Archaea Energy Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Net Earnings (Loss) Per Share

Net Earnings (Loss) Per Share

9 Months Ended

Sep. 30, 2022

NOTE 18 – Net Earnings (Loss) Per Share

The Archaea Merger was accounted for as a reverse recapitalization and is treated as the equivalent of Legacy Archaea receiving proceeds for the issuance of the outstanding shares of Class A Common Stock and Class B Common Stock, as well as the warrants, of Rice Acquisition Corp. accompanied by a recapitalization. Therefore, Class A Common Stock is deemed to be outstanding beginning at the Closing due to the reverse recapitalization.

The Company’s basic earnings per share (“EPS”) of Class A Common Stock is computed based on the average number of shares of Class A Common Stock outstanding for the period. Diluted EPS includes the effects of the Company’s outstanding RSUs, PSUs and Private Placement Warrants, unless the effects are anti-dilutive to EPS.

The following provides a reconciliation between basic and diluted EPS attributable to Class A Common Stock for the three and nine months ended September 30, 2022 and 2021.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2022		2021		2022		2021
Net income (loss) attributable to Class A Common shares - basic	$	(14,991)	$	(7,011)	$	(11,468)	$	(7,011)
Less gain in fair value of Private Placement Warrants	—		—		(2,306)		—
Net income (loss) attributable to Class A Common shares - diluted	$	(14,991)	$	(7,011)	$	(13,774)	$	(7,011)

Weighted average number of Class A Common shares outstanding - basic	81,045		52,847		76,035		52,847
Effect of dilutive Private Placement Warrants	—		—		2,508		—

Weighted average number of Class A Common shares outstanding - diluted	81,045		52,847		78,543		52,847
Net income (loss) per share of Class A Common Stock
Basic	$	(0.18)	$	(0.13)	$	(0.15)	$	(0.13)
Diluted	$	(0.18)	$	(0.13)	$	(0.18)	$	(0.13)

For the three months ended September 30, 2022, weighted-average total warrants of 6,094,812 and RSUs and PSUs of 1,430,225, and for the nine months ended September 30, 2022, weighted-average RSUs and PSUs of 1,223,249 were excluded from the diluted Class A Common Stock shares as their effect would have been anti-dilutive. For the three and nine months ended September 30, 2021, weighted-average total warrants of 18,883,492 and RSUs of 140,000 were excluded from the diluted Class A Common Stock shares as their effect would have been anti-dilutive.