 9,983 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Predecessor - Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 14, 2021 | Dec. 31, 2020 |
Current Assets | |||
Accounts receivable, net | $ 37,010 | $ 1,780 | |
Inventory | 9,164 | 0 | |
Prepaid expenses and other current assets | 21,225 | 4,730 | |
Total Current Assets | 160,465 | 8,006 | |
Property, plant and equipment, net | 350,583 | 52,368 | |
Current Liabilities | |||
Accounts payable - trade | 11,096 | 14,845 | |
Accrued and other current liabilities | 46,279 | 8,270 | |
Total Current Liabilities | 68,753 | 24,417 | |
Below-market contracts | 142,630 | 0 | |
Asset retirement obligations | 4,677 | 306 | |
Liabilities | $ 620,196 | 42,790 | |
Aria Energy LLC | |||
Current Assets | |||
Accounts receivable, net | $ 27,338 | 20,727 | |
Inventory | 9,015 | 7,770 | |
Prepaid expenses and other current assets | 3,834 | 3,768 | |
Total Current Assets | 45,090 | 116,556 | |
Property, plant and equipment, net | 63,829 | 70,759 | |
Intangible assets, net | 117,737 | 126,922 | |
Assets held for sale | 0 | 70,034 | |
Current Liabilities | |||
Accounts payable - trade | 2,439 | 1,570 | |
Accrued and other current liabilities | 25,210 | 25,736 | |
Total Current Liabilities | 118,079 | 142,671 | |
Below-market contracts | 3,935 | 5,769 | |
Asset retirement obligations | 3,580 | 3,408 | |
Liabilities | $ 130,945 | 294,859 | |
Aria Energy LLC | Discontinued Operations, Held-for-sale | |||
Current Assets | |||
Accounts receivable, net | 2,092 | ||
Inventory | 3,034 | ||
Related party accounts receivable and advances | 88 | ||
Prepaid expenses and other current assets | 686 | ||
Total Current Assets | 5,900 | ||
Property, plant and equipment, net | 4,906 | ||
Intangible assets, net | 82,179 | ||
Valuation Allowance, Held For Sale | (25,293) | ||
Investment in joint ventures | 2,342 | ||
Assets held for sale | 70,034 | ||
Current Liabilities | |||
Accounts payable - trade | 824 | ||
Accrued and other current liabilities | 2,066 | ||
Total Current Liabilities | 2,890 | ||
Below-market contracts | 6,060 | ||
Asset retirement obligations | 3,584 | ||
Liabilities | $ 12,534 |
Recently Issued and Adopted A_2
Recently Issued and Adopted Accounting Standards (Details) - Accounting Standards Update 2016-02 - Subsequent Event $ in Millions | Jan. 01, 2022USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Right-of-use asset | $ 7 |
Lease liabilities | $ 7 |
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 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 14, 2021 | Feb. 29, 2020 |
Reverse Recapitalization [Line Items] | |||||||||
Cash received | $ 236,900 | ||||||||
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 | ||||||||
Revenues | $ 77,126 | $ 6,523 | |||||||
Goodwill | $ 29,211 | $ 29,211 | $ 2,754 | ||||||
GCES | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Ownership percentage | 100.00% | 100.00% | 72.00% | ||||||
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] | |||||||||
Common stock sale price (in usd per share) | $ 12 | ||||||||
Cash consideration | $ 377,122 | ||||||||
Debt repayment | 91,115 | ||||||||
Number of shares issued | 394,910 | ||||||||
Revenues | $ 54,300 | $ 19,800 | |||||||
Transaction costs | $ 3,000 | $ 3,000 | |||||||
Goodwill | $ 26,457 | ||||||||
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 | 54,338,114 | 54,338,114 | 0 | |||||
Common stock, shares issued (in shares) | 54,338,114 | 54,338,114 | 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 | 65,122,200 | 65,122,200 | 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, shares issued (in shares) | 65,122,200 | 65,122,200 | 0 | ||||||
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] | |||||||||
Warrant exercise price (in usd per share) | $ 11.50 | ||||||||
Common stock, shares issued (in shares) | 29,166,667 | ||||||||
Class A Units | Aria Energy LLC | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
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] | |
Class A Opco Units (and corresponding shares of Class B Common Stock) | $ 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 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair value of assets acquired | |||
Goodwill | $ 29,211 | $ 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 | 126,463 | ||
Intangible assets, net | 607,610 | ||
Equity method investments | 243,128 | ||
Other non-current assets | 861 | ||
Goodwill | 26,457 | ||
Amount attributable to assets acquired | 1,049,602 | ||
Fair value of liabilities assumed | |||
Accounts payable | 2,760 | ||
Accrued and other current liabilities | 26,496 | ||
Below-market contracts | 146,990 | ||
Other long-term liabilities | 10,209 | ||
Amount attributable to liabilities assumed | 186,455 | ||
Net assets acquired | 863,147 | ||
Total purchase price consideration | $ 863,147 |
Business Combinations and Rev_6
Business Combinations and Reverse Recapitalization - Intangible Assets Acquired (Details) - Aria Energy LLC $ in Thousands | Sep. 15, 2021USD ($) |
Biogas rights agreements | |
Asset Acquisition, Contingent Consideration [Line Items] | |
Identifiable Assets Acquired | $ 565,300 |
Weighted Average Amortization Period | 20 years |
Electricity off-take agreements | |
Asset Acquisition, Contingent Consideration [Line Items] | |
Identifiable Assets Acquired | $ 23,400 |
Weighted Average Amortization Period | 12 years |
Operations and maintenance contracts | |
Asset Acquisition, Contingent Consideration [Line Items] | |
Identifiable Assets Acquired | $ 8,620 |
Weighted Average Amortization Period | 15 years |
RNG purchase contract | |
Asset Acquisition, Contingent Consideration [Line Items] | |
Identifiable Assets Acquired | $ 10,290 |
Weighted Average Amortization Period | 1 year |
Gas Off-Take Agreement Liabilities | |
Asset Acquisition, Contingent Consideration [Line Items] | |
Identifiable Assets Acquired | $ 146,990 |
Weighted Average Amortization Period | 11 years |
Business Combinations and Rev_7
Business Combinations and Reverse Recapitalization - Pro Forma Financial Information (Details) - Aria Energy LLC - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Acquisition, Contingent Consideration [Line Items] | ||
Total revenues | $ 205,758 | $ 162,018 |
Net income (loss) | $ (77,449) | $ (49,730) |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue by Product Type (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Revenue | $ 73,688 | $ 6,523 |
RNG, including RINs and LCFSs | ||
Revenue from External Customer [Line Items] | ||
Revenue | 44,815 | 0 |
Gas O&M service | ||
Revenue from External Customer [Line Items] | ||
Revenue | 386 | 0 |
Power, including RECs | ||
Revenue from External Customer [Line Items] | ||
Revenue | 21,502 | 0 |
Electric O&M service | ||
Revenue from External Customer [Line Items] | ||
Revenue | 1,070 | 0 |
Equipment and associated services | ||
Revenue from External Customer [Line Items] | ||
Revenue | 5,817 | 6,523 |
Other | ||
Revenue from External Customer [Line Items] | ||
Revenue | $ 98 | $ 0 |
Revenues - Contract Assets and
Revenues - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets (included in Prepaid expenses and other current assets) | $ 87 | $ 48 |
Contract liabilities (included in Accrued and other current liabilities) | $ (505) | $ (1,423) |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognized in contract liability | $ 1.4 |
Revenues -Revenue Expected to b
Revenues -Revenue Expected to be Recognized on Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 1,025,189 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 118,362 |
Remaining performance obligation term | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 123,992 |
Remaining performance obligation term | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 128,826 |
Remaining performance obligation term | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 118,116 |
Remaining performance obligation term | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2030-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 119,115 |
Remaining performance obligation term | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2032-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 416,779 |
Remaining performance obligation term |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid equipment and parts | $ 6,578 | $ 0 |
Prepaid royalties | 5,119 | 1,255 |
Prepaid insurance | 4,852 | 112 |
Other prepaid expenses | 4,676 | 3,363 |
Total | $ 21,225 | $ 4,730 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 358,218 | $ 52,405 |
Less accumulated depreciation | (7,635) | (37) |
Property, plant and equipment, net | 350,583 | 52,368 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 285,718 | 376 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 16,039 | 88 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 1,176 | 13 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 55,039 | 51,927 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 246 | $ 1 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Predecessor (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 14, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 358,218 | $ 52,405 | |
Less accumulated depreciation | (7,635) | (37) | |
Property, plant and equipment, net | 350,583 | 52,368 | |
Gross Carrying Amount | 649,789 | 8,793 | |
Aria Energy LLC | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 196,279 | 193,897 | |
Less accumulated depreciation | (132,450) | (123,138) | |
Property, plant and equipment, net | 63,829 | 70,759 | |
Gross Carrying Amount | 252,844 | 252,844 | |
Buildings | Aria Energy LLC | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 25,391 | 25,186 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 285,718 | 376 | |
Machinery and equipment | Aria Energy LLC | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 167,935 | 166,191 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 1,176 | 13 | |
Furniture and fixtures | Aria Energy LLC | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 1,154 | 1,154 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 55,039 | 51,927 | |
Construction in progress | Aria Energy LLC | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 1,799 | $ 1,366 |
Equity Method Investments - Nar
Equity Method Investments - Narrative (Details) - USD ($) $ in Thousands | Dec. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2017 |
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | $ 262,738 | $ 262,738 | $ 0 | ||
Mavrix | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Membership percentage | 50.00% | ||||
Earn-out payment | 3,700 | ||||
Carrying value basis difference | 154,000 | 154,000 | |||
Amortization of basis difference | $ 3,100 | 3,100 | |||
Interest in undistributed earnings | $ 300 | ||||
Mavrix | 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% | |||
SGP | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Interest in undistributed earnings | $ 0 | ||||
Saturn | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Contributions to equity method investments | $ 7,500 | ||||
Saturn | Saturn | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Interest in joint ventures | 50.00% | ||||
Smaller Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investments | $ 7,100 | $ 7,100 |
Equity Method Investments - Bal
Equity Method Investments - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||
Assets | $ 1,451,189 | $ 74,281 |
Liabilities | 620,196 | $ 42,790 |
Mavrix and Sunshine Gas Producers | ||
Schedule of Equity Method Investments [Line Items] | ||
Assets | 203,864 | |
Liabilities | 15,477 | |
Net assets | 188,387 | |
Company's share of equity in net assets | $ 94,194 |
Equity Method Investments - Inc
Equity Method Investments - Income Statement (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||
Total revenues | $ 77,126 | $ 6,523 |
Mavrix and Sunshine Gas Producers | ||
Schedule of Equity Method Investments [Line Items] | ||
Total revenues | 34,958 | |
Net income | 16,433 | |
Company's share of net income | $ 8,217 |
Equity Method Investments - P_3
Equity Method Investments - Predecessor - Narrative (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |||
Sep. 14, 2021 | Dec. 31, 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 | $ 3,700 | ||||
Mavrix | Aria Energy LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Membership percentage | 50.00% | ||||
Earn-out payment obligation | $ 1,700 | $ 1,400 | $ 9,550 | ||
Earn-out payment | $ 1,700 | $ 1,400 | |||
Mavrix | Two Joint Ventures | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Interest in joint ventures | 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 - P_4
Equity Method Investments - Predecessor - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 14, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | |||
Assets | $ 1,451,189 | $ 74,281 | |
Liabilities | 620,196 | 42,790 | |
Aria Energy LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Assets | $ 313,738 | 392,919 | |
Liabilities | $ 130,945 | 294,859 | |
Mavrix and Sunshine Gas Producers | |||
Schedule of Equity Method Investments [Line Items] | |||
Assets | 203,864 | ||
Liabilities | 15,477 | ||
Net assets | 188,387 | ||
Company's share of equity in net assets | $ 94,194 | ||
Mavrix and Sunshine Gas Producers | 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 - P_5
Equity Method Investments - Predecessor - Income Statement (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Total revenues | $ 77,126 | $ 6,523 | |
Aria Energy LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Total revenues | $ 117,589 | 138,881 | |
Aria’s share of net income | 84,231 | (30,001) | |
Mavrix and Sunshine Gas Producers | |||
Schedule of Equity Method Investments [Line Items] | |||
Total revenues | 34,958 | ||
Net income | 16,433 | ||
Aria’s share of net income | $ 8,217 | ||
Mavrix and Sunshine Gas Producers | Aria Energy LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Total revenues | 78,125 | 60,459 | |
Net income | 38,512 | 18,801 | |
Aria’s share of net income | $ 19,777 | $ 9,298 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 29,211 | $ 2,754 |
Goodwill impairment | 0 | 0 |
Amortization expense | 9,300 | $ 100 |
Amortization of intangibles and below-market contracts | 4,400 | |
Expected future amortization, year one | 14,800 | |
Expected future amortization, year two | 14,800 | |
Expected future amortization, year three | 14,800 | |
Expected future amortization, year four | 14,800 | |
Expected future amortization, year five | 14,800 | |
RNG purchase contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 2,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 649,789 | $ 8,793 |
Accumulated Amortization | 11,318 | 100 |
Net | 638,471 | 8,693 |
Biogas rights agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 603,868 | 8,293 |
Accumulated Amortization | 8,237 | 0 |
Net | 595,631 | 8,293 |
Electricity off-take agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,511 | |
Accumulated Amortization | 749 | |
Net | 25,762 | |
Operations and maintenance contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,620 | |
Accumulated Amortization | 173 | |
Net | 8,447 | |
RNG purchase contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,290 | |
Accumulated Amortization | 1,959 | |
Net | 8,331 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 350 | 350 |
Accumulated Amortization | 140 | 70 |
Net | 210 | 280 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 150 | 150 |
Accumulated Amortization | 60 | 30 |
Net | $ 90 | $ 120 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 39,539 | |
2023 | 35,521 | |
2024 | 33,729 | |
2025 | 33,629 | |
2026 | 33,533 | |
Thereafter | 462,520 | |
Net | $ 638,471 | $ 8,693 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Below-Market Contracts (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Gross Liability | $ 146,990 |
Accumulated Amortization | 4,360 |
Net | $ 142,630 |
Intangible Assets - Predecess_3
Intangible Assets - Predecessor - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 14, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 649,789 | $ 8,793 | |
Accumulated Amortization | 11,318 | 100 | |
Net | $ 638,471 | 8,693 | |
Aria Energy LLC | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 252,844 | 252,844 | |
Accumulated Amortization | 135,107 | 125,922 | |
Net | 117,737 | 126,922 | |
Gas rights agreements | Aria Energy LLC | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 217,285 | 217,285 | |
Accumulated Amortization | 109,436 | 102,944 | |
Net | 107,849 | 114,341 | |
O&M contracts | Aria Energy LLC | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 3,500 | 3,500 | |
Accumulated Amortization | 2,652 | 2,475 | |
Net | 848 | 1,025 | |
Gas sales agreements | Aria Energy LLC | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 32,059 | 32,059 | |
Accumulated Amortization | 23,019 | 20,503 | |
Net | $ 9,040 | $ 11,556 |
Intangible Assets - Predecess_4
Intangible Assets - Predecessor - Details of Intangible Assets (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 9,300 | $ 100 | |
Aria Energy LLC | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 1,800 | 2,400 | |
Aria Energy LLC | Gas rights agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 6,493 | 14,636 | |
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 | O&M contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining Lives | 5 years | ||
Amortization expense | $ 178 | 552 | |
Aria Energy LLC | Gas sales agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 2,514 | $ 3,566 | |
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 |
Intangible Assets - Predecess_5
Intangible Assets - Predecessor - Below-Market Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 14, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Liability | $ 146,990 | ||
Accumulated Amortization | 4,360 | ||
Net | $ 142,630 | ||
Aria Energy LLC | Gas purchase agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Liability | $ 19,828 | $ 19,828 | |
Accumulated Amortization | 15,893 | 14,059 | |
Net | $ 3,935 | $ 5,769 |
Intangible Assets - Predecess_6
Intangible Assets - Predecessor - Narrative (Details) - USD ($) $ in Millions | 8 Months Ended | 12 Months Ended | |
Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 9.3 | $ 0.1 | |
Aria Energy LLC | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 1.8 | $ 2.4 |
Commitments - Narrative (Detail
Commitments - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leased Assets [Line Items] | ||
Rent expense | $ 0.4 | $ 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 | 11 years |
Commitments - Operating Leases
Commitments - Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 1,465 |
2023 | 1,893 |
2024 | 1,831 |
2025 | 1,843 |
2026 | 1,875 |
Thereafter | 12,448 |
Total future minimum lease payments | $ 21,355 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 15, 2021 | Dec. 31, 2020 | Nov. 10, 2020 |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 351,995 | $ 16,366 | ||
Less unamortized debt issuance costs | (9,221) | (291) | ||
Long-term debt less debt issuance costs | 342,774 | 16,075 | ||
Less current maturities, net | (11,378) | (1,302) | ||
Total long-term debt | $ 331,396 | 14,773 | ||
Secured debt | New Credit Agreement - Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 3.35% | |||
Long-term debt, gross | $ 218,625 | 0 | ||
Secured debt | Comerica Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 4.50% | |||
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 | ||
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 | $ 72,542 | 0 | ||
Line of credit | Comerica Bank – Specific Advance Facility Note | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 0 | 4,320 | ||
Loans payable | Comerica Term Loan | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 0 | 12,000 | ||
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 12,752 | |
2023 | 17,108 | |
2024 | 17,371 | |
2025 | 17,598 | |
2026 | 185,607 | |
Thereafter | 101,559 | |
Total | $ 351,995 | $ 16,366 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Sep. 15, 2021 | Jul. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 15, 2021 | Nov. 10, 2020 |
Debt Instrument [Line Items] | ||||||
Estimated fair value of outstanding debt | $ 353,100,000 | |||||
Long-term debt outstanding | 351,995,000 | $ 16,366,000 | ||||
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% | |||||
Assai Senior Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from senior long-term debt | 133,400,000 | |||||
Assai Senior Secured Notes | PEI | ||||||
Debt Instrument [Line Items] | ||||||
Cash consideration | 30,000,000 | |||||
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 | 3.75% Term Note | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 72,500,000 | |||||
Long-term debt outstanding | $ 72,542,000 | 0 | ||||
Debt instrument, interest rate | 3.75% | 3.75% | ||||
Line of credit | New Credit Agreement | Revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | |||||
Long-term debt outstanding | $ 0 | |||||
Issued letters of credit | 14,200,000 | |||||
Borrowing capacity | 235,800,000 | |||||
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 | 4,320,000 | ||||
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 | 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 | $ 218,625,000 | 0 | ||||
Debt instrument, interest rate | 3.35% | |||||
Secured debt | Comerica Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 12,000,000 | |||||
Debt instrument, interest rate | 4.50% | |||||
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 |
Long-Term Debt - Predecessor -
Long-Term Debt - Predecessor - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 14, 2021 | Jun. 10, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 351,995 | $ 16,366 | ||
Less unamortized debt issuance costs | (9,221) | (291) | ||
Long-term debt less debt issuance costs | 342,774 | 16,075 | ||
Less current maturities, net | (11,378) | (1,302) | ||
Total long-term debt | $ 331,396 | 14,773 | ||
Aria Energy LLC | ||||
Debt Instrument [Line Items] | ||||
Less unamortized debt issuance costs | $ (685) | (1,385) | ||
Long-term debt less debt issuance costs | 90,430 | 239,424 | ||
Less current maturities, net | (90,430) | (102,831) | ||
Total long-term debt | 0 | 136,593 | ||
Notes payable | Aria Energy LLC | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 91,115 | $ 122,600 | 102,831 | |
Secured debt | Aria Energy LLC | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 0 | $ 137,978 |
Long-Term Debt - Predecessor _2
Long-Term Debt - Predecessor - Narrative (Details) - USD ($) $ in Thousands | Jun. 10, 2021 | Sep. 30, 2015 | Dec. 31, 2021 | Sep. 14, 2021 | Mar. 01, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Long-term debt outstanding | $ 351,995 | $ 16,366 | ||||
Aria Energy LLC | LESPH | ||||||
Debt Instrument [Line Items] | ||||||
Ownership percentage | 100.00% | |||||
Notes payable | Aria Energy LLC | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt outstanding | $ 122,600 | $ 91,115 | 102,831 | |||
Debt instrument, principal amount | 102,800 | |||||
Unpaid interest | $ 19,800 | |||||
Secured debt | Aria Energy LLC | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt outstanding | $ 0 | 137,978 | ||||
Line of credit facility, maximum borrowing capacity | 200,000 | |||||
Term loan payment | $ 500 | |||||
Secured debt | Revolving credit facility | Aria Energy LLC | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt outstanding | 40,200 | |||||
Line of credit | Aria Energy LLC | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt outstanding | $ 40,000 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 16,638 | $ 5,957 |
Accrued capital expenditures | 16,609 | 0 |
Accrued and other current liabilities | 771 | 0 |
Payroll and related costs | 7,683 | 0 |
Accrued interest | 738 | 590 |
Contract liabilities | 505 | 1,423 |
Other current liabilities | 3,335 | 300 |
Total | $ 46,279 | $ 8,270 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)MMBTUd$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2024USD ($) | Apr. 07, 2021$ / shares | |
Class of Warrant or Right [Line Items] | |||||
Proceeds from exercise of warrants | $ | $ 107,700 | $ 107,663 | $ 0 | ||
Common stock purchase price (in usd per share) | $ / shares | $ 17.65 | ||||
Natural Gas Swap | |||||
Class of Warrant or Right [Line Items] | |||||
Notional quantity, natural gas variable to fixed price swap agreement (energy) | MMBTU | 327,600 | ||||
Cash received on swap | $ | $ 100 | ||||
Interest rate swap | |||||
Class of Warrant or Right [Line Items] | |||||
Derivative, fixed interest rate (in percentage) | 1.094% | ||||
Interest rate swap notional | $ | $ 109,300 | ||||
Interest rate swap | Forecast | |||||
Class of Warrant or Right [Line Items] | |||||
Interest rate swap notional | $ | $ 94,900 | ||||
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) | $ / shares | $ 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) | $ / shares | $ 0.01 | ||||
Threshold trading days | d | 20 | ||||
Class A Units | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant exercise price (in usd per share) | $ / shares | $ 11.50 | ||||
Common stock repurchased (in shares) | 6,101,449 | ||||
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) | $ / shares | $ 18 | $ 18 | |||
Redeemable Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 12,112,492 | ||||
Warrant exercise price (in usd per share) | $ / shares | $ 11.50 | ||||
Redeemable Warrants | 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) | $ / shares | $ 0.10 | ||||
Public Warrant | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 9,114,403 | ||||
Redemption price of outstanding warrants (in usd per share) | $ / shares | $ 0.10 | ||||
Warrants exercised on cashless basis (in shares) | 2,724,515 | ||||
Unexercised and outstanding (in shares) | 23,574 | ||||
Public Warrant | Class A Units | |||||
Class of Warrant or Right [Line Items] | |||||
Redeemable warrants exchange ratio | 0.361 | ||||
Conversion of warrants to common stock (in shares) | 983,520 | ||||
Private Placement | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 6,771,000 | ||||
Warrants transferred (in shares) | 0 | ||||
Private Placement | Class A Units | |||||
Class of Warrant or Right [Line Items] | |||||
Conversion of warrants to common stock (in shares) | 1 | ||||
Forward Purchase Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 250,000 |
Derivative Instruments - Estima
Derivative Instruments - Estimated Fair Value (Details) - Private Placement | Dec. 31, 2021$ / sharesyr | Sep. 15, 2021$ / sharesyr |
Stock price | ||
Class of Warrant or Right [Line Items] | ||
Private Placement Warrants Measurement Inputs | 18.28 | 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 | 0.460 | 0.458 |
Expected term (years) | ||
Class of Warrant or Right [Line Items] | ||
Private Placement Warrants Measurement Inputs | yr | 4.7 | 5 |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Private Placement Warrants Measurement Inputs | 0.0121 | 0.0079 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Warrant Liabilities (Details) - Public And Private Placement Warrants $ in Thousands | 4 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Warrant liabilities | $ 150,153 |
Change in fair value | 3,015 |
Less fair value of warrants exercised or redeemed | (85,878) |
Warrant liabilities | $ 67,290 |
Derivative Instruments - Balanc
Derivative Instruments - Balance Sheet Classification of Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Other non-current assets | $ 439 | $ 0 |
Accrued and other current liabilities | 771 | 0 |
Derivative liabilities | 67,424 | 0 |
Derivative Liability, Total | 68,195 | 0 |
Interest rate swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Other non-current assets | 439 | 0 |
Accrued and other current liabilities | 727 | 0 |
Natural Gas Swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Accrued and other current liabilities | 44 | 0 |
Derivative liabilities | 134 | 0 |
Warrant | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative liabilities | $ 67,290 | $ 0 |
Derivative Instruments - Income
Derivative Instruments - Income Statement Effect of Gains and Losses Related to Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gain (loss) on derivative contracts | $ (3,727) | $ 0 |
Natural Gas Swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gain (loss) on derivative contracts | (3,727) | 0 |
Natural Gas Swap | Gain (loss) on natural gas swap contract | Swap Contract | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gain (loss) on derivative contracts | (424) | 0 |
Natural Gas Swap | Gain (loss) on warrant liabilities | Warrant | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gain (loss) on derivative contracts | (3,015) | 0 |
Natural Gas Swap | Gain (loss) on interest rate swap contract | Swap Contract | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gain (loss) on derivative contracts | $ (288) | $ 0 |
Derivative Instruments - Pred_3
Derivative Instruments - Predecessor - Narrative (Details) $ in Thousands | 8 Months Ended | 12 Months Ended | |||
Sep. 14, 2021USD ($)MMBTU | Dec. 31, 2021MMBTU | Dec. 31, 2020USD ($)MMBTU | Apr. 30, 2020 | Apr. 06, 2020USD ($) | |
Natural Gas Swap | |||||
Class of Warrant or Right [Line Items] | |||||
Notional quantity, natural gas variable to fixed price swap agreement (energy) | MMBTU | 327,600 | ||||
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 | 392,400 | 789,600 | |||
Derivative instrument, cash payments | $ 500 | $ 1,300 | |||
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 market value | $ 0 | $ 0 |
Derivative Instruments - Pred_4
Derivative Instruments - Predecessor - Schedule of Balance Sheet Effect of Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 14, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | |||
Natural gas swap liability - included in derivative liabilities | $ 68,195 | $ 0 | |
Swap | Aria Energy LLC | Other Long-term Assets | |||
Derivative [Line Items] | |||
Natural gas swap asset - included in other noncurrent assets | $ 326 | 0 | |
Swap | Aria Energy LLC | Derivative Liability | |||
Derivative [Line Items] | |||
Natural gas swap liability - included in derivative liabilities | $ 0 | $ (1,268) |
Derivative Instruments - Pred_5
Derivative Instruments - Predecessor - Schedule of Unrealized Gain (Loss) of Natural Gas Swaps (Details) - Aria Energy LLC - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Sep. 14, 2021 | Dec. 31, 2020 | |
Natural Gas Swap | ||
Derivative [Line Items] | ||
Unrealized gain (loss) | $ 1,129 | $ (40) |
Interest Rate Cap | ||
Derivative [Line Items] | ||
Unrealized gain (loss) | $ 0 | $ (95) |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Beginning Balance | $ 306 | $ 0 |
Liabilities acquired | 3,580 | 0 |
Liabilities incurred | 706 | 306 |
Accretion expense | 85 | 0 |
Ending Balance | $ 4,677 | $ 306 |
Asset Retirement Obligations _3
Asset Retirement Obligations - Predecessor - Aria Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Beginning Balance | $ 306 | $ 306 | $ 0 |
Accretion expense | 85 | 0 | |
Ending Balance | 4,677 | 306 | |
Aria Energy LLC | |||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Beginning Balance | 3,408 | $ 3,408 | 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 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Dec. 31, 2021 |
Interest rate swap | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative, fixed interest rate (in percentage) | 1.094% |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Total | $ 68,195 | $ 0 |
Fair Value, Recurring | Private Placement Warrant liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Total | 67,290 | |
Fair Value, Recurring | Natural gas swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Total | 178 | |
Fair Value, Recurring | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value, Asset | 439 | |
Derivative Liability, Total | 727 | |
Level 1 | Fair Value, Recurring | Private Placement Warrant liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value, Liability | 0 | |
Level 1 | Fair Value, Recurring | Natural gas swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value, Liability | 0 | |
Level 1 | Fair Value, Recurring | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Before Netting | 0 | |
Total Fair Value, Liability | 0 | |
Level 2 | Fair Value, Recurring | Private Placement Warrant liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value, Liability | 0 | |
Level 2 | Fair Value, Recurring | Natural gas swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value, Liability | 178 | |
Level 2 | Fair Value, Recurring | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Before Netting | 439 | |
Total Fair Value, Liability | 727 | |
Level 3 | Fair Value, Recurring | Private Placement Warrant liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value, Liability | 67,290 | |
Level 3 | Fair Value, Recurring | Natural gas swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value, Liability | 0 | |
Level 3 | Fair Value, Recurring | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Before Netting | 0 | |
Total Fair Value, Liability | $ 0 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest and Stockholders’ Equity - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 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 | Total controlling interests | |||
Class of Stock [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 54.50% | 45.90% | |
Opco | Nonredeemable Noncontrolling Interests | |||
Class of Stock [Line Items] | |||
Ownership percentage by noncontrolling owners | 45.50% | 54.10% | |
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) | 65,122,200 | 23,680,528 | 0 |
Common stock, shares issued (in shares) | 65,122,200 | 0 | |
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) | 54,338,114 | 5,931,350 | 0 |
Common stock, shares issued (in shares) | 54,338,114 | 0 |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interest and Stockholders’ Equity - Common Stock Issued and Repurchased (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Class A Units | |
Common Stock Issued And Repurchased [Roll Forward] | |
Beginning balance (in shares) | 0 |
Reverse recapitalization and PIPE Financing (in shares) | 52,847,195 |
Issued to Legacy Archaea Holders (in shares) | 0 |
Issued in Aria Merger (in shares) | 0 |
Issued for warrant exercises (in shares) | 10,347,923 |
Exchange of Class B Common Stock for Class A Common Stock (in shares) | 7,943,621 |
Retirement of Class A Common Stock repurchased (in shares) | (6,101,449) |
Issued for vested RSUs (in shares) | 84,910 |
Ending balance (in shares) | 65,122,200 |
Class B Units | |
Common Stock Issued And Repurchased [Roll Forward] | |
Beginning balance (in shares) | 0 |
Reverse recapitalization and PIPE Financing (in shares) | 5,931,350 |
Issued to Legacy Archaea Holders (in shares) | 23,000,000 |
Issued in Aria Merger (in shares) | 33,350,385 |
Issued for warrant exercises (in shares) | 0 |
Exchange of Class B Common Stock for Class A Common Stock (in shares) | (7,943,621) |
Retirement of Class A Common Stock repurchased (in shares) | 0 |
Issued for vested RSUs (in shares) | 0 |
Ending balance (in shares) | 54,338,114 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | Dec. 29, 2021 | Dec. 31, 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 | ||
Shares available for future issuance (in shares) | 10,400,000 | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs granted (in shares) | 991,020 | 991,020 | |
Stock-based compensation expense | $ 2.7 | $ 0 | |
Unrecognized compensation expense | $ 14.4 | ||
Weighted average expected period of recognition | 1 year 6 months | ||
Number of unvested awards (in shares) | 851,020 | 0 | |
Restricted Stock Units (RSUs) | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 6 months | ||
Restricted Stock Units (RSUs) | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Series A unit awards | Series A Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs granted (in shares) | 1,500 | ||
Stock-based compensation expense | $ 2.3 | $ 0 | |
Number of vested awards (in shares) | 4,000 | ||
Number of unvested awards (in shares) | 0 | 4,500 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of RSU Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | Dec. 29, 2021 | Dec. 31, 2021 |
Restricted Stock Units [Roll Forward] | ||
Nonvested beginning balance (in shares) | 0 | |
Granted (in shares) | 991,020 | 991,020 |
Vested (in shares) | (140,000) | |
Forfeited (in shares) | 0 | |
Nonvested ending balance (in shares) | 851,020 | |
Weighted Average Grant Date Fair Value [Roll Forward] | ||
Nonvested beginning balance (in USD per share) | $ 0 | |
Granted (in USD per share) | 17.23 | |
Forfeited (in USD per share) | 17.23 | |
Vested (in USD per share) | 0 | |
Nonvested ending balance (in USD per share) | $ 17.23 | |
Class A Units | ||
Weighted Average Grant Date Fair Value [Roll Forward] | ||
Shares vested but not converted into Class A Common Stock (in shares) | 55,090 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Plan Activities Related to Unvested Units (Details) - Series A unit awards - Series A Incentive Plan | 12 Months Ended |
Dec. 31, 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 [Roll Forward] | |
Nonvested beginning balance (in USD per share) | $ / shares | $ 0 |
Granted (in USD per share) | $ / shares | 1,565.9 |
Forfeited (in USD per share) | $ / shares | 0 |
Vested (in USD per share) | $ / shares | 408.52 |
Nonvested ending balance (in USD per share) | $ / shares | $ 0 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021plan | |
Defined Contribution Plan Disclosure [Line Items] | |
Number of defined contribution plans | 2 |
Employer matching contribution | 100.00% |
Net periodic benefit cost discount rate | 2.62% |
Benefit obligation discount rate | 2.56% |
Maximum | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer matching contribution, percent of employees eligible compensation | 5.00% |
Employee Benefit Plans - Change
Employee Benefit Plans - Changes in Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Service cost | $ 11 | $ 0 |
Interest cost | 27 | 0 |
Postemployment Retirement Benefits | ||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Beginning balance benefit obligation | 0 | 0 |
Addition due to Business Combinations | 3,567 | 0 |
Service cost | 11 | 0 |
Interest cost | 27 | 0 |
Net actuarial (loss) gain | (917) | 0 |
Net benefits paid | (71) | 0 |
Ending balance benefit obligation | $ 2,617 | $ 0 |
Employee Benefit Plans - Balanc
Employee Benefit Plans - Balance Sheet Recognition (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Retirement Benefits [Abstract] | ||
Accrued benefit liability | $ 2,617 | $ 0 |
Employee Benefit Plans - Define
Employee Benefit Plans - Defined Benefit Healthcare (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Service cost | $ 11 | $ 0 |
Interest cost | 27 | 0 |
Net actuarial (gain) loss | (917) | 0 |
Net periodic benefit cost | $ (879) | $ 0 |
Employee Benefit Plans - Estima
Employee Benefit Plans - Estimated Future Benefit Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Retirement Benefits [Abstract] | |
2022 | $ 206 |
2023 | 162 |
2024 | 150 |
2025 | 142 |
2026 | 147 |
2027 to 2031 | $ 745 |
Benefit Plans - Predecessor - 4
Benefit Plans - Predecessor - 401 (k) Plans (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | |
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% |
Benefit Plans - Predecessor - C
Benefit Plans - Predecessor - Changes in Benefit Obligations (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Service cost | $ 11 | $ 0 | |
Interest cost | 27 | 0 | |
Aria Energy LLC | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Service cost | $ 27 | 49 | |
Interest cost | 64 | 103 | |
Net actuarial (loss) gain | (213) | 45 | |
Postemployment Retirement Benefits | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Beginning balance benefit obligation | 0 | 0 | 0 |
Service cost | 11 | 0 | |
Interest cost | 27 | 0 | |
Net actuarial (loss) gain | (917) | 0 | |
Net benefits paid | (71) | 0 | |
Ending balance benefit obligation | 2,617 | 0 | |
Postemployment Retirement Benefits | Aria Energy LLC | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Beginning balance benefit obligation | 3,750 | $ 3,750 | 3,599 |
Service cost | 27 | 49 | |
Interest cost | 64 | 103 | |
Net actuarial (loss) gain | (148) | 144 | |
Net benefits paid | (72) | (145) | |
Ending balance benefit obligation | $ 3,621 | $ 3,750 |
Benefit Plans - Predecessor - B
Benefit Plans - Predecessor - Balance Sheet Recognition (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 14, 2021 | Dec. 31, 2020 |
Defined Contribution Plan Disclosure [Line Items] | |||
Accrued benefit liability | $ (2,617) | $ 0 | |
Aria Energy LLC | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Accrued benefit liability | $ (3,621) | (3,750) | |
Unrecognized net actuarial loss | 1,000 | 1,205 | |
Unrecognized prior service benefit | 136 | 144 | |
Net amount recognized | $ (2,485) | $ (2,401) |
Benefit Plans - Predecessor - D
Benefit Plans - Predecessor - Defined Benefit Healthcare (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Service cost | $ 11 | $ 0 | |
Interest cost | 27 | 0 | |
Net periodic benefit cost | $ (879) | 0 | |
Aria Energy LLC | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Service cost | $ 27 | 49 | |
Interest cost | 64 | 103 | |
Amortization of prior service cost | 8 | 12 | |
Recognition of net actuarial loss | 57 | 87 | |
Net periodic benefit cost | $ 156 | $ 251 |
Benefit Plans - Predecessor - R
Benefit Plans - Predecessor - Recognized in Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Sep. 14, 2021 | Dec. 31, 2020 | |
Aria Energy LLC | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Net actuarial (loss) gain | $ 213 | $ (45) |
Provision for Income Tax - Prov
Provision for Income Tax - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Deferred | ||
Federal | 0 | 0 |
State | 0 | 0 |
Income tax expense | $ 0 | $ 0 |
Provision for Income Tax - Narr
Provision for Income Tax - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Tax Credit Carryforward [Line Items] | ||
Income tax expense | $ 0 | $ 0 |
Effective income tax rate | 0.00% | 0.00% |
Increase (decrease) in valuation allowance | $ 55,100 | $ (100) |
Domestic Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | 15,100 | |
State and Local Jurisdiction | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | $ 7,200 |
Provision for Income Tax - Reco
Provision for Income Tax - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income (loss) before income taxes (all domestic) | $ (30,921) | $ (2,236) |
U.S. federal statutory tax rate | 21.00% | 21.00% |
Income taxes computed at federal statutory rate | $ (6,493) | $ (470) |
State and local taxes | (183) | 4 |
Income taxes computed at the federal statutory rate on net income (loss) from pass-through entities not attributable to Class A Common Stock | 4,657 | 648 |
Change in valuation allowance | 1,832 | (80) |
PPP loan forgiveness - nontaxable | 0 | (102) |
Other | 187 | 0 |
Income tax expense | $ 0 | $ 0 |
Provision for Income Tax - Defe
Provision for Income Tax - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 3,430 | $ 194 |
Investment in partnership ("Outside Basis Deferred Tax Asset") | 51,799 | 0 |
Other | 110 | 46 |
Deferred Tax Assets, Gross | 55,339 | 240 |
Deferred Tax Assets, Valuation Allowance | (55,224) | (109) |
Deferred tax assets, net of valuation allowance | 115 | 131 |
Deferred tax liabilities | ||
Depreciation | 0 | 47 |
Intangible assets | 115 | 84 |
Deferred Tax Liabilities, Gross | 115 | 131 |
Net deferred tax asset | $ 0 | $ 0 |
Net Earnings (Loss) Per Share -
Net Earnings (Loss) Per Share - Reconciliation between Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 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] | 56,465,786 | 0 |
Class A Common Stock, Average number of shares outstanding - diluted (in shares) | [1] | 56,465,786 | 0 |
Net income (loss) per share of Class A Common Stock | |||
Basic (in usd per share) | $ (0.09) | $ 0 | |
Diluted (in usd per share) | $ (0.09) | $ 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 | $ (5,153) | $ 0 | |
Class A Common Stock, Average number of shares outstanding - basic (in shares) | 56,466,000 | 0 | |
Class A Common Stock, Average number of shares outstanding - diluted (in shares) | 56,466,000 | 0 | |
Net income (loss) per share of Class A Common Stock | |||
Basic (in usd per share) | $ (0.09) | $ 0 | |
Diluted (in usd per share) | $ (0.09) | $ 0 | |
[1] | Class A Common Stock is outstanding beginning September 15, 2021 due to the reverse recapitalization transaction as described in Note 4. |
Net Earnings (Loss) Per Share_2
Net Earnings (Loss) Per Share - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Warrant | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Common stock, excluded due to anti-dilutive effect (in shares) | 15,303,946 |
Restricted Stock Units (RSUs) | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Common stock, excluded due to anti-dilutive effect (in shares) | 159,751 |
Segment Information - Narrative
Segment Information - Narrative (Details) - segment | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Reporting segment | 2 | 2 |
Segment Information - Financial
Segment Information - Financial Information For Reportable Segment (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 77,126 | $ 6,523 | ||
Equity Investment Income, Net | 5,653 | 0 | ||
Net income (loss) | $ (5,331) | $ (19,278) | (30,921) | (2,236) |
Interest expense | 4,797 | 20 | ||
Depreciation, amortization and accretion expense | 16,025 | 137 | ||
EBITDA | (10,099) | (2,079) | ||
Goodwill | 29,211 | 29,211 | 2,754 | |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 77,126 | 6,523 | ||
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | ||
RNG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 51,024 | 34 | ||
Equity Investment Income, Net | 5,042 | 0 | ||
Net income (loss) | 17,362 | (1,125) | ||
Interest expense | 490 | 0 | ||
Depreciation, amortization and accretion expense | 10,029 | 3 | ||
EBITDA | 27,881 | (1,122) | ||
Goodwill | 29,211 | 29,211 | 2,754 | |
RNG | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 51,024 | 34 | ||
RNG | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | ||
Power | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 21,157 | 0 | ||
Equity Investment Income, Net | 641 | 0 | ||
Net income (loss) | (1,492) | (11) | ||
Interest expense | 0 | 0 | ||
Depreciation, amortization and accretion expense | 5,718 | 0 | ||
EBITDA | 4,226 | (11) | ||
Goodwill | 0 | 0 | 0 | |
Power | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 20,285 | 0 | ||
Power | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 872 | 0 | ||
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 4,945 | 6,489 | ||
Equity Investment Income, Net | (30) | 0 | ||
Net income (loss) | (46,791) | (1,100) | ||
Interest expense | 4,307 | 20 | ||
Depreciation, amortization and accretion expense | 278 | 134 | ||
EBITDA | (42,206) | (946) | ||
Goodwill | $ 0 | 0 | 0 | |
Corporate and Other | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 5,817 | 6,489 | ||
Corporate and Other | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ (872) | $ 0 |
Segment Reporting - Predecess_3
Segment Reporting - Predecessor - Aria Segment Reporting (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 77,126 | $ 6,523 | ||
Net income (loss) | $ (5,331) | $ (19,278) | (30,921) | (2,236) |
Depreciation, amortization and accretion | 16,025 | 137 | ||
EBITDA | (10,099) | (2,079) | ||
Aria Energy LLC | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 117,589 | 138,881 | ||
Net income (loss) | 84,520 | (29,923) | ||
Depreciation, amortization and accretion | 15,948 | 30,564 | ||
Interest expense | 10,729 | 19,319 | ||
EBITDA | 111,197 | 19,960 | ||
RNG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 51,024 | 34 | ||
Net income (loss) | 17,362 | (1,125) | ||
EBITDA | 27,881 | (1,122) | ||
RNG | Aria Energy LLC | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 82,338 | 81,559 | ||
Net income (loss) | 59,066 | 30,459 | ||
Depreciation, amortization and accretion | 6,447 | 9,012 | ||
Interest expense | 0 | 0 | ||
EBITDA | 65,513 | 39,471 | ||
Power | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 21,157 | 0 | ||
Net income (loss) | (1,492) | (11) | ||
EBITDA | 4,226 | (11) | ||
Power | Aria Energy LLC | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 37,058 | 57,322 | ||
Net income (loss) | 66,431 | (26,048) | ||
Depreciation, amortization and accretion | 9,467 | 21,478 | ||
Interest expense | 0 | 0 | ||
EBITDA | 75,898 | (4,570) | ||
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 4,945 | 6,489 | ||
Net income (loss) | (46,791) | (1,100) | ||
EBITDA | $ (42,206) | (946) | ||
Corporate and Other | Aria Energy LLC | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | (1,807) | 0 | ||
Net income (loss) | (40,977) | (34,334) | ||
Depreciation, amortization and accretion | 34 | 74 | ||
Interest expense | 10,729 | 19,319 | ||
EBITDA | $ (30,214) | $ (14,941) |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ in Millions | 4 Months Ended | 12 Months Ended |
Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Related Party Transaction [Line Items] | ||
Payables to related party | $ 1.5 | $ 1.5 |
Receivable from related party | 0.2 | 0.2 |
Mavrix | ||
Related Party Transaction [Line Items] | ||
Payables to related party | 0 | 0 |
Receivable from related party | 0.4 | 0.4 |
Affiliated Entity | RNG Plant Construction Contract | ||
Related Party Transaction [Line Items] | ||
Contract price | 19.9 | |
Amount paid | 17.9 | |
Related-party reimbursement | $ 5.8 | |
Affiliated Entity | Mavrix | ||
Related Party Transaction [Line Items] | ||
Revenue | $ 0.4 |
Related Party Transactions - _3
Related Party Transactions - Predecessor - Narrative (Details) - Two Joint Ventures - Mavrix and Sunshine Gas Producers - Aria Energy LLC - USD ($) $ in Millions | Dec. 31, 2021 | Sep. 14, 2021 |
Related Party Transaction [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 50.00% | |
Related party accounts receivable and advances | $ 0.3 |
Related Party Transactions - _4
Related Party Transactions - Predecessor - Aria Related Party Transactions (Details) - Aria Energy LLC - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Sep. 14, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Sales of construction services | $ 32 | $ 9,983 |
Sales of operations and maintenance services | 1,215 | 1,701 |
Sales of administrative and other services | $ 221 | $ 409 |
Capital - Predecessor (Details)
Capital - Predecessor (Details) - Aria Energy LLC - $ / shares shares in Thousands | Sep. 14, 2021 | Dec. 31, 2020 |
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) | $ 1 | $ 1 |
Shares issued (in shares) | 441,482 | |
0.10 Price Per Share | ||
Class of Stock [Line Items] | ||
Price per share (in usd per share) | 0.10 | $ 0.10 |
Shares issued (in shares) | 0 | |
0.88 Price Per Share | ||
Class of Stock [Line Items] | ||
Price per share (in usd per share) | $ 0.88 | $ 0.88 |
Shares issued (in shares) | 11,364 | |
Class A | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 452,846 | |
Shares outstanding (in shares) | 452,846 | 452,846 |
Class A | 1.00 Price Per Share | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 441,482 | |
Shares outstanding (in shares) | 441,482 | 441,482 |
Class A | 0.10 Price Per Share | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 0 | |
Shares outstanding (in shares) | 0 | 0 |
Class A | 0.88 Price Per Share | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 11,364 | |
Shares outstanding (in shares) | 11,364 | 11,364 |
Class B | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 27,120 | 27,120 |
Shares outstanding (in shares) | 27,120 | 27,120 |
Class B | 1.00 Price Per Share | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 27,120 | 27,120 |
Shares outstanding (in shares) | 27,120 | 27,120 |
Class B | 0.10 Price Per Share | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 0 | 0 |
Shares outstanding (in shares) | 0 | 0 |
Class B | 0.88 Price Per Share | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 0 | 0 |
Shares outstanding (in shares) | 0 | 0 |
Class C | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 9 | 9 |
Shares outstanding (in shares) | 9 | 9 |
Class C | 1.00 Price Per Share | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 0 | 0 |
Shares outstanding (in shares) | 0 | 0 |
Class C | 0.10 Price Per Share | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 9 | 9 |
Shares outstanding (in shares) | 9 | 9 |
Class C | 0.88 Price Per Share | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 0 | 0 |
Shares outstanding (in shares) | 0 | 0 |