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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2021
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from ________ to ________
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Commission File Number:
001-39644
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Archaea Energy Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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85-2867266
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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4444 Westheimer Road, Suite G450
Houston, Texas 77027
(Address of principal executive offices and zip code)
(346) 708-8272
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.0001 per share
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LFG
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The New York Stock Exchange
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Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
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Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No
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Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule
12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The aggregate market value of the common stock held by
non-affiliates of the registrant as of June 30, 2021, the last
business day of the registrant’s most recently completed second
fiscal quarter, was approximately $433.8 million based on the
closing price on that day on the New York Stock
Exchange.
As of March 4, 2022, there were 65,247,198 shares of Class A
common stock and 54,224,378 shares of Class B common stock issued
and outstanding.
Documents Incorporated By Reference
Portions of the registrant’s definitive proxy statement for the
2022 Annual Meeting of Stockholders, to be filed no later than 120
days after the end of the fiscal year to which this Annual Report
on Form 10-K relates, are incorporated by reference into Part III
of this Annual Report on Form 10-K.
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Page
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Summary of Risk Factors
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PART II |
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Item 9C. |
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PART III
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PART IV |
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Exhibits
and Financial Statement Schedules
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Commonly Used Terms and Definitions
Unless the context otherwise requires, the terms “Archaea” and the
“Company” refer to Archaea Energy Inc. and its consolidated
subsidiaries. In addition, the following company or
industry-specific terms and abbreviations are used throughout this
report:
Archaea Borrower:
Archaea Energy Operating LLC, a Delaware limited liability company,
which was formerly named LFG Buyer Co, LLC
Archaea Merger:
The transaction executed by the Archaea Merger
Agreement
Archaea Merger Agreement:
The Business Combination Agreement, dated April 7, 2021, as
subsequently amended, pursuant to which, among other things, the
Company acquired Legacy Archaea
Aria:
Aria Energy LLC, a Delaware limited liability company, and its
subsidiaries
Aria Holders:
The members of Aria immediately prior to the Closing
Aria Merger:
The transaction executed by the Aria Merger Agreement
Aria Merger Agreement:
The Business Combination Agreement, dated as of April 7, 2021, as
subsequently amended, pursuant to which, among other things, the
Company acquired Aria
Atlas:
Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited
liability company
Btu:
British thermal units
Business Combination Agreements:
The Aria Merger Agreement and the Archaea Merger
Agreement
Business Combinations:
The transactions contemplated by the Business Combination
Agreements
CARB:
California Air Resource Board
CI:
Carbon intensity
Class A Common Stock:
Class A Common Stock, par value $0.0001 per share, of the
Company
Class A Opco Units:
Class A Units of Opco
Class B Common Stock:
Class B Common Stock, par value $0.0001 per share, of the
Company
Class B Opco Units:
Class B Units of Opco
Closing:
The closing of the Business Combinations on September 15,
2021
CNG:
Compressed natural gas
Common Stock:
Class A Common Stock and the Class B Common Stock
Environmental Attributes:
Federal, state and local government incentives in the
United States, provided in the form of RINs, RECs, RTCs, LCFS
credits, rebates, tax credits and other incentives to end users,
distributors, system integrators and manufacturers of renewable
energy projects, that promote the use of renewable
energy.
EPA:
The U.S. Environmental Protection Agency
EV:
Equivalence Value, as assigned by the EPA based on renewable
content of energy production
FERC:
The Federal Energy Regulatory Commission
Forward Purchase Warrants:
The 250,000 warrants issued in a private placement that closed
simultaneously with the consummation of the Business Combinations
on September 15, 2021
GAAP:
Accounting principles generally accepted in the United States of
America
GCES:
Gulf Coast Environmental Services, LLC
GHG:
Greenhouse gas
GSA:
Gas Supply Agreement
Initial Public Offering:
RAC’s initial public offering, which was consummated on October 26,
2020
ISO:
Independent System Operator
Legacy Archaea:
Archaea Energy LLC, a Delaware limited liability company, and its
subsidiaries
Legacy Archaea Holders:
The members of Legacy Archaea immediately prior to the
Closing
LCFS:
Low Carbon Fuel Standard
LFG:
Landfill gas
LNG:
Liquified natural gas
MBR:
Market based rates
MMBtu:
One million British thermal units
MW:
Megawatt(s)
MWh:
Megawatt hour(s)
NYSE:
The New York Stock Exchange
Opco:
LFG Acquisition Holdings LLC, a Delaware limited liability company,
which was formerly named Rice Acquisition Holdings LLC
PIPE Financing:
The private placement of 29,166,667 shares of Class A Common Stock
for gross proceeds to the Company of $300 million in connection
with the Business Combinations
PPA:
Power Purchase Agreement
Private Placement Warrants:
The
6,771,000 warrants originally issued to Sponsor and Atlas in a
private placement that closed simultaneously with the consummation
of the Initial Public Offering
Public Warrants:
The
11,862,492 warrants originally sold as part of the units issued in
the Initial Public Offering
QF:
“Qualifying
facility,” as such term is defined in the Public Utility Regulatory
Policies Act of 1978
RAC:
Rice Acquisition Corp., prior to the consummation of the Business
Combination
RAC Intermediate:
LFG Holdings LLC, a Delaware limited liability company, which was
formerly named LFG Intermediate Co, LLC
RECs:
Renewable Energy Credits
Redeemable Warrants:
The Company's Public Warrants and Forward Purchase
Warrants
RFS:
Renewable Fuel Standard
RINs:
Renewable Identification Numbers
RNG:
Renewable natural gas
RPS:
Renewable Portfolio Standards
RTO:
Regional transmission organization
RTC:
Renewable thermal certificate
SEC:
U.S. Securities and Exchange Commission
Sponsor:
Rice Acquisition Sponsor LLC, a Delaware limited liability
company
VIE:
Variable interest entity
Forward-Looking Statements
The information in this Annual Report on Form 10-K (this “Report”),
including, without limitation, statements under the heading “Item
1A. Risk Factors,” includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). Statements that do
not relate strictly to historical or current facts are
forward-looking and usually identified by the use of words such as
“anticipate,” “estimate,” “could,” “would,” “should,” “will,”
“may,” “forecast,” “approximate,” “expect,” “project,” “intend,”
“plan,” “believe” and other similar words. Forward-looking
statements may relate to expectations for future financial
performance, business strategies or expectations for the Company’s
business. Specifically, forward-looking statements may include
statements concerning market conditions and trends, earnings,
performance, strategies, prospects and other aspects of the
business of the Company. Forward looking statements are based on
current expectations, estimates, projections, targets, opinions
and/or beliefs of the Company, and such statements involve known
and unknown risks, uncertainties and other factors.
The risks and uncertainties that could cause those actual results
to differ materially from those expressed or implied by these
forward looking statements include, but are not limited
to:
•the
ability to recognize the anticipated benefits of the Business
Combinations and any transactions contemplated thereby, which may
be affected by, among other things, competition and the ability of
the Company to grow and manage growth profitably and retain its
management and key employees;
•the
possibility that the Company may be adversely affected by other
economic, business and/or competitive factors;
•the
Company’s ability to develop and operate new projects;
•the
reduction or elimination of government economic incentives to the
renewable energy market;
•delays
in acquisition, financing, construction, and development of new
projects;
•the
length of development cycles for new projects, including the design
and construction processes for the Company’s projects;
•the
Company’s ability to identify suitable locations for new
projects;
•the
Company’s dependence on landfill operators;
•existing
regulations and changes to regulations and policies that affect the
Company’s operations;
•decline
in public acceptance and support of renewable energy development
and projects;
•demand
for renewable energy not being sustained;
•impacts
of climate change, changing weather patterns and conditions, and
natural disasters;
•the
ability to secure necessary governmental and regulatory approvals;
and
•the
Company’s expansion into new business lines.
Accordingly, forward-looking statements should not be relied upon
as representing the Company’s views as of any subsequent date. The
Company does not undertake any obligation to update forward-looking
statements to reflect events or circumstances after the date they
were made, whether as a result of new information, future events,
or otherwise, except as may be required under applicable securities
laws.
Summary Risk Factors
Our business is subject to numerous risks and uncertainties,
including those highlighted in the section entitled “Risk Factors,”
that represent challenges that we face in connection with the
successful implementation of our strategy and the growth of our
business. In particular, the following considerations, among
others, may offset our competitive strengths or have a negative
effect on our business strategy, which could cause a decline in the
price of the Class A Common Stock and result in a loss of all or a
portion of your investment:
•Our
commercial success depends on our ability to identify, acquire,
develop and operate LFG projects, as well as our ability to expand
production at our current production facilities.
•In
order to secure contracts for new projects, we typically face a
long and variable development cycle that requires significant
resource commitments and a long lead time before we realize
revenues.
•Our
fixed-price contracts create the potential for operating losses in
the event our variable costs rise unexpectedly.
•Although
approximately 70% of our RNG volumes are expected to be contracted
under long-term fixed-price off-take agreements, approximately 30%
of our RNG volumes are expected to be contracted on a merchant
pricing basis that exposes us to the risk of price
fluctuations.
•A
prolonged environment of low prices or reduced demand for
electricity or RNG could have a material adverse effect on our
long-term business prospects, financial condition and results of
operations.
•We
face competition both on the prices we receive for our electricity
and RNG and for rights to manage or develop LFG
projects.
•Our
renewable energy production facilities may not produce expected
levels of output, and the amount of LFG actually produced at each
of our production facilities will vary over time and, when a
landfill closes, eventually decline.
•Certain
of our facilities are newly constructed or are under construction
and may not perform as we expect.
•We
currently own, and in the future may acquire, certain assets
through joint ventures. As operating partner for some of our joint
venture projects, we are exposed to counterparty credit risk, and
as non-operating partner for other joint venture projects, we have
limited control over management decisions and our interests in such
assets may be subject to transfer or other related
restrictions.
•We
are dependent on contractual arrangements with, and the cooperation
of, landfill site owners and operators for access to and operations
on their sites.
•Our
gas rights and off-take agreements are subject to certain
conditions. A failure to satisfy those conditions could result in
the loss of gas rights or the termination of an off-take
agreement.
•Our
substantial indebtedness could adversely affect our ability to
raise additional capital to fund our operations and acquisitions.
It could also expose us to the risk of increased interest rates and
limit our ability to react to changes in the economy or our
industry.
•Loss
of our key management could adversely affect performance and the
value of our common shares.
•Existing
regulations and policies, and future changes to regulations and
policies, may present technical, regulatory and economic barriers
to the generation, purchase and use of renewable energy, and may
adversely affect the market for credits associated with the
production of renewable energy.
•Operation
of LFG facilities involves significant risks and hazards customary
to the energy industry. We may not have adequate insurance to cover
these risks and hazards, or other risks that are beyond our
control.
•Our
operations, as well as those of our feedstock suppliers, are
subject to numerous stringent environmental, health and safety laws
and regulations that may expose us to significant costs and
liabilities.
•Liabilities
and costs associated with hazardous materials and contamination and
other environmental conditions may require us to conduct
investigations or remediation at the properties underlying our
projects, may adversely impact the value of our projects or the
underlying properties and may expose us to liabilities to third
parties.
•We
have significant customer concentration, with a limited number of
purchasers accounting for a substantial portion of our
revenues.
•Changes
to applicable tax laws and regulations or exposure to additional
income tax liabilities could affect our business and future
profitability.
•Our
business plans include expanding from LFG projects into other types
of feedstocks or transmission projects. Any such expansions of
non-LFG projects or transmission projects may present unforeseen
challenges and result in a competitive disadvantage relative to our
more-established competitors.
•We
have a history of accounting losses and may incur additional losses
in the future.
•We
have identified material weaknesses in our internal control over
financial reporting. We may identify additional material weaknesses
in the future or otherwise fail to maintain an effective system of
internal controls, which may result in material misstatements of
our financial statements or cause us to fail to meet our reporting
obligations.
PART I
ITEM 1. BUSINESS
Overview
Archaea Energy Inc. (“Archaea” or the “Company”), a Delaware
corporation (formerly named Rice Acquisition Corp.) initially
formed in September 2020, is one of the largest RNG producers in
the U.S., with an industry-leading RNG platform primarily focused
on capturing and converting waste emissions from landfills and
anaerobic digesters into low-carbon RNG and electricity. We own,
through wholly-owned entities or joint ventures, a diversified
portfolio of 29 LFG recovery and processing facilities across 18
states, including 11 operated facilities that produce
pipeline-quality RNG and 18 LFG to renewable electricity production
facilities, including one non-operated facility and one facility
that is not operational, as of December 31, 2021.
We produce and sell RNG and renewable electricity, primarily under
long-term off-take agreements, along with the Environmental
Attributes that we are able to derive from these products. RNG has
the same chemical composition as traditional natural gas from
fossil sources, and the RNG we produce and sell is pipeline quality
and can be used interchangeably with natural gas in any
application. Additionally, RNG and renewable electricity generate
valuable Environmental Attributes that can be monetized under
foreign, federal, and state initiatives. The Environmental
Attributes we are able to derive and sell include RINs and state
low-carbon fuel credits, which are generated from the conversion of
biogas to RNG which is used as a transportation fuel; RTCs
generated from the conversion of biogas to any thermal application
(including power generation, heating or otherwise); and RECs
generated from the conversion of biogas to renewable
electricity.
We have entered into long-term agreements with biogas site hosts
which give us the rights to utilize gas produced at their sites and
to construct and operate facilities on their sites to produce RNG
and renewable electricity. Payments to biogas site hosts under
these agreements are typically in the form of royalties based on
realized revenues, or, in some select cases, based on production
volumes, and may also include upfront payments and advance royalty
payments. We have long-term agreements in place which grant us gas
rights for our full development backlog of 35 projects as of
December 31, 2021. Our development backlog includes planned
upgrades of certain operating RNG facilities over time,
opportunities to convert most of our renewable electricity
facilities into RNG facilities, and greenfield RNG development
opportunities.
We are planning to procure additional RNG development opportunities
by securing gas rights agreements for additional landfill sites,
and we may explore development of other biogas sources. We are also
pursuing carbon capture and sequestration opportunities, including
the development of wells for carbon sequestration, and we are
pursuing the use of on-site solar-generated electricity to meet
energy needs for RNG production, lower the carbon intensity of
future biogas projects and reduce the carbon footprint of our
partners, including our biogas host and commercial
customers.
Lowering the carbon intensity of our RNG is a key initiative that
can enhance the value of our Environmental Attributes in certain
markets.
In addition to our carbon capture and sequestration and solar
initiatives, we are pursuing the development and production of
renewable hydrogen utilizing our landfill gas sources, which we
would intend to sell under long-term fixed-price agreements into
the emerging hydrogen economy.
We also provide other landfill energy operations and maintenance
(“O&M”) services to certain of our JV production facilities and
biogas site partners and sell gas processing equipment through our
GCES subsidiary.
The Business Combinations and Related Transactions
On April 7, 2021, RAC entered into the Business Combination
Agreements. On September 15, 2021 (the “Closing Date”), RAC
completed the Business Combinations to acquire Legacy Archaea and
Aria. Following the closing of the Business Combinations, RAC
changed its name from “Rice Acquisition Corp.” to “Archaea Energy
Inc.,” also referred to herein as the “Company.” Rice Acquisitions
Holdings LLC was renamed “LFG Acquisition Holdings LLC,” also
referred to herein as “Opco.” In connection with the Business
Combinations closing, the Company completed a private placement of
29,166,667 shares of Class A Common Stock and 250,000 warrants
(each warrant exercisable for one share of Class A Common Stock at
a price of $11.50) for gross proceeds of $300 million.
The Company and Opco issued 33.4 million Class A Opco Units and
33.4 million shares of Class B Common Stock at the Closing Date to
Legacy Archaea Holders to acquire Legacy Archaea. Aria was acquired
for total initial consideration of $863.1 million, subject to
certain future adjustments set forth in the Aria Merger Agreement
(the “Aria Closing Merger Consideration”). The Aria Closing Merger
Consideration consisted of cash consideration of $377.1 million
paid to Aria
Holders, equity consideration in the form of 23.0 million newly
issued Class A Opco Units and 23.0 million newly issued shares of
the Company’s Class B Common Stock, par value $0.0001 per share,
and $91.1 million for repayment of Aria debt.
Archaea has retained its “up-C” structure, whereby all of the
equity interests in Aria and Legacy Archaea are indirectly held by
Opco and the Company’s only assets are its equity interests in
Opco.
The up-C structure allows the Legacy Archaea Holders, the Aria
Holders and the Sponsor to retain their equity ownership through
Opco, an entity that is classified as a partnership for U.S.
federal income tax purposes, in the form of Class A Opco Units, and
provides potential future tax benefits for Archaea when those
holders of Class A Opco Units ultimately exchange their Class A
Opco Units and shares of the Company’s Class B Common Stock for
shares of Class A Common Stock in the Company.
Opco is considered a VIE for accounting purposes, and the Company,
as the sole managing member of Opco, is considered the primary
beneficiary. As such, the Company consolidates Opco, and the
unitholders that hold economic interests directly in Opco are
presented as redeemable noncontrolling interests in the Company’s
financial statements.
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 basis, subject to adjustment for stock
splits, stock dividends, reorganizations, recapitalizations and the
like, or (ii) a corresponding amount of cash. The Aria Holders were
subject to a 180-day lock-up period on transferring their Class A
Opco Units which expired early in November 2021 due to Class A
Common Stock trading prices as set forth in the Stockholders
Agreement. The Legacy Archaea Holders are subject to a lock-up
period ranging from one to two years following the Closing.
Additional details and discussion of the lock-up period are
provided in “Note 4 - Business Combinations and Reverse
Recapitalization” of this Annual Report on Form 10-K.
Principal Products and Services
RNG Production and Power Generation
We produce RNG by operating 11 RNG facilities through wholly-owned
entities or operating joint ventures, and we produce Power by
operating 16 LFG to renewable electricity facilities. For the year
ended December 31, 2021, Legacy Archaea and Aria produced and sold,
on an aggregate basis including our proportionate share from our
equity method investments, 5.72 million MMBtu of RNG and 872
thousand MWh of electricity (including approximately 203 thousand
MWh from LES Project Holdings LLC assets that were sold by Aria in
June 2021).
Generation of Environmental Attributes
We generate Environmental Attributes including RINs, LCFS credits,
and RTCs in the RNG market and RECs in the power
market.
Commercial Activities – Monetizing our RNG, Power and Environmental
Attributes
Our differentiated commercial strategy is focused on selling the
majority of our RNG volumes under long-term, fixed-price contracts
with creditworthy partners including utilities, corporations, and
universities, which helps these entities reduce greenhouse gas
emissions and achieve decarbonization goals while utilizing their
existing gas infrastructure. Whenever possible, we seek to mitigate
our exposure to commodity and Environmental Attribute pricing
volatility by selling our RNG and Environmental Attributes under
long-term contracts which are designed to provide revenue
certainty. As of March 15, 2022, we have $5.2 billion in cumulative
fixed-price value under our existing long-term, fixed-price
contracts, based on maximum annual volumes over the term of the
contracts (weighted average contract term is 18.7 years). All of
these contracts are with investment grade counterparties, except
for one counterparty, which does not have a credit rating, to a
contract constituting less than 1% of our total cumulative
fixed-price value as of March 15, 2022.
We enter into bundled contracts, where RNG and Environmental
Attributes are sold together, and at times, enter into agreements
to sell Environmental Attributes on their own. Many of our
agreements have minimum sales volumes, and some also allow us the
optionality to sell additional volumes up to a maximum amount under
the contract. We also sell a portion of our volumes under
short-term agreements, and many of these volumes generate
Environmental Attributes that we also monetize.
In November 2021, the Company entered into a 21-year, fixed-price
RNG purchase and sale agreement with Northwest Natural Gas Company,
a subsidiary of NW Natural Holdings, for the sale of Environmental
Attributes related to up to one million MMBtu of RNG annually,
beginning in 2022 and ramping up to the full annual quantity in
2025.
In January 2022, the Company entered into a 20-year, fixed-price
RNG purchase and sale agreement with FortisBC Energy Inc., a
subsidiary of Fortis Inc., for the sale of up to approximately 7.6
million MMBtu of RNG and associated Environmental Attributes
annually, with sales expected to begin in 2022 and ramping up to
the full annual quantity in 2025.
In February 2022 and through March 15, 2022, we entered into
fixed-price agreements to forward sell 15.9 million of our RINs
expected to be generated in 2022 to provide price certainty over
the short-term.
These recent commercial wins have moved us closer to our target of
selling 70% of our expected production under long-term, fixed-price
agreements with creditworthy counterparties. As of March 15, 2022,
7 MMBtu of RNG is contracted for 2022 based on maximum volumes
under our existing long-term contracts. Once volumes under these
contracts ramp up to full contractual levels in the mid-2020s,
based on maximum volumes under our existing long-term contracts, we
expect to sell up to 16 MMBtu of RNG under these existing off-take
agreements on a post-development, long-term basis (i.e., once
projects in our development backlog have been built
out).
O&M Services
We perform operating and maintenance services for certain of our JV
production facilities and biogas site partners.
Our Production Facilities and Projects
We have a base of production facilities today and a robust pipeline
of RNG development opportunities. As of December 31, 2021, we
own, through wholly-owned entities or joint ventures, a diversified
portfolio of 29 LFG recovery and processing facilities, including
11 operated facilities that produce pipeline-quality RNG and 18 LFG
to renewable electricity production facilities, including one
non-operated facility and one facility that is not operational.
Prior to the consummation of the Business Combinations, the RNG
facilities were included in Archaea’s or Aria’s RNG operating
segment, and the renewable electricity facilities were included in
Aria’s Power operating segment, except for the PEI Power facility
in Archbald, PA, which was included in Archaea’s Power operating
segment. Excluding our O&M projects owned by third parties, the
gas rights associated with our 29 production facilities that are
not evergreen are due to expire at varying points over the next 23
years, with gas rights to 5 landfills due to expire by the end of
2031.
Over the next several years, we intend to upgrade certain existing
RNG production facilities and convert certain current LFG to
renewable electricity facilities to RNG production facilities.
These facilities targeted for conversion or upgrade already have
gas development agreements in place in addition to site leases,
zoning, air permits, and much of the critical infrastructure that
is needed to develop RNG projects. We also plan to develop and
construct our portfolio of greenfield development opportunities,
for which we also already have gas rights agreements in place with
biogas site hosts. Our development backlog as of March 15, 2022
includes 38 projects (35 as of December 31, 2021) for which we
already have gas right agreements in place, including 10
optimizations and 28 new builds, and we are planning to secure
additional RNG development opportunities through new long-term
agreements with biogas site hosts. Our gas rights agreements
generally require that we achieve commercial operations for a
project as of a specified date or the agreement terminates, and the
contracts with respect to our greenfield development backlog have a
remaining term of approximately one to three years.
One of our key priorities for 2022 is the implementation of our
Archaea V1 plant design, a standardized and modularized plant
design. We are currently developing four standard plants, to be
built on skids and with interchangeable subcomponents, in sizes
ranging from 2,000 to 9,600 standard cubic feet per minute (scfm)
of capacity. Throughout 2021, our focus was primarily on system
design and procurement, and our focus this year will be on
implementation. We currently have orders in place for the major
components for 22 plants. Deliveries of components have begun, and
we expect to install our first V1 plant in the second half of this
year. We believe these preorders have significantly minimized our
near-term supply chain and inflation risks. Our end goal is to
build our supply chain and fabrication capabilities to be able to
pull Archaea V1 plants “off the shelf” in the future, and our plan
is for all new build projects in our 2022 and forward development
plan to implement the Archaea V1 design, which we believe will
enable us to reduce project development and construction time to 18
months and lower project development costs by about 40% compared to
industry averages.
On December 30, 2021, we announced the successful start-up of
Project Assai (“Assai”), an RNG facility located at the Keystone
Sanitary Landfill in Dunmore, Pennsylvania. Commercial operations
were achieved on December 30, 2021, with the introduction of
pipeline-quality RNG into the pipeline interconnect located
adjacent to the production facility site. Assai is the highest
capacity operational RNG facility in the United
States.
As of March 15, 2022, we have 12 RNG and 19 LFG to electricity
facilities (including three RNG facilities completed and seven
electricity facilities acquired since we announced the Business
Combinations in April 2021). We currently have 20 projects in our
2022 development plans; however, the timing and ultimate number of
projects completed in 2022 is subject to change due to various
factors, some of which are outside our control. The tables below
provide information for each of our production
facilities:
RNG Production Facilities
|
|
|
|
|
|
|
|
|
Site |
|
Location |
Assai |
|
Dunmore, PA |
Boyd County |
|
Ashland, KY |
Butler |
|
David City, NE |
Canton (JV) |
|
Canton, MI |
KC LFG |
|
Johnson County, KS |
North Shelby (JV) |
|
Millington, TN |
Oklahoma City |
|
Oklahoma City, OK |
SE Oklahoma City (JV) |
|
Oklahoma City, OK |
Seneca Gas |
|
Waterloo, NY |
Soares (Dairy) |
|
Madera, CA |
South Shelby (JV) |
|
Memphis, TN |
SWACO |
|
Grove City, OH |
Renewable Electricity Production Facilities
|
|
|
|
|
|
|
|
|
Site |
|
Location |
Athens-Clarke |
|
Winterville, GA |
Colonie |
|
Cohoes, NY |
County Line |
|
Argos, IN |
DANC |
|
Rodman, NY |
Emerald |
|
Graham, WA |
Erie |
|
Erie, CO |
Fulton |
|
Johnstown, NY |
Hernando County |
|
Brooksville, FL |
Hickory Meadows (JV) |
|
Hilbert, WI |
Johnston |
|
Smithfield, NC |
Model City |
|
Youngstown, NY |
Modern |
|
Youngstown, NY |
Ontario |
|
Stanley, NY |
PEI Power |
|
Archbald, PA |
Rochelle |
|
Rochelle, IL |
Sarasota |
|
Nokomis, FL |
Seneca Power |
|
Waterloo, NY |
Sunshine Canyon (JV, non-operated) |
|
Sylmar, CA |
TRG |
|
Church Hill, TN |
Market Opportunity
Increasing Demand for RNG
The demand for RNG produced from biogas has grown significantly
over the past several years and is expected to continue to grow for
the foreseeable future due to increases in (i) regulatory-driven
focus on cleaner energy sources and reduced GHG emissions such as
methane, (ii) broad-based corporate support for voluntary renewable
energy and sustainability initiatives, and (iii) public sector
demand to diversify energy sources from fossil fuel-based
alternatives.
According to the EPA, methane is a significant GHG which accounted
for approximately 10% of all U.S. GHG emissions from human
activities in 2019 and which has a comparative impact on the
atmosphere that is 25 times greater than that of carbon dioxide
over a 100-year period. Biogas processing facilities could
substantially reduce methane emissions at landfills and livestock
farms, which together accounted for approximately 26% of U.S.
methane emissions in 2019 according to the EPA.
RNG has traditionally been sold primarily into the transportation
sector, where RNG is used in vehicles as CNG or LNG and as a
replacement for natural gas from fossil sources. Growth in this
market has largely been driven by environmental subsidies to
support the production of renewable transportation fuels. We expect
demand for RNG as a transportation fuel to continue, and multiple
corporations have recently announced they are testing or
incorporating sustainable transportation solutions into their
fleets using RNG as CNG and LNG.
There is also growing demand for RNG in sectors other than
transportation, including as a feedstock for electricity
generation, heating and cooking for residential and commercial use,
hydrogen production, biomethanol, sustainable aviation fuel.
ammonia and other fertilizes, and renewable LNG. We have
successfully secured long-term fixed-price off-take agreements with
multiple investment-grade counterparties who expect to utilize RNG
in these sectors and anticipate that an increased focus on
sustainability initiatives and GHG reductions will continue to
drive demand growth in these sectors. Numerous utilities,
corporations, and universities have recently announced RNG targets
or mandates and emphasized the role they expect RNG to play in
their decarbonization initiatives. Importantly, our long-term
fixed-price RNG off-take agreements are not dependent on the
continuation or ratification of any underlying local, state or
federal government renewable fuel programs (e.g. RFS, LCFS). RNG
can be transported via the existing natural gas pipeline network
that spans millions of miles across the United States and Canada,
enabling Archaea to deliver RNG to current and prospective
customers nearly anywhere in North America.
Availability of Long-Term Feedstock Supply
Biogas is collected and processed to remove impurities for use as
RNG, which has the same chemical composition as and can be used
interchangeably with traditional natural gas from fossil sources.
Common sources of biogas include landfills, livestock farms,
wastewater resource recovery facilities, organic waste management
operations, and forest and wood products.
We are primarily focused on landfill-sourced biogas and believe
there is a significant opportunity for growth in RNG production
from landfill gas. The EPA Landfill Methane Outreach Program
(“LMOP”) reports approximately 2,600 landfills in the U.S., of
which approximately 500 landfills have operational LFG to energy
facilities. Some landfills have more than one operational facility,
for a total of approximately 550 LFG to energy facilities, of which
only 72 are RNG facilities and the remainder are LFG to electricity
facilities. We believe we are well-positioned to help convert these
LFG to electricity facilities into RNG production facilities. Of
the remaining approximately 2,100 landfills that have no form of
landfill gas to RNG or electricity generation, the EPA has
identified approximately 500 landfills as candidates for future
project development.
We have identified actionable growth opportunities and expect to be
uniquely positioned and qualified to work with landfill owners to
develop new greenfield RNG projects and convert existing renewable
electricity facilities to RNG.
The availability of additional biogas sources such as organic waste
management, wastewater resource recovery facilities, and livestock
farms also have the potential to support the growth of our
business.
Government Programs Promoting RNG Growth
RNG generates Environmental Attributes which can be monetized to
generate additional revenue. These Environmental Attributes are
provided for under several different programs, including RFS and
LCFS programs.
The RFS program was authorized under the Energy Policy Act of 2005
and expanded through the Energy Independence and Security Act of
2007. At its most basic level, it requires the use of specific
volumes of biofuel in the U.S. and is aimed at (i) increasing
energy security by reducing U.S. dependence on foreign oil and
establishing domestic green fuel related industries and (ii)
improving the environment through the reduction of GHG
emissions.
Under the RFS program, transportation fuel sold in the U.S. must
contain a certain minimum volume of renewable fuel. To enforce
compliance, the EPA began using RINs as a means to track the
production, use, and trading of renewable fuels. A RIN is generated
when an EPA-registered renewable fuel producer produces renewable
fuel that is then dispensed as transportation fuel. The type of RIN
a renewable fuel producer can generate is determined by the
reduction in GHG emissions compared to the gasoline or diesel
baseline. Fuels are categorized by “D-code” depending on these GHG
emission reductions. Each type of renewable fuel also carries an EV
that determines how many RINs a renewable fuel producer can
generate with each gallon of renewable fuel produced. Finally, the
EPA regulates the amount of RINs the industry as a whole must
obtain and retire on an annual basis.
Our LFG-to-RNG production facilities generate D3, or cellulosic
biofuels, RINs for which there is high demand due to supply
constraints and the ability of D3 RINs to fulfill obligations in
other D-Code categories. For example, a D3 RIN can be used to
fulfill obligations in both the D5 and D6 categories, as well as in
the D3 category. The EPA refers to this concept as “nesting.”
Moreover, the most restrictive standards apply to the cellulosic
biofuel category, including a 60% GHG reduction and a 1.0 to 1.5
EV, resulting in a limited number of qualifying fuels which meet
the corresponding standards.
On the state level, the economics of RNG are enhanced by low-carbon
fuel initiatives, particularly well-established programs in
California and Oregon, a program in Washington expected to begin in
2023 or 2024, and several other states also actively considering
LCFS initiatives. LCFS regulations are aimed at reducing the CI of
transportation fuel sold and purchased in the applicable state. A
CI score is calculated as grams of CO2-equivalent
per megajoule of energy of the fuel. The CI score is dependent upon
a full lifecycle analysis that evaluates the GHG emissions
associated with producing, transporting, and consuming the fuel.
LCFS credits can be generated in three ways: (i) fuel pathway
crediting that provides low carbon fuels used in California
transportation; (ii) project-based crediting that reduces GHG
emissions in the petroleum supply chain; and (iii) zero emission
vehicle crediting that supports the buildout of infrastructure.
These credits are awarded to RNG projects based on each project’s
CI score relative to the targeted CI score for both gasoline and
diesel fuels. The number of monetizable LCFS credits per unit of
fuel increases with a lower CI score.
We believe credits generated under the RFS and LCFS programs can
provide meaningful revenue upside but also note that their pricing
has historically been volatile and remains difficult to forecast.
While we intend to sell a portion of our RNG production and
associated Environmental Attributes at market prices and thus
capture the value of prevailing RIN and LCFS credits, we aim to cap
our merchant (variable) exposure to approximately 30% of RNG
volumes, with the remaining approximately 70% contracted under
long-term fixed price off-take agreements in which the customer
retains the value of the Environmental Attributes. This strategy of
locking in the majority of volumes under take-or-pay contracts with
no Environmental Attribute pricing risk differentiates us from most
of our competitors in the RNG space today.
Customers
We seek to be a reliable long-term provider of lower-carbon energy
to help our off-take partners decarbonize and achieve their
sustainability goals. Our customers include utilities,
corporations, universities, municipalities, and marketers. We sell
RNG and related Environmental Attributes primarily to
municipalities, corporations, and marketers. We sell electricity
and RECs primarily to utilities and ISOs.
Because our projects depend on sales of RNG, electricity, and
Environmental Attributes to certain key purchasers, our projects
are highly dependent upon these customers fulfilling their
contractual obligations under their respective PPAs or GSAs. For
the years ended December 31, 2021 and 2020, no single customer
accounted for more than 10% of our total revenue.
Competition
There are many other companies operating in the renewable energy
and RNG production space, and
we face competition both on rights to manage or develop LFG
projects and the prices we receive for our RNG and renewable
electricity. In the LFG industry, we believe our primary
competitors are other LFG companies with existing projects and
landfill owners that either operate their own LFG projects or may
do so in the future. We compete with these companies to acquire LFG
rights for additional project development, existing LFG projects,
or in some cases to renew or extend existing gas rights. Increased
competition for such projects may increase the price we pay for gas
rights, the acquisition costs for existing projects or the
royalties or other payments we have to pay landfill owners, which
may have a material adverse effect on our results of operations. We
may also find ourselves competing more frequently with landfill
owners to the extent they decide to exercise their purchase rights
that exist under certain of our gas rights agreements or otherwise
develop their own LFG projects, which would also reduce the number
of opportunities for us to develop new LFG projects. We also
compete with other RNG developers for long-term fixed-price
off-take agreements with existing and potential buyers of
RNG.
Evolving consumer preferences, regulatory conditions, ongoing waste
industry trends, and project economics have a strong effect on the
competitive landscape. The biogas and RNG markets are heavily
fragmented. We believe we are in a strong position to compete for
new project development and supply opportunities, as well as
additional off-take agreements, due to our technical expertise,
relationships across the industry, scale, breadth of our operating
platform, and capital structure. However, competition for such
opportunities, including the prices being offered for fuel supply,
may impact profitability of opportunities to us and may make
opportunities unsuitable to pursue.
Seasonality
To some extent, we experience seasonality in our results of
operations. Short-term sales of RNG may be impacted by higher
consumption of vehicle fuels by some of our customers in the summer
months, when buses and other fleet vehicles use more fuel to power
their air conditioning systems, which typically translate to an
increased volume of fuel delivered in the summer months. In
addition, natural gas commodity prices tend to be higher in the
fall and winter months, due to increased overall demand for natural
gas for heating during these periods.
Revenues generated from our renewable electricity production
facilities in the northeast U.S., all of which sell electricity at
market prices, are affected by warmer and colder weather, and
therefore a portion of our quarterly operating results and cash
flows are affected by pricing changes due to regional temperatures.
These seasonal variances are managed in part by certain off-take
agreements at fixed prices.
Cold weather can cause our plants to experience freeze-offs and
power outages, resulting in more downtime than under warm weather
conditions. Shipping delays for replacement parts and construction
materials may also be more frequent during the winter months
leading to incremental downtime or construction delays. In
addition, lower ambient temperatures result in lower biogas
production from our anaerobic digesters and may result in changes
to landfill gas composition during the winter months which have the
potential to cause incremental downtime. Our energy production can
also be affected during the summer months, as very warm
temperatures can dry out a landfill if the landfill owner is unable
to keep the landfill covered, which in turn reduces the LFG
generated at the site.
Human Capital
We have a total of 292 full time employees as of December 31, 2021.
None of our employees is represented by a labor organization or
under any collective bargaining agreements.
The success and growth of our business is significantly correlated
with our ability to recruit, train, promote and retain talented
individuals at all levels of our organization. To succeed in a
competitive labor market, we have developed and maintain key
recruitment and retention strategies. These include competitive
salary structures, including bonus and equity compensation
programs, competitive benefits policies, including paid time off
for vacations, sick leave and holidays, short-term disability
coverage, group term life insurance, and retirement savings plans.
Since the onset of the COVID-19 pandemic, we have taken an
integrated approach to helping our employees manage their work and
personal responsibilities, with a strong focus on employee
well-being, health and safety.
Governmental Regulation
We are subject to a variety of federal, state and local laws and
regulations relating to the environment, health and safety, labor
and employment, building codes and construction, zoning and land
use, public reporting and taxation, among others. These regulations
and policies are subject to amendment, which could result in a
significant future reduction in the potential demand or incentives
available for renewable energy (including Environmental Attributes
that certain forms of renewable energy may generate), renewable
energy project development and investments. Any new government
regulations applicable to our renewable energy projects or markets
for renewable energy may result in significant additional expenses
or related development costs and, as a result could cause a
significant reduction in demand for our renewable energy. Failure
to comply with such requirements could result in the disconnection
and/or shutdown of the non-complying facility, our inability to
sell electricity or RNG from the non-complying facility, the
voiding or disqualification of Environmental Attributes generated
in association with our operations, the default of any contracts
that we have for the sales that were to be made from the
non-complying facility, the imposition of liens, fines and
penalties, forfeiture of certain payments we have made, refunds and
interest, or civil or criminal liability.
On the state level, the economics of RNG are enhanced by low-carbon
fuel initiatives, particularly well-established programs in
California and Oregon, with several other states also actively
considering similar LCFS initiatives.
Our market-based sales are subject to certain market behavior rules
established by FERC, and if any of our generating companies are
deemed to have violated those rules, we will be subject to
potential disgorgement of profits associated with the violation,
penalties, refunds of unlawfully collected amounts with interest,
suspension or revocation of MBR authority. If such generating
companies were to lose their MBR authority, they would be required
to obtain the FERC’s acceptance of a cost of service rate schedule
and could become subject to the significant accounting,
record-keeping, and reporting requirements that are typically
imposed on vertically-integrated utilities with cost based rate
schedules. This could have a material adverse effect on the rates
we are able to charge for power from our facilities. The regulatory
environment for electric generation has undergone significant
changes in the last several years due to state and federal policies
affecting wholesale competition and the creation of incentives for
the addition of large amounts of new renewable generation and, in
some cases, transmission assets. These changes are ongoing and we
cannot predict the future design of the wholesale power markets or
the ultimate effect that the changing regulatory environment will
have on our business.
Environmental Regulation
Our operations, as well as our feedstock suppliers, are subject to
extensive federal, state and local laws and regulations relating to
the discharge or release of materials into the environment,
environmental protection, and occupational health and safety. Such
laws and regulations impose, among other things, restrictions,
liabilities and obligations in connection with the generation,
handling, use, storage, transportation, treatment and disposal of
various substances, including hazardous substances and waste and as
a result of any spills, releases, discharges and emissions of
various substances into the environment. Environmental regulations
also require that our facilities, sites and other properties be
operated, maintained, decommissioned and restored to the
satisfaction of applicable regulatory authorities. Occupational
health and safety regulations establish standards protective of
workers. These laws, as amended from time to time, include, for
example:
•the
Clean Air Act (“CAA”), which regulates air emission pollutants, GHG
emissions and reciprocating engines subject to Maximum Achievable
Control Technology standards;
•the
Clean Water Act (“CWA”), which establishes the extent to which
waterways are subject to federal jurisdiction and serves to
regulate the discharge of wastewater from our facilities into state
and federal waters;
•the
Comprehensive Environmental Response, Compensation and Liability
Act (“CERCLA”), also known as the Superfund law, which regulates
the cleanup of hazardous substances that may have been released at
properties currently or previously owned or operated by us or
locations to which we have sent hazardous substances for
disposal;
•the
Energy Policy Act of 2005 (“EPAct”), which, among other things,
establishes requirements for minimum volumes of renewable fuels in
transportation fuel;
•the
Occupational Safety and Health Act (“OSHA”), which establishes
workplace standards for the protection of the health and safety of
employees, including the implementation of hazard communications
programs designed to inform employees about hazardous substances in
the workplace, potential harmful effects of these substances and
appropriate control measures;
•the
Resource Conservation and Recovery Act (“RCRA”), which imposes
requirements for the generation, storage, treatment, transportation
and disposal of solid and hazardous wastes at or from our
facilities; and
•various
state and local laws, which may include analogs to the above or
other or more stringent requirements.
An accidental release from one of our facilities could subject us
to substantial liabilities arising from environmental cleanup and
restoration costs, claims made by neighboring landowners and other
third parties for personal injury, natural resource and property
damages and fines or penalties for related violations of
environmental laws or regulations. Moreover, under certain
environmental laws such as CERCLA and RCRA, we could incur strict
joint and several liability for remediating hazardous substances or
wastes disposed of or released by us or prior owners or operators.
We also could incur costs related to the clean-up of third-party
sites to which we sent regulated substances for disposal or to
which we sent equipment for cleaning. Failure to comply with these
federal, state and local laws and regulations may result in the
assessment of administrative, civil and criminal penalties, the
imposition of corrective or remedial obligations, the incurrence of
capital expenditures, the occurrence of delays, denials or
cancellations in permitting or the development or expansion of
projects and the issuance of orders enjoining performance of some
or all of our operations in affected areas. For more information,
see our risk factor titled “Our operations, as well as those of our
feedstock suppliers, are subject to numerous stringent
environmental, health and safety laws and regulations that may
expose us to significant costs and liabilities.”
Segment Information and Geographic Area
The Company operates in two reporting segments, RNG and Power. The
Company’s operating facilities are located across 18 states.
Additional data and discussion are provided in “Note 23 - Segment
Information”, and “Item 7 - Management’s Discussion and Analysis of
Financial Condition and Results of Operations” of this Annual
Report on Form 10-K.
Available Information
Archaea's principal executive offices are located at 4444
Westheimer Road, Suite G450, Houston, Texas 77027. Archaea's
website is located at www.archaeaenergy.com.
Archaea furnishes or files with the Securities and Exchange
Commission (the “SEC”) its Annual Reports on Form 10-K, its
Quarterly Reports on Form 10-Q, and its Current Reports on Form
8-K. Archaea makes these documents available free of charge at
www.archaeaenergy.com under the “Investors” tab as soon as
reasonably practicable after they are filed or furnished with the
SEC. In addition, corporate
governance information, including our corporate governance
guidelines and code of ethics, is also available on our investor
relations website under the heading “Governance Documents.”
Information on Archaea’s website is not incorporated by reference
into this Annual Report on Form 10-K or any of the Company’s other
filings with the SEC.
The SEC also maintains an Internet website that contains reports,
proxy statements and other information about issuers, like us, that
file electronically with the SEC. The address of that website is
www.sec.gov.
Archaea’s Class A Common Stock, par value $0.0001 per share, is
listed and traded on the NYSE under the ticker “LFG.”
ITEM 1A. RISK FACTORS
The following risk factors apply to the business and operations of
the Company following the completion of the Business Combinations.
The occurrence of one or more of the events or circumstances
described in these risk factors, alone or in combination with other
events or circumstances, may have an adverse effect on the
business, cash flows, financial condition and results of operations
of the Company. These risks should be carefully considered prior
to, or continuing, investment in our Company. These risk factors
are not exhaustive, and the Company may face additional risks and
uncertainties that are not presently known to us, or currently
deemed immaterial, which may also impair our business or financial
condition.
Risks Related to the Business and Industry of the
Company
The COVID-19 pandemic and preventative measures taken to contain or
mitigate the pandemic may adversely affect our business, results of
operations and financial condition.
The COVID-19 pandemic and preventative measures taken to contain or
mitigate the pandemic have caused, and are continuing to cause,
business slowdowns or shutdowns in affected areas and significant
disruptions in the financial markets both globally and in the
United States. In response to the COVID-19 pandemic and related
mitigation measures, we began implementing changes in our business
in March 2020 to protect our employees and customers, and to
support appropriate
health and safety protocols. These measures resulted in additional
costs, which we expect will continue through 2022 as we continue to
work to address employee safety. Although we are considered an
essential company under the U.S. Federal Cybersecurity and
Infrastructure Security Agency guidance and the various state or
local jurisdictions in which we operate, we remain uncertain of the
ultimate effect COVID-19 could have on our business, results of
operations and financial condition.
The duration and extent of the impact of the COVID-19 pandemic on
our business, results of operations and financial condition will
depend on future developments, including the duration, severity and
spread of the pandemic, actions taken to contain its spread, any
further resurgence of COVID-19, the severity and transmission rates
of new variants of COVID-19, the availability, distribution and
efficacy of vaccines and therapeutics for COVID-19, and how quickly
and to what extent normal economic and operating conditions can
resume within the markets in which we operate, each of which are
highly uncertain at this time and outside of our control. Even
after the COVID-19 pandemic subsides, we may continue to experience
adverse effects to our business and financial results because of
its global economic impact, including any economic downturn or
recession that has occurred or may occur. The adverse effect of the
COVID-19 pandemic on our business, results of operations and
financial condition could be material.
Our strategic success and financial results depend on our ability
to identify, acquire, develop and operate LFG projects, as well as
our ability to expand production at our current production
facilities.
Our business strategy includes growth primarily through the
procurement of biogas rights to develop new LFG projects, the
acquisition and/or expansion of existing LFG projects, or
conversion of production facilities from renewable electricity to
RNG production. This strategy depends on our ability to
successfully identify and evaluate acquisition opportunities and
complete new projects or acquisitions on favorable terms. However,
we cannot assure you that we will be able to successfully identify
new landfill opportunities, acquire additional gas rights, develop
new LFG projects, or consummate the acquisition of existing LFG
projects, on favorable terms or at all. In addition, we will
compete with other companies and private equity sponsors for these
development and acquisition opportunities, which may increase our
costs or cause us to refrain from making acquisitions at all. We
also expect to achieve growth through the expansion of production
at certain of our current production facilities as the related
landfills are expanded or otherwise begin to produce more gas, but
we cannot assure you that we will be able to reach or renew the
necessary agreements with landfill owners on economically favorable
terms or at all. If we are unable to successfully identify and
consummate future project opportunities or acquisitions of existing
projects, or expand RNG and renewable electricity production at our
current production facilities, it will impede our ability to
execute our growth strategy. Further, we may also experience
supply-chain delays and cost overruns in converting existing
facilities from renewable electricity to RNG production or
development of new facilities. During the conversion of production
facilities, there may be a gap in production and relating revenue
while the electricity project is offline until it commences
operation as an RNG facility, which adversely affects our financial
condition and results of operations.
Our ability to acquire, develop and operate projects, as well as
expand production at current production facilities, is subject to
various risks, including:
•regulatory
changes that affect the value of RNG and related Environmental
Attributes and its Carbon Intensity, which could have a significant
effect on the financial performance of our projects and the number
of potential projects with attractive economics;
•changes
in energy commodity prices, such as natural gas and wholesale
electricity prices, which could have a significant effect on our
revenues and expenses;
•changes
in pipeline gas quality standards or other regulatory changes that
may limit our ability to transport RNG on pipelines for delivery to
third parties or increase the costs of processing RNG to allow for
such deliveries;
•changes
in the broader waste collection industry, including changes
affecting the waste collection and biogas potential of the landfill
industry, which could limit the LFG resource that we currently
target for our projects;
•substantial
construction risks, including the risk of delay, that may arise due
to forces outside of our control, including those related to
engineering and environmental problems, inclement weather and labor
disruptions;
•operating
risks and the effect of disruptions on our business, including the
effects of global health crises such as COVID-19, weather
conditions, catastrophic events such as fires, explosions,
earthquakes, droughts and acts of terrorism, and other force
majeure events on us, our customers, suppliers, distributors and
subcontractors;
•accidents
involving personal injury or the loss of life, as a result of work
conditions including, but not limited to, hazardous worksite site
conditions and gas exposure;
•entering
into markets where we have less experience, such as our projects
for biogas recovery at livestock farms;
•the
ability to obtain financing for a project on acceptable terms or at
all and the need for substantially more capital than initially
budgeted to complete projects and exposure to liabilities as a
result of unforeseen environmental, construction, technological or
other complications;
•failures
or delays in obtaining desired or necessary land rights, including
ownership, leases, easements, zoning rights and building
permits;
•a
decrease in the availability, pricing and timeliness of delivery of
raw materials and components necessary for the construction or
operation of projects;
•obtaining
and keeping in good standing permits, authorizations and consents
from local city, county, state and U.S. federal governments as well
as local and U.S. federal governmental organizations;
•penalties,
including potential termination, under short-term and long-term
contracts for failing to deliver RNG in accordance with our
contractual obligations;
•unknown
regulatory changes for RNG which may increase the transportation
cost for delivering under contracts in place;
•the
consent and authorization of local utilities or other energy
development off-takers to ensure successful interconnection to
energy grids to enable power and gas sales; and
•difficulties
in identifying, obtaining and permitting suitable sites for new
projects.
Any of these factors could prevent us from acquiring, developing,
operating or expanding our projects, or otherwise adversely affect
our business, financial condition and results of
operations.
Acquiring existing projects involves numerous risks.
The acquisition of existing LFG projects and companies involves
numerous risks, many of which may be indiscoverable through the due
diligence process, including exposure to previously existing
liabilities and unanticipated costs associated with the
pre-acquisition period; difficulty in integrating the acquired
projects into our existing business; and, if the projects are in
new markets, the risks of entering markets where we have limited
experience, less knowledge of differences in market terms for gas
rights agreements and off-take agreements, and, for international
projects, possible exposure to exchange-rate risk to the extent we
need to finance development and operations of foreign projects and
to repatriate earnings generated by such projects. While we perform
due diligence on prospective acquisitions, we may not be able to
discover all potential operational deficiencies in such projects. A
failure to achieve the financial returns we expect when we acquire
LFG projects could have a material adverse effect on our ability to
implement our growth strategy and, ultimately, our business,
financial condition, and results of operations. Risks related to
acquiring existing projects, include:
•the
purchase price we pay could significantly deplete our cash reserves
or result in dilution to our existing stockholders;
•the
acquired companies or assets may not improve our customer offerings
or market position as planned;
•we
may have difficulty integrating the operations and personnel of the
acquired companies;
•key
personnel and customers of the acquired companies may terminate
their relationships with the acquired companies as a result of or
following the acquisition;
•we
may experience additional financial and accounting challenges and
complexities in areas such as tax planning and financial
reporting;
•we
may incur additional costs and expenses related to complying with
additional laws, rules or regulations in new
jurisdictions;
•we
may assume or be held liable for risks and liabilities (including
for environmental-related costs) as a result of our acquisitions,
some of which we may not discover during our due diligence or
adequately adjust for in our acquisition arrangements;
•our
ongoing business and management’s attention may be disrupted or
diverted by transition or integration issues and the complexity of
managing geographically diverse enterprises;
•we
may incur one-time write-offs or restructuring charges in
connection with an acquisition;
•we
may acquire goodwill and other intangible assets that are subject
to amortization or impairment tests, which could result in future
charges to earnings; and
•we
may not be able to realize the cost savings or other financial
benefits we anticipated.
In order to secure contracts for new projects, we typically face a
long and variable development cycle that requires significant
resource commitments and a long lead time before we realize
revenues.
The development, design and construction process for our renewable
energy projects generally lasts approximately 24 months, on
average. Prior to signing a gas rights agreement for project
development, we typically conduct a preliminary audit of the site
host’s needs and assess whether the site is commercially viable
based on our expected return on investment, investment payback
period, and other operating metrics, as well as the necessary
permits to develop a project on that site. This extended
development process requires the dedication of significant time and
resources from our sales and management personnel, with no
certainty of success or recovery of our expenses. A potential site
host may go through the entire sales process and not accept our
proposal. Further, upon commencement of operations, it typically
takes several months for the project to ramp up to our full
expected production level. All of these factors, and in particular,
increased spending that is not offset by increased revenues, can
contribute to fluctuations in our quarterly financial performance
and increase the likelihood that our operating results in a
particular period will fall below investor
expectations.
Our business plans include expanding from LFG projects into other
types of feedstocks or transmission projects, or new lines of
business. Any such expansions of non-LFG projects, transmission
projects, or new lines of business may present unforeseen
challenges and result in a competitive disadvantage relative to our
more-established competitors.
We currently operate primarily LFG production facilities that
convert LFG into RNG and renewable electricity. However, we are
actively developing projects that use anaerobic digesters to
capture and convert emissions into low-carbon RNG, and we may
expand into additional feedstocks in the future. In addition, we
are actively considering expansion into other lines of business,
including carbon capture and sequestration, generation of renewable
electricity for our projects from solar, and the use of RNG as a
feedstock for renewable hydrogen. These projects could expose us to
increased operating costs, unforeseen liabilities or risks, and
regulatory and environmental concerns associated with entering new
sectors of the energy industry, including requiring a
disproportionate amount of our management’s attention and
resources, which could have an adverse impact on our business as
well as place us at a competitive disadvantage relative to more
established non-LFG market participants.
Other types of feedstock, specifically dairy farm and other
livestock waste projects, produce significantly less RNG than
landfill facilities. As a result, the commercial viability of these
projects is even more dependent on various factors and market
forces outside of our control, like changes to laws or regulations
that could affect the value of our projects or the incentives
available to them. In addition to these known factors, there are
other factors currently unknown to us that may affect the
commercial viability of other types of feedstock. As such,
expansion into other types of feedstock could adversely affect our
business, financial condition, and results of
operations.
Some projects in which we might invest in the future may be subject
to cost-of-service rate regulation, which would limit our potential
revenue from such projects. If we invest, directly or indirectly,
in an electric transmitting project that allows us to exercise
transmission market power, FERC could require our affiliates with
MBR power sales authority to implement
mitigation measures as a condition of maintaining our or our
affiliates’ MBR authority. FERC regulations limit using a
transmission project for proprietary purposes, and we may be
required to offer others (including competitors) open-access to our
transmission asset, should we acquire one. Such acquisitions could
have a material adverse effect on our business, financial condition
and results of operations.
Capturing and sequestering carbon dioxide is subject to numerous
laws and regulations with uncertain permitting timelines and costs.
We also intend to explore the production of renewable hydrogen
sourced from our projects’ RNG. We do not have an operating history
in the carbon capture and sequestration or renewable hydrogen
markets, and there is no certainty that our entry into a new
business line will be successful.
Our fixed-price contracts create the potential for operating losses
in the event our variable costs rise unexpectedly.
We seek to enter into long-term fixed price off-take agreements,
and expect approximately 70% of our RNG volumes to be contracted
under long-term fixed price off-take agreements. We believe our
fixed-price arrangements reduce our exposure to fluctuating energy,
commodity and Environmental Attributes prices, and a number of our
existing long-term fixed price contracts include price-adjustment
mechanisms related to inflation. However, if our costs were to rise
unexpectedly or in a manner inconsistent with the inflation
adjustment mechanisms included in the contracts, the revenue under
our fixed-price contracts would not match these changes in cost,
which may result in operating losses.
Although approximately 70% of our RNG volumes are expected to be
contracted under long-term fixed price off-take agreements,
approximately 30% of our RNG volumes are expected to be contracted
on a merchant pricing basis that exposes us to the risk of price
fluctuations.
Contracting a portion of our RNG volumes on a merchant pricing
basis allows us to capture the value of prevailing RIN and LCFS
credits; however, the value of such Environmental Attributes has
historically been volatile and remains difficult to forecast. For
example, during the year ended December 31, 2021, the weekly,
volume-weighted average RIN price ranged from a high of $3.46 in
August to a low of $0.43 in January. California LCFS credits also
experienced volatility during the year ended December 31, 2021,
with daily prices (based on a five day rolling average) ranging
from a high of $201 in January to a low of $143 in November.
Although we aim to cap our exposure to merchant pricing by covering
a majority of our production with long-term fixed priced contracts,
we may not be able to increase the amount of our production that is
covered by such contracts. Additionally, excess volumes available
for sale into the LCFS market and the CI score of our facilities
relative to alternative available volumes, including RNG from
livestock operations, may inhibit our ability to compete in the
LCFS market.
The price of RINs is driven by various market forces that are
difficult to predict, including gasoline prices and the
availability of renewable fuel from other renewable energy sources
and conventional energy sources. We may be unable to manage the
risk of volatility in RIN pricing for all or a portion of our
revenues from RINs, which would expose us to the volatility of
commodity prices with respect to all or the portion of RINs that we
are unable to sell through forward contracts, including risks
resulting from changes in regulations, general economic conditions,
the interest and availability of counterparties and other necessary
intermediaries with respect to RIN sales, and changes in the level
of renewable energy generation. We expect to have variations from
period to period in the revenues from the production facilities in
which we generate revenue from the sale of RINs that we are unable
to sell through forward contracts.
Further, the production of RINs significantly in excess of the RVOs
set by the EPA for a calendar year could adversely affect the
market price of RINs, particularly towards the end of the year, if
refiners, fuel importers and wholesalers have satisfied their RVOs
for the year. A significant decline in the price of RINs and price
of LCFS credits for a prolonged period could adversely affect our
business, financial condition and results of operations, and could
require us to take an impairment charge relating to one or more of
our projects or our goodwill.
A reduction in the prices we can obtain for our Environmental
Attributes could have a material adverse effect on our long-term
business prospects, financial condition and results of
operations.
A significant portion of our Power revenues come from the sale of
RECs, whether bundled in the price of our production or sold
separately. RTCs are a newer form of Environmental Attribute that
we are also seeking to monetize for RNG used in thermal energy
applications. Environmental Attributes are impacted by a variety of
legal and governmental regulatory requirements, and a change in law
or in governmental policies concerning renewable energy, LFG or the
sale of RECs or RTCs could be expected to affect the market for,
and quantity or the pricing of, the RECs or RTCs that we can
generate. In particular, a number of automotive, industrial and
power generation manufacturers are developing alternative clean
power
systems using fuel cells, plug-in hybrids, electric cars or
hydrogen fuels. Like RNG, the emerging fuel cell and
electric-powered vehicle industries offer technological options to
address worldwide energy costs, the long-term availability of
petroleum reserves and environmental concerns. If the
electric-powered vehicle industry and related alternatives continue
to expand and gain broad acceptance, it may result in a decline in
the prices of gasoline, diesel and other fossil fuels. This
additional competition could reduce the demand for RNG and reduce
the prices of RINs and LCFS, from which we generate revenues, which
would negatively impact our profitability. A reduction in the
prices we receive for RECs or RTCs, whether individually or as a
portion of the price we receive for our Power or RNG sales, or a
reduction in demand for RECs or RTCs could have a material adverse
effect on our results of operations.
A prolonged environment of low prices or reduced demand for RNG or
renewable electricity could have a material adverse effect on our
long-term business prospects, financial condition and results of
operations.
Long-term RNG and renewable electricity prices may fluctuate
substantially due to factors outside of our control. The price of
electricity can vary significantly for many reasons, including
increases and decreases in generation capacity in our markets;
changes in power transmission or fuel transportation capacity
constraints or inefficiencies; power supply disruptions; weather
conditions; seasonal fluctuations; changes in the demand for power
or in patterns of power usage, including the potential development
of demand-side management tools and practices; development of new
fuels or new technologies for the production of power; federal and
state regulations; and actions of the ISOs and RTOs that control
and administer regional power markets. Further, the amount of power
consumed by the electric utility industry is affected primarily by
the overall demand for electricity, environmental and other
governmental regulations and the price and availability of fuels
such as nuclear, coal, natural gas and oil, as well as sources of
renewable energy.
If we are unable to renew or replace an off-take agreement for a
project for a certain volume of RNG produced, we would be subject
to the risks associated with selling that volume of RNG produced at
then-current market prices. We may be required to make such sales
at a time when the market prices for natural gas, RNG, or
Environmental Attributes as a whole or in the regions where those
volumes are produced, are depressed. If this were to occur, we
would be subject to the volatility of market prices and be unable
to predict our revenues from such volumes, and the sales prices for
such RNG may be lower than what we could sell the RNG for under an
off-take agreement.
A decline in prices for certain fuels or reduced government
incentives for renewable energy sources, or RNG specifically, could
also make LFG less cost-competitive on an overall basis. Slow
growth or a long-term reduction in overall demand for energy could
have a material adverse effect on our business strategy and could,
in turn, have a material adverse effect on our business, financial
condition and results of operations.
We face competition both on the prices we receive for our RNG and
renewable electricity and for rights to manage or develop LFG
projects.
We face competition from both conventional and renewable energy
companies in connection with the prices that we can obtain for the
RNG and renewable electricity that we produce and sell into energy
markets at market prices. The prices that these energy companies
can offer are dependent on a variety of factors, including their
fuel sources, transmission costs, capacity factor, technological
advances and their operations and management. If these companies
are able to offer their energy at lower prices, this will reduce
the prices we are able to obtain in these markets, which could have
a material adverse effect on our results of operations. Our
competitors may also offer energy solutions at prices below cost,
devote significant resources to competing with us or attempt to
recruit our key personnel, any of which could improve their
competitive positions. In addition, the technologies that we use
may be rendered obsolete or uneconomic by technological advances,
more efficient and cost-effective processes or entirely different
approaches developed by one or more of our competitors or others.
Moreover, if the demand for renewable energy increases, new
companies may enter the market, and the influx of added competition
could pose an increased risk to us.
In the LFG industry, we believe our primary competitors are other
LFG companies with existing projects and landfill owners that
either operate their own LFG projects or may do so in the future.
We compete with these companies to acquire gas rights for project
development, or, in some cases, to renew or extend existing gas
rights agreements for existing LFG projects. Increased competition
for such projects may increase the price we pay for gas rights, the
acquisition costs for existing projects or the royalties we have to
pay landfill owners, which may have a material adverse effect on
our results of operations. We may also find ourselves competing
more frequently with landfill owners to the extent they decide to
develop their own LFG projects, which would also reduce the number
of opportunities for us to develop new LFG projects. We also
compete with other RNG developers for long-term fixed price
off-take agreements with existing and potential buyers of
RNG.
Our renewable energy projects may not produce expected levels of
output, and the amount of LFG actually produced at each of our
projects will vary over time and, when a landfill closes,
eventually decline.
Landfills contain organic material whose decomposition causes the
generation of gas consisting primarily of methane, which LFG
projects use to generate RNG or renewable electricity, and carbon
dioxide. The estimation of LFG production volume is an inexact
process and dependent on many site-specific conditions, including
the estimated annual waste volume, composition of waste, regional
climate and the capacity and construction of the landfill.
Production levels are subject to a number of additional risks,
including a failure or wearing out of our or our landfill owners’
or operators’, customers’ or utilities’ equipment; an inability to
find suitable replacement equipment or parts; lower than expected
supply or quality of the project’s source of biogas and faster than
expected diminishment of such biogas supply; or volume disruption
in our fuel supply collection system. As a result, the amount of
LFG actually produced by the landfill sites from which our
production facilities collect LFG or the volume of electricity or
RNG generated from those sites may in the future vary from our
initial estimates, and those variations may be material. In
addition, Aria has in the past, and we may in the future, incur
material asset impairment charges if any of our renewable energy
projects incurs operational issues that indicate our expected
future cash flows from the project are less than the project’s
carrying value. Any similar impairment charges in the future could
adversely affect our operating results in the period in which the
charge is recorded.
As of December 31, 2021, three of our projects are located on
closed landfills. Of the remaining landfills for which we have gas
rights, based upon the current permits (which are eligible to
receive extensions to accept waste for additional time periods),
one is currently expected to close within the next three years and
another 12 are currently expected to close within the next ten
years. If we do not develop or acquire projects attached to open or
expanding landfills, the total amount of LFG available to operate
our projects would decline over time, which could have a material
adverse effect on our business, financial condition, and results of
operations.
In addition, in order to maximize collection of LFG, we will need
to take, or work with landfill owners to implement, various
measures, such as drilling additional gas wells in the landfill to
increase LFG collection, balancing the pressure on the gas field
based on the data collected by the landfill operator from the gas
wells to ensure optimum LFG utilization and ensuring that we match
availability of engines and related equipment to availability of
LFG. There can be no guarantee that we will be able to take all
necessary measures to maximize collection. In addition, the LFG
available to our projects is dependent in part on the actions of
other persons, such as landfill operators. We may not be able to
ensure the responsible management of the landfill site by owners
and operators, which may result in less than optimal gas generation
or increase the likelihood of “hot spots” occurring. Hot spots can
temporarily reduce the volume of gas which may be collected from a
landfill site, resulting in a lower gas yield. Other events that
can result in a reduction in LFG output include: extreme hot or
cold temperatures or excessive rainfall; liquid levels within a
landfill increasing; oxidation within a landfill, which can kill
the anaerobic microbes that produce LFG; and the buildup of sludge.
The occurrence of these or any other changes within any of the
landfills where our production facilities operate could lead to a
reduction in the amount of LFG being available to operate our
production facilities, which could have a material adverse effect
on our business, financial condition and results of
operations.
Certain of our facilities are newly constructed, are under
construction, or are in development and may not perform as we
expect.
Our largest RNG production facility, Assai, recently commenced
commercial operations in December 2021, and we have a number of
projects under construction that are expected to begin production
over the next 24 months. In addition, we expect to install our
first project utilizing our Archaea V1 plant in the second half of
this year and we anticipate that all of our new build projects in
2022 and those in our forward development plan will implement the
Archaea V1 plant design. Therefore, our expectations of the
operating performance of these facilities are based on assumptions
and estimates made without the benefit of operating history. Our
expectations with respect to our new and developing projects, and
related estimates and assumptions, are based on limited operating
history. These facilities also include digesters under development
for which we have no operating history as of December 31,
2021.
Our Archaea V1 plant design utilizes a standardized and modularized
plant design, which we believe will enable us to reduce project
development and construction time while simultaneously lowering
project development costs, and we have planned our financial model,
including our 2022 capital budget, based on these reduced cost
expectations. If we are unsuccessful in implementing our Archaea V1
plant design or if we experience design or manufacturing defects or
other failures of future plant builds as result of installing
Archaea V1 plant designs, we could incur significant manufacturing
and re-engineering costs. In addition, if implementing our Archaea
V1 plant design does not achieve the cost reductions expected, it
may harm our future profitability. Moreover, the ability of these
facilities, including the facilities that will be
built with the Archaea V1 plant design, to meet our performance
expectations is subject to the risks inherent in newly constructed
RNG production facilities and the construction of such facilities,
including delays or problems in construction, degradation of
equipment in excess of our expectations, system failures, and
outages. The failure of these facilities to perform as we expect
could have a material adverse effect on our business, financial
condition, results of operations and cash flows.
We currently own, and in the future may acquire, certain assets
through joint ventures. As operating partner for some of our joint
venture projects, we are exposed to counterparty credit risk, and
as non-operating partner for other joint venture projects, we have
limited control over management decisions and our interests in such
assets may be subject to transfer or other related
restrictions.
We own, and in the future may acquire, certain operating or
development projects in joint ventures. Our current joint venture
projects include our Sunshine Canyon and Mavrix, LLC (“Mavrix”)
projects and Saturn Renewables, LLC. We are the operating partner
for some of these projects while our joint venture partner is the
operating partner in others. As the operating partner for some of
our joint venture projects, we pay joint venture expenses and make
cash calls on non-operating partners for their respective shares of
joint venture costs. These projects are capital intensive and, in
some cases, a non-operating partner may experience a delay in
obtaining financing for its share of the joint venture costs or
have liquidity problems resulting in slow payment of joint venture
costs that can result in potential delays in our development
projects. In addition, our joint venture partners may not be as
creditworthy as we are and may experience credit rating downgrades
or liquidity problems that may hinder their ability to obtain
financing. Counterparty liquidity problems could result in a delay
in receiving proceeds from reimbursement of joint venture costs.
Nonperformance by a joint venture partner could result in
significant financial losses.
Our ability to control joint ventures for which we are not the
operating partner is limited by provisions of the agreements we
have entered into with our joint venture partners and by our
ownership percentage in such joint ventures. In the future, we may
invest in other projects with additional joint venture partners.
Joint ventures inherently involve a lesser degree of control over
business operations, which could result in an increase in the
financial, legal, operational or compliance risks associated with a
project, including, but not limited to, variances in accounting
internal control requirements. Our co-venture partners may not have
the level of experience, technical expertise, human resources
management and other attributes necessary to operate these assets
optimally. To the extent we do not operate or have a controlling
interest in a project, our joint venture partners could take
actions that decrease the value of our investment and lower our
overall return. In addition, conflicts of interest may arise in the
future between our company and our stockholders, on the one hand,
and our joint venture partners, on the other hand, where our joint
venture partners’ business interests are inconsistent with our and
our stockholders’ interests. Further, disagreements or disputes
between us and our joint venture partners could result in
litigation, which could increase our expenses and potentially limit
the time and effort our officers and directors are able to devote
to our business, all of which could have a material adverse effect
on our business, financial condition and results of operations. The
approval of our joint venture partners also may be required for us
to receive distributions of funds from assets or to sell, pledge,
transfer, assign or otherwise convey our interest in such assets.
Alternatively, our joint venture partners may have rights of first
refusal or rights of first offer in the event of a proposed sale or
transfer of our interests in such assets. These restrictions may
limit the price or interest level for our interests in such assets,
in the event we want to sell such interests.
Increased rates of recycling and legislation encouraging recycling,
increased use of waste incineration, increased rates of organic
waste diversion, advances in waste disposal technology and
decreases in the gross domestic product of the United States could
decrease the availability or change the composition of waste for
LFG.
The volume and composition of LFG produced at open landfill sites
depends in part on the volume and composition of waste sent to such
landfill sites, which could be affected by a number of factors. For
example, increased rates of recycling or increased use of waste
incineration could decrease the volume of waste sent to landfills,
while organics diversion strategies such as composting can reduce
the amount of organic waste sent to landfills. There have been
numerous federal and state regulations and initiatives over the
years that have led to higher levels of recycling of paper, glass,
plastics, metal and other recyclables, and there are growing
discussions at various levels of government about developing new
strategies to minimize the negative environmental impacts of
landfills and related emissions, including diversion of
biodegradable waste from landfills. Although many recyclable
materials other than paper do not decompose and therefore do not
ultimately contribute to the amount of LFG produced at a landfill
site, it is too early to conclude definitively what impact
recycling and other similar efforts will have on the volume and
proportion of biodegradable waste sent to landfill sites across the
United States.
In addition, research and development activities are ongoing to
provide alternative and more efficient technologies to dispose of
waste, to produce by-products from waste and to produce energy, and
an increasing amount of capital is being invested to find new
approaches to waste disposal, waste treatment and energy
generation. It is possible that this deployment of capital may lead
to advances which will adversely affect our sources of LFG or
provide new or alternative methods of waste disposal or energy
generation that become more accepted, or more attractive, than
landfills.
Increased rates of recycling, legislation encouraging recycling,
increased use of waste incineration, advancements in waste disposal
technology, organics diversion, or an economic downturn in the
United States, for any reason, could impact the volume and
composition of waste produced in the United States and, as a
consequence, the volume and composition of waste sent to landfill
sites from which our projects collect LFG, which could adversely
affect our business operations, prospects, financial condition and
operational results.
We are dependent on contractual arrangements with, and the
cooperation of, landfill site owners and operators for access to
and operations on their sites.
We do not own any of the landfill sites from which our projects
collect LFG or on which we operate and manage projects owned by
landfill owners, and therefore we depend on contractual
relationships with, and the cooperation of, the landfill site
owners and operators for our operations. The invalidity of, or any
default or termination under, any of our leases and licenses may
interfere with our ability to use and operate all or a portion of
certain of our production facilities, or to develop and construct
future production facilities, which may have an adverse impact on
our business, financial condition and results of operations. We
obtain gas rights to the landfills on which our projects operate,
with some of these gas rights being evergreen and others having
fixed terms. Excluding our O&M projects owned by third parties,
the gas rights associated with our 29 operating production
facilities that are not evergreen are due to expire at varying
points over the next 23 years, with gas rights to 5 landfills due
to expire by the end of 2031. While we have historically been
successful in renewing gas rights as they expire on favorable
terms, we have sometimes had to pay increased royalty payments in
connection with renewals of gas rights to reflect then-current
market terms. We cannot guarantee that we will be able to renew any
gas rights that expire in the future on commercial terms that are
attractive to us or at all, and any failure to do so, or any other
disruption in the relationship with any of the landfill operators
from whose landfill sites our projects obtain LFG or for whom we
operate LFG facilities, may have a material adverse effect on our
business operations, prospects, financial condition and operational
results.
In addition, the ownership interests in the land subject to these
easements, leases and rights-of-way may be subject to mortgages
securing loans or other liens (such as tax liens) and other
easements, lease rights and rights-of-way of third parties (such as
leases of oil or mineral rights) that were created prior to our
projects’ easements, leases and rights-of-way. As a result, certain
of our projects’ rights under these easements, leases or
rights-of-way may be subject, and subordinate, to the rights of
those third parties. We may not be able to protect our operating
projects against all risks of loss of our rights to use the land on
which our projects are located, and any such loss or curtailment of
our rights to use the land on which our projects are located and
any increase in rent due on such lands could adversely affect our
business, financial condition and results of
operations.
Our gas rights and off-take agreements are subject to certain
conditions. A failure to satisfy those conditions could result in
the loss of gas rights or the termination of an off-take
agreement.
Our gas rights agreements generally require that we achieve
commercial operations for a project as of a specified date. The
agreements with respect to the projects in our greenfield
development backlog have remaining terms of approximately one to
three years. If we do not satisfy such deadline, the agreement may
be terminated at the option of the landfill without any
reimbursement of any portion of the purchase price paid for the gas
rights, if applicable, or any other amounts we have invested in the
project. Delays in construction or delivery of engines and other
equipment may result in our failing to meet the commercial
operations deadline in a gas rights agreement. Additionally, the
denial or loss of a permit essential to a project could impair our
ability to construct or operate a project as required under the
related gas rights agreement. Delays in the review and permitting
process for a project can also impair or delay our ability to
construct or acquire a project and satisfy any commercial
operations deadlines, or increase the cost such that the project is
no longer attractive to us.
Likewise, certain of our off-take agreements have required us to
achieve commercial operations for specific projects or provide a
certain amount of RNG production from our portfolio as of a
specified date, and off-take agreements we enter into in the future
may have similar requirements. Failure to achieve such deadlines
could result in the loss of such an off-take
agreement.
Any issues with our production at the corresponding projects,
including due to weather, unplanned outages or transmission
problems, to the extent not caused by the landfill or covered by
force majeure provisions in the gas rights agreement, could result
in the loss of these gas rights. Our gas rights agreements often
grant us the right to build additional generation capacity in the
event of increased LFG supply, but failure to use such increased
supply after a prescribed period of time can result in the loss of
the rights to the unused LFG.
Our gas rights agreements provide that our projects must be
operated in compliance with laws and regulations. If our facility
causes the landfill to be out of compliance with their permits, we
will be obligated to correct the issue or our rights to the LFG can
be terminated. Additionally, we may acquire gas rights but later
determine that developing or continuing to operate a project is not
economically desirable, and we may cease development or operations
and thereby lose control of such gas rights. Any loss of gas rights
associated with any potential future or existing project could
impede our ability to execute our growth strategy and have a
material adverse effect on our business, financial condition and
results of operations.
Finally, certain of the gas rights agreements and off-take
agreements for projects in our portfolio and that we may acquire in
the future allow or may allow the landfill owner or off-take
counterparty to acquire or otherwise purchase a portion or all of
the applicable project facilities from us. Any such sale of a
project facility could have an adverse effect on our results of
operations if we are unable to locate and acquire suitable
replacement projects in a timely fashion.
Our projects face operational challenges customary to the energy
industry. An unexpected reduction in energy production at any of
our projects may have a material adverse effect on our results of
operations and could adversely affect the associated off-take
agreement.
The ongoing operation of our facilities involves risks that include
the breakdown or failure of equipment or processes or performance
below expected levels of output or efficiency due to normal wear
and tear of our equipment, latent defects, design or operator
errors or force majeure events, among other factors. Operation of
our facilities also involves risks that we will be unable to
transport our product to our customers in an efficient manner due
to a lack of transmission capacity or other problems with third
party interconnection and transmission facilities. Unplanned
outages of equipment, including extensions of scheduled outages due
to mechanical failures or other problems, occur from time to time
and are an inherent risk of our business. Unplanned outages
typically increase our operation and maintenance expenses and may
reduce our revenue or require us to incur significant costs as a
result of obtaining replacement energy from third parties in the
open market to satisfy our energy sales obligations. Landfill
owners and operators can also impact our energy generation if in
the course of ongoing operations they damage the landfill’s gas
collection systems. Our energy generation can also be impacted if,
in the course of ongoing operations, the landfill site owners and
operators, including Archaea, damage the landfill’s gas collection
systems or other equipment. Our inability to operate our facilities
efficiently, manage capital expenditures and costs, and generate
earnings and cash flow could have a material adverse effect on our
business, financial condition, results of operations and cash
flows.
We are generally also required under our off-take agreements to
deliver a minimum quantity of the applicable energy products to the
counterparty. Unless we can rely on a force majeure provision in
the related off-take agreement, falling below such a threshold
could require us to compensate our counterparty for the energy or
Environmental Attribute deficiency for our counterparty in the open
market or could result in a reduced rate to be paid for the energy
we deliver in the future until any subsequent price reset date in
the agreement or permanently, as well as possibly allowing the
counterparty to terminate the agreement and subject us to certain
termination payments. A reduction in energy production or the loss
of an off-take agreement may also result in a project having its
permit revoked, which in turn could result in the loss of the
related gas rights. Likewise, the denial or loss of a permit
essential to a project could impede our ability to satisfy any
energy production requirements which we may be subject to under an
off-take agreement. Thus, any unexpected reduction in output at any
of our projects that leads to any of these outcomes could have a
material adverse effect on our business, financial condition and
results of operations.
Our substantial indebtedness could adversely affect our ability to
raise additional capital to fund our operations and acquisitions.
It could also expose us to the risk of increased interest rates and
limit our ability to react to changes in the economy or our
industry.
As of December 31, 2021, we had approximately $352.0 million of
outstanding indebtedness, including $218.6 million of
outstanding borrowings under the Term Loan (as defined below) and
$133.4 million outstanding on our Assai Notes (as defined
below), and also had $235.8 million of available borrowing
capacity under the Revolver (as defined below) that we
may draw upon in the future, thereby increasing our outstanding
indebtedness. Our substantial indebtedness could have important
consequences, including, for example:
•being
required to accept then-prevailing market terms in connection with
any required refinancing of such indebtedness, which may be less
favorable than existing terms;
•failure
to refinance, or to comply with the covenants in the agreements
governing, these obligations could result in an event of default
under those agreements, which could be difficult to cure or result
in our bankruptcy;
•our
debt service obligations require us to dedicate a substantial
portion of our cash flow to pay principal and interest on our debt,
thereby reducing the funds available to us and our ability to
borrow to operate and grow our business;
•our
limited financial flexibility could reduce our ability to plan for
and react to unexpected opportunities; and
•our
substantial debt service obligations make us vulnerable to adverse
changes in general economic, credit and capital markets, industry
and competitive conditions and adverse changes in government
regulation and place us at a disadvantage compared with competitors
with less debt.
Any of these consequences could have a material adverse effect on
our business, financial condition and results of operations. If we
do not comply with our obligations under our debt instruments, we
may be required to refinance all or part of our existing debt,
borrow additional amounts or sell securities, which we may not be
able to do on favorable terms or at all. In addition, increases in
interest rates and changes in debt covenants may reduce the amounts
that we can borrow, reduce our cash flows and increase the equity
investment we may be required to make to complete construction of
our LFG projects. These changes could cause some of our projects to
become economically unattractive. Additionally, if we are unable to
raise additional capital or generate sufficient operating cash flow
to repay our indebtedness, we could be in default under our lending
agreements and could be required to delay construction of new
projects, reduce overhead costs, reduce the scope of our projects
or abandon or sell some or all of our projects, all of which could
have a material adverse effect on our business, financial condition
and results of operations.
In connection with certain project development opportunities, we
have utilized project-level financing in the past and may need to
do so again in the future; however, we may unable to obtain such
financing on commercially reasonable terms or at all. The
agreements governing such financings typically contain financial
and other restrictive covenants that limit a project subsidiary’s
ability to make distributions to its parent or otherwise engage in
activities that may be in its long-term best interests.
Project-level financing agreements generally prohibit distributions
from the project entities to us unless certain specific conditions
are met, including the satisfaction of certain financial ratios or
a facility achieving commercial operations. Our inability to comply
with such covenants may prevent cash distributions by the
particular project(s) to us and could result in an event of default
which, if not cured or waived, may entitle the related lenders to
demand repayment or enforce their security interests, which could
result in a loss of project assets and/or otherwise have a material
adverse effect on our business, results of operations and financial
condition.
We and our subsidiaries will be able to incur more indebtedness.
This could further exacerbate the risks described above, including
our ability to service our existing indebtedness.
We and our subsidiaries may be able to incur substantial additional
indebtedness in the future. Although our Revolver, Term Loan and
Assai Notes contain restrictions on the incurrence of additional
indebtedness, such restrictions are subject to a number of
qualifications and exceptions, and under certain circumstances
indebtedness incurred in compliance with such restrictions could be
substantial. For example, we may incur additional debt to, among
other things, finance future acquisitions of businesses, assets or
biogas rights, fund development of projects in our backlog, fund
our working capital needs, comply with regulatory requirements,
respond to competition or for general financial reasons alone. In
certain instances, additional waivers or subordination agreements
are required for the incurrence of additional debt. In addition, as
of December 31, 2021, we had $235.8 million of available
borrowing capacity under the Revolver, which we may utilize in the
future, thereby increasing our outstanding indebtedness. To the
extent new debt is added to our and our subsidiaries’ current debt
levels, the risks described above would increase.
Existing regulations and policies, and future changes to these
regulations and policies, may present technical, regulatory and
economic barriers to the generation, purchase and use of renewable
energy, and may adversely affect the market for credits associated
with the production of renewable energy.
The market for energy produced by renewable resources is influenced
by U.S. federal, state and local government regulations and
policies concerning such resources. These regulations and policies
are continuously being modified, which could result in a
significant future reduction in the potential demand for renewable
energy, including Environmental Attributes and renewable energy
project development and investments. Any new government regulations
applicable to our renewable energy projects or markets for
renewable energy may result in significant additional expenses or
related development costs and, as a result, could cause a
significant reduction in demand for our renewable energy. Failure
to comply with such requirements could result in the disconnection
and/or shutdown of the non-complying facility, our inability to
sell RNG or renewable electricity from the non-complying facility,
the default of any contracts that we have for the sales that were
to be made from the non-complying facility, the imposition of
liens, fines, refunds and interest, and/or civil or criminal
liability.
The EPA annually sets proposed RVOs for D3 RINs in accordance with
the mandates established by the Energy Independence and Security
Act of 2007 (“EISA”). The EPA’s issuance of timely and sufficient
annual RVOs to accommodate the RNG industry’s growing production
levels is necessary to stabilize the RIN market. There can be no
assurance that the EPA will timely set annual RVOs or that the RVOs
will continue to increase or satisfy the growing RNG market. The
EPA may set RVOs inaccurately or inconsistently under current law,
and the manner in which the EPA sets RVOs may change under
legislative or regulatory revisions. The current authorization for
the EPA’s issuance of RVOs will expire beginning in 2023, and the
EPA may issue RVOs under a modified system that has yet to be
developed, which creates additional uncertainty as to RIN pricing.
Uncertainty as to how the RFS program will continue to be
administered and supported by the EPA under the current
administration has created price volatility in the RIN market.
While this volatility has resulted in significantly higher prices
for RINs than in previous years, we cannot assure you that we will
be able to monetize the RINs we generate at the same price levels
as we have in the past, that production shortfalls will not impact
our ability to monetize RINs at favorable current pricing, and that
the rising price environment will continue. For example, in
December 2021, the EPA proposed to modify the 2021 and 2022 volume
targets for renewable fuels and, in light of the impacts of the
COVID-19 pandemic, to retroactively reduce the targets for 2020. We
cannot predict the impact of such modifications, but any reduction
in RVOs may decrease demand for RINs and, thus, may adversely
impact our financial condition or results of
operations.
On the state level, the economics of RNG are enhanced by low-carbon
fuel initiatives, particularly well-established programs in
California and Oregon, a program in Washington expected to begin in
2023 or 2024, and several other states also actively considering
LCFS initiatives similar to those in California and Oregon. LCFS
regulations are aimed at reducing CI of transportation fuel sold
and purchased in the applicable state. A CI score is calculated as
grams of CO2-equivalent
per megajoule of energy of the fuel. The CI score is dependent upon
a full lifecycle analysis that evaluates the GHG emissions
associated with producing, transporting, and consuming the fuel.
LCFS credits can be generated in three ways: (i) fuel pathway
crediting that provides low carbon fuels used in California
transportation; (ii) project-based crediting that reduces GHG
emissions in the petroleum supply chain; and (iii) zero emission
vehicle crediting that supports the buildout of infrastructure.
Credits are awarded to RNG projects based on each project’s CI
score relative to the targeted CI score for both gasoline and
diesel fuels. The number of monetizable LCFS credits per unit of
fuel increases with a lower CI score. We cannot assure you that we
will be able to maintain or reduce our CI score to monetize LCFS
credits at favorable current pricing. Moreover, the inability to
sell LCFS credits could adversely affect our business. As with the
market for transportation fuels, the regulatory environment for
electric generation has undergone significant changes in the last
several years due to state and federal policies affecting wholesale
competition and the creation of incentives for the addition of
large amounts of new renewable generation and, in some cases,
transmission assets. These changes are ongoing and we cannot
predict the future design of the wholesale power markets or the
ultimate effect that the changing regulatory environment will have
on our business. Our ability to generate revenue from sales of
Environmental Attributes depends on our strict compliance with
these federal and state programs, which are complex and can involve
a significant degree of judgment. If the agencies that administer
and enforce these programs disagree with our judgments, otherwise
determine that we are not in compliance, conduct reviews of our
activities or make changes to the programs, then our ability to
generate or sell these credits could be temporarily restricted
pending completion of reviews or as a penalty, permanently limited
or lost entirely, and we could also be subject to fines or other
sanctions. Moreover, the inability to sell Environmental Attributes
could adversely affect our business.
All of our current electric generating facilities are QFs. We are
permitted by FERC to make wholesale sales (that is, sales for
resale) of electricity from a QF with a net generating capacity
that does not exceed 20 MW without obtaining MBR authority or any
other approval from FERC. A QF typically may not use any fuel other
than a FERC-approved alternative fuel, but for limited use of
commercial-grade fuel for certain specified start-up, emergency and
reliability purposes. We are required to document the QF status of
each of our facilities in applications or self-certifications filed
with FERC, which
typically requires disclosure of upstream facility ownership, fuel
and size characteristics, power sales, interconnection matters, and
related technical disclosures.
Eligibility for MBR authority is predicated on a variety of
factors, primarily including the overall market power that the
power seller — together with all of its FERC-defined “affiliates” —
has in the relevant market. FERC defines affiliates as entities
with a common parent that owns, directly or indirectly, 10 percent
or more of the voting securities in the two entities. Accordingly,
our eligibility and the eligibility of our affiliates to obtain and
maintain MBR authority requires an evaluation of the energy assets
owned directly or indirectly by us and each of our affiliates,
satisfying market-power limitations established by FERC. Certain
QFs that we own, and one of our other subsidiaries, hold MBR
authority. We may not be able to sell any interest in any of these
businesses or facilities absent a prior FERC application and
approval process. This may make it more difficult and
time-consuming for us to liquidate some of our interests, which
could affect our ability to raise cash from our current project
portfolio.
The FERC’s orders that grant such wholesale sellers MBR authority
reserve the right to revoke or revise that authority if the FERC
subsequently determines that the seller can exercise market power
in transmission or generation, create barriers to entry, or engage
in abusive affiliate transactions. In addition, public utilities
are subject to FERC reporting requirements that impose
administrative burdens and that, if violated, can expose the
company to criminal and civil penalties or other
risks.
Our market-based sales are subject to certain market behavior rules
established by FERC, and if any of our generating companies are
deemed to have violated those rules, we will be subject to
potential disgorgement of profits associated with the violation,
penalties, refunds of unlawfully collected amounts with interest,
suspension or revocation of MBR authority. If such generating
companies were to lose their MBR authority, they would be required
to obtain the FERC’s acceptance of a cost-of-service rate schedule
and could become subject to the significant accounting,
record-keeping, and reporting requirements that are typically
imposed on vertically-integrated utilities with cost-based rate
schedules. This could have a material adverse effect on the rates
we are able to charge for Power from our facilities.
ISOs and RTOs determine market design, market rules, tariffs, cost
allocations and bidding rules for the regional power markets that
they operate, and our projects that sell electricity into such
markets are subject to these frequently changing regulatory regimes
that vary across jurisdictions.
The wholesale sales of electricity that are made by our QFs and
other affiliates with MBR authority are subject to FERC regulation.
Retail power sales (i.e., sales of electricity to direct end-users)
are subject to state utility laws and state utility commission
regulations that differ greatly from state to state.
With the exception of the ERCOT, each of the ISOs and RTOs (in New
England, New York, the Mid-Atlantic region, the Midwest, the
Southwest and California) operate wholesale power markets pursuant
to rules set forth in tariffs that must be filed with and accepted
by FERC. We currently do not own any QFs within the ERCOT region of
Texas. The tariffs adopted by these ISOs and RTOs establish
wholesale market rules, including with respect to market clearing
practices, pricing rules, and eligibility requirements for market
participation. We have no ability to control the price-setting,
market-design and other activities and requirements of the ISOs and
RTOs except through participation in stakeholder proceedings within
such ISOs and RTOs and in proceedings before FERC relating to
revisions of tariffs filed with, or rules established by FERC. The
types of price limitations and other regulatory mechanisms that the
ISOs and RTOs impose may have a material adverse effect on the
profitability of our current owned Power projects or any Power
projects we may acquire in the future that sell electricity into
such markets. FERC regulations affecting wholesale power sales, and
ISO and RTO rules, tariffs and practices are generally beyond our
control, and can change frequently. If we enter a new jurisdiction,
we will be subject to additional regulatory requirements with which
we may not yet have direct experience. The lack of uniformity of
regulatory and business practices, the possibility that
requirements and practices will change, and the difficulties we may
face in entering new markets with which we are unfamiliar could
affect our financial performance in existing and new markets, which
could affect our business and results of operations.
The financial performance of our business depends upon tax and
other governmental incentives for renewable energy generation, any
of which could change at any time and such changes may negatively
impact our growth strategy.
Our financial performance and growth strategy depend in part on
government policies that support renewable generation and enhance
the economic viability of owning RNG or renewable electric assets.
Renewable generation assets currently benefit from various federal,
provincial, state and local governmental incentives such as
investment tax credits, cash grants in lieu of investment tax
credits, loan guarantees, RPS programs, modified accelerated
cost-recovery system of depreciation
and bonus depreciation. RNG specifically generates meaningful
revenue through existing Environmental Attributes provided for
under several different programs, most commonly, RFS, LCFS, and
RPS.
Many states have adopted RPS programs mandating that a specified
percentage of electricity sales come from eligible sources of
renewable energy. However, the regulations that govern the RPS
programs, including pricing incentives for renewable energy,
characterization of various energy sources as renewable, or
reasonableness guidelines for pricing that increase valuation
compared to conventional power (such as a projected value for
carbon reduction or consideration of avoided integration costs),
may change. Additionally, several jurisdictions are expected to
reach their current RPS targets within the next several years. If
the RPS requirements are not increased, it could lead to fewer
future power contracts or lead to lower prices for the sale of
power in future power contracts, which could have a material
adverse effect on our future growth prospects. Such material
adverse effects may result from decreased revenues, reduced
economic returns on certain project company investments, increased
financing costs, and/or difficulty obtaining
financing.
If we are unable to utilize various federal, state and local
government incentives to acquire additional renewable assets in the
future, or the terms of such incentives are revised in a manner
that is less favorable to us, we may suffer a material adverse
effect on our business, financial condition, results of operations
and cash flows.
Changes to applicable tax laws and regulations or exposure to
additional income tax liabilities could affect our business and
future profitability.
We are subject to various complex and evolving U.S. federal, state
and local and non-U.S. taxes. U.S. federal, state and local and
non-U.S. tax laws, policies, statutes, rules, regulations or
ordinances could be interpreted, changed, modified or applied
adversely to us, in each case, possibly with retroactive effect,
and may have an adverse effect on our business and future
profitability. For example, several tax proposals have been set
forth that would, if enacted, make significant changes to U.S. tax
laws. Such proposals include an increase in the U.S. income tax
rate applicable to corporations (such as us) from 21%, the
imposition of a minimum tax on book income for certain
corporations, the imposition of an excise tax on certain corporate
stock repurchases that would be borne by the corporation
repurchasing such stock, and significant changes to certain
renewable energy-related tax incentives. The U.S. Congress may
consider, and could include, some or all of these proposals in
connection with tax reform that may be undertaken. It is unclear
whether these or similar changes will be enacted and, if enacted,
how soon any such changes could take effect. The passage of any
legislation as a result of these proposals and other similar
changes in U.S. federal income tax laws could adversely affect our
business and future profitability.
We rely on interconnection and transmission facilities that we do
not own or control and that are subject to transmission constraints
within a number of our regions. If these facilities fail to provide
us with adequate transmission capacity or have unplanned
disruptions, we may be restricted in our ability to deliver
electric power and RNG to our customers and we may either incur
additional costs or forego revenues.
We depend on electric interconnection and transmission facilities
and gas pipelines owned and operated by others to deliver the
energy we generate at our projects to our customers. Some of our
electric generating projects may need to hold electric transmission
rights in order to sell power to purchasers that do not have their
own direct access to our generators. Our access to electric
interconnection and transmission rights is subject to tariffs
developed by transmission owners, ISOs and RTOs, which have been
filed with and accepted by FERC. These tariffs establish the price
for transmission service, and the terms under which transmission
service is rendered. Under FERC’s open access transmission rules,
tariffs developed and implemented by transmission owners, ISOs and
RTOs must establish terms and conditions for obtaining
interconnection and transmission services that are not unduly
discriminatory or preferential. However, as a generator and seller
of power, we do not have any automatic right, in any geographic
market, to firm, long-term, grid-wide transmission service without
first requesting such service, funding the construction of any
upgrades necessary to provide such service, and paying a
transmission service rate. Physical constraints on the transmission
system could limit the ability of our electric generating projects
to dispatch their power output and receive revenue from power
sales.
A failure or delay in the operation or development of these
distribution channels or a significant increase in the costs
charged by their owners and operators could result in the loss of
revenues. Such failures or delays could limit the amount of energy
our operating facilities deliver or delay the completion of our
construction projects, which may also result in adverse
consequences under our gas rights agreements and off-take
agreements. Additionally, such failures, delays or increased costs
could have a material adverse effect on our business, financial
condition and results of operations. If a region’s energy
transmission infrastructure is inadequate, our recovery of
wholesale costs and profits may be limited. In addition, except for
transmission projects that have been identified by ISOs and RTOs in
publicly-available studies, or in
response to requests for interconnection or transmission service,
we cannot predict whether or when transmission facilities will be
expanded in specific markets to accommodate requests for
interconnection or transmission service within those markets. As a
general rule, the transmitting utilities to which our electric
generating projects are interconnected are entitled to recover from
us all of the direct and indirect costs that our electric
facilities may create. As a result, we are responsible for building
and funding interconnection and related transmission network
upgrade facilities to accommodate requests for interconnection and
transmission services. Our development and acquisition of new
electric generating projects is affected by these
costs.
Operation of LFG facilities involves significant risks and hazards
customary to the energy industry. We may not have adequate
insurance to cover these risks and hazards, or other risks that are
beyond our control.
Energy generation involves hazardous activities, including
acquiring and transporting fuel, operating large pieces of rotating
equipment, maintenance and operation of landfill site gas
collection systems, and delivering our RNG and renewable
electricity to interconnection and transmission systems, including
gas pipelines that we own and operate. Hazards such as fire,
explosion, structural collapse and machinery failure are inherent
risks in our operations. These and other hazards can cause
significant personal injury or loss of life, severe damage to and
destruction of property, plant and equipment and contamination of,
or damage to, the environment. The occurrence of any one of these
events may result in curtailment of our operations or liability to
third parties for damages, environmental cleanup costs, personal
injury, property damage and fines and/or penalties, any of which
could be substantial. For example, an engine fire at Aria's
Chautauqua project, which was divested prior to the Business
Combinations, resulted in damage to the facility that resulted in
damage to engines that required repair.
Our facilities or those that we otherwise acquire, construct or
operate may be targets of terrorist activities, as well as events
occurring in response to or in connection with them, that could
result in full or partial disruption of the facilities’ ability to
generate, transmit, transport or distribute electricity or RNG.
Strategic targets, such as energy-related facilities, may be at
greater risk of future terrorist activities than other domestic
targets. Hostile cyber intrusions, including those targeting
information systems as well as electronic control systems used at
the generating plants and for the related distribution systems,
could severely disrupt business operations and result in loss of
service to customers, as well as create significant expense to
repair security breaches or system damage.
Furthermore, certain of our facilities are located in areas prone
to tornadoes in Oklahoma, Tennessee, Indiana, and Kansas, and
certain of our other projects and suppliers conduct their
operations in other locations that are susceptible to natural
disasters. The frequency of weather-related natural disasters may
be increasing due to the effects of greenhouse gas emissions or
related climate change effects. The occurrence of a natural
disaster, such as tornados, earthquakes, droughts, floods,
wildfires or localized extended outages of critical utilities or
transportation systems, or any critical resource shortages,
affecting us could cause a significant interruption in our business
or damage or destroy our facilities.
We rely on warranties from vendors and obligate contractors to meet
certain performance levels, but the proceeds of such warranties or
performance guarantees may not cover our lost revenues, increased
expenses or liquidated damages payments should we experience
equipment breakdown or non-performance by contractors or vendors.
We also maintain an amount of insurance protection that we consider
adequate to protect against these and other risks but we cannot
provide any assurance that our insurance will be sufficient or
effective under all circumstances and against all hazards or
liabilities to which we may be subject. Also, our insurance
coverage is subject to deductibles, caps, exclusions and other
limitations. A loss for which we are not fully insured could have a
material adverse effect on our business, financial condition,
results of operations or cash flows. Because of rising insurance
costs and changes in the insurance markets, we cannot provide any
assurance that our insurance coverage will continue to be available
at all or at rates or on terms similar to those presently
available. Our insurance policies are subject to annual review by
our insurers and may not be renewed on similar or favorable terms
or at all. Any losses not covered by insurance could have a
material adverse effect on our business, financial condition,
results of operations and cash flows.
Our operations, as well as those of our feedstock suppliers, are
subject to numerous stringent environmental, health and safety laws
and regulations that may expose us to significant costs and
liabilities.
Our operations are subject to stringent and complex federal, state
and local EHS laws and regulations, including those relating to the
release, emission or discharge of materials into the air, water and
ground, the generation, storage, handling, use, transportation and
disposal of hazardous materials and wastes, the health and safety
of our employees and other persons, and the generation of
Environmental Attributes.
These laws and regulations impose numerous obligations applicable
to our operations, including the acquisition of permits before
construction and operation of our projects; the restriction of
types, quantities and concentration of materials that can be
released into the environment; the limitation or prohibition of our
activities on or near certain protected areas; the application of
specific health and safety criteria addressing worker protection;
and the imposition of substantial liabilities for pollution
resulting from the operation of our projects and the ownership of
the applicable sites. In addition, construction and operating
permits issued pursuant to environmental laws are necessary to
operate our business. Such permits are obtained through
applications that require considerable technical documentation and
analysis, and sometimes require long time periods. Delays in
obtaining or renewing such permits, or denial of such permits and
renewals, are possible, and would have a negative effect on our
financial performance and prospects for growth. These laws,
regulations and permits can require expensive pollution control
equipment or operational changes to limit actual or potential
impacts to the environment. Our feedstock suppliers are also
subject to various environmental regulations, which may require
them to take actions that may, in certain situations, adversely
impact our operations.
Numerous governmental entities have the power to enforce difficult
and costly compliance measures or corrective actions pursuant to
these laws and regulations and the permits issued under them. We
may be required to make significant capital and operating
expenditures on an ongoing basis, or to perform remedial or other
corrective actions in connection with our projects, to comply with
the requirements of these environmental laws and regulations or the
terms or conditions of our permits. Failure to comply with these
laws and regulations may result in the assessment of sanctions,
including administrative, civil or criminal penalties, the
imposition of investigatory or remedial obligations, and the
issuance of orders limiting or prohibiting some or all of our
operations. In addition, we may experience delays in obtaining or
be unable to obtain required environmental regulatory permits or
approvals, which may delay or interrupt our operations and limit
our growth and revenue.
Our operations inherently risk incurring significant environmental
costs and liabilities due to the need to manage waste from our
processing facilities. Spills or other releases of regulated
substances, including spills and releases that occur in the future,
could expose us to material losses, expenditures and liabilities
under applicable environmental laws, rules and regulations. Under
certain of such laws and regulations, we could be held strictly
liable for the removal or remediation of previously released
materials or property contamination, regardless of whether we were
responsible for the release or contamination and even if our
operations met previous standards in the industry at the time they
were conducted. In connection with certain acquisitions, we could
acquire, or be required to provide indemnification against,
environmental liabilities that could expose us to material losses.
In addition, claims for damages to persons or property, including
natural resources, may result from the EHS impacts of our
operations. Our insurance may not cover all environmental risks and
costs or may not provide sufficient coverage if an environmental
claim is made against us.
Environmental laws and regulations have changed rapidly in recent
years and generally have become more stringent over time, and we
expect this trend to continue. The most material of these changes
relate to the control of air emissions from the combustion
equipment we use to generate electricity from LFG. Such equipment,
including internal combustion engines, are subject to stringent
federal and state permitting and air emissions requirements.
California has taken an aggressive approach to setting standards
for engine emissions, and standards have been discussed that would
be too high for us to be able to operate our equipment in that
state. If California were to enact such standards or other states
were to follow its lead, we could face challenges in maintaining
our operations in such jurisdictions.
Continued government and public emphasis on environmental issues
can be expected to result in increased future investments in
environmental controls at our plants. Present and future
environmental laws and regulations, and interpretations of those
laws and regulations, applicable to our operations, more vigorous
enforcement policies and discovery of currently unknown conditions
may require substantial expenditures that could have a material
adverse effect on our results of operations and financial
condition. In January 2021, the current administration signed
multiple executive orders related to the climate and environment.
These executive orders direct federal agencies to review and
reverse more than one-hundred actions taken by the prior
administration on the environment, and establish various other
climate-related initiatives, including a goal of a 50% to 52%
reduction in economy-wide net GHG emissions from 2005 levels by
2030. At this time, we cannot predict the outcome of any of these
executive actions on our operations.
Our operations are subject to a series of risks related to climate
change.
While renewable energy projects are typically seen as having a
greater resilience against certain risks associated with climate
change, our projects are still exposed to physical climate impacts.
Climate change may increase the frequency or intensity of adverse
weather conditions, such as tropical cyclones, wildfires,
tornadoes, earthquakes, droughts, floods, or ice storms, which may
result in damage to our assets or to assets required for
electricity transmission, affect the availability
of water for the production of hydrogen (to the extent we pursue
such projects in the future), or otherwise adversely impact our
operations.
Climate change may also have a long-term effect on certain
meteorological or hydrological patterns, which may result in
changes in extreme temperatures, which may adversely impact demand
for our products or services, require us to incur additional costs,
or otherwise adversely impact our business, financial condition, or
results of operations.
Additionally, the combustion of RNG results in the production of
GHG emissions. While the combustion of RNG displaces the use of
natural gas from fossil sources and results in less
CO2-equivalent
emissions than allowing the produced methane from landfills and
other sources of biogas to escape into the atmosphere, we may not
be able to claim this reduction against our emissions for all of
our projects. Therefore, our business may still result in
significant GHG emissions, and we may be subject to regulatory
requirements, reputational impacts, or other risks associated with
such emissions. While we may consider programs, including but not
limited to carbon capture and sequestration and generation of
on-site power from solar, to reduce such emissions to improve our
competitiveness or environmental profile, we cannot guarantee that
we will implement all programs considered.
Increased attention to environmental, social, and governance
(“ESG”) matters may adversely impact our
business.
Increased attention to climate change, circular economy, and other
ESG matters, as well as investor and societal expectations
regarding voluntary ESG disclosures and consumer expectations
regarding sustainability may result in increased costs, reduced
demand for our products, or other adverse impacts on our business,
results of operations, and financial condition. For example, RNG
faces competition from several other low-carbon energy
technologies, such as solar or wind energy production, among
others. Regulatory bodies may adopt rules that substantially favor
certain energy alternatives over others, which may not always
include RNG. Additionally, energy generation from the combustion of
RNG results in GHG emissions. As such, certain consumers may elect
not to consider RNG for their renewable energy or other ESG
goals.
Moreover, while we may create and publish voluntary disclosures
regarding ESG matters from time to time, many of the statements in
those voluntary disclosures are based on hypothetical expectations
and assumptions that may or may not be representative of current or
actual risks or events or forecasts of expected risks or events,
including the costs associated therewith. Such expectations and
assumptions are necessarily uncertain and may be prone to error or
subject to misinterpretation given the long timelines involved and
the lack of an established single approach to identifying,
measuring and reporting on many ESG matters.
In addition, organizations that provide information to investors on
corporate governance and related matters have developed ratings
processes for evaluating companies on their approach to ESG
matters. Such ratings are used by some investors to inform their
investment and voting decisions. Unfavorable ESG ratings and
activism around our operations could lead to negative investor
sentiment toward us and the RNG industry and to the diversion of
investment capital to other industries, which could have a negative
impact on our stock price and our access to and costs of capital.
Also, certain institutional lenders may decide not to provide
funding to us based on ESG concerns, which could adversely affect
our operations, financial condition and access to capital for
potential growth projects.
Liabilities and costs associated with hazardous materials and
contamination and other environmental conditions may require us to
conduct investigations or remediation at the properties underlying
our projects, may adversely impact the value of our projects or the
underlying properties and may expose us to liabilities to third
parties.
We may incur liabilities for the investigation and cleanup of any
environmental contamination at the properties underlying or
adjacent to our projects, or at off-site locations where we arrange
for the disposal of hazardous substances or wastes. Under the
Comprehensive Environmental Response, Compensation and Liability
Act of 1980 and other federal, state and local laws, an owner or
operator of a property may become liable for costs of investigation
and remediation, and for damages to natural resources. These laws
often impose liability without regard to whether the owner or
operator knew of, or was responsible for, the release of such
hazardous substances or whether the conduct giving rise to the
release was legal at the time when it occurred. In addition,
liability under certain of these laws is joint and several, which
means that we may be assigned liabilities for hazardous substance
conditions that exceed our action contributions to the
contamination conditions. We also may be subject to related claims
by private parties alleging property damage and personal injury due
to exposure to hazardous or other materials at or from those
properties. We may incur substantial investigation costs,
remediation costs or other damages, thus harming our business,
financial condition and results of operations, as a result of the
presence or release of hazardous substances at locations where we
operate or as a result of our own operations.
The presence of environmental contamination at a project may
adversely affect an owner’s ability to sell such project or borrow
funds using the project as collateral. To the extent that an owner
of the real property underlying one of our projects becomes liable
with respect to contamination at the real property, the ability of
the owner to make payments to us may be adversely
affected.
We may also face liabilities in cases of exposure to hazardous
materials, and claims for such exposure can be brought by any third
party, including workers, employees, contractors and the general
public. Claims can be asserted by such persons relating to personal
injury or property damage, and resolving such claims can be
expensive and time consuming, even if there is little or no basis
for the claim.
We have significant customer concentration, with a limited number
of purchasers accounting for a substantial portion of our
revenues.
Because our projects depend on sales of RNG, electricity, and
Environmental Attributes to certain key purchasers, our projects
are highly dependent upon these power purchasers fulfilling their
contractual obligations under their respective PPAs or GSAs. Our
projects’ purchasers may not comply with their contractual payment
obligations or may become subject to insolvency or liquidation
proceedings during the term of the relevant contracts and, in such
event, we may not be able to find another purchaser on similar or
favorable terms or at all. In addition, we are exposed to the
creditworthiness of our purchasers and there is no guarantee that
any purchaser will maintain its credit rating, if any. To the
extent that any of our projects’ customers are, or are controlled
by, governmental entities, such purchasers and our projects may be
subject to legislative or other political action that may impair
contractual performance. Failure by any key purchaser to meet its
contractual commitments or the insolvency or liquidation of one or
more of our purchasers could have a material adverse effect on our
business, financial condition and results of operations. No single
customer accounted for more than 10% of the Company's revenues and
other income in 2021 and 2020.
The demand for RNG, Environmental Attributes and renewable
electricity depends in part on mandates instituted voluntarily by
our private-sector purchasers, which may change in the future in
ways that negatively affect our business.
Various utilities and other purchasers of RNG and renewable
electricity are required by law and regulatory mandate to include
renewable energy in their systems or to reduce GHG emissions over
time, driving demand for RNG and renewable electricity. In
addition, some of our private-sector purchasers have voluntarily
instituted renewable energy mandates or emissions targets that
drive their demand for RNG. If current and potential purchasers of
our RNG and renewable electricity are forced to adopt new policies
or procedures, or voluntarily adopt new or modified policies,
related to renewable energy procurement, we may not be able to
renegotiate, renew or replace our off-take agreements with pricing
at historical levels or at all, which would adversely affect our
results of operations.
A failure of our information technology (“IT”) and data security
infrastructure could adversely affect our business and
operations.
We rely upon the capacity, reliability and security of our IT and
data security infrastructure and our ability to expand and
continually update this infrastructure in response to the changing
needs of our business and cyber-security threat landscape. If we
experience a problem with the functioning of an important IT system
or a cyber-attack, security breach or unauthorized access to our IT
systems, including during the implementation of IT system upgrades,
enhancements or modifications, the resulting disruptions could
adversely affect our business. As technologies evolve and
cyber-attacks become increasingly sophisticated, we may also incur
significant costs to modify, upgrade or enhance our security
measures to protect against such cyber-attacks, and we may face
difficulties in fully anticipating or implementing adequate
security measures or mitigating potential harm. Moreover, we may
not be able to anticipate, detect or prevent cyber-attacks or
security breaches, particularly because the methodologies used by
attackers change frequently or may not be recognized until such
attack is launched, and because attackers are increasingly using
technologies specifically designed to circumvent cyber-security
measures and avoid detection.
We and some of our third-party vendors receive and store personal
information in connection with our human resources operations and
other aspects of our business. Despite the implementation of
reasonable security measures, our IT systems, like those of other
companies, are vulnerable to damage and interruption from computer
viruses, natural disasters, fire, power loss, telecommunications
failures, personnel misconduct, human error, unauthorized access,
physical or electronic security breaches, cyber-attacks (including
malicious and destructive code, phishing attacks, ransomware and
denial of service attacks), and other similar disruptions generally
beyond our control. Such cyber-attacks or security breaches may
be
perpetrated by bad actors internally or externally (including
computer hackers, persons involved with organized crime, terrorists
attacks, or foreign state or foreign state-supported actors).
Additionally, the implementation of social distancing measures and
other limitations on our employees, service providers and other
third parties in response to the COVID-19 pandemic have
necessitated in certain cases to switching to remote work
arrangements on less secure systems and environments. The increase
in companies and individuals working remotely has increased the
risk of cyber-attacks and potential cyber-security incidents, both
deliberate attacks and unintentional events. Any system failure,
unauthorized access or security breach, both intentional or
accidental, could result in material disruptions to our operations.
A material network breach of our IT systems could also include
theft of our trade secrets, customer information, human resources
information or other confidential data, including but not limited
to personally identifiable information. To the extent that any
disruptions or security breaches result in a loss or damage to our
data, or an inappropriate disclosure of our confidential,
proprietary or customer information, it could cause significant
damage to our reputation and our relationships with our customers
and strategic partners which could impact our ability to secure new
gas rights agreements and build projects at favorable costs, lead
to claims against us from governmental authorities and private
plaintiffs, and ultimately harm our business.
We are subject to laws, rules, regulations and policies regarding
data privacy and security, and may be subject to additional related
laws and regulations in jurisdictions in which we operate or
expand. Many of these laws and regulations are subject to change
and reinterpretation, and could result in claims, changes to our
business practices, monetary penalties, increased cost of
operations or other harm to our business.
We are subject to a variety of federal, state and local laws,
directives, rules and policies relating to privacy and the
collection, protection, use, retention, security, disclosure,
transfer and other processing of personal data and other data. The
regulatory framework for data privacy and security worldwide is
continuously evolving and developing and, as a result,
interpretation and implementation standards and enforcement
practices are likely to remain uncertain for the foreseeable
future. It is possible that these types of inquiries regarding
cybersecurity breaches increase in frequency and scope. In
addition, new laws, amendments to or reinterpretations of existing
laws, regulations, standards and other obligations may require us
to incur additional costs and restrict our business operations, and
may require us to change how we use, collect, store, transfer or
otherwise process certain types of personal information and to
implement new processes to comply with those laws and our
customers’ exercise of their rights thereunder. These laws also are
not uniform, as certain laws may be more stringent or broader in
scope, or offer greater individual rights, with respect to
sensitive and personal information, and such laws may differ from
each other, which may complicate compliance efforts. Compliance in
the event of a widespread data breach may be costly. Any failure or
perceived failure by us or our third-party service providers to
comply with any applicable federal, state or similar foreign laws,
rules, regulations, industry standards, policies, certifications or
orders relating to data privacy and security, or any compromise of
security that results in the theft, unauthorized access,
acquisition, use, disclosure, or misappropriation of personal data
or other customer data, could result in significant awards, fines,
civil and/or criminal penalties or judgments, proceedings or
litigation by governmental agencies or customers, including class
action privacy litigation in certain jurisdictions and negative
publicity and reputational harm, one or all of which could have an
adverse effect on our reputation, business, financial condition and
results of operations.
Failure of third parties to manufacture quality products or provide
reliable services in a timely manner could cause delays in
developing, constructing, and operating our projects, which could
damage our reputation, adversely affect our partner relationships
or adversely affect our growth.
Our success depends on our ability to develop, construct, and
operate projects in a timely manner, which depends in part on the
ability of third parties to provide us with timely and reliable
products and services. In developing, constructing, and operating
our projects, we rely on products meeting our design specifications
and components manufactured and supplied by third parties, and on
services performed by subcontractors. We also rely on
subcontractors to perform substantially all of the construction and
installation work related to our projects, and we often need to
engage subcontractors with whom we have no experience.
If any of our subcontractors are unable to provide services that
meet or exceed our customers’ expectations or satisfy our
contractual commitments, our reputation, business and operating
results could be harmed. In addition, if we are unable to avail
ourselves of warranties and other contractual protections with
providers of products and services, we may incur liability to our
customers or additional costs related to the affected products and
services, which could adversely affect our business, financial
condition and results of operations. Moreover, any delays,
malfunctions, inefficiencies or interruptions in these products or
services could adversely affect the quality and performance of our
projects and require considerable expense to find replacement
products and to maintain and repair our projects. This could cause
us to experience interruption in our production and distribution of
renewable energy and generation of related Environmental
Attributes, difficulty retaining current relationships and
attracting new relationships, or harm our brand, reputation or
growth.
Maintenance, expansion and refurbishment of LFG facilities involve
significant risks that could result in unplanned outages or reduced
output.
Our facilities may require periodic upgrading and improvement. Any
unexpected operational or mechanical failure, including failure
associated with breakdowns and forced outages, could reduce our
facilities’ generating capacity below expected levels and reduce
our revenue and cash flows. Unanticipated capital expenditures
associated with maintaining, upgrading or repairing our facilities
may also reduce profitability. If we make any major modifications
to our facilities, such modifications could likely result in
substantial additional capital expenditures. We may also choose to
repower, refurbish or upgrade our facilities based on our
assessment that such activity will provide adequate financial
returns. Such facilities require time for development and capital
expenditures before commencement of commercial operations, and key
assumptions underpinning a decision to make such an investment may
prove incorrect, including assumptions regarding construction
costs, timing, available financing and future RNG and renewable
electricity prices. This could have a material adverse effect on
our business, financial condition, results of operations and cash
flows.
We are subject to risks associated with litigation or
administrative proceedings that could materially impact our
operations, including potential future proceedings related to
projects we subsequently acquire.
We are subject to risks and costs, including potential negative
publicity, associated with lawsuits, in particular, with respect to
environmental claims and lawsuits or claims contesting the
construction or operation of our projects. The result of and costs
associated with defending any such lawsuit, regardless of the
merits and eventual outcome, may be material and could have a
material adverse effect on our operations. In the future, we may be
involved in legal proceedings, disputes, administrative
proceedings, claims and other litigation that arise in the ordinary
course of business related to a project that we subsequently
acquire. For example, individuals and interest groups may sue to
challenge the issuance of a permit for a project or seek to enjoin
construction or operation of a project. We may also become subject
to claims from individuals who live in the proximity of our
projects based on alleged negative health effects related to our
operations. In addition, we have been and may subsequently become
subject to legal proceedings or claims contesting the construction
or operation of our projects.
Additionally, holders of purported intellectual property rights
relating to our biogas development or treatment business or
projects or any other technology relevant to our business may also
initiate legal proceedings alleging infringement or
misappropriation of such rights by us or our employees, either with
respect to our own intellectual property or intellectual property
that we license from third parties. For example, an industry
participant previously brought a lawsuit against Archaea and two of
its engineering employees in the Court of Chancery of the State of
Delaware alleging, among other things, that the two employees (who
are former employees of the industry participant) misappropriated
trade secrets concerning strategy, financial data, highly technical
equipment and product design and performance, product and project
troubleshooting, competitive advantages, competitive disadvantages
and future plans for development for the benefit of Archaea. The
parties involved have settled this lawsuit on terms that are
confidential, and this lawsuit has been dismissed with
prejudice.
Any such legal proceedings or disputes could delay our ability to
complete construction of a project in a timely manner or at all, or
materially increase the costs associated with commencing or
continuing commercial operations at a project. Settlement of claims
and unfavorable outcomes or developments relating to these
proceedings or disputes, such as judgments for monetary damages,
injunctions or denial or revocation of permits, could have a
material adverse effect on our ability to implement our growth
strategy and, ultimately, our business, financial condition and
results of operations.
We may use hedging arrangements to mitigate certain risks, but the
use of such derivative instruments could have a material adverse
effect on our results of operations.
We are likely to use interest rate swaps to manage interest rate
risk. In addition, we may use forward energy sales and other types
of hedging contracts, including foreign currency hedges. If we
elect to enter into such hedges, we may recognize financial losses
on these arrangements as a result of volatility in the market
values of the underlying asset or if a counterparty fails to
perform under a contract. If actively quoted market prices and
pricing information from external sources are not available, the
valuation of these contracts would involve judgment or the use of
estimates. As a result, changes in the underlying assumptions or
use of alternative valuation methods could affect the reported fair
value of these contracts. If the values of these financial
contracts change in a manner that we do not anticipate, or if a
counterparty fails to perform under a contract, it could harm our
business, financial condition, results of operations and cash
flows.
Fluctuations in foreign currency exchange rates can impact our
results.
In the future, a portion of our revenues may be generated outside
of the United States and denominated in foreign currencies,
including Canadian dollars. Changes in exchange rates between the
currencies in which we generate revenues and the US dollar may
adversely affect our operating results.
The concentration in revenues from and the geographic concentration
of our projects expose us to greater risks of production
interruptions from severe weather or other interruptions of
production or transmission.
A substantial portion of our revenues are generated from project
sites in New York and Pennsylvania. A lengthy interruption of
production or transmission of renewable energy from one or more of
these projects, as a result of a severe weather event, failure or
degradation of our or a landfill operator’s equipment or
interconnection transmission problems could have a disproportionate
effect on our revenues and cash flow as further described below.
Regional events, such as gas transmission interruptions, regional
availability of replacement parts and service in the event of
equipment failures and severe weather events in either of those
geographic regions could adversely affect our RNG and renewable
electricity production and transmission more than if our projects
were more geographically diversified.
Our PPAs, fuel-supply agreements, RNG off-take agreements and other
agreements contain complex price adjustments, calculations and
other terms based on gas price indices and other metrics, the
interpretation of which could result in disputes with
counterparties that could affect our results of operations and
customer relationships.
Certain of our PPAs, fuel supply agreements, RNG off-take
agreements and other agreements require us to make payments or
adjust prices to counterparties based on past or current changes in
gas price indices, project productivity, or other metrics and
involve complex calculations. Moreover, the underlying indices
governing payments under these agreements are subject to change and
may be discontinued or replaced. The interpretation of these price
adjustments and calculations and the potential discontinuation or
replacement of relevant indices or metrics could result in disputes
with the counterparties with respect to these agreements. Any such
disputes could adversely affect project revenues, expense margins,
customer or supplier relationships, or lead to costly litigation,
the outcome of which we would be unable to predict.
We have a history of accounting losses and may incur additional
losses in the future.
The Company incurred a net loss attributable to Class A Common
Stock of $5.2 million for the year ended December 31, 2021,
and Legacy Archaea has incurred net losses since its formation in
November 2018, including a net loss of $2.5 million for the year
ended December 31, 2020. Aria, predecessor, also incurred net
losses in recent historical periods, including a net loss of $30.0
million for the year ended December 31, 2020. We may incur losses
in future periods, and we may never sustain profitability, either
of which would adversely affect our business, prospects and
financial condition and may cause the price of our common stock to
fall. Furthermore, historical losses may not be indicative of
future losses due to the unpredictability of the COVID-19 pandemic
and other risks inherent in our operations, and our future losses
may be greater than our past losses. In addition, to try to achieve
or sustain profitability, we may choose or be forced to take
actions that result in material costs or material asset or goodwill
impairments. We review our assets for impairment whenever events or
changes in circumstances indicate that the carrying value of an
asset or asset group may not be recoverable, and we perform a
goodwill impairment test on an annual basis and between annual
tests in certain circumstances, in each case in accordance with
applicable accounting guidance and as described in the financial
statements and related notes included in this report. Changes to
the use of our assets, divestitures, changes to the structure of
our business, significant negative industry or economic trends,
disruptions to our operations, inability to effectively integrate
any acquired businesses, further market capitalization declines, or
other similar actions or conditions could result in
additional asset impairment or goodwill impairment charges or other
adverse consequences, any of which could have material negative
effects on our financial condition, our results of operations and
the trading price of our common stock.
Loss of our key management could adversely affect performance and
the value of our common shares.
We are dependent on the efforts of our key management. Although we
believe qualified replacements could be found for any departures of
key executives, the loss of their services could adversely affect
our performance and the value of our common shares.
We have identified material weaknesses in our internal control over
financial reporting. We may identify additional material weaknesses
in the future or otherwise fail to maintain an effective system of
internal controls, which may result in material misstatements of
our financial statements or cause us to fail to meet our reporting
obligations.
Following the issuance of the SEC Staff Statement on April 12, 2021
(the “SEC Statement”), after consultation with our management, our
audit committee concluded that, in light of the SEC Statement, it
was appropriate to restate our previously issued (i) audited
balance sheet dated as of October 26, 2020 which was related to our
initial public offering and (ii) audited financial statements as of
December 31, 2020 and for the period from September 1, 2020
(inception) through December 31, 2020 as reported in the Company’s
Annual Report on Form 10-K, filed with the SEC on March 30, 2021
(collectively, the “Affected Periods Amendment No.
1”).
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting designed to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with GAAP. Our management is likewise
required, on a quarterly basis, to evaluate the effectiveness of
our internal controls and to disclose any changes and material
weaknesses identified through such evaluation of those internal
controls. A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented
or detected on a timely basis.
As described in the Amendment No. 1 to our Annual Report on Form
10-K, filed with the SEC on May 13, 2021 (“Amendment No. 1”), we
identified a material weakness in our internal control over
financial reporting related to the accounting for a significant and
unusual transaction related to the warrants we issued in connection
with our initial public offering in October 2020. As a result of
this material weakness, our management concluded that our internal
control over financial reporting was not effective as of December
31, 2020. This material weakness resulted in a material
misstatement of our derivative warrant liabilities, change in fair
value of derivative warrant liabilities, Class A Common Stock
subject to possible redemption, accumulated deficit and related
financial disclosures for the Affected Periods Amendment No. 1. For
a discussion of management’s consideration of the material weakness
identified related to our accounting for a significant and unusual
transaction related to the warrants we issued in connection with
our initial public offering, see Part II, Item 9A. “Controls and
Procedures” included in this Annual Report on Form
10-K.
As described in the Amendment No. 2 to our Annual Report on Form
10-K, filed with the SEC on December 28, 2021 (“Amendment No. 2”),
we identified a material weakness in our internal control over
financial reporting related to the Company’s application of ASC
480-10-S99-3A to its accounting classification of the public
shares. As a result of this material weakness, our management
concluded that our internal control over financial reporting was
not effective as of December 31, 2020. Historically, a portion of
the public shares was classified as permanent equity to maintain
stockholders’ equity greater than $5 million on the basis that the
Company will not redeem its public shares in an amount that would
cause its net tangible assets to be less than $5,000,001.
Previously, the Company did not consider redeemable stock
classified as temporary equity as part of net tangible assets.
Effective with the financial statements included in Amendment No.
2, the Company revised this interpretation to include temporary
equity in net tangible assets.
As described in Amendment No. 1 to our Quarterly Report on Form
10-Q as of and for the period ended September 30, 2021, filed with
the SEC on December 29, 2021, we identified an accounting error
related to a duplicate entry recorded for the reverse
capitalization in connection with the Business Combinations that
resulted in an understatement of accounts payable – trade and
general and administrative expenses of $2.8 million in our
successor financial statements. After re-evaluation, our management
concluded that in light of this accounting error, a material
weakness existed in our internal control over financial reporting
during the nine-month period ended September 30, 2021 and that our
internal control over financial reporting was not effective as of
September 30, 2021. We are remediating this material weakness by
enhancing training of our staff, following stricter journal entry
approval workflows and requiring certain account reconciliations to
be
completed and approved prior to the issuance of financial
statements. In addition, we will improve our analytical review
procedures and perform such procedures and related variance
explanations at a more detailed level.
As described in Part II, Item 9A. “Controls and Procedures,” we
have concluded that our internal control over financial reporting
was ineffective as of December 31, 2021 because material weaknesses
existed in our internal control over financial reporting. We have
taken a number of measures to remediate the material weaknesses
described therein; however, if we are unable to remediate our
material weaknesses in a timely manner or we identify additional
material weaknesses, we may be unable to provide required financial
information in a timely and reliable manner and we may incorrectly
report financial information. Likewise, if our financial statements
are not filed on a timely basis, we could be subject to sanctions
or investigations by the stock exchange on which our Class A Common
Stock are listed, the SEC or other regulatory authorities. Failure
to timely file will cause us to be ineligible to utilize short form
registration statements on Form S-3 or Form S-4, which may impair
our ability to obtain capital in a timely fashion to execute our
business strategies or issue shares to effect an acquisition. In
either case, this could result in a material adverse effect on our
business. The existence of material weaknesses or significant
deficiencies in internal control over financial reporting could
adversely affect our reputation or investor perceptions of us,
which could have a negative effect on the trading price of our
stock. In addition, we will incur additional costs to remediate
material weaknesses in our internal control over financial
reporting, as described in Part II, Item 9A. “Controls and
Procedures.”
We can give no assurance that the measures we have taken and plan
to take in the future will remediate the material weaknesses
identified or that any additional material weaknesses or
restatements of financial results will not arise in the future due
to a failure to implement and maintain adequate internal control
over financial reporting or circumvention of these controls. In
addition, even if we are successful in strengthening our controls
and procedures, in the future those controls and procedures may not
be adequate to prevent or identify irregularities or errors or to
facilitate the fair presentation of our financial
statements.
Risks Related to our Class A Common Stock
Archaea is a holding company and its organizational structure is
what is commonly referred to as an umbrella partnership C
corporation (or “up-C”) structure, whereby all of the equity
interests in Aria and Legacy Archaea are indirectly held by Opco
and Archaea’s sole material asset is its equity interest in Opco
and it is accordingly dependent upon distributions from Opco to pay
taxes, and cover its corporate and other overhead
expenses.
Archaea is a holding company and has no material assets other than
its equity interest in Opco. Please see “Item 1—Business—Overview.”
Archaea has no independent means of generating revenue. To the
extent Opco has available cash, Opco is required to make (i) pro
rata distributions to all its unitholders, including to Archaea, in
an amount sufficient to allow Archaea to satisfy its actual tax
liabilities and (ii) non pro rata payments to Archaea in an amount
sufficient to cover its corporate and other overhead expenses.
Funds used by Opco to satisfy its distribution obligations will not
be available for reinvestment in our business. Further, Archaea's
ability to make distributions may be limited to the extent Opco and
its subsidiaries are limited in their ability to make these and
other distributions to Archaea, including due to the restrictions
under the Company’s financing arrangements. To the extent that
Archaea needs funds and Opco or its subsidiaries are restricted
from making such distributions under applicable law or regulation
or under the terms of their financing arrangements, or are
otherwise unable to provide such funds, it could materially
adversely affect our liquidity and financial condition. If Opco
does not distribute sufficient funds to Archaea to pay its taxes or
other liabilities, Archaea may default on contractual obligations
or have to borrow additional funds. In the event that Archaea is
required to borrow additional funds, it could adversely affect its
liquidity and subject Archaea to additional restrictions imposed by
lenders.
Archaea anticipates that the distributions received from Opco may,
in certain periods, exceed its actual tax liabilities and other
financial obligations. The Board of Directors, in its sole
discretion, will make any determination from time to time with
respect to the use of any such excess cash so accumulated. Archaea
will have no obligation to distribute such cash (or other available
cash other than any declared dividend) to its
stockholders.
In addition, the up-C structure confers certain benefits upon the
members of Opco that will not benefit the holders of Class A Common
Stock to the same extent as it will benefit the Opco members. If
Opco makes distributions to Archaea, the Opco members will be
entitled to receive equivalent distributions from Opco on a pro
rata basis. However, because Archaea must pay taxes, amounts
ultimately distributed as dividends, if any in the future, to
holders of Class A Common Stock are expected to be less on a per
share basis than the amounts distributed by Opco to its members on
a per unit basis. This and other aspects of the up-C structure may
adversely impact the future trading market for the Class A Common
Stock.
Future sales of equity, or the perception of future sales of
equity, by the Company or its stockholders in the public market
could cause the market price for the Class A Common Stock to
decline.
The sale of shares of Class A Common Stock in the public market, or
the perception that such sales could occur, could harm the
prevailing market price of shares of Class A Common Stock. These
sales, or the possibility that these sales may occur, also might
make it more difficult for the Company to sell equity securities in
the future at a time and at a price that it deems
appropriate.
Pursuant to the redemption right, holders of Class A Opco Units
(other than Archaea), subject to certain limitations, may redeem
Class A Opco Units and a corresponding number of shares of Class B
Common Stock for shares of Class A Common Stock on a one-for-one
basis, subject to adjustment for stock splits, stock dividends,
reorganizations, recapitalizations and the like, and may sell any
of such shares of Class A Common Stock.
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 Aria Holders were subject to a 180-day lock-up
period on transferring their equity interests in RAC, while the
Legacy Archaea Holders are subject to a lock-up period ranging from
one to two years following the Closing. Additional data and
discussion are provided in “Note 4 - Business Combinations and
Reverse Recapitalization” of this Annual Report on Form 10-K. The
lock-up restrictions applicable to the Aria Holders were subject to
early expiration based on the per share trading price of Class A
Common Stock as set forth in the Stockholders Agreement, and early
expiration of the Aria Holders lock-up period concluded in November
2021. In the case of the Class B Common Stock and related Class A
Opco Units held by RAC's former officers and directors and their
affiliates, these shares were also subject to a lock-up period that
expired in March 2022 as a result of the closing price of the
Common Stock equaling or exceeding $12.00 (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the
like), for 20 trading days within any 30 trading day period
following the 150th day following the Closing Date.
Upon the expiration or waiver of the lock-ups described above,
shares held by such persons will be eligible for resale. In
addition, such persons have the right, subject to certain
conditions, to require the Company to register the sale of their
shares of Class A Common Stock under the Securities Act, which
registration statement was declared effective in October 2021. By
exercising their registration rights and selling a large number of
shares, these stockholders could cause the prevailing market price
of Class A Common Stock to decline.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
As of
December 31, 2021, we have various operating leases for our
corporate headquarters, other office space, warehouse, and
facilities for periods ranging from one to eleven
years.
As of
December 31, 2021, we own, through wholly-owned entities or
joint ventures, a diversified portfolio of 29 LFG recovery and
processing facilities across 18 states, including 11 operated
facilities that produce pipeline-quality RNG and 18 LFG to
renewable electricity production facilities, including one
non-operated facility and one facility that is not operational. See
“Item 1. Business—Our Production Facilities and Projects” for
further descriptions of our production facilities and projects,
which information is incorporated into this item by
reference.
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company is party to certain legal actions
and claims arising in the ordinary course of business. While the
outcome of these events cannot be predicted with certainty,
management does not currently expect these matters to have a
materially adverse effect on the financial position or results of
operations of the Company.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Market Information
Archaea’s Class A Common Stock is currently traded on the NYSE
under the ticker symbol “LFG”.
Holders
As of March 4, 2022, there were 115 holders of record of
Archaea’s Class A Common Stock, and 20 holders of record of
Archaea’s Class B Common Stock, par value $0.0001 per
share.
Dividends
Our Board of Directors currently intends to retain any future
earnings to support operations and to finance the growth and
development of our business, and therefore does not intend to pay
cash dividends on our common stock in the near term.
Securities Authorized for Issuance Under Equity Compensation
Plans
The information required by Item 5 of Form 10-K regarding equity
compensation plans is incorporated by reference to Item 12 of Part
III of this Annual Report on Form 10-K.
Issuer Purchases of Equity Securities
In November and December 2021, under the Share Repurchase Agreement
entered into by the Company and Aria Renewable Energy Systems LLC,
dated November 3, 2021, the Company repurchased a total of
6,101,449 shares of Class A Common Stock from Aria Renewable Energy
Systems LLC at a pre-negotiated price of $17.65 per share. The
repurchases were funded utilizing proceeds from the exercise of the
Public Warrants and Forward Purchase Warrants.
Comparative Stock Performance
We are a smaller reporting company as defined in Rule 12b-2 under
the Exchange Act. As a result, we are not required to provide the
information required by Item 201(e) of Regulation S-K.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the financial statements and related notes included elsewhere
in this Annual Report on Form 10-K. This discussion contains
forward-looking statements reflecting our current expectations,
estimates, and assumptions concerning events and financial trends
that may affect our future operating results or financial position.
Actual results and the timing of events may differ materially from
those contained in these forward-looking statements due to a number
of factors, including those discussed in the sections entitled
“Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” appearing elsewhere in this Annual Report.
Overview
Archaea is one of the largest RNG producers in the U.S., with an
industry-leading RNG platform primarily focused on capturing and
converting waste emissions from landfills and anaerobic digesters
into low-carbon RNG and electricity. As of December 31, 2021,
the Company owns, through wholly-owned entities or joint ventures,
a diversified portfolio of 29 LFG recovery and processing projects
across 18 states, including 11 operated projects that produce
pipeline-quality RNG and 18 LFG to renewable electricity projects.
See “ – Our Production Facilities and Projects” for additional
detail.
Archaea designs, constructs, and operates RNG facilities. We have
entered into long-term agreements with biogas site hosts which give
us the rights to utilize gas produced at their sites and to
construct and operate facilities on their sites to produce RNG and
renewable electricity. As of December 31, 2021, Archaea's
development backlog includes 35 cumulative
projects, including planned upgrades of certain operating RNG
facilities over time, opportunities to convert most of our
renewable electricity facilities into RNG facilities, and
greenfield RNG development opportunities.
Our differentiated commercial strategy is focused on selling the
majority of our RNG volumes under long-term, fixed-price contracts
to creditworthy partners, including utilities, corporations, and
universities, helping these entities reduce greenhouse gas
emissions and achieve decarbonization goals while utilizing their
existing gas infrastructure. We seek to mitigate our exposure to
commodity and Environmental Attribute pricing volatility by selling
a majority of our RNG and related Environmental Attributes under
long-term contracts which are designed to provide revenue
certainty.
Our RNG production started during 2021 as a result of the
acquisition of Aria in connection to the Business Combinations and
the commencement of operations in April 2021 at the Boyd County
facility. We have long-term off-take contracts with creditworthy
counterparties for the sale of RNG and related Environmental
Attributes. Certain long-term off-take contracts are accounted for
as operating leases and have no minimum lease payments. The rental
income under these leases is recorded as revenue when the RNG is
delivered to the customer. RNG not covered by off-take contracts is
sold under short-term market based contracts. When the performance
obligation is satisfied through the delivery of RNG to the
customer, revenue is recognized. We usually receive payments from
the sale of RNG production within one month after
delivery.
We also earn revenue by selling RINs, which are generated when
producing and selling RNG. These RINs are able to be separated and
sold independent from the RNG produced. 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. The remaining RIN sales were
under short-term contracts independent from RNG sales, and revenue
is recognized when the RIN is transferred to a third party. We also
generate and sell LCFS credits at some of our RNG projects through
off-take contracts similar to RINs. LCFS is state level program
administered by the CARB. LCFS credits are generated as the RNG is
sold as vehicle fuel in California.
There is a general lag in the generation and sale of RIN and LCFS
credits subsequent to a facility being placed into operation. While
each new facility is eligible to register under the federal
Renewable Fuel Standard (“RFS”) upon initial production and
pipeline injection, Archaea has external parties certify its plants
under EPA’s voluntary Quality Assurance Plan (“QAP”) in order to
maximize the value of its D3 RINs. The initial QAP review generally
requires evaluation of up to 90 days of operational data prior to
achieving Q-RIN status. Once registration is obtained from the EPA
and Q-RIN status achieved, Archaea can generate RINs. RINs are
generated monthly for the previous month of production, after which
the RINs may be sold. Quarterly and annual reports are required to
maintain RFS registration and Q-RIN status for each
facility.
LCFS registration requires a minimum of 90 days operational data
for a provisional pathway application. Following the application
submission, there is a mandatory third-party validation period
ranging from three to six months. During this time, LCFS credits
can be generated for the facility using a temporary carbon
intensity (CI) score, which is typically higher than the expected
certified CI for our facilities. Following successful pathway
validation, the facility is eligible to generate LCFS credits using
the new provisional CI score. LCFS credits are generated on a
quarterly basis for the previous quarter of production. Credits are
then available to be sold. Quarterly and annual reports are
required to maintain LCFS registration and certified CI for each
facility.
The Business Combinations and Related Transactions
On April 7, 2021, RAC entered into the Business Combination
Agreements. On the Closing Date, RAC completed the Business
Combinations to acquire Legacy Archaea and Aria. Following the
Business Combinations closing, RAC changed its name from “Rice
Acquisition Corp.” to “Archaea Energy Inc.,” also referred to
herein as the “Company.” Rice Acquisitions Holdings LLC was renamed
“LFG Acquisition Holdings LLC,” also referred to herein as “Opco.”
In connection with the Business Combinations closing, the Company
completed a private placement of 29,166,667 shares of Class A
Common Stock and 250,000 warrants (each warrant exercisable for one
share of Class A Common Stock at a price of $11.50) for gross
proceeds of $300 million.
The Company and Opco issued 33.4 million Class A Opco Units and
33.4 million shares of Class B Common Stock on the Closing Date to
Legacy Archaea Holders to acquire Legacy Archaea. Aria was acquired
for total initial consideration of $863.1 million, subject to
certain future adjustments set forth in the Aria Merger Agreement.
The Aria Closing Merger Consideration consisted of cash
consideration of $377.1 million paid to Aria Holders and
equity consideration in the form
of 23.0 million newly issued Class A Opco Units and 23.0 million
newly issued shares of the Company’s Class B Common Stock, par
value $0.0001 per share, and $91.1 million for repayment of Aria
debt.
Archaea has retained its “up-C” structure, whereby all of the
equity interests in Aria and Legacy Archaea are indirectly held by
Opco and the Company’s only assets are its equity interests in
Opco.
The up-C structure allows the Legacy Archaea Holders, the Aria
Holders, and the Sponsor to retain their equity ownership through
Opco, an entity that is classified as a partnership for U.S.
federal income tax purposes, in the form of Class A Opco Units, and
provides potential future tax benefits for Archaea when those
holders of Class A Opco Units ultimately exchange their Class A
Opco Units and shares of the Company’s Class B Common Stock for
shares of Class A Common Stock in the Company.
Opco is considered a VIE for accounting purposes, and the Company,
as the sole managing member of Opco, is considered the primary
beneficiary. As such, the Company consolidates Opco, and the
unitholders that hold economic interests directly at Opco are
presented as redeemable noncontrolling interests in the Company’s
financial statements.
Holders of Class A Opco Units (other than Archaea) have a
redemption right, subject to certain limitations, to redeem Class A
Opco Units (and a corresponding number of shares of Class B Common
Stock) for, at Opco’s option, (i) shares of Class A Common Stock on
a one-for-one basis, subject to adjustment for stock splits, stock
dividends, reorganizations, recapitalizations and the like, or (ii)
a corresponding amount of cash.
Predecessor and Successor Reporting
Legacy Archaea is considered the accounting acquirer of the
Business Combinations for accounting purposes because Legacy
Archaea Holders have the largest portion of the voting power of the
combined company, Legacy Archaea’s executive management comprise
the majority of the executive management of the combined company,
and 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 are stated at historical
cost. No goodwill or other intangible assets are recorded. Legacy
Archaea is also considered the “Successor”. As such, 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 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 Closing Date through
December 31, 2021.
The Aria Merger represents a business combination in which Aria was
determined to be the acquiree, and Aria’s identifiable assets
acquired and liabilities assumed are measured at their acquisition
date fair value. Additionally, due to Aria’s historical operations
compared to Legacy Archaea and the relative fair values, Aria was
determined to be the “Predecessor”. As Predecessor, Aria’s
historical financial statements have been included to enhance
comparability for readers, and we have also included a discussion
of the Aria’s operations, financial condition and changes in
financial condition for the period January 1 to September 14, 2021
and the year ended December 31, 2020.
Factors Affecting the Comparability of Our Financial
Results
Our future results of operations will not be comparable to our
Successor or our Predecessor’s historical results of operations for
the reasons described below:
•The
Company’s future results of operations and financial position may
not be comparable to Legacy Archaea’s or Aria’s historical results
as a result of the Business Combinations and the Company’s ongoing
development activities. Our results prior to the closing of the
Business Combinations on September 15, 2021 only include Legacy
Archaea, the accounting acquirer, whereas our results beginning on
September 15, 2021 include the combined operations of Legacy
Archaea and Aria as managed by the Company. In addition, both
Legacy Archaea and Aria have experienced significant growth and
expansion over the last two years, and the Company expects to
continue to grow significantly through organic growth projects and
acquisitions.
•Legacy
Archaea was formed in November of 2018 and did not have significant
assets, liabilities or operations until its acquisition of BioFuels
San Bernardino Biogas, LLC in September of 2019, to acquire the LFG
rights agreements with two landfills located in San Bernardino
County, California. Subsequent to this acquisition, Legacy Archaea
purchased a 72.2% controlling interest in GCES, an original
equipment manufacturer of air, water, and soil remediation
pollution control systems, in February 2020, and after the Business
Combinations, the Company acquired an additional 27.8% controlling
interest to obtain 100% ownership of GCES. In November 2020, Legacy
Archaea acquired all of the outstanding membership interests in the
Boyd County LFG to RNG facility in Ashland, Kentucky. In April
2021, Legacy Archaea purchased 100% of the outstanding membership
interests in PEI Power LLC (“PEI”), a biogas fuel combustion power
generating facility in Archbald, PA.
•As
a result of the Business Combinations, the Company has hired and
will need to hire additional personnel and implement procedures and
processes to address public company regulatory requirements and
customary practices. The Company expects to incur additional annual
expenses as a public company that Legacy Archaea did not
historically incur for, among other things, directors’ and
officers’ liability insurance, director fees and additional
internal and external accounting and legal and administrative
resources, including increased audit and legal fees.
•There
are differences in the way the Company will finance its operations
as compared to the way our Successor or Predecessor financed its
operations, which were primarily through equity and project debt
financing. The Company received approximately $175 million in net
proceeds from the Business Combinations, the PIPE Financing, and
debt issuance after payment of the Aria Merger cash consideration
and transaction expenses to fund the Company’s future growth
projects. Upon consummation of the Business Combination, Archaea
Borrower entered into a $470 million Revolving Credit and Term Loan
Agreement (the “New Credit Agreement”) which provides for a senior
secured revolving credit facility (the “Revolver”) with an initial
commitment of $250 million and a senior secured term loan credit
facility (the “Term Loan” and, together with the Revolver, the
“Facilities”) with an initial commitment of $220.0 million. As
of December 31, 2021, we had approximately $352.0 million of
outstanding indebtedness, including $218.6 million of
outstanding borrowings under the Term Loan and $133.4 million
outstanding on our Assai Notes, and also had $235.8 million of
available borrowing capacity and outstanding letters of credit of
$14.2 million as of December 31, 2021 under the
Revolver.
The Company expects to fund our 2022 capital program through
its project development activities with cash on hand from the
proceeds of the Business Combinations and available funding under
our credit facility as discussed below under “New
Credit Facility.”
Further, the Company may also determine to issue long-term debt
securities to fund a portion of its capital program if market
conditions allow. The Company cannot predict with certainty the
timing, amount and terms of any future issuances of any such debt
securities or whether they occur at all.
The amount and timing of the future funding requirements will
depend on many factors, including the pace and results of our
acquisitions and project development efforts.
•As
a corporation, the Company is subject to U.S. federal income and
applicable state taxes to the extent it generates positive taxable
income. Legacy Archaea and Aria and their subsidiaries (with the
exception of one partially-owned subsidiary which filed income tax
returns as a C corporation) are and were generally not subject to
U.S. federal income tax at an entity level. Accordingly, the
consolidated and combined net income in Legacy Archaea and Aria’s
historical financial statements for periods prior to the
consummation of the Business Combinations does not reflect the full
tax expense the Company would have incurred if it were subject to
U.S. federal income tax at an entity level during such
periods.
Other Significant Acquisitions
Boyd County Project
On November 10, 2020, Legacy Archaea acquired all the
outstanding membership interests of a high-Btu facility in
Ashland, Kentucky that had not previously been properly
commissioned to process LFG to pipeline specification RNG. In April
2021, the facility commenced commercial operations.
Assai and PEI
On January 6, 2020, Legacy Archaea began the development of
its Assai biogas project on the site of the Keystone Sanitary
Landfill in Dunmore, Pennsylvania, in the Scranton metro area.
Assai commenced commercial operations on December 30, 2021, with
production expected to scale up over several months. Assai is the
highest capacity operational RNG facility in the
world.
On April 7, 2021, Legacy Archaea completed the acquisition of PEI.
PEI’s assets include LFG rights, a pipeline, and a biogas fuel
combustion power generating facility with a combined capacity of
approximately 85 MW located in Archbald, Pennsylvania. We intend to
transport LFG from the associated landfill at PEI to Assai in the
future.
GCES
On January 14, 2020, Legacy Archaea purchased a controlling
position of GCES. Historically located in Conroe, Texas, GCES is an
original equipment manufacturer of air, water, and soil remediation
pollution control systems. GCES manufactures equipment that will be
used in the Company’s RNG projects in addition to selling equipment
to third parties. As of December 31, 2021, the Company has
obtained 100% ownership of GCES. In 2022, GCES will relocate its
production facility to a new location within the Houston
metroplex.
LFG to Electricity Facilities
On October 28, 2021, Archaea acquired all the outstanding
membership interests in Frontier Operation Services, LLC and JL-E
Financial Holdings, LLC, which own and operate four LFG to
renewable electricity facilities located in Winterville, Georgia;
Rochelle, Illinois; Graham, Washington; and Smithfield, North
Carolina.
Our Production Facilities and Projects
Archaea has a broad base of operational production facilities and a
robust backlog of RNG development opportunities. As of
December 31, 2021, we own, through wholly-owned entities or
joint ventures, a diversified portfolio of 29 LFG recovery and
processing facilities across 18 states, including 11 operated
facilities that produce pipeline-quality RNG and 18 LFG to
renewable electricity production facilities, including one
non-operated facility and one facility that is not operational.
Prior to the consummation of the Business Combinations, the RNG
projects were included in Legacy Archaea’s or Aria’s RNG operating
segment, and Power projects were included in Aria’s Power operating
segment, except for the PEI project, which was included in Legacy
Archaea’s Power operating segment. Over the next several years, we
intend to convert certain current LFG to renewable electricity
production facilities to RNG production facilities and upgrade
certain existing RNG production facilities. These facilities have
existing gas development agreements in place in addition to site
leases, zoning, air permits, and much of the critical
infrastructure that is needed to develop RNG projects. We also plan
to develop and construct our portfolio of greenfield development
opportunities, for which we also already have gas development
agreements in place. Our development backlog as of
December 31, 2021 includes 35 cumulative upgrade, conversion,
and greenfield projects, and we are planning to secure additional
RNG development opportunities through long-term agreements with
biogas site hosts. Additional production facility and project data
is provided in Item 1. Business of this Annual Report on Form
10-K.
Key Factors Affecting Operating Results
The Company’s performance and future success depend on several
factors that present significant opportunities but also pose risks
and challenges, including those discussed below and in Item 1A.
“Risk Factors” of this Annual Report on Form 10-K.
The Company’s business strategy includes growth primarily through
the upgrade and expansion of existing RNG production facilities,
conversion of LFG to renewable electricity production facilities to
RNG production facilities, development and construction of
greenfield RNG development projects for which we already have gas
development agreements in place, and the procurement of LFG rights
to develop additional greenfield RNG projects. We are also
evaluating other potential sources of biogas and exploring the
development of wells for carbon sequestration, the use of on-site
solar-generated electricity to meet energy needs for RNG
production, and the use of RNG as a feedstock for low-carbon
hydrogen.
Until commercial RNG operations commenced in the fiscal quarter
ended June 30, 2021, Legacy Archaea’s revenues were derived
primarily from the sale of customized pollution control systems to
third-party customers. With the acquisition of Aria and as our RNG
and other projects continue to become commercially operational, the
Company expects that a majority of our revenues will be generated
from the sale of RNG and renewable electricity, primarily under
long-term off-take agreements, along with the
Environmental Attributes that are derived from these products.
Following the Business Combinations, until the Company can generate
sufficient revenue from RNG, renewable electricity and
Environmental Attributes, the Company is expected to primarily
finance its project development activities with its existing cash
and financing arrangements currently in place. See
“Liquidity
and Capital Resources - New Credit Facility,”
for further
discussion of our existing financing arrangements. The amount and
timing of the future funding requirements will depend on many
factors, including the pace and results of our acquisitions and
project development efforts.
Market Trends and Exposure to Market-Based Pricing
Fluctuations
Future revenues will depend to a substantial degree upon the demand
for RNG, renewable electricity and Environmental Attributes, all of
which are affected by a number of factors outside our control. To
manage exposure to market-based pricing fluctuations, the
Company seeks to sell a majority of expected RNG production volumes
under long-term off-take agreements with fixed pricing to
counterparties with strong credit profiles. The credit profiles of
the buyers of RNG are subject to change and are outside our
control. Future expenses will depend to a substantial degree upon
electricity prices and the costs of raw materials and labor. These
costs, too, are subject to a number of factors outside our
control.
Regulatory Landscape
We operate in an industry that is subject to and currently benefits
from environmental regulations. Government policies can increase
the demand for our products by providing market participants with
incentives to purchase RNG, renewable electricity and Environmental
Attributes. These government policies are continuously being
modified, and adverse changes in such policies could have the
effect of reducing the demand for our products. For more
information, see our risk factor titled “Existing
regulations and policies, and future changes to these regulations
and policies, may present technical, regulatory and economic
barriers to the generation, purchase and use of renewable energy,
and may adversely affect the market for credits associated with the
production of renewable energy.”
Government regulations applicable to our renewable energy projects
have generally become more stringent over time. Complying with any
new government regulations may result in significant additional
expenses or related development costs for us.
Seasonality
To some extent, we experience seasonality in our results of
operations. Short-term sales of RNG may be impacted by higher
consumption of vehicle fuels by some of our customers in the summer
months, when buses and other fleet vehicles use more fuel to power
their air conditioning systems, which typically translates to an
increased volume of fuel delivered in the summer months. In
addition, natural gas commodity prices tend to be higher in the
fall and winter months, due to increased overall demand for natural
gas for heating during these periods.
Revenues generated from our renewable electricity projects in the
northeast U.S., all of which sell electricity at market prices, are
affected by warmer and colder weather, and therefore a portion of
our quarterly operating results and cash flows are affected by
pricing changes due to regional temperatures. These seasonal
variances are managed in part by certain off-take agreements at
fixed prices.
Cold weather can cause our plants to experience freeze-offs and
power outages, resulting in more downtime than under warm weather
conditions. Shipping delays for replacement parts and construction
materials may also be more frequent during the winter months
leading to incremental downtime or construction delays. In
addition, lower ambient temperatures result in lower biogas
production from our anaerobic digesters and may result in changes
to landfill gas composition during the winter months which have the
potential to cause incremental downtime. Our energy production can
also be affected during the summer months, as very warm
temperatures can dry out a landfill if the landfill owner is unable
to keep the landfill covered, which in turn reduces the LFG
generated at the site.
Impacts of COVID-19
To date, the COVID-19 pandemic and preventative measures
taken to contain or mitigate the pandemic have caused, and are
continuing to cause, business slowdowns or shutdowns in affected
areas and significant disruptions in the financial markets both
globally and in the United States. In response to
the COVID-19 pandemic and related mitigation measures,
the Company began implementing changes in its business in
March 2020 to protect its employees and customers, and to
support appropriate health and safety protocols. These measures
resulted in additional costs, which we expect will continue through
2022 as we continue to work to address employee safety. As of the
date of this Annual Report, such business changes and additional
costs have not been, individually or in the aggregate, material to
us. We are considered an essential company under the U.S. Federal
Cybersecurity and Infrastructure Security Agency guidance and the
various state or local jurisdictions in which we
operate.
Several vaccines have been authorized for use against COVID-19 in
the United States and internationally. As a result of distribution
of the vaccines, various federal, state and local governments have
begun to ease the movement restrictions and public health
initiatives while continuing to adhere to enhanced safety measures,
such as physical distancing and face mask protocols. However,
uncertainty continues to exist regarding the severity and duration
of the pandemic, the speed and effectiveness of vaccine and
treatment developments and deployment, potential mutations of
COVID-19, and the effect of actions taken and that will be taken to
contain COVID-19 or treat its effect, among others. As a result, we
remain uncertain of the ultimate effect COVID-19 could have on our
business and operations.
Results of Operations
Basis of Presentation
Our revenues are primarily generated from the production and sale
of RNG and renewable electricity along with the Environmental
Attributes. RNG and renewable electricity generate valuable
Environmental Attributes that can be monetized under international,
federal, and state initiatives. The Environmental Attributes that
we derive and sell include RINs and state low-carbon fuel credits,
which are generated from the conversion of biogas to RNG which is
used as a transportation fuel, as well as from RECs generated from
the conversion of biogas to renewable electricity. Our RINs, RECs,
and LCFS are sold with the sale of RNG and renewable electricity or
sold separately. In addition to revenues generated from our product
sales, we also generate revenues by providing O&M services to
certain of our JV production facilities and biogas site partners
and by constructing and selling equipment through our GCES
subsidiary.
The Company reports segment information in two segments: RNG and
Power. Prior to the Business Combinations, the Company managed RNG
as its primary business operations, which is to construct and
develop biogas facilities on landfill sites for production of RNG.
Our Power segment generates revenue by selling renewable
electricity and associated Environmental Attributes. In addition,
we hold interests in other entities that are accounted for using
the equity method of accounting, including Mavrix, which owns and
operates four separate RNG facilities included in the RNG segment,
and the Sunshine electric project included in the Power segment. We
expect our future growth to be driven primarily by additional
projects within the RNG segment, and we expect to convert the
majority of our LFG to renewable electricity projects to RNG
projects over time.
Key Metrics
Management regularly reviews a number of operating metrics and
financial measurements to evaluate our performance, measure our
growth and make strategic decisions. In addition to traditional
GAAP performance and liquidity measures, such as revenue, cost of
sales, net income and cash provided by operating activities, we
also consider MMBtu and MWh sold and Adjusted EBITDA in evaluating
our operating performance. Each of these metrics is discussed
below.
Key Components of Results of Operations
As a result of the Business Combinations, prior year amounts are
not comparable to current year amounts or expected future trends.
The historical financial statements included herein are the
financial statements of Legacy Archaea for the year ended
December 31, 2020.
Revenue
The Company generates revenues from the production and sales of
RNG, Power, and Environmental Attributes, as well as the
performance of other landfill energy O&M services and the sale
of customized pollution control equipment and associated
maintenance agreement services. Whenever possible, we seek to
mitigate our exposure to commodity and Environmental Attribute
pricing volatility. We seek to sell a significant portion of our
RNG production volumes under long-term, fixed-price arrangements
with creditworthy partners. We also sell a portion of our volumes
under short-term agreements, and many of these volumes generate
Environmental Attributes that we also monetize.
Until commercial RNG operations for Legacy Archaea commenced in the
fiscal quarter ended June 30, 2021, revenues were historically
comprised of sales of customized pollution control equipment and
maintenance agreement services. Revenues in Legacy Archaea’s RNG
segment commenced in the second quarter of 2021 with commercial
operations at our Boyd County facility, and increased beginning in
September 2021 due to the Business Combinations and the inclusion
of Aria for approximately 3.5 months in the Company’s results for
the year ended December 31, 2021. Revenues in our
Power segment commenced with the PEI acquisition in the second
quarter of 2021, and increased beginning in September 2021 due to
the Business Combinations and the inclusion of Aria effective
September 15, 2021 in the Company’s results.
Cost of Sales
Cost of sales is comprised primarily of royalty payments to
landfill owners as stipulated in our gas rights agreements and
labor, parts and outside services required to operate and maintain
equipment utilized in generating energy from our owned project
facilities and from our landfill sources. Other costs directly
related to the production of electricity and RNG are transportation
costs associated with moving gas into pipelines, transmission costs
of moving power between the ISOs, and electricity consumed in the
process of gas production. Our payments to biogas site hosts are
primarily in the form of royalties based on realized revenues or,
in some select cases, based on production volumes.
Prior to the Business Combinations, cost of sales was historically
comprised primarily of personnel compensation and benefits,
insurance and raw materials, and parts and components for
manufacturing equipment for sale.
Environmental Attributes are a form of government incentive and not
a result of the physical attributes of the biogas or electricity
production. Therefore, no cost is allocated to the Environmental
Attribute when it is generated, regardless of whether it is
transferred with the biogas or electricity produced or held by the
Company. Additionally, Environmental Attributes, once obtained
through the production and sale of biogas or electricity, may be
separated and sold separately.
Cost of sales also includes depreciation, amortization, and
accretion expense on our power and gas processing plants,
amortization of intangible assets relating to our gas and power
rights agreements, and the accretion of our asset retirement
obligations. Depreciation and amortization is recognized using the
straight-line method over the underlying assets’ useful life.
Accretion expense is recognized based on the effective yield
method.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel
related costs (including salaries, bonuses, benefits, and
share-based compensation) for our executive, finance, human
resource, marketing, IT and other administrative departments and
fees for third-party professional services, including
consulting, legal and accounting services. These expenses also
include insurance, software, and other corporate related costs. No
depreciation or amortization expenses are allocated to general and
administrative expenses.
We expect our general and administrative expenses to increase for
the foreseeable future as we scale headcount with the growth of our
business, and as a result of operating as a public company,
including compliance with the rules and regulations of the SEC,
legal, audit, additional insurance expenses, investor relations
activities and other administrative and professional
services.
Equity Earnings
We hold interests in other entities that are accounted for using
the equity method of accounting, including Mavrix, which owns and
operates four separate RNG facilities, the Sunshine electric
project, and Saturn Renewables, LLC, which owns gas rights at two
landfills.
Successor Comparison of the Year Ended December 31, 2021 and
2020
The following discussion pertains to our results of operations,
financial condition, and changes in financial condition of the
Successor, which includes only Legacy Archaea for dates prior to
September 15, 2021 and the operations of both Legacy Archaea and
Aria from September 15, 2021 through December 31, 2021. Any
increases or decreases “for the year ended December 31, 2021”
refer to the comparison of the year ended December 31, 2021,
to the year ended December 31, 2020.
In 2020, Legacy Archaea did not have operational assets and as
such, the RNG and Power segments did not exist. As such, any
segment comparison would not be informative and has not been
included for comparison purposes.
Set forth below is a summary of volumes sold for the years ended
December 31, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
RNG sold (MMBtu) |
|
|
|
|
1,482,124 |
|
|
— |
|
Electricity sold (MWh) |
|
|
|
|
309,083 |
|
|
— |
|
Volumes increased in 2021 compared to 2020 due to the commencement
of commercial operations in April 2021 at our Boyd County facility,
the purchase of the PEI power assets in April 2021, and the
acquisition of Aria. The volumes sold table above excludes volumes
sold by the Company's equity method investments.
Set forth below is a summary of selected financial information for
the years ended December 31, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
2021 |
|
2020 |
|
$ Change |
Revenues and other income
|
|
|
|
|
|
|
$ |
77,126 |
|
|
$ |
6,523 |
|
|
$ |
70,603 |
|
Costs of sales
|
|
|
|
|
|
|
62,513 |
|
|
4,889 |
|
|
57,624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investment income (loss) |
|
|
|
|
|
|
5,653 |
|
|
— |
|
|
5,653 |
|
General and administrative expenses
|
|
|
|
|
|
|
43,827 |
|
|
4,371 |
|
|
39,456 |
|
Operating income (loss)
|
|
|
|
|
|
|
(23,561) |
|
|
(2,737) |
|
|
(20,824) |
|
Other income (expense), net
|
|
|
|
|
|
|
(7,360) |
|
|
501 |
|
|
(7,861) |
|
Net income (loss)
|
|
|
|
|
|
|
$ |
(30,921) |
|
|
$ |
(2,236) |
|
|
$ |
(28,685) |
|
Revenues and Other Income
Revenues and other income were approximately $77.1 million for
the year ended December 31, 2021, an increase of
$70.6 million. The increased revenues are primarily
attributable to the commencement of commercial operations in April
2021 at our Boyd County facility, the purchase of the PEI power
assets, and the acquisition of Aria resulting in a $57.7 million
increase, partially offset by a reduction of pollution control
equipment sales.
Cost of Sales
Costs of sales increased by $57.6 million for the year ended
December 31, 2021 primarily due to the commencement of
commercial operations in April 2021 at our Boyd County facility,
the purchase of the PEI power assets, and the acquisition of Aria
resulting in a $38.5 million increase.
Equity Investment Income (Loss)
Equity investment income increased due to the acquisition of Aria
resulting in ownership in Mavrix and Sunshine Canyon joint
ventures.
General and Administrative Expenses
General and administrative expenses increased by $39.5 million for
the year ended December 31, 2021 primarily due to merger
related expenses related to additional legal costs, contractors and
consultants, additional general and administrative staff as our
business has expanded and we became a public company, and stock
compensation expense.
Other Income (Expense)
Other expense increased by $7.9 million primarily due to the
increase in interest expense of $4.8 million and the increase in
fair value of the warrant liabilities from the date of the Business
Combinations through either the date of exercise, if applicable, or
December 31, 2021 for the remaining Private Placement Warrants
resulting in a loss of $3.0 million.
Adjusted EBITDA
Adjusted EBITDA is calculated by taking net income (loss) before
taxes, interest expense, and depreciation, amortization and
accretion, and adjusting for the effects of certain non-cash items,
other non-operating income or expense items, and other items not
otherwise predictive or indicative of ongoing operating
performance, including net derivatives activity,
non-cash share-based compensation expense, and non-recurring costs
related to our Business Combinations. We believe the exclusion of
these items enables investors and other users of our financial
information to assess our sequential and year-over-year performance
and operating trends on a more comparable basis and is consistent
with management’s own evaluation of performance.
Adjusted EBITDA also includes adjustments for equity method
investment basis difference amortization and the depreciation and
amortization expense included in our equity earnings from our
equity method investments. These adjustments should not be
understood to imply that we have control over the related
operations and resulting revenues and expenses of our equity method
investments. We do not control our equity method investments;
therefore, we do not control the earnings or cash flows of such
equity method investments. The use of Adjusted EBITDA, including
adjustments related to equity method investments, as an analytical
tool should be limited accordingly.
Adjusted EBITDA is commonly used as a supplemental financial
measure by our management and external users of our consolidated
financial statements to assess the financial performance of our
assets without regard to financing methods, capital structures, or
historical cost basis. Adjusted EBITDA is not intended to represent
cash flows from operations or net income (loss) as defined by GAAP
and is not necessarily comparable to similarly titled measures
reported by other companies.
We believe Adjusted EBITDA provides relevant and useful information
to management, investors, and other users of our financial
information in evaluating the effectiveness of our operating
performance in a manner that is consistent with management’s
evaluation of financial and operating performance.
The table below sets forth the reconciliation of Net income (loss)
to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
2021 |
|
2020 |
Net income (loss)
|
|
|
|
|
$ |
(30,921) |
|
|
$ |
(2,236) |
|
Adjustments:
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
4,797 |
|
|
20 |
|
Depreciation, amortization and accretion
|
|
|
|
|
16,025 |
|
|
137 |
|
EBITDA
|
|
|
|
|
(10,099) |
|
(2,079) |
Net derivative activity
|
|
|
|
|
3,727 |
|
|
— |
|
Amortization of intangibles and below-market contracts |
|
|
|
|
(1,479) |
|
|
— |
|
Amortization of equity method investments basis
difference |
|
|
|
|
3,068 |
|
|
— |
|
Depreciation and amortization adjustments for equity method
investments |
|
|
|
|
1,745 |
|
|
— |
|
Share-based compensation |
|
|
|
|
5,071 |
|
|
— |
|
Acquisition transaction costs
|
|
|
|
|
3,045 |
|
|
— |
|
Actuarial (gain) loss on postretirement plan |
|
|
|
|
(917) |
|
— |
Adjusted EBITDA
|
|
|
|
|
$ |
4,161 |
|
$ |
(2,079) |
Predecessor Discussion
Key Components of Results of Operations
Energy Revenue
A significant majority of Aria’s owned projects operate under
long-term off-take agreements with investment grade and other
creditworthy counterparties that have a weighted average remaining
life of approximately 5 years for Power projects and approximately
10 years for RNG projects as of September 14, 2021. Power that is
not covered by long-term off-take agreements is sold either under
short-term bilateral agreements or in the wholesale markets. For
electricity, these are markets organized and maintained by ISOs and
RTOs (e.g., NYISO in New York, ISO-NE in New England and PJM
Interconnection, L.L.C. (“PJM”) in the eastern United States).
These ISOs and RTOs are well established organizations, regulated
by states and FERC. For power sold in the wholesale markets, Aria
schedules the output in the day-ahead markets and receives the
market price determined by the ISO or RTO through balancing the
supply and demand for each day. In most cases, Aria implements an
optimization of the output sold in wholesale markets by using
transmission to move the power into the ISO which offers better
prices for RECs.
For RNG, Aria has long-term off-take agreements with creditworthy
counterparties. Some contracts have fixed price off-take
arrangements, while the remaining sell natural gas and
Environmental Attributes and are subject to market price
changes.
Aria also generates revenue through the sale of Environmental
Attributes. These Environmental Attributes include RECs, RINs and
LCFS credits created from the sale of electricity and RNG as a
transportation fuel. In most cases, RECs are sold to competitive
energy suppliers or utilities. RINs are generally sold to energy
companies, and Aria includes revenues from the sale of these
Environmental Attributes in Energy revenue. REC revenue is
recognized at the time power is produced where an active market
exists and a sales agreement is in place for the credits. RIN
revenue is recognized when the fuel is produced or transferred to a
third party when a sales agreement is in place.
Construction Revenue
Construction revenue is derived from the installation of RNG plants
owned by the nonconsolidated joint ventures. Aria recognizes
revenue over time based on costs incurred and a fixed profit
mark-up per construction agreement. Any intercompany profit is
eliminated.
Cost of Energy
Cost of energy is comprised primarily of labor, parts and outside
services required to operate and maintain equipment utilized in
generating energy from project facilities and landfill sources.
Other costs directly related to the production of electricity and
RNG are transportation costs associated with moving gas into
pipelines, transmission costs of moving power between the ISOs,
electricity consumed in the process of gas production, and royalty
payments to landfill owners as stipulated in gas rights
agreements.
Cost of Construction
Cost of construction is comprised primarily of labor, equipment and
other costs associated with construction contracts revenue incurred
to date.
General and Administrative Expenses
General and administrative expenses include offices rentals and
costs relating to labor, legal, accounting, treasury, information
technology, insurance, communications, human resources,
procurement, utilities, property taxes, permitting and other
general costs.
Gain (Loss) on Derivative Contracts
Aria used interest rate swaps and caps to manage the risk
associated with interest rate cash flows on variable rate
borrowings. Changes in the fair values of interest rate swaps and
realized losses were recognized as a component of interest expense.
The interest rate swaps were measured at fair value by discounting
the net future cash flows using the forward London Inter-Bank
Offered Rate (“LIBOR”) curve with the valuations adjusted by the
counterparties’ credit default hedge rate.
Changes in the fair values of natural gas swap are recognized in
gain (loss) on derivative contracts and realized losses are
recognized as a component of cost of energy expense. 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, with an adjustment for the counterparty’s
credit default hedge rate.
Predecessor Comparison of the Period From January 1 to September
14, 2021 and the Year Ended December 31, 2021
The following discussion pertains to the Predecessor results of
operations, financial condition, and changes in financial
condition. Any increases or decreases “for the period from January
1 to September 14, 2021” refer to the comparison of the period from
January 1 to September 14, 2021, to the year ended December 31,
2020.
Set forth below is a summary of Aria's volumes sold for the period
from January 1 to September 14, 2021 and the year ended December
31, 2020 (excluding volumes sold by Aria's equity method
investments):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1 to September 14, 2021 |
|
Year Ended December 31, 2020 |
RNG sold (MMBtu) |
|
|
|
|
2,983,816 |
|
|
4,325,757 |
|
Electricity sold (MWh) |
|
|
|
|
469,299 |
|
|
863,959 |
|
RNG volumes decreased for the period from January 1 to September
14, 2021 compared to the year ended December 31, 2020 primarily due
to the shorter operating period and scheduled maintenance at the KC
LFG and SWACO facilities. Power volumes decreased for the period
from January 1 to September 14, 2021 compared to the year ended
December 31, 2020 primarily due the shorter operating period and
the sale of LES Project Holdings LLC (“LESPH”) in June
2021.
Set forth below is a summary of Aria's certain financial
information for the period from January 1 to September 14, 2021 and
the year ended December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
January 1 to September 14, 2021 |
|
Year Ended December 31, 2020 |
|
$ Change |
Revenues and other income
|
|
|
|
|
|
|
$ |
117,589 |
|
|
$ |
138,881 |
|
|
$ |
(21,292) |
|
Costs of sales
|
|
|
|
|
|
|
72,269 |
|
|
112,590 |
|
|
(40,321) |
|
Equity investment income (loss) |
|
|
|
|
|
|
19,777 |
|
|
9,298 |
|
|
10,479 |
|
General and administrative expenses
|
|
|
|
|
|
|
33,737 |
|
|
20,782 |
|
|
12,955 |
|
Operating income (loss)
|
|
|
|
|
|
|
32,707 |
|
|
(10,486) |
|
|
43,193 |
|
Other income (expense), net
|
|
|
|
|
|
|
51,813 |
|
|
(19,437) |
|
|
71,250 |
|
Net income (loss)
|
|
|
|
|
|
|
$ |
84,520 |
|
|
$ |
(29,923) |
|
|
$ |
114,443 |
|
Revenues and Other Income
Revenue and other income decreased by $21.3 million for the period
from January 1 to September 14, 2021 as result of the shorter
operating period, lower LESPH revenue as a result of its sale in
June 2021 and lower construction revenue, partially offset by
higher RIN, natural gas, and power commodity pricing.
Cost of Sales
Cost of sales decreased $40.3 million for the period from January 1
to September 14, 2021 as result of the shorter operating period and
the sale of LESPH, partially offset by higher royalty
costs.
Equity Investment Income (Loss), Net
Equity investment income increased by $10.5 million for the
period from January 1 to September 14, 2021 as a result of Mavrix
income being higher, RIN and gas pricing, and the addition of the
South Shelby RNG facility, partially offset by the effect of the
shorter operating period.
General and Administrative Expenses
General and administrative expenses increased by $13.0 million for
the period from January 1 to September 14, 2021 as a result of
merger-related legal, consulting, and personnel costs.
Other Income (Expense), Net
Other income (expense), net increased by $71.3 million for the
period from January 1 to September 14, 2021 as result of the gain
on extinguishment of debt associated with the LESPH
sale.
Liquidity and Capital Resources (Successor)
Sources and Uses of Funds
Legacy Archaea historically funded its operations and growth with
equity and debt financing. The Company’s primary uses of cash have
been to fund construction of RNG facilities and acquisitions of
complementary businesses and LFG rights. The Company is expected to
primarily finance its project development activities with cash on
hand from the proceeds of the Business Combinations, available
funding under our credit facility as discussed below under “New
Credit Facility,”
and, if we accelerate our growth plans, additional debt or share
issuances.
Further, the Company may also determine to issue long-term debt
securities to fund a portion of its capital program if market
conditions allow. The Company cannot predict with certainty the
timing, amount and terms of any future issuances of any such debt
securities or whether they occur at all.
The amount and timing of the future funding requirements will
depend on many factors, including the pace and results of our
acquisitions and project development efforts. Under the Company's
base 2022 capital expenditure budget, we expect to allocate $130
million to fund optimization projects and new build projects that
are expected to be completed in 2022. As of December 31, 2021, we
had the cash balance described in the paragraph below and
approximately $352.0 million of outstanding indebtedness, including
$218.6 million of outstanding borrowings under the Term Loan
and $133.4 million outstanding on our Assai Notes, and also
had $235.8 million of available borrowing capacity under the
Revolver. We expect that existing cash and cash equivalents,
positive cash flows from operations and available borrowings under
our credit facility will be sufficient to support our working
capital, capital expenditures and other cash requirements for at
least the next twelve months. Accelerating our growth plans may
require additional cash requirements, which would likely be funded
with debt or share issuances. We may, to the extent market
conditions are favorable, incur additional debt to, among other
things, finance future acquisitions of businesses, assets, or
biogas rights, fund development of projects in our backlog, respond
to competition, or for general financial reasons
alone.
Cash
As of December 31, 2021, Archaea had $77.9 million of
unrestricted cash and cash equivalents included in
$91.7 million of total working capital, which together are
expected to provide ample liquidity to fund our current operations
and a portion of our near-term development projects. As of
December 31, 2021, we also had $15.2 million of restricted
cash for payment primarily of construction-related costs for the
Assai RNG facility.
In November 2021, we issued a redemption notice to the holders of
our Redeemable Warrants. During the redemption period ending in
December 2021, we received total proceeds of $107.7 million from
the exercise of Redeemable Warrants.
To minimize dilution to our existing stockholders as a result of
warrant exercises, we used cash proceeds received from exercises of
Redeemable Warrants to repurchase 6,101,449 shares of Class A
Common Stock from Aria Renewable Energy Systems LLC at a
pre-negotiated price of $17.65 per share for a total cost of $107.7
million.
For more information regarding our warrants and the redemption
notice, see “Note 13 - Derivatives Instruments” to our Consolidated
Financial Statements included herein.
New Credit Facilities
On the Closing Date and upon consummation of the Business
Combinations, Archaea Borrower, entered into a $470 million
New Credit Agreement with a syndicate of lenders co-arranged by
Comerica Bank. The New Credit Agreement provides for the Revolver
with an initial commitment of $250 million and a Term Loan with an
initial commitment of $220 million. Pursuant to the New Credit
Agreement, Archaea Borrower has the ability, subject to certain
conditions, to draw upon the Revolver on a revolving basis up to
the amount of the Revolver then in effect. On the Closing Date, the
Company received total proceeds of $220 million under the Term
Loan. As of December 31, 2021, the Company has outstanding
borrowings under the Term Loan of $218.6 million at an effective
interest rate of 3.35% and has not drawn on the Revolver. As of
December 31, 2021, the Company had issued letters of credit
under the New Credit Agreement of $14.2 million, and thus
reducing the borrowing capacity of the Revolver to
$235.8 million. Under the Company's base 2022 capital
expenditure budget, we expect to utilize a portion of available
capacity under the Revolver to fund our near-term development
projects.
Prior to the Archaea Merger, Legacy Archaea had certain other
secured promissory notes and credit facilities in place which were
extinguished at the closing of the Business
Combinations.
Summarized Cash Flows for the Years Ended December 31, 2021
and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
2021 |
|
2020 |
Cash used in operating activities
|
$ |
(28,112) |
|
|
$ |
(5,834) |
|
Cash used in investing activities
|
$ |
(694,551) |
|
|
$ |
(42,319) |
|
Cash provided by financing activities
|
$ |
814,233 |
|
|
$ |
49,226 |
|
Net increase in cash, cash equivalents and restricted
cash
|
$ |
91,570 |
|
|
$ |
1,073 |
|
Cash Used in Operating Activities
The Company generates cash from revenues and uses cash in its
operating activities and for general and administrative
expenses.
Total cash used in operating activities increased by $22.3 million
for the year ended December 31, 2021, which was primarily
related to higher general and administrative expenses due to
increases in employee costs as we continue to build our business,
and operating costs associated with the additions of Boyd County
and PEI. Changes in other working capital accounts were
approximately $24.7 million and related to the timing of
revenue receipts, payable payments and combined company insurance
programs.
Cash Used in Investing Activities
We continue to have significant cash outflows for investing
activities as we expand our business and develop
projects.
Total cash used in investing activities was $694.6 million for the
year ended December 31, 2021. In addition to the Aria Merger,
we spent $147.3 million on development activities and $61.8
million, net of cash acquired, primarily related to the acquisition
of a pipeline that will transport gas to our Assai facility and the
acquisition of four operating LFG to renewable electricity
facilities. Development activities in 2021 are related to
construction at our various plants, including Assai and the Boyd
County facility, as well as biogas rights acquisitions of
$7.8 million. We also made contributions to equity method
investments totaling $22.2 million. For the year ended
December 31, 2021, cash used in investing activities by Aria
and Legacy Archaea, together, was $242.0 million, including
purchases of property, plant and equipment totaling $141.8 million,
primarily related to the development of our Assai and Boyd County
RNG facilities, purchases of equipment for future development
projects and certain asset acquisitions. Also during the year ended
December 31, 2021, Aria and Legacy Archaea acquired certain
assets for $61.8 million, acquired biogas rights for $7.8 million,
and contributed $30.6 million into equity method investments.
During the quarter ended December 31, 2021, purchases of property,
plant and equipment totaled $51.3 million, which were primarily
related to the development of our Assai facility and equipment
purchased for future development projects.
Cash used in investing activities of $42.3 million for the year
ended December 31, 2020 was primarily attributable to acquiring a
majority position in GCES, acquiring biogas rights, and
construction at the Assai production facility.
Cash Provided by Financing Activities
The results of cash provided by financing activities is primarily
attributable to cash proceeds from the Business Combinations,
including the PIPE Financing and proceeds from the RAC trust
account, borrowings from long-term debt under the 3.75% Notes,
the 4.47% Notes, and the New Credit Agreement, offset by certain
debt repayments. This resulted in net cash proceeds of
$815.9 million. In addition, total proceeds of $107.7 million
from the exercise of Redeemable Warrants were used to repurchase
6,101,449 shares of Class A Common Stock from Aria Renewable Energy
Systems LLC.
Cash provided by financing activities of $49.2 million for the year
ended December 31, 2020 was comprised primarily of equity
financing.
Operating Leases
The Company has entered into various operating leases for our
corporate headquarters, other office space, warehouse, and
facilities with third parties for periods ranging from one to
eleven years. The Company also entered into a related-party office
lease as a result of its acquisition of interest GCES in 2020.
During the year ended December 31, 2021, the Company paid $0.2
million under this related-party lease which expires in May
2022.
Long Term Debt
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 million was used to
complete the acquisition of PEI. The remaining proceeds were used
to fund the development of our 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.
New Credit Facilities
On the Closing Date and upon consummation of the Business
Combinations, Archaea Borrower entered into a $470 million New
Credit Agreement with a syndicate of lenders co-arranged by
Comerica Bank. The New Credit Agreement provides for the Revolver
with an initial commitment of $250 million and a Term Loan with an
initial commitment of $220 million. Pursuant to the New Credit
Agreement, Archaea Borrower has the ability, subject to certain
conditions, to draw upon the Revolver on a revolving basis up to
the amount of the Revolver then in effect. On the Closing Date, the
Company received total proceeds of $220 million under the Term
Loan. As of December 31, 2021, the Company has outstanding
borrowings under the Term Loan of $218.6 million at an effective
interest rate of 3.35% and has not drawn on the Revolver. As of
December 31, 2021, the Company had issued letters of credit
under the New Credit Agreement of $14.2 million, and thus
reducing the borrowing capacity of the Revolver to
$235.8 million.
Debt activity for the year ended December 31, 2021 is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
December 31, 2020 |
|
Borrowings |
|
Repayments |
|
December 31, 2021 |
Comerica Bank - Specific Advance Facility Note |
$ |
4,319 |
|
|
$ |
675 |
|
|
$ |
(4,994) |
|
|
$ |
— |
|
Comerica Bank - Previous Revolver |
— |
|
|
12,478 |
|
|
(12,478) |
|
|
— |
|
Comerica Term Loan |
12,000 |
|
|
— |
|
|
(12,000) |
|
|
— |
|
New Credit Agreement - Term Loan |
— |
|
|
220,000 |
|
|
(1,375) |
|
|
218,625 |
|
New Credit Agreement - Revolver |
— |
|
|
— |
|
|
— |
|
|
— |
|
Wilmington Trust - 4.47% Term Note
(1)
|
— |
|
|
60,828 |
|
|
— |
|
|
60,828 |
|
Wilmington Trust - 3.75% Term Note
(1)
|
— |
|
|
72,542 |
|
|
— |
|
|
72,542 |
|
Promissory Notes |
— |
|
|
30,000 |
|
|
(30,000) |
|
|
— |
|
Kubota Corporation - Term Notes |
46 |
|
|
— |
|
|
(46) |
|
|
— |
|
Total |
$ |
16,365 |
|
|
$ |
396,523 |
|
|
$ |
(60,893) |
|
|
$ |
351,995 |
|
_________________________________
(1)
Borrowings were used primarily for construction of the Assai
facility.
See “Note 11 - Debt” in the Notes to Consolidated Financial
Statements for additional information on the Company's debt
instruments.
Material Cash Requirements
The Company has various long-term contractual commitments
pertaining to certain of its biogas rights agreements that include
annual minimum royalty and landfill gas rights payments. Annual
minimum royalty and landfill gas rights payments generally begin
when production commences and continue through the period of
operations. For 2022, the expected annual minimum royalty and
landfill gas rights payments are $5.4 million, and the annual
commitment will
increase as production commences from new facilities under
development with biogas rights agreements that include minimum
payment terms.
The Company has purchase commitments related to construction
services and equipment purchases for the development and upgrade of
facilities of $177.7 million as of December 31, 2021, with
expected cash payments of $174.7 million and $3.0 million
in 2022 and 2023, respectively.
Significant Accounting Policies
This management's discussion and analysis of financial condition
and results of operations are based on our consolidated financial
statements. Our financial statements have been prepared in
conformity with GAAP. For a discussion of our significant
accounting policies, see “Note 2 - Basis of Presentation and
Summary of Significant Accounting Policies.”
Critical Accounting Policies and Estimates
The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amount of assets,
liabilities, revenues and expenses and related disclosure of
contingent assets and liabilities. The estimates and assumptions
used in our financial statements are based upon management’s
evaluation of the relevant facts and circumstances as of the date
of the financial statements. We evaluate our estimates on an
ongoing basis. We base our estimates on historical experience and
on various other assumptions that we believe to be reasonable under
the circumstances. The results form the basis for judgments we make
about the carrying values of assets and liabilities that are not
readily apparent from other sources. Because these estimates can
vary depending on the situation, actual results may differ from the
estimates and assumptions used in preparing the financial
statements.
We identify the most critical accounting policies as those that are
the most pervasive and important to the portrayal of our financial
position and results of operations and that require the most
difficult, subjective and/or complex judgments by management
regarding estimates about matters that are inherently uncertain.
Our critical accounting policies are associated with acquisition
accounting and the judgment used in determining the fair value of
identified assets acquired and liabilities assumed.
Accounting for Business Combinations
The Company applies Accounting Standards Codification (“ASC”)
805,
Business Combinations,
when accounting for acquisitions of a business under GAAP.
Identifiable assets acquired, liabilities assumed and
noncontrolling interest, if applicable, are recorded at their
estimated fair values at the acquisition date. Significant judgment
is required in determining the acquisition date fair value of the
assets acquired and liabilities assumed, predominantly with respect
to property, plant and equipment and intangible assets consisting
of biogas contracts, existing purchase and sales contracts, trade
names and customer relationships. Evaluations include numerous
inputs, including forecasted cash flows that incorporate the
specific attributes of each asset including future natural gas and
electric prices, future Environmental Attribute pricing, cost
inflation factors, and discount rates. For property, plant, and
equipment, we consider the remaining useful life of equipment,
current replacement costs for similar assets, and comparable market
transactions. The Company evaluates all available information, as
well as all appropriate methodologies, when determining the fair
value of assets acquired, liabilities assumed, and noncontrolling
interest, if applicable, in a business combination. In addition,
once the appropriate fair values are determined, the Company must
determine the remaining useful life for property, plant and
equipment and the amortization period and method of amortization
for each finite-lived intangible asset. The estimates of fair
values of assets impact future depreciation and amortization and
the initial amount of goodwill recorded.
Recent Accounting Pronouncements
For a description of the Company’s recently adopted accounting
pronouncements and recently issued accounting standards not yet
adopted, see “Note 3 - Recently Issued and Adopted Accounting
Standards” of the consolidated financial statements appearing in
this Annual Report Form on 10-K.
Inflation
The Company does not believe that inflation had a material impact
on our business, revenues or operating results during the periods
presented.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
As a smaller reporting company, we are not required to provide the
information required by this Item. However, we note that we are
exposed to market risks in the ordinary course of our business.
Market risk is the potential loss that may result from market
changes associated with our power generation or with an existing or
forecasted financial or commodity transaction. These risks
primarily consist of commodity price risk, specifically electricity
and RNG, counterparty credit risk and interest rate
risk.
Commodity Price Risk
Changes in energy commodity prices, such as natural gas and
wholesale electricity prices, could significantly affect our
revenues and expenses. Changes in prices of Environmental
Attributes could have a significant impact on our revenues. We seek
to contract a majority of our RNG volumes under long-term fixed
price off-take agreements. We believe these fixed-price
arrangements will reduce our exposure to fluctuating energy and
commodity prices, as well as the fluctuating prices of
Environmental Attributes. However, if our costs were to rise
unexpectedly, the revenue under our fixed-price contracts would
remain constant, which may result in operating losses.
Counterparty Credit Risk
Credit risk relates to the risk of loss resulting from
non-performance or non-payment by counterparties pursuant to the
terms of their contractual obligations. We monitor and manage
credit risk through credit policies that include: (i) an
established credit approval process, and (ii) the use of credit
mitigation measures such as prepayment arrangements or volumetric
limits. Risks surrounding counterparty performance and credit could
ultimately impact the amount and timing of expected cash flows. We
seek to mitigate counterparty risk by having a diversified
portfolio of counterparties.
Interest Rate Risk
We are exposed to fluctuations in interest rates on borrowings
under the New Credit Agreement. Interest on borrowings under the
New Credit Agreement is based on LIBOR or alternative base rate
plus an applicable rate as stated in the agreement. We entered into
an interest rate swap to set the variable interest rate of a
portion of the New Credit Agreement at a fixed interest rate to
manage our interest rate risk.
Foreign Currency Exchange Rate Risk
We may enter into foreign currency derivative contracts to manage
risk associated with anticipated foreign currency denominated
transactions.
ITEM 8. FINANCIAL INFORMATION AND SUPPLEMENTARY DATA
|
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Archaea Energy Inc.
|
|
|
|
|
|
Audited Consolidated Financial Statements |
|
|
|
|
|
Report of Independent Registered Public Accounting Firm (KPMG US
LLP - PCAOB ID: 185)
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|
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|
|
|
|
|
|
|
|
Aria Energy LLC (Predecessor) |
|
|
|
|
|
Audited Consolidated Financial Statements |
|
|
|
|
|
Report of Independent Registered Public Accounting Firm (KPMG US
LLP - PCAOB ID: 185)
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows – For the period from January
1 to September 14, 2021 and for the year ended
December 31, 2020
|
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting
Firm
To the Stockholders and Board of Directors
Archaea Energy Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of
Archaea Energy Inc. and subsidiaries (the Company) as of December
31, 2021 and 2020, the related consolidated statements of
operations, equity, and cash flows for each of the years in the
two-year period ended December 31, 2021, and the related notes
(collectively, the consolidated financial statements). In our
opinion, the consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of
December 31, 2021 and 2020, and the results of its operations and
its cash flows for each of the years in the two-year period ended
December 31, 2021, in conformity with U.S. generally accepted
accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of
the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due
to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation of the consolidated financial statements. We
believe that our audits provide a reasonable basis for our
opinion.
/s/ KPMG LLP
We have served as the Company’s auditor since 2021.
Philadelphia, Pennsylvania
March 18, 2022
ARCHAEA ENERGY INC.
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except shares and per share data)
|
December 31,
2021 |
|
December 31,
2020 |
ASSETS
|
|
|
|
Current Assets
|
|
|
|
Cash and cash equivalents
|
$ |
77,860 |
|
|
$ |
1,496 |
|
Restricted cash
|
15,206 |
|
|
— |
|
Accounts receivable, net
|
37,010 |
|
|
1,780 |
|
Inventory
|
9,164 |
|
|
— |
|
Prepaid expenses and other current assets |
21,225 |
|
|
4,730 |
|
Total Current Assets
|
160,465 |
|
|
8,006 |
|
Property, plant and equipment, net
|
350,583 |
|
|
52,368 |
|
Intangible assets, net
|
638,471 |
|
|
8,693 |
|
Goodwill
|
29,211 |
|
|
2,754 |
|
Equity method investments |
262,738 |
|
|
— |
|
Other non-current assets |
9,721 |
|
|
2,460 |
|
Total Assets
|
$ |
1,451,189 |
|
|
$ |
74,281 |
|
LIABILITIES AND EQUITY
|
|
|
|
Current Liabilities
|
|
|
|
Accounts payable - trade
|
$ |
11,096 |
|
|
$ |
14,845 |
|
Current portion of long-term debt, net
|
11,378 |
|
|
1,302 |
|
Accrued and other current liabilities
|
46,279 |
|
|
8,270 |
|
Total Current Liabilities
|
68,753 |
|
|
24,417 |
|
Long-term debt, net
|
331,396 |
|
|
14,773 |
|
Derivative liabilities
|
67,424 |
|
|
— |
|
Below-market contracts |
142,630 |
|
|
— |
|
Asset retirement obligations
|
4,677 |
|
|
306 |
|
Other long-term liabilities
|
5,316 |
|
|
3,294 |
|
Total Liabilities
|
620,196 |
|
|
42,790 |
|
Commitments and Contingencies
|
|
|
|
Redeemable Noncontrolling Interests |
993,301 |
|
|
— |
|
Equity |
|
|
|
Members' Equity |
— |
|
|
34,930 |
|
Members' Accumulated Deficit |
— |
|
|
(4,156) |
|
Stockholders' Equity
|
|
|
|
Preferred stock, $0.0001 par value; 10,000,000 authorized; none
issued and outstanding
|
— |
|
|
— |
|
Class A common stock, $0.0001 par value; 900,000,000 shares
authorized; 65,122,200 shares issued and outstanding as of
December 31, 2021 and no shares issued and outstanding as of
December 31, 2020
|
7 |
|
|
— |
|
Class B common stock, $0.0001 par value; 190,000,000 shares
authorized; 54,338,114 shares issued and outstanding as of
December 31, 2021 and no shares issued and outstanding as of
December 31, 2020
|
5 |
|
|
— |
|
Additional paid in capital
|
— |
|
|
— |
|
Accumulated deficit
|
(162,320) |
|
|
— |
|
Total Stockholders' Equity
|
(162,308) |
|
|
— |
|
Nonredeemable noncontrolling interests
|
— |
|
|
717 |
|
Total Equity
|
(162,308) |
|
|
31,491 |
|
Total Liabilities, Redeemable Noncontrolling Interests and
Equity
|
$ |
1,451,189 |
|
|
$ |
74,281 |
|
The accompanying notes are an integral part of these consolidated
financial statements.
57
ARCHAEA ENERGY INC.
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
(in thousands, except shares and per share data)
|
|
|
|
|
2021 |
|
2020 |
Revenues and Other Income
|
|
|
|
|
|
|
|
Energy revenue
|
|
|
|
|
$ |
67,871 |
|
|
$ |
— |
|
Other revenue
|
|
|
|
|
5,817 |
|
|
6,523 |
|
Amortization of intangibles and below-market contracts
|
|
|
|
|
3,438 |
|
|
— |
|
Total Revenues and Other Income
|
|
|
|
|
77,126 |
|
|
6,523 |
|
Equity Investment Income, Net
|
|
|
|
|
5,653 |
|
|
— |
|
Cost of Sales
|
|
|
|
|
|
|
|
Cost of energy
|
|
|
|
|
41,626 |
|
|
— |
|
Cost of other revenues
|
|
|
|
|
4,862 |
|
|
4,752 |
|
Depreciation, amortization and accretion
|
|
|
|
|
16,025 |
|
|
137 |
|
Total Cost of Sales
|
|
|
|
|
62,513 |
|
|
4,889 |
|
General and administrative expenses
|
|
|
|
|
43,827 |
|
|
4,371 |
|
Operating Income (Loss)
|
|
|
|
|
(23,561) |
|
|
(2,737) |
|
Other Income (Expense)
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
|
|
(4,797) |
|
|
(20) |
|
Gain (loss) on derivative contracts
|
|
|
|
|
(3,727) |
|
|
— |
|
Other income (expense)
|
|
|
|
|
1,164 |
|
|
521 |
|
Total Other Income (Expense)
|
|
|
|
|
(7,360) |
|
|
501 |
|
Income (Loss) Before Income Taxes
|
|
|
|
|
(30,921) |
|
|
(2,236) |
|
Income tax benefit
|
|
|
|
|
— |
|
|
— |
|
Net Income (Loss)
|
|
|
|
|
(30,921) |
|
|
(2,236) |
|
Net income (loss) attributable to nonredeemable noncontrolling
interests
|
|
|
|
|
(712) |
|
|
236 |
|
Net income (loss) attributable to Legacy Archaea |
|
|
|
|
(18,744) |
|
|
(2,472) |
|
Net income (loss) attributable to redeemable noncontrolling
interests
|
|
|
|
|
(6,312) |
|
|
— |
|
Net Income (Loss) Attributable to Class A Common Stock
|
|
|
|
|
$ |
(5,153) |
|
|
$ |
— |
|
Net income (loss) per Class A common share:
|
|
|
|
|
|
|
|
Net income (loss) – basic
(1)
|
|
|
|
|
$ |
(0.09) |
|
|
$ |
— |
|
Net income (loss) – diluted
(1)
|
|
|
|
|
$ |
(0.09) |
|
|
$ |
— |
|
Weighted average shares of Class A Common Stock
outstanding:
|
|
|
|
|
|
|
|
Basic
(1)
|
|
|
|
|
56,465,786 |
|
|
— |
|
Diluted
(1)
|
|
|
|
|
56,465,786 |
|
|
— |
|
(1)
Class A Common Stock is outstanding beginning September 15, 2021
due to the reverse recapitalization transaction as described in
Note 4.
The accompanying notes are an integral part of these consolidated
financial statements.
58
ARCHAEA ENERGY INC.
Consolidated Statements of Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
|
|
|
|
|
|
|
|
Total Stockholders' Equity
|
|
|
|
|
(in thousands)
|
Redeemable Noncontrolling
Interests
|
|
Members' Equity
|
|
Members' Accumulated Deficit |
|
Class A
Common
Stock
|
|
Class B
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Nonredeemable Noncontrolling
Interests
|
|
Total
Equity
|
Balance - January 1, 2020
|
$ |
— |
|
|
$ |
2,470 |
|
|
$ |
(1,683) |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
787 |
|
Net income (loss)
|
— |
|
|
— |
|
|
(2,473) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
237 |
|
|
(2,236) |
|
Members' equity contributions
|
— |
|
|
32,460 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
32,460 |
|
Noncontrolling interest in acquired business
acquisition |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
480 |
|
|
480 |
|
Balance - December 31, 2020
|
— |
|
|
34,930 |
|
|
(4,156) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
717 |
|
|
31,491 |
|
Net income (loss) prior to Closing
|
— |
|
|
— |
|
|
(18,744) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(534) |
|
|
(19,278) |
|
Members' equity contributions |
— |
|
|
70 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
70 |
|
Share-based compensation expense prior to Closing
|
— |
|
|
2,349 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,349 |
|
Reclassification in connection with reverse
recapitalization |
— |
|
|
(37,349) |
|
|
22,900 |
|
|
— |
|
|
3 |
|
|
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) |
|
Warrant exercises |
— |
|
|
— |
|
|
— |
|
|
1 |
|
|
— |
|
|
193,540 |
|
|
— |
|
|
— |
|
|
193,541 |
|
Exchange of Class A Opco Units and Class B Common Stock for Class A
Common Stock |
(132,720) |
|
|
— |
|
|
— |
|
|
1 |
|
|
(1) |
|
|
132,720 |
|
|
— |
|
|
— |
|
|
132,720 |
|
Retirement of Class A Common Stock |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(107,690) |
|
|
— |
|
|
(107,690) |
|
Share-based compensation expense |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,721 |
|
|
— |
|
|
— |
|
|
2,721 |
|
Shares withheld for taxes on net settled awards |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(950) |
|
|
— |
|
|
— |
|
|
(950) |
|
Net income (loss) after Closing |
(6,312) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(5,153) |
|
|
(178) |
|
|
(5,331) |
|
Acquisition of nonredeemable noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(795) |
|
|
— |
|
|
(5) |
|
|
(800) |
|
Adjustment of redeemable noncontrolling interests to redemption
amount |
723,571 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(674,094) |
|
|
(49,477) |
|
|
— |
|
|
(723,571) |
|
Balance - December 31, 2021
|
$ |
993,301 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
7 |
|
|
$ |
5 |
|
|
$ |
— |
|
|
$ |
(162,320) |
|
|
$ |
— |
|
|
$ |
(162,308) |
|
The accompanying notes are an integral part of these consolidated
financial statements.
59
ARCHAEA ENERGY INC.
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
(in thousands)
|
2021 |
|
2020 |
Cash flows from operating activities
|
|
|
|
Net income (loss)
|
$ |
(30,921) |
|
|
$ |
(2,236) |
|
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
|
|
|
|
Depreciation, amortization and accretion expense
|
16,025 |
|
|
137 |
|
Amortization of debt issuance costs
|
1,309 |
|
|
— |
|
Amortization of intangibles and below-market contracts
|
(1,479) |
|
|
— |
|
Bad debt expense
|
353 |
|
|
76 |
|
Return on investment in equity method investments
|
8,273 |
|
|
— |
|
Equity in earnings of equity method investments
|
(5,653) |
|
|
— |
|
Total (gains) losses on derivatives, net
|
3,727 |
|
|
— |
|
Net cash received in settlement of derivatives |
80 |
|
|
— |
|
Forgiveness of Paycheck Protection Loan
|
(201) |
|
|
(491) |
|
Stock-based compensation expense
|
5,071 |
|
|
— |
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
Accounts receivable
|
(6,940) |
|
|
(1,385) |
|
Inventory
|
(149) |
|
|
— |
|
Prepaid expenses and other current assets
|
(7,660) |
|
|
(3,252) |
|
Accounts payable - trade
|
(211) |
|
|
(246) |
|
Accrued and other liabilities
|
276 |
|
|
1,563 |
|
Other non-current assets |
(4,231) |
|
|
— |
|
Other long-term liabilities |
(5,781) |
|
|
— |
|
Net cash used in operating activities
|
(28,112) |
|
|
(5,834) |
|
Cash flows from investing activities
|
|
|
|
Acquisition of Aria, net of cash acquired
|
(463,334) |
|
|
— |
|
Acquisition of assets and businesses, excluding Aria
|
(61,830) |
|
|
(14,249) |
|
Additions to property, plant and equipment
|
(139,467) |
|
|
(20,169) |
|
Purchases of biogas rights
|
(7,802) |
|
|
(7,901) |
|
Contributions to equity method investments
|
(22,175) |
|
|
— |
|
Return of investment in equity method investments |
57 |
|
|
— |
|
Net cash used in investing activities
|
(694,551) |
|
|
(42,319) |
|
Cash flows from financing activities
|
|
|
|
Borrowings on line of credit agreement
|
12,478 |
|
|
— |
|
Repayments on line of credit agreement
|
(12,478) |
|
|
— |
|
Proceeds from long-term debt, net of issuance costs
|
367,930 |
|
|
16,075 |
|
Repayments of long-term debt
|
(48,415) |
|
|
— |
|
Proceeds from PPP Loan
|
— |
|
|
691 |
|
Proceeds from reverse recapitalization and PIPE
Financing
|
496,425 |
|
|
— |
|
Capital contributions
|
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 |
(950) |
|
|
— |
|
Acquisition of nonredeemable noncontrolling interest
|
(800) |
|
|
— |
|
Net cash provided by financing activities
|
814,233 |
|
|
49,226 |
|
Net increase (decrease) in cash, cash equivalents and restricted
cash
|
91,570 |
|
|
1,073 |
|
Cash, cash equivalents and restricted cash - beginning of
period
|
1,496 |
|
|
423 |
|
Cash, cash equivalents and restricted cash - end of
period
|
$ |
93,066 |
|
|
$ |
1,496 |
|
|
|
|
|
Supplemental cash flow information
|
|
|
|
Cash paid for interest
(1)
|
$ |
3,903 |
|
|
$ |
44 |
|
Non-cash investing activities
|
|
|
|
Accruals of property, plant and equipment and biogas rights
incurred but not paid
|
$ |
20,296 |
|
|
$ |
17,542 |
|
(1)
Net of capitalized interest of $7.9 million and $0.6 million
for the years ended December 31, 2021 and 2020,
respectively.
The accompanying notes are an integral part of these consolidated
financial statements.
60
ARCHAEA ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - Organization and Description of Business
Archaea Energy Inc. (“Archaea”), a Delaware corporation (formerly
named Rice Acquisition Corp.), is one of the largest RNG producers
in the U.S., with an industry-leading RNG platform primarily
focused on capturing and converting waste emissions from landfills
and anaerobic digesters into low-carbon RNG and electricity. As of
December 31, 2021, Archaea owns, through wholly-owned entities
or joint ventures, a diversified portfolio of 29 LFG recovery and
processing facilities across 18 states, including 11 operated
facilities that produce pipeline-quality RNG and 18 LFG to
renewable electricity production facilities, including one
non-operated facility and one facility that is not
operational.
Archaea develops, designs, constructs, and operates RNG facilities.
Archaea has entered into long-term agreements with biogas site
hosts which grant the rights to utilize gas produced at their sites
and to construct and operate facilities on their sites to produce
RNG and renewable electricity.
On September 15, 2021, Archaea consummated the previously announced
business combinations pursuant to (i) the Business Combination
Agreement, dated April 7, 2021 (as amended, the “Aria Merger
Agreement”), by and among Rice Acquisition Corp., a Delaware
corporation (“RAC”), Rice Acquisition Holdings LLC, a Delaware
limited liability company and direct subsidiary of RAC (“RAC
Opco”), LFG Intermediate Co, LLC, a Delaware limited liability
company and direct subsidiary of RAC Opco (“RAC Intermediate”), LFG
Buyer Co, LLC, a Delaware limited liability company and direct
subsidiary of RAC Intermediate (“RAC Buyer”), Inigo Merger Sub,
LLC, a Delaware limited liability company and direct subsidiary of
RAC Buyer (“Aria Merger Sub”), Aria Energy LLC, a Delaware limited
liability company (“Aria”), and Aria Renewable Energy Systems LLC,
a Delaware limited liability company, pursuant to which, among
other things, Aria Merger Sub was merged with and into Aria, with
Aria surviving the merger and becoming a direct subsidiary of RAC
Buyer, on the terms and subject to the conditions set forth therein
(the transactions contemplated by the Aria Merger Agreement, the
“Aria Merger”), and (ii) the Business Combination Agreement, dated
April 7, 2021 (as amended, the “Archaea Merger Agreement” and,
together with the Aria Merger Agreement, the “Business Combination
Agreements”), by and among RAC, RAC Opco, RAC Intermediate, RAC
Buyer, Fezzik Merger Sub, LLC, a Delaware limited liability company
and direct subsidiary of RAC Buyer (“Archaea Merger Sub”), Archaea
Energy LLC, a Delaware limited liability company, and Archaea
Energy II LLC, a Delaware limited liability company (“Legacy
Archaea”), pursuant to which, among other things, Archaea Merger
Sub was merged with and into Legacy Archaea, with Legacy Archaea
surviving the merger and becoming a direct subsidiary of RAC Buyer,
on the terms and subject to the conditions set forth therein (the
transactions contemplated by the Archaea Merger Agreement, the
“Archaea Merger” and, together with the Aria Merger, the “Business
Combinations”). As further discussed in “Note 4 - Business
Combinations and Reverse Recapitalization,” Legacy Archaea was
determined to be the accounting acquirer of the Business
Combinations, and Aria was determined to be the predecessor to the
Company. Unless the context otherwise requires, “the Company,”
“we,” “us,” and “our” refer, for periods prior to the completion of
the Business Combinations, to Legacy Archaea and its subsidiaries
and, for periods upon or after the completion of the Business
Combinations, to Archaea Energy Inc. and its subsidiaries,
including Legacy Archaea and Aria Energy LLC.
Archaea has retained its “up-C” structure, whereby (i) all of the
equity interests in Aria and Legacy Archaea are held indirectly by
Opco through RAC Buyer and RAC Intermediate, (ii) Archaea’s only
assets are its equity interests in Opco, and (iii) Sponsor, Atlas,
the RAC independent directors, the Legacy Archaea Holders and the
Aria Holders own economic interests directly in Opco. In connection
with the consummation of the Business Combinations, Rice
Acquisition Holdings LLC was renamed LFG Acquisition Holdings LLC.
In accordance with ASC 810 -
Consolidation,
Opco is considered a VIE with Archaea as its sole managing member
and primary beneficiary. As such, Archaea consolidates Opco, and
the remaining unitholders that hold economic interests directly in
Opco are presented as redeemable noncontrolling interests on the
Company’s financial statements.
Opco issued additional Class A Opco Units as part of the
consideration in the Business Combinations. Subsequent to the
Business Combinations, transactions impacting the ownership of
Class A Opco Units resulted from Redeemable Warrant exercises,
repurchases from Aria Renewable Energy Systems LLC, redemption of
certain other Class A Opco Units in exchange for Class A Common
Stock, and issuances related to vested RSUs. The ownership
structure of Opco upon closing of the Business Combinations and as
of December 31, 2021, which gives rise to the redeemable
noncontrolling interest at Archaea, is as follows:
ARCHAEA ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
September 15, 2021 |
Equity Holder
|
Class A Opco Units
|
|
% Interest
|
|
Class A Opco Units
|
|
% Interest
|
Archaea
|
65,122,200 |
|
|
54.5 |
% |
|
52,847,195 |
|
|
45.9 |
% |
Total controlling interests
|
65,122,200 |
|
|
54.5 |
% |
|
52,847,195 |
|
|
45.9 |
% |
Aria Holders
|
15,056,379 |
|
|
12.6 |
% |
|
23,000,000 |
|
|
20.0 |
% |
Legacy Archaea Holders
|
33,350,385 |
|
|
27.9 |
% |
|
33,350,385 |
|
|
29.0 |
% |
Sponsor, Atlas and RAC independent directors
|
5,931,350 |
|
|
5.0 |
% |
|
5,931,350 |
|
|
5.2 |
% |
Total redeemable noncontrolling interests
|
54,338,114 |
|
|
45.5 |
% |
|
62,281,735 |
|
|
54.1 |
% |
Total
|
119,460,314 |
|
|
100.0 |
% |
|
115,128,930 |
|
|
100.0 |
% |
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 basis, subject to adjustment for stock
splits, stock dividends, reorganizations, recapitalizations and the
like, or (ii) a corresponding amount of cash.
NOTE 2 - Basis of Presentation and Summary of Significant
Accounting Policies
Basis of Presentation
These consolidated financial statements and notes are prepared in
accordance with accounting principles generally accepted in the
United States of America (“GAAP”) and in accordance with the rules
and regulations of the SEC. These financial statements reflect all
adjustments that are, in the opinion of management, necessary to
present fairly the results for the periods presented. The Company's
accounting policies conform to GAAP and have been consistently
applied in the presentation of financial statements. The Company's
consolidated financial statements include all wholly-owned
subsidiaries and all variable interest entities with respect to
which the Company determined it is the primary
beneficiary.
The Archaea Merger with RAC was accounted for as a reverse
recapitalization with Legacy Archaea deemed the accounting
acquirer, and therefore, there was no step-up to fair value of any
RAC assets or liabilities and no goodwill or other intangible
assets were recorded. The Aria Merger was accounted for using the
acquisition method of accounting with Aria deemed to be the
acquiree for accounting purposes. The Company also determined that
Aria is the Company's predecessor and therefore has included the
historical financial statements of Aria as predecessor beginning on
page
93.
The Company recorded the fair value of the net assets acquired from
Aria as of the Business Combination Closing Date, and goodwill was
recorded. See “Note 4 - Business Combinations and Reverse
Recapitalization” for additional information regarding the Archaea
Merger and Aria Merger.
Principles of Consolidation
The consolidated financial statements include the assets,
liabilities and results of operations of the Company and its
consolidated subsidiaries beginning on September 15, 2021, which
includes approximately 3.5 months of the combined results of the
businesses of Legacy Archaea and Aria as operated by the Company
after the Business Combination for the year ended December 31,
2021. The consolidated assets, liabilities and results of
operations prior to the September 15, 2021 reverse
recapitalization are those of Legacy Archaea, the accounting
acquirer.
The Company has determined that Opco is a VIE and the Company is
the primary beneficiary. Therefore, the Company consolidates Opco,
and ownership interests of Opco not owned by the Company are
reflected as redeemable noncontrolling interests due to certain
features of the redemption right. See “Note 16 - Redeemable
Noncontrolling Interest and Stockholders' Equity.” Entities that
are majority-owned by Opco are consolidated. Certain investments in
entities are accounted for as equity method investments and
included separately in the Company’s consolidated balance
sheets.
All intercompany balances and transactions have been
eliminated.
ARCHAEA ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section
2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy
statements, and exemptions from the requirements of holding a
nonbinding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously
approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth
companies from being required to comply with new or revised
financial accounting standards until private companies (that is,
those that have not had a Securities Act registration statement
declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or
revised financial accounting standards. The JOBS Act provides that
an emerging growth company can elect to opt out of the extended
transition period and comply with the requirements that apply to
non-emerging growth companies but any such an election to opt out
is irrevocable. The Company has elected not to opt out of such
extended transition period, which means that when a standard is
issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company,
can adopt the new or revised standard at the time private companies
adopt the new or revised standard.
This may make the comparison of the Company’s consolidated
financial statements with another public company that is neither an
emerging growth company nor an emerging growth company that has
opted out of using the extended transition period difficult or
impossible because of the potential differences in accounting
standards used. The Company will re-evaluate its status as an
emerging growth company in June 2022 at which time it may no longer
qualify as an emerging growth company.
Use of Estimates
The preparation of consolidated financial statements in conformity
with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue
and expenses, as well as contingent assets and liabilities. The
estimates and assumptions used in the accompanying financial
statements are based upon management’s evaluation of the relevant
facts and circumstances as of the date of the financial statements.
Actual results may differ from the estimates and assumptions used
in preparing the accompanying consolidated financial
statements.
Noncontrolling and Redeemable Noncontrolling Interest
Noncontrolling interest represents the portion of equity ownership
in subsidiaries that is not attributable to the stockholders’
equity of the Company. Noncontrolling interests are initially
recorded at the transaction price which is equal to their fair
value, and the amount is subsequently adjusted for the
proportionate share of earnings and other comprehensive income
attributable to the noncontrolling interests and any dividends or
distributions paid to the noncontrolling interests. Effective with
the consummation of the Business Combinations, noncontrolling
interest includes the economic interest of Class A Opco Units not
owned by the Company, which has been classified as redeemable
noncontrolling interest due to certain provisions that allow for
cash settlement of the redemption right at the Company’s election.
See “Note 16 - Redeemable Noncontrolling Interest and Stockholders'
Equity.”
Fair Value Measurements
Fair value is defined as the price that would be received to sell
an asset or the price paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
Fair value measurements are based upon inputs that market
participants use in pricing an asset or liability, which are
characterized according to a hierarchy that prioritizes those
inputs based on the degree to which they are observable. Observable
inputs represent market data obtained from independent sources,
whereas unobservable inputs reflect a company's own market
assumptions, which are used if observable inputs are not reasonably
available without undue cost and effort. The fair value input
hierarchy level to which an asset or liability measurement in its
entirety falls is determined based on the lowest level input that
is significant to the measurement in its entirety.
ARCHAEA ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The three input levels of the fair value hierarchy are as
follows:
•Level
1 inputs use quoted prices in active markets for identical assets
or liabilities that the Company has the ability to
access.
•Level
2 inputs use other inputs that are observable, either directly or
indirectly. These Level 2 inputs include quoted prices for similar
assets and liabilities in active markets, and other inputs such as
interest rates and yield curves that are observable at commonly
quoted intervals.
•Level
3 inputs are unobservable inputs, including inputs that are
available in situations where there is little, if any, market
activity for the related asset. These Level 3 fair value
measurements are based primarily on management’s own estimates
using pricing models, discounted cash flow methodologies, or
similar techniques taking into account the characteristics of the
asset.
The Company’s assessment of the significance of particular inputs
to these fair value measurements requires judgment and considers
factors specific to each asset or liability.
The Company’s financial assets and liabilities are classified based
on the lowest level of input that is significant for the fair value
measurement. The Company reflects transfers between the three
levels at the beginning of the reporting period in which the
availability of observable inputs no longer justifies
classification in the original level.
Revenue Recognition
The Company generates revenues from the production and sales of
RNG, Power, and associated Environmental Attributes, as well as the
performance of other landfill energy O&M services. The Company
also manufactures and sells customized pollution control equipment
and performs associated maintenance agreement services. Based on
requirements of GAAP, a portion of revenue is accounted for under
ASC 840 -
Leases
and a portion under ASC 606 -
Revenue from Contracts with Customers.
Under ASC 840, lease revenue is recognized generally upon delivery
of RNG and electricity. Under ASC 606,
revenue is recognized when (or as) the Company satisfies its
performance obligation(s) under the contract by transferring the
promised product or service either when (or as) its customer
obtains control of the product or service, including RNG,
electricity and their related Environmental Attributes. A
performance obligation is a promise in a contract to transfer a
distinct product or service to a customer. A contract’s transaction
price is allocated to each distinct performance obligation. Revenue
is measured as the amount of consideration the Company expects to
receive in exchange for transferring its products or
services.
Based on the terms of the related sales agreements, the amounts
recorded under ASC 840 as lease revenue are generally consistent
with revenue recognized under ASC 606.
RNG
The Company’s RNG production commenced in 2021 at its Boyd County
facility and has expanded with the acquisition of Aria, which at
the time of the Business Combinations owned and operated nine RNG
facilities, and with the achievement of commercial operations at
the Assai facility in December 2021. The Company has long-term
off-take contracts with creditworthy counterparties for the sale of
RNG and related Environmental Attributes. Certain long-term
off-take contracts for current production are accounted for as
operating leases and have no minimum lease payments. The rental
income under these leases is recorded as revenue when the RNG is
delivered to the customer. RNG not covered by off-take contracts is
sold under short-term market-based contracts. When the performance
obligation is satisfied through the delivery of RNG to the
customer, revenue is recognized. The Company receives payments from
the sale of RNG production within one month after
delivery.
The Company also earns revenue by selling Environmental Attributes,
including RINs and LCFS credits, which are generated when producing
and selling RNG for use in certain transportation markets. These
Environmental Attributes are able to be separated and sold
independent from the RNG produced, therefore, no cost is allocated
to the Environmental Attributes when they are generated. When the
RNG and RIN are sold on a bundled basis under the same contract,
revenue is recognized when the RNG is produced and the RNG and
associated RIN are transferred to a third party. For RIN and LCFS
sales that are under contracts independent from RNG sales, revenue
is recognized when the RIN or LCFS is transferred to a third
party.
ARCHAEA ENERGY INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Power
The Company’s Power production commenced in April 2021 following
the acquisition of PEI and has expanded as a result of the
acquisition of Aria, which at the time of the Business Combinations
owned, and in most cases operated, twelve LFG to renewable
electricity facilities, and the subsequent acquisition of four
additional LFG to electricity facilities. A significant portion of
the electricity generated is sold and delivered under the terms of
PPAs or other contractual arrangements. Revenue is recognized based
upon the amount of electricity delivered at rates specified under
the contracts. Certain PPAs are accounted for as operating leases
and have no minimum lease payments. All of the rental income under
these leases is recorded as revenue when the electricity is
delivered. Power not covered by PPAs is typically sold under a
market-based contract with an RTO or in the wholesale markets. When
the performance obligation is satisfied through the delivery of
Power to the customer, revenue is recognized. The Company receives
payments from the sale of power production within one month after
delivery.
Electricity is also sold through energy wholesale markets (NYISO,
ISO-NE, and PJM) into the day-ahead market. Revenue is recognized
based upon the amount of electricity delivered into the day-ahead
market and the day-ahead market’s clearing prices.
The Company also sells capacity into the month-ahead and three-year
ahead markets in the wholesale markets noted above. Capacity
revenues are recognized when contractually earned and consist of
revenues billed to a third party at a negotiated contract price for
making installed generation capacity available to satisfy system
integrity and reliability requirements.
The Company also earns revenue by selling RECs, which are generated
when producing and selling Power generated from renewable energy.
These RECs are able to be separated and sold independent from the
Power produced, therefore, no cost is allocated to the RECs when
they are generated. For REC sales that are under contracts
independent from Power sales, revenue is recognized when the REC is
transferred to a third party. For REC sales that are bundled with
Power sales, revenue is recognized at the time Power is produced
when a sales agreement exists for the RECs.
Operation and Maintenance (“O&M”)
The Company also generates revenues by providing O&M services
at projects owned by third parties which are also included in
Energy revenue. In addition, the Company also provides O&M
services at projects owned by its equity method investment, Mavrix.
Revenue for these services is recognized upon the services being
provided following contractual arrangements primarily based on the
production of RNG or Power from the project.
Equipment and Associated Services
The Company’s performance obligations related to the sales of
equipment are satisfied over time because the Company’s performance
under each customer contract produces 1) an asset with no
alternative future use to the entity, because each products
solution is customized to the specific needs of each customer and
2) the Company has an enforceable right to payment under the
customer termination provisions for convenience. The Company
measures progress under these arrangements using an input method
based on costs incurred.
The Company’s performance obligations related to the sales of the
associated services are satisfied over time because the customer
simultaneously receives and consumes the benefits provided by the
Company’s performance as it performs. The Company elected to
recognize the sales of the associated services using the
“right-to-invoice” practical expedient.
See “Note 5 - Revenues” for further discussion.
Business Combinations
For business combinations that meet the accounting definition of a
business, the Company determines and allocates the purchase price
of an acquired company to the tangible and intangible assets
acquired, the liabilities assumed, and noncontrolling interest, if
applicable, as of the date of acquisition at fair value. Fair value
may be estimated using comparable market data, a discounted cash
flow method, or a combination of the two. In the discounted cash
flow method, estimated future cash flows are based on management’s
expectations for the future and can include estimates of
future