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Investments in Other Entities and Noncontrolling Interest in a Subsidiary
12 Months Ended
Dec. 31, 2018
Investments, All Other Investments [Abstract]  
Investments in Other Entities and Noncontrolling Interest in a Subsidiary
nvestments in Other Entities and Noncontrolling Interest in a Subsidiary
SAFE&CEC S.r.l.
On December 29, 2017, the Company obtained a 49% ownership interest in SAFE&CEC S.r.l. See Note 4 for more information.
Summarized financial information for SAFE&CEC S.r.l. is as follows:
 
 
For the Year Ended December 31, 2018
Revenue
 
$
68,373

Gross profit
 
$
20,124

Operating loss
 
$
(4,881
)
Net loss
 
$
(5,449
)
 
 
As of December 31, 2018
Current assets
 
$
42,568

Non-current assets
 
48,629

Total assets
 
$
91,197

 
 
 
Current liabilities
 
$
36,177

Non-current liabilities
 
6,955

Total liabilities
 
$
43,132


RNG Ventures
In November 2016, Renewables entered into agreements to form joint ventures with Aria Energy Operating LLC (“Aria”), a developer of RNG production facilities, to develop RNG production facilities at a Republic Services landfill in Oklahoma City, Oklahoma and an Advanced Disposal landfill near Atlanta, Georgia. These joint ventures are referred to as the “RNG Ventures.” Renewables’ interest in the RNG Ventures was transferred to BP upon completion of the BP Transaction (see Note 4 for more information); however, Renewables retained the right to purchase 100% of the RNG that will be produced by these facilities for the vehicle fuels market. The Company accounted for its interest in the RNG Ventures using the equity method of accounting because the Company did not control but had the ability to exercise significant influence over RNG Ventures’ operations prior to completion of the BP Transaction.
MCEP
On September 16, 2014, the Company formed a joint venture with Mansfield Ventures LLC (“Mansfield Ventures”) called Mansfield Clean Energy Partners LLC (“MCEP”), which is designed to provide natural gas fueling solutions to bulk fuel haulers in the United States. The Company and Mansfield Ventures each have a 50% ownership interest in MCEP. The Company accounts for its interest in MCEP using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over MCEP’s operations. The Company recorded income (loss) from this investment of $(22), $(131) and $196 for the years ended December 31, 2016, 2017 and 2018, respectively. Additionally, during the year ended December 31, 2016, the Company received a return of capital of $3,031 with no change in ownership interest. The Company had an investment balance in MCEP of $1,512 and $1,708 as of December 31, 2017 and 2018, respectively.
NG Advantage
On October 14, 2014, the Company entered into a Common Unit Purchase Agreement (“UPA”) with NG Advantage for a 53.3% controlling interest in NG Advantage. 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.
On July 14, 2017, the Company contributed to NG Advantage all of its right, title and interest in and to a CNG fueling station located in Milton, Vermont. The Company purchased this CNG fueling station from NG Advantage in October 2014 in connection with the UPA, and at that time, the Company entered into a lease agreement with NG Advantage to lease the station back to NG Advantage. This lease agreement was terminated contemporaneously with the contribution of the station to NG Advantage in July 2017. As consideration for the contribution, NG Advantage issued to the Company Series A Preferred Units with an aggregate value of $7,500. The Series A Preferred Units provide for an accrued return upon a liquidation event with respect to NG Advantage and will convert into common units of NG Advantage if and when it completes a future equity financing that satisfies certain specified conditions; however, the Series A Preferred Units do not, in themselves, increase the Company’s controlling interest in NG Advantage. As a result, immediately following the contribution, the Company’s controlling interest in NG Advantage remained at 53.3%.
On February 28, 2018, the Company entered into a guaranty agreement with NG Advantage and BP in connection with NG Advantage’s commitment for the supply, sale and transportation of CNG commencing in December 2018. The Company guarantees NG Advantage’s payment obligations to BP in connection with its commitments in the event of default up to $30,000 plus related fees. This guaranty is in effect until thirty days following the Company’s notice to BP of its termination. As consideration for the guaranty agreement, NG Advantage issued to the Company 19,660 common units upon entry into the agreement, which increased the Company’s controlling interest in NG Advantage from 53.3% to 53.5%.
On October 1, 2018, the Company purchased 1,000,001 common units from NG Advantage for an aggregate cash purchase price of $5,000. This purchase increased the Company’s controlling interest in NG Advantage from 53.5% to 61.7% as of October 1, 2018.
On each of November 16, 2018 and December 1, 2018, the Company was issued 100,000 common units of NG Advantage, for a total of 200,000 common units, pursuant to the guaranty agreement described above. The additional issuance of 200,000 common units increased the Company’s controlling interest in NG Advantage to 63.0% as of December 31, 2018.
The Company recorded a loss attributable to the noncontrolling interest in NG Advantage of $1,571, $2,154 and $5,393 for the years ended December 31, 2016, 2017 and 2018, respectively. The noncontrolling interest was $22,668 and $17,011 as of December 31, 2017 and 2018, respectively.