Quarterly report pursuant to Section 13 or 15(d)

Redeemable and Nonredeemable Noncontrolling Interest and Stockholders??? Equity

v3.22.2.2
Redeemable and Nonredeemable Noncontrolling Interest and Stockholders’ Equity
 9 Months Ended
Sep. 30, 2022
Equity [Abstract]  
Redeemable and Nonredeemable Noncontrolling Interest and Stockholders’ Equity
NOTE 15 – Redeemable and Nonredeemable Noncontrolling Interest and Stockholders’ Equity
Redeemable Noncontrolling Interest
The redeemable noncontrolling interest relates to Class A Opco Units, including units issued in connection with the Business Combinations and units owned by the Sponsor (or their transferees), Atlas or the Company’s directors. As of September 30, 2022, the Company directly owned approximately 67.6% of the interest in Opco and the redeemable noncontrolling interest was 32.4%. As of December 31, 2021, the Company owned approximately 54.5% of the interest in Opco and the redeemable noncontrolling interest was 45.5%. Holders of Class A Opco Units other than Archaea own an equal number of shares of Class B Common Stock and have a redemption right, subject to certain limitations, to redeem Class A Opco Units and a corresponding number of shares of Class B Common Stock for, at Opco’s option, (i) shares of Class A Common Stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, or (ii) a corresponding amount of cash. Due to the cash redemption provisions of the redemption right, the Company has accounted for the redeemable noncontrolling interest as temporary equity.
Stockholders’ Equity
In March 2022, the Company supported an underwritten public offering in which Aria Renewable Energy Systems LLC sold 14,942,643 shares of our Class A Common Stock (the “Ares Secondary Offering”). The Ares Secondary Offering resulted in no proceeds to the Company and a decrease of 14,942,643 shares of outstanding Class B Common Stock and a corresponding increase of 14,942,643 shares of outstanding Class A Common Stock.
The following is a summary of Class A Common Stock and Class B Common Stock activity for the nine months ended September 30, 2022:
(in shares) Class A Common Stock Class B Common Stock
Balance at December 31, 2021
 65,122,200  54,338,114 
Issued for warrant exercises 695,124  — 
Exchange of Class B Common Stock for Class A Common Stock 15,285,446  (15,285,446)
Issued for vested RSUs 317,572  — 
Shares issued to vendor 172,295  — 
Outstanding at September 30, 2022
 81,592,637  39,052,668 
Nonredeemable Noncontrolling Interests
As discussed in “Note 4 - Business Combinations and Reverse Recapitalization,” the Company owns a 60% controlling interest in the Lightning JV. Nonredeemable noncontrolling interests on the Company’s consolidated balance sheets represent the carrying value of the 40% equity ownership in the Lightning JV that is not attributable to the Company.