Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | ARCHAEA ENERGY INC. |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No. 1 to Form S-1 (this “Amendment”) is being filed by Archaea Energy Inc. (“Archaea” or the “registrant”) pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”), to amend and restate the Registration Statement on Form S-1 (Registration Statement No. 333-260094) (the “Existing Registration Statement”), which was declared effective on October 21, 2021. This Amendment, among other things, updates the Existing Registration Statement to (i) include certain information contained in the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”), which was filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2022, Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, which was filed with the SEC on May 13, 2022, Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, which was filed with the SEC on August 15, 2022, and definitive proxy statement for its 2022 annual meeting of stockholders, which was filed with the SEC on April 5, 2022, and (ii) remove certain references to the Public Warrants and the Forward Purchase Warrants (each as defined below) to reflect the redemption or exercise of all such warrants on or before December 6, 2021. This Amendment amends and restates the information contained in the Existing Registration Statement (and all amendments thereto) and the prospectus contained therein. The Existing Registration Statement relates to the issuance by Archaea of up to 18,883,492 shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), which consist of (i) 11,862,492 shares of Class A Common Stock that may be issued upon the exercise of the 11,862,492 warrants (the “Public Warrants”) originally sold as part of the units issued in the initial public offering (the “IPO”) of Rice Acquisition Corp. (“RAC”), (ii) 6,771,000 shares of Class A Common Stock that may be issued upon the exercise of the 6,771,000 warrants originally issued to Rice Acquisition Sponsor LLC (the “Sponsor”) and Atlas Point Energy Infrastructure Fund, LLC (“Atlas”) in a private placement that closed simultaneously with the consummation of the IPO (the “Private Placement Warrants”) and (iii) 250,000 shares of Class A Common Stock that may be issued upon the exercise of the 250,000 warrants issued to Atlas in a private placement that closed simultaneously with the consummation of the Business Combinations (as defined herein) (the “Forward Purchase Warrants”). The Existing Registration Statement also registered the resale from time to time of 6,771,000 Private Placement Warrants, 250,000 Forward Purchase Warrants and 110,334,394 shares of Class A Common Stock by the selling security holders named in the Existing Registration Statement or their permitted transferees.Subsequent to the effective date of the Existing Registration Date and prior to the date hereof, in addition to the redemption or exercise of all of the Public Warrants and Forward Purchase Warrants, 234,399 Private Placement Warrants have been exercised and 35,699,699 shares of Class A Common Stock have been resold by the selling security holders named in the Existing Registration statement or their permitted transferees.No additional securities are being registered hereby. All applicable registration fees were paid at the time of the initial filing of the Existing Registration Statement. |
Entity Central Index Key | 0001823766 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-2867266 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 14, 2021 | Dec. 31, 2020 |
Current Assets | ||||
Cash and cash equivalents | $ 213,315 | $ 77,860 | $ 1,496 | |
Restricted cash | 21,864 | 15,206 | ||
Accounts receivable, net | 29,841 | 37,010 | 1,780 | |
Inventory | 11,050 | 9,164 | ||
Prepaid expenses and other current assets | 33,952 | 21,225 | 4,730 | |
Total Current Assets | 310,022 | 160,465 | 8,006 | |
Property, plant and equipment, net | 460,340 | 350,583 | 52,368 | |
Intangible assets, net | 627,223 | 638,471 | 8,693 | |
Goodwill | 29,835 | 29,211 | 2,754 | |
Equity method investments | 263,336 | 262,738 | ||
Operating lease right-of-use assets | 4,654 | |||
Other non-current assets | 17,113 | 9,721 | 2,460 | |
Total Assets | 1,712,523 | 1,451,189 | 74,281 | |
Current Liabilities | ||||
Accounts payable – trade | 38,272 | 11,096 | 14,845 | |
Current portion of long-term debt, net | 21,568 | 11,378 | 1,302 | |
Current portion of operating lease liabilities | 923 | |||
Accrued and other current liabilities | 63,607 | 46,279 | 8,270 | |
Total Current Liabilities | 124,370 | 68,753 | 24,417 | |
Long-term debt, net | 548,900 | 331,396 | 14,773 | |
Derivative liabilities | 52,730 | 67,424 | ||
Below-market contracts | 135,210 | 142,630 | ||
Asset retirement obligations | 4,830 | 4,677 | 306 | |
Long-term operating lease liabilities | 3,952 | |||
Other long-term liabilities | 2,590 | 5,316 | 3,294 | |
Total Liabilities | 872,582 | 620,196 | 42,790 | |
Commitments and Contingencies | ||||
Controlling interest | ||||
Redeemable Noncontrolling Interests | 606,608 | 993,301 | ||
Equity | ||||
Members’ Equity | 34,930 | |||
Members’ Accumulated Deficit | (4,156) | |||
Stockholders’ Equity | ||||
Additional paid in capital | 392,118 | |||
Accumulated deficit | (158,797) | (162,320) | ||
Total Stockholders’ Equity | 233,333 | (162,308) | ||
Nonredeemable noncontrolling interests | 717 | |||
Total Stockholders’ Equity | 233,333 | (162,308) | 31,491 | |
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders’ Equity | 1,712,523 | 1,451,189 | 74,281 | |
Aria Energy LLC | ||||
Current Assets | ||||
Cash and cash equivalents | $ 4,903 | 14,257 | ||
Accounts receivable, net | 27,338 | 20,727 | ||
Inventory | 9,015 | 7,770 | ||
Prepaid expenses and other current assets | 3,834 | 3,768 | ||
Assets held for sale | 70,034 | |||
Total Current Assets | 45,090 | 116,556 | ||
Property, plant and equipment, net | 63,829 | 70,759 | ||
Intangible assets, net | 117,737 | 126,922 | ||
Equity method investments | 86,200 | 77,993 | ||
Other non-current assets | 882 | 689 | ||
Total Assets | 313,738 | 392,919 | ||
Current Liabilities | ||||
Accounts payable – trade | 2,439 | 1,570 | ||
Current portion of long-term debt, net | 90,430 | 102,831 | ||
Accrued and other current liabilities | 25,210 | 25,736 | ||
Liabilities held for sale | 12,534 | |||
Total Current Liabilities | 118,079 | 142,671 | ||
Long-term debt, net | 136,593 | |||
Derivative liabilities | 1,268 | |||
Below-market contracts | 3,935 | 5,769 | ||
Asset retirement obligations | 3,580 | 3,408 | ||
Other long-term liabilities | 5,351 | 5,150 | ||
Total Liabilities | 130,945 | 294,859 | ||
Controlling interest | ||||
Retained loss | (134,726) | (218,957) | ||
Accumulated other comprehensive loss | (1,136) | (1,349) | ||
Stockholders’ Equity | ||||
Total Stockholders’ Equity | 182,793 | 98,349 | ||
Nonredeemable noncontrolling interests | (289) | |||
Total Stockholders’ Equity | 182,793 | 98,060 | ||
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders’ Equity | 313,738 | 392,919 | ||
Preferred Stock | ||||
Stockholders’ Equity | ||||
Preferred stock, $0.0001 par value; 10,000,000 authorized; none issued and outstanding | ||||
Class A Common Stock | ||||
Stockholders’ Equity | ||||
Class A Common Stock, $0.0001 par value; 900,000,000 shares authorized; 80,717,757 shares issued and outstanding as of June 30, 2022 and 65,122,200 shares issued and outstanding as of December 31, 2021 | 8 | 7 | ||
Class B Common Stock | ||||
Stockholders’ Equity | ||||
Class B Common Stock, $0.0001 par value; 190,000,000 shares authorized; 39,060,418 shares issued and outstanding as of June 30, 2022 and 54,338,114 shares issued and outstanding as of December 31, 2021 | $ 4 | $ 5 | ||
Class A Units | Aria Energy LLC | ||||
Controlling interest | ||||
Controlling interest | 299,327 | 299,327 | ||
Class B units | Aria Energy LLC | ||||
Controlling interest | ||||
Controlling interest | 19,327 | 19,327 | ||
Class C units | Aria Energy LLC | ||||
Controlling interest | ||||
Controlling interest | $ 1 | $ 1 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Class A Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 | 900,000,000 |
Common stock, shares issued | 80,717,757 | 65,122,200 | |
Common stock, shares, outstanding | 80,717,757 | 65,122,200 | |
Class B Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 190,000,000 | 190,000,000 | 190,000,000 |
Common stock, shares issued | 39,060,418 | 54,338,114 | |
Common stock, shares, outstanding | 39,060,418 | 54,338,114 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||||||
Revenues and Other Income | |||||||||||||
Energy revenue | $ 71,235 | $ 3,059 | $ 124,151 | $ 3,059 | $ 67,871 | ||||||||
Other revenue | 3,215 | 2,068 | 4,428 | 3,722 | 5,817 | 6,523 | |||||||
Amortization of intangibles and below-market contracts | 2,769 | 5,537 | 3,438 | ||||||||||
Total Revenues and Other Income | 77,219 | 5,127 | 134,116 | 6,781 | 77,126 | 6,523 | |||||||
Equity Investment Income, Net | 2,693 | 4,122 | 5,653 | ||||||||||
Cost of Sales | |||||||||||||
Cost of energy | 46,699 | 3,148 | 75,278 | 3,148 | 41,626 | ||||||||
Cost of other revenues | 2,317 | 1,199 | 3,940 | 2,360 | 4,862 | 4,752 | |||||||
Depreciation, amortization and accretion | 13,730 | 886 | 26,219 | 935 | 16,025 | 137 | |||||||
Total Cost of Sales | 62,746 | 5,233 | 105,437 | 6,443 | 62,513 | 4,889 | |||||||
General and administrative expenses | 18,883 | 7,884 | 45,236 | 11,042 | 43,827 | 4,371 | |||||||
Operating Income (Loss) | (1,717) | (7,990) | (12,435) | (10,704) | (23,561) | (2,737) | |||||||
Other Income (Expense) | |||||||||||||
Interest expense, net | (3,712) | (13) | (6,366) | (19) | (4,797) | (20) | |||||||
Gain (loss) on derivative contracts | 38,095 | 18,180 | (3,727) | ||||||||||
Other income (expense) | 87 | 73 | 202 | 294 | 1,164 | 521 | |||||||
Total Other Income (Expense) | 34,470 | 60 | 12,016 | 275 | (7,360) | 501 | |||||||
Income (Loss) Before Income Taxes | 32,753 | (7,930) | (419) | (10,429) | (30,921) | (2,236) | |||||||
Income tax expense | 129 | 129 | |||||||||||
Net Income (Loss) | 32,624 | (7,930) | (548) | (10,429) | (30,921) | (2,236) | |||||||
Net income (loss) attributable to nonredeemable noncontrolling interests | (168) | (254) | (712) | 236 | |||||||||
Net income (loss) attributable to Legacy Archaea | (7,762) | (10,175) | (18,744) | (2,472) | |||||||||
Net income (loss) attributable to redeemable noncontrolling interests | 10,674 | (4,071) | (6,312) | ||||||||||
Net Income (Loss) Attributable to Class A Common Stock | $ 21,950 | $ 3,523 | $ (5,153) | ||||||||||
Net income (loss) – basic (in Dollars per share) | $ 0.27 | [1] | [1] | $ 0.05 | [1] | [1] | $ (0.09) | [2] | [2] | ||||
Net income (loss) – diluted (in Dollars per share) | $ (0.18) | [1] | [1] | $ (0.12) | [1] | [1] | $ (0.09) | [2] | [2] | ||||
Basic (in Shares) | 80,522,737 | [1] | [1] | 73,488,555 | [1] | [1] | 56,465,786 | [2] | [2] | ||||
Diluted (in Shares) | 83,445,455 | [1] | [1] | 76,203,753 | [1] | [1] | 56,465,786 | [2] | [2] | ||||
Aria Energy LLC | |||||||||||||
Revenues and Other Income | |||||||||||||
Energy revenue | $ 42,017 | $ 84,484 | $ 120,250 | $ 132,580 | |||||||||
Construction revenue | 24 | 32 | 9,983 | ||||||||||
Amortization of intangibles and below-market contracts | (954) | (1,908) | (2,693) | (3,682) | |||||||||
Total Revenues and Other Income | 41,063 | 82,600 | 117,589 | 138,881 | |||||||||
Equity Investment Income, Net | 7,469 | 13,325 | 19,777 | 9,298 | |||||||||
Cost of Sales | |||||||||||||
Cost of energy | 20,016 | 41,116 | 56,291 | 72,519 | |||||||||
Cost of other revenues | 23 | 30 | 9,507 | ||||||||||
Depreciation, amortization and accretion | 5,621 | 11,314 | 15,948 | 30,564 | |||||||||
Total Cost of Sales | 25,637 | 52,453 | 72,269 | 112,590 | |||||||||
Gain on disposal of assets | (1,347) | (1,347) | (1,347) | ||||||||||
Impairment of assets | (542) | 25,293 | |||||||||||
General and administrative expenses | 5,957 | 13,063 | 33,737 | 20,782 | |||||||||
Operating Income (Loss) | 18,827 | 31,756 | 32,707 | (10,486) | |||||||||
Other Income (Expense) | |||||||||||||
Interest expense, net | (4,355) | (8,676) | (10,729) | (19,305) | |||||||||
Gain (loss) on derivative contracts | 446 | 556 | 1,129 | (135) | |||||||||
Gain on extinguishment of debt | 61,411 | 61,411 | 61,411 | ||||||||||
Other income (expense) | 2 | 2 | 2 | 3 | |||||||||
Total Other Income (Expense) | 57,504 | 53,293 | 51,813 | (19,437) | |||||||||
Net Income (Loss) | 85,049 | 84,520 | (29,923) | ||||||||||
Weighted average shares of Class A Common Stock outstanding: | |||||||||||||
Net Income (Loss) | 76,331 | 85,049 | 84,520 | (29,923) | |||||||||
Net income attributable to noncontrolling interest | 281 | 289 | 289 | 78 | |||||||||
Net Income (Loss) Attributable to Controlling Interest | $ 76,050 | $ 84,760 | $ 84,231 | $ (30,001) | |||||||||
[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.”[2]Class A Common Stock is outstanding beginning September 15, 2021 due to the reverse recapitalization transaction as described in Note 4. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Class A Aria Energy LLC Units | Class A Common Stock | Class B Aria Energy LLC Units | Class B Common Stock | Class C Aria Energy LLC Units | Aria Energy LLC Accumulated Other Comprehensive (Loss) Income | Aria Energy LLC Retained Earnings (Loss) | Aria Energy LLC Total Controlling Interest | Aria Energy LLC Noncontrolling Interest | Aria Energy LLC | Redeemable Noncontrolling Interests | Members’ Equity | Members’ Accumulated Deficit | Additional Paid-in Capital | Accumulated Deficit | Nonredeemable Noncontrolling Interests | Total |
Balance at Dec. 31, 2019 | $ 299,327 | $ 19,327 | $ 1 | $ (1,304) | $ (188,956) | $ 128,395 | $ (266) | $ 128,129 | $ 2,470 | $ (1,683) | $ 787 | ||||||
Net income (loss) | (30,001) | (30,001) | 78 | (29,923) | (2,473) | 237 | (2,236) | ||||||||||
Adjustments for postretirement plan | (45) | (45) | (45) | ||||||||||||||
Distributions to noncontrolling interest | (101) | (101) | |||||||||||||||
Members’ equity contributions | 32,460 | 32,460 | |||||||||||||||
Noncontrolling interest in acquired business acquisition | 480 | 480 | |||||||||||||||
Balance at Dec. 31, 2020 | 299,327 | 19,327 | 1 | (1,349) | (218,957) | 98,349 | (289) | 98,060 | 34,930 | (4,156) | 717 | 31,491 | |||||
Net income (loss) prior to Closing | (10,429) | ||||||||||||||||
Share-based compensation expense | 178 | 178 | |||||||||||||||
Net income (loss) | (10,175) | (254) | (10,429) | ||||||||||||||
Members’ equity contributions | 70 | 70 | |||||||||||||||
Balance at Jun. 30, 2021 | 35,178 | (14,331) | 463 | 21,310 | |||||||||||||
Balance at Dec. 31, 2020 | 299,327 | 19,327 | 1 | (1,349) | (218,957) | 98,349 | (289) | 98,060 | 34,930 | (4,156) | 717 | 31,491 | |||||
Net income (loss) | 84,231 | 84,231 | 289 | 84,520 | |||||||||||||
Adjustments for postretirement plan | 213 | 213 | 213 | ||||||||||||||
Balance at Sep. 14, 2021 | 299,327 | 19,327 | 1 | (1,136) | (134,726) | 182,793 | 182,793 | ||||||||||
Balance at Dec. 31, 2020 | $ 299,327 | $ 19,327 | $ 1 | $ (1,349) | $ (218,957) | $ 98,349 | $ (289) | $ 98,060 | 34,930 | (4,156) | 717 | 31,491 | |||||
Net income (loss) prior to Closing | (18,744) | (534) | (19,278) | ||||||||||||||
Share-based compensation expense prior to Closing | 2,349 | 2,349 | |||||||||||||||
Reclassification in connection with reverse recapitalization | 3 | (37,349) | 22,900 | 37,346 | (22,900) | ||||||||||||
Net cash contribution from the reverse recapitalization and PIPE Financing, net of warrant liability | 5 | 1 | 346,266 | 346,272 | |||||||||||||
Issuance of Class B Common Stock in Aria Merger | 2 | 394,908 | 394,910 | ||||||||||||||
Reclassification to redeemable noncontrolling interest | 408,762 | (431,662) | 22,900 | (408,762) | |||||||||||||
Retirement of Class A Common Stock | (107,690) | (107,690) | |||||||||||||||
Acquisition of nonredeemable noncontrolling interests | (795) | (5) | (800) | ||||||||||||||
Warrant exercises | 1 | 193,540 | 193,541 | ||||||||||||||
Exchange of Class A Opco Units and Class B Common Stock for Class A Common Stock | 1 | (1) | (132,720) | 132,720 | 132,720 | ||||||||||||
Share-based compensation expense | 2,721 | 2,721 | |||||||||||||||
Shares withheld for taxes on net settled awards | (950) | (950) | |||||||||||||||
Net income (loss) | (6,312) | (5,153) | (178) | (5,331) | |||||||||||||
Members’ equity contributions | 70 | 70 | |||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption amount | 723,571 | (674,094) | (49,477) | (723,571) | |||||||||||||
Balance at Dec. 31, 2021 | 7 | 5 | 993,301 | (162,320) | (162,308) | ||||||||||||
Balance at Mar. 31, 2021 | 35,032 | (6,569) | 631 | 29,094 | |||||||||||||
Net income (loss) prior to Closing | (7,930) | ||||||||||||||||
Share-based compensation expense | 146 | 146 | |||||||||||||||
Net income (loss) | (7,762) | (168) | (7,930) | ||||||||||||||
Balance at Jun. 30, 2021 | 35,178 | (14,331) | 463 | 21,310 | |||||||||||||
Balance at Dec. 31, 2021 | 7 | 5 | 993,301 | (162,320) | (162,308) | ||||||||||||
Net income (loss) prior to Closing | (548) | ||||||||||||||||
Warrant exercises | 1,555 | 1,555 | |||||||||||||||
Exchange of Class A Opco Units and Class B Common Stock for Class A Common Stock | 1 | (1) | (317,827) | 317,827 | 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) | (4,071) | 3,523 | 3,523 | ||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption amount | (64,795) | 64,795 | 64,795 | ||||||||||||||
Balance at Jun. 30, 2022 | 8 | 4 | 606,608 | 392,118 | (158,797) | 233,333 | |||||||||||
Balance at Mar. 31, 2022 | 8 | 4 | 861,448 | 122,075 | (180,747) | (58,660) | |||||||||||
Net income (loss) prior to Closing | 32,624 | ||||||||||||||||
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 | 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) | 10,674 | 21,950 | 21,950 | ||||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | (262,379) | 262,379 | 262,379 | ||||||||||||||
Balance at Jun. 30, 2022 | $ 8 | $ 4 | $ 606,608 | $ 392,118 | $ (158,797) | $ 233,333 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Cash flows from operating activities | |||||||
Net income (loss) | $ (548) | $ (10,429) | $ (30,921) | $ (2,236) | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | |||||||
Depreciation, amortization and accretion expense | 26,219 | 935 | 16,025 | 137 | |||
Amortization of debt issuance costs | 1,404 | 14 | 1,309 | ||||
Amortization of intangibles and below-market contracts | (2,206) | (1,479) | |||||
Bad debt expense | 76 | 9 | 353 | 76 | |||
Return on investment in equity method investments | 8,910 | 8,273 | |||||
Equity in earnings of equity method investments | (4,122) | (5,653) | |||||
Total (gains) losses on derivatives, net | (18,180) | 3,727 | |||||
Net cash received (paid) in settlement of derivatives | (200) | 80 | |||||
Forgiveness of Paycheck Protection Loan | (201) | (201) | (491) | ||||
Share-based compensation expense | 8,923 | 179 | 5,071 | ||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 7,129 | 441 | (6,940) | (1,385) | |||
Inventory | (1,886) | (149) | |||||
Prepaid expenses and other current assets | 2,737 | (618) | (7,660) | (3,252) | |||
Accounts payable – trade | 17,974 | 1,961 | (211) | (246) | |||
Accrued and other liabilities | 11,458 | 180 | 276 | 1,563 | |||
Other non-current assets | (969) | (4,231) | |||||
Other long-term liabilities | (27) | 19 | (5,781) | ||||
Net cash provided by (used in) operating activities | 56,692 | (7,510) | (28,112) | (5,834) | |||
Cash flows from investing activities | |||||||
Purchases of biogas rights | (7,802) | (7,901) | |||||
Acquisition of Aria, net of cash acquired | 1,876 | (463,334) | |||||
Acquisition of assets and businesses | (7,013) | (31,527) | (61,830) | (14,249) | |||
Additions to property, plant and equipment and progress payments | (127,889) | (56,609) | (139,467) | (20,169) | |||
Contributions to equity method investments | (8,027) | (22,175) | |||||
Return of investment in equity method investments | 7,422 | 57 | |||||
Net cash used in investing activities | (133,631) | (88,136) | (694,551) | (42,319) | |||
Borrowings on line of credit agreement | 8,578 | 12,478 | |||||
Repayments on line of credit agreement | (1,522) | (12,478) | |||||
Proceeds from long-term debt, net of issuance costs | 225,339 | 123,641 | 367,930 | 16,075 | |||
Repayments of long-term debt | (2,875) | (314) | (48,415) | ||||
Proceeds from PPP Loan | 691 | ||||||
Proceeds from reverse recapitalization and PIPE Financing | 496,425 | ||||||
Payment of acquisition contingent consideration | (1,650) | ||||||
Capital contributions | 70 | 70 | 32,460 | ||||
Proceeds from Warrant exercises for Class A Common Stock | 107,663 | ||||||
Repurchase of Class A Common Stock | (107,690) | ||||||
Taxes paid on net share settled stock-based compensation awards | (1,762) | (950) | |||||
Acquisition of nonredeemable noncontrolling interest | (800) | ||||||
Net cash provided by (used in) financing activities | 219,052 | 130,453 | 814,233 | 49,226 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 142,113 | 34,807 | 91,570 | 1,073 | |||
Cash, cash equivalents and restricted cash – beginning of period | 93,066 | 1,496 | $ 1,496 | 1,496 | 423 | ||
Cash, cash equivalents and restricted cash – end of period | 235,179 | 36,303 | 93,066 | 1,496 | |||
Supplemental cash flow information | |||||||
Cash paid for interest | 8,834 | 2,333 | 3,903 | [1] | 44 | [1] | |
Accruals of property, plant and equipment and biogas rights incurred but not paid | $ 36,499 | 10,965 | 20,296 | 17,542 | |||
Aria Energy LLC [Member] | |||||||
Cash flows from operating activities | |||||||
Net income (loss) | 85,049 | 84,520 | (29,923) | ||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | |||||||
Depreciation, amortization and accretion expense | 11,314 | 15,948 | 30,564 | ||||
Impairment of assets | 25,293 | ||||||
Gain on disposal of assets | (1,572) | (1,573) | |||||
Amortization of debt issuance costs | 492 | 699 | 1,382 | ||||
Amortization of intangibles and below-market contracts | 685 | 859 | 1,238 | ||||
Return on investment in equity method investments | 12,166 | 19,518 | 13,016 | ||||
Equity in earnings of equity method investments | (13,325) | (19,777) | (8,823) | ||||
Change in fair value of derivatives | (1,015) | (1,268) | (1,246) | ||||
Gain on extinguishment of debt | (61,411) | (61,411) | |||||
Net periodic postretirement benefit cost | 61 | 106 | 106 | ||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (6,143) | (4,728) | (5,835) | ||||
Inventory | (720) | (1,318) | (140) | ||||
Prepaid expenses and other current assets | 115 | (143) | (966) | ||||
Accounts payable – trade | 269 | 478 | (131) | ||||
Accrued and other liabilities | 6,021 | 19,231 | 6,126 | ||||
Other non-current assets | 106 | (196) | 368 | ||||
Net cash provided by (used in) operating activities | 32,092 | 50,945 | 31,029 | ||||
Cash flows from financing activities | |||||||
Payments on note payable and revolving credit agreement | (2,689) | (16,408) | |||||
Cash flows from investing activities | |||||||
Additions to property, plant and equipment and progress payments | (1,331) | (2,318) | (2,324) | ||||
Contributions to equity method investments | (6,630) | (8,430) | (13,020) | ||||
Proceeds from revolving credit agreement | 8,000 | ||||||
Distributions to noncontrolling interest | (101) | ||||||
Net cash used in investing activities | (7,961) | (10,748) | (15,344) | ||||
Proceeds from long-term debt, net of issuance costs | (49,551) | ||||||
Net cash provided by (used in) financing activities | (2,689) | (49,551) | (8,509) | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 21,442 | (9,354) | 7,176 | ||||
Cash, cash equivalents and restricted cash – beginning of period | 14,257 | 14,257 | $ 14,257 | 7,081 | |||
Cash, cash equivalents and restricted cash – end of period | 35,699 | 4,903 | 14,257 | ||||
Supplemental cash flow information | |||||||
Cash paid for interest | 4,403 | 5,940 | 11,617 | ||||
Accruals of property, plant and equipment and biogas rights incurred but not paid | $ 52 | $ 25 | $ 151 | ||||
[1]Net of capitalized interest of $7.9 million and $0.6 million for the years ended December 31, 2021 and 2020, respectively. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - Aria Energy LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2020 | |
Net Income | $ 76,331 | $ 85,049 | $ 84,520 | $ (29,923) |
Other Comprehensive Income | ||||
Net actuarial income | 167 | 194 | 213 | (45) |
Other Comprehensive Income | 76,498 | 85,243 | 84,733 | (29,968) |
Comprehensive income attributable to noncontrolling interest | 281 | 289 | 289 | 78 |
Comprehensive Income Attributable to Controlling Interest | $ 76,217 | $ 84,954 | $ 84,444 | $ (30,046) |
Organization and Description of
Organization and Description of Business | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | |
Organization and Description of Business [Line Items] | ||||
Organization and Description of Business | NOTE 1 — Organization and Description of Business Archaea Energy Inc. (“Archaea” or the “Company”), a Delaware corporation (formerly named Rice Acquisition Corp.), is one of the largest RNG producers in the U.S., with an industry -leading -carbon -owned -quality -operated Archaea develops, designs, constructs, and operates RNG facilities. Archaea, through wholly -owned -term 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 Consolidation 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 % Interest Class A % 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 % Holders of Class A Opco Units other than Archaea have the right (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 | NOTE 1 — Organization and Description of Business Archaea Energy Inc. (“Archaea”), a Delaware corporation (formerly named Rice Acquisition Corp.), is one of the largest RNG producers in the U.S., with an industry -leading -carbon -owned -quality -operated Archaea develops, designs, constructs, and operates RNG facilities. Archaea has entered into long -term On September 15, 2021, Archaea consummated the previously announced business combinations pursuant to (i) the Business Combination Agreement, dated April 7, 2021 (as amended, the “Aria Merger Agreement”), by and among Rice Acquisition Corp., a Delaware corporation (“RAC”), Rice Acquisition Holdings LLC, a Delaware limited liability company and direct subsidiary of RAC (“RAC Opco”), LFG Intermediate Co, LLC, a Delaware limited liability company and direct subsidiary of RAC Opco (“RAC Intermediate”), LFG Buyer Co, LLC, a Delaware limited liability company and direct subsidiary of RAC Intermediate (“RAC Buyer”), Inigo Merger Sub, LLC, a Delaware limited liability company and direct subsidiary of RAC Buyer (“Aria Merger Sub”), Aria Energy LLC, a Delaware limited liability company (“Aria”), and Aria Renewable Energy Systems LLC, a Delaware limited liability company, pursuant to which, among other things, Aria Merger Sub was merged with and into Aria, with Aria surviving the merger and becoming a direct subsidiary of RAC Buyer, on the terms and subject to the conditions set forth therein (the transactions contemplated by the Aria Merger Agreement, the “Aria Merger”), and (ii) the Business Combination Agreement, dated April 7, 2021 (as amended, the “Archaea Merger Agreement” and, together with the Aria Merger Agreement, the “Business Combination Agreements”), by and among RAC, RAC Opco, RAC Intermediate, RAC Buyer, Fezzik Merger Sub, LLC, a Delaware limited liability company and direct subsidiary of RAC Buyer (“Archaea Merger Sub”), Archaea Energy LLC, a Delaware limited liability company, and Archaea Energy II LLC, a Delaware limited liability company (“Legacy Archaea”), pursuant to which, among other things, Archaea Merger Sub was merged with and into Legacy Archaea, with Legacy Archaea surviving the merger and becoming a direct subsidiary of RAC Buyer, on the terms and subject to the conditions set forth therein (the transactions contemplated by the Archaea Merger Agreement, the “Archaea Merger” and, together with the Aria Merger, the “Business Combinations”). As further discussed in “Note 4 — Business Combinations and Reverse Recapitalization,” Legacy Archaea was determined to be the accounting acquirer of the Business Combinations, and Aria was determined to be the predecessor to the Company. Unless the context otherwise requires, “the Company,” “we,” “us,” and “our” refer, for periods prior to the completion of the Business Combinations, to Legacy Archaea and its subsidiaries and, for periods upon or after the completion of the Business Combinations, to Archaea Energy Inc. and its subsidiaries, including Legacy Archaea and Aria Energy LLC. Archaea has retained its “up -C Consolidation Opco issued additional Class A Opco Units as part of the consideration in the Business Combinations. Subsequent to the Business Combinations, transactions impacting the ownership of Class A Opco Units resulted from Redeemable Warrant exercises, repurchases from Aria Renewable Energy Systems LLC, redemption of certain other Class A Opco Units in exchange for Class A Common Stock, and issuances related to vested RSUs. The ownership structure of Opco upon closing of the Business Combinations and as of December 31, 2021, which gives rise to the redeemable noncontrolling interest at Archaea, is as follows: December 31, 2021 September 15, 2021 Equity Holder Class A % Interest Class A % Interest Archaea 65,122,200 54.5 % 52,847,195 45.9 % Total controlling interests 65,122,200 54.5 % 52,847,195 45.9 % Aria Holders 15,056,379 12.6 % 23,000,000 20.0 % Legacy Archaea Holders 33,350,385 27.9 % 33,350,385 29.0 % Sponsor, Atlas and RAC independent directors 5,931,350 5.0 % 5,931,350 5.2 % Total redeemable noncontrolling interests 54,338,114 45.5 % 62,281,735 54.1 % Total 119,460,314 100.0 % 115,128,930 100.0 % Holders of Class A Opco Units other than Archaea have the right (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 | ||
Aria Energy LLC [Member] | ||||
Organization and Description of Business [Line Items] | ||||
Organization and Description of Business | NOTE 1 Description of Business — Predecessor Aria Energy LLC and its subsidiaries (“Aria”) design, install, own, and operate long -lived 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. | NOTE 1 Description of Business — Predecessor Aria Energy LLC and its subsidiaries (“Aria”) design, install, own, and operate long -lived Funds managed by Ares EIF Management LLC held 94.35% of the ownership interests in Aria before the Closing of the Business Combinations. The accompanying consolidated financial statements present the consolidated financial position and results of operations of Aria Energy LLC and its wholly owned subsidiaries. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation These unaudited, interim, consolidated 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 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 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 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 Leases Revenue from Contracts with Customers . , 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 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.” | NOTE 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the SEC. These financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the results for the periods presented. The Company’s accounting policies conform to GAAP and have been consistently applied in the presentation of financial statements. The Company’s consolidated financial statements include all wholly -owned 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 -69 Principles of Consolidation The consolidated financial statements include the assets, liabilities and results of operations of the Company and its consolidated subsidiaries beginning on September 15, 2021, which includes approximately 3.5 months of the combined results of the businesses of Legacy Archaea and Aria as operated by the Company after the Business Combination for the year ended December 31, 2021. The consolidated assets, liabilities and results of operations prior to the September 15, 2021 reverse recapitalization are those of Legacy Archaea, the accounting acquirer. The Company has determined that Opco is a VIE and the Company is the primary beneficiary. Therefore, the Company consolidates Opco, and ownership interests of Opco not owned by the Company are reflected as redeemable noncontrolling interests due to certain features of the redemption right. See “Note 16 — Redeemable Noncontrolling Interest and Stockholders’ Equity.” Entities that are majority -owned All intercompany balances and transactions have been eliminated. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make the comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will re -evaluate Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as contingent assets and liabilities. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements. Noncontrolling and Redeemable Noncontrolling Interest Noncontrolling interest represents the portion of equity ownership in subsidiaries that is not attributable to the stockholders’ equity of the Company. Noncontrolling interests are initially recorded at the transaction price which is equal to their fair value, and the amount is subsequently adjusted for the proportionate share of earnings and other comprehensive income attributable to the noncontrolling interests and any dividends or distributions paid to the noncontrolling interests. Effective with the consummation of the Business Combinations, noncontrolling interest includes the economic interest of Class A Opco Units not owned by the Company, which has been classified as redeemable noncontrolling interest due to certain provisions that allow for cash settlement of the redemption right at the Company’s election. See “Note 16 — Redeemable Noncontrolling Interest and Stockholders’ Equity.” Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are characterized according to a hierarchy that prioritizes those inputs based on the degree to which they are observable. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety. The three input levels of the fair value hierarchy are as follows: • • • The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. The Company’s financial assets and liabilities are classified based on the lowest level of input that is significant for the fair value measurement. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. Revenue Recognition The Company generates revenues from the production and sales of RNG, Power, and associated Environmental Attributes, as well as the performance of other landfill energy O&M services. The Company also manufactures and sells customized pollution control equipment and performs associated maintenance agreement services. Based on requirements of GAAP, a portion of revenue is accounted for under ASC 840 — Leases Revenue from Contracts with Customers. , RNG The Company’s RNG production commenced in 2021 at its Boyd County facility and has expanded with the acquisition of Aria, which at the time of the Business Combinations owned and operated nine RNG facilities, and with the achievement of commercial operations at the Assai facility in December 2021. The Company has long -term off -take -term -take -take -term -based The Company also earns revenue by selling Environmental Attributes, including RINs and LCFS credits, which are generated when producing and selling RNG for use in certain transportation markets. These Environmental Attributes are able to be separated and sold independent from the RNG produced, therefore, no cost is allocated to the Environmental Attributes when they are generated. When the RNG and RIN are sold on a bundled basis under the same contract, revenue is recognized when the RNG is produced and the RNG and associated RIN are transferred to a third party. For RIN and LCFS sales that are under contracts independent from RNG sales, revenue is recognized when the RIN or LCFS is transferred to a third party. Power The Company’s Power production commenced in April 2021 following the acquisition of PEI and has expanded as a result of the acquisition of Aria, which at the time of the Business Combinations owned, and in most cases operated, twelve LFG to renewable electricity facilities, and the subsequent acquisition of four additional LFG to electricity facilities. A significant portion of the electricity generated is sold and delivered under the terms of PPAs or other contractual arrangements. Revenue is recognized based upon the amount of electricity delivered at rates specified under the contracts. Certain PPAs are accounted for as operating leases and have no minimum lease payments. All of the rental income under these leases is recorded as revenue when the electricity is delivered. Power not covered by PPAs is typically sold under a market -based Electricity is also sold through energy wholesale markets (NYISO, ISO -NE -ahead -ahead -ahead The Company also sells capacity into the month -ahead -year The Company also earns revenue by selling RECs, which are generated when producing and selling Power generated from renewable energy. These RECs are able to be separated and sold independent from the Power produced, therefore, no cost is allocated to the RECs when they are generated. For REC sales that are under contracts independent from Power sales, revenue is recognized when the REC is transferred to a third party. For REC sales that are bundled with Power sales, revenue is recognized at the time Power is produced when a sales agreement exists for the RECs. Operation and Maintenance (“O&M”) The Company also generates revenues by providing O&M services at projects owned by third parties which are also included in Energy revenue. In addition, the Company also provides O&M services at projects owned by its equity method investment, Mavrix. Revenue for these services is recognized upon the services being provided following contractual arrangements primarily based on the production of RNG or Power from the project. Equipment and Associated Services The Company’s performance obligations related to the sales of equipment are satisfied over time because the Company’s performance under each customer contract produces 1) an asset with no alternative future use to the entity, because each products solution is customized to the specific needs of each customer and 2) the Company has an enforceable right to payment under the customer termination provisions for convenience. The Company measures progress under these arrangements using an input method based on costs incurred. The Company’s performance obligations related to the sales of the associated services are satisfied over time because the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it performs. The Company elected to recognize the sales of the associated services using the “right -to-invoice See “Note 5 — Revenues” for further discussion. Business Combinations For business combinations that meet the accounting definition of a business, the Company determines and allocates the purchase price of an acquired company to the tangible and intangible assets acquired, the liabilities assumed, and noncontrolling interest, if applicable, as of the date of acquisition at fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. In the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future and can include estimates of future biogas production, commodity prices, operating and development costs, and a risk -adjusted The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, and these estimates and assumptions are inherently uncertain and subject to refinement during the measurement period not to exceed one year from the acquisition date. As a result, any adjustment identified subsequent to the measurement period is included in operating results in the period in which the amount is determined. The Company’s acquisitions are discussed in “Note 4 — Business Combinations and Reverse Recapitalization.” Restricted Cash The Company maintains escrow accounts under the terms of the Assai Energy 3.75% Senior Secured Notes and the Assai Energy 4.47% Senior Secured Notes. See “Note 11 — Debt.” The escrow accounts are legally restricted disbursement accounts for payment of construction -related Accounts Receivable and Allowance for Doubtful Accounts The Company recognizes accounts receivable at invoiced amounts and maintains a valuation allowance for accounts where collectability is in question. The carrying amount of accounts receivable represents the amount management expects to collect from outstanding balances. Credit is extended to all qualified customers under various payment terms with no collateral required. There were no material credit allowances as of December 31, 2021 or 2020. Inventory Inventory is stated at the lower of weighted average cost or net realizable value. Inventory consists primarily of manufacturing parts and supplies used in the maintenance of production equipment. Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation and impairments. Depreciation is recognized using the straight -line Costs associated with the construction of biogas facilities are capitalized during the construction period and include direct costs such as engineering, pipeline and plant construction, wages and benefits, consulting, equipment, and other overhead costs. When a biogas plant is placed in service, the costs associated with the biogas plant will be transferred from construction in progress to property, plant and equipment and depreciated over its expected useful life. Costs of improvements that extend the lives of existing properties are capitalized, whereas maintenance and repairs are expensed as incurred. Impairment of Long-Lived Assets The Company reviews long -lived -lived -lived Equity Method Investments Investments in entities that the Company does not control or VIEs in which the Company is not the primary beneficiary are accounted for using the equity method of accounting. Under this method, the Company records its proportional share of equity earnings or losses in the consolidated statements of operations. Investments are increased by additional contributions and earnings and are reduced by equity losses and distributions. Equity method investments are evaluated for impairment when the Company determines factors indicate that an other than temporary loss has occurred. Goodwill Goodwill is determined as the excess of the consideration transferred over the fair value of the acquired assets and assumed liabilities in a business combination. Goodwill is not amortized, but rather tested for impairment annually on October 1, or earlier if an event occurs, or circumstances change, that indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount including goodwill, the Company will then perform a quantitative goodwill impairment test. Asset Retirement Obligations The Company recognizes a liability for obligations which the Company has a legal or a contractual obligation to remove a long -lived -lived Postretirement Obligations Postretirement benefits amounts recognized in consolidated financial statements are determined on an actuarial basis. The Company obtains an independent actuary valuation of its postretirement obligation annually as of December 31 st Income Taxes Archaea is a corporation and is subject to U.S. federal income and applicable state taxation. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax laws and tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company routinely assesses the realizability of its deferred tax assets by analyzing the reversal periods of available net operating loss carryforwards and credit carryforwards, temporary differences in tax assets and liabilities, the availability of tax planning strategies, and estimates of future taxable income and other factors. Deferred tax assets may be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured as the largest amount that is greater than 50% likely of being realized. The Company records interest related to an underpayment of income taxes in interest expense and penalties in operating expenses. Derivative Instruments The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives under GAAP. Derivative instruments are recognized on the consolidated balance sheets at fair value, with subsequent changes included in earnings. Certain contracts that are used to manage exposure to commodity prices are accounted for as derivatives, unless they meet the normal purchase/normal sale criteria and are designated and documented as such. Share-based Compensation The Company accounts for share -based -based -line | ||
Aria Energy LLC [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 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 Revenue from Contracts with Customers. , 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 Six Months 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. The pre -tax | NOTE 2 Summary of Significant Accounting Policies — Predecessor Basis of Presentation The consolidated financial statements of Aria have been prepared on the basis of United States generally accepted accounting principles (“GAAP”). Certain amounts for prior years have been reclassified to conform to the current presentation. Segment Reporting Aria reports segment information in two segments: RNG and Power. LFG fuel source is a common element, though Aria had a new RNG plant that was under construction as of the Closing that will utilize waste from dairy cattle. Aria managed RNG and electric production as separate operating groups and measured production output in terms of megawatt hours (MWh) for Power projects, and energy content is expressed as MMBtu for RNG. Other segment reporting considerations include: • • • • -owned • -owned • -consolidated Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements. Actual results could differ from those estimates. Noncontrolling Interests Noncontrolling interest represents the portion of equity ownership in subsidiaries that is not attributable to the equity holders of Aria Energy LLC. Noncontrolling interests are initially recorded at transaction price which is equal to their fair value and subsequently the amount is adjusted for the proportionate share of earnings and other comprehensive income attributable to the noncontrolling interests and any dividends or distributions paid to the noncontrolling interests. In the second quarter of 2021, noncontrolling interest was extinguished as part of the sale of LES Project Holdings LLC (“LESPH”). Revenue Recognition Aria generates revenue from the production and sale of electricity, gas, and their renewable energy attributes, and performance of other landfill energy services. Based on requirements of GAAP, a portion of revenue is accounted for under ASC 840, Leases Revenue from Contracts with Customers. , -to-date The following tables display Aria’s revenue by major source and by operating segment for the periods January 1 to September 14, 2021 and the year ended December 31, 2020: (in thousands) January 1 to Year Ended RNG, including RINs and LCFSs $ 83,848 $ 75,143 Gas O&M service 974 — Power, including RECs 31,217 46,434 Electric O&M service 4,211 11,003 Other 32 9,983 Total $ 120,282 $ 142,563 Operating segments RNG $ 84,853 $ 85,126 Power 35,429 57,437 Total $ 120,282 $ 142,563 Below is a description of accounting policies for each revenue stream: Electricity Aria sells a portion of the electricity it generates under the terms of PPAs or other contractual arrangements which is included in energy revenue. Most PPAs are accounted for as operating leases under ASC 840, as the majority of the output under each PPA is sold to a single off -taker Certain of Aria’s generated electricity is sold through energy wholesale markets (New York Independent System Operator (NYISO), New England Independent System Operator (NEISO), and the Pennsylvania, Jersey, Maryland Independent System Operator (PJM)) into the day -ahead -ahead -year -ready Gas Aria sells the gas it generates pursuant to various contractual arrangements which is included in energy revenue. These gas sales are accounted for as operating leases under ASC 840, as the majority of the output under each contract is sold to a single off -taker Aria also has a division that resells biogas it purchases pursuant to various contractual arrangements which is included in energy revenue. This revenue is accounted for under ASC 606. Revenues related to these contracts are recognized at a point in time when control is transferred upon delivery of the biogas. Revenue is recognized on a monthly basis based on the volume of RNG delivered and the price agreed upon with the customer. Environmental Attributes Aria also generates revenue through the sale of Environmental Attributes, which is included in energy revenue. Aria’s electric plants generate renewable energy credits, or RECs, as they generate electricity. The majority of Aria’s RECs are generated by plants for which Aria has a PPA to sell all of the outputs (both energy and RECs) to the PPA counterparty and therefore are accounted for as operating leases in accordance with ASC 840, with revenue recognized as the energy and RECs are generated and delivered. For RECs not bundled with a PPA, revenue is recognized under ASC 606 at a point -in-time Aria generates renewable fuel credits called renewable identification numbers, or RINs. Pipeline -quality Construction Type Contracts Aria, on occasion, enters into contracts to construct energy projects. This contract revenue is recorded under ASC 606 over time, using an input method based on costs incurred. Operation and Maintenance (O&M) Aria provides O&M services at projects owned by third parties which are included in Energy revenue on Aria’s consolidated statement of operations. Revenue for these services is recognized under ASC 606. O&M revenue is recognized over time, using the output method, based on the production of electricity or RNG from the project. PPA and O&M Contract Amortization Through historical acquisitions, Aria had both above and below -market -market Aria elected to recognize revenue using the right to invoice practical expedient and determined that the amounts invoiced to customers correspond directly with the value to customers and Aria’s satisfaction of the performance obligations to date. Furthermore, with the election of the right to invoice practical expedient, Aria also elects to omit disclosures on the remaining, or unsatisfied performance obligations since the revenue recognized corresponds to the amount that Aria has the right to invoice. Cash and Cash Equivalents Aria considers all investments with an original maturity of three months or less when purchased to be cash equivalents. Aria maintains amounts on deposit with various financial institutions, which may exceed federally insured limits. Management periodically evaluates the creditworthiness of those institutions. Aria had not experienced any losses on such deposits. Accounts Receivable Accounts receivable are stated at the invoiced or estimated amounts adjusted for any allowance for doubtful accounts. An allowance for doubtful accounts is established based on a specific assessment of all invoices that remain unpaid following normal customer payment periods. There was no allowance for doubtful accounts at September 14, 2021 and December 31, 2020 based on Aria’s history with its existing customers. Payments on accounts receivable balances are typically due and paid within 30 days of invoice. Inventory Inventory is stated at the lower of weighted average cost or net realizable value. Inventory consists primarily of engine parts and supplies used in the maintenance of production equipment. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for major renewals and betterments that extend the useful life of the assets are capitalized and depreciated over the remaining life of the assets. Maintenance and repair costs incurred by Aria are charged to expense as incurred in cost of energy. Changes in the assumption of useful lives of assets could have a significant impact on Aria’s results of operations and financial condition. Upon sale or retirement, the asset cost and related accumulated depreciation are eliminated from the respective accounts and any resulting gain or loss is recognized in income. Interest incurred on funds borrowed to finance capital projects is capitalized until the project under construction is ready for its intended use. There was no interest capitalized for the year -to-date Depreciation is computed using the straight -line Held for Sale During 2020, Aria enacted a plan to sell LESPH, and accordingly, the business was classified as held for sale through December 31, 2020. An agreement to sell the membership interests of the business subsequently was executed on March 1, 2021. The sale of LESPH was completed on June 10, 2021. Proceeds from the sale were $58.5 million, which were sent to the lenders of the LESPH debt discussed in Note 6. As discussed further in Note 6, in connection with the sale, Aria was released from its obligations under the LESPH debt and a gain on the extinguishment of debt in the amount of $61.4 million was recorded in conjunction with the sale, which accounts for the proceeds received, the debt and interest payable relieved and settlement of LESPH intercompany balances. Aria recorded an ordinary gain on sale of assets in the amount of $1.3 million in the period ended September 14, 2021. The assets and liabilities included in the consolidated balance sheet that are held for sale as of December 31, 2020 are as follows: (in thousands) Current assets Accounts receivable $ 2,092 Inventory 3,034 Related party accounts receivable and advances 88 Prepaid expenses and other current assets 686 Total current assets 5,900 Property and equipment – net 4,906 Intangible assets – net 82,179 Held for sale valuation allowance (25,293 ) Investment in joint ventures 2,342 Total assets held for sale $ 70,034 Current liabilities Accounts payable – trade $ 824 Accrued and other current liabilities 2,066 Total current liabilities 2,890 Below-market contracts 6,060 Asset retirement obligations 3,584 Total liabilities $ 12,534 Aria recorded a valuation allowance in relation to its sale of LESPH’s assets and liabilities. Given the characteristics of the cooperative sale process, this was treated as a separate transaction from the settlement of the debt (through the execution of the Mutual Release Agreement). Since the former will result in a loss, it is recognized as an impairment charge of $25.3 million in 2020. The pre -tax -to-date Impairment of Long-Lived Assets In accordance with ASC 360, Property, Plant and Equipment For purposes of testing for an impairment loss, a long -lived There were no triggering events related to Aria’s projects in the period ended September 14, 2021. Other Noncurrent Assets The other noncurrent assets represents long -term Debt Origination Costs Debt origination costs were incurred in connection with various legal, consulting, and financial costs associated with debt financing and are reported net of accumulated amortization. These charges are being amortized over the term of the related debt agreements using the effective interest rate and are recorded as a reduction to long -term Equity Method Investments Aria’s investments in joint ventures are reported under the equity method. Under this method, Aria records its proportional share of its income or losses of joint ventures as equity investment income, net in the consolidated statements of operations. Derivative Instruments Aria applies the provisions of ASC 815, Derivatives and Hedging Asset Retirement Obligations Asset retirement obligations (“AROs”) associated with long -lived -lived Postretirement Obligations Postretirement benefits amounts recognized in consolidated financial statements are determined on an actuarial basis. Aria obtains an independent actuary valuation of its postretirement obligation annually as of December 31. To calculate the present value of plan liabilities, the discount rate needs to be determined which is an estimate of the interest rate at which the retirement benefits could be effectively settled. The discount rate is determined using the average effective rate derived through matching of projected benefit payments with the discount rate curve published by Citigroup as of each reporting date. See Note 8 for further disclosures on postretirement obligations. Other Long-Term Liabilities Other long -term -out -out Comprehensive (Loss) Income Comprehensive (loss) income consists of net (loss) income and other comprehensive (loss) income. Other comprehensive (loss) income includes certain changes in assets and liabilities recognized directly to equity, such as actuarial gains/losses on Aria’s postretirement plan. Income Taxes Aria Energy LLC is a limited liability company treated as a pass -through One of Aria Energy LLC’s subsidiaries is treated as a corporation for U.S. federal and applicable state income tax purposes. Income taxes of this subsidiary are accounted for under the asset and liability method. This entity has reported tax losses since inception; therefore there continues to be a full valuation allowance at September 14, 2021 and December 31, 2020 recorded against its net deferred tax asset. The entity has recorded no income tax expense for the year -to-date Concentration of Credit Risk Financial instruments which potentially subject Aria to concentrations of credit risk consist primarily of accounts receivable. Certain accounts receivable are concentrated within entities engaged in the energy industry. These industry concentrations may impact Aria’s overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic, industry or other conditions. Receivables and other contractual arrangements are subject to collateral requirements under the terms of enabling agreements. However, Aria believes that the credit risk posed by industry concentration is offset by the creditworthiness of its customer base. Cost of Energy Cost of energy consists primarily of labor, parts, and outside services required to operate and maintain owned project facilities, electricity consumed in the process of gas production, the transportation of gas or transmission of electricity to the delivery point, and royalty payments to landfill owners as stipulated in the gas rights agreements. Fair Value Measurements Fair value is the price at which an asset could be exchanged or a liability transferred in an orderly transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or derived from such prices. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The framework for establishing fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value. Aria employs varying methods and assumptions in estimating the fair value of each class of financial instruments for which it is practicable to estimate fair value. For cash and cash equivalents, accounts receivable and trade accounts payables, the carrying amounts approximate fair value due to the short maturity of these instruments. For long -term In accordance with ASC 820, Fair Value Measurement In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset. In instances whereby inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. Aria’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Standards | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Recently Issued and Adopted Accounting Standards [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), Upon adoption of Topic 842 as of January 1, 2022, the Company recognized $5.1 million of right -of-use 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 -04 -Bank 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 -08 -08 | NOTE 3 — Recently Issued and Adopted Accounting Standards In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016 -02 Leases (Topic 842), -02 Upon adoption of Topic 842 as of January 1, 2022, the Company recognized approximately $7 million of ROU assets and lease liabilities on its Consolidated Balance Sheet related to operating leases existing on the adoption date. The adoption of Topic 842 did not have a material impact on the Company’s Consolidated Statement of Operations or Consolidated Statement of Cash Flows. In December 2019, the FASB issued ASU No. 2019 -12 Income Taxes -period -up -12 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 -04 -Bank |
Business Combinations and Rever
Business Combinations and Reverse Recapitalization | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combinations [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 -owned 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. | NOTE 4 — Business Combinations and Reverse Recapitalization On September 15, 2021, Archaea consummated the previously announced Business Combinations with Aria and Legacy Archaea, as described in “Note 1 — Organization and Description of Business”. Reverse Recapitalization Legacy Archaea is considered the accounting acquirer of the Business Combinations because Legacy Archaea Holders have the largest portion of the voting power of the Company and Legacy Archaea’s senior management comprise the majority of the executive management of the Company. Additionally, the Legacy Archaea Holders appointed the majority of board members exclusive of the independent board members. The Archaea Merger represents a reverse merger and is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, RAC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Archaea Merger is treated as the equivalent of Legacy Archaea issuing shares for the net assets of RAC, accompanied by a recapitalization. The net assets of RAC were stated at historical cost, no goodwill or other intangible assets were recorded. The consideration paid in connection with the acquisition of Legacy Archaea consisted of 33,350,385 newly issued Class A Opco Units and 33,350,385 newly issued shares of Class B Common Stock. In the reverse recapitalization, the Company was deemed to have received $236.9 million in gross cash proceeds from RAC upon Closing. For accounting purposes, these cash proceeds were treated as the equivalent of proceeds for issuance of the following outstanding shares and warrants at the time of Closing: • • • In connection with the Business Combinations, the Company incurred approximately $40.5 million of equity issuance costs, mainly consisting of underwriting, legal, consulting, and other professional fees, which are recorded to additional paid -in PIPE Financing On April 7, 2021, in connection with its entry into the Business Combination Agreements, the Company entered into subscription agreements (each, an “Initial Subscription Agreement”) with certain investors (the “Initial PIPE Investors”) pursuant to which, among other things, the Initial PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Initial PIPE Investors, an aggregate of 30.0 million shares of the Company’s Class A Common Stock for an aggregate purchase price of $300.0 million ($10.00 per share), on the terms and subject to the conditions set forth therein (the “Initial PIPE Financing”). Additionally, on April 7, 2021, RAC, RAC Opco, Sponsor and Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (“Atlas”), entered into an Amendment to Forward Purchase Agreement (the “FPA Amendment”) pursuant to which the Forward Purchase Agreement, dated as of September 30, 2020 (the “Original FPA Agreement” and, together with the FPA Amendment, the “FPA”), by and among such parties was amended to provide that Atlas shall purchase a total of $20.0 million of Forward Purchase Securities and Forward Purchase Warrants (both as defined in the Original FPA Agreement). Atlas satisfied its obligation to purchase the Forward Purchase Securities by participating in the PIPE Financing, and upon consummation of the Business Combinations, Atlas also received 250,000 warrants (each exercisable for one share of Class A Common Stock at a price of $11.50). On September 13, 2021, due to the expectation that one of the Initial PIPE Investors would not be able to fulfill its $25.0 million commitment for 2.5 million shares ($10.00 per share) in the Initial PIPE Financing, the Company entered into additional subscription agreements (each, a “Follow -On -On -On -On -On -On On the Closing Date, gross consideration of $300 million was received under the PIPE Financing, including the proceeds under the FPA Amendment, in exchange for 29,166,667 Aria Merger Aria was acquired to complement Archaea’s existing RNG assets and for its operational expertise in the renewable gas industry. Aria was determined to be a VIE immediately prior to the Business Combination. As a result of the Business Combinations, the Company became the primary beneficiary of Aria. The Aria Closing Merger Consideration consisted of both cash consideration and consideration in the form of newly issued Class A Opco Units and newly issued shares of the Company’s Class B Common Stock. The cash component of the Aria Closing Merger Consideration paid upon Closing was $377.1 million paid to Aria Holders, subject to certain future adjustments set forth in the Aria Merger Agreement, and $91.1 million for repayment of Aria debt. The remainder of the Aria Closing Merger Consideration consisted of 23.0 million Class A Opco Units and 23.0 million shares of Class B Common Stock. Total consideration was determined to be as follows: (in thousands) At Class A Opco Units (and corresponding shares of Class B Common Stock) $ 394,910 Cash consideration 377,122 Repayment of Aria debt at Closing 91,115 Total purchase price consideration $ 863,147 The Aria Merger represented an acquisition of a business and was accounted for using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill. Certain data to complete the purchase price allocation is not yet available, including but not limited to final appraisals of certain assets acquired and liabilities assumed and tax calculations. The Company will finalize the purchase price allocation during the 12 -month (in thousands) As of September 15, 2021 Fair value of assets acquired Cash and cash equivalents $ 4,903 Account receivable, net 27,331 Inventory 9,015 Prepaid expenses and other current assets 3,834 Property, plant and equipment, net 126,463 Intangible assets, net 607,610 Equity method investments 243,128 Other non-current assets 861 Goodwill 26,457 Amount attributable to assets acquired $ 1,049,602 (in thousands) As of September 15, 2021 Fair value of liabilities assumed Accounts payable $ 2,760 Accrued and other current liabilities 26,496 Below-market contracts 146,990 Other long-term liabilities 10,209 Amount attributable to liabilities assumed 186,455 Net assets acquired 863,147 Total Aria Merger consideration $ 863,147 The goodwill is primarily attributable to the expected synergies Archaea believes will be created as a result of the combined companies, the ability to enhance Aria’s current RNG production facilities, and the ability to convert certain of Aria’s electricity production facilities to RNG production facilities. We expect a majority, if not all of the goodwill, to be assigned to the RNG reporting unit upon finalizing the purchase price allocation. Due to the existence of cumulative losses, no deferred taxes are recorded for the Aria merger transaction. Intangible assets/(below -market (in thousands, excluding weighted average amortization period in years) As of September 15, 2021 Weighted Average Amortization Period Biogas rights agreements $ 565,300 20 Electricity off-take agreements 23,400 12 Operations and maintenance contracts 8,620 15 RNG purchase contract 10,290 1 Gas off-take agreement liabilities $ (146,990 ) 11 Revenues of $54.3 million and net income of $19.8 million related to results of Aria for the period from the Closing of the Business Combinations through December 31, 2021 are included in the consolidated statement of operations for the year ended December 31 2021. The Company recognized transaction costs of $3.0 million during the year ended December 31, 2021 related to the Business Combinations. Unaudited Pro Forma Operating Results The following unaudited pro forma combined financial information has been prepared as if the Aria Merger and other related transactions had taken place on January 1, 2020. The information reflects pro forma adjustments based on certain assumptions that the Company believes are reasonable, including depreciation of the Company’s fair -value -market (in thousands) 2021 2020 Total revenues $ 205,758 $ 162,018 Net income (loss) $ (77,449 ) $ (49,730 ) Lock-up Agreements Pursuant to the terms of the Stockholders Agreement, dated as of September 15, 2021, by and among RAC, Opco, Archaea Borrower, the Sponsor and certain stockholders of the Company (the “Stockholders Agreement”), the Company Holders (as defined in the Stockholders Agreement) were granted certain customary registration rights. Also, the Aria Holders (as defined in the Stockholders Agreement) are subject to a 180 -day -up -up -year -year -year th The lock -up -up -up Predecessor Financial Statements Archaea determined that Aria is the predecessor to the Company due to the relative fair values of the Company and legacy operations Aria had compared to Archaea. As such, we have included Aria’s consolidated statements of operations for the period from January 1 to September 14, 2021, and the year ended December 31, 2020, and the consolidated balance sheets as of September 14, 2021 and December 31, 2020 following the Notes to the Company’s Consolidated Financial Statements for comparative purposes. Gulf Coast Environmental Systems On January 14, 2020, Legacy Archaea entered into a Membership Interest and Loan Purchase Agreement with NEI Ventures, LLC (“NEI”). Pursuant to this agreement, Legacy Archaea purchased 51% of the Class A membership interests of GCES for consideration of $0.5 million. Additionally, Legacy Archaea purchased a loan receivable held by Noble which was due from GCES for consideration of approximately $0.7 million. In February 2020, Legacy Archaea obtained additional Class A interests in consideration of waiving certain receivables, and thereby increased its GCES ownership to 72%. The Company acquired additional Class A interests in October 2021 and December 2021 and, as of December 31, 2021, the Company has 100% ownership of GCES. The January 14, 2020 acquisition of GCES was accounted for using the acquisition method, whereby all of the assets acquired, liabilities assumed and noncontrolling interests were recognized at their estimated fair value on the acquisition date, with the excess of the purchase price over the estimated fair value recorded as goodwill. The Company recorded goodwill of approximately $2.7 million. |
Revenues
Revenues | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 Six Months Ended (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) 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 -to-cost -term Contract assets and liabilities consisted of the following as of June 30, 2022 and December 31, 2021: (in thousands) June 30, December 31, 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 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 -quantity (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 | NOTE 5 — Revenues Revenue by Product Type The following table disaggregates revenue by significant product type for the year ended December 31, 2021 and 2020: (in thousands) 2021 2020 RNG, including RINs and LCFSs $ 44,815 $ — Gas O&M service 386 — Power, including RECs 21,502 — Electric O&M service 1,070 — Equipment and associated services 5,817 6,523 Other 98 — Total $ 73,688 $ 6,523 Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from equipment sales projects when revenues recognized under the cost -to-cost -to-cost -term Contract assets and liabilities consisted of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 Contract assets (included in Prepaid expenses and other current assets) $ 87 $ 48 Contract liabilities (included in Accrued and other current liabilities) $ (505 ) $ (1,423 ) The change in contract liabilities during year ended December 31, 2021 was primarily due to $1.4 million of revenue recognized that was included in contract liabilities at December 31, 2020, partially offset by an increase in new equipment sales billings in advance of revenue recognition. Transaction Price Allocated to Remaining Unsatisfied Performance Obligations Remaining unsatisfied performance obligations as of December 31, 2021 relate to certain of the Company’s RNG, RIN, and REC contracts. The Company applies the optional exemptions in ASC 606 and does not disclose consideration for remaining performance obligations with an original expected duration of one year or less or for variable consideration related to unsatisfied performance obligations. Firm contracts for fixed -price -quantity (in thousands) 2022 – 2023 $ 118,362 2024 – 2025 123,992 2026 – 2027 128,826 2028 – 2029 118,116 2030 – 2031 119,115 Thereafter 416,779 Total $ 1,025,189 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 14, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
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, December 31, 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) -lead | NOTE 7 — Property, Plant and Equipment Property, plant and equipment consist of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 Machinery and equipment $ 285,718 $ 376 Buildings and improvements 16,039 88 Furniture and fixtures 1,176 13 Construction in progress 55,039 51,927 Land 246 1 Total cost 358,218 52,405 Less accumulated depreciation (7,635 ) (37 ) Property, plant and equipment, net $ 350,583 $ 52,368 | |
Aria Energy LLC [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment | NOTE 3 Property, Plant and Equipment — Predecessor Property, plant and equipment are summarized as follows: (in thousands) September 14, 2021 December 31, 2020 Buildings $ 25,391 $ 25,186 Machinery and equipment 167,935 166,191 Furniture and fixtures 1,154 1,154 Construction in progress 1,799 1,366 Total cost 196,279 193,897 Accumulated depreciation (132,450 ) (123,138 ) Net property, plant and equipment $ 63,829 $ 70,759 |
Equity Method Investments
Equity Method Investments | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | |
Equity Method Investments [Line Items] | ||||
Equity Method Investments | NOTE 7 — Equity Method Investments As a result of the Aria Merger, the Company holds 50% interest in two joint ventures, Mavrix, 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 -out -out -out -out -out -out The summarized financial information for the Mavrix and SGP equity method investments is as follows: (in thousands) June 30, December 31, 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 Six Months 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 In addition, the Company also owns several smaller investments accounted for using the equity method of accounting totaling $7.1 million as of both June 30, 2022 and December 31, 2021. | NOTE 8 — Equity Method Investments As a result of the Aria Merger, the Company holds 50% interest in two joint ventures, Mavrix and Sunshine Gas Producers, LLC. (“SGP”), which are accounted for using the equity method due to the joint control by both the Company and unrelated parties with ownership interest in each entity. Under the terms of the original Mavrix, LLC Contribution Agreement dated September 30, 2017, the Company is required to make an earn -out -out -out -out -out -out The summarized financial information for the Mavrix and SGP equity method investments following the Business Combinations is as follows: (in thousands) December 31, Assets $ 203,864 Liabilities 15,477 Net assets $ 188,387 Company’s share of equity in net assets $ 94,194 (in thousands) Year Ended Total revenues $ 34,958 Net income $ 16,433 Company’s share of net income $ 8,217 The Company’s carrying values of the Mavrix and SGP investments also include basis differences totaling $154.0 million as of December 31, 2021 as a result of the fair value measurements recorded in the Aria Merger. Amortization of the basis differences reduced equity investment income by $3.1 million for the year ended December 31, 2021. As of December 31, 2021, the Company’s interest in Mavrix’s and SGP’s undistributed earnings was $0.3 million and zero, respectively. On December 30, 2021 the Company entered into a joint venture with a large waste management company. The Company contributed $7.5 million in cash into a newly created entity, Saturn Renewables LLC (“Saturn”), in exchange for a 50% interest. Concurrent with the closing, Saturn acquired existing gas rights at two locations along with an existing non -operating -term In addition, the Company also owns several smaller investments accounted for using the equity method of accounting totaling $7.1 million as of December 31, 2021. | ||
Aria Energy LLC [Member] | ||||
Equity Method Investments [Line Items] | ||||
Equity Method Investments | NOTE 3 — 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 -out -out -out -out -out -term Summary information on the equity method investments is as follows: (in thousands) June 30, Assets $ 186,521 Liabilities 14,862 Net assets $ 171,659 Aria’s share of equity in net assets $ 85,299 (in thousands) Three Months Six Months Revenue $ 29,303 $ 52,902 Net income $ 13,907 $ 25,275 Aria’s share of net income $ 7,469 $ 13,325 | NOTE 5 Equity Method Investments — Predecessor Aria holds 50% interests in two joint ventures accounted for using the equity method — Mavrix and Sunshine Gas Producers, LLC. Prior to the sale of LESPH in June 2021, Aria also held 50% interests in the following four joint ventures: Riverview Energy Systems, LLC, Adrian Energy Systems, LLC, Salem Energy Systems, LLC, and Salt Lake Energy Systems LLC. See Held for Sale section in Note 2 for more discussion on the sale of LESPH. Under the terms of the Mavrix LLC Contribution Agreement dated September 30, 2017, Aria is required to make an earn -out -out -out -out -out -out -term Summary information on the equity method investments is as follows: (in thousands) December 31, 2020 Assets $ 171,288 Liabilities 13,570 Net assets $ 157,718 Aria’s share of equity in net assets 77,993 (in thousands) January 1 to Year Ended Revenue $ 78,125 $ 60,459 Net income $ 38,512 $ 18,801 Aria’s share of net income $ 19,777 $ 9,298 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 Intangible assets consist of the following as of June 30, 2022 and December 31, 2021: June 30, 2022 (in thousands) Gross Accumulated 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 December 31, 2021 (in thousands) Gross Accumulated 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 approximately $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 -term June 30, 2022 Gross Accumulated Amortization Net Gas off-take agreements $ 146,990 $ 11,780 $ 135,210 December 31, 2021 Gross Accumulated Amortization Net Gas off-take agreements $ 146,990 $ 4,360 $ 142,630 The below -market | NOTE 9 — Goodwill and Intangible Assets Goodwill At December 31, 2021, the Company had $29.2 million of goodwill, all of which is allocated to the RNG segment. The goodwill is primarily associated with the acquisition of Aria in the Business Combinations. As a result of the annual impairment test performed as of October 1, 2021, the Company determined that there were no indications of impairment related to the RNG segment’s goodwill. No impairment of goodwill was recorded during the years ended December 31, 2021 and 2020. Intangible Assets Intangible assets consist of biogas rights agreements, off -take Intangible assets consist of the following as of December 31, 2021 and 2020: (in thousands) 2021 Gross Carrying Amount Accumulated Amortization Net Biogas rights agreements $ 603,868 $ 8,237 $ 595,631 Electricity off-take agreements 26,511 749 25,762 Operations and maintenance contracts 8,620 173 8,447 RNG purchase contract 10,290 1,959 8,331 Customer relationships 350 140 210 Trade names 150 60 90 Total $ 649,789 $ 11,318 $ 638,471 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Net Biogas rights agreements $ 8,293 $ — $ 8,293 Customer relationships 350 70 280 Trade names 150 30 120 Total $ 8,793 $ 100 $ 8,693 Total amortization expense was approximately $9.3 million and $0.1 million for the year ended December 31, 2021 and 2020, respectively, excluding the $2.0 million of amortization of the RNG purchase contract for the year ended December 31, 2021 that is amortized to cost of energy. Estimated future amortization expense, including amortization classified as cost of energy expense, for years ended December 31 is as follows: (in thousands) 2022 $ 39,539 2023 35,521 2024 33,729 2025 33,629 2026 33,533 Thereafter 462,520 Total $ 638,471 Below-Market Contracts As a result of the Aria Merger, the Company assumed certain fixed -price -term Gross Accumulated Amortization Net Gas off-take agreements $ 146,990 $ 4,360 $ 142,630 The below -market |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accrued and Other Current Liabilities [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, December 31, 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 | NOTE 12 — Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 Accrued expenses $ 16,638 $ 5,957 Accrued capital expenditures 16,609 — Derivative liabilities 771 — Payroll and related costs 7,683 — Accrued interest 738 590 Contract liabilities 505 1,423 Other current liabilities 3,335 300 Total $ 46,279 $ 8,270 |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Long-Term Debt [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, 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 (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 | NOTE 11 — Debt The Company’s outstanding debt consists of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 New Credit Agreement – Term Loan $ 218,625 $ — Wilmington Trust – 4.47% Term Note 60,828 — Wilmington Trust – 3.75% Term Note 72,542 — Comerica Bank – Specific Advance Facility Note — 4,320 Comerica Term Loan — 12,000 Kubota Corporation – Term Notes — 46 351,995 16,366 Less unamortized debt issuance costs (9,221 ) (291 ) Long-term debt less debt issuance costs 342,774 16,075 Less current maturities, net (11,378 ) (1,302 ) Total long-term debt $ 331,396 $ 14,773 Scheduled future maturities of long -term (in thousands) 2022 $ 12,752 2023 17,108 2024 17,371 2025 17,598 2026 185,607 Thereafter 101,559 Total $ 351,995 Fair Value of Debt The Company estimates the fair value of fixed -rate New Credit Facilities On the Closing Date and upon consummation of the Business Combinations, Archaea Energy Operating LLC, a Delaware limited liability company (f/k/a LFG Buyer Co, LLC) (“Archaea Borrower”), entered into a $470 million Revolving Credit and Term Loan Agreement (the “New Credit Agreement”) with a syndicate of lenders co -arranged The maturity date of the New Credit Agreement is the last to occur of (i) September 15, 2026, (ii) the date on which the commitments under the Revolver shall terminate in accordance with the New Credit Agreement (subject to any extensions, as applicable) and (iii) the date on which the commitments under the Term Loan shall terminate in accordance with the New Credit Agreement (subject to any extensions, as applicable). Interest on the Facilities is at a floating rate based on LIBOR, with a LIBOR floor of 0.00%, or the administrative agent’s prime rate, at Archaea Borrower’s election, plus a tiered rate of 1.75% to 3.25% based on the applicable rate and type of loan. The New Credit Agreement is secured by liens on substantially all of the assets of Archaea Borrower and certain of its subsidiaries and a pledge of the equity interests of Archaea Borrower and certain of its subsidiaries. The New Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default typical for a financing of this type, including a consolidated total leverage ratio covenant and a fixed charge coverage ratio, tested quarterly commencing December 31, 2021. Assai Energy 3.75% and 4.47% Senior Secured Notes On January 15, 2021, Assai Energy, LLC (“Assai Energy”) entered into a senior secured note purchase agreement with certain investors for the purchase of $72.5 million in principal amount of 3.75% Senior Secured Notes (the “3.75% Notes”). Interest on the 3.75% Notes is payable quarterly in arrears, and the 3.75% Notes mature on September 30, 2031. On April 5, 2021, Assai Energy entered into an additional senior secured note purchase agreement with certain investors for the purchase of $60.8 million in principal amount of its 4.47% Senior Secured Notes (the “4.47% Notes” and, together with the 3.75% Notes, collectively the “Assai Notes”). Interest is payable quarterly in arrears, and the 4.47% Notes mature on September 30, 2041. As of December 31, 2021, Assai Energy received total proceeds of $133.4 million from the Assai Notes of which approximately $30.0 million was used to complete the acquisition of PEI. The remaining proceeds are expected to be used to fund the continued development of the Assai production facility. Wilmington Trust, National Association is the collateral agent for the secured parties for the Assai Notes. The Assai Notes are secured by all Assai plant assets and plant revenues and a pledge of the equity interests of Assai Energy. Cash received from the Assai Notes is restricted for use on Assai related costs and cannot be used for general corporate purposes. Line of Credit The Company had a revolving line of credit agreement with Comerica Bank (“Comerica”) that provided for maximum borrowings of $8.0 million. The Company had no outstanding balance on the line of credit as of December 31, 2020, and the line of credit was paid off in full and terminated at the closing of the Business Combinations. Secured Promissory Notes On July 15 and July 26, 2021, Archaea Holdings LLC entered into several secured promissory notes with certain lenders, including related parties to the Company, in the aggregate principal amount of approximately $30.0 million, including promissory notes totaling approximately $16.5 million bearing interest at 20% per annum, and promissory notes totaling approximately $13.5 million bearing interest at 7.5% per annum. All unpaid principal and unpaid accrued interest of the foregoing promissory notes were due the earlier of (a) the one -year Boyd County Credit Agreement On November 10, 2020, Archaea Holdings, LLC (“Archaea Holdings”) and Big Run Power Producers, LLC (“BRPP”), both wholly -owned Pursuant to the Boyd County Credit Agreement, Comerica made available to the borrowers a $5.0 million secured specific advance facility loan (the “SAF Loan”) and a $12.0 million secured term loan (the “Comerica Term Loan”). The SAF Loan and the Comerica Term Loan bear interest at LIBOR plus 4.5%. In addition to the Comerica Term Loan and the SAF Loan, Comerica has also made available to the borrowers a corporate credit card program with a credit limit of $3.5 million for use by the borrowers in connection with the operation of the business. As of December 31, 2021 and December 31, 2020, the Company received total proceeds under the SAF Loan and Comerica Term Loan of approximately $17.0 million and approximately $16.3 million, respectively. The Boyd County Credit Agreement, including the SAF Loan and the Comerica Term Loan, was repaid in full at the closing of the Business Combinations. Noble Environmental, Inc., a related party of Archaea, guaranteed Archaea Holding’s and BRPP’s obligations under the Boyd County Credit Agreement (the “Noble Guaranty”). In consideration of Noble furnishing the Noble Guaranty, Noble required that Archaea Holdings and BRPP incur a guaranty fee. The guaranty fee is accrued on the face value of the guaranteed obligation, which shall accrue interest at a 20% interest rate subject to adjustments. The guaranty fee was evidenced by a promissory note dated November 10, 2020 made by Archaea Holding and BRPP payable to Noble Environmental Inc. (the “Noble Note”). The Noble Note aggregate balance of $3.2 million was repaid in full at the closing of the Business Combinations. Paycheck Protection Program Loan During 2020, the Company received a $0.2 million loan and GCES received a $0.5 million loan from the Small Business Administration (“SBA”) as provided for under the Paycheck Protection Program (“Program”) established in accordance with the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) signed into law on March 27, 2020. The Company utilized the loan proceeds in accordance with established Program guidelines which would result in forgiveness of the full amount of the loan. The forgiveness of the loan resulted in no interest being charged to the Company. In March 2021, the Company had received notification from the lending institution that the full amount of the loan had been forgiven, and the proceeds were recorded in other income in the first quarter of 2021. The amount of the proceeds received under this loan at December 31, 2020 was reflected in the accompanying balance sheets as other long -term In December 2020, GCES had received notification from the lending institution that the full amount of the loan had been forgiven, and the proceeds were recorded in other income in the fourth quarter of 2020. |
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 eleven Leases 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 -lease Operating lease expense is generally recognized on a straight -line -term The Company also entered into a related -party -party -party Supplemental information related to the Company’s ROU assets and related operating lease liabilities were as follows: (in thousands) Six Months Ended 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 | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 12 — Commitments and Contingencies Commitments The Company has various long -term 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. | NOTE 10 — Commitments Operating Leases The Company has entered into warehouse, facility, and various office leases with third parties for periods ranging from one eleven The Company also entered into a related -party -party For the years ended December 31, 2021 and 2020, the Company recognized rent expense of $0.4 million and $0.2 million, respectively. As of December 31, 2021, future minimum lease payments under the Company’s non -cancellable (in thousands) 2022 $ 1,465 2023 1,893 2024 1,831 2025 1,843 2026 1,875 Thereafter 12,448 Total future minimum lease payments $ 21,355 Other Commitments The Company has various long -term |
Derivative Instruments
Derivative Instruments | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | |
Derivative Instruments [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 The fair value of the Private Placement Warrants is estimated using the Black -Scholes The Company used the following assumptions to estimate the fair value of the Private Placement Warrants: June 30, 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, 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 Six Months Ended (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 $ — | NOTE 13 — Derivative Instruments Warrant Liabilities The Public Warrants, Forward Purchase Warrants, and Private Placement Warrants contain exercise and settlement features that preclude them from being classified within in shareholders’ equity, and therefore are recognized as derivative liabilities. The Company recognizes these warrant instruments as liabilities at fair value with changes in fair value included within other income (loss) in the Company’s consolidated statements of operations. Derivative warrant liabilities are classified as non -current The warrants contained a feature that if the last sale price of the Class A Common Stock equals or exceeds $10.00 per share on the last trading day before the notice of redemption is sent to the warrant holders, the Company may redeem the Redeemable Warrants for cash at a price of $0.10 per warrant. During the 30 -day If the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 -trading In November 2021, the $18.00 trigger was met, and the Company issued a redemption notice to the holders of our Redeemable Warrants stating the Company would redeem all of our Redeemable Warrants to purchase shares of our Class A Common Stock, that remain outstanding at 5:00 p.m., New York City time, on December 6, 2021 for a redemption price of $0.10 per Warrant. The Public Warrants were issued under the Warrant Agreement, dated October 21, 2020, by and among the Company, LFG Acquisition Holdings LLC and Continental Stock Transfer & Trust Company, as warrant agent, as part of the units sold in the IPO. The Forward Purchase Warrants were issued to Atlas Point Energy Infrastructure Fund, LLC in a private placement simultaneously with the consummation of Business Combinations. During the redemption period, 9,114,403 Public Warrants and all 250,000 Forward Purchase Warrants were exercised for cash at an exercise price of $11.50 per share of Class A Common Stock, generating a total proceeds of $107.7 million to the Company. Additionally, 2,724,515 Public Warrants were exercised on a cashless basis in exchange for an aggregate of 983,520 To minimize dilution to its existing stockholders as a result of the warrant exercises, the Company used cash proceeds received from exercises of Redeemable Warrants to repurchase 6,101,449 -negotiated The Private Placement Warrants remain outstanding as of December 31, 2021, and each is exercisable to purchase one share of Class A Common Stock or, in certain circumstances, one Class A Opco Unit and corresponding share of Class B Common Stock. The Private Placement Warrants expire on September 15, 2026, or earlier upon redemption or liquidation. Private Placement Warrants are nonredeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. There were no Private Placement Warrants transfers as of December 31, 2021. Prior to their exercise, the fair value of the Redeemable Warrants was based on observable listed prices on the NYSE for such warrants (a Level 1 measurement). The fair value of the Private Placement Warrants is estimated using the Black -Scholes The Company used the following assumptions to estimate the fair value of the Private Placement Warrants: As of September 15, 2021 at December 31, 2021 Stock price $ 18.05 $ 18.28 Exercise price $ 11.50 $ 11.50 Volatility 45.8 % 46.0 % Expected term (years) 5.0 4.7 Risk-free interest rate 0.79 % 1.21 % The change in the fair value of the warrant liabilities is recognized in gain (loss) on derivative contracts in the consolidated statement of operations. The changes in the Redeemable Warrants and Private Placement Warrants liabilities through December 31, 2021 are as follows: (in thousands) Warrant liabilities as of September 15, 2021 (Closing Date) $ 150,153 Change in fair value 3,015 Less fair value of warrants exercised or redeemed (85,878 ) Warrant liabilities as of December 31, 2021 $ 67,290 Natural Gas Swap In conjunction with the Business Combinations, the Company assumed a natural gas variable to fixed priced swap agreement entered into by Aria. The Company is the fixed price payer under the swap agreement that provides for monthly net settlements thorough the termination date of June 30, 2023. The agreement was intended to manage the risk associated with changing commodity prices. The agreement has a remaining notional of 327,600 MMBtu as of December 31, 2021. The Company received cash payments of $0.1 million for the natural gas swap for the period from the Closing Date through December 31, 2021. Changes in the fair values and realized gains (losses) for the natural gas swap are recognized in gain (loss) on derivative contracts in the consolidated statement of operations. Valuation of the natural gas swap was calculated by discounting future net cash flows that were based on a forward price curve for natural gas over the remaining life of the contract (a Level 2 measurement), with an adjustment for each counterparty’s credit rate risk. Interest Rate Swap In December 2021, the Company entered into an interest rate swap that locks in payments of a fixed interest rate of 1.094% in exchange for a floating interest rate that resets monthly based on LIBOR. The interest rate swap was not designated as a hedging instrument, and net gains and losses are recognized currently in gain (loss) on derivative contracts. The interest rate swap notional begins at $109.3 million and declines over the term of the swap ending at $94.9 million as of the December 2024 contract termination date. The following summarizes the balance sheet classification and fair value of the Company’s derivative instruments as of December 31, 2021 and 2020 : (in thousands) 2021 2020 Other non-current assets Interest rate swap asset $ 439 $ — Total derivative assets $ 439 $ — Accrued and other current liabilities Natural gas swap liability $ 44 $ — Interest rate swap liability 727 — Derivative liabilities Natural gas swap liability 134 — Warrant liabilities 67,290 — Total derivative liabilities $ 68,195 $ — The following table summarizes the income statement effect of gains and losses related to derivative instruments for the years ended December 31, 2021 and 2020: (in thousands) 2021 2020 Gain (loss) on natural gas swap contract $ (424 ) $ — Gain (loss) on warrant liabilities (3,015 ) — Gain (loss) on interest rate swap contract (288 ) — Total $ (3,727 ) $ — | ||
Aria Energy LLC [Member] | ||||
Derivative Instruments [Abstract] | ||||
Derivative Instruments | NOTE 4 — 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 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 (in thousands) Three Months Six Months Natural gas swap – unrealized gain (loss) $ 446 $ 556 | NOTE 7 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 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 (in thousands) September 14, 2021 December 31, 2020 Natural gas swap asset – included in other noncurrent assets $ 326 $ — Natural gas swap liability – included in derivative liabilities — (1,268 ) (in thousands) January 1 to Year Ended Natural gas swap – unrealized gain (loss) $ 1,129 $ (40 ) Interest rate cap – unrealized loss — (95 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 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 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 Fair Values — Nonrecurring The fair value measurements of goodwill, assets acquired and liabilities assumed, including below -market There were no transfers between fair value hierarchy levels for the six months ended June 30, 2022 and the year ended December 31, 2021. | NOTE 15 — Fair Value Measurements Fair Values — Recurring The Company’s Public Warrants and Private Placement Warrants were assumed in connection with the Business Combinations and are accounted for as liabilities carried at fair value prior to their exercise. The fair value of the Public Warrants was based on observable listed prices on the NYSE. Therefore, the Company designated the Public Warrant liabilities as Level 1 financial liabilities prior to their exercise. The fair value of the Private Placement Warrants is determined using the Black -Scholes The Company has a natural gas variable to fixed -priced -standard The Company entered into an interest rate swap in December 2021, that locks in a fixed interest rate of 1.094% in exchange for a floating interest rate that resets monthly based on LIBOR, and net gains and losses are recognized currently in gain (loss) on derivative contracts. The fair value of the Company’s interest rate swap is measured using observable benchmark rates at commonly quoted intervals for the term of interest rate swap contracts, which is considered a Level 2 measurement. There were no outstanding derivative instruments as of December 31, 2020. The following table summarizes the outstanding derivative instruments and the fair value hierarchy for the Company’s derivative assets and liabilities that are required to be measured at fair value on a recurring basis: (in thousands) Level 1 Level 2 Level 3 Total December 31, 2021 Assets Interest rate swap $ — $ 439 $ — $ 439 Liabilities Private Placement Warrant liabilities $ — $ — $ 67,290 $ 67,290 Natural gas swap — 178 — 178 Interest rate swap — 727 — 727 Financial Instruments Fair Value As of December 31, 2021 and 2020, the fair value of other financial instruments including cash and cash equivalents, prepaid expenses, accounts payable, and accrued and deferred expenses approximate the carrying values because of the short -term Fair Values — Nonrecurring The Company applies the provisions of the fair value measurement standard on a nonrecurring basis to non -financial -market The fair value measurements of goodwill, assets acquired and liabilities assumed, including below -market The fair value of the asset retirement obligations is measured using expected cash outflows associated with the ARO, adjusted for inflation and discounted at our credit -adjusted -free There were no transfers between fair value hierarchy levels for the years ended December 31, 2021 and 2020. |
Nonredeemable and Redeemable No
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity Description [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 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 Class B 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 | NOTE 16 — Redeemable Noncontrolling Interest and Stockholders’ Equity Redeemable Noncontrolling Interest The redeemable noncontrolling interest relates to Class A Opco Units, including units issued in connection with the Business Combinations and units owned by the Sponsor, Atlas or Company directors. As of December 31, 2021, the Company directly owned approximately 54.5% of the interest in Opco and the redeemable noncontrolling interest was 45.5%. Holders of Class A Opco Units other than Archaea own an equal number of shares of Class B Common Stock and have a redemption right, subject to certain limitations, to redeem Class A Opco Units and a corresponding number of shares of Class B Common Stock for, at Opco’s option, (i) shares of Class A Common Stock on a one -for-one Stockholders’ Equity Preferred Stock The Company is authorized to issue 10.0 million shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2021 and 2020, no shares of preferred stock were issued or outstanding. Class A Common Stock and Class B Common Stock The Company is authorized to issue 900.0 million shares of Class A Common Stock with a par value of $0.0001 per share. The Company is authorized to issue 190.0 million shares of Class B Common Stock with a par value of $0.0001 per share. Class B Common Stock represents a non -economic The following is a summary of Class A Common Stock and Class B Common Stock activity for the year ended December 31, 2021: (in shares) Class A Class B Outstanding at beginning of period — — Reverse recapitalization and PIPE Financing 52,847,195 5,931,350 Issued to Legacy Archaea Holders — 23,000,000 Issued in Aria Merger — 33,350,385 Issued for warrant exercises 10,347,923 — Exchange of Class B Common Stock for Class A Common Stock 7,943,621 (7,943,621 ) Retirement of Class A Common Stock repurchased (6,101,449 ) — Issued for vested RSUs 84,910 — Outstanding at end of period 65,122,200 54,338,114 Voting Rights Holders of the Class A Common Stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters. Nonredeemable Noncontrolling Interest Noncontrolling interest included the portion of equity ownership in GCES that was not attributable to the unitholders of Opco. The remaining interest in GCES was acquired by Opco in December 2021. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 -based -date -based -date -date -line Restricted Stock Units In January 2022, the Company granted a total of 41,028 RSUs to non -employee one -year 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 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 The table below summarizes RSU activity for the six months ended June 30, 2022: RSUs Weighted- (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) 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 -based -based -based -based Performance-Based RSUs In April and May 2022, the Company granted a total of 364,117 performance -based -level three -year -based -based three -year Estimates of grant -date The fair value of the ATSR market -based -average 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 -average 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. | NOTE 17 — Share-Based Compensation In connection with Business Combinations, the Company adopted the 2021 Omnibus Incentive Plan (the “Plan”). The Company may grant restricted stock, RSUs, incentive and non -qualified -based -date -line Restricted Stock On December 29, 2021, the Company granted a total of 991,020 RSUs to certain employees, officers, and non -employee -employee For the year ended December 31, 2021 and 2020, the Company recognized $2.7 million and zero of share -based The table below summarizes RSUs activity for the year ended December 31, 2021: Restricted Weighted- Average (per share) Outstanding at December 31, 2020 — $ — Granted 991,020 $ 17.23 Vested (1) (140,000 ) $ 17.23 Forfeited — $ — Outstanding at December 31, 2021 851,020 $ 17.23 ____________ (1) Series A Incentive Plan Legacy Archaea adopted a Series A Incentive Plan in 2018 to provide economic incentives to select employees and other service providers in order to align their interests with equity holders of Legacy Archaea. The Series A unit awards were determined to be equity classified. These Series A unit awards were granted by, and for equity interest in, Archaea Energy LLC. As of December 31, 2020, there were 4,000 vested and 4,500 unvested Series A unit awards. Under the original terms of the awards, all unvested Series A units outstanding were vested upon Closing of Business Combinations. Series A Incentive Plan activities related to unvested units during the year ended December 31, 2021 were as follows: Series A Incentive Units Weighted- Average (per share) Outstanding at December 31, 2020 4,500 $ — Granted 1,500 $ 1,565.90 Forfeited (250 ) $ — Vested (5,750 ) $ 408.52 Outstanding at December 31, 2021 — $ — For the years ended December 31, 2021 and 2020, Legacy Archaea recognized compensation expense of $2.3 million and zero, respectively, related to Series A units awards. As a result of the Business Combinations, the Series A Incentive Plan is no longer applicable to the Company. |
Provision for Income Tax
Provision for Income Tax | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Provision for Income Tax [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 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 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 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 | NOTE 20 — Provision for Income Tax The components of income tax expense for the years ended December 31, 2021 and 2020 consisted of the following: (in thousands) 2021 2020 Current Federal $ — $ — State — — Deferred Federal — — State — — Income tax expense $ — $ — The Company recognized federal and state income tax expense of $0 million and $0 million during the years ended December 31, 2021 and 2020, respectively. The Company did not record a tax provision for the year ended December 31, 2020 primarily due to Archaea Energy LLC’s status as a pass -through A reconciliation of income tax expense from operations to the federal statutory rate for the years ended December 31, 2021 and 2020 is as follows: (in thousands) 2021 2020 Income (loss) before income taxes (all domestic) $ (30,921 ) $ (2,236 ) U.S. federal statutory tax rate 21 % 21 % Income taxes computed at federal statutory rate $ (6,493 ) $ (470 ) State and local taxes (183 ) 4 Income taxes computed at the federal statutory rate on net income (loss) from pass-through entities not attributable to Class A Common Stock 4,657 648 Change in valuation allowance 1,832 (80 ) PPP loan forgiveness – nontaxable — (102 ) Other 187 — Income tax expense $ — $ — The effective tax rates were 0% for the year ended December 31, 2021, and 0% for the year ended December 31, 2020. The difference between the Company’s effective tax rate for the year ended December 31, 2021, and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company’s net U.S. and State deferred tax assets, income (loss) from pass -through Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards. Significant items comprising the net deferred tax assets at December 31, 2021 and 2020 were: (in thousands) 2021 2020 Deferred tax assets Net operating loss carryforwards $ 3,430 $ 194 Investment in partnership (“Outside Basis Deferred Tax Asset”) (1) 51,799 — Other 110 46 55,339 240 Valuation allowance (55,224 ) (109 ) Deferred tax assets, net of valuation allowance 115 131 Deferred tax liabilities Depreciation — 47 Intangible assets 115 84 115 131 Net deferred tax asset $ — $ — ____________ (1) At December 31, 2021, Archaea Energy Inc. and certain subsidiaries had federal and state net operating loss carryforwards of approximately $15.1 million and $7.2 million, respectively, which will be able to offset future taxable income. The U.S. federal losses will be carried forward indefinitely. State net operating losses have carryover periods ranging from 10 years to unlimited periods. As of December 31, 2021, the Company determined it is not more likely than not the Company’s net deferred tax assets will be realized due to significant negative evidence such as cumulative losses and continues to maintain a full valuation allowance. The valuation allowance for the Company increased by $55.1 million in the year ended December 31, 2021, compared to a decrease of $0.1 million in the year ended December 31, 2020. The increase is related to the valuation allowance applied to deferred tax assets resulting from the Business Combinations, deferred tax assets relating to the acquisition of additional interests in Opco during the fourth quarter, and additional operating losses incurred during 2021. The Company and its subsidiaries file U.S. federal income tax returns and tax returns in various states. The Company is not under any material audits in any jurisdiction. There are no uncertain tax benefits recorded as of December 31, 2021 and 2020. On March 27, 2020, the CARES Act was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company analyzed the provisions of the CARES Act and determined there was no significant impact to its income tax for the year ended December 31, 2021. Future regulatory guidance under the CARES Act or additional legislation enacted by Congress could impact our tax provision in future periods. Additionally, the CARES Act is an economic emergency aid package to help mitigate the impact of the COVID -19 |
Net Earnings (Loss) Per Share
Net Earnings (Loss) Per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Earnings (Loss) Per Share | NOTE 18 — Net Earnings (Loss) Per Share The Archaea Merger was accounted for as a reverse recapitalization and is treated as the equivalent of Legacy Archaea receiving proceeds for the issuance of the outstanding 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 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 Six Months Ended (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 (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 ) $ — For the three and six months ended June 30, 2022, weighted -average -dilutive | NOTE 21 — Net Earnings (Loss) Per Share The Archaea Merger was accounted for as a reverse recapitalization and is treated as the equivalent of Legacy Archaea receiving proceeds for the issuance of the outstanding Class A and Class B shares, as well as the warrants, of Rice Acquisition Corp. accompanied by a recapitalization. Therefore, Class A Common Stock is deemed to be outstanding beginning at the Closing due to the reverse recapitalization. The Company’s basic earnings per share (“EPS”) of Class A Common Stock is computed based on the average number of shares of Class A Common Stock outstanding for the period. Diluted EPS includes the effects of the Company’s outstanding RSUs and Public Warrants, Forward Purchase Warrants, and Private Placement Warrants, as appropriate prior to their exercise if applicable, unless the effects are anti -dilutive (in thousands, except per share amounts) 2021 2020 Net income (loss) attributable to Class A Common Stock $ (5,153 ) $ — Class A Common Stock Average number of shares outstanding – basic 56,466 — Average number of shares outstanding – diluted 56,466 — Net income (loss) per share of Class A Common Stock Basic and diluted $ (0.09 ) $ — The following potential common shares were excluded from diluted EPS in 2021 as the Company had a net loss for the year: 15,303,946 weighted -average -average |
Segment Information
Segment Information | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | |
Segment Information [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. The following summarizes selected financial information for the Company’s reporting segments: (in thousands) RNG Power Corporate and 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 (in thousands) RNG Power Corporate and Total 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 | NOTE 23 — Segment Information The Company’s two reporting segments for the years ended December 31, 2021 and 2020 are RNG and Power. The Company’s chief operating decision maker evaluates the performance of its segments based on operational measures including revenues, net income and EBITDA. The following summarizes selected financial information for the Company’s reporting segments: (in thousands) RNG Power Corporate Total Year ended December 31, 2021 Revenue $ 51,024 $ 20,285 $ 5,817 $ 77,126 Intersegment revenue — 872 (872 ) — Total revenue and other income 51,024 21,157 4,945 77,126 Equity investment income, net 5,042 641 (30 ) 5,653 Net income (loss) 17,362 (1,492 ) (46,791 ) (30,921 ) Interest expense 490 — 4,307 4,797 Depreciation, amortization and accretion 10,029 5,718 278 16,025 EBITDA $ 27,881 $ 4,226 $ (42,206 ) $ (10,099 ) December 31, 2021 Goodwill $ 29,211 $ — $ — $ 29,211 Year ended December 31, 2020 Revenue $ 34 $ — $ 6,489 6,523 Intersegment revenue — — — — Total revenue and other income 34 — 6,489 6,523 Equity investment income, net — — — — Net income (loss) (1,125 ) (11 ) (1,100 ) (2,236 ) Interest expense — — 20 20 Depreciation, amortization and accretion 3 — 134 137 EBITDA $ (1,122 ) $ (11 ) $ (946 ) $ (2,079 ) December 31, 2020 Goodwill $ 2,754 $ — $ — $ 2,754 Major Customers No single customer accounted for more than 10% of the Company’s revenues and other income in 2021 and 2020. | ||
Aria Energy LLC [Member] | ||||
Segment Information [Abstract] | ||||
Segment Information | NOTE 7 — 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 | NOTE 12 Segment Reporting — Predecessor January 1 to September 14, 2021 (in thousands) RNG Power Corporate Total Total revenue $ 82,338 $ 37,058 $ (1,807 ) $ 117,589 Net income (loss) 59,066 66,431 (40,977 ) 84,520 Depreciation, amortization and accretion 6,447 9,467 34 15,948 Interest expense — — 10,729 10,729 EBITDA $ 65,513 $ 75,898 $ (30,214 ) $ 111,197 Year ended December 31, 2020 (in thousands) RNG Power Corporate Total Total revenue $ 81,559 $ 57,322 $ — $ 138,881 Net income (loss) 30,459 (26,048 ) (34,334 ) (29,923 ) Depreciation, amortization and accretion 9,012 21,478 74 30,564 Interest expense — — 19,319 19,319 EBITDA $ 39,471 $ (4,570 ) $ (14,941 ) $ 19,960 |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | |
Related Party Transactions [Line Items] | ||||
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. | NOTE 24 — Related Party Transactions Engineering, Procurement and Construction Contract Assai Energy, LLC (a wholly owned subsidiary of the Company) entered into a construction service and project guarantee agreement with Noble Environmental Specialty Services, LLC (“NESS”) (a wholly owned subsidiary of Noble). NESS is responsible for constructing an RNG plant located at the Keystone Landfill, near Scranton, PA. The total contract price for the engineering, procurement and construction (“EPC”) contract is $19.9 million. As of December 31, 2021, the Company has paid a total of $17.9 million to NESS under the EPC contract. The Company also reimbursed NESS $5.8 million for costs outside the EPC related to the Assai project. This agreement is considered to be a related party transaction due to the owners of NESS also being certain employees of the Company. As of December 31, 2021, the Company had a related party balances with NESS including a payable of $1.5 million and a receivable of $0.2 million. O&M Contracts with Mavrix JV The Company provides O&M services to the Mavrix JV and recognized revenues of $0.4 million for the period from the Business Combinations thorough December 31, 2021. As of December 31, 2021, the Company had a related party balances with Mavrix including a payable of zero and a receivable of $0.4 million. | ||
Aria Energy LLC [Member] | ||||
Related Party Transactions [Line Items] | ||||
Related Party Transactions | NOTE 6 — 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 Six Months Sales of construction services $ — $ 24 Sales of operations and maintenance services $ 351 $ 746 Sales of administrative and other services $ 97 $ 195 | NOTE 11 — 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. As of December 31, 2020, the accounts receivable from joint venture partners balance was $0.3 million. The following is a summary of transactions with these related parties: (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Sales of construction services $ 32 $ 9,983 Sales of operations and maintenance services $ 1,215 $ 1,701 Sales of administrative and other services $ 221 $ 409 |
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. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | NOTE 6 — Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following as of December 31, 2021 and 2020: (in thousands) 2021 2020 Prepaid equipment and parts $ 6,578 $ — Prepaid royalties 5,119 1,255 Prepaid insurance 4,852 112 Other prepaid expenses 4,676 3,363 Total $ 21,225 $ 4,730 |
Asset Retirement Obligations
Asset Retirement Obligations | 8 Months Ended | 12 Months Ended |
Sep. 14, 2021 | Dec. 31, 2021 | |
Asset Retirement Obligations [Abstract] | ||
Asset Retirement Obligations | NOTE 14 — Asset Retirement Obligations The Company has asset retirement obligations (“ARO”) associated with the future environmental remediation responsibility to restore the land and remove biogas plants and related facilities within one year of the expiration of certain operating lease agreements. The fair value of the ARO is measured using expected cash outflows associated with the ARO, adjusted for inflation and discounted at our credit -adjusted -free -up -adjusted -free The following summarizes changes in the Company’s ARO liabilities for the years ended December 31, 2021 and 2020: (in thousands) 2021 2020 Balance at beginning of period $ 306 $ — Liabilities acquired (1) 3,580 — Liabilities incurred 706 306 Accretion expense 85 — Balance at end of period $ 4,677 $ 306 ____________ (1) | |
Aria Energy LLC [Member] | ||
Asset Retirement Obligations [Abstract] | ||
Asset Retirement Obligations | NOTE 10 Asset Retirement Obligations — Predecessor The following table presents the activity for the AROs for the periods ended September 14, 2021 and December 31, 2020: (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Balance at beginning of period $ 3,408 $ 6,536 Accretion expense 172 456 Revision to estimated cash flows — — Transfer to liabilities classified as held for sale — (3,584 ) Settlement of asset retirement obligation — — Balance at end of period $ 3,580 $ 3,408 Accretion expense represents the increase in asset retirement obligations over the remaining operational life of the asset and is recognized in depreciation, amortization and accretion. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Defined Contribution Plan [Abstract] | |
Employee Benefit Plans | NOTE 18 — Employee Benefit Plans 401(k) Plans The Company maintains two separate qualified tax deferred 401(k) plans that cover all employees who meet the one of 401(k) plan’s eligibility requirements. The Company matches up to 100% of each participant’s contribution up to a maximum of 5% of the participant’s eligible compensation. Postretirement Obligations Effective with the Business Combinations, the Company sponsors an unfunded defined benefit health care plan that provides postretirement medical benefits to certain legacy Aria full -time The following table sets forth changes in the plan’s benefit obligations: (in thousands) 2021 2020 Benefit obligation at beginning of year $ — $ — Addition due to Business Combinations 3,567 — Service cost 11 — Interest cost 27 — Net actuarial (gain) loss (917 ) — Net benefits paid (71 ) — Benefit obligation at end of year $ 2,617 $ — Amounts recognized in the consolidated balance sheets as of December 31, 2021 and 2020, consist of: (in thousands) 2021 2020 Accrued benefit liability $ 2,617 $ — Net periodic benefit cost recognized in the consolidated statements of comprehensive loss was as follows: (in thousands) 2021 2020 Service cost $ 11 $ — Interest cost 27 — Net actuarial (gain) loss (917 ) — Net periodic benefit cost $ (879 ) $ — The discount rate assumption for the net periodic benefit cost for 2021 was 2.62% and the discount rate assumption for the benefit obligation as of December 31, 2021 was 2.56%. Estimated future benefit payments for the next 10 years are as follows for the years ended December 31: (in thousands) 2022 $ 206 2023 162 2024 150 2025 142 2026 147 2027 to 2031 745 |
Risk and Uncertainties
Risk and Uncertainties | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Risk and Uncertainties | NOTE 19 — Risk and Uncertainties The Company maintains at a financial institution cash and cash equivalents that may periodically exceed federally insured limits. It is the opinion of management that the solvency of the financial institution is not of particular concern currently. As such, management believes the Company is not exposed to any significant credit risk related to cash and cash equivalents. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Loss Contingency [Abstract] | |
Contingencies | NOTE 22 — Contingencies Management has regular litigation reviews, including updates from corporate and outside counsel, to assess the need for accounting recognition or disclosure of contingencies. The Company accrues an undiscounted liability for contingencies where a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Company does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. The Company does not believe the ultimate outcome of any currently pending lawsuit will have a material adverse effect upon the Company’s financial statements, and the liability is believed to be only reasonably possible or remote. In July 2021, Legacy Archaea settled certain lawsuits on confidential terms with the lawsuits being dismissed with prejudice. |
Benefit Plans _ Predecessor
Benefit Plans — Predecessor | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Sep. 14, 2021 | |
Aria Energy LLC [Member] | ||
Benefit Plans — Predecessor [Line Items] | ||
Benefit Plans — Predecessor | NOTE 5 — 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 Postretirement Obligations Aria sponsors an unfunded defined benefit health care plan that provides postretirement medical benefits to certain full -time Net periodic benefit cost recognized in the consolidated statements of comprehensive income was as follows: (in thousands) Three Months Six Months 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 | NOTE 8 — Benefit Plans — Predecessor 401(k) Plan Aria maintains a qualified tax deferred 401(k) retirement plan (the Plan). Under the provisions of the Plan, substantially all employees meeting minimum age and service requirements are entitled to contribute on a before and after -tax Postretirement Obligations Aria sponsors an unfunded defined benefit health care plan that provides postretirement medical benefits to certain full -time The following table sets forth changes in the plan’s benefit obligations: (in thousands) January 1 to Year Ended Benefit obligation at beginning of year $ 3,750 $ 3,599 Service cost 27 49 Interest cost 64 103 Net actuarial loss (gain) (148 ) 144 Net benefits paid (72 ) (145 ) Benefit obligation at end of period $ 3,621 $ 3,750 Amounts recognized in the consolidated balance sheets consist of: (in thousands) September 14, 2021 December 31, 2020 Accrued benefit liability $ (3,621 ) $ (3,750 ) Unrecognized net actuarial loss 1,000 1,205 Unrecognized prior service benefit 136 144 Net amount recognized $ (2,485 ) $ (2,401 ) Net periodic benefit cost recognized in the consolidated statements of comprehensive income was as follows: (in thousands) January 1 to Year Ended Service cost $ 27 $ 49 Interest cost 64 103 Amortization of prior service cost 8 12 Recognition of net actuarial loss 57 87 Net periodic benefit cost $ 156 $ 251 Amounts recognized in other comprehensive loss consist of: (in thousands) January 1 to Year Ended Net actuarial (loss) gain $ 213 $ (45 ) |
Intangible Assets
Intangible Assets | 8 Months Ended |
Sep. 14, 2021 | |
Aria Energy LLC [Member] | |
Intangible Assets [Line Items] | |
Intangible Assets | NOTE 4 Intangible Assets — Predecessor Intangible assets consist of gas rights agreements, O&M contracts, power purchase, gas sales and gas purchase agreements that were created as a result of the allocation of the purchase price under business acquisitions based on the future value to Aria and amortized over their estimated useful lives. The gas rights agreements have various renewal terms in their underlying contracts that are factored into the useful lives when amortizing the intangible asset. Amortizable Intangible Assets September 14, 2021 (in thousands) Gross Carrying Accumulated Net Gas rights agreements $ 217,285 $ 109,436 $ 107,849 O&M contracts 3,500 2,652 848 Gas sales agreements 32,059 23,019 9,040 Total $ 252,844 $ 135,107 $ 117,737 December 31, 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gas rights agreements $ 217,285 $ 102,944 $ 114,341 O&M contracts 3,500 2,475 1,025 Gas sales agreements 32,059 20,503 11,556 Total $ 252,844 $ 125,922 $ 126,922 Details of the intangible assets are summarized below: (in thousands) Expense Type of Contract Amortization Line Item Remaining January 1 to Year Ended December 31, Gas rights Depreciation, amortization and accretion 4 to 16 years $ 6,493 $ 14,636 O&M contracts Amortization of intangibles and below-market contracts 5 years $ 178 $ 552 Gas sales Amortization of intangibles and below-market contracts 1 to 8 years $ 2,514 $ 3,566 Below-Market Contracts Due to business acquisitions and asset acquisitions, Aria previously acquired certain below -market September 14, 2021 (in thousands) Gross Accumulated Gas purchase agreements $ 19,828 $ 15,893 $ 3,935 December 31, 2020 (in thousands) Gross Accumulated Gas purchase agreements $ 19,828 $ 14,059 $ 5,769 Below -market |
Long-Term Debt
Long-Term Debt | 8 Months Ended |
Sep. 14, 2021 | |
Aria Energy LLC [Member] | |
Long-Term Debt [Line Items] | |
Long-Term Debt | NOTE 6 Long-Term Debt — Predecessor (in thousands) September 14, 2021 December 31, 2020 Notes payable – due October 7, 2020 $ 91,115 $ 102,831 Term Loan B – due May 2022 — 137,978 Debt origination costs (685 ) (1,385 ) Total 90,430 239,424 Less: current portion of debt, net 90,430 102,831 Long-term portion $ — $ 136,593 Notes Payable In October 2010, LESPH entered into a credit agreement with a syndicate of bank lenders that provided for a term note and a working capital commitment, which is described below. The term note, along with working capital commitment, is collateralized exclusively by the assets of LESPH, and is nonrecourse to Aria Energy LLC. In accordance with the associated credit agreement, the above notes payable were due October 7, 2020, but were unpaid as of December 31, 2020. Aria enacted a plan to sell LESPH in 2020. On March 1, 2021, Aria entered into a MIPA for the purpose of selling 100% of the membership interests in LESPH. In accordance with Section 4.02 of the MIPA, the Sellers obligations at closing include the execution of the Lender Release, as defined in the agreement, releasing of Liens and claims with respect to LESPH and its consolidated and non -consolidated The sale of LESPH occurred on June 10, 2021 and the extinguishment of the debt resulted in a gain being recorded equal to the difference between the reacquisition price and the net carrying amount of the debt of $122.6 million ($102.8 million in principal, $19.8 million in unpaid interest). This gain is classified as part of non -operating Senior Secured Credit Facility Revolver and Term Loan B Aria Energy LLC and certain subsidiaries (the “Borrowers”) entered into a senior secured credit facility that provides for a $200 million secured term loan maturing in May 2022, and a $40.2 million secured revolving credit facility, of which $40.0 million can be used for letters of credit. During 2020, the revolving credit maturity date was extended until November 24, 2021. The facility is secured by a first lien security interest in the assets of the Borrowers. Payments on the term loan were due in quarterly installments of $0.5 million that began on September 30, 2015 and continued until the debt was retired as part of the Business Combinations. |
Capital _ Predecessor
Capital — Predecessor | 8 Months Ended |
Sep. 14, 2021 | |
Aria Energy LLC [Member] | |
Capital Predecessor [Abstract] | |
Capital — Predecessor | NOTE 9 — Capital — Predecessor Aria had been authorized to issue three classes of membership units, consisting of Class A units, Class B units and Class C units. The Class A units and the Class B units have the voting interests — voting together as a single class. The Class C units have a nonvoting interest. The Class A units and the Class B units receive all distributions until set Internal Rate of Returns are reached. Aria had been authorized to issue an unlimited number of Class A units and Class B units and had the following units outstanding as of September 14, 2021 and December 31, 2020: (in thousands, except price per share) September 14, 2021 Price per share Class A Class B Class C $1.00 441,482 27,120 — $0.10 — — 9 $0.88 11,364 — — Total shares outstanding 452,846 27,120 9 (in thousands, except price per share) December 31, 2020 Price per share Class A Class B Class C $1.00 441,482 27,120 — $0.10 — — 9 $0.88 11,364 — — Total shares outstanding 452,846 27,120 9 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | |
Accounting Policies, by Policy (Policies) [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 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 | Basis of Presentation These consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the SEC. These financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the results for the periods presented. The Company’s accounting policies conform to GAAP and have been consistently applied in the presentation of financial statements. The Company’s consolidated financial statements include all wholly -owned 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 -69 | ||
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 All intercompany balances and transactions have been eliminated. | Principles of Consolidation The consolidated financial statements include the assets, liabilities and results of operations of the Company and its consolidated subsidiaries beginning on September 15, 2021, which includes approximately 3.5 months of the combined results of the businesses of Legacy Archaea and Aria as operated by the Company after the Business Combination for the year ended December 31, 2021. The consolidated assets, liabilities and results of operations prior to the September 15, 2021 reverse recapitalization are those of Legacy Archaea, the accounting acquirer. The Company has determined that Opco is a VIE and the Company is the primary beneficiary. Therefore, the Company consolidates Opco, and ownership interests of Opco not owned by the Company are reflected as redeemable noncontrolling interests due to certain features of the redemption right. See “Note 16 — Redeemable Noncontrolling Interest and Stockholders’ Equity.” Entities that are majority -owned 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. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as contingent assets and liabilities. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results may differ from the estimates and assumptions used in preparing the accompanying consolidated financial statements. | ||
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 Leases Revenue from Contracts with Customers . , | Revenue Recognition The Company generates revenues from the production and sales of RNG, Power, and associated Environmental Attributes, as well as the performance of other landfill energy O&M services. The Company also manufactures and sells customized pollution control equipment and performs associated maintenance agreement services. Based on requirements of GAAP, a portion of revenue is accounted for under ASC 840 — Leases Revenue from Contracts with Customers. , RNG The Company’s RNG production commenced in 2021 at its Boyd County facility and has expanded with the acquisition of Aria, which at the time of the Business Combinations owned and operated nine RNG facilities, and with the achievement of commercial operations at the Assai facility in December 2021. The Company has long -term off -take -term -take -take -term -based The Company also earns revenue by selling Environmental Attributes, including RINs and LCFS credits, which are generated when producing and selling RNG for use in certain transportation markets. These Environmental Attributes are able to be separated and sold independent from the RNG produced, therefore, no cost is allocated to the Environmental Attributes when they are generated. When the RNG and RIN are sold on a bundled basis under the same contract, revenue is recognized when the RNG is produced and the RNG and associated RIN are transferred to a third party. For RIN and LCFS sales that are under contracts independent from RNG sales, revenue is recognized when the RIN or LCFS is transferred to a third party. Power The Company’s Power production commenced in April 2021 following the acquisition of PEI and has expanded as a result of the acquisition of Aria, which at the time of the Business Combinations owned, and in most cases operated, twelve LFG to renewable electricity facilities, and the subsequent acquisition of four additional LFG to electricity facilities. A significant portion of the electricity generated is sold and delivered under the terms of PPAs or other contractual arrangements. Revenue is recognized based upon the amount of electricity delivered at rates specified under the contracts. Certain PPAs are accounted for as operating leases and have no minimum lease payments. All of the rental income under these leases is recorded as revenue when the electricity is delivered. Power not covered by PPAs is typically sold under a market -based Electricity is also sold through energy wholesale markets (NYISO, ISO -NE -ahead -ahead -ahead The Company also sells capacity into the month -ahead -year The Company also earns revenue by selling RECs, which are generated when producing and selling Power generated from renewable energy. These RECs are able to be separated and sold independent from the Power produced, therefore, no cost is allocated to the RECs when they are generated. For REC sales that are under contracts independent from Power sales, revenue is recognized when the REC is transferred to a third party. For REC sales that are bundled with Power sales, revenue is recognized at the time Power is produced when a sales agreement exists for the RECs. Operation and Maintenance (“O&M”) The Company also generates revenues by providing O&M services at projects owned by third parties which are also included in Energy revenue. In addition, the Company also provides O&M services at projects owned by its equity method investment, Mavrix. Revenue for these services is recognized upon the services being provided following contractual arrangements primarily based on the production of RNG or Power from the project. Equipment and Associated Services The Company’s performance obligations related to the sales of equipment are satisfied over time because the Company’s performance under each customer contract produces 1) an asset with no alternative future use to the entity, because each products solution is customized to the specific needs of each customer and 2) the Company has an enforceable right to payment under the customer termination provisions for convenience. The Company measures progress under these arrangements using an input method based on costs incurred. The Company’s performance obligations related to the sales of the associated services are satisfied over time because the customer simultaneously receives and consumes the benefits provided by the Company’s performance as it performs. The Company elected to recognize the sales of the associated services using the “right -to-invoice See “Note 5 — Revenues” for further discussion. | ||
Business Combinations | Business Combinations For business combinations that meet the accounting definition of a business, the Company determines and allocates the purchase price of an acquired company to the tangible and intangible assets acquired, the liabilities assumed, and noncontrolling interest, if applicable, as of the date of acquisition at fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. In the discounted cash flow method, estimated future cash flows are based on management’s expectations for the future and can include estimates of future biogas production, commodity prices, operating and development costs, and a risk -adjusted | 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 | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make the comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will re -evaluate | |||
Noncontrolling and Redeemable Noncontrolling Interest | Noncontrolling and Redeemable Noncontrolling Interest | |||
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are characterized according to a hierarchy that prioritizes those inputs based on the degree to which they are observable. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety. The three input levels of the fair value hierarchy are as follows: • • • The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. The Company’s financial assets and liabilities are classified based on the lowest level of input that is significant for the fair value measurement. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. | |||
Restricted Cash | Restricted Cash The Company maintains escrow accounts under the terms of the Assai Energy 3.75% Senior Secured Notes and the Assai Energy 4.47% Senior Secured Notes. See “Note 11 — Debt.” The escrow accounts are legally restricted disbursement accounts for payment of construction -related | |||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company recognizes accounts receivable at invoiced amounts and maintains a valuation allowance for accounts where collectability is in question. The carrying amount of accounts receivable represents the amount management expects to collect from outstanding balances. Credit is extended to all qualified customers under various payment terms with no collateral required. There were no material credit allowances as of December 31, 2021 or 2020. | |||
Inventory | Inventory Inventory is stated at the lower of weighted average cost or net realizable value. Inventory consists primarily of manufacturing parts and supplies used in the maintenance of production equipment. | |||
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, net of accumulated depreciation and impairments. Depreciation is recognized using the straight -line Costs associated with the construction of biogas facilities are capitalized during the construction period and include direct costs such as engineering, pipeline and plant construction, wages and benefits, consulting, equipment, and other overhead costs. When a biogas plant is placed in service, the costs associated with the biogas plant will be transferred from construction in progress to property, plant and equipment and depreciated over its expected useful life. Costs of improvements that extend the lives of existing properties are capitalized, whereas maintenance and repairs are expensed as incurred. | |||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long -lived -lived -lived | |||
Equity Method Investments | Equity Method Investments Investments in entities that the Company does not control or VIEs in which the Company is not the primary beneficiary are accounted for using the equity method of accounting. Under this method, the Company records its proportional share of equity earnings or losses in the consolidated statements of operations. Investments are increased by additional contributions and earnings and are reduced by equity losses and distributions. Equity method investments are evaluated for impairment when the Company determines factors indicate that an other than temporary loss has occurred. | |||
Goodwill | Goodwill Goodwill is determined as the excess of the consideration transferred over the fair value of the acquired assets and assumed liabilities in a business combination. Goodwill is not amortized, but rather tested for impairment annually on October 1, or earlier if an event occurs, or circumstances change, that indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount including goodwill, the Company will then perform a quantitative goodwill impairment test. | |||
Asset Retirement Obligations | Asset Retirement Obligations The Company recognizes a liability for obligations which the Company has a legal or a contractual obligation to remove a long -lived -lived | |||
Postretirement Obligations | Postretirement Obligations Postretirement benefits amounts recognized in consolidated financial statements are determined on an actuarial basis. The Company obtains an independent actuary valuation of its postretirement obligation annually as of December 31 st | |||
Income Taxes | Income Taxes Archaea is a corporation and is subject to U.S. federal income and applicable state taxation. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax laws and tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company routinely assesses the realizability of its deferred tax assets by analyzing the reversal periods of available net operating loss carryforwards and credit carryforwards, temporary differences in tax assets and liabilities, the availability of tax planning strategies, and estimates of future taxable income and other factors. Deferred tax assets may be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured as the largest amount that is greater than 50% likely of being realized. The Company records interest related to an underpayment of income taxes in interest expense and penalties in operating expenses. | |||
Derivative Instruments | Derivative Instruments The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives under GAAP. Derivative instruments are recognized on the consolidated balance sheets at fair value, with subsequent changes included in earnings. Certain contracts that are used to manage exposure to commodity prices are accounted for as derivatives, unless they meet the normal purchase/normal sale criteria and are designated and documented as such. | |||
Share-based Compensation | Share-based Compensation The Company accounts for share -based -based -line | |||
Aria Energy LLC [Member] | ||||
Accounting Policies, by Policy (Policies) [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. | Basis of Presentation The consolidated financial statements of Aria have been prepared on the basis of United States generally accepted accounting principles (“GAAP”). Certain amounts for prior years have been reclassified to conform to the current presentation. | ||
Use of Estimates | 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. | 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 | 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 Revenue from Contracts with Customers. , 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 Six Months 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 | Revenue Recognition Aria generates revenue from the production and sale of electricity, gas, and their renewable energy attributes, and performance of other landfill energy services. Based on requirements of GAAP, a portion of revenue is accounted for under ASC 840, Leases Revenue from Contracts with Customers. , -to-date The following tables display Aria’s revenue by major source and by operating segment for the periods January 1 to September 14, 2021 and the year ended December 31, 2020: (in thousands) January 1 to Year Ended RNG, including RINs and LCFSs $ 83,848 $ 75,143 Gas O&M service 974 — Power, including RECs 31,217 46,434 Electric O&M service 4,211 11,003 Other 32 9,983 Total $ 120,282 $ 142,563 Operating segments RNG $ 84,853 $ 85,126 Power 35,429 57,437 Total $ 120,282 $ 142,563 Below is a description of accounting policies for each revenue stream: Electricity Aria sells a portion of the electricity it generates under the terms of PPAs or other contractual arrangements which is included in energy revenue. Most PPAs are accounted for as operating leases under ASC 840, as the majority of the output under each PPA is sold to a single off -taker Certain of Aria’s generated electricity is sold through energy wholesale markets (New York Independent System Operator (NYISO), New England Independent System Operator (NEISO), and the Pennsylvania, Jersey, Maryland Independent System Operator (PJM)) into the day -ahead -ahead -year -ready Gas Aria sells the gas it generates pursuant to various contractual arrangements which is included in energy revenue. These gas sales are accounted for as operating leases under ASC 840, as the majority of the output under each contract is sold to a single off -taker Aria also has a division that resells biogas it purchases pursuant to various contractual arrangements which is included in energy revenue. This revenue is accounted for under ASC 606. Revenues related to these contracts are recognized at a point in time when control is transferred upon delivery of the biogas. Revenue is recognized on a monthly basis based on the volume of RNG delivered and the price agreed upon with the customer. Environmental Attributes Aria also generates revenue through the sale of Environmental Attributes, which is included in energy revenue. Aria’s electric plants generate renewable energy credits, or RECs, as they generate electricity. The majority of Aria’s RECs are generated by plants for which Aria has a PPA to sell all of the outputs (both energy and RECs) to the PPA counterparty and therefore are accounted for as operating leases in accordance with ASC 840, with revenue recognized as the energy and RECs are generated and delivered. For RECs not bundled with a PPA, revenue is recognized under ASC 606 at a point -in-time Aria generates renewable fuel credits called renewable identification numbers, or RINs. Pipeline -quality Construction Type Contracts Aria, on occasion, enters into contracts to construct energy projects. This contract revenue is recorded under ASC 606 over time, using an input method based on costs incurred. Operation and Maintenance (O&M) Aria provides O&M services at projects owned by third parties which are included in Energy revenue on Aria’s consolidated statement of operations. Revenue for these services is recognized under ASC 606. O&M revenue is recognized over time, using the output method, based on the production of electricity or RNG from the project. PPA and O&M Contract Amortization Through historical acquisitions, Aria had both above and below -market -market Aria elected to recognize revenue using the right to invoice practical expedient and determined that the amounts invoiced to customers correspond directly with the value to customers and Aria’s satisfaction of the performance obligations to date. Furthermore, with the election of the right to invoice practical expedient, Aria also elects to omit disclosures on the remaining, or unsatisfied performance obligations since the revenue recognized corresponds to the amount that Aria has the right to invoice. | ||
Fair Value Measurements | Fair Value Measurements Fair value is the price at which an asset could be exchanged or a liability transferred in an orderly transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or derived from such prices. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The framework for establishing fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value. Aria employs varying methods and assumptions in estimating the fair value of each class of financial instruments for which it is practicable to estimate fair value. For cash and cash equivalents, accounts receivable and trade accounts payables, the carrying amounts approximate fair value due to the short maturity of these instruments. For long -term In accordance with ASC 820, Fair Value Measurement In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset. In instances whereby inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. Aria’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. | |||
Inventory | Inventory Inventory is stated at the lower of weighted average cost or net realizable value. Inventory consists primarily of engine parts and supplies used in the maintenance of production equipment. | |||
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for major renewals and betterments that extend the useful life of the assets are capitalized and depreciated over the remaining life of the assets. Maintenance and repair costs incurred by Aria are charged to expense as incurred in cost of energy. Changes in the assumption of useful lives of assets could have a significant impact on Aria’s results of operations and financial condition. Upon sale or retirement, the asset cost and related accumulated depreciation are eliminated from the respective accounts and any resulting gain or loss is recognized in income. Interest incurred on funds borrowed to finance capital projects is capitalized until the project under construction is ready for its intended use. There was no interest capitalized for the year -to-date Depreciation is computed using the straight -line | |||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360, Property, Plant and Equipment For purposes of testing for an impairment loss, a long -lived There were no triggering events related to Aria’s projects in the period ended September 14, 2021. | |||
Equity Method Investments | Equity Method Investments Aria’s investments in joint ventures are reported under the equity method. Under this method, Aria records its proportional share of its income or losses of joint ventures as equity investment income, net in the consolidated statements of operations. | |||
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations (“AROs”) associated with long -lived -lived | |||
Postretirement Obligations | Postretirement Obligations Postretirement benefits amounts recognized in consolidated financial statements are determined on an actuarial basis. Aria obtains an independent actuary valuation of its postretirement obligation annually as of December 31. To calculate the present value of plan liabilities, the discount rate needs to be determined which is an estimate of the interest rate at which the retirement benefits could be effectively settled. The discount rate is determined using the average effective rate derived through matching of projected benefit payments with the discount rate curve published by Citigroup as of each reporting date. See Note 8 for further disclosures on postretirement obligations. | |||
Income Taxes | Income Taxes Aria Energy LLC is a limited liability company treated as a pass -through One of Aria Energy LLC’s subsidiaries is treated as a corporation for U.S. federal and applicable state income tax purposes. Income taxes of this subsidiary are accounted for under the asset and liability method. This entity has reported tax losses since inception; therefore there continues to be a full valuation allowance at September 14, 2021 and December 31, 2020 recorded against its net deferred tax asset. The entity has recorded no income tax expense for the year -to-date | |||
Derivative Instruments | Derivative Instruments Aria applies the provisions of ASC 815, Derivatives and Hedging | |||
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. The pre -tax | Held for Sale During 2020, Aria enacted a plan to sell LESPH, and accordingly, the business was classified as held for sale through December 31, 2020. An agreement to sell the membership interests of the business subsequently was executed on March 1, 2021. The sale of LESPH was completed on June 10, 2021. Proceeds from the sale were $58.5 million, which were sent to the lenders of the LESPH debt discussed in Note 6. As discussed further in Note 6, in connection with the sale, Aria was released from its obligations under the LESPH debt and a gain on the extinguishment of debt in the amount of $61.4 million was recorded in conjunction with the sale, which accounts for the proceeds received, the debt and interest payable relieved and settlement of LESPH intercompany balances. Aria recorded an ordinary gain on sale of assets in the amount of $1.3 million in the period ended September 14, 2021. The assets and liabilities included in the consolidated balance sheet that are held for sale as of December 31, 2020 are as follows: (in thousands) Current assets Accounts receivable $ 2,092 Inventory 3,034 Related party accounts receivable and advances 88 Prepaid expenses and other current assets 686 Total current assets 5,900 Property and equipment – net 4,906 Intangible assets – net 82,179 Held for sale valuation allowance (25,293 ) Investment in joint ventures 2,342 Total assets held for sale $ 70,034 Current liabilities Accounts payable – trade $ 824 Accrued and other current liabilities 2,066 Total current liabilities 2,890 Below-market contracts 6,060 Asset retirement obligations 3,584 Total liabilities $ 12,534 Aria recorded a valuation allowance in relation to its sale of LESPH’s assets and liabilities. Given the characteristics of the cooperative sale process, this was treated as a separate transaction from the settlement of the debt (through the execution of the Mutual Release Agreement). Since the former will result in a loss, it is recognized as an impairment charge of $25.3 million in 2020. The pre -tax -to-date | ||
Segment Reporting | Segment Reporting Aria reports segment information in two segments: RNG and Power. LFG fuel source is a common element, though Aria had a new RNG plant that was under construction as of the Closing that will utilize waste from dairy cattle. Aria managed RNG and electric production as separate operating groups and measured production output in terms of megawatt hours (MWh) for Power projects, and energy content is expressed as MMBtu for RNG. Other segment reporting considerations include: • • • • -owned • -owned • -consolidated | |||
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interest represents the portion of equity ownership in subsidiaries that is not attributable to the equity holders of Aria Energy LLC. Noncontrolling interests are initially recorded at transaction price which is equal to their fair value and subsequently the amount is adjusted for the proportionate share of earnings and other comprehensive income attributable to the noncontrolling interests and any dividends or distributions paid to the noncontrolling interests. In the second quarter of 2021, noncontrolling interest was extinguished as part of the sale of LES Project Holdings LLC (“LESPH”). | |||
Cash and Cash Equivalents | Cash and Cash Equivalents Aria considers all investments with an original maturity of three months or less when purchased to be cash equivalents. Aria maintains amounts on deposit with various financial institutions, which may exceed federally insured limits. Management periodically evaluates the creditworthiness of those institutions. Aria had not experienced any losses on such deposits. | |||
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the invoiced or estimated amounts adjusted for any allowance for doubtful accounts. An allowance for doubtful accounts is established based on a specific assessment of all invoices that remain unpaid following normal customer payment periods. There was no allowance for doubtful accounts at September 14, 2021 and December 31, 2020 based on Aria’s history with its existing customers. Payments on accounts receivable balances are typically due and paid within 30 days of invoice. | |||
Other Noncurrent Assets | Other Noncurrent Assets The other noncurrent assets represents long -term | |||
Debt Origination Costs | Debt Origination Costs Debt origination costs were incurred in connection with various legal, consulting, and financial costs associated with debt financing and are reported net of accumulated amortization. These charges are being amortized over the term of the related debt agreements using the effective interest rate and are recorded as a reduction to long -term | |||
Other Long-Term Liabilities | Other Long-Term Liabilities Other long -term -out -out | |||
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income consists of net (loss) income and other comprehensive (loss) income. Other comprehensive (loss) income includes certain changes in assets and liabilities recognized directly to equity, such as actuarial gains/losses on Aria’s postretirement plan. | |||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject Aria to concentrations of credit risk consist primarily of accounts receivable. Certain accounts receivable are concentrated within entities engaged in the energy industry. These industry concentrations may impact Aria’s overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic, industry or other conditions. Receivables and other contractual arrangements are subject to collateral requirements under the terms of enabling agreements. However, Aria believes that the credit risk posed by industry concentration is offset by the creditworthiness of its customer base. | |||
Cost of Energy | Cost of Energy Cost of energy consists primarily of labor, parts, and outside services required to operate and maintain owned project facilities, electricity consumed in the process of gas production, the transportation of gas or transmission of electricity to the delivery point, and royalty payments to landfill owners as stipulated in the gas rights agreements. |
Organization and Description _2
Organization and Description of Business (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of redeemable noncontrolling interest | June 30, 2022 September 15, 2021 Equity Holder Class A % Interest Class A % 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 % | December 31, 2021 September 15, 2021 Equity Holder Class A % Interest Class A % Interest Archaea 65,122,200 54.5 % 52,847,195 45.9 % Total controlling interests 65,122,200 54.5 % 52,847,195 45.9 % Aria Holders 15,056,379 12.6 % 23,000,000 20.0 % Legacy Archaea Holders 33,350,385 27.9 % 33,350,385 29.0 % Sponsor, Atlas and RAC independent directors 5,931,350 5.0 % 5,931,350 5.2 % Total redeemable noncontrolling interests 54,338,114 45.5 % 62,281,735 54.1 % Total 119,460,314 100.0 % 115,128,930 100.0 % |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Tables) - Aria Energy LLC [Member] | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Sep. 14, 2021 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of company’s revenue by major source | (in thousands) Three Months Six Months 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 | (in thousands) January 1 to Year Ended RNG, including RINs and LCFSs $ 83,848 $ 75,143 Gas O&M service 974 — Power, including RECs 31,217 46,434 Electric O&M service 4,211 11,003 Other 32 9,983 Total $ 120,282 $ 142,563 Operating segments RNG $ 84,853 $ 85,126 Power 35,429 57,437 Total $ 120,282 $ 142,563 |
Schedule of assets and liabilities included in the consolidated balance sheet | (in thousands) Current assets Accounts receivable $ 2,092 Inventory 3,034 Related party accounts receivable and advances 88 Prepaid expenses and other current assets 686 Total current assets 5,900 Property and equipment – net 4,906 Intangible assets – net 82,179 Held for sale valuation allowance (25,293 ) Investment in joint ventures 2,342 Total assets held for sale $ 70,034 Current liabilities Accounts payable – trade $ 824 Accrued and other current liabilities 2,066 Total current liabilities 2,890 Below-market contracts 6,060 Asset retirement obligations 3,584 Total liabilities $ 12,534 |
Business Combinations and Rev_2
Business Combinations and Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of business acquisitions, by acquisition | (in thousands) At Class A Opco Units (and corresponding shares of Class B Common Stock) $ 394,910 Cash consideration 377,122 Repayment of Aria debt at Closing 91,115 Total purchase price consideration $ 863,147 |
Schedule of preliminary allocation of aria merger consideration | (in thousands) As of September 15, 2021 Fair value of assets acquired Cash and cash equivalents $ 4,903 Account receivable, net 27,331 Inventory 9,015 Prepaid expenses and other current assets 3,834 Property, plant and equipment, net 126,463 Intangible assets, net 607,610 Equity method investments 243,128 Other non-current assets 861 Goodwill 26,457 Amount attributable to assets acquired $ 1,049,602 (in thousands) As of September 15, 2021 Fair value of liabilities assumed Accounts payable $ 2,760 Accrued and other current liabilities 26,496 Below-market contracts 146,990 Other long-term liabilities 10,209 Amount attributable to liabilities assumed 186,455 Net assets acquired 863,147 Total Aria Merger consideration $ 863,147 |
Schedule of recognized identified assets acquired and liabilities assumed | (in thousands, excluding weighted average amortization period in years) As of September 15, 2021 Weighted Average Amortization Period Biogas rights agreements $ 565,300 20 Electricity off-take agreements 23,400 12 Operations and maintenance contracts 8,620 15 RNG purchase contract 10,290 1 Gas off-take agreement liabilities $ (146,990 ) 11 |
Schedule of business acquisition, pro forma information | (in thousands) 2021 2020 Total revenues $ 205,758 $ 162,018 Net income (loss) $ (77,449 ) $ (49,730 ) |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of disaggregates revenue by significant product type | Three Months Ended Six Months Ended (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 | (in thousands) 2021 2020 RNG, including RINs and LCFSs $ 44,815 $ — Gas O&M service 386 — Power, including RECs 21,502 — Electric O&M service 1,070 — Equipment and associated services 5,817 6,523 Other 98 — Total $ 73,688 $ 6,523 |
Schedule of contract assets and liabilities | (in thousands) June 30, December 31, Contract assets (included in Prepaid expenses and other current assets) $ 168 $ 87 Contract liabilities (included in Accrued and other current liabilities) $ (270 ) $ (505 ) | (in thousands) 2021 2020 Contract assets (included in Prepaid expenses and other current assets) $ 87 $ 48 Contract liabilities (included in Accrued and other current liabilities) $ (505 ) $ (1,423 ) |
Schedule of revenue expected to be recognized on remaining performance obligations under sales contracts | (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 | (in thousands) 2022 – 2023 $ 118,362 2024 – 2025 123,992 2026 – 2027 128,826 2028 – 2029 118,116 2030 – 2031 119,115 Thereafter 416,779 Total $ 1,025,189 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 14, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment (Tables) [Line Items] | |||
Schedule of Property, plant and equipment | (in thousands) June 30, December 31, 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 | (in thousands) 2021 2020 Machinery and equipment $ 285,718 $ 376 Buildings and improvements 16,039 88 Furniture and fixtures 1,176 13 Construction in progress 55,039 51,927 Land 246 1 Total cost 358,218 52,405 Less accumulated depreciation (7,635 ) (37 ) Property, plant and equipment, net $ 350,583 $ 52,368 | |
Aria Energy LLC [Member] | |||
Property, Plant and Equipment (Tables) [Line Items] | |||
Schedule of Property, plant and equipment | (in thousands) September 14, 2021 December 31, 2020 Buildings $ 25,391 $ 25,186 Machinery and equipment 167,935 166,191 Furniture and fixtures 1,154 1,154 Construction in progress 1,799 1,366 Total cost 196,279 193,897 Accumulated depreciation (132,450 ) (123,138 ) Net property, plant and equipment $ 63,829 $ 70,759 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | |
Equity Method Investments (Tables) [Line Items] | ||||
Schedule of equity method investments | (in thousands) June 30, December 31, 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 Six Months Total revenues $ 26,797 $ 52,025 Net income $ 10,419 $ 18,436 Company’s share of net income $ 5,209 $ 9,218 | (in thousands) December 31, Assets $ 203,864 Liabilities 15,477 Net assets $ 188,387 Company’s share of equity in net assets $ 94,194 (in thousands) Year Ended Total revenues $ 34,958 Net income $ 16,433 Company’s share of net income $ 8,217 | ||
Aria Energy LLC [Member] | ||||
Equity Method Investments (Tables) [Line Items] | ||||
Schedule of equity method investments | (in thousands) June 30, Assets $ 186,521 Liabilities 14,862 Net assets $ 171,659 Aria’s share of equity in net assets $ 85,299 | (in thousands) December 31, 2020 Assets $ 171,288 Liabilities 13,570 Net assets $ 157,718 Aria’s share of equity in net assets 77,993 | ||
Schedule of information on the equity method investments income | (in thousands) Three Months Six Months Revenue $ 29,303 $ 52,902 Net income $ 13,907 $ 25,275 Aria’s share of net income $ 7,469 $ 13,325 | (in thousands) January 1 to Year Ended Revenue $ 78,125 $ 60,459 Net income $ 38,512 $ 18,801 Aria’s share of net income $ 19,777 $ 9,298 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of finite-lived intangible assets | June 30, 2022 (in thousands) Gross Accumulated 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 December 31, 2021 (in thousands) Gross Accumulated 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 | (in thousands) 2021 Gross Carrying Amount Accumulated Amortization Net Biogas rights agreements $ 603,868 $ 8,237 $ 595,631 Electricity off-take agreements 26,511 749 25,762 Operations and maintenance contracts 8,620 173 8,447 RNG purchase contract 10,290 1,959 8,331 Customer relationships 350 140 210 Trade names 150 60 90 Total $ 649,789 $ 11,318 $ 638,471 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Net Biogas rights agreements $ 8,293 $ — $ 8,293 Customer relationships 350 70 280 Trade names 150 30 120 Total $ 8,793 $ 100 $ 8,693 |
Schedule of below-market contract liability | June 30, 2022 Gross Accumulated Amortization Net Gas off-take agreements $ 146,990 $ 11,780 $ 135,210 December 31, 2021 Gross Accumulated Amortization Net Gas off-take agreements $ 146,990 $ 4,360 $ 142,630 | Gross Accumulated Amortization Net Gas off-take agreements $ 146,990 $ 4,360 $ 142,630 |
Schedule of estimated future amortization expense | (in thousands) 2022 $ 39,539 2023 35,521 2024 33,729 2025 33,629 2026 33,533 Thereafter 462,520 Total $ 638,471 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accrued and Other Current Liabilities [Abstract] | ||
Schedule of accrued and other current liabilities | (in thousands) June 30, December 31, 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 | (in thousands) 2021 2020 Accrued expenses $ 16,638 $ 5,957 Accrued capital expenditures 16,609 — Derivative liabilities 771 — Payroll and related costs 7,683 — Accrued interest 738 590 Contract liabilities 505 1,423 Other current liabilities 3,335 300 Total $ 46,279 $ 8,270 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Long-Term Debt [Abstract] | ||
Schedule of outstanding debt | (in thousands) June 30, 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 | (in thousands) 2021 2020 New Credit Agreement – Term Loan $ 218,625 $ — Wilmington Trust – 4.47% Term Note 60,828 — Wilmington Trust – 3.75% Term Note 72,542 — Comerica Bank – Specific Advance Facility Note — 4,320 Comerica Term Loan — 12,000 Kubota Corporation – Term Notes — 46 351,995 16,366 Less unamortized debt issuance costs (9,221 ) (291 ) Long-term debt less debt issuance costs 342,774 16,075 Less current maturities, net (11,378 ) (1,302 ) Total long-term debt $ 331,396 $ 14,773 |
Scheduled future maturities of long-term debt | (in thousands) Remainder of 2022 $ 10,502 2023 26,108 2024 26,371 2025 26,598 2026 and thereafter 490,916 Total $ 580,495 | (in thousands) 2022 $ 12,752 2023 17,108 2024 17,371 2025 17,598 2026 185,607 Thereafter 101,559 Total $ 351,995 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of ROU assets and operating lease liabilities | (in thousands) Six Months Ended 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 | (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 (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | (in thousands) 2022 $ 1,465 2023 1,893 2024 1,831 2025 1,843 2026 1,875 Thereafter 12,448 Total future minimum lease payments $ 21,355 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | |
Derivative Instruments [Abstract] | ||||
Schedule of assumptions to estimate the fair value | June 30, 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 % | As of September 15, 2021 at December 31, 2021 Stock price $ 18.05 $ 18.28 Exercise price $ 11.50 $ 11.50 Volatility 45.8 % 46.0 % Expected term (years) 5.0 4.7 Risk-free interest rate 0.79 % 1.21 % | ||
Schedule of fair value of the warrant liabilities | (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 | (in thousands) Warrant liabilities as of September 15, 2021 (Closing Date) $ 150,153 Change in fair value 3,015 Less fair value of warrants exercised or redeemed (85,878 ) Warrant liabilities as of December 31, 2021 $ 67,290 | ||
Schedule of balance sheet classification and fair value | (in thousands) June 30, 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 | (in thousands) 2021 2020 Other non-current assets Interest rate swap asset $ 439 $ — Total derivative assets $ 439 $ — Accrued and other current liabilities Natural gas swap liability $ 44 $ — Interest rate swap liability 727 — Derivative liabilities Natural gas swap liability 134 — Warrant liabilities 67,290 — Total derivative liabilities $ 68,195 $ — | ||
Schedule of income statement effect of gains and losses related to warrants and derivative instruments | Three Months Ended Six Months Ended (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 $ — | (in thousands) 2021 2020 Gain (loss) on natural gas swap contract $ (424 ) $ — Gain (loss) on warrant liabilities (3,015 ) — Gain (loss) on interest rate swap contract (288 ) — Total $ (3,727 ) $ — | ||
Aria Energy LLC [Member] | ||||
Derivative Instruments [Abstract] | ||||
Schedule of cash payments for the natural gas swap | (in thousands) Three Months Six Months Natural gas swap – unrealized gain (loss) $ 446 $ 556 | (in thousands) September 14, 2021 December 31, 2020 Natural gas swap asset – included in other noncurrent assets $ 326 $ — Natural gas swap liability – included in derivative liabilities — (1,268 ) (in thousands) January 1 to Year Ended Natural gas swap – unrealized gain (loss) $ 1,129 $ (40 ) Interest rate cap – unrealized loss — (95 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of derivative assets and liabilities | (in thousands) Level 1 Level 2 Level 3 Total 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 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 | (in thousands) Level 1 Level 2 Level 3 Total December 31, 2021 Assets Interest rate swap $ — $ 439 $ — $ 439 Liabilities Private Placement Warrant liabilities $ — $ — $ 67,290 $ 67,290 Natural gas swap — 178 — 178 Interest rate swap — 727 — 727 |
Nonredeemable and Redeemable _2
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity [Abstract] | ||
Schedule of common stock issuance and repurchases | (in shares) Class A Class B 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 | |
Schedule of common stock issuance and repurchases | (in shares) Class A Class B Outstanding at beginning of period — — Reverse recapitalization and PIPE Financing 52,847,195 5,931,350 Issued to Legacy Archaea Holders — 23,000,000 Issued in Aria Merger — 33,350,385 Issued for warrant exercises 10,347,923 — Exchange of Class B Common Stock for Class A Common Stock 7,943,621 (7,943,621 ) Retirement of Class A Common Stock repurchased (6,101,449 ) — Issued for vested RSUs 84,910 — Outstanding at end of period 65,122,200 54,338,114 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of nonvested restricted stock units activity | RSUs Weighted- (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 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 | Restricted Weighted- Average (per share) Outstanding at December 31, 2020 — $ — Granted 991,020 $ 17.23 Vested (1) (140,000 ) $ 17.23 Forfeited — $ — Outstanding at December 31, 2021 851,020 $ 17.23 (1) |
Schedule of fair value 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 | |
Schedule of plan activities related to unvested units | Series A Incentive Units Weighted- Average (per share) Outstanding at December 31, 2020 4,500 $ — Granted 1,500 $ 1,565.90 Forfeited (250 ) $ — Vested (5,750 ) $ 408.52 Outstanding at December 31, 2021 — $ — |
Provision for Income Tax (Table
Provision for Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Provision for Income Tax [Abstract] | |
Schedule of components of the provision for income taxes | (in thousands) 2021 2020 Current Federal $ — $ — State — — Deferred Federal — — State — — Income tax expense $ — $ — |
Schedule of effective income tax rate reconciliation to federal statutory tax rate | (in thousands) 2021 2020 Income (loss) before income taxes (all domestic) $ (30,921 ) $ (2,236 ) U.S. federal statutory tax rate 21 % 21 % Income taxes computed at federal statutory rate $ (6,493 ) $ (470 ) State and local taxes (183 ) 4 Income taxes computed at the federal statutory rate on net income (loss) from pass-through entities not attributable to Class A Common Stock 4,657 648 Change in valuation allowance 1,832 (80 ) PPP loan forgiveness – nontaxable — (102 ) Other 187 — Income tax expense $ — $ — |
Schedule of deferred tax assets and liabilities | (in thousands) 2021 2020 Deferred tax assets Net operating loss carryforwards $ 3,430 $ 194 Investment in partnership (“Outside Basis Deferred Tax Asset”) (1) 51,799 — Other 110 46 55,339 240 Valuation allowance (55,224 ) (109 ) Deferred tax assets, net of valuation allowance 115 131 Deferred tax liabilities Depreciation — 47 Intangible assets 115 84 115 131 Net deferred tax asset $ — $ — |
Net Earnings (Loss) Per Share (
Net Earnings (Loss) Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of basic and diluted EPS attributable to class A common stock | Three Months Ended Six Months Ended (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 (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 ) $ — | (in thousands, except per share amounts) 2021 2020 Net income (loss) attributable to Class A Common Stock $ (5,153 ) $ — Class A Common Stock Average number of shares outstanding – basic 56,466 — Average number of shares outstanding – diluted 56,466 — Net income (loss) per share of Class A Common Stock Basic and diluted $ (0.09 ) $ — |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | |
Segment Information (Tables) [Line Items] | ||||
Schedule of financial information for company's reporting segments | (in thousands) RNG Power Corporate and 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 (in thousands) RNG Power Corporate and Total 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 | |||
Schedule of financial information for the Company’s reporting segments | (in thousands) RNG Power Corporate Total Year ended December 31, 2021 Revenue $ 51,024 $ 20,285 $ 5,817 $ 77,126 Intersegment revenue — 872 (872 ) — Total revenue and other income 51,024 21,157 4,945 77,126 Equity investment income, net 5,042 641 (30 ) 5,653 Net income (loss) 17,362 (1,492 ) (46,791 ) (30,921 ) Interest expense 490 — 4,307 4,797 Depreciation, amortization and accretion 10,029 5,718 278 16,025 EBITDA $ 27,881 $ 4,226 $ (42,206 ) $ (10,099 ) December 31, 2021 Goodwill $ 29,211 $ — $ — $ 29,211 Year ended December 31, 2020 Revenue $ 34 $ — $ 6,489 6,523 Intersegment revenue — — — — Total revenue and other income 34 — 6,489 6,523 Equity investment income, net — — — — Net income (loss) (1,125 ) (11 ) (1,100 ) (2,236 ) Interest expense — — 20 20 Depreciation, amortization and accretion 3 — 134 137 EBITDA $ (1,122 ) $ (11 ) $ (946 ) $ (2,079 ) December 31, 2020 Goodwill $ 2,754 $ — $ — $ 2,754 | |||
Aria Energy LLC [Member] | ||||
Segment Information (Tables) [Line Items] | ||||
Schedule of financial information for company's reporting segments | (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 | January 1 to September 14, 2021 (in thousands) RNG Power Corporate Total Total revenue $ 82,338 $ 37,058 $ (1,807 ) $ 117,589 Net income (loss) 59,066 66,431 (40,977 ) 84,520 Depreciation, amortization and accretion 6,447 9,467 34 15,948 Interest expense — — 10,729 10,729 EBITDA $ 65,513 $ 75,898 $ (30,214 ) $ 111,197 Year ended December 31, 2020 (in thousands) RNG Power Corporate Total Total revenue $ 81,559 $ 57,322 $ — $ 138,881 Net income (loss) 30,459 (26,048 ) (34,334 ) (29,923 ) Depreciation, amortization and accretion 9,012 21,478 74 30,564 Interest expense — — 19,319 19,319 EBITDA $ 39,471 $ (4,570 ) $ (14,941 ) $ 19,960 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Sep. 14, 2021 | |
Aria Energy LLC [Member] | ||
Related Party Transactions (Tables) [Line Items] | ||
Schedule of transactions and balances with these related parties | (in thousands) Three Months Six Months Sales of construction services $ — $ 24 Sales of operations and maintenance services $ 351 $ 746 Sales of administrative and other services $ 97 $ 195 | (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Sales of construction services $ 32 $ 9,983 Sales of operations and maintenance services $ 1,215 $ 1,701 Sales of administrative and other services $ 221 $ 409 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | (in thousands) 2021 2020 Prepaid equipment and parts $ 6,578 $ — Prepaid royalties 5,119 1,255 Prepaid insurance 4,852 112 Other prepaid expenses 4,676 3,363 Total $ 21,225 $ 4,730 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 8 Months Ended | 12 Months Ended |
Sep. 14, 2021 | Dec. 31, 2021 | |
Asset Retirement Obligations (Tables) [Line Items] | ||
Schedule of asset retirement obligations, liabilities | (in thousands) 2021 2020 Balance at beginning of period $ 306 $ — Liabilities acquired (1) 3,580 — Liabilities incurred 706 306 Accretion expense 85 — Balance at end of period $ 4,677 $ 306 (1) | |
Aria Energy LLC [Member] | ||
Asset Retirement Obligations (Tables) [Line Items] | ||
Sehedule of presents the activity for the AROs | (in thousands) January 1 to September 14, 2021 Year Ended December 31, 2020 Balance at beginning of period $ 3,408 $ 6,536 Accretion expense 172 456 Revision to estimated cash flows — — Transfer to liabilities classified as held for sale — (3,584 ) Settlement of asset retirement obligation — — Balance at end of period $ 3,580 $ 3,408 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Defined Contribution Plan [Abstract] | |
Schedule of changes in benefit obligations | (in thousands) 2021 2020 Benefit obligation at beginning of year $ — $ — Addition due to Business Combinations 3,567 — Service cost 11 — Interest cost 27 — Net actuarial (gain) loss (917 ) — Net benefits paid (71 ) — Benefit obligation at end of year $ 2,617 $ — |
Schedule of consolidated balance sheet | (in thousands) 2021 2020 Accrued benefit liability $ 2,617 $ — |
Schedule of net periodic benefit costs recognized | (in thousands) 2021 2020 Service cost $ 11 $ — Interest cost 27 — Net actuarial (gain) loss (917 ) — Net periodic benefit cost $ (879 ) $ — |
Schedule of estimated future benefit payments | (in thousands) 2022 $ 206 2023 162 2024 150 2025 142 2026 147 2027 to 2031 745 |
Benefit Plans _ Predecessor (Ta
Benefit Plans — Predecessor (Tables) - Aria Energy LLC [Member] | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Sep. 14, 2021 | |
Benefit Plans — Predecessor (Tables) [Line Items] | ||
Schedule of net periodic benefit cost recognized in the consolidated statements of comprehensive income | (in thousands) Three Months Six Months 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 | (in thousands) January 1 to Year Ended Service cost $ 27 $ 49 Interest cost 64 103 Amortization of prior service cost 8 12 Recognition of net actuarial loss 57 87 Net periodic benefit cost $ 156 $ 251 |
Schedule of changes in the plan’s benefit obligations | (in thousands) January 1 to Year Ended Benefit obligation at beginning of year $ 3,750 $ 3,599 Service cost 27 49 Interest cost 64 103 Net actuarial loss (gain) (148 ) 144 Net benefits paid (72 ) (145 ) Benefit obligation at end of period $ 3,621 $ 3,750 | |
Schedule of amounts recognized in the consolidated balance sheets consist | (in thousands) September 14, 2021 December 31, 2020 Accrued benefit liability $ (3,621 ) $ (3,750 ) Unrecognized net actuarial loss 1,000 1,205 Unrecognized prior service benefit 136 144 Net amount recognized $ (2,485 ) $ (2,401 ) | |
Schedule of amounts recognized in other comprehensive loss | (in thousands) January 1 to Year Ended Net actuarial (loss) gain $ 213 $ (45 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) - Aria Energy LLC [Member] | 8 Months Ended |
Sep. 14, 2021 | |
Intangible Assets (Tables) [Line Items] | |
Schedule of amortizable intangible assets | September 14, 2021 (in thousands) Gross Carrying Accumulated Net Gas rights agreements $ 217,285 $ 109,436 $ 107,849 O&M contracts 3,500 2,652 848 Gas sales agreements 32,059 23,019 9,040 Total $ 252,844 $ 135,107 $ 117,737 December 31, 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gas rights agreements $ 217,285 $ 102,944 $ 114,341 O&M contracts 3,500 2,475 1,025 Gas sales agreements 32,059 20,503 11,556 Total $ 252,844 $ 125,922 $ 126,922 |
Schedule of intangible assets | (in thousands) Expense Type of Contract Amortization Line Item Remaining January 1 to Year Ended December 31, Gas rights Depreciation, amortization and accretion 4 to 16 years $ 6,493 $ 14,636 O&M contracts Amortization of intangibles and below-market contracts 5 years $ 178 $ 552 Gas sales Amortization of intangibles and below-market contracts 1 to 8 years $ 2,514 $ 3,566 |
Schedule of business acquisitions and asset acquisitions, noncurrent liabilities | September 14, 2021 (in thousands) Gross Accumulated Gas purchase agreements $ 19,828 $ 15,893 $ 3,935 December 31, 2020 (in thousands) Gross Accumulated Gas purchase agreements $ 19,828 $ 14,059 $ 5,769 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 8 Months Ended |
Sep. 14, 2021 | |
Aria Energy LLC [Member] | |
Long-Term Debt (Tables) [Line Items] | |
Schedule of long-term debt | (in thousands) September 14, 2021 December 31, 2020 Notes payable – due October 7, 2020 $ 91,115 $ 102,831 Term Loan B – due May 2022 — 137,978 Debt origination costs (685 ) (1,385 ) Total 90,430 239,424 Less: current portion of debt, net 90,430 102,831 Long-term portion $ — $ 136,593 |
Capital _ Predecessor (Tables)
Capital — Predecessor (Tables) | 8 Months Ended |
Sep. 14, 2021 | |
Aria Energy LLC [Member] | |
Capital — Predecessor (Tables) [Line Items] | |
Schedule of authorized to issue an unlimited number | (in thousands, except price per share) September 14, 2021 Price per share Class A Class B Class C $1.00 441,482 27,120 — $0.10 — — 9 $0.88 11,364 — — Total shares outstanding 452,846 27,120 9 (in thousands, except price per share) December 31, 2020 Price per share Class A Class B Class C $1.00 441,482 27,120 — $0.10 — — 9 $0.88 11,364 — — Total shares outstanding 452,846 27,120 9 |
Organization and Description _3
Organization and Description of Business (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Sep. 14, 2021 | Jun. 30, 2021 | |
Organization and Description of Business (Details) [Line Items] | |||||
Number of landfill | 32 | 29 | |||
Number of states | 18 | 18 | |||
Number Of non-operational facilities | 1 | 1 | |||
Aria Energy LLC [Member] | |||||
Organization and Description of Business (Details) [Line Items] | |||||
Ownership interests | 94.35% | ||||
Ownership Interest [Member] | |||||
Organization and Description of Business (Details) [Line Items] | |||||
Ownership interests | 60% | ||||
Aria Energy LLC [Member] | Ownership Interest [Member] | |||||
Organization and Description of Business (Details) [Line Items] | |||||
Ownership interests | 94.35% | ||||
Projects That Produce Pipeline-Quality RNG [Member] | |||||
Organization and Description of Business (Details) [Line Items] | |||||
Number of projects | 13 | 11 | |||
LFG To Electric Project [Member] | |||||
Organization and Description of Business (Details) [Line Items] | |||||
Number of projects | 19 | 18 |
Organization and Description _4
Organization and Description of Business (Details) - Schedule of redeemable noncontrolling interest - shares | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 15, 2021 |
Schedule of Investments [Line Items] | |||
Investment owned balance | 119,778,175 | 119,460,314 | 115,128,930 |
Noncontrolling interest, ownership percentage by parent | 100% | 100% | 100% |
Total controlling interests [Member] | |||
Schedule of Investments [Line Items] | |||
Investment owned balance | 80,717,757 | 65,122,200 | 52,847,195 |
Noncontrolling interest, ownership percentage by parent | 67.40% | 54.50% | 45.90% |
Total redeemable noncontrolling interests [Member] | |||
Schedule of Investments [Line Items] | |||
Investment owned balance | 39,060,418 | 54,338,114 | 62,281,735 |
Noncontrolling interest, ownership percentage by parent | 32.60% | 45.50% | 54.10% |
Archaea [Member] | Total controlling interests [Member] | |||
Schedule of Investments [Line Items] | |||
Investment owned balance | 80,717,757 | 65,122,200 | 52,847,195 |
Noncontrolling interest, ownership percentage by parent | 67.40% | 54.50% | 45.90% |
Aria Holders [Member] | Total redeemable noncontrolling interests [Member] | |||
Schedule of Investments [Line Items] | |||
Investment owned balance | 15,056,379 | 23,000,000 | |
Noncontrolling interest, ownership percentage by parent | 12.60% | 20% | |
Legacy Archaea Holders [Member] | Total redeemable noncontrolling interests [Member] | |||
Schedule of Investments [Line Items] | |||
Investment owned balance | 33,350,385 | 33,350,385 | 33,350,385 |
Noncontrolling interest, ownership percentage by parent | 27.80% | 27.90% | 29% |
Sponsor, Atlas and RAC independent directors [Member] | Total redeemable noncontrolling interests [Member] | |||
Schedule of Investments [Line Items] | |||
Investment owned balance | 5,710,033 | 5,931,350 | 5,931,350 |
Noncontrolling interest, ownership percentage by parent | 4.80% | 5% | 5.20% |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Sep. 14, 2021 USD ($) | Dec. 31, 2021 | Dec. 31, 2020 USD ($) | Jun. 30, 2022 | Apr. 05, 2021 | Jan. 15, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Number of operating landfill gas to electricity facilities | 12 | |||||||
Debt instrument, interest rate | 3.75% | 4.47% | 3.75% | |||||
Operating agreement | $ 9,550 | |||||||
3.75% Term Note [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Debt instrument, interest rate | 3.75% | 3.75% | ||||||
3.75% Term Note [Member] | Senior Notes [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Debt instrument, interest rate | 3.75% | |||||||
4.47% Term Note [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Debt instrument, interest rate | 4.47% | 4.47% | ||||||
4.47% Term Note [Member] | Senior Notes [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Debt instrument, interest rate | 4.47% | |||||||
Aria Energy LLC [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Revenue | 36% | 41% | ||||||
Sales Proceeds | $ 58,500 | $ 58,500 | ||||||
Gain on the extinguishment of debt | $ 61,411 | $ 61,411 | 61,411 | |||||
Ordinary gain on sale of assets | 1,300 | |||||||
Impairment charge | 25,300 | |||||||
Joint ventures payable | 1,700 | 1,400 | ||||||
Percentage of revenue | 36% | |||||||
Gain on sale of assets | 1,300 | $ 1,300 | ||||||
LESPH [Member] | Aria Energy LLC [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Gain on the extinguishment of debt | 61,400 | |||||||
Pre-tax net earnings | $ 69,000 | $ 67,100 | $ 67,600 | $ 38,400 | ||||
Machinery and Equipment [Member] | Minimum [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Estimated useful life of property and equipment | 5 years | |||||||
Machinery and Equipment [Member] | Maximum [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Estimated useful life of property and equipment | 30 years | |||||||
Building and Building Improvements [Member] | Minimum [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Estimated useful life of property and equipment | 20 years | |||||||
Building and Building Improvements [Member] | Maximum [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Estimated useful life of property and equipment | 30 years | |||||||
Computer Software And Hardware [Member] | Minimum [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Estimated useful life of property and equipment | 1 year | |||||||
Computer Software And Hardware [Member] | Maximum [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Estimated useful life of property and equipment | 5 years | |||||||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Estimated useful life of property and equipment | 3 years | |||||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Estimated useful life of property and equipment | 5 years |
Recently Issued and Adopted A_2
Recently Issued and Adopted Accounting Standards (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 |
Recently Issued and Adopted Accounting Standards (Details) [Line Items] | ||
Lease liabilities | $ 4,875 | $ 5,100 |
Subsequent Event [Member] | ||
Recently Issued and Adopted Accounting Standards (Details) [Line Items] | ||
Lease liabilities | $ 7,000 |
Business Combinations and Rev_3
Business Combinations and Reverse Recapitalization (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jul. 05, 2022 | Sep. 13, 2021 | Apr. 07, 2021 | Jan. 14, 2020 | Mar. 31, 2022 | Sep. 15, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | |
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Republic-owned landfill cost | $ 37,900 | ||||||||||||
Consideration adjustment received | $ 863,147 | ||||||||||||
Cash received | $ 236,900 | ||||||||||||
Warrants outstanding (in Shares) | 2,724,515 | ||||||||||||
Equity issuance costs | $ 40,500 | ||||||||||||
Shares issued (in Shares) | 2,500,000 | ||||||||||||
Aggregate purchase price | $ 25,000 | ||||||||||||
Forward purchase securities | $ 20,000 | ||||||||||||
Price per share (in Dollars per share) | $ 0.1 | ||||||||||||
Cash consideration | 377,122 | ||||||||||||
Repayment of aria debt | 91,115 | ||||||||||||
Revenues | $ 77,219 | $ 5,127 | 134,116 | $ 6,781 | $ 77,126 | $ 6,523 | |||||||
Membership interest | $ 394,910 | ||||||||||||
Goodwill | $ 29,835 | 29,835 | $ 29,211 | $ 2,754 | |||||||||
Aria Holders [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Consideration adjustment received | 1,900 | ||||||||||||
Other purchase price adjustment | $ 2,500 | ||||||||||||
Ownership Interest [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Ownership interest percentage | 60% | 60% | |||||||||||
Public Warrants [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Warrants outstanding (in Shares) | 11,862,492 | ||||||||||||
Warrant exercise price (in Dollars per share) | $ 11.5 | ||||||||||||
Private Placement Warrants [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Warrants outstanding (in Shares) | 6,771,000 | ||||||||||||
Class A Common Stock [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Stock converted in reverse recapitalization (in Shares) | 33,350,385 | ||||||||||||
Common stock shares outstanding (in Shares) | 23,680,528 | ||||||||||||
Warrants outstanding (in Shares) | 6,101,449 | ||||||||||||
Shares issued (in Shares) | 1,666,667 | 30,000,000 | 14,942,643 | ||||||||||
Aggregate purchase price | $ 25,000 | $ 300,000 | |||||||||||
Common stock price per share (in Dollars per share) | $ 10 | ||||||||||||
Price per share (in Dollars per share) | $ 11.5 | ||||||||||||
Price per share (in Dollars per share) | $ 15 | $ 18 | |||||||||||
Shares of common stock (in Shares) | 80,717,757 | 80,717,757 | 65,122,200 | ||||||||||
Number of shares issued (in Shares) | 23,000,000 | ||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Class B Common Stock [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Stock converted in reverse recapitalization (in Shares) | 33,350,385 | ||||||||||||
Common stock shares outstanding (in Shares) | 5,931,350 | ||||||||||||
Shares of common stock (in Shares) | 39,060,418 | 39,060,418 | 54,338,114 | ||||||||||
Number of shares issued (in Shares) | 23,000,000 | ||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Subsequent Event [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Initial capital funding | $ 222,500 | ||||||||||||
Forward Purchase Agreement [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Warrants outstanding (in Shares) | 250,000 | ||||||||||||
Aggregate purchase price | $ 300,000 | ||||||||||||
Forward Purchase Agreement [Member] | Class A Common Stock [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Price per share (in Dollars per share) | $ 11.5 | ||||||||||||
Shares of common stock (in Shares) | 29,166,667 | ||||||||||||
Forward Purchase Agreement [Member] | Class A Common Stock [Member] | Warrants [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Warrants outstanding (in Shares) | 250,000 | ||||||||||||
Aria Merger [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Cash consideration | $ 377,100 | ||||||||||||
Repayment of aria debt | 91,100 | ||||||||||||
Revenues | 54,300 | ||||||||||||
Net income | 19,800 | ||||||||||||
Transaction costs | $ 3,000 | ||||||||||||
Archaea Energy LLC [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Price per share (in Dollars per share) | $ 12 | ||||||||||||
Archaea Energy LLC [Member] | Class A Common Stock [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Initial PIPE Financing [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||||||
Gulf Coast Environmental Systems, LLC [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Membership interest | $ 700 | ||||||||||||
Ownership percentage | 100% | 72% | |||||||||||
Goodwill | 2,700 | ||||||||||||
Gulf Coast Environmental Systems, LLC [Member] | Loan Purchase Commitments [Member] | |||||||||||||
Business Combinations and Reverse Recapitalization (Details) [Line Items] | |||||||||||||
Membership interest | $ 500 | ||||||||||||
Percent of common stock purchased | 51% |
Revenues (Details)
Revenues (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Capitalized contract cost | $ 2.5 | |
Revenue recognized in contract liability | $ 1.4 |
Revenues (Details) - Schedule o
Revenues (Details) - Schedule of disaggregates revenue by significant product type - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 74,450 | $ 5,127 | $ 128,580 | $ 6,781 | $ 73,688 | $ 6,523 | |||||
RNG [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 55,328 | 821 | 90,415 | 821 | |||||||
Power [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 15,846 | 2,238 | 33,610 | 2,238 | |||||||
Corporate and Other [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 3,276 | 2,068 | 4,555 | 3,722 | |||||||
RNG, including RINs and LCFS credits [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 55,086 | 821 | 89,883 | 821 | |||||||
RNG O&M service [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | [1] | 242 | 532 | ||||||||
Power, including RECs [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 14,893 | 2,238 | 31,759 | 2,238 | 21,502 | ||||||
Power O&M service [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | [1] | 953 | 1,851 | ||||||||
Equipment and associated services [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | 2,808 | 2,068 | 4,022 | 3,722 | |||||||
Other [Member] | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenue | $ 468 | [1] | [1] | $ 533 | [1] | [1] | $ 98 | ||||
[1]Includes revenues earned from the Company’s joint ventures, see “Note 20 — Related Party Transactions.” |
Revenues (Details) - Schedule_2
Revenues (Details) - Schedule of contract assets and liabilities - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Contract Assets And Liabilities Abstract | |||
Contract assets (included in Prepaid expenses and other current assets) | $ 168 | $ 87 | $ 48 |
Contract liabilities (included in Accrued and other current liabilities) | $ (270) | $ (505) | $ (1,423) |
Revenues (Details) - Schedule_3
Revenues (Details) - Schedule of revenue expected to be recognized on remaining performance obligations under sales contracts - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Revenue Expected To Be Recognized On Remaining Performance Obligations Under Sales Contracts Abstract | ||
Remaining 2022 and 2023 | $ 42,026 | $ 118,362 |
2024 – 2025 | 262,001 | 123,992 |
2026 – 2027 | 429,996 | 128,826 |
2028 – 2029 | 441,067 | 118,116 |
2030 – 2031 | 434,641 | 119,115 |
2031 – 2032 | 418,453 | |
Thereafter | 1,871,603 | 416,779 |
Total | $ 3,899,787 | $ 1,025,189 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Public Utility, Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | $ 479,413 | $ 358,218 | $ 52,405 | ||
Less accumulated depreciation | (19,073) | (7,635) | (37) | ||
Property, plant and equipment, net | 460,340 | 350,583 | 52,368 | ||
Machinery and equipment [Member] | |||||
Public Utility, Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 307,808 | 285,718 | 376 | ||
Buildings and improvements [Member] | |||||
Public Utility, Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 17,517 | 16,039 | 88 | ||
Furniture and fixtures [Member] | |||||
Public Utility, Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 2,326 | 1,176 | 13 | ||
Construction in progress [Member] | |||||
Public Utility, Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 151,496 | [1] | 55,039 | [1] | 51,927 |
Land [Member] | |||||
Public Utility, Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | $ 266 | $ 246 | $ 1 | ||
[1]Includes both acquired long-lead equipment and projects in progress. |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Dec. 30, 2021 | Sep. 30, 2017 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Equity Method Investments (Details) [Line Items] | |||||||||
Earn-out payment | $ 9,550,000 | ||||||||
Estimated earn-out payment | $ 8,300,000 | ||||||||
Carrying value basis difference | $ 154,500,000 | 154,500,000 | |||||||
Equity investment income | 2,600,000 | 5,100,000 | |||||||
Equity method investments | 263,336,000 | 263,336,000 | $ 262,738,000 | ||||||
Amortization of basis difference | 3,100,000 | ||||||||
Mavrix [Member] | |||||||||
Equity Method Investments (Details) [Line Items] | |||||||||
Membership percentage | 50% | ||||||||
Carrying value basis difference | 154,000,000 | ||||||||
Earn-out payment | 3,700,000 | ||||||||
Smaller Investments [Member] | |||||||||
Equity Method Investments (Details) [Line Items] | |||||||||
Equity method investments | $ 7,100,000 | $ 7,100,000 | 7,100,000 | $ 7,100,000 | |||||
Sunshine Gas Producers, LLC [Member] | |||||||||
Equity Method Investments (Details) [Line Items] | |||||||||
Interest in undistributed earnings | 0 | ||||||||
Saturn Renewables LLC [Member] | |||||||||
Equity Method Investments (Details) [Line Items] | |||||||||
Contributions to equity method investments | $ 7,500,000 | ||||||||
Maximum [Member] | Mavrix [Member] | |||||||||
Equity Method Investments (Details) [Line Items] | |||||||||
Earn-out payment obligation | $ 9,550,000 | ||||||||
Mavrix [Member] | |||||||||
Equity Method Investments (Details) [Line Items] | |||||||||
Interest in undistributed earnings | $ 300,000 | ||||||||
Aria Energy LLC [Member] | |||||||||
Equity Method Investments (Details) [Line Items] | |||||||||
Equity method investments | $ 86,200,000 | 77,993,000 | |||||||
Joint venture membership amount | $ 9,550,000 | ||||||||
Other long-term liabilities | $ 1,700,000 | $ 1,700,000 | $ 1,400,000 | ||||||
Aria Energy LLC [Member] | Mavrix [Member] | |||||||||
Equity Method Investments (Details) [Line Items] | |||||||||
Joint venture membership percentage | 50% | ||||||||
Aria Energy LLC [Member] | Predecessor [ Member ] | |||||||||
Equity Method Investments (Details) [Line Items] | |||||||||
Equity method investments, description | 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. | 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. | |||||||
Aria Energy LLC [Member] | Mavrix LLC [Member] | |||||||||
Equity Method Investments (Details) [Line Items] | |||||||||
Joint venture membership percentage | 50% | ||||||||
Two Joint Ventures [Member] | Mavrix [Member] | |||||||||
Equity Method Investments (Details) [Line Items] | |||||||||
Interest in joint ventures | 50% | 50% | 50% | ||||||
Saturn Renewables LLC [Member] | |||||||||
Equity Method Investments (Details) [Line Items] | |||||||||
Interest in joint ventures | 50% | ||||||||
Contributions to equity method investments | $ 7,500,000 | $ 8,000,000 | |||||||
Carrying value of joint venture | $ 15,500,000 | $ 15,500,000 | |||||||
Saturn Renewables LLC [Member] | Saturn Renewables LLC [Member] | |||||||||
Equity Method Investments (Details) [Line Items] | |||||||||
Interest in joint ventures | 50% |
Equity Method Investments (De_2
Equity Method Investments (Details) - Schedule of equity method investments - Mavrix [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||
Assets | $ 225,978 | $ 225,978 | $ 203,864 |
Liabilities | 51,873 | 51,873 | 15,477 |
Net assets | 174,105 | 174,105 | 188,387 |
Company’s share of equity in net assets | 87,052 | 87,052 | $ 94,194 |
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 (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets (Details) [Line Items] | |||||
Goodwill | $ 29,835 | $ 29,835 | $ 29,211 | $ 2,754 | |
Goodwill impairment | 0 | 0 | 0 | ||
Amortization expense | 8,300 | $ 25 | 16,500 | 9,300 | $ 100 |
Amortization of intangibles and below-market contracts | $ 1,700 | 3,300 | 4,400 | ||
Expected future amortization, year one | 14,800 | ||||
Expected future amortization, year two | 14,800 | ||||
Expected future amortization, year three | 14,800 | ||||
Expected future amortization, year four | 14,800 | ||||
Expected future amortization, year five | 14,800 | ||||
RNG Purchase Contract [Member] | |||||
Goodwill and Intangible Assets (Details) [Line Items] | |||||
Amortization expense | $ 50 | $ 2,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of finite-lived intangible assets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 658,382 | $ 649,789 | $ 8,793 |
Accumulated Amortization | 31,159 | 11,318 | 100 |
Net | 627,223 | 638,471 | 8,693 |
Biogas rights agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 612,461 | 603,868 | 8,293 |
Accumulated Amortization | 22,814 | 8,237 | |
Net | 589,647 | 595,631 | $ 8,293 |
Electricity off-take agreements [Member] | |||
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 [Member] | |||
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 [Member] | |||
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 [Member] | |||
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 (Details) - Schedule of below-market contract liability - Below-Market Contract - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets (Details) - Schedule of below-market contract liability [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) - Schedule of accrued and other current liabilities - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Accrued And Other Current Liabilities 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 | $ 300 |
Total | $ 63,607 | $ 46,279 | $ 8,270 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Sep. 15, 2021 | Jul. 26, 2021 | Nov. 10, 2020 | Sep. 15, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 05, 2021 | Mar. 31, 2021 | Jan. 26, 2021 | Jan. 15, 2021 | |
Debt (Details) [Line Items] | |||||||||||
Long-term debt outstanding | $ 580,495 | $ 351,995 | |||||||||
Debt instrument, interest rate | 3.75% | 4.47% | 3.75% | ||||||||
Estimated fair value of outstanding debt | $ 523,000 | $ 353,100 | $ 353,100 | ||||||||
Cash consideration | $ 377,122 | ||||||||||
Line of Credit [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, interest rate | 2.75% | ||||||||||
Credit agreement amendment [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 50,000 | ||||||||||
Debt instrument, interest rate | 3.25% | ||||||||||
Loan term outstanding borrowings | $ 400,000 | ||||||||||
Credit agreement amendment [Member] | Secured Debt [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Revolving credit facility | 250,000 | ||||||||||
Debt instrument, principal amount | 220,000 | ||||||||||
Proceeds from secured debt | 1,100,000 | ||||||||||
Additional lenders | 630,000 | ||||||||||
Long-term debt outstanding | 400,000 | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 700,000 | ||||||||||
Debt instrument, interest rate | 4.89% | ||||||||||
Issued letters of credit | $ 23,800 | ||||||||||
Borrowing capacity | $ 626,200 | ||||||||||
Credit agreement amendment [Member] | Line of Credit [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, interest rate | 4.39% | ||||||||||
New Credit Agreement [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Revolving credit facility | $ 470,000 | 470,000 | |||||||||
New Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, variable interest rate, floor rate | 0% | ||||||||||
New Credit Agreement [Member] | Prime Rate [Member] | Minimum [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, variable interest rate | 1.75% | ||||||||||
New Credit Agreement [Member] | Prime Rate [Member] | Maximum [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, variable interest rate | 3.25% | ||||||||||
New Credit Agreement [Member] | Secured Debt [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, principal amount | $ 220,000 | 220,000 | |||||||||
Proceeds from secured debt | 220,000 | ||||||||||
Long-term debt outstanding | $ 218,600 | ||||||||||
Debt instrument, interest rate | 3.35% | ||||||||||
3.75% Term Note [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, interest rate | 3.75% | 3.75% | |||||||||
3.75% Term Note [Member] | Senior Subordinated Notes [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, principal amount | $ 72,500 | ||||||||||
Debt instrument, interest rate | 3.75% | 3.75% | |||||||||
4.47% Term Note [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, interest rate | 4.47% | 4.47% | |||||||||
4.47% Term Note [Member] | Senior Subordinated Notes [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, principal amount | $ 60,800 | ||||||||||
Debt instrument, interest rate | 4.47% | 4.47% | |||||||||
Assai Senior Secured Notes [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, interest rate | 3.75% | ||||||||||
Proceeds from senior long-term debt | $ 133,400 | ||||||||||
Secured Promissory Notes [Member] | Secured Promissory Notes [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, principal amount | $ 30,000 | ||||||||||
Debt instrument term | 1 year | ||||||||||
$16.5m Secured Promissory Notes [Member] | Secured Promissory Notes [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, principal amount | $ 16,500 | ||||||||||
Debt instrument, interest rate | 20% | 20% | |||||||||
Debt instrument, guaranteed minimum interest payable | $ 1,000 | ||||||||||
$13.5m Secured Promissory Notes [Member] | Secured Promissory Notes [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, principal amount | $ 13,500 | ||||||||||
Debt instrument, interest rate | 7.50% | ||||||||||
Comerica Term Loan [Member] | Secured Debt [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, principal amount | $ 12,000 | ||||||||||
Debt instrument, interest rate | 4.50% | ||||||||||
Noble Guaranty [Member] | Secured Promissory Notes [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Debt instrument, interest rate | 20% | ||||||||||
Short-term debt | $ 3,200 | ||||||||||
Paycheck Protection Program [Member] | Loans [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Interest payable | $ 200 | ||||||||||
Paycheck Protection Program [Member] | Gulf Coast Environmental Systems, LLC ("GCES") [Member] | Loans Payable [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Proceeds from loan | 500 | ||||||||||
PEI Power LLC [Member] | Assai Senior Secured Notes [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Cash consideration | 30,000 | ||||||||||
Revolving Credit Facility [Member] | New Credit Agreement [Member] | Line of Credit [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Issued letters of credit | 14,200 | ||||||||||
Borrowing capacity | 235,800 | ||||||||||
Revolving Credit Facility [Member] | Comerica [Member] | Line of Credit [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 8,000 | ||||||||||
Revolving Credit Facility [Member] | Line of Credit [Member] | New Credit Agreement [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 250,000 | $ 250,000 | |||||||||
Line of Credit [Member] | Comerica Bank - Specific Advance Facility Note [Member] | Line of Credit [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $5.0 | ||||||||||
Line of Credit [Member] | Corporate Credit Account [Member] | Line of Credit [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 3,500 | ||||||||||
Line of Credit [Member] | Comerica Bank - Specific Advance Facility Note And Commercia Term Loan [Member] | Line of Credit [Member] | |||||||||||
Debt (Details) [Line Items] | |||||||||||
Proceeds from secured debt | $ 17,000 | $ 16,300 |
Debt (Details) - Schedule of ou
Debt (Details) - Schedule of outstanding debt - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
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 | $ 14,773 |
3.75% Term Note [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 69,667 | 72,542 | |
Credit Agreement, as amended – Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 400,000 | 218,625 | |
Credit Agreement, as amended – Revolver [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 50,000 | ||
4.47% Term Note [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 60,828 | $ 60,828 |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of outstanding debt (Parentheticals) | Jun. 30, 2022 | Dec. 31, 2021 |
4.47% Term Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 4.47% | 4.47% |
3.75% Term Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 3.75% | 3.75% |
Debt (Details) - Scheduled futu
Debt (Details) - Scheduled future maturities of long-term debt - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Scheduled Future Maturities Of Long Term Debt Abstract | ||
Remainder of 2022 | $ 10,502 | $ 12,752 |
2023 | 26,108 | 17,108 |
2024 | 26,371 | 17,371 |
2025 | 26,598 | 17,598 |
2026 and thereafter | 490,916 | 185,607 |
Total | $ 580,495 | $ 351,995 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases (Details) [Line Items] | |||||||
Lease term | 11 years | 11 years | |||||
Short-term operating lease expense | $ 400,000 | $ 900,000 | |||||
Total lease costs | 800,000 | 1,600,000 | |||||
Operating lease expense | 300,000 | $ 700,000 | |||||
Rent expense | $ 300,000 | $ 400,000 | $ 400,000 | $ 200,000 | |||
Related-party lease payment | $ 0 | $ 70,000 | $ 53,000 | $ 105,000 | |||
Lease commitment, not yet commenced | $ 8,300,000 | ||||||
Minimum [Member] | |||||||
Leases (Details) [Line Items] | |||||||
Lease term | 1 year | 1 year | 1 year | ||||
Maximum [Member] | |||||||
Leases (Details) [Line Items] | |||||||
Lease term | 11 years | 11 years | 11 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of ROU assets and operating lease liabilities $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Schedule Of Rou Assets And Operating Lease Liabilities 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 (Details) - Schedule o_2
Leases (Details) - Schedule of future lease payments - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 |
Schedule Of Future Lease Payments 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 | $ 5,100 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||||||
Lease term | 11 years | |||||
Related-party lease payment | $ 0 | $ 70,000 | $ 53,000 | $ 105,000 | ||
Rent expense | $ 300,000 | $ 400,000 | $ 400,000 | $ 200,000 | ||
Description of agreements expire at various | 2045 | |||||
Minimum [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Lease term | 1 year | 1 year | ||||
Maximum [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Lease term | 11 years | 11 years | ||||
Gulf Coast Environmental Systems LLC GCES [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Related-party lease payment | $ 200,000 |
Derivative Instruments (Details
Derivative Instruments (Details) | 1 Months Ended | 4 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | |||||||
Apr. 06, 2020 USD ($) | May 31, 2022 | Nov. 30, 2021 $ / shares | Apr. 30, 2020 USD ($) | Dec. 31, 2020 USD ($) shares | Jun. 30, 2022 USD ($) MMBTU | Jun. 30, 2021 USD ($) | Sep. 14, 2021 USD ($) shares | Dec. 31, 2021 USD ($) mJ $ / shares shares | Dec. 31, 2024 USD ($) | Dec. 06, 2021 $ / shares | Sep. 13, 2021 $ / shares | |
Derivative Instruments (Details) [Line Items] | ||||||||||||
Private placement warrants, description | 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. | |||||||||||
Agreement remaining notional | mJ | 327,600 | |||||||||||
Fixed cap interest | 1.094% | |||||||||||
Interest rate swap notional | $ | $ 94,900,000 | |||||||||||
Associated fees | zero | |||||||||||
Redeemable warrants, shares (in Shares) | shares | 2,724,515 | |||||||||||
Redeemable warrants exercise price per share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.1 | ||||||||||
Expired date | Sep. 15, 2026 | |||||||||||
Sales price per share (in Dollars per share) | $ / shares | $ 0.1 | |||||||||||
Generating a total proceeds | $ | $ 107,700,000 | |||||||||||
Forward purchase warrants exercised shares (in Shares) | shares | 250,000 | |||||||||||
Unexercised outstanding public warrants (in Shares) | shares | 23,574 | |||||||||||
Cash payments | $ | $ 100,000 | |||||||||||
Natural Gas Swap [Member] | ||||||||||||
Derivative Instruments (Details) [Line Items] | ||||||||||||
Agreement remaining notional | MMBTU | 219,000 | |||||||||||
Interest Rate Swap [Member] | ||||||||||||
Derivative Instruments (Details) [Line Items] | ||||||||||||
Fixed cap interest | 1.094% | |||||||||||
Interest rate swap notional | $ | $ 107,900,000 | |||||||||||
Interest Rate Cap [Member] | ||||||||||||
Derivative Instruments (Details) [Line Items] | ||||||||||||
Interest rate swap notional | $ | $ 109,300,000 | |||||||||||
Private Placement [Member] | ||||||||||||
Derivative Instruments (Details) [Line Items] | ||||||||||||
Total public warrants, shares (in Shares) | shares | 12,112,492 | |||||||||||
Redeemable warrants, shares (in Shares) | shares | 6,771,000 | |||||||||||
Warrant [Member] | ||||||||||||
Derivative Instruments (Details) [Line Items] | ||||||||||||
Redeemable warrants exercise price per share (in Dollars per share) | $ / shares | $ 0.1 | |||||||||||
Aria Energy LLC [Member] | ||||||||||||
Derivative Instruments (Details) [Line Items] | ||||||||||||
Fixed cap interest | 1% | 1% | ||||||||||
Termination date | May 31, 2022 | May 31, 2022 | Jun. 30, 2023 | |||||||||
Interest rate | $ | $ 110,000,000 | $ 110,000,000 | ||||||||||
Associated fees | $ | $ 0 | |||||||||||
Shares of swap agreement (in Shares) | shares | 789,600 | 392,400 | ||||||||||
Associated fees | zero | |||||||||||
Cash payments | $ | $ 1,300,000 | $ 500,000 | ||||||||||
Redeemable Warrants [Member] | ||||||||||||
Derivative Instruments (Details) [Line Items] | ||||||||||||
Redeemable warrants exercise price per share (in Dollars per share) | $ / shares | $ 11.5 | |||||||||||
Common Class A [Member] | ||||||||||||
Derivative Instruments (Details) [Line Items] | ||||||||||||
Redeemable warrants, shares (in Shares) | shares | 6,101,449 | |||||||||||
Redeemable warrants exercise price per share (in Dollars per share) | $ / shares | $ 11.5 | |||||||||||
Sales price per share (in Dollars per share) | $ / shares | $ 18 | $ 15 | ||||||||||
Trigger issued price per share (in Dollars per share) | $ / shares | $ 18 | |||||||||||
Aggregate shares (in Shares) | shares | 983,520 | |||||||||||
Negotiated price per share (in Dollars per share) | $ / shares | $ 17.65 | |||||||||||
Common Class A [Member] | Private Placement [Member] | ||||||||||||
Derivative Instruments (Details) [Line Items] | ||||||||||||
Total public warrants, shares (in Shares) | shares | 9,114,403 | |||||||||||
Common Class A [Member] | Warrant [Member] | ||||||||||||
Derivative Instruments (Details) [Line Items] | ||||||||||||
Sales price per share (in Dollars per share) | $ / shares | $ 10 | |||||||||||
Forecast [Member] | Interest Rate Swap [Member] | ||||||||||||
Derivative Instruments (Details) [Line Items] | ||||||||||||
Interest rate swap notional | $ | $ 94,900,000 | |||||||||||
Forecast [Member] | Aria Energy LLC [Member] | ||||||||||||
Derivative Instruments (Details) [Line Items] | ||||||||||||
Termination date | Jun. 30, 2023 | |||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Aria Energy LLC [Member] | ||||||||||||
Derivative Instruments (Details) [Line Items] | ||||||||||||
Effective date | Apr. 30, 2020 |
Derivative Instruments (Detai_2
Derivative Instruments (Details) - Schedule of assumptions to estimate the fair value - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Sep. 15, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Assumptions To Estimate The Fair Value Abstract | |||
Stock price | $ 18.05 | $ 15.53 | $ 18.28 |
Exercise price | $ 11.5 | $ 11.5 | $ 11.5 |
Volatility | 45.80% | 49.50% | 46% |
Expected term (years) | 5 years | 4 years 2 months 12 days | 4 years 8 months 12 days |
Risk-free interest rate | 0.79% | 3% | 1.21% |
Derivative Instruments (Detai_3
Derivative Instruments (Details) - Schedule of fair value of the warrant liabilities - USD ($) $ in Thousands | 4 Months Ended | 6 Months Ended |
Dec. 31, 2021 | Jun. 30, 2022 | |
Schedule Of Fair Value Of The Warrant Liabilities Abstract | ||
Warrant liabilities at beginning balance | $ 67,290 | |
Change in fair value | $ 3,015 | (13,004) |
Less fair value of warrants exercised | (85,878) | (1,556) |
Warrant liabilities at ending balance | $ 67,290 | $ 52,730 |
Derivative Instruments (Detai_4
Derivative Instruments (Details) - Schedule of balance sheet classification and fair value - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 12, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||||
Total derivative assets | $ 4,965 | $ 439 | ||
Accrued and other current liabilities | 67,290 | $ 150,153 | ||
Derivative liabilities | 52,730 | 67,424 | ||
Total derivative liabilities | 52,785 | 68,195 | ||
Warrant liabilities [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative liabilities | 52,730 | 67,290 | ||
Natural gas swap liability [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Prepaid expenses and other current assets | 245 | |||
Accrued and other current liabilities | 55 | 44 | ||
Interest rate swap asset [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Prepaid expenses and other current assets | 1,906 | |||
Other non-current assets | 2,814 | 439 | ||
Total derivative assets | 439 | |||
Accrued and other current liabilities | 727 | |||
Natural gas swap liability [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative liabilities | $ 134 |
Derivative Instruments (Detai_5
Derivative Instruments (Details) - Schedule of income statement effect of gains and losses related to warrants and derivative instruments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Gain (loss) on warrants and derivative contracts | $ 38,095 | $ 18,180 | $ (3,727) | |||
Gain (loss) on natural gas swap contract [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Gain (loss) on warrants and derivative contracts | 116 | 570 | ||||
Gain (loss) on warrant liabilities [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Gain (loss) on warrants and derivative contracts | 37,016 | 13,004 | ||||
Gain (loss) on interest rate swap contract [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Gain (loss) on warrants and derivative contracts | $ 963 | $ 4,606 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | |
Fixed interest rate | 1.094% |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of derivative assets and liabilities - Fair Values Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Natural gas swap [Member] | ||
Assets | ||
Total derivative assets | $ 245 | |
Liabilities | ||
Total derivative liabilities | 55 | $ 178 |
Interest rate swap [Member] | ||
Assets | ||
Total derivative assets | 4,720 | 439 |
Liabilities | ||
Total derivative liabilities | 727 | |
Warrant liabilities [Member] | ||
Liabilities | ||
Total derivative liabilities | 52,730 | 67,290 |
Level 1 [Member] | Natural gas swap [Member] | ||
Assets | ||
Total derivative assets | ||
Liabilities | ||
Total derivative liabilities | ||
Level 1 [Member] | Interest rate swap [Member] | ||
Assets | ||
Total derivative assets | ||
Liabilities | ||
Total derivative liabilities | ||
Level 1 [Member] | Warrant liabilities [Member] | ||
Liabilities | ||
Total derivative liabilities | ||
Level 2 [Member] | Natural gas swap [Member] | ||
Assets | ||
Total derivative assets | 245 | |
Liabilities | ||
Total derivative liabilities | 55 | 178 |
Level 2 [Member] | Interest rate swap [Member] | ||
Assets | ||
Total derivative assets | 4,720 | 439 |
Liabilities | ||
Total derivative liabilities | 727 | |
Level 2 [Member] | Warrant liabilities [Member] | ||
Liabilities | ||
Total derivative liabilities | ||
Level 3 [Member] | Natural gas swap [Member] | ||
Assets | ||
Total derivative assets | ||
Liabilities | ||
Total derivative liabilities | ||
Level 3 [Member] | Interest rate swap [Member] | ||
Assets | ||
Total derivative assets | ||
Liabilities | ||
Total derivative liabilities | ||
Level 3 [Member] | Warrant liabilities [Member] | ||
Liabilities | ||
Total derivative liabilities | $ 52,730 | $ 67,290 |
Nonredeemable and Redeemable _3
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity (Details) | 1 Months Ended | 12 Months Ended | |||||
Sep. 13, 2021 shares | Apr. 07, 2021 shares | Mar. 31, 2022 shares | Dec. 31, 2021 $ / shares shares | Jun. 30, 2022 $ / shares shares | Sep. 15, 2021 | Dec. 31, 2020 $ / shares shares | |
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity (Details) [Line Items] | |||||||
Owned interest percentage | 100% | 100% | 100% | ||||
Number of shares sold | 2,500,000 | ||||||
Directly owned interest percentage | 54.50% | ||||||
Preferred stock, shares authorized | 10,000,000 | ||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||
Preferred stock shares issued | 0 | 0 | |||||
Preferred stock shares outstanding | 0 | 0 | |||||
Common stock, number of votes per share | 1 | ||||||
Class A Common Stock [Member] | |||||||
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity (Details) [Line Items] | |||||||
Number of shares sold | 1,666,667 | 30,000,000 | 14,942,643 | ||||
Common stock shares outstanding | 14,942,643 | ||||||
Common stock, shares authorized | 900,000,000 | 900,000,000 | 900,000,000 | ||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Class B Common Stock [Member] | |||||||
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity (Details) [Line Items] | |||||||
Common stock shares outstanding | 14,942,643 | ||||||
Common stock, shares authorized | 190,000,000 | 190,000,000 | 190,000,000 | ||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Total Controlling Interests [Member] | Opco [Member] | |||||||
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity (Details) [Line Items] | |||||||
Owned interest percentage | 54.50% | 67.40% | |||||
Redeemable Noncontrolling Interests [Member] | Opco [Member] | |||||||
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity (Details) [Line Items] | |||||||
Noncontrolling interest percentage | 45.50% | 32.60% | |||||
Nonredeemable Noncontrolling Interests [Member] | Opco [Member] | |||||||
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity (Details) [Line Items] | |||||||
Noncontrolling interest percentage | 45.50% |
Nonredeemable and Redeemable _4
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity (Details) - Schedule of common stock issuance and repurchases - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity (Details) - Schedule of common stock issuance and repurchases [Line Items] | ||
Beginning balance | 65,122,200 | |
Issued for warrant exercises | 100,009 | 10,347,923 |
Exchange of Class B Common Stock for Class A Common Stock | 15,277,696 | 7,943,621 |
Issued for vested RSUs | 217,852 | 84,910 |
Ending balance | 80,717,757 | 65,122,200 |
Class B Common Stock [Member] | ||
Nonredeemable and Redeemable Noncontrolling Interest and Stockholders’ Equity (Details) - Schedule of common stock issuance and repurchases [Line Items] | ||
Beginning balance | 54,338,114 | |
Issued for warrant exercises | ||
Exchange of Class B Common Stock for Class A Common Stock | (15,277,696) | (7,943,621) |
Issued for vested RSUs | ||
Ending balance | 39,060,418 | 54,338,114 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jan. 02, 2022 | Dec. 29, 2021 | May 31, 2022 | Apr. 30, 2022 | Feb. 28, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation (Details) [Line Items] | |||||||||
Number of shares authorized (in Shares) | 11,300,000 | ||||||||
Incremental share-based compensation expense | $ 2.9 | ||||||||
RSUs granted (in Shares) | 991,020 | ||||||||
Stock-based compensation expense | $ 8.2 | ||||||||
Omnibus Incentive Plan (the "Plan") [Member] | |||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||
Number of shares authorized (in Shares) | 11,300,000 | 11,300,000 | |||||||
Shares available for future issuance (in Shares) | 9,600,000 | 9,600,000 | 10,400,000 | ||||||
Series A Unit Awards [Member] | Series A Incentive Plan [Member] | |||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||
Number of vested awards (in Shares) | 4,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||
RSUs granted (in Shares) | 41,028 | ||||||||
Vesting period | 1 year | 3 years | |||||||
Number of unvested awards (in Shares) | 158,583 | ||||||||
Incremental share-based compensation expense | $ 2.9 | ||||||||
RSUs granted (in Shares) | 666,677 | ||||||||
Stock-based compensation expense | $ 2.4 | $ 2.7 | |||||||
Unrecognized compensation expense | 19.1 | $ 19.1 | $ 14.4 | ||||||
Weighted average expected period of recognition | 1 year 7 months 6 days | 1 year 6 months | |||||||
Granted total RSUs (in Shares) | 991,020 | ||||||||
Stock-based compensation expense | $ 0 | ||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||
Vesting period | 6 years | ||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Restricted Stock Units (RSUs) [Member] | Common Class A [Member] | |||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||
Vested RSUs units (in Shares) | 85,922 | 55,090 | |||||||
PerformanceBasedRestrictedStockUnits[Member] | |||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
RSUs granted (in Shares) | 364,117 | 364,117 | |||||||
Stock-based compensation expense | 0.8 | $ 0.8 | |||||||
Unrecognized compensation expense | $ 8.6 | $ 8.6 | |||||||
Weighted average expected period of recognition | 2 years 8 months 12 days | ||||||||
Performance period | 3 years | ||||||||
PerformanceBasedRestrictedStockUnits[Member] | Minimum [Member] | |||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestingPercentage | 0% | ||||||||
PerformanceBasedRestrictedStockUnits[Member] | Maximum [Member] | |||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestingPercentage | 200% | ||||||||
PerformanceBasedRestrictedStockUnits[Member] | Average Cash Return On Investment [Member] | |||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||
Performance payout rate | 100% | 100% | |||||||
Series A Unit Awards [Member] | Series A Incentive Plan [Member] | |||||||||
Share-Based Compensation (Details) [Line Items] | |||||||||
Stock-based compensation expense | $ 0.1 | $ 0.2 | $ 2.3 | $ 0 | |||||
Number of unvested awards (in Shares) | 4,500 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details) - Schedule of nonvested restricted stock units activity | 6 Months Ended | |
Jun. 30, 2022 $ / shares shares | ||
RSUs [Member] | ||
Share-Based Compensation (Details) - Schedule of nonvested restricted stock units activity [Line Items] | ||
RSUs, Outstanding at beginning balance | shares | 851,020 | |
Weighted- Average Grant Date Fair Value, Outstanding at beginning balance | $ / shares | $ 17.23 | |
RSUs Granted | shares | 707,705 | |
Weighted- Average Grant Date Fair Value Granted | $ / shares | $ 22.22 | |
RSUs vested | shares | (316,903) | [1] |
Weighted- Average Grant Date Fair Value Vested | $ / shares | $ 17.23 | [1] |
RSUs Forfeited | shares | (164,004) | |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | $ 18.29 | |
RSUs, Outstanding at ending balance | shares | 1,077,818 | |
Weighted- Average Grant Date Fair Value, Outstanding at ending balance | $ / shares | $ 20.35 | |
PSUs [Member] | ||
Share-Based Compensation (Details) - Schedule of nonvested restricted stock units activity [Line Items] | ||
RSUs, Outstanding at beginning balance | shares | ||
Weighted- Average Grant Date Fair Value, Outstanding at beginning balance | $ / shares | ||
RSUs Granted | shares | 364,117 | |
Weighted- Average Grant Date Fair Value Granted | $ / shares | $ 26.75 | |
RSUs Forfeited | shares | (12,580) | |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | $ 26.84 | |
RSUs, Outstanding at ending balance | shares | 351,537 | |
Weighted- Average Grant Date Fair Value, Outstanding at ending balance | $ / shares | $ 26.75 | |
[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. |
Share-Based Compensation (Det_3
Share-Based Compensation (Details) - Schedule of fair value weighted-average assumptions | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
Schedule Of Fair Value Weighted Average Assumptions Abstract | |
Stock price | $ 22.67 |
Volatility | 49% |
Risk-free interest rate | 2.60% |
Grant date fair value per target ATSR PSU | $ 28.53 |
Provision for Income Tax (Detai
Provision for Income Tax (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Provision for Income Tax (Details) [Line Items] | |||||||
Ownership percentage | 67.40% | ||||||
Income tax expense | $ 129,000 | $ 129,000 | |||||
Effective income tax rate | 0% | 0% | (23.60%) | 0% | 0% | 0% | |
U.S. statutory tax rate | 21% | 21% | 21% | ||||
Income tax expense | $ 0 | $ 0 | |||||
Increase (decrease) in valuation allowance | 55,100,000 | $ 100,000 | |||||
Domestic Tax Authority [Member] | |||||||
Provision for Income Tax (Details) [Line Items] | |||||||
Net operating loss carryforwards | $ 15,100,000 | ||||||
State and Local Jurisdiction [Member] | |||||||
Provision for Income Tax (Details) [Line Items] | |||||||
Net operating loss carryforwards | $ 7.2 |
Net Earnings (Loss) Per Share_2
Net Earnings (Loss) Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Restricted Stock Units (RSUs) [Member] | |||
Net Earnings (Loss) Per Share (Details) [Line Items] | |||
Common stock excluded due to antidilutive effect | 1,403,593 | 1,403,593 | 159,751 |
Public Sector Undertaking PSU [Member] | |||
Net Earnings (Loss) Per Share (Details) [Line Items] | |||
Common stock excluded due to antidilutive effect | 1,113,242 | 1,113,242 | |
Warrant [Member] | |||
Net Earnings (Loss) Per Share (Details) [Line Items] | |||
Common stock excluded due to antidilutive effect | 15,303,946 |
Net Earnings (Loss) Per Share_3
Net Earnings (Loss) Per Share (Details) - Schedule of basic and diluted EPS attributable to class A common stock - Class A Common Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Earnings (Loss) Per Share (Details) - Schedule of basic and diluted EPS attributable to class A common stock [Line Items] | ||||||
Net income (loss) attributable to Class A Common shares – basic (in Dollars) | $ 21,950 | $ 3,523 | $ (5,153) | |||
Less gain in fair value of Private Placement Warrants (in Dollars) | (37,016) | (13,004) | ||||
Net income (loss) attributable to Class A Common shares – diluted (in Dollars) | $ (15,066) | $ (9,481) | ||||
Weighted average number of Class A Common shares outstanding – basic | 80,523 | 73,489 | 56,466 | |||
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 | 56,466 | |||
Basic (in Dollars per share) | $ 0.27 | $ 0.05 | ||||
Diluted (in Dollars per share) | $ (0.18) | $ (0.12) |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Information [Abstract] | ||||||
Reporting segment | 2 | 2 | 2 | 2 | 2 | 2 |
Revenues and other income | 10% | 10% |
Segment Information (Details) -
Segment Information (Details) - Schedule of financial information for company's reporting segments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||
Total revenue and other income | $ 77,219 | $ 5,127 | $ 134,116 | $ 6,781 | ||
Equity investment income, net | 2,693 | 4,122 | $ 5,653 | |||
Net income (loss) | 32,624 | (7,930) | (548) | (10,429) | (19,278) | |
Interest expense | 3,712 | 13 | 6,366 | 19 | 4,797 | 20 |
Depreciation, amortization and accretion | 13,730 | 886 | 26,219 | 935 | 16,025 | 137 |
Income tax expense | 129 | 129 | ||||
EBITDA | 50,195 | (7,031) | 32,166 | (9,475) | (10,099) | (2,079) |
June 30, 2022 | ||||||
Goodwill | 29,835 | 29,835 | 29,211 | 2,754 | ||
RNG [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue and other income | 58,781 | 822 | 97,620 | 822 | ||
Equity investment income, net | 2,506 | 3,544 | 5,042 | |||
Net income (loss) | 11,050 | (476) | 24,426 | (1,566) | ||
Interest expense | 1,468 | 13 | 1,995 | 19 | 490 | |
Depreciation, amortization and accretion | 10,966 | 202 | 20,073 | 215 | 10,029 | 3 |
Income tax expense | ||||||
EBITDA | 23,484 | (261) | 46,494 | (1,332) | 27,881 | (1,122) |
June 30, 2022 | ||||||
Goodwill | 29,835 | 29,835 | 29,211 | 2,754 | ||
Power [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue and other income | 16,458 | 2,237 | 34,718 | 2,237 | ||
Equity investment income, net | 187 | 578 | 641 | |||
Net income (loss) | 1,629 | (1,830) | 3,274 | (1,830) | ||
Interest expense | ||||||
Depreciation, amortization and accretion | 2,573 | 630 | 5,731 | 630 | 5,718 | |
Income tax expense | ||||||
EBITDA | 4,202 | (1,200) | 9,005 | (1,200) | 4,226 | (11) |
June 30, 2022 | ||||||
Goodwill | ||||||
Corporate and Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue and other income | 1,980 | 2,068 | 1,778 | 3,722 | ||
Equity investment income, net | (30) | |||||
Net income (loss) | 19,945 | (5,624) | (28,248) | (7,033) | ||
Interest expense | 2,244 | 4,371 | 4,307 | 20 | ||
Depreciation, amortization and accretion | 191 | 54 | 415 | 90 | 278 | 134 |
Income tax expense | 129 | 129 | ||||
EBITDA | 22,509 | (5,570) | (23,333) | (6,943) | (42,206) | (946) |
June 30, 2022 | ||||||
Goodwill | ||||||
Revenue [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue and other income | 77,219 | 5,127 | 134,116 | 6,781 | ||
Revenue [Member] | RNG [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue and other income | 58,781 | 822 | 97,620 | 822 | ||
Revenue [Member] | Power [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue and other income | 15,092 | 2,237 | 31,941 | 2,237 | ||
Revenue [Member] | Corporate and Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue and other income | 3,346 | 2,068 | 4,555 | 3,722 | ||
Intersegment revenue [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue and other income | ||||||
Intersegment revenue [Member] | RNG [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue and other income | ||||||
Intersegment revenue [Member] | Power [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue and other income | 1,366 | 2,777 | ||||
Intersegment revenue [Member] | Corporate and Other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue and other income | $ (1,366) | $ (2,777) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 14, 2021 | Jun. 30, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||
Contract price | $ 19,900,000 | |||||
Additional capital costs | $ 4,600,000 | |||||
Related-party reimbursed | 6,100,000 | 5,800,000 | ||||
Recognized revenues | $ 700,000 | $ 1,000,000 | 400,000 | |||
Percentage of joint ventues owership | 20% | |||||
Total related pary amount | 700,000 | $ 700,000 | ||||
Total amount | 17,900,000 | |||||
Payables to related party | 1,500,000 | |||||
Receivable from related party | 200,000 | |||||
Aria Energy LLC [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Receivable from related party | $ 88,000 | |||||
Owned joint ventures | 50% | |||||
Amount of accounts receivable from joint venture partners | $ 300,000 | |||||
Certain Joint Ventures [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Joint ventures receivable | $ 500,000 | 500,000 | ||||
Mavrix [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Payables to related party | 0 | |||||
Receivable from related party | $ 400,000 | |||||
EPC Contract [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Contract price | $ 19,900,000 | |||||
Joint Ventures [Member] | Aria Energy LLC [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Owned joint ventures | 50% |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jul. 15, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Subsequent Events (Details) [Line Items] | |||
Ownership interest | 100% | ||
Other costs related to the acquisition | $ 1.6 | $ 2.3 | |
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Consideration adjustment received | $ 230.5 | ||
Number of facilities owned | 14 |
Organization and Description _5
Organization and Description of Business (Details) - Schedule of redeemable noncontrolling interest - shares | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 15, 2021 |
Schedule of Investments [Line Items] | |||
Investment owned balance | 119,778,175 | 119,460,314 | 115,128,930 |
Noncontrolling interest, ownership percentage by parent | 100% | 100% | 100% |
Total controlling interests [Member] | |||
Schedule of Investments [Line Items] | |||
Investment owned balance | 80,717,757 | 65,122,200 | 52,847,195 |
Noncontrolling interest, ownership percentage by parent | 67.40% | 54.50% | 45.90% |
Total redeemable noncontrolling interests [Member] | |||
Schedule of Investments [Line Items] | |||
Investment owned balance | 39,060,418 | 54,338,114 | 62,281,735 |
Noncontrolling interest, ownership percentage by parent | 32.60% | 45.50% | 54.10% |
Archaea [Member] | Total controlling interests [Member] | |||
Schedule of Investments [Line Items] | |||
Investment owned balance | 80,717,757 | 65,122,200 | 52,847,195 |
Noncontrolling interest, ownership percentage by parent | 67.40% | 54.50% | 45.90% |
Aria Holders [Member] | Total redeemable noncontrolling interests [Member] | |||
Schedule of Investments [Line Items] | |||
Investment owned balance | 15,056,379 | 23,000,000 | |
Noncontrolling interest, ownership percentage by parent | 12.60% | 20% | |
Legacy Archaea Holders [Member] | Total redeemable noncontrolling interests [Member] | |||
Schedule of Investments [Line Items] | |||
Investment owned balance | 33,350,385 | 33,350,385 | 33,350,385 |
Noncontrolling interest, ownership percentage by parent | 27.80% | 27.90% | 29% |
Sponsor, Atlas and RAC independent directors [Member] | Total redeemable noncontrolling interests [Member] | |||
Schedule of Investments [Line Items] | |||
Investment owned balance | 5,710,033 | 5,931,350 | 5,931,350 |
Noncontrolling interest, ownership percentage by parent | 4.80% | 5% | 5.20% |
Business Combinations and Rev_4
Business Combinations and Reverse Recapitalization (Details) - Schedule of business acquisitions, by acquisition $ in Thousands | 1 Months Ended |
Sep. 15, 2021 USD ($) | |
Schedule Of Business Acquisitions By Acquisition Abstract | |
Class A Opco Units (and corresponding shares of Class B Common Stock) | $ 394,910 |
Cash consideration | 377,122 |
Repayment of Aria debt at Closing | 91,115 |
Total purchase price consideration | $ 863,147 |
Business Combinations and Rev_5
Business Combinations and Reverse Recapitalization (Details) - Schedule of preliminary allocation of aria merger consideration - Aria Energy LLC [Member] $ in Thousands | Sep. 15, 2021 USD ($) |
Fair value of assets acquired | |
Cash and cash equivalents | $ 4,903 |
Account receivable, net | 27,331 |
Inventory | 9,015 |
Prepaid expenses and other current assets | 3,834 |
Property, plant and equipment, net | 126,463 |
Intangible assets, net | 607,610 |
Equity method investments | 243,128 |
Other non-current assets | 861 |
Goodwill | 26,457 |
Amount attributable to assets acquired | 1,049,602 |
Fair value of liabilities assumed | |
Accounts payable | 2,760 |
Accrued and other current liabilities | 26,496 |
Below-market contracts | 146,990 |
Other long-term liabilities | 10,209 |
Amount attributable to liabilities assumed | 186,455 |
Net assets acquired | 863,147 |
Total Aria Merger consideration | $ 863,147 |
Business Combinations and Rev_6
Business Combinations and Reverse Recapitalization (Details) - Schedule of recognized identified assets acquired and liabilities assumed $ in Thousands | 1 Months Ended |
Sep. 15, 2021 USD ($) | |
Biogas Rights Agreements [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Identifiable assets acquired | $ 565,300 |
Weighted Average Amortization Period | 20 years |
Electricity Off-Take Agreements [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Identifiable assets acquired | $ 23,400 |
Weighted Average Amortization Period | 12 years |
Operations And Maintenance Contracts [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Identifiable assets acquired | $ 8,620 |
Weighted Average Amortization Period | 15 years |
RNG Purchase Contract [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Identifiable assets acquired | $ 10,290 |
Weighted Average Amortization Period | 1 year |
Gas Off-Take Agreement Liabilities [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Identifiable assets acquired | $ (146,990) |
Weighted Average Amortization Period | 11 years |
Business Combinations and Rev_7
Business Combinations and Reverse Recapitalization (Details) - Schedule of business acquisition, pro forma information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Business Acquisition Pro Forma Information Abstract | ||
Total revenues | $ 205,758 | $ 162,018 |
Net income (loss) | $ (77,449) | $ (49,730) |
Revenues (Details) - Schedule_4
Revenues (Details) - Schedule of disaggregates revenue by significant product type - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | $ 74,450 | $ 5,127 | $ 128,580 | $ 6,781 | $ 73,688 | $ 6,523 | ||||
RNG, Including RINs and LCFSs [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | 44,815 | |||||||||
Gas O&M Service [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | 386 | |||||||||
Power, Including RECs [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | 14,893 | 2,238 | 31,759 | 2,238 | 21,502 | |||||
Electric O&M Service [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | 1,070 | |||||||||
Equipment and associated services | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | 5,817 | $ 6,523 | ||||||||
Other [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | $ 468 | [1] | [1] | $ 533 | [1] | [1] | $ 98 | |||
[1]Includes revenues earned from the Company’s joint ventures, see “Note 20 — Related Party Transactions.” |
Revenues (Details) - Schedule_5
Revenues (Details) - Schedule of contract assets and liabilities - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Contract Assets And Liabilities Abstract | |||
Contract assets (included in Prepaid expenses and other current assets) | $ 168 | $ 87 | $ 48 |
Contract liabilities (included in Accrued and other current liabilities) | $ (270) | $ (505) | $ (1,423) |
Revenues (Details) - Schedule_6
Revenues (Details) - Schedule of revenue expected to be recognized on remaining performance obligations under sales contracts - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Revenue Expected To Be Recognized On Remaining Performance Obligations Under Sales Contracts Abstract | ||
2022 – 2023 | $ 42,026 | $ 118,362 |
2024 – 2025 | 262,001 | 123,992 |
2026 – 2027 | 429,996 | 128,826 |
2028 – 2029 | 441,067 | 118,116 |
2030 – 2031 | 434,641 | 119,115 |
Thereafter | 1,871,603 | 416,779 |
Total | $ 3,899,787 | $ 1,025,189 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Prepaid Expenses And Other Current Assets Abstract | |||
Prepaid equipment and parts | $ 6,578 | ||
Prepaid royalties | 5,119 | 1,255 | |
Prepaid insurance | 4,852 | 112 | |
Other prepaid expenses | 4,676 | 3,363 | |
Total | $ 33,952 | $ 21,225 | $ 4,730 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Public Utility, Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | $ 479,413 | $ 358,218 | $ 52,405 | ||
Less accumulated depreciation | (19,073) | (7,635) | (37) | ||
Property, plant and equipment, net | 460,340 | 350,583 | 52,368 | ||
Machinery and equipment [Member] | |||||
Public Utility, Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 307,808 | 285,718 | 376 | ||
Buildings and improvements [Member] | |||||
Public Utility, Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 17,517 | 16,039 | 88 | ||
Furniture and fixtures [Member] | |||||
Public Utility, Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 2,326 | 1,176 | 13 | ||
Construction in progress [Member] | |||||
Public Utility, Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 151,496 | [1] | 55,039 | [1] | 51,927 |
Land [Member] | |||||
Public Utility, Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | $ 266 | $ 246 | $ 1 | ||
[1]Includes both acquired long-lead equipment and projects in progress. |
Equity Method Investments (De_3
Equity Method Investments (Details) - Schedule of equity method investments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Mavrix [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Assets | $ 225,978 | $ 225,978 | $ 203,864 |
Liabilities | 51,873 | 51,873 | 15,477 |
Net assets | 174,105 | 174,105 | 188,387 |
Company’s share of equity in net assets | 87,052 | 87,052 | 94,194 |
Total revenues | 26,797 | 52,025 | |
Net income | 10,419 | 18,436 | |
Company’s share of net income | $ 5,209 | $ 9,218 | |
SGP Equity Method Investments [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Total revenues | 34,958 | ||
Net income | 16,433 | ||
Company’s share of net income | $ 8,217 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details) - Schedule of finite-lived intangible assets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 658,382 | $ 649,789 | $ 8,793 |
Accumulated Amortization | 31,159 | 11,318 | 100 |
Net | 627,223 | 638,471 | 8,693 |
Biogas Rights Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 612,461 | 603,868 | 8,293 |
Accumulated Amortization | 22,814 | 8,237 | |
Net | 589,647 | 595,631 | 8,293 |
Electricity Off-Take Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 26,511 | 26,511 | |
Accumulated Amortization | 2,344 | 749 | |
Net | 24,167 | 25,762 | |
Operations And Maintenance Contracts [Member] | |||
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 [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 10,290 | 10,290 | |
Accumulated Amortization | 5,291 | 1,959 | |
Net | $ 4,999 | 8,331 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 350 | 350 | |
Accumulated Amortization | 140 | 70 | |
Net | 210 | 280 | |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 150 | 150 | |
Accumulated Amortization | 60 | 30 | |
Net | $ 90 | $ 120 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Details) - Schedule of estimated future amortization expense - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Estimated Future Amortization Expense Abstract | |||
2022 | $ 39,539 | ||
2023 | 35,521 | ||
2024 | 33,729 | ||
2025 | 33,629 | ||
2026 | 33,533 | ||
Thereafter | 462,520 | ||
Total | $ 627,223 | $ 638,471 | $ 8,693 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets (Details) - Schedule of below-market contract liability $ in Thousands | Dec. 31, 2021 USD ($) |
Schedule Of Below Market Contract Liability Abstract | |
Gross Liability | $ 146,990 |
Accumulated Amortization | 4,360 |
Net | $ 142,630 |
Commitments (Details) - Schedul
Commitments (Details) - Schedule of future minimum lease payments $ in Thousands | Dec. 31, 2021 USD ($) |
Schedule Of Future Minimum Lease Payments Abstract | |
2022 | $ 1,465 |
2023 | 1,893 |
2024 | 1,831 |
2025 | 1,843 |
2026 | 1,875 |
Thereafter | 12,448 |
Total future minimum lease payments | $ 21,355 |
Debt (Details) - Schedule of _3
Debt (Details) - Schedule of outstanding debt - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 351,995 | $ 16,366 | |
Less unamortized debt issuance costs | (9,221) | (291) | |
Long-term debt less debt issuance costs | 342,774 | 16,075 | |
Less current maturities, net | (11,378) | (1,302) | |
Total long-term debt | 331,396 | 14,773 | $ 548,900 |
New Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 218,625 | ||
4.47% Term Note [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 60,828 | ||
3.75% Term Note [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 72,542 | ||
Comerica Bank - Specific Advance Facility Note [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 4,320 | ||
Comerica Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 12,000 | ||
Kubota Corporation - Term Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 46 |
Debt (Details) - Schedule of _4
Debt (Details) - Schedule of outstanding debt (Parentheticals) | Jun. 30, 2022 | Dec. 31, 2021 |
4.47% Term Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 4.47% | 4.47% |
3.75% Term Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 3.75% | 3.75% |
Debt (Details) - Schedule of ma
Debt (Details) - Schedule of maturities of long-term debt - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Maturities Of Long Term Debt Abstract | ||
2022 | $ 10,502 | $ 12,752 |
2023 | 26,108 | 17,108 |
2024 | 26,371 | 17,371 |
2025 | 26,598 | 17,598 |
2026 | 490,916 | 185,607 |
Thereafter | 101,559 | |
Total | $ 580,495 | $ 351,995 |
Accrued and Other Current Lia_4
Accrued and Other Current Liabilities (Details) - Schedule of accrued and other current liabilities - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Accrued And Other Current Liabilities Abstract | |||
Accrued expenses | $ 16,638 | $ 5,957 | |
Accrued capital expenditures | 16,609 | ||
Derivative liabilities | 771 | ||
Payroll and related costs | 7,683 | ||
Accrued interest | 738 | 590 | |
Contract liabilities | 505 | 1,423 | |
Other current liabilities | $ 3,200 | 3,335 | 300 |
Total | $ 63,607 | $ 46,279 | $ 8,270 |
Derivative Instruments (Detai_6
Derivative Instruments (Details) - Schedule of assumptions to estimate the fair value - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Sep. 15, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Assumptions To Estimate The Fair Value Abstract | |||
Stock price | $ 18.05 | $ 15.53 | $ 18.28 |
Exercise price | $ 11.5 | $ 11.5 | $ 11.5 |
Volatility | 45.80% | 49.50% | 46% |
Expected term (years) | 5 years | 4 years 2 months 12 days | 4 years 8 months 12 days |
Risk-free interest rate | 0.79% | 3% | 1.21% |
Derivative Instruments (Detai_7
Derivative Instruments (Details) - Schedule of fair value of warrant liabilities - USD ($) $ in Thousands | 4 Months Ended | 6 Months Ended |
Dec. 31, 2021 | Jun. 30, 2022 | |
Schedule Of Fair Value Of Warrant Liabilities Abstract | ||
Warrant liabilities | $ 150,153 | $ 67,290 |
Change in fair value | 3,015 | (13,004) |
Less fair value of warrants exercised or redeemed | (85,878) | $ (1,556) |
Warrant liabilities | $ 67,290 |
Derivative Instruments (Detai_8
Derivative Instruments (Details) - Schedule of balance sheet effect of fair value - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Other non-current assets | |||
Other non-current assets, Total derivative assets | $ 4,965 | $ 439 | |
Derivative liabilities | |||
Derivative liabilities | 55 | 771 | |
Total derivative liabilities | $ 52,785 | 68,195 | |
Interest Rate Swap [Member] | |||
Other non-current assets | |||
Other non-current assets, Total derivative assets | 439 | ||
Accrued and other current liabilities | |||
Accrued and other current liabilities | 727 | ||
Natural Gas Swap [Member] | |||
Accrued and other current liabilities | |||
Accrued and other current liabilities | 44 | ||
Derivative liabilities | |||
Derivative liabilities | 134 | ||
Warrant [Member] | |||
Derivative liabilities | |||
Derivative liabilities | $ 67,290 |
Derivative Instruments (Detai_9
Derivative Instruments (Details) - Schedule of income statement effect of gains (losses) related to derivative instruments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Gain (loss) on warrants and derivative contracts | $ 38,095 | $ 18,180 | $ (3,727) | |||
Natural Gas Swap [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Gain (loss) on warrants and derivative contracts | 116 | 570 | ||||
Warrant Liability [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Gain (loss) on warrants and derivative contracts | 37,016 | 13,004 | ||||
Gain (Loss) On Gas Swap Contracts [Member] | Natural Gas Swap [Member] | Swap Contract [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Gain (loss) on warrants and derivative contracts | (424) | |||||
Gain (Loss) On Warrants Liabilities [Member] | Warrant Liability [Member] | Warrant [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Gain (loss) on warrants and derivative contracts | (3,015) | |||||
Gain (Loss) On Interest Rate Swap Contract [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Gain (loss) on warrants and derivative contracts | $ 963 | $ 4,606 | ||||
Gain (Loss) On Interest Rate Swap Contract [Member] | Interest Rate Swap [Member] | Swap Contract [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Gain (loss) on warrants and derivative contracts | $ (288) |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - Schedule of asset retirement obligations, liabilities - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule Of Asset Retirement Obligations Liabilities Abstract | |||
Balance at beginning of period | $ 306 | ||
Liabilities acquired | [1] | 3,580 | |
Liabilities incurred | 706 | 306 | |
Accretion expense | 85 | ||
Balance at end of period | $ 4,677 | $ 306 | |
[1]Liabilities acquired relate to asset retirement obligations assumed in the Aria Merger. See “Note 4 — Business Combinations and Reverse Recapitalization.” |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of derivative assets and liabilities - Fair Values Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Interest rate swap [Member] | ||
Assets | ||
Total derivative assets | $ 4,720 | $ 439 |
Liabilities | ||
Total derivative liabilities | 727 | |
Private Placement Warrant liabilities [Member] | ||
Liabilities | ||
Total derivative liabilities | 67,290 | |
Natural gas swap [Member] | ||
Assets | ||
Total derivative assets | 245 | |
Liabilities | ||
Total derivative liabilities | 55 | 178 |
Level 1 [Member] | Interest rate swap [Member] | ||
Assets | ||
Total derivative assets | ||
Liabilities | ||
Total derivative liabilities | ||
Level 1 [Member] | Private Placement Warrant liabilities [Member] | ||
Liabilities | ||
Total derivative liabilities | ||
Level 1 [Member] | Natural gas swap [Member] | ||
Assets | ||
Total derivative assets | ||
Liabilities | ||
Total derivative liabilities | ||
Level 2 [Member] | Interest rate swap [Member] | ||
Assets | ||
Total derivative assets | 4,720 | 439 |
Liabilities | ||
Total derivative liabilities | 727 | |
Level 2 [Member] | Private Placement Warrant liabilities [Member] | ||
Liabilities | ||
Total derivative liabilities | ||
Level 2 [Member] | Natural gas swap [Member] | ||
Assets | ||
Total derivative assets | 245 | |
Liabilities | ||
Total derivative liabilities | 55 | 178 |
Level 3 [Member] | Interest rate swap [Member] | ||
Assets | ||
Total derivative assets | ||
Liabilities | ||
Total derivative liabilities | ||
Level 3 [Member] | Private Placement Warrant liabilities [Member] | ||
Liabilities | ||
Total derivative liabilities | 67,290 | |
Level 3 [Member] | Natural gas swap [Member] | ||
Assets | ||
Total derivative assets | ||
Liabilities | ||
Total derivative liabilities |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest and Stockholders' Equity (Details) - Schedule of common stock issuance and repurchases - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||
Redeemable Noncontrolling Interest and Stockholders' Equity (Details) - Schedule of common stock issuance and repurchases [Line Items] | ||
Outstanding at beginning of period | 65,122,200 | |
Reverse recapitalization and PIPE Financing | 52,847,195 | |
Issued to Legacy Archaea Holders | ||
Issued in Aria Merger | ||
Issued for warrant exercises | 100,009 | 10,347,923 |
Exchange of Class B Common Stock for Class A Common Stock | 15,277,696 | 7,943,621 |
Retirement of Class A Common Stock repurchased | (6,101,449) | |
Issued for vested RSUs | 217,852 | 84,910 |
Outstanding at end of period | 65,122,200 | |
Class B Common Stock [Member] | ||
Redeemable Noncontrolling Interest and Stockholders' Equity (Details) - Schedule of common stock issuance and repurchases [Line Items] | ||
Outstanding at beginning of period | 54,338,114 | |
Reverse recapitalization and PIPE Financing | 5,931,350 | |
Issued to Legacy Archaea Holders | 23,000,000 | |
Issued in Aria Merger | 33,350,385 | |
Issued for warrant exercises | ||
Exchange of Class B Common Stock for Class A Common Stock | (15,277,696) | (7,943,621) |
Retirement of Class A Common Stock repurchased | ||
Issued for vested RSUs | ||
Outstanding at end of period | 54,338,114 |
Share-Based Compensation (Det_4
Share-Based Compensation (Details) - Schedule of nonvested restricted stock units activity | 12 Months Ended | |
Dec. 31, 2021 $ / shares shares | ||
Schedule Of Nonvested Restricted Stock Units Activity Abstract | ||
Restricted Stock Units, Outstanding beginning balance | shares | ||
Weighted- Average Grant Date Fair Value, Outstanding beginning balance | $ / shares | ||
Restricted Stock Units, Granted | shares | 991,020 | |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | $ 17.23 | |
Restricted Stock Units, Vested | shares | (140,000) | [1] |
Weighted- Average Grant Date Fair Value, Vested | $ / shares | $ 17.23 | [1] |
Restricted Stock Units, Forfeited | shares | ||
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | ||
Restricted Stock Units, Outstanding ending balance | shares | 851,020 | |
Weighted- Average Grant Date Fair Value, Outstanding ending balance | $ / shares | $ 17.23 | |
[1]Vested RSUs include 55,090 units that were not converted into Class A Common Stock due to net share settlements to cover employee withholding taxes. |
Share-Based Compensation (Det_5
Share-Based Compensation (Details) - Schedule of plan activities related to unvested units - Series A Incentive Plan | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Share-Based Compensation (Details) - Schedule of plan activities related to unvested units [Line Items] | |
Series A Incentive Units, Outstanding beginning balance | shares | 4,500 |
Weighted- Average Grant Date Fair Value, Outstanding beginning balance | $ / shares | |
Series A Incentive Units, Granted | shares | 1,500 |
Weighted- Average Grant Date Fair Value, Granted | $ / shares | $ 1,565.9 |
Series A Incentive Units, Forfeited | shares | (250) |
Weighted- Average Grant Date Fair Value, Forfeited | $ / shares | |
Series A Incentive Units, Vested | shares | (5,750) |
Weighted- Average Grant Date Fair Value, Vested | $ / shares | $ 408.52 |
Series A Incentive Units, Outstanding ending balance | shares | |
Weighted- Average Grant Date Fair Value, Outstanding ending balance | $ / shares |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plans (Details) [Line Items] | |
Number of defined contribution plans | 2 |
Employer matching contribution | 100% |
Net periodic benefit cost discount rate | 2.62% |
Benefit obligation discount rate | 2.56% |
Maximum [Member] | |
Employee Benefit Plans (Details) [Line Items] | |
Employer matching contribution, percent of employees eligible compensation | 5% |
Employee Benefit Plans (Detai_2
Employee Benefit Plans (Details) - Schedule of changes in benefit obligations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Changes In Benefit Obligations Abstract | ||
Benefit obligation at beginning of year | ||
Addition due to Business Combinations | 3,567 | |
Service cost | 11 | |
Interest cost | 27 | |
Net actuarial (gain) loss | (917) | |
Net benefits paid | (71) | |
Benefit obligation at end of year | $ 2,617 |
Employee Benefit Plans (Detai_3
Employee Benefit Plans (Details) - Schedule of consolidated balance sheet - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Consolidated Balance Sheet Abstract | ||
Accrued benefit liability | $ 2,617 |
Employee Benefit Plans (Detai_4
Employee Benefit Plans (Details) - Schedule of net periodic benefit costs recognized - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Net Periodic Benefit Costs Recognized Abstract | ||
Service cost | $ 11 | |
Interest cost | 27 | |
Net actuarial (gain) loss | (917) | |
Net periodic benefit cost | $ (879) |
Employee Benefit Plans (Detai_5
Employee Benefit Plans (Details) - Schedule of estimated future benefit payments $ in Thousands | Dec. 31, 2021 USD ($) |
Schedule Of Estimated Future Benefit Payments Abstract | |
2022 | $ 206 |
2023 | 162 |
2024 | 150 |
2025 | 142 |
2026 | 147 |
2027 to 2031 | $ 745 |
Provision for Income Tax (Det_2
Provision for Income Tax (Details) - Schedule of components of the provision for income taxes - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||||||
Federal | ||||||
State | ||||||
Deferred | ||||||
Federal | ||||||
State | ||||||
Income tax expense | $ 129 | $ 129 |
Provision for Income Tax (Det_3
Provision for Income Tax (Details) - Schedule of effective income tax rate reconciliation to federal statutory tax rate - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Effective Income Tax Rate Reconciliation To Federal Statutory Tax Rate Abstract | ||||||
Income (loss) before income taxes (all domestic) | $ 32,753 | $ (7,930) | $ (419) | $ (10,429) | $ (30,921) | $ (2,236) |
U.S. federal statutory tax rate | 21% | 21% | 21% | |||
Income taxes computed at federal statutory rate | $ (6,493) | $ (470) | ||||
State and local taxes | (183) | 4 | ||||
Income taxes computed at the federal statutory rate on net income (loss) from pass-through entities not attributable to Class A Common Stock | 4,657 | 648 | ||||
Change in valuation allowance | 1,832 | (80) | ||||
PPP loan forgiveness – nontaxable | (102) | |||||
Other | 187 | |||||
Income tax expense |
Provision for Income Tax (Det_4
Provision for Income Tax (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax assets | |||
Net operating loss carryforwards | $ 3,430 | $ 194 | |
Investment in partnership (“Outside Basis Deferred Tax Asset”) | [1] | 51,799 | |
Other | 110 | 46 | |
Deferred tax assets | 55,339 | 240 | |
Valuation allowance | (55,224) | (109) | |
Deferred tax assets, net of valuation allowance | 115 | 131 | |
Deferred tax liabilities | |||
Depreciation | 47 | ||
Intangible assets | 115 | 84 | |
Deferred tax liabilities | 115 | 131 | |
Net deferred tax asset | |||
[1]This amount is the deferred tax asset the Company recognizes for its book to tax basis difference in its investment in Opco. |
Net Earnings (Loss) Per Share_4
Net Earnings (Loss) Per Share (Details) - Schedule of earnings per share basic and diluted - Class A Common Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Earnings (Loss) Per Share (Details) - Schedule of earnings per share basic and diluted [Line Items] | ||||||
Net income (loss) attributable to Class A Common Stock (in Dollars) | $ 21,950 | $ 3,523 | $ (5,153) | |||
Class A Common Stock | ||||||
Average number of shares outstanding – basic | 80,523 | 73,489 | 56,466 | |||
Average number of shares outstanding – diluted | 83,445 | 76,204 | 56,466 | |||
Net income (loss) per share of Class A Common Stock | ||||||
Basic and diluted (in Dollars per share) | $ (0.09) |
Segment Information (Details)_2
Segment Information (Details) - Schedule of financial information for the Company’s reporting segments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Information (Details) - Schedule of financial information for the Company’s reporting segments [Line Items] | ||||||
Total revenue and other income | $ 77,219 | $ 5,127 | $ 134,116 | $ 6,781 | $ 77,126 | $ 6,523 |
Equity investment income, net | 2,693 | 4,122 | 5,653 | |||
Net income (loss) | (30,921) | (2,236) | ||||
Interest expense | 3,712 | 13 | 6,366 | 19 | 4,797 | 20 |
Depreciation, amortization and accretion | 13,730 | 886 | 26,219 | 935 | 16,025 | 137 |
EBITDA | 50,195 | (7,031) | 32,166 | (9,475) | (10,099) | (2,079) |
December 31, 2021 | ||||||
Goodwill | 29,835 | 29,835 | 29,211 | 2,754 | ||
RNG [Member] | ||||||
Segment Information (Details) - Schedule of financial information for the Company’s reporting segments [Line Items] | ||||||
Total revenue and other income | 51,024 | 34 | ||||
Equity investment income, net | 2,506 | 3,544 | 5,042 | |||
Net income (loss) | 17,362 | (1,125) | ||||
Interest expense | 1,468 | 13 | 1,995 | 19 | 490 | |
Depreciation, amortization and accretion | 10,966 | 202 | 20,073 | 215 | 10,029 | 3 |
EBITDA | 23,484 | (261) | 46,494 | (1,332) | 27,881 | (1,122) |
December 31, 2021 | ||||||
Goodwill | 29,835 | 29,835 | 29,211 | 2,754 | ||
Power [Member] | ||||||
Segment Information (Details) - Schedule of financial information for the Company’s reporting segments [Line Items] | ||||||
Total revenue and other income | 21,157 | |||||
Equity investment income, net | 187 | 578 | 641 | |||
Net income (loss) | (1,492) | (11) | ||||
Interest expense | ||||||
Depreciation, amortization and accretion | 2,573 | 630 | 5,731 | 630 | 5,718 | |
EBITDA | 4,202 | (1,200) | 9,005 | (1,200) | 4,226 | (11) |
December 31, 2021 | ||||||
Goodwill | ||||||
Corporate and Other [Member] | ||||||
Segment Information (Details) - Schedule of financial information for the Company’s reporting segments [Line Items] | ||||||
Total revenue and other income | 4,945 | 6,489 | ||||
Equity investment income, net | (30) | |||||
Net income (loss) | (46,791) | (1,100) | ||||
Interest expense | 2,244 | 4,371 | 4,307 | 20 | ||
Depreciation, amortization and accretion | 191 | 54 | 415 | 90 | 278 | 134 |
EBITDA | 22,509 | $ (5,570) | (23,333) | $ (6,943) | (42,206) | (946) |
December 31, 2021 | ||||||
Goodwill | ||||||
Revenue [Member] | ||||||
Segment Information (Details) - Schedule of financial information for the Company’s reporting segments [Line Items] | ||||||
Total revenue and other income | 77,126 | 6,523 | ||||
Revenue [Member] | RNG [Member] | ||||||
Segment Information (Details) - Schedule of financial information for the Company’s reporting segments [Line Items] | ||||||
Total revenue and other income | 51,024 | 34 | ||||
Revenue [Member] | Power [Member] | ||||||
Segment Information (Details) - Schedule of financial information for the Company’s reporting segments [Line Items] | ||||||
Total revenue and other income | 20,285 | |||||
Revenue [Member] | Corporate and Other [Member] | ||||||
Segment Information (Details) - Schedule of financial information for the Company’s reporting segments [Line Items] | ||||||
Total revenue and other income | 5,817 | 6,489 | ||||
Intersegment revenue [Member] | ||||||
Segment Information (Details) - Schedule of financial information for the Company’s reporting segments [Line Items] | ||||||
Total revenue and other income | ||||||
Intersegment revenue [Member] | RNG [Member] | ||||||
Segment Information (Details) - Schedule of financial information for the Company’s reporting segments [Line Items] | ||||||
Total revenue and other income | ||||||
Intersegment revenue [Member] | Power [Member] | ||||||
Segment Information (Details) - Schedule of financial information for the Company’s reporting segments [Line Items] | ||||||
Total revenue and other income | 872 | |||||
Intersegment revenue [Member] | Corporate and Other [Member] | ||||||
Segment Information (Details) - Schedule of financial information for the Company’s reporting segments [Line Items] | ||||||
Total revenue and other income | $ (872) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | ||||
Total | $ 84,508 | |||
Operating segments | ||||
Total | 84,508 | |||
Aria Energy LLC [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | ||||
Total | $ 42,017 | $ 120,282 | $ 142,563 | |
Operating segments | ||||
Total | 42,017 | 120,282 | 142,563 | |
RNG [Member] | ||||
Operating segments | ||||
Total | 56,452 | |||
RNG [Member] | Aria Energy LLC [Member] | ||||
Operating segments | ||||
Total | 29,608 | |||
Power [Member] | ||||
Operating segments | ||||
Total | 28,056 | |||
Power [Member] | Aria Energy LLC [Member] | ||||
Operating segments | ||||
Total | 12,409 | |||
RNG, including RINs and LCFS credits [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | ||||
Total | 55,722 | |||
RNG, including RINs and LCFS credits [Member] | Aria Energy LLC [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | ||||
Total | 29,241 | |||
RNG O&M service [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | ||||
Total | 706 | |||
RNG O&M service [Member] | Aria Energy LLC [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | ||||
Total | 367 | |||
Power, including RECs [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | ||||
Total | 24,626 | |||
Power, including RECs [Member] | Aria Energy LLC [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | ||||
Total | 10,809 | 31,217 | 46,434 | |
Power O&M service [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | ||||
Total | 3,430 | |||
Power O&M service [Member] | Aria Energy LLC [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | ||||
Total | 1,600 | |||
Other [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | ||||
Total | $ 24 | |||
Other [Member] | Aria Energy LLC [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | ||||
Total | $ 32 | $ 9,983 |
Equity Method Investments (De_4
Equity Method Investments (Details) - Schedule of equity method investments assets - Aria Energy LLC [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||
Assets | $ 186,521 | $ 171,288 |
Liabilities | 14,862 | 13,570 |
Net assets | 171,659 | 157,718 |
Aria’s share of equity in net assets | $ 85,299 | $ 77,993 |
Equity Method Investments (De_5
Equity Method Investments (Details) - Schedule of information on the equity method investments income - Aria Energy LLC [Member] - Equity Method Investments [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2020 | |
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | $ 29,303 | $ 52,902 | $ 78,125 | $ 60,459 |
Net income | 13,907 | 25,275 | 38,512 | 18,801 |
Aria’s share of net income | $ 7,469 | $ 13,325 | $ 19,777 | $ 9,298 |
Derivative Instruments (Deta_10
Derivative Instruments (Details) - Schedule of cash payments for the natural gas swap - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Derivative Instruments (Details) - Schedule of cash payments for the natural gas swap [Line Items] | ||
Natural gas swap – unrealized gain (loss) | $ 556 | |
Aria Energy LLC [Member] | ||
Derivative Instruments (Details) - Schedule of cash payments for the natural gas swap [Line Items] | ||
Natural gas swap – unrealized gain (loss) | $ 446 |
Benefit Plans _ Predecessor (De
Benefit Plans — Predecessor (Details) | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Sep. 14, 2021 | |
Aria Energy LLC [Member] | ||
Benefit Plans — Predecessor (Details) [Line Items] | ||
Description, of employees contribution | Aria matches up to 100% of employees’ first 3% contribution and 50% of the employees’ next 2% contribution | Aria matches up to 100% of employees’ first 3% contribution and 50% of the employees’ next 2% contribution |
Benefit Plans _ Predecessor (_2
Benefit Plans — Predecessor (Details) - Schedule of net periodic benefit cost recognized in the consolidated statements of comprehensive income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Benefit Plans — Predecessor (Details) - Schedule of net periodic benefit cost recognized in the consolidated statements of comprehensive income [Line Items] | ||
Service cost | $ 19 | |
Interest cost | 45 | |
Amortization of prior service cost | 6 | |
Recognition of net actuarial loss | 40 | |
Net periodic benefit cost | $ 110 | |
Aria Energy LLC [Member] | ||
Benefit Plans — Predecessor (Details) - Schedule of net periodic benefit cost recognized in the consolidated statements of comprehensive income [Line Items] | ||
Service cost | $ 9 | |
Interest cost | 25 | |
Amortization of prior service cost | 3 | |
Recognition of net actuarial loss | 16 | |
Net periodic benefit cost | $ 53 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of transactions and balances with these related parties - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Sales of construction services | $ 24 | |||
Sales of operations and maintenance services | 746 | |||
Sales of administrative and other services | $ 195 | |||
Aria Energy LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sales of construction services | $ 32 | $ 9,983 | ||
Sales of operations and maintenance services | 351 | 1,215 | 1,701 | |
Sales of administrative and other services | $ 97 | $ 221 | $ 409 |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of segment reporting - Aria Energy LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 14, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 41,063 | $ 138,881 | $ 82,600 | $ 117,589 |
Net income (loss) | 76,050 | (29,923) | 84,760 | 84,520 |
Depreciation, amortization and accretion | 5,621 | 30,564 | 11,314 | 15,948 |
Interest expense | 4,355 | 19,319 | 8,676 | 10,729 |
EBITDA | 86,026 | 104,750 | ||
RNG [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 28,716 | 81,559 | 54,669 | 82,338 |
Net income (loss) | 21,823 | 30,459 | 38,773 | 59,066 |
Depreciation, amortization and accretion | 2,284 | 9,012 | 4,559 | 6,447 |
Interest expense | ||||
EBITDA | 24,107 | 43,332 | ||
Power [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 12,347 | 57,322 | 27,931 | 37,058 |
Net income (loss) | 63,422 | (26,048) | 64,925 | 66,431 |
Depreciation, amortization and accretion | 3,325 | 21,478 | 6,728 | 9,467 |
Interest expense | ||||
EBITDA | 66,747 | 71,653 | ||
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | (1,807) | |||
Net income (loss) | (9,195) | (34,334) | (18,938) | (40,977) |
Depreciation, amortization and accretion | 12 | 74 | 27 | 34 |
Interest expense | 4,355 | $ 19,319 | 8,676 | $ 10,729 |
EBITDA | $ (4,828) | $ (10,235) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source - Aria Energy LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | |||
Total | $ 42,017 | $ 120,282 | $ 142,563 |
Operating segments | |||
Total | 42,017 | 120,282 | 142,563 |
RNG, including RINs and LCFSs [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | |||
Total | 83,848 | 75,143 | |
Gas O&M Service [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | |||
Total | 974 | ||
Power, including RECs [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | |||
Total | 10,809 | 31,217 | 46,434 |
Electric O&M Service [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | |||
Total | 4,211 | 11,003 | |
Other [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of company’s revenue by major source [Line Items] | |||
Total | 32 | 9,983 | |
RNG [Member] | |||
Operating segments | |||
Total | 84,853 | 85,126 | |
LFGTE [Member] | |||
Operating segments | |||
Total | $ 35,429 | $ 57,437 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities included in the consolidated balance sheet - Aria Energy LLC [Member] $ in Thousands | Dec. 31, 2020 USD ($) |
Current assets | |
Accounts receivable | $ 2,092 |
Inventory | 3,034 |
Related party accounts receivable and advances | 88 |
Prepaid expenses and other current assets | 686 |
Total current assets | 5,900 |
Property and equipment – net | 4,906 |
Intangible assets – net | 82,179 |
Held for sale valuation allowance | (25,293) |
Investment in joint ventures | 2,342 |
Total assets held for sale | 70,034 |
Current liabilities | |
Accounts payable – trade | 824 |
Accrued and other current liabilities | 2,066 |
Total current liabilities | 2,890 |
Below-market contracts | 6,060 |
Asset retirement obligations | 3,584 |
Total liabilities | $ 12,534 |
Property, Plant and Equipment_4
Property, Plant and Equipment (Details) - Schedule of property, plant and equipment - Aria Energy LLC [Member] - USD ($) $ in Thousands | Sep. 14, 2021 | Dec. 31, 2020 |
Public Utility, Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 196,279 | $ 193,897 |
Accumulated depreciation | (132,450) | (123,138) |
Net property, plant and equipment | 63,829 | 70,759 |
Buildings [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 25,391 | 25,186 |
Machinery and equipment [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 167,935 | 166,191 |
Furniture and fixtures [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 1,154 | 1,154 |
Construction in progress [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 1,799 | $ 1,366 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | 8 Months Ended | 12 Months Ended |
Sep. 14, 2021 | Dec. 31, 2020 | |
Below-Market Contracts [Member] | Aria Energy LLC [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Amortization of intangible assets | $ 1.8 | $ 2.4 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of amortizable intangible assets - Aria Energy LLC [Member] - USD ($) $ in Thousands | Sep. 14, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 252,844 | $ 252,844 |
Accumulated amortization | 135,107 | 125,922 |
Net | 117,737 | 126,922 |
Gas rights agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 217,285 | 217,285 |
Accumulated amortization | 109,436 | 102,944 |
Net | 107,849 | 114,341 |
O&M contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,500 | 3,500 |
Accumulated amortization | 2,652 | 2,475 |
Net | 848 | 1,025 |
Gas sales agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 32,059 | 32,059 |
Accumulated amortization | 23,019 | 20,503 |
Net | $ 9,040 | $ 11,556 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of intangible assets - Aria Energy LLC [Member] - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Sep. 14, 2021 | Dec. 31, 2020 | |
Gas rights [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Type of Contract | Depreciation, amortization and accretion | |
Remaining Lives | $6,493 | |
Expense | $ 14,636 | |
Gas rights [Member] | Minimum [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Amortization Line Item | 4 | |
Gas rights [Member] | Maximum [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Amortization Line Item | 16 | |
O&M contracts [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Type of Contract | Amortization of intangibles and below-market contracts | |
Amortization Line Item | 5 | |
Remaining Lives | $178 | |
Expense | 552 | |
Gas sales [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Type of Contract | Amortization of intangibles and below-market contracts | |
Remaining Lives | $2,514 | |
Expense | $ 3,566 | |
Gas sales [Member] | Minimum [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Amortization Line Item | 1 | |
Gas sales [Member] | Maximum [Member] | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||
Amortization Line Item | 8 |
Intangible Assets (Details) -_3
Intangible Assets (Details) - Schedule of business acquisitions and asset acquisitions, noncurrent liabilities - Aria Energy LLC [Member] - USD ($) $ in Thousands | Sep. 14, 2021 | Dec. 31, 2020 |
Condensed Financial Statements, Captions [Line Items] | ||
Gross Liability | $ 19,828 | |
Accumulated Amortization | 14,059 | |
Net | $ 5,769 | |
Gas purchase agreements [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Gross Liability | $ 19,828 | |
Accumulated Amortization | 15,893 | |
Net | $ 3,935 |
Equity Method Investments (De_6
Equity Method Investments (Details) - Schedule of equity method investment - Aria Energy LLC [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||
Assets | $ 186,521 | $ 171,288 |
Liabilities | 14,862 | 13,570 |
Net assets | 171,659 | 157,718 |
Aria’s share of equity in net assets | $ 85,299 | $ 77,993 |
Equity Method Investments (De_7
Equity Method Investments (Details) - Schedule of information on the equity method investments income - Aria Energy LLC [Member] - Equity Method Investments [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2020 | |
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | $ 29,303 | $ 52,902 | $ 78,125 | $ 60,459 |
Net income | 13,907 | 25,275 | 38,512 | 18,801 |
Aria’s share of net income | $ 7,469 | $ 13,325 | $ 19,777 | $ 9,298 |
Long-Term Debt (Details)
Long-Term Debt (Details) - Aria Energy LLC [Member] - USD ($) $ in Millions | 1 Months Ended | 8 Months Ended | ||||
Jun. 10, 2021 | May 31, 2022 | Nov. 24, 2021 | Sep. 30, 2015 | Sep. 14, 2021 | Mar. 01, 2021 | |
Long-Term Debt (Details) [Line Items] | ||||||
Interest purchase agreement rate | 100% | |||||
Description of long-term debt | In accordance with Section 4.02 of the MIPA, the Sellers obligations at closing include the execution of the Lender Release, as defined in the agreement, releasing of Liens and claims with respect to LESPH and its consolidated and non-consolidated subsidiaries, terminating the LESPH credit agreement and discharging the borrowers’ obligations. | |||||
Carrying amount of debt | $ 122.6 | |||||
Principal amount | 102.8 | |||||
Unpaid interest | $ 19.8 | |||||
Revolving credit facility | $ 40.2 | |||||
Letters of credit value | 40 | |||||
Secured term loan | $ 200 | |||||
Maturity date | Nov. 24, 2021 | |||||
Payments of term loan | $ 0.5 |
Long-Term Debt (Details) - Sche
Long-Term Debt (Details) - Schedule of long-term debt - Aria Energy LLC [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 14, 2021 | Dec. 31, 2020 | |
Long-Term Debt (Details) - Schedule of long-term debt [Line Items] | ||
Notes payable – due October 7, 2020 | $ 91,115 | $ 102,831 |
Term Loan B – due May 2022 | 137,978 | |
Debt origination costs | (685) | (1,385) |
Total | 90,430 | 239,424 |
Less: current portion of debt, net | 90,430 | 102,831 |
Long-term portion | $ 136,593 |
Derivative Instruments (Deta_11
Derivative Instruments (Details) - Schedule of cash payments for the natural gas swap - Aria Energy LLC [Member] - USD ($) $ in Thousands | Sep. 14, 2021 | Dec. 31, 2020 |
Derivative Instruments (Details) - Schedule of cash payments for the natural gas swap [Line Items] | ||
Natural gas swap asset – included in other noncurrent assets | $ 326 | |
Natural gas swap liability – included in derivative liabilities | (1,268) | |
Natural gas swap – unrealized gain (loss) | 1,129 | (40) |
Interest rate cap – unrealized loss | $ (95) |
Benefit Plans _ Predecessor (_3
Benefit Plans — Predecessor (Details) - Schedule of changes in the plan’s benefit obligations - Aria Energy LLC [Member] - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Sep. 14, 2021 | Dec. 31, 2020 | |
Benefit Plans — Predecessor (Details) - Schedule of changes in the plan’s benefit obligations [Line Items] | ||
Benefit obligation at beginning of year | $ 3,750 | $ 3,599 |
Service cost | 27 | 49 |
Interest cost | 64 | 103 |
Net actuarial loss (gain) | (148) | 144 |
Net benefits paid | (72) | (145) |
Benefit obligation at end of period | $ 3,621 | $ 3,750 |
Benefit Plans _ Predecessor (_4
Benefit Plans — Predecessor (Details) - Schedule of amounts recognized in the consolidated balance sheets consist - Aria Energy LLC [Member] - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Sep. 14, 2021 | Dec. 31, 2020 | |
Benefit Plans — Predecessor (Details) - Schedule of amounts recognized in the consolidated balance sheets consist [Line Items] | ||
Accrued benefit liability | $ (3,621) | $ (3,750) |
Unrecognized net actuarial loss | 1,000 | 1,205 |
Unrecognized prior service benefit | 136 | 144 |
Net amount recognized | $ (2,485) | $ (2,401) |
Benefit Plans _ Predecessor (_5
Benefit Plans — Predecessor (Details) - Schedule of net periodic benefit cost recognized in the consolidated statements of comprehensive income - Aria Energy LLC [Member] - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Sep. 14, 2021 | Dec. 31, 2020 | |
Benefit Plans — Predecessor (Details) - Schedule of net periodic benefit cost recognized in the consolidated statements of comprehensive income [Line Items] | ||
Service cost | $ 27 | $ 49 |
Interest cost | 64 | 103 |
Amortization of prior service cost | 8 | 12 |
Recognition of net actuarial loss | 57 | 87 |
Net periodic benefit cost | $ 156 | $ 251 |
Benefit Plans _ Predecessor (_6
Benefit Plans — Predecessor (Details) - Schedule of amounts recognized in other comprehensive loss - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Sep. 14, 2021 | Dec. 31, 2020 | |
Aria Energy LLC [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Net actuarial (loss) gain | $ 213 | $ (45) |
Capital _ Predecessor (Details)
Capital — Predecessor (Details) - Schedule of authorized to issue an unlimited number - Aria Energy LLC [Member] - $ / shares | 4 Months Ended | 8 Months Ended |
Dec. 31, 2020 | Sep. 14, 2021 | |
Capital — Predecessor (Details) - Schedule of authorized to issue an unlimited number [Line Items] | ||
Price per share (in Dollars per share) | ||
Class A | 452,846 | 452,846 |
Class B | 27,120 | 27,120 |
Class C | 9 | 9 |
Price per share 1.00 [Member] | ||
Capital — Predecessor (Details) - Schedule of authorized to issue an unlimited number [Line Items] | ||
Price per share (in Dollars per share) | $ 1 | $ 1 |
Class A | 441,482 | 441,482 |
Class B | 27,120 | 27,120 |
Class C | ||
Price per share 0.10 [Member] | ||
Capital — Predecessor (Details) - Schedule of authorized to issue an unlimited number [Line Items] | ||
Price per share (in Dollars per share) | $ 0.1 | $ 0.1 |
Class A | ||
Class B | ||
Class C | 9 | 9 |
Price per share 0.88 [Member] | ||
Capital — Predecessor (Details) - Schedule of authorized to issue an unlimited number [Line Items] | ||
Price per share (in Dollars per share) | $ 0.88 | $ 0.88 |
Class A | 11,364 | 11,364 |
Class B | ||
Class C |
Asset Retirement Obligations _2
Asset Retirement Obligations (Details) - Sehedule of presents the activity for the AROs - Aria Energy LLC [Member] - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Sep. 14, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligations (Details) - Sehedule of presents the activity for the AROs [Line Items] | ||
Balance at beginning of period | $ 3,408 | $ 6,536 |
Accretion expense | 172 | 456 |
Revision to estimated cash flows | ||
Transfer to liabilities classified as held for sale | (3,584) | |
Settlement of asset retirement obligation | ||
Balance at end of period | $ 3,580 | $ 3,408 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of transactions and balances with these related parties - Aria Energy LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Sales of construction services | $ 32 | $ 9,983 | |
Sales of operations and maintenance services | 351 | 1,215 | 1,701 |
Sales of administrative and other services | $ 97 | $ 221 | $ 409 |
Segment Reporting (Details) -_2
Segment Reporting (Details) - Schedule of segment reporting - Aria Energy LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 14, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 41,063 | $ 138,881 | $ 82,600 | $ 117,589 |
Net income (loss) | 76,050 | (29,923) | 84,760 | 84,520 |
Depreciation, amortization and accretion | 5,621 | 30,564 | 11,314 | 15,948 |
Interest expense | 4,355 | 19,319 | 8,676 | 10,729 |
EBITDA | 19,960 | 111,197 | ||
RNG [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 28,716 | 81,559 | 54,669 | 82,338 |
Net income (loss) | 21,823 | 30,459 | 38,773 | 59,066 |
Depreciation, amortization and accretion | 2,284 | 9,012 | 4,559 | 6,447 |
Interest expense | ||||
EBITDA | 39,471 | 65,513 | ||
Power [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 12,347 | 57,322 | 27,931 | 37,058 |
Net income (loss) | 63,422 | (26,048) | 64,925 | 66,431 |
Depreciation, amortization and accretion | 3,325 | 21,478 | 6,728 | 9,467 |
Interest expense | ||||
EBITDA | (4,570) | 75,898 | ||
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | (1,807) | |||
Net income (loss) | (9,195) | (34,334) | (18,938) | (40,977) |
Depreciation, amortization and accretion | 12 | 74 | 27 | 34 |
Interest expense | $ 4,355 | 19,319 | $ 8,676 | 10,729 |
EBITDA | $ (14,941) | $ (30,214) |