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Investments in Other Entities and Noncontrolling Interest in a Subsidiary | 6 Months Ended
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Jun. 30, 2024
Investments, All Other Investments [Abstract] |
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | Note 3— Investments in Other Entities and Noncontrolling Interest in a Subsidiary TotalEnergies Joint Venture On March 3, 2021, the Company entered into an agreement (the “TotalEnergies JV Agreement”) with TotalEnergies S.E. (“TotalEnergies”) to create 50-50 joint ventures to develop anaerobic digester gas (“ADG”) RNG production facilities in the United States. Pursuant to the TotalEnergies JV Agreement, each ADG RNG production facility project will be formed as a separate limited liability company (“LLC”) that is owned 50-50 by the Company and TotalEnergies, and contributions to such LLCs count toward the TotalEnergies JV Equity Obligations (as defined below). The TotalEnergies JV Agreement contemplates investing up to $400.0 million of equity in production projects, and TotalEnergies and the Company each committed to initially provide $50.0 million (the “TotalEnergies JV Equity Obligations”). In October 2021, TotalEnergies and the Company executed a LLC agreement (the “DR Development Agreement”) for an ADG RNG production facility project (the “DR JV”), and, in November 2021, TotalEnergies and the Company each contributed an initial $4.8 million to the DR JV. On June 27, 2023, the DR JV issued a capital call for $11.0 million in additional funding, requiring TotalEnergies and the Company each to contribute $5.5 million. On June 28, 2023, the Company contributed $5.5 million and advanced $5.5 million to the DR JV. Funds from the capital call were used to fund required loan reserves and to paydown outstanding liabilities of the DR JV. In December 2023, the $5.5 million advance was refunded to the Company by the DR JV. The Company accounts for its interest in the LLC using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the LLC’s operations. The Company recorded a loss of $1.0 million and $0.5 million from the LLC’s operations in the three months ended June 30, 2023 and 2024, respectively, and a loss of $1.4 million and $0.9 million from the LLC’s operations in the six months ended June 30, 2023 and 2024, respectively. The Company had an investment balance of $7.5 million and $6.6 million as of December 31, 2023 and June 30, 2024, respectively. bp Joint Venture On April 13, 2021, the Company entered into an agreement (the “bp JV Agreement”) with BP Products North America, Inc. (“bp”) that created a 50-50 joint venture (the “bpJV”) to develop, own and operate new ADG RNG production facilities in the U.S. Pursuant to the bp JV Agreement, bp and the Company committed to provide $50.0 million and $30.0 million, respectively, with bp and the Company each receiving 30.0 million of Class A Units in the bpJV and bp also receiving 20.0 million of Class B Units in the bpJV. bp’s initial $50.0 million contribution was made on April 13, 2021 and consisted of all unpaid principal outstanding under the loan agreement dated December 18, 2020, pursuant to which bp advanced $50.0 million to the Company to fund capital costs and expenses incurred prior to formation of the bpJV, including capital costs and expenses for permitting, engineering, equipment, leases and feed stock rights. Pursuant to the bp JV Agreement, the Company had the option, exercisable prior to August 31, 2021 (the “bp Option”), to commit an additional $20.0 million to the bpJV upon which bp’s Class B Units would convert into Class A Units. On June 21, 2021, the Company contributed $50.2 million to the bpJV, which consisted of (i) its initial contribution commitment of $30.0 million, (ii) the $20.0 million additional contribution to effect the conversion of bp’s Class B Units into Class A Units pursuant to the Company’s exercise of the bp Option, and (iii) $0.2 million for interest in accordance with the bp JV Agreement to effect the conversion of bp’s Class B Units into Class A Units. On December 20, 2023, the bpJV issued a capital call in the amount of $135.9 million. As a result, bp and the Company each contributed $67.95 million to the bpJV by December 31, 2023. Proceeds of this capital call have been used to develop ADG RNG projects and to fund bpJV’s working capital needs. As of June 30, 2024, the Company and bp each own 50% of the bpJV, and all of the RNG produced from projects developed and owned by the bpJV will be available to the Company for sale as vehicle fuel pursuant to the Company’s marketing agreement with bp. The Company accounts for its interest in the bpJV using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the bpJV’s operations. The Company recorded a loss of $0.2 million and $3.1 million from this investment in the three months ended June 30, 2023 and 2024, respectively, and a loss of $0.6 million and $5.9 million from this investment in the six months ended June 30, 2023 and 2024, respectively. The Company had an investment balance in the bpJV of $220.3 million and $214.4 million as of December 31, 2023 and June 30, 2024, respectively. Maas Energy Works, LLC Joint Development On May 8, 2024, the Company entered into a joint development agreement (the “Maas JDA”) with Maas Energy Works, LLC (“Maas”), granting the Company exclusive right to acquire, fund and participate in the development of certain ADG RNG production projects at dairy farms subject to its due diligence. Pursuant to the Maas JDA, the Company will provide financing to fund the development, construction, operation and maintenance of approved ADG RNG production projects, and Maas will manage and oversee the development, construction, operations and maintenance of such approved projects. The Company contemplates investing up to $132.0 million of equity capital in production projects in connection with the Maas joint development. Any RNG produced from projects developed and constructed in connection with the Maas joint development will be available to the Company for sale as vehicle fuel. Pursuant to the Maas JDA, each approved ADG RNG production project will be formed as a separate, special purpose project limited liability company that will be wholly-owned by a holding company (collectively, the “Project LLC”), which is jointly controlled by Maas and the Company. The Company accounts for its interest in the Project LLC using the equity method of accounting because it has the ability to exercise significant influence but does not control the Project LLC’s operations. No income or loss was recorded from the Project LLC’s operations in the three and six months ended June 30, 2023 and 2024. Subsequent to June 30, 2024, the Project LLC issued a capital call in the amount of $2.0 million, which was contributed by the Company in July 2024. Proceeds of the capital call will be used to develop and construct ADG RNG projects. The Company had an investment balance of $0.0 million and $1.1 million as of December 31, 2023 and June 30, 2024, respectively. SAFE&CEC S.r.l. On November 26, 2017, the Company, through its former subsidiary, IMW Industries Ltd. (formerly known as Clean Energy Compression Corp.) (“CEC”), entered into an investment agreement with Landi Renzo S.p.A. (“LR”), an alternative fuels company based in Italy. Pursuant to the investment agreement, the Company and LR agreed to combine their respective natural gas compressor fueling systems manufacturing subsidiaries, CEC and SAFE S.p.A, into a new company, SAFE&CEC S.r.l. (such combination transaction is referred to as the “CEC Combination”). SAFE&CEC S.r.l. is focused on manufacturing, selling and servicing natural gas fueling compressors and related equipment for the global natural gas fueling market. At the closing of the CEC Combination on December 29, 2017, the Company owned 49% of SAFE&CEC S.r.l., and LR owned 51% of SAFE&CEC S.r.l. The Company accounts for its interest in SAFE&CEC S.r.l. using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over SAFE&CEC S.r.l.’s operations. The Company recorded a gain of $0.2 million and a loss of $0.8 million in the three months ended June 30, 2023 and 2024, respectively, and a loss of $0.3 million and $1.9 million in the six months ended June 30, 2023 and 2024, respectively. The Company had an investment balance in SAFE&CEC S.r.l. of $21.2 million and $18.2 million as of December 31, 2023 and June 30, 2024, respectively. NG Advantage On October 14, 2014, the Company entered into a Common Unit Purchase Agreement (“UPA”) with NG Advantage, LLC (“NG Advantage”) for a 53.3% controlling interest in NG Advantage. Subsequently, the Company’s controlling interest increased in connection with various equity and financing arrangements with NG Advantage. As of June 30, 2024, the Company’s controlling interest in NG Advantage was 93.3%. NG Advantage is engaged in the business of transporting CNG in high-capacity trailers to industrial and institutional energy users, such as hospitals, food processors, manufacturers and paper mills that do not have direct access to natural gas pipelines. The Company recorded a loss attributable to the noncontrolling interest in NG Advantage of $0.2 million in the three months ended June 30, 2023 and 2024, and a loss attributable to the noncontrolling interest in NG Advantage of $0.3 million in the six months ended June 30, 2023 and 2024. The carrying value of the noncontrolling interest was $6.9 million and $6.5 million as of December 31, 2023 and June 30, 2024, respectively. Investments in Equity Securities For investments in equity securities of privately held entities without readily determinable fair values, the Company measures such investments at cost, adjusted for impairment, if any, and observable price changes in orderly transactions for the identical or similar investment of the same issuer. As of December 31, 2023 and June 30, 2024, the Company had an investment balance recorded at cost of $8.0 million and $8.1 million, respectively. The Company did not recognize any adjustments to the recorded cost basis in the three and six months ended June 30, 2023 and 2024.

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