Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 01, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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 $0.0001 per share | |
Trading Symbol | LFG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001823766 | |
Class A Units | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 80,717,757 | |
Class B Units | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 39,060,418 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 213,315 | $ 77,860 |
Restricted cash | 21,864 | 15,206 |
Accounts receivable, net | 29,841 | 37,010 |
Inventory | 11,050 | 9,164 |
Prepaid expenses and other current assets | 33,952 | 21,225 |
Total Current Assets | 310,022 | 160,465 |
Property, plant and equipment, net | 460,340 | 350,583 |
Intangible assets, net | 627,223 | 638,471 |
Goodwill | 29,835 | 29,211 |
Equity method investments | 263,336 | 262,738 |
Operating lease right-of-use assets | 4,654 | 0 |
Other non-current assets | 17,113 | 9,721 |
Total Assets | 1,712,523 | 1,451,189 |
Current Liabilities | ||
Accounts payable - trade | 38,272 | 11,096 |
Current portion of long-term debt, net | 21,568 | 11,378 |
Current portion of operating lease liabilities | 923 | 0 |
Accrued and other current liabilities | 63,607 | 46,279 |
Total Current Liabilities | 124,370 | 68,753 |
Total long-term debt, net | 548,900 | 331,396 |
Derivative liabilities | 52,730 | 67,424 |
Below-market contracts | 135,210 | 142,630 |
Asset retirement obligations | 4,830 | 4,677 |
Long-term operating lease liabilities | 3,952 | 0 |
Other long-term liabilities | 2,590 | 5,316 |
Liabilities | 872,582 | 620,196 |
Commitments and Contingencies | ||
Redeemable Noncontrolling Interests | 606,608 | 993,301 |
Stockholders’ Equity | ||
Preferred stock, $0.0001 par value; 10,000,000 authorized; none issued and outstanding | 0 | 0 |
Additional paid in capital | 392,118 | 0 |
Accumulated deficit | (158,797) | (162,320) |
Total Stockholders’ Equity | 233,333 | (162,308) |
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders’ Equity | 1,712,523 | 1,451,189 |
Class A Units | ||
Stockholders’ Equity | ||
Common stock | 8 | 7 |
Class B Units | ||
Stockholders’ Equity | ||
Common stock | $ 4 | $ 5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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) | 80,717,757 | 65,122,200 |
Common stock, shares, outstanding (in shares) | 80,717,757 | 65,122,200 |
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) | 39,060,418 | 54,338,114 |
Common stock, shares, outstanding (in shares) | 39,060,418 | 54,338,114 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |||||
Revenues and Other Income | ||||||||
Revenue | $ 74,450 | $ 5,127 | $ 128,580 | $ 6,781 | ||||
Amortization of intangibles and below-market contracts | 2,769 | 0 | 5,537 | 0 | ||||
Total revenues | 77,219 | 5,127 | 134,116 | 6,781 | ||||
Equity Investment Income, Net | 2,693 | 0 | 4,122 | 0 | ||||
Cost of Sales | ||||||||
Cost of energy | 46,699 | 3,148 | 75,278 | 3,148 | ||||
Cost of other revenues | 2,317 | 1,199 | 3,940 | 2,360 | ||||
Depreciation, amortization and accretion | 13,730 | 886 | 26,219 | 935 | ||||
Total Cost of Sales | 62,746 | 5,233 | 105,437 | 6,443 | ||||
General and administrative expenses | 18,883 | 7,884 | 45,236 | 11,042 | ||||
Operating Income (Loss) | (1,717) | (7,990) | (12,435) | (10,704) | ||||
Other Income (Expense) | ||||||||
Interest expense, net | (3,712) | (13) | (6,366) | (19) | ||||
Gain (loss) on warrants and derivative contracts | 38,095 | 0 | 18,180 | 0 | ||||
Other income (expense) | 87 | 73 | 202 | 294 | ||||
Total Other Income (Expense) | 34,470 | 60 | 12,016 | 275 | ||||
Income (Loss) Before Income Taxes | 32,753 | (7,930) | (419) | (10,429) | ||||
Income tax expense | 129 | 0 | 129 | 0 | ||||
Net income (loss) | 32,624 | (7,930) | (548) | (10,429) | ||||
Net income (loss) attributable to nonredeemable noncontrolling interests | 0 | (168) | 0 | (254) | ||||
Net income (loss) attributable to Legacy Archaea | 0 | (7,762) | 0 | (10,175) | ||||
Net income (loss) attributable to redeemable noncontrolling interests | 10,674 | $ 0 | (4,071) | $ 0 | ||||
Net income (loss) attributable to Class A Common shares - basic | $ 21,950 | $ 3,523 | ||||||
Net income (loss) per Class A Common Stock: | ||||||||
Net income (loss) – basic (in usd per share) | [1] | $ 0.27 | $ 0 | $ 0.05 | $ 0 | |||
Net income (loss) – diluted (in usd per share) | $ (0.18) | $ 0 | [1] | $ (0.12) | $ 0 | [1] | ||
Weighted average shares of Class A Common Stock outstanding: | ||||||||
Basic (in shares) | [1] | 0 | 73,488,555 | 0 | ||||
Diluted (in shares) | [1] | 83,445,455 | 0 | 76,203,753 | 0 | |||
Class A Units | ||||||||
Other Income (Expense) | ||||||||
Net income (loss) attributable to Class A Common shares - basic | $ 21,950 | $ 0 | $ 3,523 | $ 0 | ||||
Weighted average shares of Class A Common Stock outstanding: | ||||||||
Basic (in shares) | 80,522,737 | [1] | 0 | 73,489,000 | 0 | |||
Diluted (in shares) | 83,445,000 | 0 | 76,204,000 | 0 | ||||
Energy revenue | ||||||||
Revenues and Other Income | ||||||||
Revenue | $ 71,235 | $ 3,059 | $ 124,151 | $ 3,059 | ||||
Other revenue | ||||||||
Revenues and Other Income | ||||||||
Revenue | $ 3,215 | $ 2,068 | $ 4,428 | $ 3,722 | ||||
[1]Class A Common Stock is outstanding beginning September 15, 2021 due to the reverse recapitalization transaction as described in “Note 4 - Business Combinations and Reverse Recapitalization.” |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Class A Units | Redeemable Noncontrolling Interests | Members’ Equity | Members’ Accumulated Deficit | Common Stock Class A Units | Common Stock Class B Units | Additional Paid-in Capital | Additional Paid-in Capital Class A Units | Accumulated Deficit | Nonredeemable Noncontrolling Interests |
Beginning balance at Dec. 31, 2020 | $ 0 | ||||||||||
Ending balance at Jun. 30, 2021 | 0 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 31,491 | $ 34,930 | $ (4,156) | $ 0 | $ 0 | $ 0 | $ 0 | $ 717 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Share-based compensation expense | 178 | 178 | |||||||||
Net income (loss) | $ 0 | ||||||||||
Net income (loss) | (10,429) | (10,175) | (254) | ||||||||
Members’ equity contributions | 70 | 70 | |||||||||
Ending balance at Jun. 30, 2021 | 21,310 | 35,178 | (14,331) | 0 | 0 | 0 | 0 | 463 | |||
Beginning balance at Mar. 31, 2021 | 0 | ||||||||||
Ending balance at Jun. 30, 2021 | 0 | ||||||||||
Beginning balance at Mar. 31, 2021 | 29,094 | 35,032 | (6,569) | 0 | 0 | 0 | 0 | 631 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Share-based compensation expense | 146 | 146 | |||||||||
Net income (loss) | 0 | ||||||||||
Net income (loss) | (7,930) | (7,762) | (168) | ||||||||
Ending balance at Jun. 30, 2021 | 21,310 | 35,178 | (14,331) | 0 | 0 | 0 | 0 | 463 | |||
Beginning balance at Dec. 31, 2021 | 993,301 | 993,301 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Exchange of Class A Opco Units and Class B Common Stock for Class A Common Stock | (317,827) | ||||||||||
Net income (loss) | (4,071) | ||||||||||
Adjustment of redeemable noncontrolling interests to redemption amount | (64,795) | ||||||||||
Ending balance at Jun. 30, 2022 | 606,608 | 606,608 | |||||||||
Beginning balance at Dec. 31, 2021 | (162,308) | 0 | 0 | 7 | 5 | 0 | (162,320) | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Warrant exercises | 1,555 | 1,555 | |||||||||
Exchange of Class A Opco Units and Class B Common Stock for Class A Common Stock | 317,827 | 1 | (1) | 317,827 | |||||||
Deferred tax impacts from exchange for Class A Common Stock transactions | 780 | $ 780 | |||||||||
Share-based compensation expense | 8,923 | 8,923 | |||||||||
Shares withheld for taxes on net settled awards | (1,762) | (1,762) | |||||||||
Net income (loss) | 3,523 | 3,523 | 3,523 | ||||||||
Net income (loss) | (548) | ||||||||||
Adjustment of redeemable noncontrolling interests to redemption amount | 64,795 | 64,795 | |||||||||
Ending balance at Jun. 30, 2022 | 233,333 | 0 | 0 | 8 | 4 | 392,118 | (158,797) | 0 | |||
Beginning balance at Mar. 31, 2022 | 861,448 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Exchange of Class A Opco Units and Class B Common Stock for Class A Common Stock | (3,135) | ||||||||||
Net income (loss) | 10,674 | ||||||||||
Adjustment of redeemable noncontrolling interests to redemption amount | (262,379) | ||||||||||
Ending balance at Jun. 30, 2022 | 606,608 | $ 606,608 | |||||||||
Beginning balance at Mar. 31, 2022 | (58,660) | 0 | 0 | 8 | 4 | 122,075 | (180,747) | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Warrant exercises | 1,555 | 1,555 | |||||||||
Exchange of Class A Opco Units and Class B Common Stock for Class A Common Stock | 3,135 | 3,135 | |||||||||
Deferred tax impacts from exchange for Class A Common Stock transactions | 780 | $ 780 | |||||||||
Share-based compensation expense | 3,170 | 3,170 | |||||||||
Shares withheld for taxes on net settled awards | (976) | (976) | |||||||||
Net income (loss) | 21,950 | $ 21,950 | 21,950 | ||||||||
Net income (loss) | 32,624 | ||||||||||
Adjustment of redeemable noncontrolling interests to redemption amount | 262,379 | 262,379 | |||||||||
Ending balance at Jun. 30, 2022 | $ 233,333 | $ 0 | $ 0 | $ 8 | $ 4 | $ 392,118 | $ (158,797) | $ 0 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ (548) | $ (10,429) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||
Depreciation, amortization and accretion expense | 26,219 | 935 |
Amortization of debt issuance costs | 1,404 | 14 |
Amortization of intangibles and below-market contracts | (2,206) | 0 |
Bad debt expense | 76 | 9 |
Return on investment in equity method investments | 8,910 | 0 |
Equity in earnings of equity method investments | (4,122) | 0 |
Total (gains) losses on derivatives, net | (18,180) | 0 |
Net cash received (paid) in settlement of derivatives | (200) | |
Net cash received (paid) in settlement of derivatives | 0 | |
Forgiveness of Paycheck Protection Loan | 0 | (201) |
Share-based compensation expense | 8,923 | 179 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,129 | 441 |
Inventory | (1,886) | 0 |
Prepaid expenses and other current assets | 2,737 | (618) |
Accounts payable - trade | 17,974 | 1,961 |
Accrued and other liabilities | 11,458 | 180 |
Other non-current assets | (969) | 0 |
Other long-term liabilities | (27) | 19 |
Net cash provided by (used in) operating activities | 56,692 | (7,510) |
Cash flows from investing activities | ||
Acquisition of Aria, net of cash acquired | 1,876 | 0 |
Acquisition of assets and businesses | (7,013) | (31,527) |
Additions to property, plant and equipment and progress payments | (127,889) | (56,609) |
Contributions to equity method investments | (8,027) | 0 |
Return of investment in equity method investments | 7,422 | 0 |
Net cash used in investing activities | (133,631) | (88,136) |
Cash flows from financing activities | ||
Borrowings on line of credit agreement | 0 | 8,578 |
Repayments on line of credit agreement | 0 | (1,522) |
Proceeds from long-term debt, net of issuance costs | 225,339 | 123,641 |
Repayments of long-term debt | (2,875) | (314) |
Payment of acquisition contingent consideration | (1,650) | 0 |
Capital contributions | 0 | 70 |
Taxes paid on net share settled stock-based compensation awards | (1,762) | 0 |
Net cash provided by financing activities | 219,052 | 130,453 |
Net change in cash, cash equivalents and restricted cash | 142,113 | 34,807 |
Cash, cash equivalents and restricted cash - beginning of period | 93,066 | 1,496 |
Cash, cash equivalents and restricted cash - end of period | 235,179 | 36,303 |
Supplemental cash flow information | ||
Cash paid for interest | 8,834 | 2,333 |
Non-cash investing activities | ||
Accruals of property, plant and equipment and biogas rights incurred but not paid | $ 36,499 | $ 10,965 |
Consolidated Statements of Op_2
Consolidated Statements of Operations - Predecessor - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Revenues and Other Income | ||
Revenue | $ 5,127 | $ 6,781 |
Amortization of intangibles and below-market contracts | 0 | 0 |
Total revenues | 5,127 | 6,781 |
Equity Investment Income, Net | 0 | 0 |
Cost of Sales | ||
Cost of energy | 3,148 | 3,148 |
Cost of other revenues | 1,199 | 2,360 |
Depreciation, amortization and accretion | 886 | 935 |
Total Cost of Sales | 5,233 | 6,443 |
General and administrative expenses | 7,884 | 11,042 |
Operating Income (Loss) | (7,990) | (10,704) |
Other Income (Expense) | ||
Interest expense, net | (13) | (19) |
Gain (loss) on warrants and derivative contracts | 0 | 0 |
Other income (expense) | 73 | 294 |
Total Other Income (Expense) | 60 | 275 |
Net income (loss) | (7,930) | (10,429) |
Energy revenue | ||
Revenues and Other Income | ||
Revenue | 3,059 | 3,059 |
Aria Energy LLC | ||
Revenues and Other Income | ||
Revenue | 42,017 | 84,508 |
Amortization of intangibles and below-market contracts | (954) | (1,908) |
Total revenues | 41,063 | 82,600 |
Equity Investment Income, Net | 7,469 | 13,325 |
Cost of Sales | ||
Cost of energy | 20,016 | 41,116 |
Cost of other revenues | 0 | 23 |
Depreciation, amortization and accretion | 5,621 | 11,314 |
Total Cost of Sales | 25,637 | 52,453 |
Gain on disposal of assets | (1,347) | (1,347) |
Impairment of assets | (542) | 0 |
General and administrative expenses | 5,957 | 13,063 |
Operating Income (Loss) | 18,827 | 31,756 |
Other Income (Expense) | ||
Interest expense, net | (4,355) | (8,676) |
Gain (loss) on warrants and derivative contracts | 446 | 556 |
Gain on extinguishment of debt | 61,411 | 61,411 |
Other income (expense) | 2 | 2 |
Total Other Income (Expense) | 57,504 | 53,293 |
Net income (loss) | 76,331 | 85,049 |
Net income attributable to noncontrolling interest | 281 | 289 |
Net Income Attributable to Controlling Interest | 76,050 | 84,760 |
Aria Energy LLC | Energy revenue | ||
Revenues and Other Income | ||
Revenue | 42,017 | 84,484 |
Aria Energy LLC | Construction revenue | ||
Revenues and Other Income | ||
Revenue | $ 0 | $ 24 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - Predecessor - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Net income (loss) | $ (7,930) | $ (10,429) |
Aria Energy LLC | ||
Net income (loss) | 76,331 | 85,049 |
Other Comprehensive Income | ||
Net actuarial income | 167 | 194 |
Other Comprehensive Income | 76,498 | 85,243 |
Comprehensive income attributable to noncontrolling interest | 281 | 289 |
Comprehensive Income Attributable to Controlling Interest | $ 76,217 | $ 84,954 |
Consolidated Statement of Cashf
Consolidated Statement of Cashflows - Predecessor $ in Thousands | 6 Months Ended |
Jun. 30, 2021 USD ($) | |
Cash flows from operating activities | |
Net income (loss) | $ (10,429) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | |
Depreciation, amortization and accretion expense | 935 |
Amortization of debt issuance costs | 14 |
Return on investment in equity method investments | 0 |
Total (gains) losses on derivatives, net | 0 |
Changes in operating assets and liabilities: | |
Accounts receivable | 441 |
Inventory | 0 |
Prepaid expenses and other current assets | (618) |
Other non-current assets | 0 |
Accounts payable - trade | 1,961 |
Accrued and other liabilities | 180 |
Net cash provided by (used in) operating activities | (7,510) |
Cash flows from investing activities | |
Additions to property, plant and equipment and progress payments | (56,609) |
Net cash used in investing activities | (88,136) |
Cash flows from financing activities | |
Net cash provided by financing activities | 130,453 |
Net change in cash, cash equivalents and restricted cash | 34,807 |
Cash, cash equivalents and restricted cash - beginning of period | 1,496 |
Cash, cash equivalents and restricted cash - end of period | 36,303 |
Aria Energy LLC | |
Cash flows from operating activities | |
Net income (loss) | 85,049 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | |
Depreciation, amortization and accretion expense | 11,314 |
Gain on disposal of assets | (1,572) |
Amortization of debt issuance costs | 492 |
Amortization of intangibles and below-market contracts | 685 |
Return on investment in equity method investments | 12,166 |
Equity in earnings of equity method investments | (13,325) |
Total (gains) losses on derivatives, net | (1,015) |
Gain on extinguishment of debt | (61,411) |
Net periodic benefit cost | 61 |
Changes in operating assets and liabilities: | |
Accounts receivable | (6,143) |
Inventory | (720) |
Prepaid expenses and other current assets | 115 |
Other non-current assets | 106 |
Accounts payable - trade | 269 |
Accrued and other liabilities | 6,021 |
Net cash provided by (used in) operating activities | 32,092 |
Cash flows from investing activities | |
Additions to property, plant and equipment and progress payments | (1,331) |
Contributions to equity method investments | (6,630) |
Net cash used in investing activities | (7,961) |
Cash flows from financing activities | |
Payments on note payable and revolving credit agreement | (2,689) |
Net cash provided by financing activities | (2,689) |
Net change in cash, cash equivalents and restricted cash | 21,442 |
Cash, cash equivalents and restricted cash - beginning of period | 14,257 |
Cash, cash equivalents and restricted cash - end of period | 35,699 |
Supplemental cash flow information | |
Cash paid for interest | 4,403 |
Non-cash investing activities | |
Accruals of property and equipment incurred but not yet paid | $ 52 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 - Organization and Description of Business Archaea Energy Inc. (“Archaea” or the "Company"), a Delaware corporation (formerly named Rice Acquisition Corp.), is one of the largest RNG producers in the U.S., with an industry-leading RNG platform primarily focused on capturing and converting waste emissions from landfills and livestock farms into low-carbon RNG and electricity. As of June 30, 2022, Archaea owns, through wholly-owned entities or joint ventures, a diversified portfolio of 32 LFG recovery and processing facilities across 18 states, including 13 operated facilities that produce pipeline-quality RNG and 19 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, through wholly-owned entities or joint ventures, 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 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”), 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”). 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 or owned 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 Accounting Standards Codification (“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. Subsequent to the Business Combinations, transactions impacting the ownership of Class A Opco Units resulted from 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 restricted stock units (“RSUs”). The ownership structure of Opco upon closing of the Business Combinations and as of June 30, 2022, which gives rise to the redeemable noncontrolling interest at Archaea, is as follows: June 30, 2022 September 15, 2021 Equity Holder Class A Opco Units % Interest Class A Opco Units % Interest Archaea 80,717,757 67.4 % 52,847,195 45.9 % Total controlling interests 80,717,757 67.4 % 52,847,195 45.9 % Aria Holders — — % 23,000,000 20.0 % Legacy Archaea Holders 33,350,385 27.8 % 33,350,385 29.0 % Sponsor, Atlas and RAC independent directors 5,710,033 4.8 % 5,931,350 5.2 % Total redeemable noncontrolling interests 39,060,418 32.6 % 62,281,735 54.1 % Total 119,778,175 100.0 % 115,128,930 100.0 % |
Basis of Presentation_and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
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 unaudited, interim, consolidated financial statements and notes are prepared in accordance with GAAP for interim reporting and in accordance with the rules and regulations of the SEC. These unaudited interim financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the results for the interim 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 VIEs with respect to which the Company determined it is the primary beneficiary. Certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the 2021 Annual Report. 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 32 . Principles of Consolidation As the Company completed its Business Combinations on September 15, 2021, these unaudited consolidated financial statements for the three and six months ended June 30, 2022 and as of December 31, 2021 include the assets, liabilities and results of operations of the combined results of the businesses of Legacy Archaea and Aria as operated by the Company after the Business Combinations; whereas, the unaudited results of operations for the three and six months ended June 30, 2021 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 15 - Nonredeemable and 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 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, revenues 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. Revenue Recognition The Company generates revenues from the production and sales of RNG, Power, and associated Environmental Attributes, as well as from the performance of other landfill energy operations and maintenance (“O&M”) services. The Company also manufactures and sells customized pollution control equipment and performs associated maintenance agreement services. Prior to the January 1, 2022 adoption of ASC 842 - Leases as discussed in “Note 3 - Recently Issued and Adopted Accounting Standards,” a portion of the Company’s revenue was accounted for under ASC 840 - Leases and a portion under ASC 606 - Revenue from Contracts with Customers based on requirements of GAAP . 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. After the January 1, 2022 adoption of ASC 842, revenue is accounted for solely under ASC 606 as our facilities no longer meet the definition of leased assets under ASC 842. 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.” |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Standards | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued and Adopted Accounting Standards | NOTE 3 – Recently Issued and Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (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. Upon adoption of Topic 842 as of January 1, 2022, the Company recognized $5.1 million of right-of-use (“ROU”) assets and lease liabilities on its consolidated balance sheet related to operating leases existing on the adoption date. Prior period financial statements were not adjusted. 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. See “Note 11 - Leases” for additional information. 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 optional expedients. The Company does not expect the transition to an alternative rate to have a material impact on its business, operations or liquidity. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . ASU 2021-08 requires all entities to recognize and measure contract assets and liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The guidance aims to improve comparability for revenue contracts with customers by providing consistent recognition and measurement guidance for all revenue contracts with customers. ASU 2021-08 is effective for the Company for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company will adopt this ASU as of January 1, 2023 and does not expect the adoption to have a material impact on its financial condition, results of operations, or cash flows. |
Business Combinations and Rever
Business Combinations and Reverse Recapitalization | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations and Reverse Recapitalization | NOTE 4 – Business Combinations and Reverse Recapitalization Formation of the Lightning JV On May 5, 2022, the Company and Republic Services, Inc. (“Republic”) announced the formation of the Lightning JV to develop 39 RNG projects across the U.S. that will be located at various landfill sites owned or operated by Republic. The joint venture will develop and construct RNG facilities that will convert LFG into pipeline-quality RNG that can be used for a variety of applications. The Company holds a 60% ownership interest in the Lightning JV, and the Company’s initial capital funding of $222.5 million was paid into the Lightning JV on July 5, 2022. Concurrent with the initial funding, the Lightning JV completed the acquisition of landfill gas rights and underlying assets at an additional Republic-owned landfill for $37.9 million, bringing the total number of RNG development projects within the Lightning JV to 40. The Lightning JV did not conduct any activities impacting the financial results of the Company for the three and six months ended June 30, 2022. Reverse Recapitalization Legacy Archaea is considered the accounting acquirer of the Business Combinations because the 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. Aria Merger As discussed in “Note 1 - Organization and Description of Business,” Aria was acquired as part of the Business Combinations consummated on September 15, 2021 to complement the Company’s existing RNG assets and for its operational expertise in the renewable gas industry. 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. As of June 30, 2022, the Company has completed the allocation of the consideration. During the six months ended June 30, 2022, the final consideration adjustment of $1.9 million was determined and received from the Aria Holders which had the effect of reducing goodwill. In addition, other purchase price adjustments of $2.5 million in the aggregate were recorded for the six months ended June 30, 2022 which had the effect of increasing goodwill. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | NOTE 5 – Revenues The following table disaggregates revenue by significant product type and operating segment for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Revenue by Product Type RNG, including RINs and LCFS credits $ 55,086 $ 821 $ 89,883 $ 821 RNG O&M service (1) 242 — 532 — Power, including RECs 14,893 2,238 31,759 2,238 Power O&M service (1) 953 — 1,851 — Equipment and associated services 2,808 2,068 4,022 3,722 Other (1) 468 — 533 — Total $ 74,450 $ 5,127 $ 128,580 $ 6,781 Revenue by Operating Segment RNG $ 55,328 $ 821 $ 90,415 $ 821 Power 15,846 2,238 33,610 2,238 Corporate and Other 3,276 2,068 4,555 3,722 Total $ 74,450 $ 5,127 $ 128,580 $ 6,781 _____________________________________________ (1) Includes revenues earned from the Company’s joint ventures, see “Note 20 - Related Party Transactions.” 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 June 30, 2022 or December 31, 2021. 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 equipment 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 June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 Contract assets (included in Prepaid expenses and other current assets) $ 168 $ 87 Contract liabilities (included in Accrued and other current liabilities) $ (270) $ (505) The decrease in contract liabilities during the six months ended June 30, 2022 was primarily due to the timing of milestone billings along with revenues recognized that were included in December 31, 2021 contract liabilities. Costs to Obtain Customer Contracts The Company recognizes an asset for the incremental costs of obtaining a contract with a customer when the economic benefit and amortization period exceeds one year. Only those costs that are directly related to the acquisition of customer contracts and that would not have been incurred if the customer contract had not been obtained are deferred as assets. As of June 30, 2022, $2.5 million was recorded for costs to obtain customer contracts and included in other non-current assets on the Company’s consolidated balance sheet. Amortization will begin when the related contract commences. Transaction Price Allocated to Remaining Unsatisfied Performance Obligations Remaining unsatisfied performance obligations as of June 30, 2022 relate to certain of the Company’s RNG and Environmental Attributes 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 and Environmental Attributes based on minimum contractual volumes 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 21 years on these firm sales contracts as of June 30, 2022: (in thousands) Remainder of 2022 $ 42,026 2023-2024 262,001 2025-2026 429,996 2027-2028 441,067 2029-2030 434,641 2031-2032 418,453 Thereafter 1,871,603 Total $ 3,899,787 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 6 – Property, Plant and Equipment Property, plant and equipment consist of the following as of June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 Machinery and equipment $ 307,808 $ 285,718 Buildings and improvements 17,517 16,039 Furniture and fixtures 2,326 1,176 Construction in progress (1) 151,496 55,039 Land 266 246 Total cost 479,413 358,218 Less accumulated depreciation (19,073) (7,635) Property, plant and equipment, net $ 460,340 $ 350,583 _____________________________________________ (1) Includes both acquired long-lead equipment and projects in progress. |
Equity Method Investments
Equity Method Investments | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | NOTE 7 – Equity Method Investments As a result of the Aria Merger, the Company holds 50% interest in two joint ventures, Mavrix, LLC (“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. In February 2022, the Mavrix, LLC Contribution Agreement was amended to exclude certain upgrade and optimization capital expenditures incurred for one specific project from the earn-out calculation and to add a maintenance expenditure cap. Based on the amended terms, the Company has estimated the earn-out payment to be $8.3 million at June 30, 2022, 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 is as follows: (in thousands) June 30, 2022 December 31, 2021 Assets $ 225,978 $ 203,864 Liabilities 51,873 15,477 Net assets $ 174,105 $ 188,387 Company’s share of equity in net assets $ 87,052 $ 94,194 (in thousands) Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Total revenues $ 26,797 $ 52,025 Net income $ 10,419 $ 18,436 Company’s share of net income $ 5,209 $ 9,218 The Company’s carrying values of the Mavrix and SGP investments also include basis differences totaling $154.5 million as of June 30, 2022 as a result of the fair value measurements recorded as part of the Aria Merger. Amortization of the basis differences reduced equity investment income by $2.6 million and $5.1 million for the three and six months ended June 30, 2022, respectively. On December 30, 2021, the Company entered into a new joint venture. The Company contributed $7.5 million in cash in 2021 into this newly created entity, Saturn Renewables LLC ("Saturn"), in exchange for a 50% interest, and the joint venture acquired gas rights at two landfill sites to develop RNG facilities. The Company is the operator of Saturn’s day-to-day operations and accounts for its investment in Saturn using the equity method. The Company has contributed an additional $8.0 million to the Saturn joint venture during the six months ended June 30, 2022, and the carrying value of Saturn was $15.5 million as of June 30, 2022. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 8 – Goodwill and Intangible Assets Goodwill At June 30, 2022, the Company had $29.8 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 discussed in “Note 4 - Business Combinations and Reverse Recapitalization.” The Company performs its annual impairment testing on October 1 of each year or as circumstances change or necessitate. There have been no material changes related to the RNG segment's goodwill or the Company’s impairment assessments since its fiscal year ended December 31, 2021. 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. Biogas rights agreements also include the cost of agreements entered into with biogas site hosts. 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 June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Biogas rights agreements $ 612,461 $ 22,814 $ 589,647 Electricity off-take agreements 26,511 2,344 24,167 O&M contracts 8,620 460 8,160 RNG purchase contract 10,290 5,291 4,999 Trade names and customer relationships 500 250 250 Total $ 658,382 $ 31,159 $ 627,223 (in thousands) December 31, 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 O&M contracts 8,620 173 8,447 RNG purchase contract 10,290 1,959 8,331 Trade names and customer relationships 500 200 300 Total $ 649,789 $ 11,318 $ 638,471 Total amortization expense was appro ximately $8.3 million and $16.5 million for the three and six months ended June 30, 2022, respectively, and $25 thousand and $50 thousand for the three and six months ended June 30, 2021, respectively, excluding the $1.7 million and $3.3 million of amortization of the RNG purchase contract for the three and six months ended June 30, 2022, respectively, that is amortized to cost of energy. 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 sheets as of June 30, 2022 and December 31, 2021: June 30, 2022 Gross Liability Accumulated Amortization Net Gas off-take agreements $ 146,990 $ 11,780 $ 135,210 December 31, 2021 Gross Liability Accumulated Amortization Net Gas off-take agreements $ 146,990 $ 4,360 $ 142,630 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | NOTE 9 – Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following as of June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 Accrued expenses $ 30,377 $ 16,638 Accrued capital expenditures 22,760 16,609 Derivative liabilities 55 771 Payroll and related costs 6,875 7,683 Accrued interest 70 738 Contract liabilities 270 505 Other current liabilities 3,200 3,335 Total $ 63,607 $ 46,279 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 10 – Debt Credit Agreement Amendment On June 30, 2022, the Company amended its Revolving Credit and Term Loan Agreement which included 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”) with an initial commitment of $220 million. The amendment, among other things, increased the aggregate total commitment from the original syndicate of lenders plus two additional lenders by approximately $630 million to a total of $1.1 billion, and provides for a $400 million Term Loan and a $700 million Revolver (together, the “Credit Facilities”). In addition, on June 1, 2022, the benchmark interest rate was revised to the secured overnight financing rate (“SOFR”) plus 2.75% for the Revolver and SOFR plus 3.25% for the Term Loan. The maturity date of the Credit Facilities remains unchanged at September 15, 2026. The Company had outstanding borrowings under the Term Loan of $400.0 million at an interest rate of 4.89% and under the Revolver of $50.0 million at an interest rate of 4.39% as of June 30, 2022. The Company had issued letters of credit under the Credit Facilities of $23.8 million, resulting in available borrowing capacity of $626.2 million under the Revolver as of June 30, 2022. The Company’s outstanding debt consists of the following as of June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 Credit Agreement, as amended - Term Loan $ 400,000 $ 218,625 Credit Agreement, as amended - Revolver 50,000 — Wilmington Trust – 4.47% Term Note 60,828 60,828 Wilmington Trust – 3.75% Term Note 69,667 72,542 580,495 351,995 Less unamortized debt issuance costs (10,027) (9,221) Long-term debt less debt issuance costs 570,468 342,774 Less current maturities, net (21,568) (11,378) Total long-term debt, net $ 548,900 $ 331,396 Scheduled future maturities of long-term debt principal amounts are as follows: (in thousands) Remainder of 2022 $ 10,502 2023 26,108 2024 26,371 2025 26,598 2026 and thereafter 490,916 Total $ 580,495 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 June 30, 2022 and December 31, 2021, the estimated fair value of the Company’s outstanding debt was approximately $523.0 million and $353.1 million, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | NOTE 11 – Leases The Company has entered into warehouse, facility, and various office leases with third parties for periods ranging from one Leases on January 1, 2022 utilizing the modified retrospective approach. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain leases, (2) lease classification for any expired or existing leases as of the adoption date, and (3) initial direct costs for any existing leases as of the adoption date. The Company has elected not to recognize ROU assets and lease liabilities for leases with terms of 12 months or less. The Company determines at the inception of a lease whether an arrangement that provides the Company control over the use of an asset is a lease. ROU assets and lease liabilities are initially measured at the lease commencement date based on the present value of the future lease payments over the lease term, discounted using an estimate of the Company’s incremental borrowing rate which approximates the rate to borrow funds on collateralized loans over a similar term of the lease. Renewal options are included in the calculation of ROU assets and lease liabilities when the Company determines that the option is reasonably certain of exercise based on an analysis of the relevant facts and circumstances. When operating leases contain provisions for maintenance services, which are considered non-lease components for accounting purposes, those non-lease components are excluded from the calculation of the ROU assets and lease liabilities. Operating lease expense is generally recognized on a straight-line basis over the lease term unless another method better represents the pattern that benefit is expected to be derived from the right to use the underlying asset. For the three and six months ended June 30, 2022, the Company recognized total lease costs of $0.8 million and $1.6 million, respectively, which was comprised of $0.3 million and $0.7 million, respectively, in operating lease costs for ROU assets, and $0.4 million and $0.9 million, respectively, of short-term operating lease expense. For the three and six months ended June 30, 2021, the Company recognized rent expense of $0.3 million and $0.4 million, respectively. The Company also entered into a related-party office lease as a result of its acquisition of an interest in Gulf Coast Environmental Services, LLC in 2020. During the three and six months ended June 30, 2022, the Company recognized rent expense of zero and $70 thousand, respectively, under this related-party lease which expired on May 1, 2022. For the three and six months ended June 30, 2021, the Company recognized rent expense of $53 thousand and $105 thousand, respectively, under this related-party lease. Supplemental information related to the Company’s ROU assets and related operating lease liabilities were as follows: (in thousands) Six Months Ended June 30, 2022 Operating cash outflows for operating leases $ 1,346 Weighted average remaining lease term (in years) 8.9 Weighted average discount rate 5.0 % In 2021, the Company entered into a new corporate office lease with a commitment of approximately $8.3 million that has not commenced as of June 30, 2022 and, therefore, has not been recognized on the Company’s consolidated balance sheet. This operating lease is expected to commence in the first half of 2023 with a lease term of 11 years. As of June 30, 2022, future lease payments under the Company’s operating leases that have commenced are as follows: (in thousands) Remainder of 2022 $ 602 2023 625 2024 609 2025 589 2026 533 2027 546 Thereafter 2,576 Total future lease payments 6,080 Less portion representing imputed interest (1,205) Total operating lease liabilities $ 4,875 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12 – Commitments and Contingencies 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. Contingencies The Company is subject to certain claims, charges and litigation concerning matters arising in the ordinary course of business and that have not been fully resolved. 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 potential liability is believed to be only reasonably possible or remote. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | NOTE 13 – Derivative Instruments Warrant Liabilities In June 2022, 234,399 Private Placement Warrants were exercised on cashless basis at an exercise price of $11.50 per share in exchange for a total of 100,009 shares of Class A Common Stock. As of June 30, 2022, 6,536,601 Private Placement Warrants remain outstanding, 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 or their permitted transferees. The outstanding Private Placement Warrants continue to be held by the initial purchasers or their permitted transferees as of June 30, 2022. The Private Placement Warrants contain exercise and settlement features that preclude them from being classified within stockholders’ equity, and therefore are recognized as derivative liabilities. The Company recognizes the warrant instruments as liabilities at fair value with changes in fair value included within gain (loss) on warrants and derivative contracts 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. 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: June 30, 2022 December 31, 2021 Stock price $ 15.53 $ 18.28 Exercise price $ 11.50 $ 11.50 Volatility 49.5 % 46.0 % Expected term (years) 4.2 4.7 Risk-free interest rate 3.0 % 1.2 % The change in the fair value of the warrant liabilities is recognized in gain (loss) on warrants and derivative contracts in the consolidated statement of operations. The changes in the warrant liabilities for the six months ended June 30, 2022 are as follows: (in thousands) Warrant liabilities as of December 31, 2021 $ 67,290 Change in fair value (13,004) Less fair value of warrants exercised (1,556) Warrant liabilities as of June 30, 2022 $ 52,730 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 through 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 219,000 MMBtu as of June 30, 2022. Changes in the fair values and realized gains (losses) for the natural gas swap are recognized in gain (loss) on warrants and 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 warrants and derivative contracts. The interest rate swap notional was $107.9 million as of June 30, 2022 and declines over the term of the swap to $94.9 million at the December 2024 contract termination date. The following summarizes the balance sheet classification and fair value of the Company’s derivative instruments as of June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 Prepaid expenses and other current assets Natural gas swap asset $ 245 $ — Interest rate swap asset 1,906 — Other non-current assets Interest rate swap asset 2,814 439 Total derivative assets $ 4,965 $ 439 Accrued and other current liabilities Natural gas swap liability $ 55 $ 44 Interest rate swap liability — 727 Derivative liabilities Natural gas swap liability — 134 Warrant liabilities 52,730 67,290 Total derivative liabilities $ 52,785 $ 68,195 The following table summarizes the income statement effect of gains and losses related to warrants and derivative instruments for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Gain (loss) on natural gas swap contract $ 116 $ — $ 570 $ — Gain (loss) on interest rate swap contract 963 — 4,606 — Gain (loss) on warrant liabilities 37,016 — 13,004 — Total $ 38,095 $ — $ 18,180 $ — |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 14 – Fair Value Measurements Fair Values - Recurring 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 June 30, 2022 Assets Natural gas swap $ — $ 245 $ — $ 245 Interest rate swap — 4,720 — 4,720 Liabilities Natural gas swap $ — $ 55 $ — $ 55 Warrant liabilities — — 52,730 52,730 (in thousands) Level 1 Level 2 Level 3 Total Fair Value December 31, 2021 Assets Interest rate swap $ — $ 439 $ — $ 439 Liabilities Natural gas swap $ — $ 178 $ — $ 178 Interest rate swap — 727 — 727 Warrant liabilities — — 67,290 67,290 Financial Instruments Fair Value As of June 30, 2022 and December 31, 2021, 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 10 - Debt” for the fair value of the Company’s debt. Fair Values - Nonrecurring 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 8 - Goodwill and Intangible Assets” and “Note 4 - Business Combinations and Reverse Recapitalization.” There were no transfers between fair value hierarchy levels for the six months ended June 30, 2022 and the year ended December 31, 2021. |
Nonredeemable and Redeemable No
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity | NOTE 15 – Nonredeemable and 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 (or their transferees), Atlas or the Company’s directors. As of June 30, 2022, the Company directly owned approximately 67.4% of the interest in Opco and the redeemable noncontrolling interest was 32.6%. As of December 31, 2021, the Company 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 In March 2022, the Company supported an underwritten public offering in which Aria Renewable Energy Systems LLC sold 14,942,643 shares of our Class A Common Stock (the “Ares Secondary Offering”). The Ares Secondary Offering resulted in no proceeds to the Company and a decrease of 14,942,643 shares of outstanding Class B Common Stock and a corresponding increase of 14,942,643 shares of outstanding Class A Common Stock. The following is a summary of Class A Common Stock and Class B Common Stock activity for the six months ended June 30, 2022: (in shares) Class A Common Stock Class B Common Stock Balance at December 31, 2021 65,122,200 54,338,114 Issued for warrant exercises 100,009 — Exchange of Class B Common Stock for Class A Common Stock 15,277,696 (15,277,696) Issued for vested RSUs 217,852 — Outstanding at June 30, 2022 80,717,757 39,060,418 |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 16 – 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 and approximately 9.6 million shares remain available for future issuance as of June 30, 2022. The Company determines the grant-date fair value of its RSUs using the fair market value of its stock on the grant date, unless the awards are subject to market-based vesting conditions, in which case the Company utilizes a Monte Carlo simulation model to determine the grant-date fair value. The Company recognizes compensation expense equal to the grant-date fair value for all equity awards that are expected to vest. This expense is recognized as compensation expense on a straight-line basis over the requisite 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 Units In January 2022, the Company granted a total of 41,028 RSUs to non-employee directors with a one-year vesting period. These RSUs will be subject to forfeiture restrictions and cannot be sold, transferred, or disposed of during the restriction period. In February 2022, the Company modified and accelerated the vesting of 158,583 unvested RSUs for certain employees and recognized $2.9 million of incremental share-based compensation expense related to these modifications. During the three months ended June 30, 2022, the Company granted a total of 666,677 RSUs to its executives and other employees, and these RSUs generally vest over a three-year period. These RSUs will be subject to forfeiture restrictions and cannot be sold, transferred, or disposed of during the restriction period. The table below summarizes RSU activity for the six months ended June 30, 2022: RSUs Weighted- Average Grant Date Fair Value (per unit) Outstanding at December 31, 2021 851,020 $ 17.23 Granted 707,705 $ 22.22 Vested (1) (316,903) $ 17.23 Forfeited (164,004) $ 18.29 Outstanding at June 30, 2022 1,077,818 $ 20.35 __________________________________________ (1) Vested RSUs include 85,922 units that were not converted into Class A Common Stock due to net share settlements to cover employee withholding taxes. For the three and six months ended June 30, 2022, the Company recognized a total of $2.4 million and $8.2 million, respectively, of share-based compensation expense related to RSUs, including $2.9 million of incremental share-based compensation expense for the February 2022 modifications. There was no share-based compensation expense recognized related to RSUs for the three and six months ended June 30, 2021 and no unrecognized share-based compensation expense related to unvested RSUs as of June 30, 2021. At June 30, 2022, there was $19.1 million of unrecognized share-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of approximately 1.6 years. Performance-Based RSUs In April and May 2022, the Company granted a total of 364,117 performance-based RSUs (“PSUs”) to its senior executives and certain other high-level employees. Each grant award reflects a target number of PSUs that may be issued to the award recipient. These PSUs vest on March 1, 2025 following the completion of a three-year performance period ending December 31, 2024. The performance criteria consist of the market-based Absolute Total Shareholders Return (“ATSR”) and the performance-based Average Cash Return on Investment (“ACRI”). Depending on the results achieved during the three-year performance period, the actual number of PSUs that an award recipient receives at the end of the vesting period may range from 0% to 200% of the target PSUs granted. Estimates of grant-date fair value of these PSUs may not accurately predict the value ultimately realized by the employees who received the awards, and the ultimate value may not be indicative of the reasonableness of the original estimates of fair value made by the Company. The fair value of the ATSR market-based performance objective was determined using Monte Carlo simulations with the following weighted-average assumptions: Stock price $ 22.67 Volatility 49.0 % Risk-free interest rate 2.6 % Grant date fair value per target ATSR PSU $ 28.53 Separately, based on a subjective assessment of our future financial performance over the performance period, the Company determines quarterly the probable level of performance for the ACRI criteria. The Company starts recording compensation expense when the ACRI become probable of achievement. Based on the Company’s subjective assessment as of June 30, 2022, the 100% payout rate of ACRI performance is probable of being achieved; accordingly, the Company recognized expense based on the target level. The table below summarizes PSU activity for the six months ended June 30, 2022: PSUs Weighted- Average Grant Date Fair Value (per unit) Outstanding at December 31, 2021 — $ — Granted 364,117 $ 26.75 Forfeited (12,580) $ 26.84 Outstanding at June 30, 2022 351,537 $ 26.75 For the three and six months ended June 30, 2022, the Company recognized a total of $0.8 million share-based compensation expense related to these PSUs. At June 30, 2022, there was $8.6 million of unrecognized compensation expense related to unvested PSUs, which is expected to be recognized over a weighted-average period of approximately 2.7 years . 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. Under the original terms of the awards, all unvested Series A units outstanding were vested upon Closing of Business Combinations. For the three and six months ended June 30, 2021, Legacy Archaea recognized compensation expense of $0.1 million and $0.2 million, 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. |
Provision for Income Tax
Provision for Income Tax | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Tax | NOTE 17 – Provision for Income Tax Archaea Energy Inc. is organized as a Subchapter C corporation and, as of June 30, 2022, is a 67.4% owner of LFG Acquisition Holdings LLC. LFG Acquisition Holdings LLC is organized as a limited liability company and treated as a partnership for U.S. federal and most applicable state and local income tax purposes and, as such, is generally not subject to any U.S. federal and state entity-level income taxes with the exception of two subsidiary Subchapter C corporations and certain limited state jurisdictions. The Company recognized federal and state income tax expense of $0.1 million for both the three and six months ended June 30, 2022. The Company did not record a tax provision for the three and six months ended June 30, 2021 primarily due to Archaea Energy LLC's status as a pass-through entity for U.S. federal income tax purposes. The effective tax rates were 0% and (23.6)% for the three and six months ended June 30, 2022, respectively, and 0% for both the three and six months ended June 30, 2021. The difference between the Company’s effective tax rate for the three and six months ended June 30, 2022, 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. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of June 30, 2022, 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. There are no unrecognized tax benefits recorded as of June 30, 2022 and December 31, 2021. Archaea is analyzing the relevant sections of the recently passed Inflation Reduction Act to determine what, if any, impact it may have on the 2022 financial statements. The Company does not anticipate a material impact on year-to-date activity as of June 30, 2022. |
Net Earnings (Loss) Per Share
Net Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Earnings (Loss) Per Share | NOTE 18 – Net Earnings (Loss) Per Share The Archaea Merger was accounted for as a reverse recapitalization and is treated as the equivalent of Legacy Archaea receiving proceeds for the issuance of the outstanding shares of Class A Common Stock and Class B Common Stock, 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, PSUs and Private Placement Warrants, 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 three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share amounts) 2022 2021 2022 2021 Net income (loss) attributable to Class A Common shares - basic $ 21,950 $ — $ 3,523 $ — Less gain in fair value of Private Placement Warrants (37,016) — (13,004) — Net income (loss) attributable to Class A Common shares - diluted $ (15,066) $ — $ (9,481) $ — Weighted average number of Class A Common shares outstanding - basic 80,523 — 73,489 — Effect of dilutive Private Placement Warrants 2,922 — 2,715 — Effect of dilutive equity awards — — — — Weighted average number of Class A Common shares outstanding - diluted 83,445 — 76,204 — Net income (loss) per share of Class A Common Stock Basic $ 0.27 $ — $ 0.05 $ — Diluted $ (0.18) $ — $ (0.12) $ — |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 19 – Segment Information The Company’s two reporting segments for the three and six months ended June 30, 2022 and 2021 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 Three months ended June 30, 2022 Revenue and other income $ 58,781 $ 15,092 $ 3,346 $ 77,219 Intersegment revenue — 1,366 (1,366) — Total revenue and other income 58,781 16,458 1,980 77,219 Equity investment income, net 2,506 187 — 2,693 Net income (loss) 11,050 1,629 19,945 32,624 Interest expense 1,468 — 2,244 3,712 Depreciation, amortization and accretion 10,966 2,573 191 13,730 Income tax expense — — 129 129 EBITDA $ 23,484 $ 4,202 $ 22,509 $ 50,195 Six months ended June 30, 2022 Revenue and other income $ 97,620 $ 31,941 $ 4,555 $ 134,116 Intersegment revenue — 2,777 (2,777) — Total revenue and other income 97,620 34,718 1,778 134,116 Equity investment income, net 3,544 578 — 4,122 Net income (loss) 24,426 3,274 (28,248) (548) Interest expense 1,995 — 4,371 6,366 Depreciation, amortization and accretion 20,073 5,731 415 26,219 Income tax expense — — 129 129 EBITDA $ 46,494 $ 9,005 $ (23,333) $ 32,166 June 30, 2022 Goodwill $ 29,835 $ — $ — $ 29,835 Three months ended June 30, 2021 Revenue and other income $ 822 $ 2,237 $ 2,068 $ 5,127 Intersegment revenue — — — — Total revenue and other income 822 2,237 2,068 5,127 Net income (loss) (476) (1,830) (5,624) (7,930) Interest expense 13 — — 13 Depreciation, amortization and accretion 202 630 54 886 EBITDA $ (261) $ (1,200) $ (5,570) $ (7,031) Six months ended June 30, 2021 Revenue and other income $ 822 $ 2,237 $ 3,722 $ 6,781 Intersegment revenue — — — — Total revenue and other income 822 2,237 3,722 6,781 Net income (loss) (1,566) (1,830) (7,033) (10,429) Interest expense 19 — — 19 Depreciation, amortization and accretion 215 630 90 935 EBITDA $ (1,332) $ (1,200) $ (6,943) $ (9,475) December 31, 2021 Goodwill $ 29,211 $ — $ — $ 29,211 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 20 – Related Party Transactions Assai Energy, LLC (“Assai”) (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 was 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, which has been fully paid. The Company also reimbursed NESS $4.6 million for costs outside the EPC contract related to additional capital costs for the Assai project. This agreement is considered to be a related party transaction due to the owners of NESS also being certain officers of the Company. NESS billed an additional $6.1 million in capital project change orders and associated labor costs, and this amount has been capitalized to property, plant and equipment and is included in accounts payable - trade as of June 30, 2022. The Company provides O&M and construction services for facilities owned by certain of its joint ventures and recognized associated revenues of $0.7 million and $1.0 million for the three and six months ended June 30, 2022, respectively. As of June 30, 2022, the Company had related party balances with certain of its joint ventures including a receivable of $0.5 million. In 2020, the Company entered into Master Services Agreement and Development and Marketing Agreement with Lutum Technologies LLC (“Lutum”), a joint venture with 20% ownership by the Company. The Company has paid a total of $0.7 million to Lutum for the three and six months ended June 30, 2022. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 21 – Subsequent Events On July 15, 2022, the Company paid $230.5 million to acquire 100% of the ownership interest of INGENCO pursuant to the Purchase and Sale Agreement dated April 26, 2022 and to retire INGENCO’s outstanding debt. At the acquisition date, INGENCO owned 14 LFG to renewable electricity facilities. INGENCO was purchased to increase the Company’s backlog of RNG development opportunities. The Company is currently compiling information to determine the initial accounting impacts and related purchase price allocation. Legal and other costs related to the acquisition of $1.6 million and $2.3 million were included in general and administrative expenses for the three and six months ended June 30, 2022, respectively. |
Description of Business - Prede
Description of Business - Predecessor | 6 Months Ended |
Jun. 30, 2022 | |
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” or the "Company"), a Delaware corporation (formerly named Rice Acquisition Corp.), is one of the largest RNG producers in the U.S., with an industry-leading RNG platform primarily focused on capturing and converting waste emissions from landfills and livestock farms into low-carbon RNG and electricity. As of June 30, 2022, Archaea owns, through wholly-owned entities or joint ventures, a diversified portfolio of 32 LFG recovery and processing facilities across 18 states, including 13 operated facilities that produce pipeline-quality RNG and 19 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, through wholly-owned entities or joint ventures, 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 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”), 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”). 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 or owned 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 Accounting Standards Codification (“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. Subsequent to the Business Combinations, transactions impacting the ownership of Class A Opco Units resulted from 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 restricted stock units (“RSUs”). The ownership structure of Opco upon closing of the Business Combinations and as of June 30, 2022, which gives rise to the redeemable noncontrolling interest at Archaea, is as follows: June 30, 2022 September 15, 2021 Equity Holder Class A Opco Units % Interest Class A Opco Units % Interest Archaea 80,717,757 67.4 % 52,847,195 45.9 % Total controlling interests 80,717,757 67.4 % 52,847,195 45.9 % Aria Holders — — % 23,000,000 20.0 % Legacy Archaea Holders 33,350,385 27.8 % 33,350,385 29.0 % Sponsor, Atlas and RAC independent directors 5,710,033 4.8 % 5,931,350 5.2 % Total redeemable noncontrolling interests 39,060,418 32.6 % 62,281,735 54.1 % Total 119,778,175 100.0 % 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Predecessor | 6 Months Ended |
Jun. 30, 2022 | |
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 unaudited, interim, consolidated financial statements and notes are prepared in accordance with GAAP for interim reporting and in accordance with the rules and regulations of the SEC. These unaudited interim financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the results for the interim 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 VIEs with respect to which the Company determined it is the primary beneficiary. Certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the 2021 Annual Report. 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 32 . Principles of Consolidation As the Company completed its Business Combinations on September 15, 2021, these unaudited consolidated financial statements for the three and six months ended June 30, 2022 and as of December 31, 2021 include the assets, liabilities and results of operations of the combined results of the businesses of Legacy Archaea and Aria as operated by the Company after the Business Combinations; whereas, the unaudited results of operations for the three and six months ended June 30, 2021 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 15 - Nonredeemable and 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 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, revenues 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. Revenue Recognition The Company generates revenues from the production and sales of RNG, Power, and associated Environmental Attributes, as well as from the performance of other landfill energy operations and maintenance (“O&M”) services. The Company also manufactures and sells customized pollution control equipment and performs associated maintenance agreement services. Prior to the January 1, 2022 adoption of ASC 842 - Leases as discussed in “Note 3 - Recently Issued and Adopted Accounting Standards,” a portion of the Company’s revenue was accounted for under ASC 840 - Leases and a portion under ASC 606 - Revenue from Contracts with Customers based on requirements of GAAP . 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. After the January 1, 2022 adoption of ASC 842, revenue is accounted for solely under ASC 606 as our facilities no longer meet the definition of leased assets under ASC 842. 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.” |
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 have been reclassified to conform to the current presentation. 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. Revenue Recognition Aria generates revenue from the production and sale of electricity, gas, and their related Environmental 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 Environmental Attributes. Under ASC 606 , revenue is recognized upon the transfer of control of promised goods or services to the customer in an amount that reflects the consideration to which is expected to be entitled in exchange for those goods or serv ices. Based on the terms of the Power Purchase Agreements, the amounts recorded under ASC 840 are generally consistent with revenue recognized under ASC 606. For the six months ended June 30, 2021, approximately 36% of revenue was accounted for under ASC 606 and 64% under ASC 840. The following tables display Aria’s revenue by major source and by operating segment for the three and six months ended June 30, 2021 : (in thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 RNG, including RINs and LCFS credits $ 29,241 $ 55,722 RNG O&M service 367 706 Power, including RECs 10,809 24,626 Power O&M service 1,600 3,430 Other — 24 Total $ 42,017 $ 84,508 Operating segments RNG $ 29,608 $ 56,452 Power 12,409 28,056 Total $ 42,017 $ 84,508 Held for Sale During 2020, Aria enacted a plan to sell LES Project Holdings LLC (“LESPH”), and accordingly, the business was classified as held for sale. 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 and were sent to the lenders of the LESPH debt, and Aria was released from its obligations under the LESPH debt. 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, and Aria recorded an ordinary gain on sale of assets in the amount of $1.3 million during the three and six months ended June 30, 2021. |
Equity Method Investments - Pre
Equity Method Investments - Predecessor | 6 Months Ended |
Jun. 30, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Equity Method Investments - Predecessor | NOTE 7 – Equity Method Investments As a result of the Aria Merger, the Company holds 50% interest in two joint ventures, Mavrix, LLC (“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. In February 2022, the Mavrix, LLC Contribution Agreement was amended to exclude certain upgrade and optimization capital expenditures incurred for one specific project from the earn-out calculation and to add a maintenance expenditure cap. Based on the amended terms, the Company has estimated the earn-out payment to be $8.3 million at June 30, 2022, 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 is as follows: (in thousands) June 30, 2022 December 31, 2021 Assets $ 225,978 $ 203,864 Liabilities 51,873 15,477 Net assets $ 174,105 $ 188,387 Company’s share of equity in net assets $ 87,052 $ 94,194 (in thousands) Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Total revenues $ 26,797 $ 52,025 Net income $ 10,419 $ 18,436 Company’s share of net income $ 5,209 $ 9,218 The Company’s carrying values of the Mavrix and SGP investments also include basis differences totaling $154.5 million as of June 30, 2022 as a result of the fair value measurements recorded as part of the Aria Merger. Amortization of the basis differences reduced equity investment income by $2.6 million and $5.1 million for the three and six months ended June 30, 2022, respectively. On December 30, 2021, the Company entered into a new joint venture. The Company contributed $7.5 million in cash in 2021 into this newly created entity, Saturn Renewables LLC ("Saturn"), in exchange for a 50% interest, and the joint venture acquired gas rights at two landfill sites to develop RNG facilities. The Company is the operator of Saturn’s day-to-day operations and accounts for its investment in Saturn using the equity method. The Company has contributed an additional $8.0 million to the Saturn joint venture during the six months ended June 30, 2022, and the carrying value of Saturn was $15.5 million as of June 30, 2022. |
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. Under the terms of the Mavrix, LLC Contribution Agreement dated September 30, 2017, Aria 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. 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 June 30, 2021 and has recorded these amounts in other long-term liabilities in the period. Summary information on the equity method investments is as follows: (in thousands) June 30, 2021 Assets $ 186,521 Liabilities 14,862 Net assets $ 171,659 Aria’s share of equity in net assets $ 85,299 (in thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Revenue $ 29,303 $ 52,902 Net income $ 13,907 $ 25,275 Aria’s share of net income $ 7,469 $ 13,325 |
Derivative Instruments - Predec
Derivative Instruments - Predecessor | 6 Months Ended |
Jun. 30, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Derivative Instruments - Predecessor | NOTE 13 – Derivative Instruments Warrant Liabilities In June 2022, 234,399 Private Placement Warrants were exercised on cashless basis at an exercise price of $11.50 per share in exchange for a total of 100,009 shares of Class A Common Stock. As of June 30, 2022, 6,536,601 Private Placement Warrants remain outstanding, 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 or their permitted transferees. The outstanding Private Placement Warrants continue to be held by the initial purchasers or their permitted transferees as of June 30, 2022. The Private Placement Warrants contain exercise and settlement features that preclude them from being classified within stockholders’ equity, and therefore are recognized as derivative liabilities. The Company recognizes the warrant instruments as liabilities at fair value with changes in fair value included within gain (loss) on warrants and derivative contracts 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. 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: June 30, 2022 December 31, 2021 Stock price $ 15.53 $ 18.28 Exercise price $ 11.50 $ 11.50 Volatility 49.5 % 46.0 % Expected term (years) 4.2 4.7 Risk-free interest rate 3.0 % 1.2 % The change in the fair value of the warrant liabilities is recognized in gain (loss) on warrants and derivative contracts in the consolidated statement of operations. The changes in the warrant liabilities for the six months ended June 30, 2022 are as follows: (in thousands) Warrant liabilities as of December 31, 2021 $ 67,290 Change in fair value (13,004) Less fair value of warrants exercised (1,556) Warrant liabilities as of June 30, 2022 $ 52,730 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 through 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 219,000 MMBtu as of June 30, 2022. Changes in the fair values and realized gains (losses) for the natural gas swap are recognized in gain (loss) on warrants and 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 warrants and derivative contracts. The interest rate swap notional was $107.9 million as of June 30, 2022 and declines over the term of the swap to $94.9 million at the December 2024 contract termination date. The following summarizes the balance sheet classification and fair value of the Company’s derivative instruments as of June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 Prepaid expenses and other current assets Natural gas swap asset $ 245 $ — Interest rate swap asset 1,906 — Other non-current assets Interest rate swap asset 2,814 439 Total derivative assets $ 4,965 $ 439 Accrued and other current liabilities Natural gas swap liability $ 55 $ 44 Interest rate swap liability — 727 Derivative liabilities Natural gas swap liability — 134 Warrant liabilities 52,730 67,290 Total derivative liabilities $ 52,785 $ 68,195 The following table summarizes the income statement effect of gains and losses related to warrants and derivative instruments for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Gain (loss) on natural gas swap contract $ 116 $ — $ 570 $ — Gain (loss) on interest rate swap contract 963 — 4,606 — Gain (loss) on warrant liabilities 37,016 — 13,004 — Total $ 38,095 $ — $ 18,180 $ — |
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 which 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 June 30, 2021 was valued at zero and all associated fees with this transaction were recorded. (in thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Natural gas swap - unrealized gain (loss) $ 446 $ 556 |
Benefit Plans - Predecessor
Benefit Plans - Predecessor | 6 Months Ended |
Jun. 30, 2022 | |
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 “Aria Plan”). Under the provisions of the Aria Plan, substantially all employees meeting minimum age and service requirements are entitled to contribute on a before and after-tax basis a certain percentage of their compensation. Aria matches up to 100% of employees’ first 3% contribution and 50% of the employees’ next 2% contribution. Employees vest immediately in their contributions and Aria’s contribution. Postretirement Obligations Aria sponsors an unfunded defined benefit health care plan that provides postretirement medical benefits to certain full-time employees who meet minimum age and service requirements. Net periodic benefit cost recognized in the consolidated statements of comprehensive income was as follows: (in thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Service cost $ 9 $ 19 Interest cost 25 45 Amortization of prior service cost 3 6 Recognition of net actuarial loss 16 40 Net periodic benefit cost $ 53 $ 110 |
Related Party Transactions - Pr
Related Party Transactions - Predecessor | 6 Months Ended |
Jun. 30, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Related Party Transactions - Predecessor | NOTE 20 – Related Party Transactions Assai Energy, LLC (“Assai”) (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 was 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, which has been fully paid. The Company also reimbursed NESS $4.6 million for costs outside the EPC contract related to additional capital costs for the Assai project. This agreement is considered to be a related party transaction due to the owners of NESS also being certain officers of the Company. NESS billed an additional $6.1 million in capital project change orders and associated labor costs, and this amount has been capitalized to property, plant and equipment and is included in accounts payable - trade as of June 30, 2022. The Company provides O&M and construction services for facilities owned by certain of its joint ventures and recognized associated revenues of $0.7 million and $1.0 million for the three and six months ended June 30, 2022, respectively. As of June 30, 2022, the Company had related party balances with certain of its joint ventures including a receivable of $0.5 million. In 2020, the Company entered into Master Services Agreement and Development and Marketing Agreement with Lutum Technologies LLC (“Lutum”), a joint venture with 20% ownership by the Company. The Company has paid a total of $0.7 million to Lutum for the three and six months ended June 30, 2022. |
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 - Predecessor Sales 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. The following is a summary of transactions with these related parties: (in thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Sales of construction services $ — $ 24 Sales of operations and maintenance services $ 351 $ 746 Sales of administrative and other services $ 97 $ 195 |
Segment Reporting - Predecessor
Segment Reporting - Predecessor | 6 Months Ended |
Jun. 30, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Segment Reporting - Predecessor | NOTE 19 – Segment Information The Company’s two reporting segments for the three and six months ended June 30, 2022 and 2021 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 Three months ended June 30, 2022 Revenue and other income $ 58,781 $ 15,092 $ 3,346 $ 77,219 Intersegment revenue — 1,366 (1,366) — Total revenue and other income 58,781 16,458 1,980 77,219 Equity investment income, net 2,506 187 — 2,693 Net income (loss) 11,050 1,629 19,945 32,624 Interest expense 1,468 — 2,244 3,712 Depreciation, amortization and accretion 10,966 2,573 191 13,730 Income tax expense — — 129 129 EBITDA $ 23,484 $ 4,202 $ 22,509 $ 50,195 Six months ended June 30, 2022 Revenue and other income $ 97,620 $ 31,941 $ 4,555 $ 134,116 Intersegment revenue — 2,777 (2,777) — Total revenue and other income 97,620 34,718 1,778 134,116 Equity investment income, net 3,544 578 — 4,122 Net income (loss) 24,426 3,274 (28,248) (548) Interest expense 1,995 — 4,371 6,366 Depreciation, amortization and accretion 20,073 5,731 415 26,219 Income tax expense — — 129 129 EBITDA $ 46,494 $ 9,005 $ (23,333) $ 32,166 June 30, 2022 Goodwill $ 29,835 $ — $ — $ 29,835 Three months ended June 30, 2021 Revenue and other income $ 822 $ 2,237 $ 2,068 $ 5,127 Intersegment revenue — — — — Total revenue and other income 822 2,237 2,068 5,127 Net income (loss) (476) (1,830) (5,624) (7,930) Interest expense 13 — — 13 Depreciation, amortization and accretion 202 630 54 886 EBITDA $ (261) $ (1,200) $ (5,570) $ (7,031) Six months ended June 30, 2021 Revenue and other income $ 822 $ 2,237 $ 3,722 $ 6,781 Intersegment revenue — — — — Total revenue and other income 822 2,237 3,722 6,781 Net income (loss) (1,566) (1,830) (7,033) (10,429) Interest expense 19 — — 19 Depreciation, amortization and accretion 215 630 90 935 EBITDA $ (1,332) $ (1,200) $ (6,943) $ (9,475) December 31, 2021 Goodwill $ 29,211 $ — $ — $ 29,211 |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Segment Reporting - Predecessor | Segment Reporting - Predecessor (in thousands) RNG Power Corporate and Other Total Three months ended June 30, 2021 Total revenue $ 28,716 $ 12,347 $ — $ 41,063 Net income (loss) 21,823 63,422 (9,195) 76,050 Depreciation, amortization and accretion 2,284 3,325 12 5,621 Interest expense — — 4,355 4,355 EBITDA $ 24,107 $ 66,747 $ (4,828) $ 86,026 Six Months Ended June 30, 2021 Total Revenue $ 54,669 $ 27,931 $ — $ 82,600 Net income (loss) 38,773 64,925 (18,938) 84,760 Depreciation, amortization and accretion 4,559 6,728 27 11,314 Interest expense — — 8,676 8,676 EBITDA $ 43,332 $ 71,653 $ (10,235) $ 104,750 |
Basis of Presentation_and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited, interim, consolidated financial statements and notes are prepared in accordance with GAAP for interim reporting and in accordance with the rules and regulations of the SEC. These unaudited interim financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the results for the interim 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 VIEs with respect to which the Company determined it is the primary beneficiary. Certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the 2021 Annual Report. 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 32 . |
Principles of Consolidation | Principles of Consolidation As the Company completed its Business Combinations on September 15, 2021, these unaudited consolidated financial statements for the three and six months ended June 30, 2022 and as of December 31, 2021 include the assets, liabilities and results of operations of the combined results of the businesses of Legacy Archaea and Aria as operated by the Company after the Business Combinations; whereas, the unaudited results of operations for the three and six months ended June 30, 2021 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 15 - Nonredeemable and 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, revenues 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. |
Revenue Recognition | Revenue Recognition The Company generates revenues from the production and sales of RNG, Power, and associated Environmental Attributes, as well as from the performance of other landfill energy operations and maintenance (“O&M”) services. The Company also manufactures and sells customized pollution control equipment and performs associated maintenance agreement services. Prior to the January 1, 2022 adoption of ASC 842 - Leases as discussed in “Note 3 - Recently Issued and Adopted Accounting Standards,” a portion of the Company’s revenue was accounted for under ASC 840 - Leases and a portion under ASC 606 - Revenue from Contracts with Customers based on requirements of GAAP . Under ASC 840, lease revenue is recognized generally upon delivery of RNG and electricity. Under ASC 606 , |
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.” |
Recently Issued and Adopted Accounting Standards | NOTE 3 – Recently Issued and Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (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. Upon adoption of Topic 842 as of January 1, 2022, the Company recognized $5.1 million of right-of-use (“ROU”) assets and lease liabilities on its consolidated balance sheet related to operating leases existing on the adoption date. Prior period financial statements were not adjusted. 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. See “Note 11 - Leases” for additional information. 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 optional expedients. The Company does not expect the transition to an alternative rate to have a material impact on its business, operations or liquidity. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . ASU 2021-08 requires all entities to recognize and measure contract assets and liabilities in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The guidance aims to improve comparability for revenue contracts with customers by providing consistent recognition and measurement guidance for all revenue contracts with customers. ASU 2021-08 is effective for the Company for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company will adopt this ASU as of January 1, 2023 and does not expect the adoption to have a material impact on its financial condition, results of operations, or cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Predecessor (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Basis of Presentation | Basis of Presentation These unaudited, interim, consolidated financial statements and notes are prepared in accordance with GAAP for interim reporting and in accordance with the rules and regulations of the SEC. These unaudited interim financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the results for the interim 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 VIEs with respect to which the Company determined it is the primary beneficiary. Certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements included in the 2021 Annual Report. 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 32 . |
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, revenues 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. |
Revenue Recognition | Revenue Recognition The Company generates revenues from the production and sales of RNG, Power, and associated Environmental Attributes, as well as from the performance of other landfill energy operations and maintenance (“O&M”) services. The Company also manufactures and sells customized pollution control equipment and performs associated maintenance agreement services. Prior to the January 1, 2022 adoption of ASC 842 - Leases as discussed in “Note 3 - Recently Issued and Adopted Accounting Standards,” a portion of the Company’s revenue was accounted for under ASC 840 - Leases and a portion under ASC 606 - Revenue from Contracts with Customers based on requirements of GAAP . Under ASC 840, lease revenue is recognized generally upon delivery of RNG and electricity. Under ASC 606 , |
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 have been reclassified to conform to the current presentation. |
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. |
Revenue Recognition | Revenue Recognition Aria generates revenue from the production and sale of electricity, gas, and their related Environmental 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 Environmental Attributes. Under ASC 606 , revenue is recognized upon the transfer of control of promised goods or services to the customer in an amount that reflects the consideration to which is expected to be entitled in exchange for those goods or serv ices. Based on the terms of the Power Purchase Agreements, the amounts recorded under ASC 840 are generally consistent with revenue recognized under ASC 606. For the six months ended June 30, 2021, approximately 36% of revenue was accounted for under ASC 606 and 64% under ASC 840. The following tables display Aria’s revenue by major source and by operating segment for the three and six months ended June 30, 2021 : (in thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 RNG, including RINs and LCFS credits $ 29,241 $ 55,722 RNG O&M service 367 706 Power, including RECs 10,809 24,626 Power O&M service 1,600 3,430 Other — 24 Total $ 42,017 $ 84,508 Operating segments RNG $ 29,608 $ 56,452 Power 12,409 28,056 Total $ 42,017 $ 84,508 |
Held for Sale | Held for Sale During 2020, Aria enacted a plan to sell LES Project Holdings LLC (“LESPH”), and accordingly, the business was classified as held for sale. 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 and were sent to the lenders of the LESPH debt, and Aria was released from its obligations under the LESPH debt. 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, and Aria recorded an ordinary gain on sale of assets in the amount of $1.3 million during the three and six months ended June 30, 2021. |
Organization and Description _2
Organization and Description of Business (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022, which gives rise to the redeemable noncontrolling interest at Archaea, is as follows: June 30, 2022 September 15, 2021 Equity Holder Class A Opco Units % Interest Class A Opco Units % Interest Archaea 80,717,757 67.4 % 52,847,195 45.9 % Total controlling interests 80,717,757 67.4 % 52,847,195 45.9 % Aria Holders — — % 23,000,000 20.0 % Legacy Archaea Holders 33,350,385 27.8 % 33,350,385 29.0 % Sponsor, Atlas and RAC independent directors 5,710,033 4.8 % 5,931,350 5.2 % Total redeemable noncontrolling interests 39,060,418 32.6 % 62,281,735 54.1 % Total 119,778,175 100.0 % 115,128,930 100.0 % |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregates Revenue by Significant Product Type | The following table disaggregates revenue by significant product type and operating segment for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Revenue by Product Type RNG, including RINs and LCFS credits $ 55,086 $ 821 $ 89,883 $ 821 RNG O&M service (1) 242 — 532 — Power, including RECs 14,893 2,238 31,759 2,238 Power O&M service (1) 953 — 1,851 — Equipment and associated services 2,808 2,068 4,022 3,722 Other (1) 468 — 533 — Total $ 74,450 $ 5,127 $ 128,580 $ 6,781 Revenue by Operating Segment RNG $ 55,328 $ 821 $ 90,415 $ 821 Power 15,846 2,238 33,610 2,238 Corporate and Other 3,276 2,068 4,555 3,722 Total $ 74,450 $ 5,127 $ 128,580 $ 6,781 _____________________________________________ (1) Includes revenues earned from the Company’s joint ventures, see “Note 20 - Related Party Transactions.” |
Schedule of Contract Assets and Liabilities | Contract assets and liabilities consisted of the following as of June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 Contract assets (included in Prepaid expenses and other current assets) $ 168 $ 87 Contract liabilities (included in Accrued and other current liabilities) $ (270) $ (505) |
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 21 years on these firm sales contracts as of June 30, 2022: (in thousands) Remainder of 2022 $ 42,026 2023-2024 262,001 2025-2026 429,996 2027-2028 441,067 2029-2030 434,641 2031-2032 418,453 Thereafter 1,871,603 Total $ 3,899,787 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following as of June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 Machinery and equipment $ 307,808 $ 285,718 Buildings and improvements 17,517 16,039 Furniture and fixtures 2,326 1,176 Construction in progress (1) 151,496 55,039 Land 266 246 Total cost 479,413 358,218 Less accumulated depreciation (19,073) (7,635) Property, plant and equipment, net $ 460,340 $ 350,583 _____________________________________________ (1) Includes both acquired long-lead equipment and projects in progress. |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | The summarized financial information for the Mavrix and SGP equity method investments is as follows: (in thousands) June 30, 2022 December 31, 2021 Assets $ 225,978 $ 203,864 Liabilities 51,873 15,477 Net assets $ 174,105 $ 188,387 Company’s share of equity in net assets $ 87,052 $ 94,194 (in thousands) Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Total revenues $ 26,797 $ 52,025 Net income $ 10,419 $ 18,436 Company’s share of net income $ 5,209 $ 9,218 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following as of June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Biogas rights agreements $ 612,461 $ 22,814 $ 589,647 Electricity off-take agreements 26,511 2,344 24,167 O&M contracts 8,620 460 8,160 RNG purchase contract 10,290 5,291 4,999 Trade names and customer relationships 500 250 250 Total $ 658,382 $ 31,159 $ 627,223 (in thousands) December 31, 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 O&M contracts 8,620 173 8,447 RNG purchase contract 10,290 1,959 8,331 Trade names and customer relationships 500 200 300 Total $ 649,789 $ 11,318 $ 638,471 |
Schedule of Below-Market Contract Liability | The contracts were recorded at fair value and are classified as other long-term liabilities on the Company’s consolidated balance sheets as of June 30, 2022 and December 31, 2021: June 30, 2022 Gross Liability Accumulated Amortization Net Gas off-take agreements $ 146,990 $ 11,780 $ 135,210 December 31, 2021 Gross Liability Accumulated Amortization Net Gas off-take agreements $ 146,990 $ 4,360 $ 142,630 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued and other current liabilities consist of the following as of June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 Accrued expenses $ 30,377 $ 16,638 Accrued capital expenditures 22,760 16,609 Derivative liabilities 55 771 Payroll and related costs 6,875 7,683 Accrued interest 70 738 Contract liabilities 270 505 Other current liabilities 3,200 3,335 Total $ 63,607 $ 46,279 |
Other Current Liabilities | Accrued and other current liabilities consist of the following as of June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 Accrued expenses $ 30,377 $ 16,638 Accrued capital expenditures 22,760 16,609 Derivative liabilities 55 771 Payroll and related costs 6,875 7,683 Accrued interest 70 738 Contract liabilities 270 505 Other current liabilities 3,200 3,335 Total $ 63,607 $ 46,279 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The Company’s outstanding debt consists of the following as of June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 Credit Agreement, as amended - Term Loan $ 400,000 $ 218,625 Credit Agreement, as amended - Revolver 50,000 — Wilmington Trust – 4.47% Term Note 60,828 60,828 Wilmington Trust – 3.75% Term Note 69,667 72,542 580,495 351,995 Less unamortized debt issuance costs (10,027) (9,221) Long-term debt less debt issuance costs 570,468 342,774 Less current maturities, net (21,568) (11,378) Total long-term debt, net $ 548,900 $ 331,396 |
Schedule of Maturities of Long-term Debt | Scheduled future maturities of long-term debt principal amounts are as follows: (in thousands) Remainder of 2022 $ 10,502 2023 26,108 2024 26,371 2025 26,598 2026 and thereafter 490,916 Total $ 580,495 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Lease, Cost | Supplemental information related to the Company’s ROU assets and related operating lease liabilities were as follows: (in thousands) Six Months Ended June 30, 2022 Operating cash outflows for operating leases $ 1,346 Weighted average remaining lease term (in years) 8.9 Weighted average discount rate 5.0 % |
Schedule of Future Lease Payments of Operating Leases | As of June 30, 2022, future lease payments under the Company’s operating leases that have commenced are as follows: (in thousands) Remainder of 2022 $ 602 2023 625 2024 609 2025 589 2026 533 2027 546 Thereafter 2,576 Total future lease payments 6,080 Less portion representing imputed interest (1,205) Total operating lease liabilities $ 4,875 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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: June 30, 2022 December 31, 2021 Stock price $ 15.53 $ 18.28 Exercise price $ 11.50 $ 11.50 Volatility 49.5 % 46.0 % Expected term (years) 4.2 4.7 Risk-free interest rate 3.0 % 1.2 % |
Schedule of Fair Value of Warrant Liabilities | The change in the fair value of the warrant liabilities is recognized in gain (loss) on warrants and derivative contracts in the consolidated statement of operations. The changes in the warrant liabilities for the six months ended June 30, 2022 are as follows: (in thousands) Warrant liabilities as of December 31, 2021 $ 67,290 Change in fair value (13,004) Less fair value of warrants exercised (1,556) Warrant liabilities as of June 30, 2022 $ 52,730 |
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 June 30, 2022 and December 31, 2021: (in thousands) June 30, 2022 December 31, 2021 Prepaid expenses and other current assets Natural gas swap asset $ 245 $ — Interest rate swap asset 1,906 — Other non-current assets Interest rate swap asset 2,814 439 Total derivative assets $ 4,965 $ 439 Accrued and other current liabilities Natural gas swap liability $ 55 $ 44 Interest rate swap liability — 727 Derivative liabilities Natural gas swap liability — 134 Warrant liabilities 52,730 67,290 Total derivative liabilities $ 52,785 $ 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 warrants and derivative instruments for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Gain (loss) on natural gas swap contract $ 116 $ — $ 570 $ — Gain (loss) on interest rate swap contract 963 — 4,606 — Gain (loss) on warrant liabilities 37,016 — 13,004 — Total $ 38,095 $ — $ 18,180 $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 Assets Natural gas swap $ — $ 245 $ — $ 245 Interest rate swap — 4,720 — 4,720 Liabilities Natural gas swap $ — $ 55 $ — $ 55 Warrant liabilities — — 52,730 52,730 (in thousands) Level 1 Level 2 Level 3 Total Fair Value December 31, 2021 Assets Interest rate swap $ — $ 439 $ — $ 439 Liabilities Natural gas swap $ — $ 178 $ — $ 178 Interest rate swap — 727 — 727 Warrant liabilities — — 67,290 67,290 |
Nonredeemable and Redeemable _2
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022: (in shares) Class A Common Stock Class B Common Stock Balance at December 31, 2021 65,122,200 54,338,114 Issued for warrant exercises 100,009 — Exchange of Class B Common Stock for Class A Common Stock 15,277,696 (15,277,696) Issued for vested RSUs 217,852 — Outstanding at June 30, 2022 80,717,757 39,060,418 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Units Activity | The table below summarizes RSU activity for the six months ended June 30, 2022: RSUs Weighted- Average Grant Date Fair Value (per unit) Outstanding at December 31, 2021 851,020 $ 17.23 Granted 707,705 $ 22.22 Vested (1) (316,903) $ 17.23 Forfeited (164,004) $ 18.29 Outstanding at June 30, 2022 1,077,818 $ 20.35 __________________________________________ (1) Vested RSUs include 85,922 units that were not converted into Class A Common Stock due to net share settlements to cover employee withholding taxes. The table below summarizes PSU activity for the six months ended June 30, 2022: PSUs Weighted- Average Grant Date Fair Value (per unit) Outstanding at December 31, 2021 — $ — Granted 364,117 $ 26.75 Forfeited (12,580) $ 26.84 Outstanding at June 30, 2022 351,537 $ 26.75 |
Schedule of Assumptions to Estimate the Fair Value | The fair value of the ATSR market-based performance objective was determined using Monte Carlo simulations with the following weighted-average assumptions: Stock price $ 22.67 Volatility 49.0 % Risk-free interest rate 2.6 % Grant date fair value per target ATSR PSU $ 28.53 |
Net Earnings (Loss) Per Share (
Net Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 three and six months ended June 30, 2022 and 2021. Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share amounts) 2022 2021 2022 2021 Net income (loss) attributable to Class A Common shares - basic $ 21,950 $ — $ 3,523 $ — Less gain in fair value of Private Placement Warrants (37,016) — (13,004) — Net income (loss) attributable to Class A Common shares - diluted $ (15,066) $ — $ (9,481) $ — Weighted average number of Class A Common shares outstanding - basic 80,523 — 73,489 — Effect of dilutive Private Placement Warrants 2,922 — 2,715 — Effect of dilutive equity awards — — — — Weighted average number of Class A Common shares outstanding - diluted 83,445 — 76,204 — Net income (loss) per share of Class A Common Stock Basic $ 0.27 $ — $ 0.05 $ — Diluted $ (0.18) $ — $ (0.12) $ — |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 Three months ended June 30, 2022 Revenue and other income $ 58,781 $ 15,092 $ 3,346 $ 77,219 Intersegment revenue — 1,366 (1,366) — Total revenue and other income 58,781 16,458 1,980 77,219 Equity investment income, net 2,506 187 — 2,693 Net income (loss) 11,050 1,629 19,945 32,624 Interest expense 1,468 — 2,244 3,712 Depreciation, amortization and accretion 10,966 2,573 191 13,730 Income tax expense — — 129 129 EBITDA $ 23,484 $ 4,202 $ 22,509 $ 50,195 Six months ended June 30, 2022 Revenue and other income $ 97,620 $ 31,941 $ 4,555 $ 134,116 Intersegment revenue — 2,777 (2,777) — Total revenue and other income 97,620 34,718 1,778 134,116 Equity investment income, net 3,544 578 — 4,122 Net income (loss) 24,426 3,274 (28,248) (548) Interest expense 1,995 — 4,371 6,366 Depreciation, amortization and accretion 20,073 5,731 415 26,219 Income tax expense — — 129 129 EBITDA $ 46,494 $ 9,005 $ (23,333) $ 32,166 June 30, 2022 Goodwill $ 29,835 $ — $ — $ 29,835 Three months ended June 30, 2021 Revenue and other income $ 822 $ 2,237 $ 2,068 $ 5,127 Intersegment revenue — — — — Total revenue and other income 822 2,237 2,068 5,127 Net income (loss) (476) (1,830) (5,624) (7,930) Interest expense 13 — — 13 Depreciation, amortization and accretion 202 630 54 886 EBITDA $ (261) $ (1,200) $ (5,570) $ (7,031) Six months ended June 30, 2021 Revenue and other income $ 822 $ 2,237 $ 3,722 $ 6,781 Intersegment revenue — — — — Total revenue and other income 822 2,237 3,722 6,781 Net income (loss) (1,566) (1,830) (7,033) (10,429) Interest expense 19 — — 19 Depreciation, amortization and accretion 215 630 90 935 EBITDA $ (1,332) $ (1,200) $ (6,943) $ (9,475) December 31, 2021 Goodwill $ 29,211 $ — $ — $ 29,211 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Predecessor (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Revenue by Major Source | The following tables display Aria’s revenue by major source and by operating segment for the three and six months ended June 30, 2021 : (in thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 RNG, including RINs and LCFS credits $ 29,241 $ 55,722 RNG O&M service 367 706 Power, including RECs 10,809 24,626 Power O&M service 1,600 3,430 Other — 24 Total $ 42,017 $ 84,508 Operating segments RNG $ 29,608 $ 56,452 Power 12,409 28,056 Total $ 42,017 $ 84,508 |
Equity Method Investments - P_2
Equity Method Investments - Predecessor (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 is as follows: (in thousands) June 30, 2022 December 31, 2021 Assets $ 225,978 $ 203,864 Liabilities 51,873 15,477 Net assets $ 174,105 $ 188,387 Company’s share of equity in net assets $ 87,052 $ 94,194 (in thousands) Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Total revenues $ 26,797 $ 52,025 Net income $ 10,419 $ 18,436 Company’s share of net income $ 5,209 $ 9,218 |
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) June 30, 2021 Assets $ 186,521 Liabilities 14,862 Net assets $ 171,659 Aria’s share of equity in net assets $ 85,299 (in thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Revenue $ 29,303 $ 52,902 Net income $ 13,907 $ 25,275 Aria’s share of net income $ 7,469 $ 13,325 |
Derivative Instruments - Pred_2
Derivative Instruments - Predecessor (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
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 warrants and derivative instruments for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Gain (loss) on natural gas swap contract $ 116 $ — $ 570 $ — Gain (loss) on interest rate swap contract 963 — 4,606 — Gain (loss) on warrant liabilities 37,016 — 13,004 — Total $ 38,095 $ — $ 18,180 $ — |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Income Statement Effect of Gains (Losses) Related to Derivative Instruments | (in thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Natural gas swap - unrealized gain (loss) $ 446 $ 556 |
Benefit Plans - Predecessor (Ta
Benefit Plans - Predecessor (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Aria Energy LLC | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Schedule of Net Periodic Benefit Costs Recognized | Net periodic benefit cost recognized in the consolidated statements of comprehensive income was as follows: (in thousands) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Service cost $ 9 $ 19 Interest cost 25 45 Amortization of prior service cost 3 6 Recognition of net actuarial loss 16 40 Net periodic benefit cost $ 53 $ 110 |
Related Party Transactions - _2
Related Party Transactions - Predecessor (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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) Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Sales of construction services $ — $ 24 Sales of operations and maintenance services $ 351 $ 746 Sales of administrative and other services $ 97 $ 195 |
Segment Reporting - Predecess_2
Segment Reporting - Predecessor (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 Three months ended June 30, 2022 Revenue and other income $ 58,781 $ 15,092 $ 3,346 $ 77,219 Intersegment revenue — 1,366 (1,366) — Total revenue and other income 58,781 16,458 1,980 77,219 Equity investment income, net 2,506 187 — 2,693 Net income (loss) 11,050 1,629 19,945 32,624 Interest expense 1,468 — 2,244 3,712 Depreciation, amortization and accretion 10,966 2,573 191 13,730 Income tax expense — — 129 129 EBITDA $ 23,484 $ 4,202 $ 22,509 $ 50,195 Six months ended June 30, 2022 Revenue and other income $ 97,620 $ 31,941 $ 4,555 $ 134,116 Intersegment revenue — 2,777 (2,777) — Total revenue and other income 97,620 34,718 1,778 134,116 Equity investment income, net 3,544 578 — 4,122 Net income (loss) 24,426 3,274 (28,248) (548) Interest expense 1,995 — 4,371 6,366 Depreciation, amortization and accretion 20,073 5,731 415 26,219 Income tax expense — — 129 129 EBITDA $ 46,494 $ 9,005 $ (23,333) $ 32,166 June 30, 2022 Goodwill $ 29,835 $ — $ — $ 29,835 Three months ended June 30, 2021 Revenue and other income $ 822 $ 2,237 $ 2,068 $ 5,127 Intersegment revenue — — — — Total revenue and other income 822 2,237 2,068 5,127 Net income (loss) (476) (1,830) (5,624) (7,930) Interest expense 13 — — 13 Depreciation, amortization and accretion 202 630 54 886 EBITDA $ (261) $ (1,200) $ (5,570) $ (7,031) Six months ended June 30, 2021 Revenue and other income $ 822 $ 2,237 $ 3,722 $ 6,781 Intersegment revenue — — — — Total revenue and other income 822 2,237 3,722 6,781 Net income (loss) (1,566) (1,830) (7,033) (10,429) Interest expense 19 — — 19 Depreciation, amortization and accretion 215 630 90 935 EBITDA $ (1,332) $ (1,200) $ (6,943) $ (9,475) December 31, 2021 Goodwill $ 29,211 $ — $ — $ 29,211 |
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 | (in thousands) RNG Power Corporate and Other Total Three months ended June 30, 2021 Total revenue $ 28,716 $ 12,347 $ — $ 41,063 Net income (loss) 21,823 63,422 (9,195) 76,050 Depreciation, amortization and accretion 2,284 3,325 12 5,621 Interest expense — — 4,355 4,355 EBITDA $ 24,107 $ 66,747 $ (4,828) $ 86,026 Six Months Ended June 30, 2021 Total Revenue $ 54,669 $ 27,931 $ — $ 82,600 Net income (loss) 38,773 64,925 (18,938) 84,760 Depreciation, amortization and accretion 4,559 6,728 27 11,314 Interest expense — — 8,676 8,676 EBITDA $ 43,332 $ 71,653 $ (10,235) $ 104,750 |
Organization and Description _3
Organization and Description of Business - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 facility state landfill | |
Product Information [Line Items] | |
Number of landfills | landfill | 32 |
Number of states | state | 18 |
Number of non-operational facilities | 1 |
Projects that produce pipeline-quality RNG | |
Product Information [Line Items] | |
Number of facilities | 13 |
LFG to electric project | |
Product Information [Line Items] | |
Number of facilities | 19 |
Organization and Description _4
Organization and Description of Business - Schedule of Ownership Structure (Details) - Opco - shares | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 15, 2021 |
Class A Opco Units | |||
Investment owned balance (in shares) | 119,778,175 | 115,128,930 | |
% Interest | |||
Controlling and noncontrolling interest, ownership percentage | 100% | 100% | |
Total controlling interests | |||
Class A Opco Units | |||
Investment owned balance (in shares) | 80,717,757 | 52,847,195 | |
% Interest | |||
Noncontrolling interest, ownership percentage by parent | 67.40% | 54.50% | 45.90% |
Total controlling interests | Archaea | |||
Class A Opco Units | |||
Investment owned balance (in shares) | 80,717,757 | 52,847,195 | |
% Interest | |||
Noncontrolling interest, ownership percentage by parent | 67.40% | 45.90% | |
Total redeemable noncontrolling interests | |||
Class A Opco Units | |||
Investment owned balance (in shares) | 39,060,418 | 62,281,735 | |
% Interest | |||
Noncontrolling interest, ownership percentage | 32.60% | 45.50% | 54.10% |
Total redeemable noncontrolling interests | Aria Holders | |||
Class A Opco Units | |||
Investment owned balance (in shares) | 0 | 23,000,000 | |
% Interest | |||
Noncontrolling interest, ownership percentage | 0% | 20% | |
Total redeemable 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 | 27.80% | 29% | |
Total redeemable noncontrolling interests | Sponsor, Atlas and RAC independent directors | |||
Class A Opco Units | |||
Investment owned balance (in shares) | 5,710,033 | 5,931,350 | |
% Interest | |||
Noncontrolling interest, ownership percentage | 4.80% | 5.20% |
Recently Issued and Adopted A_2
Recently Issued and Adopted Accounting Standards (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 4,654 | $ 0 | |
Lease liabilities | $ 4,875 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 5,100 | ||
Lease liabilities | $ 5,100 |
Business Combinations and Rev_2
Business Combinations and Reverse Recapitalization (Details) $ in Millions | 6 Months Ended | ||
Jul. 05, 2022 USD ($) | May 05, 2022 project | Jun. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |||
Number of developing projects | project | 39 | ||
Aria Energy LLC | |||
Business Acquisition [Line Items] | |||
Consideration adjustment | $ (1.9) | ||
Other purchase price adjustment | $ 2.5 | ||
Subsequent Event | |||
Business Acquisition [Line Items] | |||
Capital funding amount | $ 222.5 | ||
Subsequent Event | Lightning Joint Venture | |||
Business Acquisition [Line Items] | |||
Payments to acquire assets | $ 37.9 | ||
Lightning Joint Venture | |||
Business Acquisition [Line Items] | |||
Number of developing projects | project | 40 | ||
Lightning Joint Venture | Subsequent Event | |||
Business Acquisition [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 60% |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue by Product Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue from External Customer [Line Items] | ||||
Revenue | $ 74,450 | $ 5,127 | $ 128,580 | $ 6,781 |
RNG | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 55,328 | 821 | 90,415 | 821 |
Power | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 15,846 | 2,238 | 33,610 | 2,238 |
Corporate and Other | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 3,276 | 2,068 | 4,555 | 3,722 |
RNG, including RINs and LCFS credits | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 55,086 | 821 | 89,883 | 821 |
RNG O&M service | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 242 | 0 | 532 | 0 |
Power, including RECs | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 14,893 | 2,238 | 31,759 | 2,238 |
Power O&M service | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 953 | 0 | 1,851 | 0 |
Equipment and associated services | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 2,808 | 2,068 | 4,022 | 3,722 |
Other | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | $ 468 | $ 0 | $ 533 | $ 0 |
Revenues - Contract Assets and
Revenues - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets (included in Prepaid expenses and other current assets) | $ 168 | $ 87 |
Contract liabilities (included in Accrued and other current liabilities) | $ (270) | $ (505) |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Capitalized contract cost | $ 2.5 |
Revenues -Revenue Expected to b
Revenues -Revenue Expected to be Recognized on Remaining Performance Obligations (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 3,899,787 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 42,026 |
Remaining performance obligation term | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 262,001 |
Remaining performance obligation term | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 429,996 |
Remaining performance obligation term | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 441,067 |
Remaining performance obligation term | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 434,641 |
Remaining performance obligation term | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2031-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 418,453 |
Remaining performance obligation term | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2033-01-01 | |
Revenue from External Customer [Line Items] | |
Remaining performance obligation | $ 1,871,603 |
Remaining performance obligation term |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 479,413 | $ 358,218 |
Less accumulated depreciation | (19,073) | (7,635) |
Property, plant and equipment, net | 460,340 | 350,583 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 307,808 | 285,718 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 17,517 | 16,039 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 2,326 | 1,176 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 151,496 | 55,039 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 266 | $ 246 |
Equity Method Investments - Nar
Equity Method Investments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Dec. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | $ 263,336 | $ 263,336 | $ 263,336 | $ 262,738 | ||
Mavrix | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Membership percentage | 50% | |||||
Earn-out payment | 8,300 | |||||
Carrying value basis difference | $ 154,500 | 154,500 | 154,500 | |||
Amortization of basis difference | $ 2,600 | $ 5,100 | ||||
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% | 50% | 50% | |||
Saturn | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Contributions to equity method investments | $ 7,500 | $ 8,000 | ||||
Carrying value of joint venture | $ 15,500 | $ 15,500 | 15,500 | |||
Saturn | Saturn | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Interest in joint ventures | 50% | |||||
Smaller Investments | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | $ 7,100 | $ 7,100 | $ 7,100 | $ 7,100 |
Equity Method Investments - Bal
Equity Method Investments - Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Assets | $ 1,712,523 | $ 1,451,189 |
Liabilities | 872,582 | 620,196 |
Mavrix and Sunshine Gas Producers | ||
Schedule of Equity Method Investments [Line Items] | ||
Assets | 225,978 | 203,864 |
Liabilities | 51,873 | 15,477 |
Net assets | 174,105 | 188,387 |
Company’s share of equity in net assets | $ 87,052 | $ 94,194 |
Equity Method Investments - Inc
Equity Method Investments - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | $ 77,219 | $ 5,127 | $ 134,116 | $ 6,781 |
Mavrix and Sunshine Gas Producers | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | 26,797 | 52,025 | ||
Net income | 10,419 | 18,436 | ||
Company’s share of net income | $ 5,209 | $ 9,218 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 29,835 | $ 29,835 | $ 29,211 | ||
Goodwill impairment | 0 | ||||
Amortization expense | 8,300 | $ 25 | 16,500 | $ 50 | |
Amortization of intangibles and below-market contracts | 3,700 | 7,400 | |||
RNG purchase contract | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 1,700 | $ 3,300 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 658,382 | $ 649,789 |
Accumulated Amortization | 31,159 | 11,318 |
Net | 627,223 | 638,471 |
Biogas rights agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 612,461 | 603,868 |
Accumulated Amortization | 22,814 | 8,237 |
Net | 589,647 | 595,631 |
Electricity off-take agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,511 | 26,511 |
Accumulated Amortization | 2,344 | 749 |
Net | 24,167 | 25,762 |
O&M contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,620 | 8,620 |
Accumulated Amortization | 460 | 173 |
Net | 8,160 | 8,447 |
RNG purchase contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 10,290 | 10,290 |
Accumulated Amortization | 5,291 | 1,959 |
Net | 4,999 | 8,331 |
Trade names and customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 500 | 500 |
Accumulated Amortization | 250 | 200 |
Net | $ 250 | $ 300 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Below-Market Contracts (Details) - Below-Market Contract - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Liability | $ 146,990 | $ 146,990 |
Accumulated Amortization | 11,780 | 4,360 |
Net | $ 135,210 | $ 142,630 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 30,377 | $ 16,638 |
Accrued capital expenditures | 22,760 | 16,609 |
Derivative liabilities | 55 | 771 |
Payroll and related costs | 6,875 | 7,683 |
Accrued interest | 70 | 738 |
Contract liabilities | 270 | 505 |
Other current liabilities | 3,200 | 3,335 |
Total | $ 63,607 | $ 46,279 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt outstanding | $ 580,495,000 | $ 351,995,000 |
Estimated fair value of outstanding debt | 523,000,000 | 353,100,000 |
Amended Facilities | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 1,100,000,000 | |
Increase in credit facility | 630,000,000 | |
Line of credit | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt outstanding | 50,000,000 | 0 |
Line of credit | Credit Agreement | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | 250,000,000 | |
Long-term debt outstanding | $ 50,000,000 | |
Debt instrument, interest rate | 4.39% | |
Issued letters of credit | $ 23,800,000 | |
Borrowing capacity | $ 626,200,000 | |
Line of credit | Credit Agreement | Revolving credit facility | SOFR | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable interest rate | 2.75% | |
Line of credit | Amended Facilities | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 700,000,000 | |
Secured debt | ||
Debt Instrument [Line Items] | ||
Long-term debt outstanding | 400,000,000 | $ 218,625,000 |
Secured debt | Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt instrument, principal amount | 220,000,000 | |
Long-term debt outstanding | $ 400,000,000 | |
Debt instrument, interest rate | 4.89% | |
Secured debt | Credit Agreement | SOFR | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable interest rate | 3.25% | |
Secured debt | Amended Facilities | ||
Debt Instrument [Line Items] | ||
Debt instrument, principal amount | $ 400,000,000 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 580,495 | $ 351,995 |
Less unamortized debt issuance costs | (10,027) | (9,221) |
Long-term debt less debt issuance costs | 570,468 | 342,774 |
Less current maturities, net | (21,568) | (11,378) |
Total long-term debt, net | 548,900 | 331,396 |
Secured debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 400,000 | 218,625 |
Line of credit | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 50,000 | 0 |
Senior secured notes | Wilmington Trust – 4.47% Term Note | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 4.47% | |
Long-term debt, gross | $ 60,828 | 60,828 |
Senior secured notes | Wilmington Trust – 3.75% Term Note | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 3.75% | |
Long-term debt, gross | $ 69,667 | $ 72,542 |
Debt - Schedule of Future Matur
Debt - Schedule of Future Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Remainder of 2022 | $ 10,502 | |
2023 | 26,108 | |
2024 | 26,371 | |
2025 | 26,598 | |
2026 and thereafter | 490,916 | |
Total | $ 580,495 | $ 351,995 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Total lease costs | $ 800 | $ 1,600 | ||
Operating lease expense | 300 | 700 | ||
Short-term operating lease expense | 400 | 900 | ||
Rent expense | $ 300 | $ 400 | ||
Lease commitment, not yet commenced | 8,300 | 8,300 | ||
Gulf Coast Environmental Systems, LLC ("GCES") | Affiliated Entity | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | $ 0 | $ 70 | ||
Rent expense | $ 53 | $ 105 | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 1 year | 1 year | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 11 years | 11 years |
Leases - ROU Assets and Operati
Leases - ROU Assets and Operating Lease Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Leases [Abstract] | |
Operating cash outflows for operating leases | $ 1,346 |
Weighted average remaining lease term (in years) | 8 years 10 months 24 days |
Weighted average discount rate | 5% |
Leases - Future Lease Payments
Leases - Future Lease Payments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 602 |
2023 | 625 |
2024 | 609 |
2025 | 589 |
2026 | 533 |
2027 | 546 |
Thereafter | 2,576 |
Total future lease payments | 6,080 |
Less portion representing imputed interest | (1,205) |
Total operating lease liabilities | $ 4,875 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) MMBTU $ / shares shares | Dec. 31, 2024 USD ($) | Dec. 31, 2021 | |
Natural Gas Swap | ||||
Class of Warrant or Right [Line Items] | ||||
Notional quantity, natural gas variable to fixed price swap agreement (energy) | MMBTU | 219,000 | |||
Interest rate swap | ||||
Class of Warrant or Right [Line Items] | ||||
Derivative, fixed interest rate (in percentage) | 1.094% | |||
Interest rate swap notional | $ | $ 107.9 | $ 107.9 | ||
Interest rate swap | Forecast | ||||
Class of Warrant or Right [Line Items] | ||||
Interest rate swap notional | $ | $ 94.9 | |||
Class A Units | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion of warrants to common stock (in shares) | 100,009 | 100,009 | ||
Private Placement | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants exercised on cashless basis (in shares) | 234,399 | 234,399 | ||
Warrant exercise price (in usd per share) | $ / shares | $ 11.50 | $ 11.50 | ||
Warrants outstanding (in shares) | 6,536,601 | 6,536,601 | ||
Private Placement | Class A Units | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion of warrants to common stock (in shares) | 1 |
Derivative Instruments - Estima
Derivative Instruments - Estimated Fair Value (Details) - Private Placement | Jun. 30, 2022 yr $ / shares | Dec. 31, 2021 yr $ / shares |
Stock price | ||
Class of Warrant or Right [Line Items] | ||
Private Placement Warrants Measurement Inputs | 15.53 | 18.28 |
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 | 0.495 | 0.460 |
Expected term (years) | ||
Class of Warrant or Right [Line Items] | ||
Private Placement Warrants Measurement Inputs | yr | 4.2 | 4.7 |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Private Placement Warrants Measurement Inputs | 0.030 | 0.012 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value of Warrant Liabilities (Details) - Public And Private Placement Warrants $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Warrant liabilities | $ 67,290 |
Change in fair value | (13,004) |
Less fair value of warrants exercised | (1,556) |
Warrant liabilities | $ 52,730 |
Derivative Instruments - Balanc
Derivative Instruments - Balance Sheet Classification of Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Total derivative assets | $ 4,965 | $ 439 |
Accrued and other current liabilities | 55 | 771 |
Derivative liabilities | 52,730 | 67,424 |
Total derivative liabilities | 52,785 | 68,195 |
Natural Gas Swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Prepaid expenses and other current assets | 245 | 0 |
Accrued and other current liabilities | 55 | 44 |
Derivative liabilities | 0 | 134 |
Interest rate swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Prepaid expenses and other current assets | 1,906 | 0 |
Other non-current assets | 2,814 | 439 |
Accrued and other current liabilities | 0 | 727 |
Warrant | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative liabilities | $ 52,730 | $ 67,290 |
Derivative Instruments - Income
Derivative Instruments - Income Statement Effect of Gains and Losses Related to Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on warrants and derivative contracts | $ 38,095 | $ 0 | $ 18,180 | $ 0 |
Natural Gas Swap | Gain (loss) on natural gas swap contract | Swap Contract | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on warrants and derivative contracts | 116 | 0 | 570 | 0 |
Interest rate swap | Gain (loss) on interest rate swap contract | Swap Contract | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on warrants and derivative contracts | 963 | 0 | 4,606 | 0 |
Warrant Liability | Gain (loss) on warrant liabilities | Warrant | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on warrants and derivative contracts | $ 37,016 | $ 0 | $ 13,004 | $ 0 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative assets | $ 4,965 | $ 439 |
Total derivative liabilities | 52,785 | 68,195 |
Fair Value, Recurring | Natural gas swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative assets | 245 | |
Total derivative liabilities | 55 | 178 |
Fair Value, Recurring | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative assets | 4,720 | 439 |
Total derivative liabilities | 727 | |
Fair Value, Recurring | Warrant liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total derivative liabilities | 52,730 | 67,290 |
Level 1 | Fair Value, Recurring | Natural gas swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Before Netting | 0 | |
Total Fair Value, Liability | 0 | 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 | 0 |
Total Fair Value, Liability | 0 | |
Level 1 | Fair Value, Recurring | Warrant liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value, Liability | 0 | 0 |
Level 2 | Fair Value, Recurring | Natural gas swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Before Netting | 245 | |
Total Fair Value, Liability | 55 | 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 | 4,720 | 439 |
Total Fair Value, Liability | 727 | |
Level 2 | Fair Value, Recurring | Warrant liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value, Liability | 0 | 0 |
Level 3 | Fair Value, Recurring | Natural gas swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Before Netting | 0 | |
Total Fair Value, Liability | 0 | 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 | 0 |
Total Fair Value, Liability | 0 | |
Level 3 | Fair Value, Recurring | Warrant liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value, Liability | $ 52,730 | $ 67,290 |
Nonredeemable and Redeemable _3
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity - Narrative (Details) - shares | 1 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 15, 2021 | |
Class A Units | ||||
Class of Stock [Line Items] | ||||
Number of shares sold (in shares) | 14,942,643 | |||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | 15,277,696 | |||
Class A Units | Conversion of Class B to Class A | ||||
Class of Stock [Line Items] | ||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | 14,942,643 | |||
Class B Units | ||||
Class of Stock [Line Items] | ||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | (15,277,696) | |||
Class B Units | Conversion of Class B to Class A | ||||
Class of Stock [Line Items] | ||||
Exchange of Class B Common Stock for Class A Common Stock (in shares) | (14,942,643) | |||
Opco | Total controlling interests | ||||
Class of Stock [Line Items] | ||||
Noncontrolling interest, ownership percentage by parent | 67.40% | 54.50% | 45.90% | |
Opco | Nonredeemable Noncontrolling Interests | ||||
Class of Stock [Line Items] | ||||
Ownership percentage by noncontrolling owners | 32.60% | 45.50% | 54.10% |
Nonredeemable and Redeemable _4
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity - Common Stock Issued and Repurchased (Details) | 6 Months Ended |
Jun. 30, 2022 shares | |
Class A Units | |
Common Stock Issued And Repurchased [Roll Forward] | |
Beginning balance (in shares) | 65,122,200 |
Exchange of Class B Common Stock for Class A Common Stock (in shares) | 15,277,696 |
Issued for vested RSUs (in shares) | 217,852 |
Ending balance (in shares) | 80,717,757 |
Class B Units | |
Common Stock Issued And Repurchased [Roll Forward] | |
Beginning balance (in shares) | 54,338,114 |
Issued for warrant exercises (in shares) | 0 |
Exchange of Class B Common Stock for Class A Common Stock (in shares) | (15,277,696) |
Issued for vested RSUs (in shares) | 0 |
Ending balance (in shares) | 39,060,418 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | May 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Omnibus Incentive Plan (the "Plan") | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized (in shares) | 11,300,000 | 11,300,000 | 11,300,000 | |||||
Shares available for future issuance (in shares) | 9,600,000 | 9,600,000 | 9,600,000 | |||||
RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs granted (in shares) | 41,028 | 666,677 | 707,705 | |||||
Vesting period | 3 years | |||||||
Number of unvested awards (in shares) | 158,583 | |||||||
Incremental share-based compensation expense | $ 2.9 | |||||||
Share-based compensation expense | $ 2.4 | $ 0 | $ 8.2 | $ 0 | ||||
Unrecognized compensation expense | $ 19.1 | 19.1 | 0 | $ 19.1 | 0 | |||
Weighted average expected period of recognition | 1 year 7 months 6 days | |||||||
RSUs | Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 1 year | |||||||
PSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs granted (in shares) | 364,117 | 364,117 | ||||||
Vesting period | 3 years | |||||||
Share-based compensation expense | 0.8 | $ 0.8 | ||||||
Unrecognized compensation expense | $ 8.6 | $ 8.6 | $ 8.6 | |||||
Weighted average expected period of recognition | 2 years 8 months 12 days | |||||||
Performance period | 3 years | |||||||
PSUs | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting, percentage | 0% | |||||||
PSUs | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting, percentage | 200% | |||||||
PSUs | Average Cash Return On Investment | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance payout rate | 100% | 100% | 100% | |||||
Series A unit awards | Series A Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 0.1 | $ 0.2 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of RSU Activity (Details) - $ / shares | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended |
Jan. 31, 2022 | May 31, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | |
RSUs | ||||
Restricted Stock Units [Roll Forward] | ||||
Nonvested beginning balance (in shares) | 851,020 | 851,020 | ||
Granted (in shares) | 41,028 | 666,677 | 707,705 | |
Vested (in shares) | (316,903) | |||
Forfeited (in shares) | (164,004) | |||
Nonvested ending balance (in shares) | 1,077,818 | 1,077,818 | ||
Weighted Average Grant Date Fair Value [Roll Forward] | ||||
Nonvested beginning balance (in USD per share) | $ 17.23 | $ 17.23 | ||
Granted (in USD per share) | 22.22 | |||
Vested (in USD per share) | 17.23 | |||
Forfeited (in USD per share) | 18.29 | |||
Nonvested ending balance (in USD per share) | $ 20.35 | $ 20.35 | ||
RSUs | Class A Units | ||||
Weighted Average Grant Date Fair Value [Roll Forward] | ||||
Shares vested but not converted into Class A Common Stock (in shares) | 85,922 | |||
PSUs | ||||
Restricted Stock Units [Roll Forward] | ||||
Nonvested beginning balance (in shares) | 0 | 0 | ||
Granted (in shares) | 364,117 | 364,117 | ||
Forfeited (in shares) | (12,580) | |||
Nonvested ending balance (in shares) | 351,537 | 351,537 | ||
Weighted Average Grant Date Fair Value [Roll Forward] | ||||
Nonvested beginning balance (in USD per share) | $ 0 | $ 0 | ||
Granted (in USD per share) | 26.75 | |||
Forfeited (in USD per share) | 26.84 | |||
Nonvested ending balance (in USD per share) | $ 26.75 | $ 26.75 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Valuation Assumptions (Details) - PSUs - $ / shares | 2 Months Ended | |
May 31, 2022 | Apr. 04, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock price (in usd per share) | $ 22.67 | |
Volatility | 49% | |
Risk-free interest rate | 2.60% | |
Grant date fair value per target ATSR PSU | $ 28.53 |
Provision for Income Tax - Narr
Provision for Income Tax - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 15, 2021 | |
Income Tax Examination [Line Items] | ||||||
Income tax expense | $ 129 | $ 0 | $ 129 | $ 0 | ||
Effective income tax rate | 0% | 0% | (23.60%) | 0% | ||
Opco | Total controlling interests | ||||||
Income Tax Examination [Line Items] | ||||||
Noncontrolling interest, ownership percentage by parent | 67.40% | 67.40% | 54.50% | 45.90% | ||
Opco | Total controlling interests | Archaea | ||||||
Income Tax Examination [Line Items] | ||||||
Noncontrolling interest, ownership percentage by parent | 67.40% | 67.40% | 45.90% |
Net Earnings (Loss) Per Share -
Net Earnings (Loss) Per Share - Reconciliation between Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Net income (loss) attributable to Class A Common shares - basic | $ 21,950 | $ 3,523 | ||||||
Class A Common Stock, Average number of shares outstanding - basic (in shares) | [1] | 0 | 73,488,555 | 0 | ||||
Effect of dilutive equity awards (in shares) | 0 | 0 | 0 | 0 | ||||
Class A Common Stock, Average number of shares outstanding - diluted (in shares) | [1] | 83,445,455 | 0 | 76,203,753 | 0 | |||
Net income (loss) per share of Class A Common Stock | ||||||||
Basic (in usd per share) | [1] | $ 0.27 | $ 0 | $ 0.05 | $ 0 | |||
Diluted (in usd per share) | $ (0.18) | $ 0 | [1] | $ (0.12) | $ 0 | [1] | ||
Private Placement Warrants | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Less gain in fair value of Private Placement Warrants | $ (37,016) | $ 0 | $ (13,004) | $ 0 | ||||
Effect of dilutive Private Placement Warrants (in shares) | 2,922,000 | 0 | 2,715,000 | 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 shares - basic | $ 21,950 | $ 0 | $ 3,523 | $ 0 | ||||
Net income (loss) attributable to Class A Common shares - diluted | $ (15,066) | $ 0 | $ (9,481) | $ 0 | ||||
Class A Common Stock, Average number of shares outstanding - basic (in shares) | 80,522,737 | [1] | 0 | 73,489,000 | 0 | |||
Class A Common Stock, Average number of shares outstanding - diluted (in shares) | 83,445,000 | 0 | 76,204,000 | 0 | ||||
[1]Class A Common Stock is outstanding beginning September 15, 2021 due to the reverse recapitalization transaction as described in “Note 4 - Business Combinations and Reverse Recapitalization.” |
Net Earnings (Loss) Per Share_2
Net Earnings (Loss) Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Restricted Stock Units (RSUs) And Performance Stock Units (PSUs) | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Common stock, excluded due to anti-dilutive effect (in shares) | 1,403,593 | 1,113,242 |
Segment Information - Narrative
Segment Information - Narrative (Details) - segment | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting [Abstract] | ||||
Reporting segment | 2 | 2 | 2 | 2 |
Segment Information - Financial
Segment Information - Financial Information For Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 77,219 | $ 5,127 | $ 134,116 | $ 6,781 | |
Equity Investment Income, Net | 2,693 | 0 | 4,122 | 0 | |
Net income (loss) | 32,624 | (7,930) | (548) | (10,429) | |
Interest expense | 3,712 | 13 | 6,366 | 19 | |
Depreciation, amortization and accretion expense | 13,730 | 886 | 26,219 | 935 | |
Income tax expense | 129 | 0 | 129 | 0 | |
EBITDA | 50,195 | (7,031) | 32,166 | (9,475) | |
Goodwill | 29,835 | 29,835 | $ 29,211 | ||
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 77,219 | 5,127 | 134,116 | 6,781 | |
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 0 | 0 | 0 | 0 | |
RNG | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 58,781 | 822 | 97,620 | 822 | |
Equity Investment Income, Net | 2,506 | 3,544 | |||
Net income (loss) | 11,050 | (476) | 24,426 | (1,566) | |
Interest expense | 1,468 | 13 | 1,995 | 19 | |
Depreciation, amortization and accretion expense | 10,966 | 202 | 20,073 | 215 | |
Income tax expense | 0 | 0 | |||
EBITDA | 23,484 | (261) | 46,494 | (1,332) | |
Goodwill | 29,835 | 29,835 | 29,211 | ||
RNG | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 58,781 | 822 | 97,620 | 822 | |
RNG | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Power | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 16,458 | 2,237 | 34,718 | 2,237 | |
Equity Investment Income, Net | 187 | 578 | |||
Net income (loss) | 1,629 | (1,830) | 3,274 | (1,830) | |
Interest expense | 0 | 0 | 0 | 0 | |
Depreciation, amortization and accretion expense | 2,573 | 630 | 5,731 | 630 | |
Income tax expense | 0 | 0 | |||
EBITDA | 4,202 | (1,200) | 9,005 | (1,200) | |
Goodwill | 0 | 0 | 0 | ||
Power | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 15,092 | 2,237 | 31,941 | 2,237 | |
Power | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 1,366 | 0 | 2,777 | 0 | |
Corporate and Other | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 1,980 | 2,068 | 1,778 | 3,722 | |
Equity Investment Income, Net | 0 | 0 | |||
Net income (loss) | 19,945 | (5,624) | (28,248) | (7,033) | |
Interest expense | 2,244 | 0 | 4,371 | 0 | |
Depreciation, amortization and accretion expense | 191 | 54 | 415 | 90 | |
Income tax expense | 129 | 129 | |||
EBITDA | 22,509 | (5,570) | (23,333) | (6,943) | |
Goodwill | 0 | 0 | $ 0 | ||
Corporate and Other | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 3,346 | 2,068 | 4,555 | 3,722 | |
Corporate and Other | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | $ (1,366) | $ 0 | $ (2,777) | $ 0 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||
Payables to related party | $ 6.1 | $ 6.1 |
Revenue and other income | 0.7 | 1 |
Certain Joint Ventures | ||
Related Party Transaction [Line Items] | ||
Receivable from related party | $ 0.5 | 0.5 |
Affiliated Entity | RNG Plant Construction Contract | ||
Related Party Transaction [Line Items] | ||
Contract price | 19.9 | |
Related-party reimbursement | $ 4.6 | |
Lutum Technologies LLC | ||
Related Party Transaction [Line Items] | ||
Ownership interest | 20% | 20% |
Amount paid | $ 0.7 | $ 0.7 |
Subsequent Events (Details)
Subsequent Events (Details) - NextGen Power Holdings LLC $ in Millions | 3 Months Ended | 6 Months Ended | |
Jul. 15, 2022 USD ($) landfillGas | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Subsequent Event [Line Items] | |||
Acquisition related costs | $ 1.6 | $ 2.3 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Consideration transferred | $ 230.5 | ||
Percentage of voting interests acquired | 100% | ||
Number of facilities owned | landfillGas | 14 |
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% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Predecessor - Narrative (Details) - Aria Energy LLC - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 10, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Percent of revenue, ASC 606 | 36% | ||
Percent of revenue, ASC 840 | 64% | ||
Proceeds from sale of assets held for sale | $ 58,500 | ||
Gain on extinguishment of debt | $ 61,400 | $ 61,411 | $ 61,411 |
Gain on sale of assets | 1,300 | 1,300 | |
LESPH | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Net gain (loss) from sale of LESPH | $ 69,000 | $ 67,100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Predecessor - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue from External Customer [Line Items] | ||||
Revenue | $ 74,450 | $ 5,127 | $ 128,580 | $ 6,781 |
Aria Energy LLC | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 42,017 | 84,508 | ||
Aria Energy LLC | RNG | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 29,608 | 56,452 | ||
Aria Energy LLC | Power | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 12,409 | 28,056 | ||
RNG, including RINs and LCFS credits | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 55,086 | 821 | 89,883 | 821 |
RNG, including RINs and LCFS credits | Aria Energy LLC | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 29,241 | 55,722 | ||
RNG O&M service | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 242 | 0 | 532 | 0 |
RNG O&M service | Aria Energy LLC | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 367 | 706 | ||
Power, including RECs | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 14,893 | 2,238 | 31,759 | 2,238 |
Power, including RECs | Aria Energy LLC | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 10,809 | 24,626 | ||
Power O&M service | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 953 | 0 | 1,851 | 0 |
Power O&M service | Aria Energy LLC | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 1,600 | 3,430 | ||
Other | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | $ 468 | 0 | $ 533 | 0 |
Other | Aria Energy LLC | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | $ 0 | $ 24 |
Equity Method Investments - P_3
Equity Method Investments - Predecessor - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2017 |
Mavrix | |||
Schedule of Equity Method Investments [Line Items] | |||
Membership percentage | 50% | ||
Aria Energy LLC | Mavrix | |||
Schedule of Equity Method Investments [Line Items] | |||
Membership percentage | 50% | ||
Earn-out payment obligation | $ 1,700 | $ 9,550 | |
Two Joint Ventures | Aria Energy LLC | Mavrix and Sunshine Gas Producers | |||
Schedule of Equity Method Investments [Line Items] | |||
Interest in joint ventures | 50% | ||
Four Joint Ventures | Aria Energy LLC | Riverview Energy Systems, Adrian Energy Systems, Salem Energy Systems and Salt Lake Energy Systems | |||
Schedule of Equity Method Investments [Line Items] | |||
Interest in joint ventures | 50% |
Equity Method Investments - P_4
Equity Method Investments - Predecessor - Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Schedule of Equity Method Investments [Line Items] | |||
Assets | $ 1,712,523 | $ 1,451,189 | |
Liabilities | 872,582 | 620,196 | |
Mavrix and Sunshine Gas Producers | |||
Schedule of Equity Method Investments [Line Items] | |||
Assets | 225,978 | 203,864 | |
Liabilities | 51,873 | 15,477 | |
Net assets | 174,105 | 188,387 | |
Company’s share of equity in net assets | $ 87,052 | $ 94,194 | |
Mavrix and Sunshine Gas Producers | Aria Energy LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Assets | $ 186,521 | ||
Liabilities | 14,862 | ||
Net assets | 171,659 | ||
Company’s share of equity in net assets | $ 85,299 |
Equity Method Investments - P_5
Equity Method Investments - Predecessor - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | $ 77,219 | $ 5,127 | $ 134,116 | $ 6,781 |
Aria Energy LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | 41,063 | 82,600 | ||
Aria’s share of net income | 76,050 | 84,760 | ||
Mavrix and Sunshine Gas Producers | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | 26,797 | 52,025 | ||
Net income | 10,419 | 18,436 | ||
Aria’s share of net income | $ 5,209 | $ 9,218 | ||
Mavrix and Sunshine Gas Producers | Aria Energy LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | 29,303 | 52,902 | ||
Net income | 13,907 | 25,275 | ||
Aria’s share of net income | $ 7,469 | $ 13,325 |
Derivative Instruments - Pred_3
Derivative Instruments - Predecessor - Narrative (Details) - Aria Energy LLC - Interest Rate Cap - USD ($) | Jun. 30, 2021 | Apr. 30, 2020 | Apr. 06, 2020 |
Class of Warrant or Right [Line Items] | |||
Derivative, notional amount | $ 110,000,000 | ||
Derivative, fixed interest rate (in percentage) | 1% | ||
Debt instrument market value | $ 0 |
Derivative Instruments - Pred_4
Derivative Instruments - Predecessor - Schedule of Unrealized Gain (Loss) of Natural Gas Swaps (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Aria Energy LLC | Natural Gas Swap | ||
Derivative [Line Items] | ||
Unrealized gain (loss) | $ 446 | $ 556 |
Benefit Plans - Predecessor - 4
Benefit Plans - Predecessor - 401 (k) Plans (Details) - Aria Energy LLC | 6 Months Ended |
Jun. 30, 2021 | |
Pension Plan, First Contribution | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer matching contribution | 100% |
Employer matching contribution, percent of employees eligible compensation | 3% |
Pension Plan, Next Contribution | |
Defined Contribution Plan Disclosure [Line Items] | |
Employer matching contribution | 50% |
Employer matching contribution, percent of employees eligible compensation | 2% |
Benefit Plans - Predecessor - D
Benefit Plans - Predecessor - Defined Benefit Healthcare (Details) - Aria Energy LLC - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Service cost | $ 9 | $ 19 |
Interest cost | 25 | 45 |
Amortization of prior service cost | 3 | 6 |
Recognition of net actuarial loss | 16 | 40 |
Net periodic benefit cost | $ 53 | $ 110 |
Related Party Transactions - _3
Related Party Transactions - Predecessor - Narrative (Details) | Jun. 30, 2021 |
Two Joint Ventures | Mavrix and Sunshine Gas Producers | Aria Energy LLC | |
Related Party Transaction [Line Items] | |
Noncontrolling interest, ownership percentage by parent | 50% |
Related Party Transactions - _4
Related Party Transactions - Predecessor - Aria Related Party Transactions (Details) - Aria Energy LLC - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||
Sales of construction services | $ 0 | $ 24 |
Sales of operations and maintenance services | 351 | 746 |
Sales of administrative and other services | $ 97 | $ 195 |
Segment Reporting - Predecess_3
Segment Reporting - Predecessor - Aria Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 77,219 | $ 5,127 | $ 134,116 | $ 6,781 |
Depreciation, amortization and accretion | 13,730 | 886 | 26,219 | 935 |
EBITDA | 50,195 | (7,031) | 32,166 | (9,475) |
Aria Energy LLC | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 41,063 | 82,600 | ||
Aria’s share of net income | 76,050 | 84,760 | ||
Depreciation, amortization and accretion | 5,621 | 11,314 | ||
Interest expense | 4,355 | 8,676 | ||
EBITDA | 86,026 | 104,750 | ||
RNG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 58,781 | 822 | 97,620 | 822 |
EBITDA | 23,484 | (261) | 46,494 | (1,332) |
RNG | Aria Energy LLC | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 28,716 | 54,669 | ||
Aria’s share of net income | 21,823 | 38,773 | ||
Depreciation, amortization and accretion | 2,284 | 4,559 | ||
Interest expense | 0 | 0 | ||
EBITDA | 24,107 | 43,332 | ||
Power | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 16,458 | 2,237 | 34,718 | 2,237 |
EBITDA | 4,202 | (1,200) | 9,005 | (1,200) |
Power | Aria Energy LLC | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 12,347 | 27,931 | ||
Aria’s share of net income | 63,422 | 64,925 | ||
Depreciation, amortization and accretion | 3,325 | 6,728 | ||
Interest expense | 0 | 0 | ||
EBITDA | 66,747 | 71,653 | ||
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 1,980 | 2,068 | 1,778 | 3,722 |
EBITDA | $ 22,509 | (5,570) | $ (23,333) | (6,943) |
Corporate and Other | Aria Energy LLC | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | ||
Aria’s share of net income | (9,195) | (18,938) | ||
Depreciation, amortization and accretion | 12 | 27 | ||
Interest expense | 4,355 | 8,676 | ||
EBITDA | $ (4,828) | $ (10,235) |