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`

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021September 30, 2023

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39919

MONTAUK RENEWABLES, INC.

(Exact name of registrant as specified in its charter)

Delaware

85-3189583

Delaware85-3189583

(State or Other Jurisdiction of Incorporation or

Organization)

(IRS Employer Identification No.)

5313 Campbells Run Road, Suite 200

Pittsburgh, Pennsylvania

15205

(Address of Principal Executive Offices)

(Zip Code)

(412) 747-8700

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

680 Andersen Drive, 5th Floor Pittsburgh, Pennsylvania15220
(Address of Principal Executive Offices)(Zip Code)

(412) 747-8700

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

MNTK

MNTK

The Nasdaq Capital Market

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, a 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:

Large accelerated filerAccelerated filer

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

The number of outstanding shares of the registrant’s common stock on April 30, 2021November 2, 2023 was 142,157,835143,661,719 shares.


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Page

Page

PART I FINANCIAL INFORMATION

4

6

ITEM 1.

FINANCIAL STATEMENTS

4

ITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)

6

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

21

27

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

34

48

ITEM 4.

CONTROLS AND PROCEDURES

34

48

PART II OTHER INFORMATION

35

49

ITEM 1.

LEGAL PROCEEDINGS

35

ITEM 1A.1.

RISK FACTORSLEGAL PROCEEDINGS

35

49

ITEM 1A.

RISK FACTORS

49

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

35

49

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

36

49

ITEM 4.

MINE SAFETY DISCLOSURES

36

49

ITEM 5.

OTHER INFORMATION

36

ITEM 6.5.

EXHIBITSOTHER INFORMATION

36

49

ITEM 6.

EXHIBITS

50

SIGNATURES

38

51


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Glossary of Key Terms

This Quarterly Report on Form 10-Q uses several terms of art that are specific to our industry and business. For the convenience of the reader, a glossary of such terms is provided here. Unless we otherwise indicate, or unless the context requires otherwise, any references in this Quarterly Report on Form 10-Q to:

ADG” refers to anaerobic digested gas.
CARB” refers to the California Air Resource Board.
CNG” refers to compressed natural gas.
CI” refers to carbon intensity.
D3” refers to cellulosic biofuel with a 60% GHG reduction requirement.
EPA” refers to the U.S. Environmental Protection Agency.
Environmental Attributes” refer to federal, state and local government incentives in the United States, provided in the form of RINs, RECs, 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.
FERC” refers to the U.S. Federal Energy Regulatory Commission.
GHG” refers to greenhouse gases.
JSE” refers to the Johannesburg Stock Exchange.
LCFS” refers to Low Carbon Fuel Standard.
LFG” refers to landfill gas.
“MMBtu” refers to Metric Million British Thermal Unit.
PPAs” refers to power purchase agreements.
RECs” refers to Renewable Energy Credits.
Renewable Electricity” refers to electricity generated from renewable sources.
RFS” refers to the EPA’s Renewable Fuel Standard.
RINs” refers to Renewable Identification Numbers.
RNG” refers to renewable natural gas.
RVOs” refers to renewable volume obligations.

3

ADG” refers to anaerobic digested gas.


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CARB” refers to the California Air Resource Board.

CNG” refers to compressed natural gas.

CI” refers to carbon intensity.

CWCs” refers to cellulosic waiver credits.

D3” refers to cellulosic biofuel with a 60% GHG reduction requirement.

D5” refers to advanced biofuels with a 50% GHG reduction requirement.

EHS” refers to environment, health and safety.

EIA” refers to the U.S. Energy Information Administration.

EPA” refers to the U.S. Environmental Protection Agency.

Environmental Attributes” refer to federal, state and local government incentives in the United States, provided in the form of RINs, RECs, 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.

FERC” refers to the U.S. Federal Energy Regulatory Commission.

GHG” refers to greenhouse gases.

JSE” refers to the Johannesburg Stock Exchange.

LCFS” refers to Low Carbon Fuel Standard.

LFG” refers to landfill gas.

LNG” refers to liquefied natural gas.

PPAs” refers to power purchase agreements.

RECs” refers to Renewable Energy Credits.

Renewable Electricity” refers to electricity generated from renewable sources.

RFS” refers to the EPA’s Renewable Fuel Standard.

RINs” refers to Renewable Identification Numbers.

RNG” refers to renewable natural gas.

RPS” refers to Renewable Portfolio Standards.

RVOs” refers to renewable volume obligations.

WRRFs” refers to water resource recovery facilities.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of U.S. federal securities laws that involve substantial risks and uncertainties. All statements other than statements of historical or current fact included in this report are forward-looking statements. Forward-looking statements refer to our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. TheseForward-looking statements may include words such as “anticipate,” “assume,” “believe,” “can have,” “contemplate,” “continue,” “strive,” “aim,” “could,” “design,” “due,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “likely,” “may,” “might,” “objective,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “would,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operational performance or other events. For example, all statements we make relating to ourfuture results of operations, financial condition, estimated and projected costs, expenditures, growth rates, and our plans and objectives for future operations, growth, strategies or initiatives, or strategiesincluding the Pico feedstock amendment, the Montauk Ag project in North Carolina, the Raeger capital improvement project, the Second Apex RNG Facility project, the Blue Granite RNG project, the Bowerman RNG project, the delivery of biogenic carbon dioxide volumes to European Energy, the resolution of gas collection issues at the McCarty facility, and the mitigation of wellfield extraction environmental factors at the Rumpke facility, are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expect and, therefore, you should not unduly rely on such statements. 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 impact of the ongoing COVID-19 pandemic on our business, financial condition and results of operations;

our ability to develop and operate new renewable energy projects, including with livestock farms;

farms, and related challenges associated with new projects, such as identifying suitable locations and potential delays in acquisition financing, construction, and development;

reduction or elimination of government economic incentives to the renewable energy market;

delays in acquisition, financing,

the inability to complete strategic development opportunities;
widespread manmade, natural and other disasters (including severe weather events), health emergencies, dislocations, geopolitical instabilities or events, terrorist activities, international hostilities, government shutdowns, political elections, security breaches, cyberattacks or other extraordinary events that impact general economic conditions, financial markets and/or our business and operating results;
continued inflation could raise our operating costs or increase the construction costs of our existing or new projects;
rising interest rates could increase the borrowing costs of future indebtedness;
the potential failure to retain and developmentattract qualified personnel of new projects, including expansion plans into new areas suchthe Company or a possible increased reliance on third-party contractors as dairy;

a result;

the length of development and optimization cycles for new projects, including the design and construction processes for our renewable energy projects;

dependence on third parties for the manufacture of products and services;

services and our landfill operations;

identifying suitable locations for new projects;

the quantity, quality and consistency of our feedstock volumes from both landfill and livestock farm operations;

reliance on interconnections to distribution and transmission products for our Renewable Natural Gas and Renewable Electricity Generation segments;

our projects not producing expected levels of output;

potential benefits associated with the combustion-based oxygen removal condensate neutralization technology;
concentration of revenues from a small number of customers and projects;

dependence on our landfill operators;

our outstanding indebtedness and restrictions under our credit facility;

our ability to extend our fuel supply agreements prior to expiration;

our ability to meet milestone requirements under our PPAs;

existing regulations and changes to regulations and policies that effect our operations;

expected benefits from the extension of the Production Tax Credit and Investment Tax Credit under the Inflation Reduction Act of 2022;
decline in public acceptance and support of renewable energy development and projects;

projects, or our inability to appropriately address environmental, social and governance targets, goals, commitments or concerns;

4


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our expectations regarding Environmental Attribute volume requirements and prices and commodity prices;
our expectations regarding the period during which we qualify as an emerging growth company under the Jumpstart Our Business Startups Act (“JOBS Act;

Act”);

our expectations regarding future capital expenditures;

expenditures, including for the maintenance of facilities;

our expectations regarding the use of net operating losses before expiration;

our expectations regarding more attractive CI scores by regulatory agencies for our livestock farm projects;
market volatility and fluctuations in commodity prices and the market prices of Environmental Attributes;

profitabilityAttributes and the impact of our planned livestock farm projects;

any related hedging activity;

sustained demand for renewable energy;

security threats, including cyber-security attacks;

regulatory changes in federal, state and international environmental attribute programs and the need to obtain and maintain regulatory permits, approvals, and consents;

profitability of our planned livestock farm projects;
sustained demand for renewable energy;
potential liabilities from contamination and environmental conditions;

potential exposure to costs and liabilities due to extensive environmental, health and safety laws;

impacts of climate change, changing weather patterns and conditions, and natural disasters;

conditions;

failure of our information technology and data security systems;

increased competition in our markets;

continuing to keep up with technology innovations;

an active trading market for our common stock may not develop;

our belief that we are taking appropriate measures to remediate the material weakness identified in our internal control over financial reporting;

concentrated stock ownership by a few stockholders and related control over the outcome of all matters subject to a stockholder vote; and

other risks and uncertainties detailed in the section titled “Risk Factors” in our latest Annual Report on Form 10-K.

10-K and as otherwise disclosed in our filings with the SEC.

We make many of our forward-looking statements based on our operating budgets and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.

All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in our other Securities and Exchange Commission (“SEC”) filings and public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties. See the “Risk Factors” section in our latest Annual Report on Form 10-K.10-K and our other filings with the SEC.

We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. Furthermore, the forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

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PART I FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

Page

Montauk Renewables, Inc.

Unaudited Condensed Consolidated Financial Statements

Page

Montauk Renewables, Inc.

Unaudited condensed consolidated financial statements

Condensed Consolidated Balance Sheets as of March  31, 2021 and December 31, 2020Unaudited condensed consolidated balance sheets

5

7

Condensed Consolidated StatementsUnaudited condensed consolidated statements of Operations for the three months ended March 31, 2021 and March 31, 2020operations

6

8

Condensed Consolidated StatementsUnaudited condensed consolidated statements of Stockholders’ and Members’ Equity for the three months ended March 31, 2021 and March 31, 2020stockholders’ equity

7

9

Condensed Consolidated StatementsUnaudited condensed consolidated statements of Cash Flows for the three months ended March 31, 2021 and March 31, 2020cash flows

8

10

Notes to Condensed Consolidated Financial Statementsunaudited condensed consolidated financial statements

9

11

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MONTAUK RENEWABLES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share data):

  As of March 31,
2021
   As of December 31,
2020
 

 

As of September 30,

 

 

As of December 31,

 

ASSETS

    

 

2023

 

 

2022

 

Current assets:

    

 

 

 

 

 

 

Cash and cash equivalents

  $22,643   $20,992 

 

$

73,304

 

 

$

105,177

 

Accounts and other receivables, net

   6,905    5,449 

Accounts and other receivables

 

 

18,102

 

 

 

7,222

 

Current restricted cash

 

 

22

 

 

 

22

 

Related party receivable

 

 

10,128

 

 

 

9,000

 

Current portion of derivative instruments

 

 

991

 

 

 

879

 

Prepaid expenses and other current assets

   1,901    6,044 

 

 

4,841

 

 

 

2,568

 

  

 

   

 

 

 

 

 

 

 

 

Total current assets

  $31,449   $32,485 

 

$

107,388

 

 

$

124,868

 

Restricted cash - non-current

  $572   $567 

 

 

 

 

 

 

Non-current restricted cash

 

$

409

 

 

$

407

 

Property, plant and equipment, net

   182,309    187,046 

 

 

205,528

 

 

 

175,946

 

Related party receivable

   7,140    —   

Goodwill and intangible assets, net

   13,742    14,033 

 

 

15,026

 

 

 

15,755

 

Deferred tax assets

   13,756    14,822 

 

 

2,166

 

 

 

3,952

 

Non-current portion of derivative instruments

 

 

984

 

 

 

936

 

Operating lease right-of-use assets

   515    586 

 

 

4,420

 

 

 

4,742

 

Finance lease right-of-use assets

 

 

44

 

 

 

96

 

Other assets

   3,879    3,817 

 

 

9,646

 

 

 

5,614

 

  

 

   

 

 

 

 

 

 

 

 

Total assets

  $253,362   $253,356 

 

$

345,611

 

 

$

332,316

 

  

 

   

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ AND MEMBERS’ EQUITY

    

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

    

 

 

 

 

 

 

Accounts payable

  $5,520   $5,964 

 

$

6,115

 

 

$

4,559

 

Accrued liabilities

   9,555    11,539 

 

 

15,225

 

 

 

15,090

 

Current portion of lease liability

   284    282 

Income taxes payable

   75    —   

Current portion of derivative instruments

   1,061    1,185 

Income tax payable

 

 

551

 

 

 

402

 

Current portion of operating lease liability

 

 

416

 

 

 

410

 

Current portion of finance lease liability

 

 

44

 

 

 

71

 

Current portion of long-term debt

   9,536    9,492 

 

 

7,884

 

 

 

7,870

 

  

 

   

 

 

 

 

 

 

 

 

Total current liabilities

  $26,031   $28,462 

 

$

30,235

 

 

$

28,402

 

 

 

 

 

 

 

Long-term debt, less current portion

  $53,863   $56,268 

 

$

57,586

 

 

$

63,505

 

Non-current portion of lease liability

   249    320 

Non-current portion of derivative instruments

   781    1,075 

Asset retirement obligation

   5,783    5,689 

Non-current portion of operating lease liability

 

 

4,230

 

 

 

4,341

 

Non-current portion of finance lease liability

 

 

 

 

25

 

Asset retirement obligations

 

 

5,797

 

 

 

5,493

 

Other liabilities

   1,920    1,920 

 

 

4,528

 

 

 

3,459

 

  

 

   

 

 

 

 

 

 

 

 

Total liabilities

  $88,627   $93,734 

 

$

102,376

 

 

$

105,225

 

  

 

   

 

 

 

 

 

 

 

 

STOCKHOLDERS’ AND MEMBERS’ EQUITY

    

Members’ equity

  $—     $159,622 

Common stock, $0.01 par value, authorized 690,000,000 shares; 142,157,835 shares issued at March 31, 2021; 141,015,213 shares outstanding at March 31, 2021

   1,410    —   

Treasury stock, at cost, 950,214 shares at March 31, 2021

   (10,813   —   

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.01 par value, authorized 690,000,000 shares; 143,682,811 shares issued at September 30, 2023 and December 31, 2022, respectively; 141,848,582 and 141,633,417 shares outstanding at September 30, 2023 and December 31, 2022, respectively

 

 

1,416

 

 

 

1,416

 

Treasury stock, at cost, 971,306 shares September 30, 2023 and December 31, 2022, respectively

 

 

(11,051

)

 

 

(11,051

)

Additional paid-in capital

   188,403    —   

 

 

212,055

 

 

 

206,060

 

Retained deficit

   (14,265   —   

Retained earnings

 

 

40,815

 

 

 

30,666

 

  

 

   

 

 

 

 

 

 

 

 

Total stockholders’ and members’ equity

  $164,735   $159,622 

Total stockholders' equity

 

 

243,235

 

 

 

227,091

 

  

 

   

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ and members’ equity

  $253,362   $253,356 
  

 

   

 

 

Total liabilities and stockholders' equity

 

$

345,611

 

 

$

332,316

 

The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.

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MONTAUK RENEWABLES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except for share and per share data):

  Three Months Ended March 31, 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

  2021   2020 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Total operating revenues

  $31,447   $18,403 

 

$

55,688

 

 

$

55,860

 

 

$

128,097

 

 

$

155,916

 

 

 

 

 

 

 

 

 

 

Operating expenses:

    

 

 

 

 

 

 

 

 

 

Operating and maintenance expenses

  $10,612   $9,836 

 

 

14,212

 

 

 

14,134

 

 

 

43,614

 

 

 

42,205

 

General and administrative expenses

   20,452    3,439 

 

 

7,848

 

 

 

8,466

 

 

 

26,069

 

 

 

25,715

 

Royalties, transportation, gathering and production fuel

   6,218    2,941 

 

 

11,450

 

 

 

12,188

 

 

 

25,588

 

 

 

34,484

 

Depreciation, depletion and amortization

   5,737    5,348 

 

 

5,346

 

 

 

5,167

 

 

 

15,792

 

 

 

15,453

 

Gain on insurance proceeds

   (82   (656

 

 

 

 

 

 

 

 

 

 

 

(313

)

Impairment loss

   626    278 

 

 

51

 

 

 

2,273

 

 

 

777

 

 

 

2,393

 

Transaction costs

   88    —   

 

 

 

 

 

 

 

 

86

 

 

 

32

 

  

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

  $43,651   $21,186 

 

$

38,907

 

 

$

42,228

 

 

$

111,926

 

 

$

119,969

 

Operating loss

  $(12,204  $(2,783

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

16,781

 

 

$

13,632

 

 

$

16,171

 

 

$

35,947

 

 

 

 

 

 

 

 

 

 

Other expenses (income):

    

 

 

 

 

 

 

 

 

 

Interest expense

  $646   $2,214 

 

$

1,295

 

 

$

36

 

 

$

3,681

 

 

$

339

 

Other expense (income)

   33    (26

Other (income)

 

 

(256

)

 

 

(131

)

 

 

(340

)

 

 

(463

)

  

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other expenses

  $679   $2,188 

Loss before income taxes

  $(12,883  $(4,971

Income tax expense (benefit)

   1,382    (10,787

Total other expense (income)

 

$

1,039

 

 

$

(95

)

 

$

3,341

 

 

$

(124

)

  

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

  $(14,265  $5,816 

Income before income taxes

 

$

15,742

 

 

$

13,727

 

 

$

12,830

 

 

$

36,071

 

  

 

   

 

 

 

 

 

 

 

 

 

 

 

Loss per share:

    

Income tax expense

 

 

2,808

 

 

 

2,540

 

 

 

2,681

 

 

 

6,847

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

12,934

 

 

$

11,187

 

 

$

10,149

 

 

$

29,224

 

 

 

 

 

 

 

 

 

 

Income per share:

 

 

 

 

 

 

 

 

 

Basic

  $(0.10  

 

$

0.09

 

 

$

0.08

 

 

$

0.07

 

 

$

0.21

 

Diluted

  $(0.10  

 

$

0.09

 

 

$

0.08

 

 

$

0.07

 

 

$

0.20

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

    

 

 

 

 

 

 

 

 

 

Basic

   141,015,213   

 

 

141,717,612

 

 

 

141,290,748

 

 

 

141,661,790

 

 

 

141,156,126

 

Diluted

   141,015,213   

 

 

142,299,875

 

 

 

142,722,396

 

 

 

142,000,827

 

 

 

142,627,711

 

The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.

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MONTAUK RENEWABLES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ AND MEMBERS’ EQUITY

(Unaudited)

(in thousands, except share data):

   Common Stock   Treasury Stock  Members’
Equity
  Additional
Paid-in
Capital
   Retained
Earnings
(Deficit)
  Total
Equity
 
   Shares   Amount   Shares   Amount 

Balance at December 31, 2019

   —     $—      —     $—    $154,257  $—     $—    $154,257 

Net income

   —      —      —      —     5,816   —      —     5,816 

Stock-based compensation

   —      —      —      —     230   —      —     230 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Balance at March 31, 2020

   —     $—      —     $—    $160,303  $—     $—    $160,303 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Balance at December 31, 2020

   —     $—      —     $—    $159,622  $—     $—    $159,622 

Effect of Reorganization Transactions

   138,312,713    1,383    —      —     (159,622  158,239    —     —   

IPO common stock

   2,702,500    27    —      —     —     15,566    —     15,593 

Treasury stock

   —      —      950,214    (10,813  —     —      —     (10,813

Net loss

   —      —      —      —     —     —      (14,265  (14,265

Stock-based compensation

   —      —      —      —     —     14,598    —     14,598 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Balance at March 31, 2021

   141,015,213   $1,410    950,214   $(10,813 $—    $188,403   $(14,265 $164,735 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

 

 

Common Stock

 

 

Treasury Stock

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Additional Paid-in Capital

 

 

Retained Earnings (Deficit)

 

 

Total Equity

 

Balance at June 30, 2023

 

 

141,633,417

 

 

$

1,416

 

 

 

971,306

 

 

$

(11,051

)

 

$

209,555

 

 

$

27,881

 

 

$

227,801

 

Vesting of stock awards

 

 

215,165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,934

 

 

 

12,934

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

2,500

 

 

 

 

 

 

2,500

 

Balance at September 30, 2023

 

 

141,848,582

 

 

$

1,416

 

 

 

971,306

 

 

$

(11,051

)

 

$

212,055

 

 

$

40,815

 

 

$

243,235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2022

 

 

141,290,748

 

 

$

1,410

 

 

 

959,344

 

 

$

(10,904

)

 

$

200,855

 

 

$

13,509

 

 

$

204,870

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,187

 

 

 

11,187

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

2,751

 

 

 

 

 

 

2,751

 

Balance at September 30, 2022

 

 

141,290,748

 

 

$

1,410

 

 

 

959,344

 

 

$

(10,904

)

 

$

203,606

 

 

$

24,696

 

 

$

218,808

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2022

 

 

141,633,417

 

 

$

1,416

 

 

 

971,306

 

 

$

(11,051

)

 

$

206,060

 

 

$

30,666

 

 

$

227,091

 

Vesting of stock awards

 

 

215,165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,149

 

 

 

10,149

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

5,995

 

 

 

 

 

 

5,995

 

Balance at September 30, 2023

 

 

141,848,582

 

 

$

1,416

 

 

 

971,306

 

 

$

(11,051

)

 

$

212,055

 

 

$

40,815

 

 

$

243,235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2021

 

 

141,015,213

 

 

$

1,410

 

 

 

950,214

 

 

$

(10,813

)

 

$

196,224

 

 

$

(4,528

)

 

$

182,293

 

Vesting of stock awards

 

 

275,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury stock

 

 

 

 

 

 

 

9,130

 

 

 

(91

)

 

 

 

 

 

 

 

 

(91

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29,224

 

 

 

29,224

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

7,382

 

 

 

 

 

 

7,382

 

Balance at September 30, 2022

 

 

141,290,748

 

 

$

1,410

 

 

 

959,344

 

 

$

(10,904

)

 

$

203,606

 

 

$

24,696

 

 

$

218,808

 

The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.

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MONTAUK RENEWABLES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands):

 

Nine Months Ended

 

  Three Months Ended March 31, 

 

September 30,

 

  2021   2020 

 

2023

 

 

2022

 

Cash flows from operating activities:

    

 

 

 

 

 

 

Net income (loss)

  $(14,265  $5,816 

Net income

 

$

10,149

 

 

$

29,224

 

Adjustments to reconcile net income to net cash provided by operating activities:

    

 

 

 

 

 

 

Depreciation, depletion and amortization

   5,737    5,334 

 

 

15,792

 

 

 

15,453

 

Provision (benefit) for deferred income taxes

   1,066    (10,787

Provision for deferred income taxes

 

 

1,786

 

 

 

6,002

 

Stock-based compensation

   14,598    230 

 

 

5,995

 

 

 

7,382

 

Related party receivables

   —      164 

Derivative mark-to-market and settlements

   (418   1,801 

Derivative mark-to-market adjustments and settlements

 

 

(160

)

 

 

(1,359

)

Gain on property insurance proceeds

   (82   —   

 

 

 

 

 

(313

)

Increase in earn-out liability

 

 

959

 

 

 

1,122

 

Net loss (gain) on sale of assets

 

 

37

 

 

 

(250

)

Accretion of asset retirement obligations

   138    84 

 

 

304

 

 

 

174

 

Amortization of debt issuance costs

   137    187 

 

 

276

 

 

 

314

 

Impairment loss

   626    278 

 

 

777

 

 

 

2,393

 

Changes in operating assets and liabilities:

    

 

 

 

 

 

 

Accounts and other receivables and other current assets

   2,634    735 

 

 

(18,123

)

 

 

(5,252

)

Accounts payable and other accrued expenses

   (2,402   (2,674

 

 

1,795

 

 

 

4,919

 

  

 

   

 

 

Net cash provided by operating activities

  $7,769   $1,168 

 

$

19,587

 

 

$

59,809

 

Cash flows from investing activities

    

Cash flows from investing activities:

 

 

 

 

 

 

Capital expenditures

  $(1,335  $(5,204

 

$

(45,406

)

 

$

(12,750

)

Proceeds from insurance recovery

   82    —   

 

 

 

 

 

313

 

  

 

   

 

 

Proceeds from sale of assets

 

 

 

 

 

1,088

 

Cash collateral deposits, net

 

 

2

 

 

 

79

 

Net cash used in investing activities

  $(1,253  $(5,204

 

$

(45,404

)

 

$

(11,270

)

Cash flows from financing activities:

    

 

 

 

 

 

 

Borrowings of long-term debt

  $—     $8,500 

Repayments of long-term debt

   (2,500   (2,500

 

$

(6,000

)

 

$

(6,000

)

Proceeds from initial public offering

   15,593    —   

Treasury stock purchase

   (10,813   —   

 

 

 

 

 

(91

)

Loan to Montauk Holdings Limited

   (7,140   —   
  

 

   

 

 

Net cash (used in) provided by financing activities

  $(4,860  $6,000 

Net increase in cash and cash equivalents and restricted cash

  $1,656   $1,964 

Finance lease payments

 

 

(54

)

 

 

(15

)

Net cash used in financing activities

 

$

(6,054

)

 

$

(6,106

)

Net (decrease) increase in cash and cash equivalents and restricted cash

 

$

(31,871

)

 

$

42,433

 

Cash and cash equivalents and restricted cash at beginning of period

  $21,559   $10,361 

 

$

105,606

 

 

$

53,612

 

  

 

   

 

 

Cash and cash equivalents and restricted cash at end of period

  $23,215   $12,325 

 

$

73,735

 

 

$

96,045

 

  

 

   

 

 

Reconciliation of cash, cash equivalents, and restricted cash at end of period:

    

 

 

 

 

 

 

Cash and cash equivalents

  $22,643   $11,738 

 

$

73,304

 

 

$

95,619

 

Restricted cash and cash equivalents - current

   —      20 

 

 

22

 

 

 

19

 

Restricted cash and cash equivalents - non-current

   572    567 

 

 

409

 

 

 

407

 

  

 

   

 

 

 

$

73,735

 

 

$

96,045

 

  $23,215   $12,325 

 

 

 

 

 

 

  

 

   

 

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

3,713

 

 

$

2,362

 

Cash paid for income taxes

 

 

1,034

 

 

 

225

 

Accrual for purchase of property, plant and equipment included in accounts payable and accrued liabilities

 

 

2,595

 

 

 

1,436

 

The accompanying notes to the unaudited condensed consolidated financial statements are an integral part of these statements.

10


Table of Contents

MONTAUK RENEWABLES, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per-share amounts)

NOTE 1 – DESCRIPTION OF BUSINESS

Operations and organization

Montauk Renewables’ Business

Montauk Renewables, Inc. (the “Company” or “Montauk Renewables”) is a renewable energy company specializing in the management, recovery and conversion of biogas into Renewable Natural Gas (“RNG”). The Company captures methane, preventing it from being released into the atmosphere, and converts it into either RNG or electrical power for the electrical grid (“Renewable Electricity”). The Company, headquartered in Pittsburgh, Pennsylvania, has more than 30 years of experience in the development, operation and management of landfill methane-fueled renewable energy projects. The Company has current operations at 15 operating projects located in California, Idaho, Ohio, Oklahoma, Pennsylvania, North Carolina, South Carolina and Texas. The Company sells RNG and Renewable Electricity, taking advantage of Environmental Attribute premiums available under federal and state policies that incentivize their use.

OneTwo of the Company’s key revenue drivers is the sellingare sales of captured gas and the sellingsales of Renewable Identification Numbers (“RINs”) to fuel blenders. The Renewable Fuel Standard (“RFS”) is an Environmental Protection Agency (“EPA”) administered federal law that requires transportation fuel to contain a minimum volume of renewable fuel. RNG derived from landfill methane, agricultural digesters and wastewater treatment facilities used as a vehicle fuel qualifies as a D3 (cellulosic biofuel with a 60%60% greenhouse gas reduction requirement) RIN. The RINs are compliance units for fuel blenders that were created by the RFS program in order to reduce greenhouse gases and imported petroleum into the United States.

An additional program utilized by the Company is the Low Carbon Fuel Standard (“LCFS”). This is state specific and is designed to stimulate the use of low-carbon fuels. To the extent that RNG from the Company’s facilities is used as a transportation fuel in states that have adopted an LCFS program, it is eligible to receive an Environmental Attribute additional to the RIN value under the federal RFS.

The second primaryAnother key revenue driver is the sellingsale of captured electricity and the associated environmental premiums related to renewable sales. The Company’s electric facilities are designed to conform to and monetize various state renewable portfolio standards requiring a percentage of the electricity produced in that state to come from a renewable resource. Such premiums are in the form of Renewable Energy Credits (“RECs”). All three of theThe Company’s largest electric facilities receivefacility, located in California, receives revenue for the monetization of RECs either as a part of a purchase power sales agreement or separately.agreement.

Collectively, the Company benefits from federal state and localstate government incentives in the United States, provided in the form of RINs, RECs, 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, as Environmental Attributes.

Background and Reorganization Transactions

On January 4, 2021, the Company, Montauk Holdings Limited (“MNK”) and Montauk Holdings USA, LLC (a direct wholly-owned subsidiary of MNK at the time, “Montauk USA”) entered into a series of transactions, including an equity exchange and a distribution collectively referred to as the “Reorganization Transactions,” that resulted in the Company owning all of the assets and entities (other than Montauk USA) previously owned by Montauk USA and Montauk Renewables became a direct wholly-owned subsidiary of MNK. Prior to the Reorganization Transactions, MNK’s business and operations were conducted entirely through Montauk USA and its U.S. subsidiaries, and MNK held no substantial assets other than equity of Montauk USA. The Company had no significant operations or assets prior to January 4, 2021 when it engaged in the equity exchange with Montauk USA and MNK.

After completion of the Reorganization Transactions, (i) Montauk USA ceased to own any substantial assets and (ii) all entities through which MNK’s business and operations were conducted became owned, directly or indirectly, by the Company. MNK adopted a plan contemporaneously with the completion of the Reorganization Transactions that authorized the liquidation and dissolution of MNK.

On January 15, 2021, MNK sold the membership interest of Montauk USA to a third party. On January 26, 2021, MNK distributed all of the outstanding shares of the Company’s common stock as a pro rata dividend to the holders of MNK’s ordinary shares (the “Distribution”), subject to any tax withholding obligations under applicable South African law. Each ordinary share of MNK outstanding on January 21, 2021, the record date for the Distribution (the “Record Date”), entitled the holder thereof to receive one share of the Company’s common stock.

On January 26, 2021, the Company closed the initial public offering of its common stock on the Nasdaq Capital Market (the “IPO”) with the shares traded under the symbol “MNTK.” Montauk Renewables issued 2,702,500 shares at $8.50 per share and received gross proceeds of $22,971. The Company’s common stock was also secondarily listed on the Johannesburg Stock Exchange under the trading symbol “MKR.”

On January 26, 2021, the Company entered into a Loan Agreement and Secured Promissory Note (the “Initial Promissory Note”) with MNK. MNK is currently an affiliate of the Company and all of the Company’s directors and certain of the Company’s executive officers are also directors and executive officers of MNK. Pursuant to the Initial Promissory Note, the Company advanced a cash loan of $5,000 to MNK for MNK to pay its dividends tax liability arising from the Reorganization Transactions under the South African Income Tax Act, 1962 (Act No. 58 of 1962), as amended. On February 22, 2021, the Company and MNK entered into an Amended and Restated Promissory Note (the “Amended Promissory Note”) to increase the principal amount of the loan to a total of $7,140, in the aggregate, in accordance with the Company’s obligations set forth in the Transaction Implementation Agreement entered into by and among the Company, MNK and the other party thereto, dated November 6, 2020, and amended on January 14, 2021.

MNK was delisted from the JSE on January 26, 2021. MNK will be liquidated within 24 months of the Distribution.

COVID-19

In March 2020, the World Health Organization classified the outbreak of COVID-19 as a pandemic and recommended containment and mitigation measures worldwide. The Company is considered an essential company under the U.S. Federal Cybersecurity and Infrastructure Security Agency guidance and various state or local jurisdictions in which we operate. In response to the COVID-19 pandemic, the Infectious Disease and Response Plan was activated to lead the development and response to any infectious disease event.

Although the Company has not experienced any material disruptions in its ability to continue its business operations or a material impact to its financial results to date due to COVID-19, the potential future impact cannot be predicted with certainty. Although the Company is unable to predict the ultimate effects of the COVID-19 pandemic, the pandemic has adversely affected the Company’s business, financial condition and results of operations. The spread of COVID-19 has disrupted certain aspects of the Company’s operations, including commissioning of development sites which were delayed up to five months in 2020 resulting in delays to registrations and qualifications necessary for EPA pathways and delays in revenue streams from these facilities, contract cancellations, and a decrease in operational efficiency in maintenance and operations. State and local mitigation protocols have contributed to reduced needs for transportation fuels, which has lowered and could continue to lower state-based environmental premiums. During 2020, the Company also faced a reduction in RINs pricing due to the outbreak of COVID-19. During the first quarter of 2021, RIN pricing recovered and increased from the temporary reduction experienced in 2020.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentationpresentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions of the SEC on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 20202022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 202116, 2023 (the “2020“2022 Annual Report”). The results of operations for the three months and nine months ended March 31, 2021September 30, 2023 in this report are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2020,2022, has been derived from the audited financial statements as of that date. For further information, refer to ourthe Company’s audited financial statements and notes thereto included for the year ended December 31, 20202022 in the 20202022 Annual Report.

The historical consolidated11


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Reclassifications

Certain prior period amounts have been reclassified to conform to the current period financial information included reflectsstatement presentation. These reclassifications had no effect on the historicalpreviously reported total assets, total liabilities, stockholders’ equity, results of operations or cash flows.

Segment Reporting

The Company reports segment information in three segments: RNG, Renewable Electricity Generation and financial position of Montauk USA. The consolidated financial statements of Montauk USA, became our historical financial statements followingCorporate. This is consistent with the IPO. Certain historical financial information included relates to periods priorinternal reporting provided to the Reorganization Transactions.

Retrospective Presentation of Ownership Exchange

As discussedchief operating decision maker who evaluates operating results and performance. The aforementioned business services and offerings described in Note 1 are grouped and defined by management as two distinct operating segments: RNG and Renewable Electricity Generation. Below is a result of the Reorganization Transactions, the Company acquired the assets and entities (excluding Montauk USA) which were previously owned by MNK. As part of the Reorganization Transactions, a 1:1 pro rata exchange of sharesdescription of the Company’s common stock was made to holdersoperating segments and other activities.

The RNG segment represents the sale of MNK’s ordinary shares. The Reorganization Transactions resulted in a pro rata exchange wherebygas sold at fixed-price contracts, counterparty share RNG volumes and applicable Environmental Attributes. This business unit represents the ownershipmajority of the Company afterrevenues generated by the Reorganization Transactions was identicalCompany.

The Renewable Electricity Generation segment represents the sale of captured electricity and applicable Environmental Attributes. Corporate relates to additional discrete financial information for the corporate function. It is primarily used as a shared service center for maintaining functions such as executive, accounting, treasury, legal, human resources, tax, environmental, engineering and other operations functions not otherwise allocated to a segment. As such, the corporate entity is not determined to be an operating segment but is discretely disclosed for purposes of reconciliation to the ownership of MNK prior to the Reorganization Transaction and was therefore akin to a common control transaction. All members’ equity in theCompany’s consolidated financial statements and notes have been retrospectively adjusted to give effect to the 1:1 ratio, as if such pro rata exchange occurred as of all pre-IPO periods presented, including periods presented on the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Consolidated Statements of Stockholders’ and Members’ Equity and notes to the Condensed Consolidated Financial Statements contained herein.

statements.

Use of Estimates

The preparation of financial statements, in conformity with GAAPaccounting principles generally accepted in the United States (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Equity-Based Compensation

The Company accounts for equity-based compensation under the provisions of ASC 718, Compensation – Stock Compensation, (“ASC 718”). ASC 718 requires compensation costs related to share-based payment transactions, measured based on the fair value of the instruments issued, be recognized in the consolidated financial statements over the requisite service period of the award. Stock options are initially measured on the grant date using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, term, risk-free interest rate and dividend yield. For restricted stock and restricted stock units, the Company determines the grant date fair value based on the closing market price of the stock on the date of the grant.

Recently IssuedAdopted Accounting Standards

In June 2016, the FASB issued ASU No.Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU and subsequent amendments are codified as Accounting Standards Codification Topic 326, Financial Instruments—Credit Losses (“ASC 326”). The new guidance changes how entities measure credit losses on financial instruments and the timingApplication of when such losses are recorded. The new standard isASC 326 was effective for SEC Issuers (excluding smaller reporting companies) for fiscal years beginning after December 15, 2022, with early adoption is permitted. The Company is currently evaluating2019. Adoption for smaller reporting companies, emerging growth companies and nonpublic entities was deferred due to the impact this ASU will have on its consolidated financial statementsCOVID-19 pandemic and related disclosures.

In August 2020, the FASB issued ASU 2020-06,Debt: Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accountingwas required for convertible instruments and contracts in an entity’s own equity. This guidance is effective for annual reporting periodsfiscal years beginning after December 15, 2021, including interim periods within those years, with early adoption permitted only as of annual reporting periods beginning after December 15, 2020.2022. The Company is currently assessingASU did not have a material impact on the impact this standard will have on itsCompany’s consolidated financial statements or related financial statement disclosures.

Recently Issued Accounting Standards

In March 2020, the FASB issued ASU No. 2020-04,Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to the current guidance on contract modifications and hedging relationships to ease the financial reporting burdens of the expected market transition from London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company does not currently anticipate this impact to haveFASB included a material effectsunset provision within Topic 848 based on our agreements, but is working with the administrative agent duringexpectations of when the LIBOR transition.would cease being published. The sunset provision has been amended from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company’s current debt agreement bears interest at the Bloomberg Short-Term Bank Yield Index Rate plus an applicable margin. LIBOR is no longer utilized as a reference rate.

NOTE 3 – ASSET IMPAIRMENT

The Company recorded an impairment loss of $626$51 and $2,273 for the three months ended March 31, 2021September 30, 2023 and 2022, respectively. Impairment losses of $777 and $2,393 were recorded for the nine months ended September 30, 2023 and 2022, respectively. The 2023 impairments were for specifically identified RNG machinery and feedstock processing equipment that were no longer in operational use and recorded in the Renewable Electricity GenerationCompany's RNG segment. The 2022 impairment loss was dueprimarily related to a notice received from a landfill host in February 2021 amendingREG site ($2,133) wherein the underlying gas rights agreement to remove and begin decommissioning activities related to oneforecasted future cash flows did not exceed the carrying value of the Company’s renewable electric generation sites. For the three months ended March 31, 2020, the Company calculatedsite’s long lived assets. Additional impairments were

12


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recorded for computer software and recordedhardware no longer being utilized ($191), an impairment loss of $278. The loss was due to a termination of a development agreement. The Company evaluatedamended customer contract ($27) and concluded thatmiscellaneous capital assets no other triggering events were indicated during the period that suggested long-lived assets may not be recoverable.longer in use under current operations ($42).

NOTE 4 – REVENUES FROM CONTRACTS WITH CUSTOMERS

Revenues are comprised of renewable energy and the related Environmental Attribute sales provided under a variety of short-term and medium-term agreements with customers. All revenue is recognized when the Company satisfies its performance obligation(s) under the contract (either implicit or explicit) by transferring the promised product to the customer either when (or as) the customer obtains control of the product. 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. The Company allocates the contract’s transaction price to each performance obligation using the product’s observable market standalone selling price for each distinct product in the contract.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring product. As such, revenue is recorded net of allowances and customer discounts as well as net of transportation and gathering costs incurred. To the extent applicable, sales, value add, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis. The Company’s performance obligations related to the sale of renewable energy (i.e. RNG and Renewable Electricity) are generally satisfied over time. Revenue related to the sale of renewable energy is generally recognized over time using an output based upon the product quantity delivered to the customer. This measure is used to best depict the Company’s performance to date under the terms of the contract.

The nature of the Company’s contracts may give rise to several types of variable consideration, such as periodic price increases. This variable consideration is outside of the Company’s influence as the variable consideration is dictated by the market. Therefore, the variable consideration associated with the long-term contracts is considered fully constrained.

The following tables display the Company’s disaggregated revenue by major source, excluding realized and unrealized gains or losses under the Company’s gas hedge program, based on product type and timing of transfer of goods and services for the three and nine months ended March 31, 2021September 30, 2023 and 2020:2022:

 

 

Three months ended September 30, 2023

 

 

 

Goods transferred at a point in time

 

 

Goods transferred over time

 

 

Total

 

Major goods/Service line:

 

 

 

 

 

 

 

 

 

Natural gas commodity

 

$

232

 

 

$

7,060

 

 

$

7,292

 

Natural gas environmental attributes

 

 

43,612

 

 

 

 

 

 

43,612

 

Electric commodity

 

 

 

 

 

2,821

 

 

 

2,821

 

Electric environmental attributes

 

 

1,963

 

 

 

 

 

 

1,963

 

 

$

45,807

 

 

$

9,881

 

 

$

55,688

 

Operating segment:

 

 

 

 

 

 

 

 

 

RNG

 

$

43,844

 

 

$

7,060

 

 

$

50,904

 

REG

 

 

1,963

 

 

 

2,821

 

 

 

4,784

 

 

$

45,807

 

 

$

9,881

 

 

$

55,688

 

 

 

Three months ended September 30, 2022

 

 

 

Goods transferred at a point in time

 

 

Goods transferred over time

 

 

Total

 

Major goods/Service line:

 

 

 

 

 

 

 

 

 

Natural gas commodity

 

$

197

 

 

$

15,770

 

 

$

15,967

 

Natural gas environmental attributes

 

 

38,264

 

 

 

 

 

 

38,264

 

Electric commodity

 

 

 

 

 

2,736

 

 

 

2,736

 

Electric environmental attributes

 

 

1,727

 

 

 

 

 

 

1,727

 

 

$

40,188

 

 

$

18,506

 

 

$

58,694

 

Operating segment:

 

 

 

 

 

 

 

 

 

RNG

 

$

38,461

 

 

$

15,770

 

 

$

54,231

 

REG

 

 

1,727

 

 

 

2,736

 

 

 

4,463

 

 

 

$

40,188

 

 

$

18,506

 

 

$

58,694

 

13

   Three Months Ended March 31, 2021 
   Goods
transferred
at a point in time
   Goods
transferred
over time
   Total 

Major Goods/Service Line:

      

Natural Gas Commodity

  $3,976   $6,695   $10,671 

Natural Gas Environmental Attributes

   17,452    —      17,452 

Electric Commodity

   —      2,273    2,273 

Electric Environmental Attributes

   1,051    —      1,051 
  

 

 

   

 

 

   

 

 

 
  $ 22,479   $8,968   $31,447 
  

 

 

   

 

 

   

 

 

 

Operating Segment:

      

RNG

  $21,428   $6,695   $28,123 

REG

   1,051    2,273    3,324 
  

 

 

   

 

 

   

 

 

 
  $22,479   $8,968   $31,447 
  

 

 

   

 

 

   

 

 

 

Table of Contents

 

 

Nine months ended September 30, 2023

 

 

 

Goods transferred at a point in time

 

 

Goods transferred over time

 

 

Total

 

Major goods/Service line:

 

 

 

 

 

 

 

 

 

Natural gas commodity

 

$

638

 

 

$

21,931

 

 

$

22,569

 

Natural gas environmental attributes

 

 

91,630

 

 

 

 

 

 

91,630

 

Electric commodity

 

 

 

 

 

8,244

 

 

 

8,244

 

Electric environmental attributes

 

 

5,654

 

 

 

 

 

 

5,654

 

 

$

97,922

 

 

$

30,175

 

 

$

128,097

 

Operating segment:

 

 

 

 

 

 

 

 

 

RNG

 

$

92,268

 

 

$

21,931

 

 

$

114,199

 

REG

 

 

5,654

 

 

 

8,244

 

 

 

13,898

 

 

$

97,922

 

 

$

30,175

 

 

$

128,097

 

 

 

Nine months ended September 30, 2022

 

 

 

Goods transferred at a point in time

 

 

Goods transferred over time

 

 

Total

 

Major goods/Service line:

 

 

 

 

 

 

 

 

 

Natural gas commodity

 

$

1,852

 

 

$

39,896

 

 

$

41,748

 

Natural gas environmental attributes

 

 

109,620

 

 

 

 

 

 

109,620

 

Electric commodity

 

 

 

 

 

7,768

 

 

 

7,768

 

Electric environmental attributes

 

 

5,092

 

 

 

 

 

 

5,092

 

 

$

116,564

 

 

$

47,664

 

 

$

164,228

 

Operating segment:

 

 

 

 

 

 

 

 

 

RNG

 

$

111,472

 

 

$

39,896

 

 

$

151,368

 

REG

 

 

5,092

 

 

 

7,768

 

 

 

12,860

 

 

$

116,564

 

 

$

47,664

 

 

$

164,228

 

   Three Months Ended March 31, 2020 
   Goods
transferred at
a point in time
   Goods
transferred
over time
   Total 

Major Goods/Service Line:

      

Natural Gas Commodity

  $1,476   $5,245   $6,721 

Natural Gas Environmental Attributes

   7,024    —      7,024 

Electric Commodity

   —      2,753    2,753 

Electric Environmental Attributes

   1,743    —      1,743 
  

 

 

   

 

 

   

 

 

 
  $ 10,243   $7,998   $18,241 
  

 

 

   

 

 

   

 

 

 

Operating Segment:

      

RNG

  $8,500   $5,245   $13,745 

REG

   1,743    2,753    4,496 
  

 

 

   

 

 

   

 

 

 
  $10,243   $7,998   $18,241 
  

 

 

   

 

 

   

 

 

 

NOTE 5 – ACCOUNTS AND OTHER RECEIVABLES

The Company extends credit based upon an evaluation of the customer’s financial condition and, while collateral is not required, the Company periodically receives surety bonds that guarantee payment. Credit terms are consistent with industry standards and practices. Reserves for uncollectible accounts, if any, are recorded as part of general and administrative expenses in the Consolidated Statementscondensed consolidated statements of Operations. Foroperations. No reserve expense was recorded for the three and nine months ended March 31, 2021September 30, 2023 and 2020, there were no reserves for uncollectible accounts.2022.

Accounts and other receivables consist of the following as of March 31, 2021September 30, 2023 and December 31, 2020:2022:

 

September 30, 2023

 

December 31, 2022

 

Accounts receivables

$

17,990

 

$

7,148

 

Other receivables

 

88

 

 

57

 

Reimbursable expenses

 

24

 

 

17

 

Accounts and other receivables, net

$

18,102

 

$

7,222

 

14

   March 31,   December, 31 
   2021   2020 

Accounts receivables

  $6,691   $5,264 

Other receivables

   179    164 

Reimbursable expenses

   35    21 
  

 

 

   

 

 

 

Accounts and Other Receivables, Net

  $6,905   $5,449 
  

 

 

   

 

 

 

Table of Contents

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consists of the following as of March 31, 2021September 30, 2023 and December 31, 2020:2022:

 

September 30, 2023

 

December 31, 2022

 

 

 

 

 

 

Land

$

596

 

$

595

 

Buildings and improvements

 

30,125

 

 

29,268

 

Machinery and equipment

 

249,735

 

 

247,631

 

Gas mineral rights

 

35,526

 

 

34,526

 

Construction work in progress

 

60,547

 

 

20,745

 

Total

$

376,529

 

$

332,765

 

Less: Accumulated depreciation and amortization

 

(171,001

)

 

(156,819

)

Property, plant & equipment, net

$

205,528

 

$

175,946

 

   March 31,   December, 31 
   2021   2020 

Buildings and improvements

  $28,070   $28,065 

Machinery and equipment

   246,448    246,874 

Gas mineral rights

   34,551    34,551 

Construction work in progress

   5,565    4,485 
  

 

 

   

 

 

 

Total

   314,634    313,975 

Less: Accumulated depreciation and amortization

   

(132,325)

    (126,929
  

 

 

   

 

 

 

Property, Plant & Equipment, Net

  $182,309   $187,046 
  

 

 

   

 

 

 

Depreciation expense for property plant and equipment was $4,955$4,956 and $4,484$4,808 for the three months ended September 30, 2023 and amortization2022, respectively, and $14,624 and $14,407 for the nine months ended September 30, 2023 and 2022, respectively. Amortization expense for gas mineral rights was $491 and $491$129 for the three months ended March 31, 2021September 30, 2023 and 2020,2022, respectively, and $385 for the nine months ended September 30, 2023 and 2022, respectively.

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS, NET

IntangibleGoodwill and intangible assets consist of the following as of March 31, 2021September 30, 2023 and December 31, 2020:2022:

 

 

September 30, 2023

 

 

December 31, 2022

 

Goodwill

 

$

60

 

 

$

60

 

Intangible assets with indefinite lives:

 

 

 

 

 

 

Land use rights

 

 

329

 

 

 

329

 

Total intangible assets with indefinite lives:

 

$

329

 

 

$

329

 

Intangible assets with finite lives:

 

 

 

 

 

 

Interconnection, net of accumulated amortization of $3,662 and $3,107

 

$

11,131

 

 

$

11,686

 

Customer contracts, net of accumulated amortization of $17,196 and $17,022

 

 

3,506

 

 

 

3,680

 

Total intangible assets with finite lives:

 

$

14,637

 

 

$

15,366

 

Total Goodwill and Intangible assets

 

$

15,026

 

 

$

15,755

 

   March 31,   December 31, 
   2021   2020 

Goodwill

  $60   $60 

Intangible assets with indefinite lives:

    

Emissions allowances

  $777   $777 

Land use rights

   329    329 
  

 

 

   

 

 

 

Total intangible assets with indefinite lives:

  $1,106   $1,106 
  

 

 

   

 

 

 

Intangible assets with finite lives:

    

Interconnection, net of accumulated amortization of $2,446 and $2,329

  $11,834   $11,951 

Customer contracts, net of accumulated amortization of $16,541 and $16,367

  $742   $916 
  

 

 

   

 

 

 

Total intangible assets with finite lives:

  $12,576   $12,867 
  

 

 

   

 

 

 

Total Goodwill and Intangible Assets

  $13,742   $14,033 
  

 

 

   

 

 

 

TheAs of September 30, 2023, the weighted average remaining useful life of thefor both customer contracts and interconnection is approximately 5 years and 17 years,interconnections were 15 years, respectively. Amortization expense was $291$243 and $374$230 for the three months ended March 31, 2021September 30, 2023 and 2020, respectively.2022, respectively, and $729 and $661 for the nine months ended September 30, 2023 and 2022.

NOTE 8 – ASSET RETIREMENT OBLIGATIONS

The Company accounts for asset retirement obligations by recording the fair value of the liability in the period in which it is incurred. The Company estimates the fair value of asset retirement obligations by calculating the estimated present value of the cost to retire the asset. Factors that are considered when determining the present value of the cost to retire the asset include future inflation and discount rates, along with estimates date(s) of retiring the asset. Additionally, changes in legal, regulatory, environmental, and political environments can affect the fair value of the obligations. As such, asset retirement obligations are considered a level 3 financial instrument. The following table summarizes the activity associated with asset retirement obligations of the Company as of March 31, 2021September 30, 2023 and December 31, 2020:2022:

 

Nine months ended September 30, 2023

 

Year Ended December 31, 2022

 

Asset retirement obligations—beginning of period

$

5,493

 

$

5,301

 

Accretion expense

 

304

 

 

296

 

Decommissioning

 

 

(104

)

Asset retirement obligations—end of period

$

5,797

 

$

5,493

 

15

   Three Months Ended
March 31,
2021
   Year Ended
December 31,
2020
 

Asset retirement obligations - beginning of period

  $5,689   $ 5,928 

Accretion expense

   119    320 

New asset retirement obligations

   —      350 

Decommissioning

   (25   (909)  
  

 

 

   

 

 

 

Asset retirement obligations - end of period

  $5,783   $5,689 
  

 

 

   

 

 

 

Table of Contents

NOTE 9 – DERIVATIVE INSTRUMENTS

To mitigate market risk associated with fluctuations in energy commodity prices (natural gas) and interest rates, the Company utilizes various hedgesderivative contracts to secure energy commodity pricing and interest rates under a board-approved program. The Company does not apply hedge accounting to any of its derivative instruments, and all realized and unrealized gains and losses from changes in derivative values are recognized in earnings each period. As a result of the economic hedging strategystrategies employed, the Company had the following realized and unrealized gains and losses in the Condensed Consolidated Statementscondensed consolidated statements of Operationsoperations for the three and nine months ended March 31, 2021September 30, 2023 and 2020:2022:

Derivative Instrument

Location

Three months ended September 30, 2023

 

Three months ended September 30, 2022

 

Commodity contracts:

 

 

 

 

 

Cash paid on derivatives

Operating revenue

$

 

$

(3,201

)

Non cash gain on derivatives

Operating revenue

 

 

 

367

 

Interest rate swaps

Interest expense

 

41

 

 

1,149

 

Net gain (loss)

 

$

41

 

$

(1,685

)

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Instrument

Location

Nine months ended September 30, 2023

 

Nine months ended September 30, 2022

 

Commodity contracts:

 

 

 

 

 

Cash paid on derivatives

Operating revenue

$

 

$

(6,872

)

Non cash loss on derivatives

Operating revenue

 

 

 

(1,440

)

Interest rate swaps

Interest expense

 

160

 

 

2,799

 

Net gain (loss)

 

$

160

 

$

(5,513

)

       Three Months Ended 

Derivative Instrument

  Location   March 31,
2021
   March 31,
2020
 

Commodity Contracts:

      

Realized Natural Gas

   Gas commodity sales   $—     $551 

Unrealized Natural Gas

   Other income    —      (388

Interest Rate Swaps

   Interest expense    418    (1,413
    

 

 

   

 

 

 

Net gain (loss)

    $418   $(1,250
    

 

 

   

 

 

 

NOTE 10 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s assets and liabilities that are measured at fair value on a recurring basis include the following as of March 31, 2021September 30, 2023 and December 31, 2020,2022, set forth by level, within the fair value hierarchy:

 

September 30, 2023

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Interest rate swap derivative asset

$

 

$

1,975

 

$

 

$

1,975

 

Asset retirement obligations

 

 

 

 

 

(5,797

)

 

(5,797

)

Pico earn-out liability

 

 

 

 

 

(4,802

)

 

(4,802

)

$

 

$

1,975

 

$

(10,599

)

$

(8,624

)

 

December 31, 2022

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Interest rate swap derivative asset

$

 

$

1,815

 

$

 

$

1,815

 

Asset retirement obligations

 

 

 

 

 

(5,493

)

 

(5,493

)

Pico earn-out liability

 

 

 

 

 

(3,843

)

 

(3,843

)

$

 

$

1,815

 

$

(9,336

)

$

(7,521

)

The three levels of the fair value hierarchy under authoritative guidance are described as follows:

Level 1: Observable inputs that reflect unadjusted quoted market prices in active markets for identical assets or liabilities.

   March 31, 2021 
   Level 1   Level 2   Level 3   Total 

Interest rate swap derivative liabilities

  $—     $(1,842  $—     $(1,842

Asset retirement obligations

   —      —      (5,783   (5,783

Pico earn-out liability

   —      —      (1,920   (1,920
  

 

 

   

 

 

   

 

 

   

 

 

 
  $—     $(1,842  $(7,703  $(9,545
  

 

 

   

 

 

   

 

 

   

 

 

 
   December 31, 2020 
   Level 1   Level 2   Level 3   Total 

Interest rate swap derivative liabilities

  $—     $(2,260  $—     $(2,260

Asset retirement obligations

   —      —      (5,689   (5,689

Pico earn-out liability

   —      —      (1,920   (1,920
  

 

 

   

 

 

   

 

 

   

 

 

 
  $—     $(2,260  $(7,609  $(9,869
  

 

 

   

 

 

   

 

 

   

 

 

 

Level 2: Inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices for similar assets or liabilities in inactive markets and other observable information that can be corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data, but significant to the fair value measurement.

A summary of changeschange in the fair valuesvalue of the Company’s Level 3 instruments,instrument, attributable to asset retirement obligations, for the threenine months ended MarchSeptember 30, 2023 and the year ended December 31, 2021 and 20202022 is included in Note 8. The Company’s earn-out fair

16


Table of Contents

value liability at its Idaho digester site is determined by calculating the estimated present value of the future obligation. The present value is assessed quarterly and is based on macro-economic factors such as inflation and risk free US Treasury rates. Company specific estimates utilized include current and future interest rates, digester inlet gas flow, and projected EBITDA. The earn-out is classified as a Level 3 financial instrument. Interest rate swap derivatives are classified as Level 2 financial instruments and are valued utilizing quoted forward Bloomberg Short-Term Bank Yield Index Rates. In addition, certain assets are measured at fair value on a non-recurring basis when an indicator of impairment is identified and the assets’ fair value isvalues are determined to be less than its carrying value. See Note 3 for additional information.

NOTE 11 – ACCRUED LIABILITIES

The Company’s accrued liabilities consists of the following as of March 31, 2021September 30, 2023 and December 31, 2020:2022:

 

September 30, 2023

 

December 31, 2022

 

Accrued expenses

$

4,593

 

$

3,221

 

Payroll and related benefits

 

2,041

 

 

1,561

 

Royalty

 

4,568

 

 

7,836

 

Utility

 

1,568

 

 

1,605

 

Deferred income

 

1,500

 

 

Accrued interest

 

842

 

 

794

 

Other

 

113

 

 

73

 

Accrued liabilities

$

15,225

 

$

15,090

 

   March 31, 2021   December 31, 2020 

Accrued expenses

  $3,613   $4,975 

Payroll and related benefits

   1,543    2,341 

Royalty

   2,705    2,620 

Utility

   1,063    1,147 

Other

   631    456 
  

 

 

   

 

 

 

Accrued Liabilities

  $9,555   $11,539 
  

 

 

   

 

 

 

NOTE 12 – DEBT

The Company’s debt consists of the following as of March 31, 2021September 30, 2023 and December 31, 2020:2022:

 

September 30, 2023

 

December 31, 2022

 

Term loans

$

66,000

 

$

72,000

 

Less: current principal maturities

 

(8,000

)

 

(8,000

)

Less: debt issuance costs (on long-term debt)

 

(414

)

 

(495

)

Long-term debt

$

57,586

 

$

63,505

 

Current portion of long-term debt

 

7,884

 

 

7,870

 

Total debt

$

65,470

 

$

71,375

 

   March 31, 2021   December 31, 2020 

Term Loans

  $27,500   $30,000 

Revolving credit facility

   36,697    36,697 

Less: current principal maturities

   (10,000   (10,000

Less: debt issuance costs (on long-term debt)

   (334   (429
  

 

 

   

 

 

 

Long-term Debt

  $53,863   $56,268 

Current Portion of Long- term Debt

   9,536    9,492 
  

 

 

   

 

 

 
  $63,399   $65,760 
  

 

 

   

 

 

 

Amended Credit Agreement

On December 12, 2018, Montauk Energy Holdings LLC (“MEH”), a wholly owned subsidiary of the Company, entered into the Second Amended and Restated Revolving Credit and Term Loan Agreement (as amended, “Credit Agreement”), by and among MEH, the financial institutions from time to time party thereto as lenders and Comerica Bank, as the administrative agent, sole lead arranger and sole bookrunner (“Comerica”). The Credit Agreement (i) amended and restated in its entirety MEH’s prior revolving credit and term loan facility, dated as of August 4, 2017, as amended, with Comerica and certain other financial institutions and (ii) replacesreplaced in its entirety the prior credit agreement, dated as of August 4, 2017, as amended, between Comerica and Bowerman Power LFG, LLC, a wholly-owned subsidiary of MEH.

On March 21, 2019, MEH entered into the first amendment to the Credit Agreement (the “First Amendment”), which clarified a variety of terms, definitions and calculations in the Credit Agreement. The Credit Agreement requires the Company to maintain customary affirmative and negative covenants, including certain financial covenants, which are measured at the end of each fiscal quarter.

On September 12, 2019, MEHthe Company entered into the second amendment to the Credit Agreement (the “Second Amendment”"Second Amendment"). Among other matters, the Second Amendment redefined the Fixed Charge Coverage Ratio (as defined in the Credit Agreement), reduced the commitments under the revolving credit facility to $80,000,$80,000, redefined the Total Leverage Ratio (as defined in the Credit Agreement) and eliminated the RIN Floor (as defined in the Second Amendment) as an Event of Default. In connection with the Second Amendment, MEHthe Company paid down the outstanding term loan by $38,250$38,250 and the resulting quarterly principal installments were reduced to $2,500. The maturity date$2,500.

On January 4, 2021, the Company, Montauk Holdings Limited (“MNK”) and Montauk Holdings USA, LLC (a direct wholly-owned subsidiary of MNK at the time, “Montauk USA”) entered into a series of transactions, including an equity exchange and a distribution collectively referred to as the “Reorganization Transactions,” that resulted in the Company owning all of the Credit Agreement was not changedassets and entities (other than Montauk USA) previously owned by the Second AmendmentMontauk USA, and remains December 12, 2023.Montauk Renewables became a direct wholly-owned

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subsidiary of MNK. In connection with the completion of the Reorganization Transactions and the IPO, the Company entered into the third amendment to the Credit Agreement (the “Third Amendment”). This amendment permitted the Change of Control provisions, as defined in the underlying agreement, to permit the Reorganization Transactions and the IPO to be completed.

On December 21, 2021, MEH entered into the fourth amendment to the Second Amended and Restated Revolving Credit and Term Loan Agreement ("the Fourth Amendment"). The amendment also added LIBOR cessation fallback language for a transition to specified alternative SOFR-based rates, or, if those alternatives cannot be determined, to another rate selected by the administrative agent and the borrower under the Amended Credit Agreement as well as provisions that allow one or more parties to transition in advance of the dates set forth above where specified conditions are met.

The Credit Agreement,current credit agreement, which is secured by a lien on substantially all assets of the Company and certain of its subsidiaries, provides for a $95,000$80,000 term loan, and a $90,000$120,000 revolving credit facility.facility, and includes a $75,000 accordion feature. The term loan amortizes in quarterly installments of $2,500 and has$2,000 through 2024, then increases to $3,000 from 2025 to 2026, with a final maturitypayment of December 12,$32,000 in late 2026.

The Company accounted for the Fourth Amendment as both a debt modification and debt extinguishment in accordance with ASC 470, Debt (“ASC 470”). In connection with the Credit Agreement, the Company paid $2,027 in fees. Of this amount, $326 was expensed and $1,701 was capitalized and will be amortized over the life of the Credit Agreement. Amortized debt issuance expense was $92 and $102 for the three months ended September 30, 2023 with anand 2022, respectively, and $276 and $314 for the nine months ended September 30, 2023 and 2022, respectively, and was recorded within interest rateexpense on the condensed consolidated statement of 2.926% and 2.961% at March 31, 2021 and December 31, 2020, respectively.operations.

As of March 31, 2021, $27,500September 30, 2023, $66,000 was outstanding under the term loan and $36,697 was outstanding under the revolving credit facility.loan. In addition, the Company had $5,765$2,505 of outstanding letters of credit as of March 31, 2021.September 30, 2023. Amounts available under the revolving credit facility are reduced by any amounts outstanding under letters of credit. As of March 31, 2021,September 30, 2023, the Company’s capacity available for borrowing under the revolving credit facility was $37,537.$117,495. Borrowings of the term loans and revolving credit facility bear interest at the LIBOR rate plus an applicable margin or the Prime ReferenceBloomberg Short-Term Bank Yield Index Rate plus an applicable margin,margin. Interest rates as elected by the Company.of September 30, 2023 and December 31, 2022 were 6.38% and 4.12%, respectively.

The Company accounted for the Third Amendment as a debt modification in accordance with ASC 470, Debt. In connection with the Credit Agreement, the Company paid a total of $1,821 in new debt issuance costs comprised of $836 in costs paid to the lenders and $985 in costs paid as arranger fees. Of this amount, $364 was expensed and $1,457 was capitalized and will be amortized over the life of the Credit Agreement. The Company also incurred $59 in legal fees associated with the Credit Agreement. Amortized debt issuance expense in the amount of $137 and $187 for the three months ended March 31, 2021 and 2020, respectively, was recorded in the interest expense on the statement of operations.

As of March 31, 2021,September 30, 2023, the Company was in compliance with all applicable financial covenants under the Credit Agreement.

Capitalized Interest

Capitalized interest was $0 and $361 for the three months ended March 31, 2021 and March 31, 2020, respectively. Interest is capitalized using the borrowing rate for the assets being constructed. Interest capitalized during 2020 was for the construction of two LFG-to-energy projects.

NOTE 13 – INCOME TAXES

The Company’s provision for income taxes in interim periods is typically computed by applying the estimated annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring or discrete items are recorded during the period(s)period in which they occur. InFor the first quarter of 2021, the Company calculated an unusually high estimated annual effective tax rate such that a reliable estimate of the annual effective tax rate could not be made. As such,three and nine months ended September 30, 2023, the Company utilized the actualan estimated effective tax rate for the year to date ended March 31, 2021 as the Company’s best estimate for the first quarter of 2021.rate.

 

Three months ended

 

 

September 30, 2023

 

September 30, 2022

 

Expense provision for income taxes

$

2,808

 

$

2,540

 

Effective tax rate

 

18

%

 

19

%

 

 

 

 

 

 

Nine Months Ended

 

 

September 30, 2023

 

September 30, 2022

 

Expense provision for income taxes

$

2,681

 

$

6,847

 

Effective tax rate

 

21

%

 

19

%

   Three Months Ended 
   March 31, 2021  March 31, 2020 

Provision for income taxes

  $1,382  $(10,787

Effective tax rate

   (10.7)%   217.0

Income tax expense for the three months ended March 31, 2021 was calculated using the actual year to date effective tax rate. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily due to the current year permanent disallowance of officers’ compensation.

The effective tax rate of (10.7)18% for the three months ended March 31, 2021September 30, 2023 was lower than the rate for the three months ended March 31, 2020September 30, 2022 of 19% primarily due to the increase in forecasted income in 2023 with respect to the annual estimated tax benefit that increased the 2020credit benefit.

The effective tax rate of 21% for the nine months ended September 30, 2023 was higher than the rate for the nine months ended September 30, 2022 of 19% primarily due to discrete tax expense recorded in connection with2023.

Income tax expense for the January 1, 2020 dissolutionthree and nine months ended September 30, 2023 was calculated using an estimated effective tax rate which differs from the U.S. federal statutory rate of the MEC partnership which allows all entities under Montauk Energy Capital (“MEC”)21% primarily due to file as part of our consolidated federalbenefits from production tax group.credits.

NOTE 14 – SHARE-BASED COMPENSATION

In January 2021, Montauk Renewables undertook the Reorganization Transactions which resulted in the Company owning all of the assets and entities (excluding Montauk USA) through which MNK’s business and operations are conducted. As a result of the Distribution, the options outstanding under MNK’s Employee Share Appreciation Rights Scheme (the “SAR Plan”) were cancelled. The Company recorded $82 and $230 of SAR Plan compensation expense incurred in January 2021, prior to the cancellation, and the three months ended March 31, 2020, respectively, and $2,050 of accelerated compensation expense in its condensed consolidated statements of operations within general and administrative expenses in connection with the cancellation of the options under the SAR Plan for the three months ended March 31, 2021.

The board of directors of Montauk Renewables adopted in January 2021 the Montauk Renewables, Inc. Equity and Incentive Compensation Plan (“MRI EICP”). in January 2021. Following the closing of the IPO, the board of directors of Montauk Renewables approved in January 2021 the grant of non-qualified stock options, restricted stock units and restricted stock unit and restricted stockshare awards to the employees of Montauk Renewables and its subsidiaries.subsidiaries in January 2021. In connection with the grants of the restricted stock,share awards, the officers of the Company made elections under Section

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83(b) of the Internal Revenue Code of 1986, as amended (the “Code”). In connection withCode. Pursuant to such elections, the Company withheld 950,214 shares of common stock from such awards at a price of $11.38$11.38 per share from such awards. The Company records and reports share-based compensation for stock options, restricted stock,shares and restricted stock units when vested in the case of restricted stock and restricted stock units, and exercised, in the case of options, when such awards are settled in shares ofthe Company’s common stock of Montauk Renewables. As of March 31, 2021, unrecognized MRI EICPstock. Stock compensation expense forrelated to these awards the Company expects to vest approximated $14,900was $685 and will be recognized over approximately 5 years. The Company recognized $1,654 of MRI EICP compensation expense in its condensed consolidated statements of operations within general and administrative expenses$1,524 for the three months ended March 31, 2021.September 30, 2023 and September 30, 2022, respectively and $1,279 and $5,746 for the nine months ended September 30, 2023, and September 30, 2022 respectively.

In connection with a May 2021 asset acquisition, 1,250,000 restricted share awards (“RS Awards”) were granted to two employees that were hired by the Company in connection with such acquisition. The RS Awards were to vest over a five-year period and subject to the achievement of time and performance-based vesting criteria over such period. In May 2022, the RS Awards were amended to remove the performance-based vesting criteria and will only be subject to time-based vesting requirements over a five-year period. The awards were revalued at $15,500. Stock compensation expense related to the two awards was $1,227 for the three months ended September 30, 2023 and 2022, respectively and $3,681 and $1,636 for the nine months ended September 30, 2023 and 2022 respectively.

In April 2023, the board of directors of the Company approved the grant of non-qualified stock options to the executive officers of the Company, which vest ratably over a period of three to five years. In September 2023, the board of directors approved the grant of non-qualified stock options to a new executive officer of the Company, which vest ratably over a period of three to five years. Stock compensation expense related to these awards was $588 and $1,035 for the three months and nine months ended September 30, 2023, respectively.

The restricted stock,shares, restricted stock unitunits and option awards are subject to vesting schedules that commence or conclude, in the case of the option and restricted stock unit awards, on the one-year anniversary of the grant date and are subject to the terms and conditions of the MRI EICP and related award agreements including, in the case of the restricted stockshare awards, each officer having made an election under Section 83(b) of the Code. The Company recorded $10,813 of compensation expense in its condensed consolidated statements of operations within general and administrative expenses for the three months ended March 31, 2021 in connection with the withheld 950,214 shares associated with the Section 83(b) elections.

Options granted under the MRI EICP allow the recipient to receive the Company’s common stock equal to the appreciation in the fair market value of the Company’s common stock between the grant date the award was granted and the exercise and settlement of options into shares as of the exercise date.dates. The fair value of the MRI EICP options werewas estimated using the Black-Scholes option pricing modelmodel. Three blocks of options have been awarded since inception of the plan with the following weighted-average assumptions (no dividends were expected):

 

 

September 2023 Awards

 

Options awarded

 

 

225,000

 

Risk-free interest rate

 

4.44%-4.65%

 

Expected volatility

 

71%-73%

 

Expected option life (in years)

 

3.5-5.5

 

Grant-date fair value

 

$

5.72

 

 

 

 

 

 

 

April 2023 Awards

 

Options awarded

 

 

2,100,000

 

Risk-free interest rate

 

3.71%-3.97%

 

Expected volatility

 

78%-80%

 

Expected option life (in years)

 

3.5-5.5

 

Grant-date fair value

 

$

4.25

 

 

 

 

 

 

 

January 2021 Awards

 

Options awarded

 

 

950,214

 

Risk-free interest rate

 

 

0.5

%

Expected volatility

 

 

32

%

Expected option life (in years)

 

 

5.5

 

Grant-date fair value

 

$

3.44

 

19

   March 31, 2021 

Risk-free interest rate

   0.5

Expected volatility

   32.0

Expected option life (in years)

   5.5 

Grant-date fair value

  $3.44 

Table of Contents

The risk-free interest rate was based on United States Treasury yields in effect at the time of the grant for notes with terms comparable to the awards. The expected option life represents an estimate of the period of time options are expected to remain outstanding based on the mid-point of the exercisable period to account for the possibility of early exercise or maturity. As the Company recently completed its IPO in January 2021, there is no sufficient stock volatility historical data. The expected volatility was based on the average historical stock price volatility of comparable publicly-traded companies in its industry peer group.

The following table summarizes the options,restricted shares, restricted stock units and restricted stock unitsoptions outstanding under the MRI EICP as of March 31, 2021:September 30, 2023 and September 30, 2022, respectively:

 

 

Restricted Shares

 

 

Restricted Stock Units

 

 

Options

 

 

 

Number of
shares

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Number of
shares

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Number of
shares

 

 

Weighted
Average
Exercise
Price

 

End of period - December 31, 2022

 

 

2,028,301

 

 

$

11.80

 

 

 

280,000

 

 

$

10.13

 

 

 

 

 

$

 

Beginning of period - January 1, 2023

 

 

2,028,301

 

 

$

11.80

 

 

 

280,000

 

 

$

10.13

 

 

 

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,325,000

 

 

 

4.39

 

Vested

 

 

(215,165

)

 

 

11.38

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(73,395

)

 

 

11.38

 

 

 

(80,000

)

 

10.23

 

 

 

 

 

 

 

End of period - September 30, 2023

 

 

1,739,741

 

 

$

11.87

 

 

 

200,000

 

 

$

10.09

 

 

 

2,325,000

 

 

$

4.39

 

   Restricted Shares   Restricted Stock Units   Options 
   Number of
Shares
  Weighted Average
Grant Date
Fair Value
   Number
of
Shares
  Weighted Average
Grant Date
Fair Value
   Number
of Shares
   Weighted Average
Exercise Price
 

End of period - December 31, 2020

   —    $—      —    $—      —     $—   
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

Beginning of period - January 1, 2021

   —    $—      —    $—      —     $—   

Granted

   2,092,836   11.38    29,568   11.38    950,214    11.38 

Vested

   (950,214  11.38    —     —      —      —   

Forfeited

   —     —      (792  11.38    —      —   

Exercised

   —     —      —     —      —      —   
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

End of period – March 31, 2021

   1,142,622  $11.38    28,776  $11.38    950,214   $11.38 
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

 

 

 

Restricted Shares

 

 

Restricted Stock Units

 

 

Options

 

 

 

Number of
shares

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Number of
shares

 

 

Weighted
Average
Grant Date
Fair Value

 

 

Number of
shares

 

 

Weighted
Average
Exercise
Price

 

End of period - December 31, 2021

 

 

2,569,613

 

 

$

10.08

 

 

 

377,984

 

 

$

10.23

 

 

 

950,214

 

 

$

11.38

 

Beginning of period - January 1, 2022

 

 

2,569,613

 

 

$

10.08

 

 

 

377,984

 

 

$

10.23

 

 

 

950,214

 

 

$

11.38

 

Granted

 

 

1,250,000

 

 

 

12.40

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

(256,681

)

 

 

11.38

 

 

 

(27,984

)

 

 

11.38

 

 

 

(950,214

)

 

 

11.38

 

Forfeited

 

 

(1,250,000

)

 

 

9.04

 

 

 

 

 

 

 

 

 

 

 

 

 

End of period - September 30, 2022

 

 

2,312,932

 

 

$

11.75

 

 

 

350,000

 

 

$

10.13

 

 

 

 

 

$

 

The following table summarizesAs of September 30, 2023 none of the 950,214 vested options and restricted stock underhave been exercised. Unrecognized MRI EICP compensation expense for awards the SAR PlanCompany expects to vest as of March 31, 2020:September 30, 2023, was $20,486 and will be recognized over approximately 5 years.

   Options   Restricted Stock 
   Number of
Shares
   Weighted Average
Exercise Price
   Number of
Shares
   Weighted Average
Grant Date
Fair Value
 

End of period - December 31, 2019

   1,872,534   $1.18    1,939,200   $ 0.95 
  

 

 

   

 

 

   

 

 

   

 

 

 

Beginning of period - January 1, 2020

   1,872,534   $1.18    1,939,200   $0.95 

Granted

   —      —      —      —   

Forfeited

   —      —      —      —   

Exercised

   (50,000   0.44    —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

End of period – March 31, 2020

   1,822,534   $1.20    1,939,200   $0.95 
  

 

 

   

 

 

   

 

 

   

 

 

 

NOTE 15 – DEFINED CONTRIBUTION PLAN

The Company maintains a 401(k) defined contribution plan for eligible employees. The Company matches 50%50% of an employee’s deferrals up to 4%4%. The Company also contributes 3%3% of eligible employee’s compensation expense as a safe harbor contribution. The matching contributions vest ratably over four years of service, while the safe harbor contributions vest immediately. Incurred expense related to the 401(k) plan was approximately $135 and $108$166 for the three months ended March 31, 2021September 30, 2023 and 2020,2022, respectively, and $496 and $519 for the nine months ended September 30, 2023 and 2022, respectively.

NOTE 16 – SEGMENT INFORMATIONRELATED PARTY TRANSACTIONS

On January 26, 2021, the Company entered into a Loan Agreement and Secured Promissory Note (the “Initial Promissory Note”) with Montauk Holdings Limited (“MNK”). MNK is currently an affiliate of the Company and certain of the Company’s directors and executive officers are also directors and executive officers of MNK. Pursuant to the Initial Promissory Note, the Company advanced a cash loan of $5,000 to MNK for MNK to pay its dividend's tax liability arising from the Reorganization Transactions under the South African Income Tax Act, 1962 (Act No. 58 of 1962), as amended (the “South African Income Tax Act”). On February 22, 2021, the Company and MNK entered into an Amended and Restated Promissory Note (the “Amended Promissory Note”) to increase the principal amount of the loan to a total of $7,140, in the aggregate, on December 22, 2021 entered into the Second Amended and Restated Loan Agreement and Secured Promissory Note (the “Second Amended Promissory Note”) to increase the principal amount of the loan to a total of $8,940, in the aggregate, and on December 22, 2022 entered into the First Amendment of the Second Amended and Restated Loan Agreement and Secured Promissory Note (the “First Amendment of Second Amended Promissory Note”) to amend the maturity date to June 30, 2023, and on June 21, 2023 entered into the Third Amended and Restated Loan Agreement and Secured Promissory Note (the "Third Amended and Restated Loan Agreement and Secured Promissory Note") to increase the principal amount of the loan to a total of $10,040, in the aggregate and extend the maturity date of the loan to December 31, 2023 each in accordance with the Company’s obligations set forth in the transaction implementation agreement entered into by and among the Company, MNK and the other party thereto, dated November 6, 2020, and amended on January 14, 2021. The "Third Amended and Restated Loan Agreement and Secured Promissory Note" increased the security interest of the Company from 800,000 shares of the common stock of the Company owned by MNK to 976,623 shares of the Company. MNK is required to use the

20


Table of Contents

proceeds of any such sale of the shares to repay the note. The Amended Promissory Note has default provisions where MNK will deliver any unsold shares of the Company back to the Company to satisfy repayment of the note.

Under applicable guidance for variable interest entities in ASC 810, Consolidation, the Company determined that MNK is a variable interest entity. The Company concluded that it is not the primary beneficiary of the variable interest entity, as the Company does not have a controlling financial interest and does not have the power to direct the activities that most significantly impact the economic performance of MNK. Accordingly, the Company concluded that presentation of the Amended Promissory Note as a related party receivable remains appropriate. The maximum exposure to loss is limited to the Promissory Note principal and accrued interest, which totaled $10,128 and $8,990 as of September 30, 2023 and 2022, respectively.

MNK was delisted from the JSE on January 26, 2021. The MNK Board of Directors and Shareholders held its annual general meeting in March 2023 and voted to take MNK private.

Related Party Reimbursements

Periodically the Company will reimburse MNK and HCI Managerial Services Proprietary Limited, the administrator for the Company’s reportable segmentssecondarily listed Johannesburg Stock Exchange trading symbol, for expenses incurred on behalf of the Company. Amounts reimbursed were $4 for the three months ended March 31, 2021September 30, 2023 and 2020 are Renewable Natural Gas2022, respectively, and Renewable Electricity Generation. Renewable Natural Gas includes the production of RNG. Renewable Electricity Generation includes generation of electricity at biogas-to-electricity plants. The corporate entity is not determined to be an operating segment but is discretely disclosed for purposes of reconciliation of the Company’s condensed consolidated financial statements. The following tables are consistent with the manner in which the chief operating decision maker evaluates the performance of each segment$106 and allocates the Company’s resources. In the following tables “RNG” refers to Renewable Natural Gas and “REG” refer to Renewable Electricity Generation.

   Three Months Ended March 31, 2021 
   RNG   REG   Corporate   Total 

Total Revenue

  $28,123   $3,324   $—     $31,447 

Net Income (Loss)

   10,561    (2,241   (22,585   (14,265

EBITDA

   14,779    (765   (20,514   (6,500

Adjusted EBITDA (1)

   14,779    (139   (20,426   (5,786

Total Assets

   157,436    50,156    45,770    253,362 

Capital Expenditure

   1,306    23    6    1,335 

(1) First quarter of 2021 EBITDA Reconciliation

The following table is a reconciliation of the Company’s reportable segments’ net income from continuing operations to Adjusted EBITDA$12 for the threenine months ended MarchSeptember 30, 2023 and 2022, respectively. $49 and $26 were owed as of September 30, 2023 and December 31, 2021:

   Three Months Ended March 31, 2021 
   RNG   REG   Corporate   Total 

Net Income (loss)

  $ 10,561   $ (2,241  $ (22,585  $ (14,265

Depreciation and amortization

   4,218    1,474    45    5,737 

Interest expense

   —      —      646    646 

Income tax expense (benefit)

   —      2    1,380    1,382 
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

  $   14,779   $(765  $ (20,514  $(6,500
  

 

 

   

 

 

   

 

 

   

 

 

 

Impairment loss

   —      626    —      626 

Transaction costs

   —      —      88    88 
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

  $14,779   $(139  $(20,426  $(5,786
  

 

 

   

 

 

   

 

 

   

 

 

 
   Three Months Ended March 31, 2020 
   RNG   REG   Corporate   Total 

Total Revenue

  $13,425   $4,496   $482   $18,403 

Net Income (Loss)

   1,158    (519   5,177    5,816 

EBITDA

   4,628    1,318    (3,355   2,591 

Adjusted EBITDA (1)

   4,628    1,596    (2,967   3,257 

Total Assets

   137,268    81,809    36,713    255,790 

Capital Expenditure

   4,105    1,060    39    5,204 

(1) First quarter of 2020 EBITDA Reconciliation

The following table is a reconciliation of the Company’s reportable segments’ net income from continuing operations to Adjusted EBITDA for the three months ended March 31, 2020:

   Three Months Ended March 31, 2020 
   RNG   REG   Corporate   Total 

Net Income (loss)

  $1,158   $(519  $5,177   $5,816 

Depreciation and amortization

   3,470    1,835    43    5,348 

Interest expense

   —      —      2,214    2,214 

Income tax expense (benefit)

   —      2    (10,789   (10,787
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

  $4,628   $1,318   $(3,355  $2,591 

Impairment loss

   —      278    —      278 

Non-cash hedging charges

   —      —      388    388 
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

  $4,628   $1,596   $(2,967  $3,257 
  

 

 

   

 

 

   

 

 

   

 

 

 

For the three months ended March 31, 2021 and 2020, four and three customers, respectively, made up greater than 10% of our total revenues.

   Three Months Ended March 31, 2021 
   RNG  REG  Corporate   Total 

Customer A

     13.1        —         —          13.1

Customer B

   10.0  —     —      10.0

Customer C

   11.0  —     —      11.0

Customer D

   26.2  —     —      26.2
   Three Months Ended March 31, 2020 
   RNG  REG  Corporate   Total 

Customer A

   —     20.6  —      20.6

Customer B

   18.6  —     —      18.6

Customer C

   15.7  —     —      15.7

NOTE 17 – LEASES

The Company leases office space and other office equipment under operating lease arrangements (with initial terms greater than twelve months), expiring in various years through 2024. These leases have been entered into to better enable the Company to conduct business operations. Office space is leased to provide adequate workspace for all employees in Pittsburgh, Pennsylvania and Houston, Texas.

The Company determines if an arrangement is, or contains, a lease at inception based on whether that contract conveys the right to control the use of an identified asset in exchange for consideration for a period of time. For all operating lease arrangements, the Company presents at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

The Company has elected, as a practical expedient, not to separate non-lease components from lease components, and instead account for each separate component as a single lease component for all lease arrangements, as lessee. In addition, the Company has elected, as a practical expedient, not to apply lease recognition requirements to short-term lease arrangements, generally those with a lease term of less than twelve months, for all classes of underlying assets. In determination of the lease term, the Company considers the likelihood of lease renewal options and lease termination provisions.

The Company uses its incremental borrowing rate as the basis to calculate the present value of future lease payments at lease commencement. The incremental borrowing rate approximates the rate to borrow funds on a collateralized basis over a similar term and in a similar economic environment.

As of March 31, 2021, there were no leases entered into which have not yet commenced and that would entitle the Company to significant rights or create additional obligations.

Supplemental information related to operating lease arrangements was as follows:

   Three Months Ended
March 31,
 
   2021  2020 

Cash paid for amounts included in the measurement of operating lease liabilities

  $76  $75 

Weighted average remaining lease term (in years)

   1.51   1.61 

Weighted average discount rate

   5.00  5.00

Future minimum lease payments for the three months ending March 31, are as follows:

           Amount         

Year Ending

  

Remainder of 2021

  $227 

2022

   317 

2023

   8 

2024

   1 

Interest

   (20
  

 

 

 

Total

  $533 
  

 

 

 

NOTE 18 – LOSS PER SHARE

Basic loss per share were computed using the following common share data for the three months ended March 31:

   Three Months Ended
March 31, 2021
 

Net loss

  $(14,265

Basic weighted-average shares outstanding

   141,015,213 

Dilutive effect of share-based awards

   —   
  

 

 

 

Diluted weighted-average shares outstanding

   141,015,213 
  

 

 

 

Basic loss per share

  $(0.10

Diluted loss per share

  $(0.10

2022, respectively.

As a result of incurring a net loss for the three months ended March 31, 2021, potential common shares of 2,121,612 were excluded from diluted loss per share because the effect would have been antidilutive.

NOTE 17 – SEGMENT INFORMATION

The Company’s reportable segments for the three and nine months ended September 30, 2023 and 2022 are Renewable Natural Gas and Renewable Electricity Generation. Renewable Natural Gas includes the production of RNG. Renewable Electricity Generation includes generation of electricity at biogas-to-electricity plants. The corporate entity is not determined to be an operating segment but is discretely disclosed for purposes of reconciliation of the Company’s condensed consolidated financial statements. The following tables are consistent with the manner in which the chief operating decision maker evaluates the performance of each segment and allocates the Company’s resources. In the following tables, “RNG” refers to Renewable Natural Gas and “REG” refer to Renewable Electricity Generation.

 

 

Three months ended September 30, 2023

 

 

 

RNG

 

 

REG

 

 

Corporate

 

 

Total

 

Total revenue

 

$

50,935

 

 

$

4,753

 

 

$

 

 

$

55,688

 

Net income (loss)

 

 

24,159

 

 

 

704

 

 

 

(11,929

)

 

 

12,934

 

EBITDA

 

 

28,143

 

 

 

2,005

 

 

 

(7,765

)

 

 

22,383

 

Adjusted EBITDA (1)

 

 

28,194

 

 

 

2,005

 

 

 

(7,765

)

 

 

22,434

 

Total assets

 

 

172,888

 

 

 

65,048

 

 

 

107,675

 

 

 

345,611

 

Capital expenditures

 

 

8,673

 

 

 

7,105

 

 

 

41

 

 

 

15,819

 

(1)
Third quarter of 2023 EBITDA Reconciliation

The following table is a reconciliation of the Company’s reportable segments’ net income (loss) from continuing operations to Adjusted EBITDA for the three months ended September 30, 2023:

 

 

Three months ended September 30, 2023

 

 

 

RNG

 

 

REG

 

 

Corporate

 

 

Total

 

Net income (loss)

 

$

24,159

 

 

$

704

 

 

$

(11,929

)

 

$

12,934

 

Depreciation, depletion and amortization

 

 

3,984

 

 

 

1,301

 

 

 

61

 

 

 

5,346

 

Interest expense

 

 

 

 

 

 

 

 

1,295

 

 

 

1,295

 

Income tax expense

 

 

 

 

 

 

 

 

2,808

 

 

 

2,808

 

EBITDA

 

$

28,143

 

 

$

2,005

 

 

$

(7,765

)

 

$

22,383

 

Impairment loss

 

 

51

 

 

 

 

 

 

 

 

 

51

 

Adjusted EBITDA

 

$

28,194

 

 

$

2,005

 

 

$

(7,765

)

 

$

22,434

 

21


Table of Contents

 

 

Three months ended September 30, 2022

 

 

 

RNG

 

 

REG

 

 

Corporate

 

 

Total

 

Total revenue

 

$

54,343

 

 

$

4,351

 

 

$

(2,834

)

 

$

55,860

 

Net income (loss)

 

 

26,841

 

 

 

(1,689

)

 

 

(13,965

)

 

 

11,187

 

EBITDA

 

 

30,572

 

 

 

(326

)

 

 

(11,316

)

 

 

18,930

 

Adjusted EBITDA (1)

 

 

30,615

 

 

 

1,807

 

 

 

(11,543

)

 

 

20,879

 

Total assets

 

 

152,113

 

 

 

53,303

 

 

 

118,527

 

 

 

323,943

 

Capital expenditures

 

 

6,225

 

 

 

1,061

 

 

 

315

 

 

 

7,601

 

(1)
Third quarter of 2022 EBITDA Reconciliation

The following table is a reconciliation of the Company’s reportable segments’ net income from continuing operations to Adjusted EBITDA for the three months ended September 30, 2022:

 

 

Three months ended September 30, 2022

 

 

 

RNG

 

 

REG

 

 

Corporate

 

 

Total

 

Net income (loss)

 

$

26,841

 

 

$

(1,689

)

 

$

(13,965

)

 

$

11,187

 

Depreciation, depletion and amortization

 

 

3,731

 

 

 

1,363

 

 

 

73

 

 

 

5,167

 

Interest expense

 

 

 

 

 

 

 

 

36

 

 

 

36

 

Income tax expense

 

 

 

 

 

 

 

 

2,540

 

 

 

2,540

 

EBITDA

 

$

30,572

 

 

$

(326

)

 

$

(11,316

)

 

$

18,930

 

Net loss on sale of assets

 

 

43

 

 

 

 

 

 

 

 

 

43

 

Impairment loss

 

 

 

 

 

2,133

 

 

 

140

 

 

 

2,273

 

Unrealized gains on hedging activities

 

 

 

 

 

 

 

 

(367

)

 

 

(367

)

Adjusted EBITDA

 

$

30,615

 

 

$

1,807

 

 

$

(11,543

)

 

$

20,879

 

For the three months ended September 30, 2023 and 2022, four and two customers, respectively, made up greater than 10% of total revenues.

 

 

Three months ended September 30, 2023

 

 

 

RNG

 

 

REG

 

 

Corporate

 

 

Total

 

Customer A

 

 

21.9

%

 

 

 

 

 

 

 

 

21.9

%

Customer B

 

 

19.0

%

 

 

 

 

 

 

 

 

19.0

%

Customer C

 

 

13.8

%

 

 

 

 

 

 

 

 

13.8

%

Customer D

 

 

10.9

%

 

 

 

 

 

 

 

 

10.9

%

 

 

Three months ended September 30, 2022

 

 

 

RNG

 

 

REG

 

 

Corporate

 

 

Total

 

Customer A

 

 

43.9

%

 

 

 

 

 

 

 

 

43.9

%

Customer B

 

 

12.4

%

 

 

 

 

 

 

 

 

12.4

%

The Company’s reportable segments for the nine months ended September 30, 2023 and 2022 are Renewable Natural Gas and Renewable Electricity Generation.

 

 

Nine months ended September 30, 2023

 

 

 

RNG

 

 

REG

 

 

Corporate

 

 

Total

 

Total revenue

 

$

114,328

 

 

$

13,769

 

 

$

-

 

 

$

128,097

 

Net income (loss)

 

 

42,847

 

 

 

(97

)

 

 

(32,601

)

 

 

10,149

 

EBITDA

 

 

54,570

 

 

 

3,788

 

 

 

(26,055

)

 

 

32,303

 

Adjusted EBITDA (1)

 

 

55,384

 

 

 

3,788

 

 

 

(25,969

)

 

 

33,203

 

Total assets

 

 

172,888

 

 

 

65,048

 

 

 

107,675

 

 

 

345,611

 

Capital expenditures

 

 

33,863

 

 

 

11,498

 

 

 

45

 

 

 

45,406

 

22


Table of Contents

(1) First nine months of 2023 EBITDA and Adjusted EBITDA Reconciliations

The following table is a reconciliation of the Company’s reportable segments’ net income (loss) from continuing operations to Adjusted EBITDA for the nine months ended September 30, 2023:

 

 

Nine months ended September 30, 2023

 

 

 

RNG

 

 

REG

 

 

Corporate

 

 

Total

 

Net income (loss)

 

$

42,847

 

 

$

(97

)

 

$

(32,601

)

 

$

10,149

 

Depreciation, depletion and amortization

 

 

11,723

 

 

 

3,885

 

 

 

184

 

 

 

15,792

 

Interest expense

 

 

 

 

 

 

 

 

3,681

 

 

 

3,681

 

Income tax expense

 

 

 

 

 

 

 

 

2,681

 

 

 

2,681

 

EBITDA

 

$

54,570

 

 

$

3,788

 

 

$

(26,055

)

 

$

32,303

 

Impairment loss

 

 

777

 

 

 

 

 

 

 

 

 

777

 

Net loss on sale of assets

 

 

37

 

 

 

 

 

 

 

 

 

37

 

Transaction costs

 

 

 

 

 

 

 

 

86

 

 

 

86

 

Adjusted EBITDA

 

$

55,384

 

 

$

3,788

 

 

$

(25,969

)

 

$

33,203

 

 

 

Nine months ended September 30, 2022

 

 

 

RNG

 

 

REG

 

 

Corporate

 

 

Total

 

Total revenue

 

$

151,577

 

 

$

12,651

 

 

$

(8,312

)

 

$

155,916

 

Net income (loss)

 

 

75,021

 

 

 

(4,284

)

 

 

(41,513

)

 

 

29,224

 

EBITDA

 

 

86,109

 

 

 

(126

)

 

 

(34,120

)

 

 

51,863

 

Adjusted EBITDA (1)

 

 

86,197

 

 

 

1,738

 

 

 

(32,457

)

 

 

55,478

 

Total assets

 

 

152,113

 

 

 

53,303

 

 

 

118,527

 

 

 

323,943

 

Capital expenditures

 

 

10,039

 

 

 

2,390

 

 

 

321

 

 

 

12,750

 

(1) First nine months of 2022 EBITDA and Adjusted EBITDA Reconciliations

The following table is a reconciliation of the Company’s reportable segments’ net income (loss) from continuing operations to Adjusted EBITDA for the nine months ended September 30, 2022:

 

 

Nine months ended September 30, 2022

 

 

 

RNG

 

 

REG

 

 

Corporate

 

 

Total

 

Net income (loss)

 

$

75,021

 

 

$

(4,284

)

 

$

(41,513

)

 

$

29,224

 

Depreciation, depletion and amortization

 

 

11,088

 

 

 

4,158

 

 

 

207

 

 

 

15,453

 

Interest expense

 

 

 

 

 

 

 

 

339

 

 

 

339

 

Income tax expense

 

 

 

 

 

 

 

 

6,847

 

 

 

6,847

 

EBITDA

 

$

86,109

 

 

$

(126

)

 

$

(34,120

)

 

$

51,863

 

Net loss (gain) on sale of assets

 

 

61

 

 

 

(311

)

 

 

 

 

 

(250

)

Impairment loss

 

 

27

 

 

 

2,175

 

 

 

191

 

 

 

2,393

 

Unrealized losses on hedging activities

 

 

 

 

 

 

 

 

1,440

 

 

 

1,440

 

Transaction costs

 

 

 

 

 

 

 

 

32

 

 

 

32

 

Adjusted EBITDA

 

$

86,197

 

 

$

1,738

 

 

$

(32,457

)

 

$

55,478

 

For the nine months ended September 30, 2023 and 2022, four and two customers, respectively, made up greater than 10% of total revenues.

 

 

Nine months ended September 30, 2023

 

 

 

RNG

 

 

REG

 

 

Corporate

 

 

Total

 

Customer A

 

 

21.1

%

 

 

 

 

 

 

 

 

21.1

%

Customer B

 

 

13.0

%

 

 

 

 

 

 

 

 

13.0

%

Customer C

 

 

12.0

%

 

 

 

 

 

 

 

 

12.0

%

Customer D

 

 

10.9

%

 

 

 

 

 

 

 

 

10.9

%

23


Table of Contents

 

 

Nine months ended September 30, 2022

 

 

 

RNG

 

 

REG

 

 

Corporate

 

 

Total

 

Customer A

 

 

31.6

%

 

 

 

 

 

 

 

 

31.6

%

Customer B

 

 

13.2

%

 

 

 

 

 

 

 

 

13.2

%

NOTE 18 – LEASES

The Company leases office space and other office equipment under operating lease arrangements (with initial terms greater than twelve months), expiring in various years through 2033. These leases have been entered into to better enable the Company to conduct business operations. Office space is leased to provide adequate workspace for all employees in Pittsburgh, Pennsylvania and Houston, Texas. Office space and office equipment agreements that exceed 12 months are accounted for as operating leases in accordance with ASC 842, Leases.

The Company also leases safety equipment for the various operational sites in the United States. The term of certain equipment exceeds twelve months and is accordingly classified as a finance lease under ASC 842. The finance leases expire in 2024 and were entered into in order to provide a safe work environment for operational employees.

The Company determines if an arrangement is, or contains, a lease at inception based on whether that contract conveys the right to control the use of an identified asset in exchange for consideration for a period of time. For all operating and finance lease arrangements, the Company presents at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

The Company has elected, as a practical expedient, not to separate non-lease components from lease components, and instead account for each separate component as a single lease component for all lease arrangements, as lessee. In addition, the Company has elected, as a practical expedient, not to apply lease recognition requirements to leases with a term of one year or less. In determination of the lease term, the Company considers the likelihood of lease renewal options and lease termination provisions.

The Company uses its incremental borrowing rate, as the basis to calculate the present value of future lease payments, at lease commencement. The incremental borrowing rate represents the rate that would approximate the rate to borrow funds on a collateralized basis over a similar term and in a similar economic environment.

Supplemental information related to operating lease arrangements was as follows:

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2023

 

 

2022

 

Cash paid for amounts included in the measurement of operating lease liabilities

 

$

108

 

 

$

83

 

Weighted average remaining lease term (in years)

 

 

6.08

 

 

 

1.50

 

Weighted average discount rate

 

 

5.00

%

 

 

5.00

%

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2023

 

 

2022

 

Cash paid for amounts included in the measurement of operating lease liabilities

 

$

280

 

 

$

282

 

Weighted average remaining lease term (in years)

 

 

6.08

 

 

 

1.50

 

Weighted average discount rate

 

 

5.00

%

 

 

5.00

%

24


Table of Contents

Future minimum operating lease payments are as follows:

Year Ending

 

 

 

Remainder of 2023

 

$

150

 

2024

 

 

611

 

2025

 

 

623

 

2026

 

 

573

 

2027

 

 

583

 

Thereafter

 

 

3,308

 

Imputed interest

 

 

(1,202

)

Total

 

$

4,646

 

Supplemental information related to finance lease arrangements was as follows:

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2023

 

 

2022

 

Cash paid for amounts included in the measurement of financing lease liabilities

 

$

19

 

 

$

12

 

Weighted average remaining lease term (in years)

 

 

0.40

 

 

 

1.58

 

Weighted average discount rate

 

 

5.00

%

 

 

5.00

%

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2023

 

 

2022

 

Cash paid for amounts included in the measurement of financing lease liabilities

 

$

57

 

 

$

18

 

Weighted average remaining lease term (in years)

 

 

0.40

 

 

 

1.58

 

Weighted average discount rate

 

 

5.00

%

 

 

5.00

%

Future minimum finance lease payments are as follows:

Year Ending

 

 

 

Remainder of 2023

 

$

19

 

2024

 

 

26

 

Imputed interest

 

 

(1

)

Total

 

$

44

 

NOTE 19 – RELATED PARTY TRANSACTIONSINCOME PER SHARE

In connectionBasic and diluted income per share was computed using the following common share data for the three and nine months ended September 30, 2023 and 2022, respectively:

 

 

Three months ended September 30, 2023

 

 

Three months ended September 30, 2022

 

Net income

 

$

12,934

 

 

$

11,187

 

Basic weighted-average shares outstanding

 

 

141,717,612

 

 

 

141,290,748

 

Dilutive effect of share-based awards

 

 

582,263

 

 

 

1,431,648

 

Diluted weighted-average shares outstanding

 

 

142,299,875

 

 

 

142,722,396

 

Basic income per share

 

$

0.09

 

 

$

0.08

 

Diluted income per share

 

$

0.09

 

 

$

0.08

 

25


Table of Contents

 

 

Nine months ended September 30, 2023

 

 

Nine months ended September 30, 2022

 

Net income

 

$

10,149

 

 

$

29,224

 

Basic weighted-average shares outstanding

 

 

141,661,790

 

 

 

141,156,126

 

Dilutive effect of share-based awards

 

 

339,037

 

 

 

1,471,585

 

Diluted weighted-average shares outstanding

 

 

142,000,827

 

 

 

142,627,711

 

Basic income per share

 

$

0.07

 

 

$

0.21

 

Diluted income per share

 

$

0.07

 

 

$

0.20

 

NOTE 20 – COMMITMENTS AND CONTINGENCIES

Environmental

The Company is subject to a variety of environmental laws and regulations governing discharges to the air and water, as well as the handling, storage and disposing of hazardous or waste materials. The Company believes its operations currently comply in all material respects with all environmental laws and regulations applicable to its business. However, there can be no assurance that environmental requirements will not change in the Distribution,future or that the Company loaned MNK $7,140, which is recordedwill not incur significant costs to comply with such requirements.

Contingencies

The Company, from time to time, may be involved in litigation. At September 30, 2023, management does not believe there are any matters outstanding that would have a material adverse effect on the condensed consolidated balance sheet within related party receivable, for its dividends tax liability arising under the South African Income Tax Act, 1962, as amended. As security for this loan, MNK has pledged certainCompany’s financial position or results of its shares in the Company to Montauk and agreed to use the proceeds from the sale of such shares to repay this loan.operations.

NOTE 2021 – SUBSEQUENT EVENTS

The Company evaluated its March 31, 2021September 30, 2023 condensed consolidated financial statements through May 14, 2021, the date the financial statements were issued. The Company is not aware of any subsequent events which would require recognition or disclosure in the consolidated financial statements, except for the matters discussed below.statements.

On May 10, 2021, the Company, through a newly formed wholly-owned subsidiary, Montauk Swine Ag, LLC (“Montauk Swine”), announced the acquisition26


Table of the technology and certain assets of a business (the “Acquisition”) that specializes in developing technology to recover, refine, and recycle natural resources from waste streams of modern agriculture through proprietary and other processes in order to produce high quality renewable natural gas, bio-oil and biochar (the “Business”). The assets acquired include real-property, intellectual property, mobile equipment, and other equipment related to operating the Business. The purchase price for the Business and related assets consisted of approximately (i) $3,797 paid in cash at closing and (ii) two restricted stock awards, in equal amounts, granted under the MRI EICP.

Contents
ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. The historical consolidated financial data discussed below reflects the historical results of operations and financial position of Montauk USA. The consolidated financial statements of Montauk USA, our predecessor for accounting purposes, became our historical financial statements following the IPO. Certain historical financial data discussed below relates to periods prior to the Reorganization Transactions. Throughout this section, dollar amounts are expressed in thousands, except for per share amounts, and MMBTUMMBtu, MWh, and RIN pricing amounts and unless otherwise indicated.

In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A.–Risk Factors” of our 2022 Annual Report and elsewhere in this report.

Overview

Montauk Renewables is a renewable energy company specializing in the recovery and processing of biogas from landfills and other non-fossil fuel sources for beneficial use as a replacement to fossil fuels. We develop, own, and operate RNG projects, using proven technologies that supply RNG into the transportation industry and use RNG to produce Renewable Electricity. We are one of the largest U.S. producers of RNG, having participated in the industry for over 30 years. We established our operating portfolio of 12 RNG and three Renewable Electricity projects through self-development, partnerships, and acquisitions that span sixeight states.

Biogas is produced by microbes as they break down organic matter in the absence of oxygen (during a process called anaerobic digestion). Our two current sources of commercial scale biogas are LFG and ADG, which is produced inside an airtight tank used to breakdown organic matter, such as livestock waste.or ADG. We typically secure our biogas feedstock through long-term fuel supply agreements and property lease agreements with biogas site hosts. Once we secure long-term fuel supply rights, we design, build, own, and operate facilities that convert the biogas into RNG or use the processed biogas to produce Renewable Electricity. We sell the RNG and Renewable Electricity through a variety of short-, medium-, and long-termterm length agreements. Because we are capturing waste methane and making use of a renewable source of energy, our RNG and Renewable Electricity generate valuable Environmental Attributes which we are able to monetize under U.S. federal and state renewable initiatives.

Our current operating projects produce either RNG or Renewable Electricity by processing biogas from landfill sites or agricultural waste from livestock farms. We view agricultural waste from livestock farms as a significant opportunity for us to expand our RNG business, and we continue to evaluate other agricultural feedstock opportunities. We believe that our business model and technology are highly scalable given availability of biogas from agriculturally derived sources, which will allow us to continue to grow through prudent development and complimentary acquisitions.

Recent Developments

RIN Generation

During the third quarter of 2023, D3 RIN generation decreased approximately 8.0% when comparing RIN generation in July 2023 to September 2023, as reported by the US EPA. This compares to an approximate 6.6% increase in RIN generation between July 2022 to September 2022. We believe contributing factors to this third quarter of 2023 reduction of D3 RIN generation could include drought weather anomalies of lower than average rainfall and higher than average temperatures. As some of our production facilities experienced these weather anomalies, our production during the third quarter of 2023 was impacted.

Capital Development Summary

The following summarizes our ongoing development growth plans expected volume contribution, anticipated commencement of operations, and capital expenditure estimate, respectively:

Development Opportunity

Estimated Volume Contribution

(MMBtu/day)

Anticipated Commencement Date

Estimated Capital Expenditure

Pico Digestion Capacity Increase

300

2023 fourth quarter

Up to $18,000

Second Apex RNG Facility

2,100

Second half of 2024

$25,000-$35,000

Blue Granite RNG Facility

900

2025

$25,000-$35,000

Bowerman RNG Facility

3,600

2026

$85,000-$95,000

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Pico Digestion Capacity Increase

During the third quarter of 2023, we commissioned additional digestion capacity and our new reception pit. We have begun utilizing the increased reception pit capacity and have been working to increase feedstock gas availability through the additional digestion capacity. We expect to commission the last expansion of our digestion capacity increase during the fourth quarter of 2023 that will be necessary to process the final tranche of increased feedstock in 2025.

Related to our Pico feedstock amendment, which increased the amount of feedstock supplied to the facility for processing over a one to three-year period (the “Pico Feedstock Amendment”), the dairy began delivering the first and second increases in feedstock during the third quarter of 2022 and we have made three payments to the dairy as required in the Pico Feedstock Agreement. The improved efficiencies of our existing digestion process and the water management improvements have enabled us to process the increased feedstock volumes which we currently expect to increase by five to ten percent once all increased feedstock deliveries have been received from the dairy. We completed the design of the digestion capacity project in the third quarter of 2022 and continue to incur capital expenditures related to the final construction phase of the project. Our dairy host informed us that they expect to deliver the final increase in feedstock volumes in 2025, at which point we will make the final contractual payment to the dairy.

Blue Granite RNG Project

In the first quarter of 2023, we announced the planned entrance into South Carolina with the development of a new landfill gas-to-RNG facility. The planned project is expected to contribute approximately 900 MMBtu per day of production capacity upon commissioning. We continue to design and plan for the development and location of the facility as we continue to incur capital expenditures. We are currently reviewing various alternatives related to interconnection opportunities as part of our considerations for offtake options with the understanding those alternatives may differ from initial development project assumptions. We expect the project to be complete and become commercially operational in 2025.

Montauk Ag Asset Acquisition

In 2021, through a wholly-owned subsidiary Montauk Ag Renewables, we completed an asset purchase related to developing technology to recover residual natural resources from the waste streams of modern agriculture and to refine and recycle such waste products through proprietary and other processes in order to produce high quality renewable natural gas and biochar (the “Montauk Ag Renewables Acquisition”).

In connection with the July 2023 REC agreement with Duke Energy (“Duke”), in September 2023 our Board of Directors approved funding for the first phase of the North Carolina development project. Once construction has been completed on the first phase and the facility has been fully commissioned, the project will provide sufficient capacity to satisfy the Duke REC agreement through the deployment of up to eight operational processing lines at the Turkey Creek facility. Including the original equipment acquired in the Montauk Ag Renewables Acquisition, the Turkey, NC asset acquisition, and the relocation of the Magnolia, NC site reactor to Turkey, NC, we currently expect the first phase capital investment to range between $140,000 and $160,000.

We currently expect to have the first of the eight processing lines operational in the first half of 2024, we are currently planning for a rolling commissioning schedule for the remaining processing lines beginning in the second half of 2024 through the second half of 2025. We expect to begin generating revenues in 2025 and we expect to have sufficient capacity to satisfy the Duke REC agreement upon final commissioning during the second half of 2025. At full first phase capacity, we anticipate the ability to process feedstock from over 120 thousand hog spaces per day, which equates to over 200 tons of daily waste collection. We currently estimate the first phase of the project will annually produce approximately 45 to 50 thousand MWh equivalents through the combination of 190 to 200 thousand MMBtu and 25 to 30 thousand MWh. We also estimate that at full processing capabilities, we expect the first phase of the project will additionally produce annually 17 to 20 thousand tons of char soil enhancement.

We continue to develop the opportunities with Montauk Ag Renewables and can give no assurances that our plans related to this acquisition will meet our expectations. Utility interconnection, both inbound to and outbound from our centralized Turkey, NC processing facility is dependent on factors outside of our control. Our current construction timeline and costs are subject to delays or costs increases, respectively. We continue to design and plan for the development of the Turkey, NC facility to be used for commercial production. We expect the Magnolia, NC location to be used for various feedstock processing needs. Based on our current development timeline expectations, we do not expect to commence significant revenue generating activities until 2025. We intend to contract with additional farms to secure feedstock sources for future production processes.

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Key Trends

Market Trends Affecting the Renewable Fuel Market

We believe demand for RNG produced from biogas remains strong due to increasing public policy initiatives focused on reducing greenhouse gas emissions, including methane, as well as continued public and private sector interest in the development of additional renewable energy sources to offset traditional fossil fuel energy sources.

Key drivers for the long-term growth of RNG include the following factors:

Regulatory or policy initiatives, including the federal RFS program and state or national-level low-carbon fuel programs in states such as California and Oregon or Canada, that drive demand for RNG and its derivative Environmental Attributes (as further described below).
Efficiency, mobility and capital cost flexibility in RNG operations enable them to compete successfully in multiple markets. Our operating model is nimble, as we commonly use modular equipment; our RNG processing equipment is more efficient than its fossil-fuel counterparts.
Demand for compressed natural gas (“CNG”) from natural gas-fueled vehicles. The RNG we create is pipeline quality and can be used for transportation fuel when converted to CNG. CNG is commonly used by medium-duty fleets that are close to fueling stations, such as city fleets, local delivery trucks and waste haulers.
Regulatory requirements, market pressure and public relations challenges increase the time, cost and difficulty of permitting new fossil fuel-fired facilities.

Factors Affecting Our Future Operating Results:

Conversion of Electricity Projects to RNG Projects:

We periodically evaluate opportunities to convert existing facilities from Renewable Electricity to RNG production. These opportunities tend to be most attractive for any merchant electricity facilities given the favorable economics for the sale of RNG plus RINs relative to the sale of market rate electricity plus RECs. This strategy has been an increasingly attractive avenue for growth since 2014 when RNG from landfills became eligible for D3 RINs. However, during the conversion of a project, there is a gap in production while the electricity project is offline until it commences operation as an RNG facility, which can adversely affect us. This timing effect may adversely affect our operating results as a result of our potential conversion of Renewable Electricity projects. Upon completion of a conversion, we expect that the increase in revenue upon commencement of RNG production will more than offset the loss of revenue from Renewable Electricity production. Historically, we have taken advantage of these opportunities on a gradual basis at our merchant electricity facilities, such as Atascocita and Coastal Plains.We are not currently considering any conversion of electricity projects.

Acquisition and Development Pipeline

The timing and extent of our development pipeline affects our operating results due to:

Impact of Higher Selling, General and Administrative Expenses Prior to the Commencement of a Project’s Operation: We incur significant expenses in the development of new RNG projects. Further, the receipt of RINs is delayed, and typically does not commence for a period of four to six months after the commencement of injecting RNG into a pipeline, pending final registration approval of the project by the EPA and then the subsequent completion of a third-party quality assurance plan certification. During such time, the RNG is either physically or theoretically stored and later withdrawn from storage to allow for the generation of RINs, subject to future EPA biogas regulatory reform.
Shifts in Revenue Composition for Projects from New Fuel Sources: As we expand into livestock farm projects, our revenue composition from Environmental Attributes will change. We believe that livestock farms offer us a lucrative opportunity, as the value of LCFS credits for dairy farm projects, for example, are a multiple of those realized from landfill projects due to the significantly more attractive CI score of livestock farms.
Incurrence of Expenses Associated with Pursuing Prospective Projects That Do Not Come to Fruition: We incur expenses to pursue prospective projects with the goal of a site host accepting our proposal or being awarded a project in a competitive bidding process. Historically, we have evaluated opportunities which we decided not to pursue further due to the prospective project not meeting our internal investment thresholds or a lack of success in a competitive bidding process. To the extent we seek to pursue a greater number of projects or bidding for projects becomes more competitive, our expenses may increase.

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Regulatory, Environmental and Social Trends

Regulatory, environmental and social factors are key drivers that incentivize the development of RNG and Renewable Electricity projects and influence the economics of these projects. We are subject to the possibility of legislative and regulatory changes to certain incentives, such as RINs, RECs and GHG initiatives. On July 12, 2023, the EPA issued final rules in the Federal Register for the RFS volume requirements for 2023-2025. Final volumes for cellulosic biofuel were set at 838, 1,090 and 1,376 million RINs for the three years 2023, 2024 and 2025, respectively. The EPA did not finalize the eRIN program in this ruling, however, it indicated that it will continue to work on potential paths forward for the eRIN program. However, the EPA did not set a new date for a revised eRIN program. The cellulosic biofuel volumes in the final rule for 2024 and 2025 are lower than the proposed volume as they do not include cellulosic biofuel from eRINs. The final rule also included significant changes to the existing RFS program, referred to as biogas regulatory reform, that will require the RNG industry to modify how all RINs are generated. New RFS participating facilities that register July 1, 2024 or after will have to meet the biogas regulatory reform provisions beginning July 1, 2024. Existing RFS participating facilities which registered prior to July 1, 2024 will have until January 1, 2025 to come into compliance with biogas regulatory reforms. For existing registrants, registration updates must be submitted by October 1, 2024. On January 1, 2025, all RFS participants must comply with biogas regulatory reform provisions. The EPA finalized a limitation that biogas from one facility has a single use under the RFS as proposed (i.e., biointermediate, RNG or CNG/LNG via biogas closed distribution system). The EPA clarified that this does not preclude non-RFS uses at same facility.

In September 2023, CARB posted the Standardized Regulatory Impact Assessment ("SRIA") for the California LCFS program which provides an initial economic evaluation of potential changes to the LCFS program. The submittal of the SRIA is one of many steps CARB must take prior to updating the regulations. CARB anticipates releasing draft regulatory language for the California LCFS program for a formal 45-day public comment during the fourth quarter of 2023. The SRIA will increase the stringency of CI reduction targets from 20% to 30% in 2030. This reduction would have the potential impact of reducing the number of net credits in the program, however, the industry may see pricing volatility including potential increase to LCFS credit prices. Also proposed in the SRIA is a phase out of avoided methane crediting for dairy and swine manure pathways by 2040. The proposed amendments would allow at least one 10-year crediting period inclusive of avoided methane for applications certified through December 31, 2029 and allow a five-year crediting period for re-certified pathways between January 1, 2030 and December 31, 2034.

Changes to the LCFS program require annual verification of the CI score assigned to a project. Annual verification could significantly affect the profitability of a project, particularly in the case of a livestock farm project.

Factors Affecting Revenue

Our total operating revenues include renewable energy and related sales of Environmental Attributes. Renewable energy sales primarily consist of the sale of biogas, including LFG and ADG, which is either sold or converted to Renewable Electricity. Environmental Attributes are generated and monetized from the renewable energy.

We report revenues from two operating segments: Renewable Natural Gas and Renewable Electricity Generation. Corporate relates to additional discrete financial information for the corporate function; primarily used as a shared service center for maintaining functions described belowsuch as executive, accounting, treasury, legal, human resources, tax, environmental, engineering, and other operations functions not otherwise allocated to a segment. As such, the corporate entity is not determined to be an operating segment but is discretely disclosed for purposes of reconciliation to the Company’s consolidated financial statements.

Renewable Natural Gas Revenues: We record revenues from the production and sale of RNG and the generation and sale of the Environmental Attributes derived from RNG, such as RINs and LCFS credits. Our RNG revenues from Environmental Attributes are recorded net of a portion of Environmental Attributes shared with off-take counterparties as consideration for such counterparties using the RNG as a transportation fuel. We monetize a portion of our RNG production under fixed-price and counterparty sharing agreements, which provide floor prices in excess of commodity indices and sharing percentages of the monetization of Environmental Attributes. Under these sharing arrangements, we receive a portion of the profits derived from counterparty monetization of the Environmental Attributes in excess of the floor prices. We commissioned our Pico RNG facility in August 2020 and began reporting it within our RNG segment beginning October 2020. We commissioned Coastal RNG facility in September 2020. While these sites will contribute to improved volumes, we expect facilities to go through optimization periods after commissioning prior to meeting budget expectations.

Renewable Natural Gas Revenues: We record revenues from the production and sale of RNG and the generation and sale of the Environmental Attributes derived from RNG, such as RINs and LCFS credits. Our RNG revenues from Environmental Attributes are recorded net of a portion of Environmental Attributes shared with off-take counterparties as consideration for such counterparties using the RNG as a transportation fuel. We monetize a portion of our RNG production under fixed-price agreements which provide floor prices in excess of commodity indices. A decision to commit to sell an increased amount of RNG volumes into the voluntary market and not generate and sell separately Environmental Attributes could impact our future profitability.
Renewable Electricity Generation Revenues: We record revenues from the production and sale of Renewable Electricity and the generation andsale of the Environmental Attributes, such as RECs, derived from Renewable Electricity. All of our Renewable Electricity production is monetized under fixed-price PPAs from our existing operating projects.
Corporate Revenues: Corporate reports realized and unrealized gains or losses under our gas hedge programs. The Company does not have any active gas hedge programs. Corporate also relates to additional discrete financial information for the corporate function; primarily used as a shared service center for maintaining

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Renewable Electricity Generation Revenues: We record revenues from the production and sale of Renewable Electricity and the generation and sale of the Environmental Attributes, such as RECs, derived from Renewable Electricity. All of our Renewable Electricity production is monetized under fixed-price PPAs from our existing


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functions such as executive, accounting, treasury, legal, human resources, tax, environmental, engineering and other operations functions not otherwise allocated to a segment.

Our operating projects.

Corporate Revenues: Corporate reports realized and unrealized gains or losses under our gas hedge programs. Corporate also relates to additional discrete financial information for the corporate function; primarily used as a shared service center for maintaining functions such as executive, accounting, treasury, legal, human resources, tax, environmental, engineering and other operations functions not otherwise allocated to a segment.

Our revenues are priced based on published index prices which can be influenced by factors outside our control, such as market impacts on commodity pricing and regulatory developments. Strategic decisions to not monetize RINs available to be transferred will have an impact on our operating revenues and operating profit. As we self market a significant portion of our RINs and as the RFS is based on annual compliance, any strategic decision to not monetize available RINs in a quarter could impact the timing of operating revenues recognized during a fiscal year. With our royalty payments structured as a percentage of revenue, royalty payments fluctuate with changes in revenues. Due to these factors, we place a primary focus on managing production volumes and operating and maintenance expenses as these factors are more controllable by us.

RNG Production

Our RNG production levels are subject to fluctuations based on numerous factors, including:

Disruptions to Production: Disruptions to waste placement operations at our active landfill sites, severe weather events, failure or degradation of our or a landfill operator’s equipment, our inability to fill open or newly created positions, or interconnection or transmission problems could result in a reduction of our RNG production. We strive to proactively address any issues that may arise through preventative maintenance, process improvement and flexible redeployment of equipment to maximize production and useful life.

Disruptions to Production: Disruptions to waste placement operations at our active landfill sites, severe weather events, failure or degradation of our or a landfill operator’s equipment or interconnection or transmission problems could result in a reduction of our RNG production. We strive to proactively address any issues that may arise through preventative maintenance, process improvement and flexible redeployment of equipment to maximize production and useful life. In November 2019, our McCarty facility lost production capacity of one of its engines due to its failure. Production was not restored until March 2020 when a replacement was commissioned. Our first quarter of 2021 volumes improved approximately 29.1% from the first quarter of 2020 due mainly to the commissioning of this engine in the prior year period. In October 2020, California wildfires forced our Bowerman facility to temporarily shut down. While production resumed in November 2020, our first quarter of 2021 revenues related to the Bowerman facility were approximately 18.9% lower than the prior year period, related in part to these wildfires.

Recent

Many of our operating locations are in areas experiencing lower than historical cold weatherrainfall, higher than average temperatures, or both, during the third and fourth quarter of 2023. This has negatively impacted our Atascocita, Galveston,production and ability to generate and sell RINs.
Though we collaborate with the landfill host at our Rumpke facility on our gas collection efforts, in addition to drought weather anomalies, other wellfield extraction environmental factors have temporarily impacted gas extraction at the site. While the site continues to expand their waste intake and we continue to expand wellfield collection, our volumes could be impacted into 2024. Mitigation efforts related to wellfield environmental factors could continue into 2024.
The landfill host at our McCarty facility recently changed its wellfield collection system which has contributed to elevated nitrogen in the feedstock received by our facility. Additionally, the landfill host modified the wellfield bifurcation approach which has impacted the quantity of feedstock received at the facility. We are working with the landfill host but have currently experienced lower volumes of feedstock available to be processed at the McCarty facility. We currently expect lower than historical volumes through the end of 2023.
Our processing of increased Pico feedstock during 2023 may be impacted while we expand the receiving capacity associated with the Pico digestion capacity increase.
Quality of Biogas: We are reliant upon the quality and Coastal Plains facilities locatedavailability of biogas from our site partners. The quality of the waste at our landfill projectsites is subject to change based on the volume and type of waste accepted. Variations in Texas during February 2021.the quality of the biogas could affect our RNG production levels. At three of our projects, we operate the wellfield collection system, which allows greater control over the quality and consistency of the collected biogas. At two of our projects, we have operating and management agreements by which we earn revenue for managing the wellfield collection systems. Additionally, our dairy farm project benefits from the consistency of feedstock and controlled environment of collection of waste to improve biogas quality.
RNG Production at these facilities was temporarily idled due to the loss of power from February 14 through February 20, 2021 and force majeure events were declared byOur Growth Projects: We anticipate increased production at certain of our counter-partiesexisting projects as open landfills continue totake in additional waste and the amount of gas available for collection increases. Delays in commencement of production or by us for the period February 12 through February 22, 2021 related to these weather events. Operationsextended commissioning issues at these facilities have subsequently resumed, but related to arrangements we have with certaina new project or a conversion project would delay any realization of our utility suppliers, we were able to divert utilities back into the grid. Due mainly to these agreements, our utility costs within our RNG segment were approximately 54.9% lower in the first quarter of 2021 as compared to the first quarter of 2020. Our utility costs normalized during the second quarter of 2021.

production from that project.

Quality of Biogas: We are reliant upon the quality and availability of biogas from our site partners. The quality of the waste at our landfill projectsites is subject to change based on the volume and type of waste accepted. Variations in the quality of the biogas could affect our RNG production levels. At three of our projects, we operate the wellfield collection system, which allows greater control over the quality and consistency of the collected biogas. At two of our projects, we have operating and management agreements by which we earn revenue for managing the wellfield collection systems. Additionally, our dairy farm project benefits from the consistency of feedstock and controlled environment of collection of waste to improve biogas quality.

RNG Production from Our Growth Projects: We anticipate increased production at certain of our existing projects as open landfills continue to take in additional waste and the amount of gas available for collection increases. Delays in commencement of production or extended commissioning issues at a new project or a conversion project would delay any realization of production from that project.

Pricing

Pricing

Our Renewable Natural Gas and Renewable Electricity Generation segments’ revenues are primarily driven by the prices under our off-take agreements and PPAs and the amount of RNG and Renewable Electricity that we produce. We sell the RNG produced from our projects under a variety of short-term and medium-termtermed agreements to counterparties, with contract terms varying from three years to five years. Our contracts with counterparties are typically structured to be based on varying natural gas price indices for the RNG produced. All of the Renewable Electricity produced at our biogas-to-electricity projects is sold under long-term contracts to creditworthy counterparties, typically under a fixed price arrangement with escalators.

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The pricing of Environmental Attributes, which accounts for a substantial portion of our revenues, is subject to volatility based on a variety of factors, including regulatory and administrative actions and commodity pricing.

OurDuring the first quarter of 2023, our Pico dairy farm project is expected to bewas awarded a more attractive CI by CARB, thereby generating LCFS credits at a multiple of those generated by our landfill projects. This information is expected to become known in 2022.

The sale of RINs, which is subject to market price fluctuations, accounts for a substantial portion of our revenues. We manage against the risk of these fluctuations through forward sales of RINs, although currently we generally only sell RINs in the calendar year they are generated. InWe have not entered into significant forward sell commitments beyond the fourth quarter of 2020, due to the uncertainty regarding the outcome of the 2020 US Presidential election, we entered into forward commitments of approximately 50% of our expected 2021 RIN generation. These forward commitments were based on D3 RIN index prices at the time of the commitment, therefore our realized average RIN price in the first quarter of 2021 of approximately $1.91 was below the D3 RIN index of approximately $2.54. The remaining forward commitments will only be monetized throughout 2021.2023. Realized prices for Environmental Attributes monetized in a year may not correspond directly to index prices in the current or following year due to the forward selling of commitments. We have entered into commitments to monetize all RINs expected to be generated at an average realized price of $3.09.

Factors Affecting Operating Expenses

Our operating expenses include royalties, transportation, gathering and production fuel expenses, project operating and maintenance expenses, general and administrative expenses, depreciation and amortization, net loss (gain) on sale of assets, impairment loss and transaction costs. Our operating expenses can be subject to inflationary cost increases that are largely out of our control.

Project Operating and Maintenance Expenses: Operating and maintenance expenses primarily consist of expenses related to the collection and processing of biogas, including biogas collection system operating and maintenance expenses, biogas processing, operating and maintenance expenses, and related labor and overhead expenses. At the project level, this includes all labor and benefit costs, ongoing corrective and proactive maintenance, project level utility charges, rent, health and safety, employee communication, and other general project level expenses. Unanticipated feedstock processing or gas conditioning equipment failures occurring outside our planned preventative maintenance program can increase project operating and maintenance expenses and reduce production volumes.
Royalties, Transportation, Gathering and Production Fuel Expenses: Royalties represent payments made to our facility hosts, typically structuredas a percentage of revenue. Transportation and gathering expenses include capacity and metering expenses representing the costs of delivering our RNG and Renewable Electricity production to our customers. These expenses include payments to pipeline operators and other agencies that allow for the transmission of our gas and electricity commodities to end users. Production fuel expenses generally represent alternative royalty payments based on quantity usage of biogas feedstock.
General and Administrative Expenses: General and administrative expenses primarily consist of corporate expenses and unallocated support functions for our operating facilities, including personnel costs for executive, finance, accounting, investor relations, legal, human resources, operations, engineering, environmental registration and reporting, health and safety, IT and other administrative personnel and professional fees and general corporate expenses. We expect increased general and administrative expenses associated with our ongoing development of Montauk Ag Renewables in 2023. We also expect increased general and administrative expenses associated with share-based compensation related to the board of directors approval of grants of stock options to the executives of the Company in April 2023. The Company accounts for share-based compensation related to grants made through its equity and incentive compensation plan under FASB ASC 718.For more information, see Note 14 to our unaudited condensed consolidated financial statements related to share-based compensation.
Depreciation and Amortization: Expenses related to the recognition of the useful lives of our intangible and fixed assets. We spend significantcapital to build and own our facilities. In addition to development capital, we annually reinvest to maintain these facilities.
Impairment Loss: Expenses related to reductions in the carrying value(s) of fixed and/or intangible assets based on periodic evaluations wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Transaction Costs: Transaction costs primarily consist of expenses incurred for due diligence and other activities related to potential acquisitionsand other strategic transactions.

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Project Operating and Maintenance Expenses: Operating and maintenance expenses primarily consist of expenses related to the collection and processing of biogas, including biogas collection system operating and maintenance expenses, biogas processing, operating and maintenance expenses, and related labor and overhead expenses. At the project level, this includes all labor and benefit costs, ongoing corrective and proactive maintenance, project level utility charges, rent, health and safety, employee communication, and other general project level expenses. Scheduled timing of proactive maintenance can be based on equipment usage and, as equipment ages, these costs may not be linear as compared to prior years.

Royalties, Transportation, Gathering and Production Fuel Expenses: Royalties represent payments made to our facility hosts, typically structured as a percentage of revenue. Transportation and gathering expenses include capacity and metering expenses representing the costs of delivering our RNG and Renewable Electricity production to our customers. These expenses include payments to pipeline operators and other agencies that allow for the transmission of our gas and electricity commodities to end users. Production fuel expenses generally represent alternative royalty payments based on quantity usage of biogas feedstock.

General and Administrative Expenses: General and administrative expenses primarily consist of corporate expenses and unallocated support functions for our operating facilities, including personnel costs for executive, finance, accounting, investor relations, legal, human resources, operations, engineering, environmental registration and reporting, health and safety, IT and other administrative personnel and professional fees and general corporate expenses. In connection with the consummation of the IPO and the Reorganization Transactions, stock options issued under MNK’s SAR Plan were canceled. Under ASC 718, the Company accelerated all previously unvested stock-based compensation expense of approximately $2,050 in January 2021. The Company’s board of directors approved grants of restricted stock, non-qualified stock option, and restricted stock unit awards under the MRI EICP on January 28, 2021. The Company accounted for stock-based compensation related to these equity awards under ASC 718 and recognized approximately $1,654 in stock-based compensation related to these awards in the first quarter of 2021. The Company currently expects this amount to reflect the quarterly expense for each of the remaining quarters in 2021 as the other share-based compensation expense in the first quarter of 2021 was a one-time expense related to the cancellation and replacement of the SAR Plan with the MRI EICP. Finally, in connection with restricted stock awarded, the recipients made elections under 83(b) of the Code and we withheld a portion of the restricted stock awarded. In accordance with ASC 718, the Company recognized accelerated stock-based compensation expense related to the shares and we recorded approximately $10,813 in stock-based compensation in the first quarter of 2021. In the aggregate, we recognized approximately $14,598 in stock-based compensation in the first quarter of 2021. For more information, see Note 1 to our audited consolidated financial statements.

Depreciation and Amortization: Expenses related to the recognition of the useful lives of our intangible and fixed assets. We spend significantcapital to build and own our facilities. In addition to development capital, we annually reinvest to maintain these facilities.

Impairment Loss: Expenses related to reductions in the carrying value(s) of fixed and/or intangible assets based on periodic evaluations wheneverevents or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Transaction Costs: Transaction costs primarily consist of expenses incurred for due diligence and other activities related to potential acquisitionsand other strategic transactions.

Key Operating Metrics

Total operating revenues reflect both sales of renewable energy and sales of related Environmental Attributes. As a result, our revenues are primarily affected by unit production of RNG and Renewable Electricity, production of Environmental Attributes, and the prices at which we monetize such production. Set forth below is an overview of these key metrics:

Production volumes: We review performance by site based on unit of production calculations for RNG and Renewable Electricity, measured interms of MMBtu and MWh, respectively. While unit of production measurements can be influenced by schedule facility maintenance schedules, the metric is used to measure the efficiency of operations and the impact of optimization improvement initiatives. We monetize a majority of our RNG commodity production under variable-price agreements, based on indices. A portion of our Renewable Natural Gas segment commodity production is monetized under fixed-priced contracts. Our Renewable Electricity Generation segment commodity production is primarily monetized under fixed-priced PPAs.
Production of Environmental Attributes: We monetize Environmental Attributes derived from our production of RNG and Renewable Electricity.We carry-over a portion of the RINs generated from RNG production to the following year and monetize the carried over RINs in such following calendar year. A majority of our Renewable Natural Gas segment Environmental Attributes are self-monetized. A majority of our Renewable Electricity Generation segment Environmental Attributes are monetized as a component of our fixed-price PPAs.
Average realized price per unit of production: Our profitability is highly dependent on the commodity prices for natural gas and electricity, and theEnvironmental Attribute prices for RINs, LCFS credits, and RECs. Realized prices for Environmental Attributes monetized in a year may not correspond directly with that year’s production as attributes may be carried over and subsequently monetized. Realized prices for Environmental Attributes monetized in a year may not correspond directly to index prices due to the forward selling of commitments.

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Table of Contents

Comparison of Three Months Ended September 30, 2023 and 2022

Production volumes: We review performance by site based on unit of production calculations for RNG and Renewable Electricity, measured interms of MMBtu and MWh, respectively. While unit of production measurements can be influenced by schedule facility maintenance schedules, the metric is used to measure the efficiency of operations and the impact of optimization improvement initiatives. We monetize a majority of our RNG commodity production under variable-price agreements, based on indices. A portion of our Renewable Natural Gas segment commodity production is monetized under fixed-priced contracts. Our Renewable Electricity Generation segment commodity production is primarily monetized under fixed-priced PPAs.

Production of Environmental Attributes: We monetize Environmental Attributes derived from our production of RNG and Renewable Electricity.We carry-over a portion of the RINs generated from RNG production to the following year and monetize the carried over RINs in such following calendar year. A majority of our Renewable Natural Gas segment Environmental Attributes are self-monetized, though a portion are generated and monetized by third parties under counterparty sharing agreements. A majority of our Renewable Electricity Generation segment Environmental Attributes are monetized as a component of our fixed-price PPAs.

Average realized price per unit of production: Our profitability is highly dependent on the commodity prices for natural gas and electricity, and theEnvironmental Attribute prices for RINs, LCFS credits, and RECs. Realized prices for Environmental Attributes monetized in a year may not correspond directly with that year’s production as attributes may be carried over and subsequently monetized. Realized prices for Environmental Attributes monetized in a year may not correspond directly to index prices due to the forward selling of commitments.

The following table summarizes the key operating metrics described above, which metrics we use to measure performance.

 

Three Months Ended
September 30,

 

 

 

 

 

Change

 

 

2023

 

 

2022

 

 

Change

 

 

%

 

(in thousands, unless otherwise indicated)  Three Months
Ended March 31,
     

 

 

 

 

 

 

 

 

 

 

 

  2021 2020 Change Change
%
 

Revenues

     

 

 

 

 

 

 

 

 

 

Renewable Natural Gas Total Revenues

  $28,123  $13,889  $14,234   102.5

 

$

50,935

 

 

$

54,343

 

 

$

(3,408

)

 

 

(6.3

%)

Renewable Electricity Generation Total Revenues

  $3,324  $4,461  $(1,137  (25.5)% 

 

$

4,753

 

 

$

4,351

 

 

$

402

 

 

 

9.2

%

 

 

 

 

 

 

 

 

 

RNG Metrics

     

 

 

 

 

 

 

 

 

 

CY RNG production volumes (MMBtu)

   1,348   1,389   (41  (3.0)% 

 

 

1,380

 

 

 

1,437

 

 

 

(57

)

 

 

(4.0

%)

Less: Current period RNG volumes under fixed/floor-price contracts

   (453  (554  (101  (18.2)% 

 

 

(327

)

 

 

(333

)

 

 

6

 

 

 

(1.8

%)

Plus: Prior period RNG volumes dispensed in current period

   353   267   86   32.2

 

 

367

 

 

 

367

 

 

 

 

 

 

0.0

%

Less: Current period RNG production volumes not dispensed

   (350  (374  (24  (6.4)% 

 

 

(320

)

 

 

(439

)

 

 

119

 

 

 

(27.1

%)

Total RNG volumes available for RIN generation (1)

   898   728   170   23.4

 

 

1,100

 

 

 

1,032

 

 

 

68

 

 

 

6.6

%

 

 

 

 

 

 

 

 

 

RIN Metrics

     

 

 

 

 

 

 

 

 

 

Current RIN generation ( x 11.727) (2)

   10,534   8,538   1,996   23.4

 

 

12,898

 

 

 

12,100

 

 

 

798

 

 

 

6.6

%

Less: Counterparty share (RINs)

   (1,147  (921  226   24.5

 

 

(1,351

)

 

 

(1,399

)

 

 

48

 

 

 

(3.4

%)

Plus: Prior period RINs carried into CY

   110   1,330   (1,220  (91.7)% 

Plus: Prior period RINs carried into current period

 

 

2,967

 

 

 

1,547

 

 

 

1,420

 

 

 

91.8

%

Less: CY RINs carried into next CY

   —     —     —     —   

 

 

 

 

 

 

 

 

 

 

 

 

Total RINs available for sale (3)

   9,497   8,947   550   6.1

 

 

14,514

 

 

 

12,248

 

 

 

2,266

 

 

 

18.5

%

Less: RINs sold

   (8,875  (7,835  1,040   13.3

 

 

(13,750

)

 

 

(10,850

)

 

 

(2,900

)

 

 

26.7

%

RIN Inventory

   622   1,112   (490  (44.1)% 

 

 

764

 

 

 

1,398

 

 

 

(634

)

 

 

(45.4

%)

RNG Inventory (volumes not dispensed for RINs) (4)

   350   374   (24  (6.4)% 

 

 

320

 

 

 

439

 

 

 

(119

)

 

 

(27.1

%)

Average Realized RIN price

  $1.91  $0.76  $1.15   151.3

 

$

3.05

 

 

$

3.49

 

 

$

(0.44

)

 

 

(12.6

%)

 

 

 

 

 

 

 

 

 

Operating Expenses

     

 

 

 

 

 

 

 

 

 

Renewable Natural Gas Operating Expenses

  $13,134  $9,415  $3,719   39.5

 

$

22,837

 

 

$

23,785

 

 

$

(948

)

 

 

(4.0

%)

Operating Expenses per MMBtu (actual)

  $9.74  $6.78  $2.96   43.7

 

$

16.55

 

 

$

16.55

 

 

$

 

 

 

0.0

%

Renewable Electricity Generation Operating Expenses

  $3,393  $2,957  $436   14.7

 

 

 

 

 

 

 

 

 

REG Operating Expenses

 

$

2,753

 

 

$

2,525

 

 

$

228

 

 

 

9.0

%

$/MWh (actual)

  $71.70  $56.50  $15.20   26.9

 

$

57.35

 

 

$

51.53

 

 

$

5.82

 

 

 

11.3

%

 

 

 

 

 

 

 

 

 

Other Metrics

     

 

 

 

 

 

 

 

 

 

Renewable Electricity Generation Volumes Produced (MWh)

   47   52   (5  (9.6)% 

 

 

48

 

 

 

49

 

 

 

(1

)

 

 

(2.0

%)

Average Realized Price $/MWh (actual)

  $70.24  $85.24  $(15.00  (17.6)% 

 

$

99.02

 

 

$

88.80

 

 

$

10.22

 

 

 

11.5

%

(1)
RINs are generated in the month that the gas is dispensed to generate RINs, which occurs the month after the gas is produced. Volumes under fixed/floor-price arrangements generate RINs which we do not self-market.
(2)
One MMBtu of RNG has the same energy content as 11.727 gallons of ethanol, and thus may generate 11.727 RINs under the RFS program.
(3)
Represents RINs available to be self-marketed by us during the reporting period.
(4)
Represents gas production which has not been dispensed to generate RINs.

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Table of Contents

(1)

RINs are generated in the month that the gas is dispensed to generate RINs, which occurs the month after the gas is produced. Volumes under fixed/floor-price arrangements generate RINs which we do not self-market.

(2)

One MMBtu of RNG has the same energy content as 11.727 gallons of ethanol, and thus may generate 11.727 RINs under the RFS program.

(3)

Represents RINs available to be self-marketed by us during the reporting period.

(4)

Represents gas production which has not been dispensed to generate RINs.

Results of Operations

Comparison of Three Months Ended March 31, 2021 and 2020

The following table summarizes our revenues, expenses and net income for the periods set forth below:

(in thousands, except per share data)  Three Months
Ended March 31,
   

 

Three Months Ended
September 30,

 

 

 

 

Change

 

  2021 2020 Change Change
%
 

 

2023

 

 

2022

 

 

Change

 

 

%

 

Total operating revenues

  $31,447  $18,403  $13,044   70.9

 

$

55,688

 

 

$

55,860

 

 

$

(172

)

 

 

(0.3

)%

Operating expenses:

     

 

 

 

 

 

 

 

 

 

 

 

Operating and maintenance expenses

   10,612   9,836   776   7.9

 

 

14,212

 

 

 

14,134

 

 

 

78

 

 

 

0.6

%

General and administrative expenses

   20,452   3,439   17,013   494.7

 

 

7,848

 

 

 

8,466

 

 

 

(618

)

 

 

(7.3

)%

Royalties, transportation, gathering and production fuel

   6,218   2,941   3,277   111.4

 

 

11,450

 

 

 

12,188

 

 

 

(738

)

 

 

(6.1

)%

Depreciation and amortization

   5,737   5,348   389   7.3

Gain on insurance proceeds

   (82  (656  (574  (87.5)% 

Depreciation, depletion and amortization

 

 

5,346

 

 

 

5,167

 

 

 

179

 

 

 

3.5

%

Impairment loss

   626   278   348   125.2

 

 

51

 

 

 

2,273

 

 

 

(2,222

)

 

 

(97.8

)%

Transaction costs

   88   —     88  
  

 

  

 

  

 

  

 

 

Total operating expenses

   43,651   21,186   22,465   106.0

 

 

38,907

 

 

 

42,228

 

 

 

(3,321

)

 

 

(7.9

)%

  

 

  

 

  

 

  

 

 

Operating loss

  $(12,204 $(2,783 $(9,421  (338.5)% 

Other expenses:

   679   2,188   (1,509  (69.0)% 

Income tax expense (benefit)

   1,382   (10,787  12,169   112.8
  

 

  

 

  

 

  

 

 

Operating income

 

$

16,781

 

 

$

13,632

 

 

$

3,149

 

 

 

23.1

%

Other expenses (income):

 

 

1,039

 

 

 

(95

)

 

 

1,134

 

 

 

(1,193.7

)%

Income tax expense

 

 

2,808

 

 

 

2,540

 

 

 

268

 

 

 

10.6

%

Net income

  $(14,265 $5,816  $(20,081  (345.3)% 

 

$

12,934

 

 

$

11,187

 

 

$

1,747

 

 

 

15.6

%

  

 

  

 

  

 

  

 

 

Revenues for the Three Months Ended March 31, 2021September 30, 2023 and 20202022

Total revenues in the firstthird quarter of 20212023 were $31,447,$55,688 a decrease of $172 (0.3%) compared to $55,860 in the third quarter of 2022. The decrease is primarily related to a decrease in gas commodity indices. Gas commodity indices decreased 68.9% during the third quarter of 2023 compared to the third quarter of 2022. Realized RIN pricing decreased 12.6% during the third quarter of 2023 compared to the third quarter of 2022. Also contributing to the decrease are gains recognized in the third quarter of 2022 of $367 which were related to a gas commodity hedge program that has since expired. Offsetting the decrease, was an increase of $13,044 (70.9%)26.7% of RINs sold in the third quarter of 2023 compared to $18,403 in the firstthird quarter of 2020. The primary driver for this increase related to a 151.3% increase in average realized RIN pricing during the first quarter of 2021 and to a lesser extent, an increase in RINs sold during the first quarter of 2021. The increase was partially offset by reduced electric Environmental Attribute revenue related to the 2020 fourth quarter California wildfires, which contributed to the 25.5% decrease in renewable electricity generation revenues in the first quarter of 2021.2022.

Renewable Natural Gas Revenues

We produced 1,3481,380 MMBtu of RNG during the firstthird quarter of 2021,2023, a decrease of 4157 MMBtu (4.0%) over the 1,3891,437 MMBtu (3.0%) produced in firstthe third quarter of 2020. Of2022, primarily driven by dry weather conditions impacting gas feedstock availability and previously disclosed process equipment failures in the firstsecond quarter of 2021 volumes, 47 MMBtu of RNG was produced from development sites commissioned during 2020. Of the 89 lower MMBtu of RNG produced at our other locations during the first quarter of 2020, our Rumpke site produced 97 less MMBtu compared to the first quarter of 2020 due to landfill filling patterns limiting production. This reduction was partially offset by 51 MMBtu of increased production at our McCarty facility due to increased production resulting from a second engine commissioned in March 2020.2023 that have since been repaired.

Revenues from the Renewable Natural Gas segment in the firstthird quarter of 20212023 were $28,123, an increase$50,935, a decrease of $14,234 (102.5%$3,408 (6.3%) compared to $13,889$54,343 in the firstthird quarter of 2020.2022. Average commodity pricing for natural gas for the firstthird quarter of 20212023 was $2.69$2.55 per MMBtu, 14.5%68.9% lower than the firstthird quarter of 2020.2022. During the firstthird quarter 2021,of 2023, we self-monetized 8,87513,750 RINs, representing a 1,0402,900 increase (13.3%(26.7%) compared to 7,83510,850 in the firstthird quarter of 2020. The increase was primarily related to increased MMBtu production over the first quarter of 2020.2022. Average pricing realized on RIN sales during the firstthird quarter 2021of 2023 was $1.91$3.05 as compared to $0.76$3.49 in the firstthird quarter of 2020, an increase2022, a decrease of 151.3%12.6%. This compares to the average D3 RIN index price for the firstthird quarter of 20212023 of $2.54 being approximately 88.7% higher than the average D3 RIN index price$3.01 as compared to $2.83 in the firstthird quarter of 2020. All2022, an increase of our first quarter 2021 and 2020 RIN sales were priced generally on the D3 index with none based on the CWC.approximately 6.4%. At March 31, 2021,September 30, 2023, we had approximately 350 MMBtus320 MMBtu available for RIN generation. Wegeneration and we had approximately 622764 RINs generated and unsold. Of the RINs generated and unsold at March 31, 2021. WeSeptember 30, 2023, approximately $1,500 in revenues will be recognized during the fourth quarter of 2023 as the transfer of ownership was not completed until after September 30, 2023. At September 30, 2022, we had approximately 374 MMBtus439 MMBtu available for RIN generation at March 31, 2021 and approximately 1,1721,398 RINs generated and unsold at March 31, 2020.

unsold.

Renewable Electricity Generation Revenues

We produced approximately 50,00048 MWh in Renewable Electricity in both the firstthird quarter of 2021 and 2020. During2023, a decrease of 1 MWh (2.0%) from 49 MWh in the firstthird quarter of 2021, we commenced projects2022. Our Bowerman facility produced 3 MWh less in the third quarter of 2023 compared to restore production at ourthe third quarter of 2022 as a result of higher ambient temperatures in the third quarter of 2023. Our Security facility however, this site did not produce a significant amount of volumes during its operationsproduced approximately 2 MWh more in the firstthird quarter of 2020, and did not produce in2023 compared to the firstthird quarter of 2021. MWh produced in the first quarter of 2020 included amounts from our Pico site, which, as of October 1, 2020, is now reported in our Renewable Natural Gas segment2022 due to its conversion to an RNG site. The impact of the Security and Pico facilities account for the reduction engine maintenance completedin the first quarter of 2021.2022.

Revenues from Renewable Electricity facilities in the firstthird quarter of 20212023 were $3,324, a decrease$4,753, an increase of $1,137 (25.5%$402 (9.2%) compared to $4,461$4,351 in the firstthird quarter of 2020. Prior to reporting Pico in RNG, Pico accounted for $248 of the decrease between the first quarter 2021 and 2020 periods. Our Bowerman facility was impacted in the fourth quarter of 20202022. The increase is primarily driven by the California wildfires forcing it to temporarily shut down the facility. This shut down delayedincrease in our Security facility production volumes and the timing of the generation and monetization of RECs at our Bowerman facility.

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Table of Contents

In the Environmental Attributes associated with the Bowerman facility and resulted in approximately $718 in reduced revenues in the firstthird quarter of 2021 as compared to the first quarter of 2020.

In the first quarter of 2021, 100%2023, 100.0% of Renewable Electricity Generation segment revenues were derived from the monetization of Renewable Electricity at fixed prices associated with the underlying PPAs, as compared to 94.3%99.6% in the firstthird quarter of 2020.2022. This provides the Companyus with certainty of price resulting from our Renewable Electricity sites.

Corporate RevenueAnalysis

While we did not have any gas commodity hedge programs in the firstthird quarter of 2021,2023, our gas commodity hedge program during the firstthird quarter of 20202022 was priced at rates in excess of thebelow actual index prices. However, we did recognize a gain of $367 in the third quarter of 2022 as a result of favorable index price resulting in realized losses of $388.movements under our gas commodity hedge activities.

Expenses for the Three Months Ended March 31, 2021September 30, 2023 and 20202022

General and Administrative Expenses

Total general and administrative expenses of $20,452were $7,848 for the firstthird quarter of 2021, an increase2023, a decrease of $17,013 (494.7%$618 (7.3%) compared to $3,439$8,466 for the firstthird quarter of 2020. Of the total in the first quarter of 2021, $14,353 related to stock-based compensation costs associated with the IPO and Reorganization Transactions. Excluding the impacts of IPO related stock based compensation, general and administrative expenses increased approximately $2,660.2022. Employee related costs, including stock-based compensation increased approximately $15,005 (835.0%)costs were $4,521 in the firstthird quarter of 2021 as2023, a decrease of $729 (13.9%) compared to $5,250 in the firstthird quarter of 2020. This increase is related2022. Our board of directors approved the payments of cash fees to non-employee directors resulting in increased fees of approximately $125 in the third quarter of 2023 compared to no payments in the third quarter of 2022. Finally, our accountingrent expense for the cancellationthird quarter of MNK options and recording approximately $2,050 in previously unvested stock-based compensation expense. We recorded approximately $12,549 in stock-based compensation expense2023 was $186, an increase $89 (91.8%) compared to $97 for the third quarter of 2022 associated with the grants of restricted stock, non-qualified stock options, and restricted stock units associated with the board of directors’ January 2021 grants to the Company’s employees. Additionally, professional fees increased approximately $1,609 (469.5%) during the first quarter of 2021 primarily resulting from our successful completion of the IPO and Reorganization Transactions. Finally, our corporate insurance premiums increased approximately $622 (113.9%) during the first quarter of 2021 over the first quarter of 2020 period primarily related to premium increases associated with the completion of the IPO.new headquarters lease.

Renewable Natural Gas Expenses

Operating and maintenance expenses for our RNG facilities in the firstthird quarter of 20212023 were $7,602, an increase$11,919, a decrease of $669 (9.7%$133 (1.1%) as compared to $6,932$12,052 in the firstthird quarter of 2020. Approximately $1,1632022. Our total RNG facilities reported reduced utility expenses of approximately $1,453 in the increase relatedthird quarter of 2023 as compared to development sites commissioned during 2020. Exclusivethe third quarter of the effects of these development sites,2022. Our Rumpke facility operating and maintenance expenses forincreased approximately $714 as a result of timing of preventative maintenance and repair expenses in the firstthird quarter of 2021 were $6,439, a decrease of $493 (7.1%)2023 as compared to $6,932third quarter of 2022. Our Atascocita facility operating maintenance expenses increased approximately $251 as a result of timing of preventative maintenance and wellfield operational enhancements in the firstthird quarter of 2020. Our Houston based facilities were favorably impacted by lower utility rates during the first quarter of 2021. Certain of our utility contracts have provisions that when we are not using utilities, the providers are able to contribute that capacity back into the market and we receive credit against our future bills. The first quarter of 2021 weather event which temporarily impacted our Houston facilities utility consumption resulted in our RNG utilities being approximately $1,721 lower in such period2023 as compared to the firstthird quarter of 2020. The majority of this reduction is related to these contractual arrangements. Offsetting the favorable utility credits was our Apex site which incurred approximately $706 in increased2022. Our Coastal facility operating and maintenance expenses inincreased approximately $162 as a result of wellfield operational enhancements as compared to the firstthird quarter of 2021 related to increased media and related maintenance expenses. Finally, our McCarty site commissioned its second engine during 2020 which increased operating and maintenance expenses of approximately $217.2022.

Royalties, transportation, gathering and production fuel expenses for the Company’s RNG facilities for the firstthird quarter of 20212023 were $5,532, an increase$10,917, a decrease of $3,050 (122.9%$816 (7.0%) compared to $2,482$11,733 in the firstthird quarter of 2020.2022. Royalties, transportation, gathering and production fuel expenses increaseddecreased as a percentage of RNG revenues to 20.1%21.4% for the firstthird quarter of 20212023 from 17.9%21.6% in the firstthird quarter of 2020. The majority of the increase in royalties, transportation, gathering and production fuel expenses related to the increase in RNG revenues in the first quarter of 2021 over the first quarter of 2020.

2022.

Renewable Electricity Expenses

Operating and maintenance expenses for our Renewable Electricity facilities in the firstthird quarter of 20212023 were $2,965,$2,220, an increase of $461 (18.4%$150 (7.2%) compared to $2,504$2,070 in the firstthird quarter of 2020. We reported the results of Pico within the Renewable Electricity Generation segment until October 2020. Of the 2020 period total, Pico contributed $391 and, exclusive of Pico, Renewable Electricity2022. Our Turkey Creek facility operating and maintenance expenses increased in the first quarterapproximately $186 as a result of 2021 compared to the first quarternon-capitalizable costs. Our Tulsa facility operating and maintenance expenses increased approximately $316 as a result of 2020 by $852 (40.3%). The increase is primarily related to scheduled engine preventative maintenance intervalsand wellfield operational maintenance. The increase was offset by a decrease of approximately $270 at our Bowerman facility which was approximately $512 higheras a result of a property tax refund received in the first quarter 2021 over the firstthird quarter of 2020. This increase in scheduled maintenance is expected to continue into the fourth quarter of 2021 at our Bowerman facility. We also incurred other environmental system maintenance in the first quarter of 2021 which did not occur until the second quarter of 2020. 2023.

Royalties, transportation, gathering and production fuel expenses for our Renewable Electricity facilities for the firstthird quarter of 20212023 were $427, consistent with$533, an increase of $78 (17.1%) compared to $455 in the firstthird quarter of 2020, and as2022. As a percentage of Renewable Electricity Generation segment revenues, royalties, transportation, gathering and production fuel expenses increased to 12.9%11.2% from 10.9%10.5%. This increase relates primarily to our Pico results being included in the RNG segment during the first quarter of 2021.

Royalty Payments

Royalties, transportation, gathering, and production fuel expenses in the firstthird quarter of 20212023 were $6,218, an increase$11,450, a decrease of $3,277 (111.4%$738 (6.1%) compared to $2,941$12,188 in the firstthird quarter of 2020.2022. We make royalty payments to our fuel supply site partners on the commodities we produce and the associated Environmental Attributes. These royalty payments are typically structured as a percentage of revenue subject to a cap, with fixed minimum payments when Environmental Attribute prices fall below a defined threshold. To the extent commodity and Environmental Attributes’ prices fluctuate, our royalty payments may fluctuate upon renewal or extension of a fuel supply agreement or in connection with new projects. Our fuel supply agreements are typically structured as 20-year contracts, providing long-term visibility into the margin impact of future royalty payments.

Depreciation36


Table of Contents

Depreciation

Depreciation and amortization in the firstthird quarter of 20212023 was $5,737,$5,346, an increase of $389 (7.3%$179 (3.5%) compared to $5,348$5,167 in the firstthird quarter of 2020. Our development sites commissioned and2022. The increase is associated with timing of wellfield capital investment placed into service during 2020 contributed $537 of increased depreciation and amortization in the firstthird quarter of 2021 as2023 compared to the firstthird quarter of 2020.2022.

Impairment loss

We calculated and recorded an impairment losslosses of $626$51 in the firstthird quarter of 2021, an increase2023, a decrease of $348 (125.2%$2,222 (97.8%) compared to $278$2,273 in the firstthird quarter of 2020.2022. The impairment losses in firstthe third quarter of 2021 related2023 were for specifically identified RNG machinery and feedstock processing equipment that were no longer in operational use. The impairment losses of $2,273 recorded in the third quarter of 2022 relate to a landfill host requesting us to decommission a previously converted electric to RNG site. We had been contractually obligated to maintainREG site wherein the site. The impairmentforecasted future cash flows did not exceed the carrying value of the site’s long lived assets. Additional impairments were recorded for computer software and hardware no longer being utilized, an amended customer contract and miscellaneous capital assets no longer in first quarter of 2020 was attributable to the termination of a development agreement related to our Pico acquisition.use under current operations.

Other Expenses (Income)

Other expenses in the firstthird quarter of 2021 were $679, a decrease2023 was $1,039, an increase of $1,509 (69.0%$1,134 (1,193.7%) compared to other expensesincome of $2,188$95 in the firstthird quarter of 2020. Reduced2022. The increase is primarily related to an increase in interest expense of $1,568 in$1,259 from the firstthird quarter of 20212023 compared to the firstthird quarter of 2020 associated with our Credit Agreement, was the primary reason for this reduction.2022 as a result of rising interest rates.

Income Tax Expense (Benefit)

Income tax expense for the three months ended March 31, 2021September 30,2023 was calculated using the actual year to datean estimated effective tax rate. The effective tax rate which differs from the U.S. federal statutory rate of 21% primarily due to the current year permanent disallowance of officers’ compensation.benefit from production tax credits.

The effective tax rate of (10.7)%17.8% for the three months ended March 31, 2021September 30, 2023 was lower than the rate for the three months ended March 31, 2020September 30, 2022 of 217.0%18.5% primarily due to the increase in forecasted income in 2023 with respect to the annual estimated tax benefit that increased the 2020 effective tax rate in connection with the January 1, 2020 dissolution of the MEC partnership which will allow all entities under MEC to file as part of our consolidated federal tax group.credit benefit.

Operating LossIncome for the Three Months Ended March 31, 2021September 30, 2023 and 20202022

Operating lossincome in the firstthird quarter of 20212023 was $12,204,$16,781, an increase of $9,421 (338.5%$3,149 (23.1%) compared to $13,632 in the third quarter of 2022. RNG operating income for the third quarter of 2023 was $24,063, a decrease of $2,765 (10.3%) compared to $26,828 in the third quarter of 2022. Renewable Electricity Generation operating income for the third quarter of 2023 was $700, an increase of $2,370 (141.9%) compared to an operating loss of $2,783$1,670 for the third quarter of 2022.

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Table of Contents

Comparison of Nine Months Ended September 30, 2023 and 2022

The following table summarizes the key operating metrics described above, which metrics we use to measure performance.

 

 

Nine Months Ended
September 30,

 

 

 

 

 

Change

 

 

 

2023

 

 

2022

 

 

Change

 

 

%

 

(in thousands, unless otherwise indicated)

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Renewable Natural Gas Total Revenues

 

$

114,328

 

 

$

151,577

 

 

$

(37,249

)

 

 

(24.6

%)

Renewable Electricity Generation Total Revenues

 

$

13,769

 

 

$

12,652

 

 

$

1,117

 

 

 

8.8

%

 

 

 

 

 

 

 

 

 

 

 

 

RNG Metrics

 

 

 

 

 

 

 

 

 

 

 

 

CY RNG production volumes (MMBtu)

 

 

4,163

 

 

 

4,275

 

 

 

(112

)

 

 

(2.6

%)

Less: Current period RNG volumes under fixed/floor-price contracts

 

 

(957

)

 

 

(972

)

 

 

15

 

 

 

(1.5

%)

Plus: Prior period RNG volumes dispensed in current period

 

 

368

 

 

 

372

 

 

 

(4

)

 

 

(1.1

%)

Less: Current period RNG production volumes not dispensed

 

 

(320

)

 

 

(439

)

 

 

119

 

 

 

(27.1

%)

Total RNG volumes available for RIN generation (1)

 

 

3,254

 

 

 

3,236

 

 

 

18

 

 

 

0.6

%

 

 

 

 

 

 

 

 

 

 

 

 

RIN Metrics

 

 

 

 

 

 

 

 

 

 

 

 

Current RIN generation ( x 11.727) (2)

 

 

38,167

 

 

 

37,951

 

 

 

216

 

 

 

0.6

%

Less: Counterparty share (RINs)

 

 

(4,002

)

 

 

(3,961

)

 

 

(41

)

 

 

1.0

%

Plus: Prior period RINs carried into current period

 

 

739

 

 

 

140

 

 

 

599

 

 

 

427.9

%

Less: CY RINs carried into next CY

 

 

 

 

 

 

 

 

 

 

 

 

Total RINs available for sale (3)

 

 

34,904

 

 

 

34,130

 

 

 

774

 

 

 

2.3

%

Less: RINs sold

 

 

(34,140

)

 

 

(31,773

)

 

 

(2,367

)

 

 

7.4

%

RIN Inventory

 

 

764

 

 

 

2,357

 

 

 

(1,593

)

 

 

(67.6

%)

RNG Inventory (volumes not dispensed for RINs) (4)

 

 

320

 

 

 

439

 

 

 

(119

)

 

 

(27.1

%)

Average Realized RIN price

 

$

2.59

 

 

$

3.43

 

 

$

(0.84

)

 

 

(24.5

%)

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Renewable Natural Gas Operating Expenses

 

$

59,057

 

 

$

65,735

 

 

$

(6,678

)

 

 

(10.2

%)

Operating Expenses per MMBtu (actual)

 

$

14.19

 

 

$

15.38

 

 

$

(1.19

)

 

 

(7.7

%)

 

 

 

 

 

 

 

 

 

 

 

 

REG Operating Expenses

 

$

10,008

 

 

$

10,546

 

 

$

(538

)

 

 

(5.1

%)

$/MWh (actual)

 

$

69.99

 

 

$

74.79

 

 

$

(4.80

)

 

 

(6.4

%)

 

 

 

 

 

 

 

 

 

 

 

 

Other Metrics

 

 

 

 

 

 

 

 

 

 

 

 

Renewable Electricity Generation Volumes Produced (MWh)

 

 

143

 

 

 

141

 

 

 

2

 

 

 

1.4

%

Average Realized Price $/MWh (actual)

 

$

96.29

 

 

$

89.73

 

 

$

6.56

 

 

 

7.3

%

(1)
RINs are generated in the month that the gas is dispensed to generate RINs, which occurs the month after the gas is produced. Volumes under fixed/floor-price arrangements generate RINs which we do not self-market.
(2)
One MMBtu of RNG has the same energy content as 11.727 gallons of ethanol, and thus may generate 11.727 RINs under the RFS program.
(3)
Represents RINs available to be self-marketed by us during the reporting period.
(4)
Represents gas production which has not been dispensed to generate RINs.

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The following table summarizes our revenues, expenses and net income for the periods set forth below:

 

 

Nine Months Ended
September 30,

 

 

 

 

 

Change

 

 

 

2023

 

 

2022

 

 

Change

 

 

%

 

Total operating revenues

 

$

128,097

 

 

$

155,916

 

 

$

(27,819

)

 

 

(17.8

)%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Operating and maintenance expenses

 

 

43,614

 

 

 

42,205

 

 

 

1,409

 

 

 

3.3

%

General and administrative expenses

 

 

26,069

 

 

 

25,715

 

 

 

354

 

 

 

1.4

%

Royalties, transportation, gathering and production fuel

 

 

25,588

 

 

 

34,484

 

 

 

(8,896

)

 

 

(25.8

)%

Depreciation, depletion and amortization

 

 

15,792

 

 

 

15,453

 

 

 

339

 

 

 

2.2

%

Gain on insurance proceeds

 

 

 

 

 

(313

)

 

 

313

 

 

 

(100.0

)%

Impairment loss

 

 

777

 

 

 

2,393

 

 

 

(1,616

)

 

 

(67.5

)%

Transaction costs

 

 

86

 

 

 

32

 

 

 

54

 

 

 

168.8

%

Total operating expenses

 

 

111,926

 

 

 

119,969

 

 

 

(8,043

)

 

 

(6.7

)%

Operating income

 

$

16,171

 

 

$

35,947

 

 

$

(19,776

)

 

 

(55.0

)%

Other expenses (income):

 

 

3,341

 

 

 

(124

)

 

 

3,465

 

 

 

(2,794.4

)%

Income tax expense

 

 

2,681

 

 

 

6,847

 

 

 

(4,166

)

 

 

(60.8

)%

Net income

 

$

10,149

 

 

$

29,224

 

 

$

(19,075

)

 

 

(65.3

)%

Revenues for the Nine Months Ended September 30, 2023 and 2022

Total revenues in the first nine months of 2023 were $128,097 a decrease of $27,819 (17.8%) compared to $155,916 in the first nine months of 2022. The decrease is primarily related to a decrease in gas commodity indices and average realized RIN pricing in the first nine months of 2023 compared to the first nine months of 2022. Gas commodity indices decreased 60.3% during the first nine months of 2023 compared to the first nine months of 2022. Realized RIN pricing decreased 24.5% during the first nine months of 2023 compared to the first nine months of 2022.

Renewable Natural Gas Revenues

We produced 4,163 MMBtu of RNG during the first nine months of 2023, a decrease of 112 MMBtu (2.6%) over the 4,275 MMBtu produced in the first nine months of 2022. Our Rumpke facility produced 77 fewer MMBtu in the first nine months of 2023 compared to the first nine months of 2022 primarily driven by the second quarter of 2020.2023 process equipment failure as well as wellfield quality issues due to weather anomalies in 2023. Also contributing to the decrease is our Pico facility which produced 45 fewer MMBtu in the first nine months of 2023 compared to the first nine months of 2022 as a result of operational feedstock processing challenges in the first nine months of 2023.

Revenues from the Renewable Natural Gas segment in the first nine months of 2023 were $114,328, a decrease of $37,249 (24.6%) compared to $151,577 in the first nine months of 2022. Average commodity pricing for natural gas for the first nine months of 2023 was $2.69 per MMBtu, 60.3% lower than the first nine months of 2022. During the first nine months of 2023, we self-monetized 34,140 RINs, representing a 2,367 increase (7.4%) compared to 31,773 in the first nine months of 2022. Average pricing realized on RIN sales during the first nine months of 2023 was $2.59 as compared to $3.43 in the first nine months of 2022, a decrease of 24.5%. This compares to the average D3 RIN index price for the first nine months of 2023 of 2.40 being approximately 22.5% lower than the average D3 RIN index price in the first nine months of 2022. At September 30, 2023, we had approximately 320 MMBtu available for RIN generation and we had approximately 764 RINs generated and unsold. Of the RINs generated and unsold at September 30, 2023, approximately $1,500 in revenues will be recognized during the fourth quarter of 2023 as the transfer of ownership was not completed by September 30, 2023. At September 30, 2022, we had approximately 439 MMBtu available for RIN generation and 2,357 RINs generated and unsold.

Renewable Electricity Generation Revenues

We produced approximately 143 MWh in Renewable Electricity in the first nine months of 2023, an increase of 2 MWh (1.4%) from 141 MWh in the first nine months of 2022. Our Security facility produced 4 MWh more in the first nine months of 2023 compared to the first nine months of 2022 as a result of engine maintenance performed during the first nine months of 2022.

Revenues from Renewable Electricity facilities in the first nine months of 2023 were $13,769, an increase of $1,117 (8.8%) compared to $12,652 in the first nine months of 2022. The primary driverincrease is primarily driven by the increase in our Security facility production volumes and the timing of the generation and monetization of RECs at our Bowerman facility.

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Table of Contents

In the first nine months of 2023, 99.9% of Renewable Electricity Generation segment revenues were derived from the monetization of Renewable Electricity at fixed prices associated with underlying PPAs, as compared to 99.5% in the first nine months of 2022. This provides us with certainty of price resulting from our Renewable Electricity sites.

Corporate Analysis

While we did not have any gas commodity hedge programs in the first nine months of 2023, our gas commodity hedge program during the first nine months of 2022 was priced at rates below actual index prices resulting in realized losses of $1,440.

Expenses for the Nine Months Ended September 30, 2023 and 2022

General and Administrative Expenses

Total general and administrative expenses were $26,069 for the first nine months of 2023, an increase relatesof $354 (1.4%) compared to IPO$25,715 for the first nine months of 2022. Our general and Reorganization Transactionsadministrative expenses for the first nine months of 2023 increased approximately $2,225 compared to the first nine months of 2022 associated with the Montauk Ag Renewables. The increase was primarily driven by stock-based compensation expense as a result of $14,598 recognizedthe 2022 amendments to restricted share awards issued in the Montauk Ag Renewables acquisition and professional fees. Partially offsetting this increase is a reversal of approximately $1,024 stock based compensation expense related to forfeited stock awards. Excluding Montauk Ag Renewables, our legal fee expense was $1,683 for the first nine months of 2023, an increase of $269 (19.0%) compared to $1,414 for the first nine months of 2022. Finally, our rent expense was $535 for the first nine months of 2023, an increase of $257 (92.4%) compared to $278 for the first nine months 2022.

Renewable Natural Gas Expenses

Operating and maintenance expenses for our RNG facilities in the first quarternine months of 2021.2023 were $34,960, an increase of $2,368 (7.3%) as compared to $32,592 in the first nine months of 2022. Total RNG facilities utility costs decreased $1,536 during the first nine months of 2023 as compared to the first nine months of 2022. Our Rumpke facility operating profitand maintenance expenses increased approximately $838 as a result of timing of preventative maintenance and process equipment failure repair costs in the first nine months of 2023 as compared to the first nine months of 2022. Our Atascocita, Galveston, McCarty facilities operating and maintenance expenses increased approximately $467, $435, and $364, respectively, as a result of timing of preventative maintenance and wellfield operational enhancement costs in the first nine months of 2023 as compared to the first nine months of 2022. Our Coastal facility operating and maintenance expenses increased approximately $419 as a result of wellfield operational enhancement costs in the first nine months of 2023 as compared to the first nine months of 2022. Our Apex facility operating and maintenance expenses increased approximately $396 as a result of timing of preventative maintenance and waste disposal costs in the first nine months of 2023 as compared to the first nine months of 2022. Our Pico facility operating and maintenance expenses increased approximately $204 the first nine months of 2023 as compared to the first nine months of 2022 as a result of non-capitalizable costs associated to the Pico Digestion Capacity Increase project.

Royalties, transportation, gathering and production fuel expenses for our RNG facilities for the first quarternine months of 20212023 were $24,097, a decrease of $9,045 (27.3%) compared to $33,142 in the first nine months of 2022. Royalties, transportation, gathering and production fuel expenses decreased as a percentage of RNG revenues to 21.1% for the first nine months of 2023 from 21.9% in the first nine months of 2022.

Renewable Electricity Expenses

Operating and maintenance expenses for our Renewable Electricity facilities in the first nine months of 2023 were $8,517, a decrease of $687 (7.5%) compared to $9,204 in the first nine months of 2022. The decrease is primarily related to scheduled preventative maintenance at our Bowerman facility, which was $10,595,approximately $1,870 higher in the first nine months of 2022 compared to the first nine months of 2023. Our Tulsa facility operating and maintenance expenses increased approximately $635 in the first nine months of 2023 compared to the first nine months of 2022 as a result of scheduled preventative maintenance and wellfield operational maintenance. Our Turkey Creek facility operating and maintenance expenses increased approximately $448 in the first nine months of 2023 compared to the first nine months of 2022 as a result of the non-capitalizable costs of Montauk Ag Renewables.

Royalties, transportation, gathering and production fuel expenses for our Renewable Electricity facilities for the first nine months of 2023 were $1,491, an increase of $9,398 (785.1%$149 (11.1%) compared to $1,197$1,342 in the first quarternine months of 2020.2022. As a percentage of Renewable Electricity Generation segment revenues, royalties, transportation, gathering and production fuel expenses increased to 10.8% from 10.6%.

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Table of Contents

Royalty Payments

Royalties, transportation, gathering, and production fuel expenses in the first nine months of 2023 were $25,588, a decrease of $8,896 (25.8%) compared to $34,484 in the first nine months of 2022. We make royalty payments to our fuel supply site partners on the commodities we produce and the associated Environmental Attributes. These royalty payments are typically structured as a percentage of revenue subject to a cap, with fixed minimum payments when Environmental Attribute prices fall below a defined threshold. To the extent commodity and Environmental Attributes’ prices fluctuate, our royalty payments may fluctuate upon renewal or extension of a fuel supply agreement or in connection with new projects. Our fuel supply agreements are typically structured as 20-year contracts, providing long-term visibility into the margin impact of future royalty payments.

Depreciation

Depreciation and amortization in the first nine months of 2023 was $15,792, an increase of $339 (2.2%) compared to $15,453 in the first nine months of 2022. The increase is associated with timing of capital investment placed into service in the first nine months of 2023 compared to the first nine months of 2022.

Impairment loss

We calculated and recorded an impairment loss of $777 in the first nine months of 2023, a decrease of $1,616 (67.5%) compared to $2,393 in the first nine months of 2022. The 2023 impairments were for specifically identified RNG machinery and feedstock processing equipment that were no longer in operational use. The 2022 impairment primarily related to a REG site ($2,133) wherein the forecasted future cash flows did not exceed the carrying value of the site’s long lived assets. Additional impairments were recorded for computer software and hardware no longer being utilized ($191), an amended customer contract ($27) and miscellaneous capital assets no longer in use under current operations ($42).

Other Expense (Income)

Other expense in the first nine months of 2023 was $3,341, an increase of $3,465 (2794.4%) compared to other income of $124 in the first nine months of 2022. The increase is primarily related to an increase in interest expense of $3,342 from the first nine months of 2023 compared to the first nine months of 2022 as a result of rising interest rates.

Income Tax Expense

Income tax expense for the nine months ended September 30, 2023 was calculated using an estimated effective tax rate which differs from the U.S. federal statutory rate of 21% primarily due to the benefit from production tax credits.

The effective tax rate of 20.9% for the nine months ended September 30, 2023 was higher than the rate for the nine months ended September 30, 2022 of 19.0% primarily due to discrete tax expense recorded in 2023. The September 30, 2023 rate also includes utilization of production tax credits.

Operating Income for the Nine Months Ended September 30, 2023 and 2022

Operating income in the first nine months of 2023 was $16,171, a decrease of $19,776 (55.0%) compared to $35,947 in the first nine months of 2022. RNG operating income for the first nine months of 2023 was $42,807, a decrease of $32,233 (43.0%) compared to $75,040 in the first nine months of 2022. Renewable Electricity Generation operating loss for the first quarternine months of 20212023 was $2,218, an increase$124, a decrease of $1,637 (281.8%$4,102 (97.1%) compared to an operating loss of $581$4,226 for the first quarternine months of 2020.2022.

Key Trends

Trends Affecting the Renewable Fuel Market

We believe rising demand for RNG is attributable to a variety of factors, including growing public support for renewable energy, U.S. governmental actions to increase energy independence, environmental concerns increasing demand for natural gas-powered vehicles, job creation, and increasing investment in the renewable energy sector.

Key drivers for the long-term growth of RNG include the following factors:

Regulatory or policy initiatives, including the federal RFS program and state-level low-carbon fuel programs in states such as California and Oregon, that drive demand for RNG and its derivative Environmental Attributes.

Efficiency, mobility and capital cost flexibility in our operations enable RNG to compete successfully in multiple markets. Our operating model is nimble, as we commonly use modular equipment; our RNG processing equipment is more efficient than its fossil-fuel correlates.

Demand for compressed natural gas (“CNG”) from natural gas-fueled vehicles. The RNG we create is pipeline quality and can be used for transportation fuel when converted to CNG. CNG is commonly used by medium-duty fleets that are close to fueling stations, such as city fleets, local delivery trucks and waste haulers.

Regulatory requirements, market pressure and public relations challenges increase the time, cost and difficulty of permitting new fossil fuel-fired facilities.

There is significant potential for sustained growth in biogas conversion from waste sources, given evolving consumer preferences, regulatory conditions, ongoing waste industry trends, and project economics. We believe that our status as a large producer of RNG from LFG, our 30-year track record of developing and operating projects, and our deep relationships with some of the largest landfill owners in the country position us well to continue to grow our portfolio. We intend to continue to pursue financially disciplined growth through our proven growth channels, including expansion of existing projects, conversion projects, optimization across our portfolio, greenfield development and acquisitions.

The factors that we believe will affect our future operating results are as follows:

Conversion of Electricity Projects to RNG Projects:

We periodically evaluate opportunities to convert existing facilities from Renewable Electricity to RNG production. These opportunities tend to be most attractive for any merchant electricity facilities given the favorable economics for the sale of RNG plus RINs relative to the sale of market rate electricity plus RECs. This strategy has been an increasingly attractive avenue for growth since 2014 when RNG from landfills became eligible for D3 RINs. Upon completion of a conversion, we expect that the increase in revenue upon commencement of RNG production will more than offset the loss of revenue from Renewable Electricity production. Historically, we have taken advantage of these opportunities on a gradual basis at our merchant electricity facilities, such as Atascocita and Coastal Plains.

Acquisition and Development Pipeline

The timing and extent of our development pipeline affects our operating results due to:

Impact of Higher Selling, General and Administrative Expenses Prior to the Commencement of a Project’s Operation: We incur significantexpenses in the development of new RNG projects. Further, the receipt of RINs is delayed, and typically does not commence for a period of four to six months after the commencement of injecting RNG into a pipeline, pending final registration approval of the project by the EPA and then the subsequent completion of a third-party quality assurance plan certification. During such time, the RNG is either physically or theoretically stored and later withdrawn from storage to allow for the generation of RINs.

Shifts in Revenue Composition for Projects from New Fuel Sources: As we expand into livestock farm projects, our revenue composition fromEnvironmental Attributes will change. We believe that livestock farms offer us a lucrative opportunity, as the value of LCFS credits for dairy farm projects, for example, are a multiple of those realized from landfill projects due to the significantly more attractive CI score of livestock farms.

Incurrence of Expenses Associated with Pursuing Prospective Projects That Do Not Come to Fruition: We incur expenses to pursue prospectiveprojects with the goal of a site host accepting our proposal or being awarded a project in a competitive bidding process. Historically, we have evaluated opportunities which we decided not to pursue further due to the prospective project not meeting our internal investment thresholds or a lack of success in a competitive bidding process. To the extent we seek to pursue a greater number of projects or bidding for projects becomes more competitive, our expenses may increase.

Regulatory, Environmental and Social Trends

Regulatory, environmental and social factors are key drivers that incentivize the development of RNG and Renewable Electricity projects and influence the economics of these projects. We are subject to the possibility of legislative and regulatory changes to certain incentives, such as RINs, RECs and GHG initiatives. The EPA missed its November 30, 2020 statutory deadline to set RVOs for 2021. Accordingly, EPA has not set RVOs for 2021, though it indicates a final rule setting the RVOs can be expected in June 2021. It is unclear if they will meet this timeline. The manner in which the EPA will establish RVOs beginning in 2023, when the statutory RVO mandates are set to expire, is expected to create additional uncertainty as to RIN pricing. Further changes to the CI score assigned to a project upon its renewal or a change in the way CARB develops the CI score for a new project could significantly affect the profitability of a project, particularly in the case of a livestock farm project.

Non-GAAP Financial Measures:

The following table presents EBITDA and Adjusted EBITDA, non-GAAP financial measures for each of the periods presented below. We present EBITDA and Adjusted EBITDA because we believe the measures assist investors in analyzing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, EBITDA and Adjusted EBITDA are financial measurements of performance that management and the board of directors use in their financial and operational decision-making and in the determination of certain compensation programs. EBITDA and Adjusted EBITDA are supplemental performance measures that are not required by or presented in accordance with GAAP. EBITDA and Adjusted EBITDA should not be considered alternatives to net income (loss) or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities or a measure of our liquidity or profitability.

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Table of Contents

The following table provides our EBITDA and Adjusted EBITDA for the periods presented, as well as a reconciliation to net income:income, which is the most directly comparable GAAP measure, for the three months ended September 30, 2023 and 2022:

   Three Months Ended
March 31,
 
   2021   2020 

Net income (loss)

  $(14,265  $5,816 

Depreciation and amortization

   5,737    5,348 

Interest expense

   646    2,214 

Income tax expense (benefit)

   1,382    (10,787
  

 

 

   

 

 

 

Consolidated EBITDA

   (6,500   2,591 

Impairment loss (1)

   626    278 

Transaction costs

   88    —   

Non-cash hedging charges

   —      388 
  

 

 

   

 

 

 

Adjusted EBITDA

  $(5,786  $3,257 
  

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

 

 

 

 

2023

 

 

2022

 

 

 

Net income

 

$

12,934

 

 

$

11,187

 

 

 

Depreciation, depletion and amortization

 

 

5,346

 

 

 

5,167

 

 

 

Interest expense

 

 

1,295

 

 

 

36

 

 

 

Income tax expense

 

 

2,808

 

 

 

2,540

 

 

 

Consolidated EBITDA

 

 

22,383

 

 

 

18,930

 

 

 

 

 

 

 

 

 

 

 

Impairment loss (1)

 

 

51

 

 

 

2,273

 

 

 

Non-cash hedging charges

 

 

 

 

 

(367

)

 

 

Net loss on sale of assets

 

 

 

 

 

43

 

 

 

Adjusted EBITDA

 

$

22,434

 

 

$

20,879

 

 

 

 

 

 

 

 

 

 

 

(1)
During the three months ended March 31, 2021,September 30, 2023, we recorded an impairment loss of $626 related to a landfill hosts request$51 for us to decommission a facility previously converted to anspecifically identified RNG facility. Wemachinery and feedstock processing equipment that were previously contractually obligated to maintain this facility.no longer in operational use. During the three months ended March 31, 2021,September 30, 2022, we recorded an impairment loss of $278 termination of a development agreement$2,273 related to an REG site wherein the forecasted future cash flows did not exceed the carrying value of the site’s long lived assets. Additional impairments were recorded for computer software and hardware no longer being utilized, an amended customer contract, and miscellaneous capital assets no longer in use under current operations.

The following table provides our Pico acquisition.EBITDA and Adjusted EBITDA for the periods presented, as well as a reconciliation to net income, which is the most directly comparable GAAP measure, for the nine months ended September 30, 2023 and 2022:

 

 

Nine Months Ended
September 30,

 

 

 

2023

 

 

2022

 

Net income

 

$

10,149

 

 

$

29,224

 

Depreciation, depletion and amortization

 

 

15,792

 

 

 

15,453

 

Interest expense

 

 

3,681

 

 

 

339

 

Income tax expense

 

 

2,681

 

 

 

6,847

 

Consolidated EBITDA

 

 

32,303

 

 

 

51,863

 

 

 

 

 

 

 

Impairment loss (1)

 

 

777

 

 

 

2,393

 

Net loss (gain) of sale of assets

 

 

37

 

 

 

(250

)

Transaction costs

 

 

86

 

 

 

32

 

Non-cash hedging charges

 

 

 

 

 

1,440

 

Adjusted EBITDA

 

$

33,203

 

 

$

55,478

 

(1)
During the nine months ended September 30, 2023, we recorded an impairment loss of $777 for specifically identified RNG machinery and feedstock processing equipment that were no longer in operational use. During the nine months ended September 30, 2022, we recorded an impairment loss of $2,393 related to an REG site wherein the forecasted future cash flows did not exceed the carrying value of the site’s long lived assets. Additional impairments were recorded for computer software and hardware no longer being utilized, an amended customer contract, and miscellaneous capital assets no longer in use under current operations.

Liquidity and Capital Resources

Sources of Liquidity

At March 31, 2021September 30, 2023 and December 31, 2020,September 30, 2022, our cash and cash equivalents, net of restricted cash, was $22,643$73,304 and $20,992$95,619 respectively. We intend to fund near-term development projects using cash flows from operations and borrowings under our revolving

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credit facility. We believe that we will have sufficient cash flows from operations and borrowing availability under our credit facility to meet our debt service obligations and anticipated required capital expenditures (including for projects under development) for at least the next 12 months. However, we are subject to business and operational risks that could adversely affect our cash flows and liquidity.

On January 26, 2021, upon the closing of our IPO, we received net proceeds of $14,472 after deducting underwriting discounts and commissions of $1,608 and other estimated issuances costs of $6,891.

At March 31, 2021, we had debt before debt issuance costs of $64,198, compared to debt before debt issuance costs of $66,697 at December 31, 2020.

Our debt before issuance costs (in thousands) are as follows:

   March 31, 2021   December 31, 2020 

Term Loans

  $27,500   $30,000 

Revolving Credit Facility

   36,697    36,697 
  

 

 

   

 

 

 

Debt before debt issuance costs

  $64,198   $66,697 
  

 

 

   

 

 

 

 

 

September 30, 2023

 

 

December 31, 2022

 

Term loan

 

$

66,000

 

 

 

72,000

 

Revolving credit facility

 

 

 

 

 

 

Debt before debt issuance costs

 

$

66,000

 

 

$

72,000

 

Amended Credit Agreement

On December 12, 2018, we21, 2021, the Company entered into an amended revolving credit and term loan agreement (as amended, the “Amended Credit Agreement”),Fourth Amendment with Comerica Bank (“Comerica”) and certain other financial institutions. The Amended Credit Agreement,current credit agreement, which is secured by a lien on substantially all of our assets and assets of certain of our subsidiaries, and provides for a five-year $95,000$80,000 term loan, a five-year $120,000 revolving credit facility, and a five-year $80,000 revolving credit facility.$75,000 accordion feature.

As of March 31, 2021, $27,500September 30, 2023, $66,000 was outstanding under the term loan and $36,697 waswe had no outstanding borrowings under the revolving credit facility. The term loan amortizes in quarterly installments of $2,500 and has$2,000 through 2024, then increases to $3,000 through 2026, with a final maturitypayment of December 12, 2023$32,000 in late 2026 with an interest rate of 2.926%6.38% and 2.961%4.12% at March 31, 2021September 30, 2023 and December 31, 2020,2022, respectively. The revolving and term loans under the Amended Credit Agreement bear interest at the Eurodollar Margin or BaseBloomberg Short-Term Bank Yield Index Rate Marginplus an applicable margin based on our Total Leverage Ratio (in each case, as those terms are defined in the Amended Credit Agreement).

The Amended Credit Agreement contains customary covenants applicable to us and certain of our subsidiaries, including financial covenants. The Amended Credit Agreement is subject to customary events of default, and contemplates that we would be in default if, for any fiscal quarter (x) the average monthly D3 RIN price (as determined in accordance with the Amended Credit Agreement) is less than $0.80 per RIN and (y) the consolidated EBITDA for such quarter is less than $6,000. Consolidated EBITDA is defined under the Amended Credit Agreement as net income plus (a) income tax expense, (b) interest expense, (c) depreciation, depletion, and amortization expense, (d) non-cash unrealized derivative expense and (e) any other extraordinary, unusual, or non-recurring adjustments to certain components of net income, as agreed upon by Comerica in certain circumstances.

Under the Amended Credit Agreement, we are required to maintain the following ratios:

a maximum ratio of Total Liabilities to Tangible Net Worth (in each case, as those terms areLeverage Ratio (as defined in the Amended Credit Agreement) of greaternot more than 2.03.50 to 1.01.00 as of the end of any fiscal quarter;quarter from December 31, 2021 through June 29, 2023, 3.25 to 1.00 as of the end of any fiscal quarter from June 30, 2023 through June 29, 2024, and

3.00 to 1.00 as of the end of any fiscal quarter from June 30, 2024 and thereafter.; and

as of the end of each fiscal quarter, (x) a Fixed Charge Coverage Ratio (as defined in the Amended Credit Agreement) of not less than 1.2 to 1.0 and (y) a Total Leverage Ratio (as defined in the Amended Credit Agreement) of not more than 3.0 to 1.0.

As of March 31, 2021,September 30, 2023, we were in compliance with all applicable financial covenants under the Amended Credit Agreement.

The Amended Credit Agreement replaced our prior credit agreements with Comerica Bank and a portion of the proceeds of the term loan made under the Amended Credit Agreement were used by us to, among other things, fully satisfy an aggregate of $52,500$59,197 outstanding principal under such credit agreements. For additional information regarding the Amended Credit Agreement, see the sections entitled “Description of Indebtedness and Note 12— Debt to our auditedunaudited condensed consolidated financial statements.

Debt FinancingCapital Expenditures

We have historically funded our growth and capital expenditures with our working capital, cash flow from operations and debt financing. We expect our 2021non-development 2023 capital expenditures to range between $8,500$14,000 and $9,500.$17,000. Our 20212023 capital plans include annual preventative maintenance expenditures, annual wellfield expansion projects, other specific facility improvements, and information technology improvements. Additionally, we expectcurrently estimate that our existing 2023 development capital expenditures will range between $65,000 and $85,000. The refinement in 2023 development capital range is primarily related to spend between $2,000the first phase of

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the North Carolina development project. The majority of our 2023 development capital expenditures are related to our Pico digestion capacity increase, the ongoing development of Montauk Ag Renewables, our second Apex facility, the Blue Granite RNG project and $4,000 on optimization projects at our recently commissioned development facilities.the Bowerman RNG project. Our Amended Credit Agreement provides us with an $80,000a $120,000 revolving credit facility, with a $75,000 accordion option, providing us with access to additional capital to implement our acquisition and development strategy. Finally, weWe are currently anticipatein various stages of discussions regarding a variety of strategic growth opportunities. Included amongst these opportunities are: approximately up to $3,000 in initialeight LFG RNG, ADG RNG, and waste water treatment to RNG opportunities. If we ultimately enter into definitive agreements for any of these opportunities, we expect to incur material capital expenditures related to either acquisition costs or development costs, or both. As we continue to explore strategic growth opportunities and while we have entered into nonbinding letters of intent for certain of these opportunities, we provide no assurances that our plans related to any or all of these strategic opportunities will progress to definitive agreements. We believe that our existing cash and cash equivalents, cash generated from operations, and credit availability under our Amended Credit Agreement would allow us to pursue and close on our identified strategic growth opportunities in 2021 relatingaddition to the Acquisition.previously discussed non-development and development capital expenditures.

Cash Flow

The following table presents information regarding our cash flows and cash equivalents for the threenine months ended March 31, 2021September 30, 2023 and 2020:2022:

 

 

Nine Months Ended September 30,

 

 

 

2023

 

 

2022

 

Net cash provided by (used in):

 

 

 

 

 

 

Operating activities

 

$

19,587

 

 

$

59,809

 

Investing activities

 

 

(45,404

)

 

 

(11,270

)

Financing activities

 

 

(6,054

)

 

 

(6,106

)

Net (decrease) increase in cash and cash equivalents

 

 

(31,871

)

 

 

42,433

 

Restricted cash, end of the period

 

 

431

 

 

 

426

 

Cash and cash equivalents, end of period

 

 

73,735

 

 

 

96,045

 

   Three Months Ended
March 31,
 
   2021   2020 

Net cash flows provided by operating activities

  $7,769   $1,168 

Net cash flows used in investing activities

   (1,253   (5,204

Net cash flows (used in) provided by financing activities

   (4,860   6,000 

Net increase in cash and cash equivalents

   1,656    1,964 

Restricted cash, end of period

   572    587 

Cash and cash equivalents and restricted, end of period

   23,215    12,325 

For the first quarternine months of 2021,2023, we generated $7,769$19,587 of cash provided by operating activities compared to $59,809 of cash provided by operating activities in the first nine months of 2022. For the first nine months of 2023, income and adjustments to income from operating activities a 565.1% increaseprovided $35,915 compared to income and adjustments to income providing $60,141 in first nine months of 2022. Included within income and adjustments to income from operating activities for the first quarternine months of 20202023 was a decrease of $1,168.$4,216 related to our deferred tax provision adjustments. Working capital and other assets and liabilities provided $229used $16,328 in the first quarternine months of 20212023 compared to working capital and other assets and liabilities using $1,939$333 in the first quarternine months of 2020. Significant adjustments to net income included our accounting2022. Included in working capital for stock-based compensation, a $14,368 increase and a $2,219 reduction related to our interest rate swap agreements.the first nine months of 2023 was deferred revenues of approximately $1,500.

Our net cash flows used in investing activities has historically focused on project development and facility maintenance. Approximately $917 of our first quarter of 2021Our capital expenditures totaling $1,355for the first nine months of 2023 were $45,406, of which $12,313, $9,561, $10,092, $2,876, and $2,737 were related to optimization projects at our recently commissioned facilities. For the first quarterongoing development of 2020, our capital expenditures were $5,204, of which $517, $1,104the Pico facility digestion capacity increase, the Montauk Ag Renewables in North Carolina, second Apex RNG facility, Blue Granite RNG project, and $895 related to the construction of our Galveston, Coastal Plains, and PicoBowerman RNG facilities,project respectively. We also incurred $2,806 in capital expenditures rebuilding the failed engine at our McCarty RNG facility.

Our net cash flows used in financing activities of $4,860$6,054 for the first quarternine months of 20212023 decreased by $10,860$52 compared to cash provided byused in financing activities in the first quarternine months of 2020. The closing2022 of $6,106.

Contractual Obligations and Commitments

Off-balance sheet arrangements comprise those arrangements that may potentially impact our liquidity, capital resources and results of operations, even though such arrangements are not recorded as liabilities under GAAP. Our off-balance sheet arrangements are limited to the outstanding letters of credit described below. Although these arrangements serve a variety of our January 2021 IPO provided $12,401business purposes, we are not dependent on them to maintain our liquidity and capital resources, and we are not aware of any circumstances that are reasonably likely to cause the off-balance sheet arrangements to have a material adverse effect on liquidity and capital resources.

The Company has contractual obligations involving asset retirement obligations. See Note 8 in proceeds after payment of commissionsthe unaudited condensed consolidated financial statements for further information regarding the asset retirement obligations.

The Company has contractual obligations under our debt agreement, including interest payments and expenses. In connection with withholding shares from restricted stock awards pursuant to elections made by employees under Section 83(b)principal repayments. See Note 12 in the unaudited condensed consolidated financial statements for further discussion of the Code,contractual commitments under our debt agreements, including the Company reacquired 950,214 shares with a valuetiming of principal repayments. During the first nine months of 2023, we had approximately $10,813. Additionally, in connection with$2,505 of off-balance sheet arrangements of outstanding letters of credit. These letters of credit reduce the Distribution, we loaned $7,140 to MNK for its dividends tax liability arising under the South African Income Tax Act, 1962, as amended. As security for this loan, MNK has pledged certainborrowing capacity of its shares in the Company to Montauk and agreed to use the proceeds from the sale of such shares to repay this loan. During 2020, we borrowed $8,500 under our revolving credit agreementfacility under our Amended Credit Agreement. Certain of our contracts require these letters of credit to be used primarily for development capital expenditures.issued to provide

Internal Control Over Financial Reporting44


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Inadditional performance assurances. There have been no draw downs on these outstanding letters of credit. During the preparationfirst nine months of our interim2022, we did not have off-balance sheet arrangements other than outstanding letters of credit of approximately $3,905.

The Company has contractual obligations involving operating leases. The Company leases office space and other office equipment under operating lease arrangements, expiring in various years through 2033. See Note 18 in the unaudited condensed consolidated financial statements for the IPO, as well as the preparation of our year end financial statements, we and our independent public accounting firm identified a material weakness in our internal control over financial reporting that impacted the twelve months ended December 31, 2020 and for the nine months ended September 30, 2020 and 2019. During the first quarter of 2021, we continued to implement remediation initiatives in responsefurther information related to the previously identified material weakness in connectionlease obligations.

The Company has other contractual obligations associated with our material weakness remediation plan as noted below.fuel supply agreements. The expiration of these agreements range between 3-20 years. The minimum royalty and capital obligation associated with these agreements range from $8 to $1,635.

See “Risk Factors–Emerging Growth Company Risks–We have identified a material weakness in our internal control over financial reporting. We continue to implement remediation initiatives in response to this material weakness. If we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business” in our 2020 Annual Report as well as Part II, Item 1A of this report.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements are prepared in conformity with GAAP and require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates, and such estimates may change if the underlying conditions or assumptions change.

Revenue Recognition

Our revenues are comprised of renewable energy and the related Environmental Attribute sales provided under long-term contractsa variety of short-term and medium-term agreements with our customers. All revenue is recognized when we satisfy our performance obligation(s) under the contract (either implicit or explicit) by transferring the promised product to the customer either when (or as) the customer obtains control of the product. 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. We allocate the contract’s transaction price to each performance obligation using the product’s observable market standalone selling price for each distinct product in the contract.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring our products. As such, revenue is recorded net of allowances and customer discounts.discounts as well as net of transportation and gathering costs incurred. To the extent applicable, sales, value add, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenues) basis. The nature of our long-term contracts may give rise to several types of variable consideration, such as periodic price increases. This variable consideration is outside of our control as the variable consideration is dictated by the market.

The nature of the Company’s long-term contracts may give rise to several types of variable consideration, such as periodic price increases. This variable consideration is outside of the Company’s influence as the variable consideration is dictated by the market. Therefore, the variable consideration associated with the long-term contracts is considered fully constrained.

RINs

We generate D3 RINs through our production and sale of RNG used for transportation purposes as prescribed under the RFS program. Our operating costs are associated with the production of RNG. The RINs are government incentives that are generated as an output ofthrough our renewable operating projects.projects and not a result of physical attributes of our RNG production. The RINs that we generate are able to be separated and sold as credits independently from the energy produced. Therefore, no cost is allocated to the RIN when it is generated. Revenue is recognized on these Environmental Attributes when there is an agreement in place to monetize the credits at an agreed upon price with a customer and transfer of control has occurred. We enter into forward commitments to transfer RINs. These forward commitments are based on D3 RIN index prices at the time of the commitment. Realized prices for RINs monetized in a year may not correspond directly to index prices due to the forward selling of commitments.

RECs

We generate RECs through our production and conversion of landfill methane into Renewable Electricity in various states, including California, Oklahoma, and Texas. These states have various laws requiring utilities to purchase a portion of their energy from renewable resources. Our operating costs are associated with the production of Renewable Electricity. The RECs are generated as an output of our renewable operating projects. The RECs that we generate are able to be separated and sold independently from the electricity produced. Therefore, no cost is allocated to the REC when it is generated. Revenue is recognized on these Environmental Attributes when there is an agreement in place to monetize the credits at an agreed upon price with a customer and transfer of control has occurred.

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Income Taxes

We are subject to income taxes in the U.S. federal jurisdiction and various state and local jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply.

Our net deferred tax asset position is a result of net operating losses (“NOLs”), fixed assets, intangibles, and tax credit carryforwards. The realization of deferred tax assets is dependent upon our ability to generate sufficient future taxable income during the periods in which those temporary differences become deductible, prior to the expiration of the tax attributes. The evaluation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in our financial statements or tax returns and forecasting future profitability by tax jurisdiction.

We evaluate our deferred tax assets at reporting periods on a jurisdictional basis to determine whether adjustments to the valuation allowance are appropriate considering changes in facts or circumstances. As of each reporting date, management considers new evidence, both positive and negative, when determining the future realization of our deferred tax assets. We account for uncertain tax positions using a “more-likely-than-not”“more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. Given our current level of pre-tax earnings and forecasted future pre-tax earnings, we expect to generate income before taxes in the United States in future periods at a level that would fully utilize our U.S. federal NOL carryforwards and the majority of its state NOL carryforwards prior to their expiration.

Intangible Assets

Separately identifiable intangible assets are recorded at their fair values upon acquisition. We account for intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. Finite-lived intangible assets include interconnections, customer contracts, and trade names and trademarks. The interconnection intangible asset is the exclusive right to utilize an interconnection line between the operating project and a utility substation to transmit produced electricity. Included in that right is full maintenance provided on this line by the utility. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful life. We evaluate our finite-lived intangible assets for impairment as events or changes in circumstances indicate the carrying value of these assets may not be fully recoverable. Events that could result in an impairment include, among others, a significant decrease in the market price or the decision to close a site.

Indefinite-lived intangible assets are not amortized and include emission allowances and land use rights. Emission allowances consist of credits that need to be applied to nitrogen oxide (“NOx”) emissions from internal combustion engines. These engines emit levels of NOx for which environmental permits are required in certain regions in the United States. Except for permanent allocations of NOx credits, allowances available for use each year are capped at a level necessary for ozone attainment per the National Ambient Air Quality Standards. We assess the impairment of intangible assets that have indefinite lives at least on an annual basis or whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.

If finite-lived or indefinite-lived intangible assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The fair value is determined based on the present value of expected future cash flows. We use our best estimates in making these evaluations, however, actual future pricing, operating costs and discount rates could vary from the assumptions used in our estimates and the impact of such variations could be material.

Our assessment of the recoverability of finite-lived and indefinite-lived intangible assets is determined by performing monitoring assessment of the future cash flows associated with the underlying gas rights agreements. The cash flows estimates are performed at the operating unit level and based on the average remaining length of the gas rights agreements. Based on our analysis, we concluded the cashflows generated to be well in excess of the carrying amounts. Changes in market conditions related to the various price indexes used in estimating these cash flows could adversely affect these estimates.

Finite-Lived Asset Impairment

In accordance with FASB ASC Topic 360, Property, Plant and Equipment and intangible assets with finite useful lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset or asset group to future undiscounted cash flows expected to be generated by the asset or asset group. Such estimates are based on certain assumptions, which are subject to uncertainty and may materially differ from actual results, including considering project specific assumptions for long-term credit prices, escalated future project operating costs and expected site operations. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market value for such assets. We use our best estimates in making these evaluations and consider various factors, including future pricing and operating costs. However, actual future market prices and project costs could vary from the assumptions used in our estimates and the impact of such variations could be material.

We identified discrete events and recorded impairment of $626$777 and $278$2,393 for the first quarter of 2021nine months ended September 30, 2023 and 2020,2022, respectively. See Note 3 “Asset Impairment” to our auditedin the unaudited condensed consolidated financial statements for more information.further information related to asset impairments.

Off-Balance Sheet Arrangements46


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Off-balance sheet arrangements comprise those arrangements that may potentially impact our liquidity, capital resources and results of operations, even though such arrangements are not recorded as liabilities under GAAP. Our off-balance sheet arrangements are limited to the outstanding letters of credit described below. Although these arrangements serve a variety of our business purposes, we are not dependent on them to maintain our liquidity and capital resources, and we are not aware of any circumstances that are reasonably likely to cause the off-balance sheet arrangements to have a material adverse effect on liquidity and capital resources.

For the first quarter of 2021, we had approximately $5,765 of off-balance sheet arrangements of outstanding letters of credit. These letters of credit reduce the borrowing capacity of our revolving credit facility under our Amended Credit Agreement. Certain of our contracts require these letters of credit to be issued to provide additional performance assurances. There have been no usage against these outstanding letters of credit. During 2020, we did not have off-balance sheet arrangements other than outstanding letters of credit of approximately $7,145.

Contractual Obligations

There were no material changes to our significant contractual obligations during the first quarter of 2021 as compared to those previously reported within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2020 Annual Report.

Emerging Growth Company

We are an emerging growth company, as defined in the JOBS Act. The JOBS Act allows emerging growth companies to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. We intend to utilize these transition periods, which may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the transition periods afforded under the JOBS Act.

Recent Accounting Pronouncements

For a description of our recently adopted accounting pronouncements and recently issued accounting standards not yet adopted, see Note 2 “Summary of Significant Accounting Policies” of Part I, Item 1 of our interimunaudited condensed consolidated financial statements in this report.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes since our disclosure in Quantitative and Qualitative Disclosures About Market Risk included as Item 7A in our 20202022 Annual Report.

ITEM 4.

CONTROLS AND PROCEDURES

ITEM 4. CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

We maintainOur management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, thatas defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act, as of the end of the period covered by this quarterly report. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the Company’s reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms andforms. Our management recognizes that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Anyany controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the desired control objectives. The Company, withcost-benefit relationship of possible controls and procedures. Our management, including our principal executive officer and principal financial officer, after evaluating the participationeffectiveness of our disclosure controls and procedures as of the Company’s Chief Executive Officer and Chief Financial Officer,end of the period covered by this report, concluded that as of March 31, 2021, the Company’ssuch date, our disclosure controls and procedures were not effective pursuant to Rule 13a-15 and Rule 15d-15 of the Exchange Act, based on the material weakness in internal control over financial reporting described below.

In light of the above, our management, including our Chief Executive Officer and Chief Financial Officer, has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Previously Reported Material Weakness

During the preparation of our interim financial statements in connection with our IPO, as well as the preparation of our year-end financial statements, we and our independent public accounting firm identified a material weakness in internal control over financial reporting. As defined in Rule 12b-2 under the Exchange Act, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there isat a reasonable possibility that a material misstatementlevel of our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, we did not have adequate procedures and controls with respect to complete and accurate recording of inputs to the consolidated income tax provision and related accruals.assurance.

The identified control deficiencies could have resulted in a misstatement of our accounts or disclosures that could have resulted in a material misstatement of our annual or interim consolidated financial statements that would not be prevented or detected, and accordingly, we determined that these control deficiencies constituted a material weakness.

Under “Changes in Internal Control over Financial Reporting” below, we describe our remediation plan to address the identified material weakness.

Changes in Internal Control Over Financial Reporting

There have beenwere no changes in our internal control over financial reporting during theour most recent fiscal quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. During the quarter ended March 31, 2021, we continued to implement remediation initiatives in response to the previously identified material weakness in connection with our material weakness remediation plan as noted below.

As part48


Table of our ongoing remediation initiatives, we continue to implement measures designed to improve our internal control over financial reporting in order to remediate the control deficiencies that led to the material weakness, including outsourcing the parallel preparation and review of our tax calculations and related disclosures by external specialists, and initiating design and implementation of our financial control environment which includes creation of additional controls including those designed to strengthen our review and reconciliation processes around preparation of the annual and interim tax provision and related disclosures. While we believe that these efforts will improve our internal control over financial reporting, the implementation of our remediation is ongoing and will require validation and testing of the design and operating effectiveness of internal controls.Contents

If the steps we take do not remediate the material weakness in a timely manner, there could continue to be a reasonable possibility that these control deficiencies or others could result in a material misstatement of our annual or interim consolidated financial statements that would not be prevented or detected on a timely basis.

PART II OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

From time to time, we and our subsidiaries may be parties to legal proceedings arising in the normal course of our business. We and our subsidiaries are currently not a party, nor is our property subject, to any material pending legal proceedings.

ITEM 1A.

RISK FACTORS

ITEM 1A. RISK FACTORS

We face a number of risks that could materially and adversely affect our business, results of operations, cash flow, liquidity, or financial condition. A discussion of our risk factors can be found in Part I, “Item 1A Risk Factors” in our 2020 Annual Report. The impact of COVID-19 may exacerbate the risks discussed in Part I, “Item 1A. Risk Factors” in our 20202022 Annual Report any of which could have a material effect on us.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered SecuritiesITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 4, 2021, we issued 138,312,713 shares of our common stock to Montauk USA (representing all of the issued and outstanding shares of common stock of Montauk Renewables) in exchange for all of the issued and outstanding membership interests of Montauk Energy Holdings LLC, our top-tier subsidiary, under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the transaction did not involve a public offering.

In connection with the closing of the IPO, on January 26, 2021, we issued warrants to purchase up to 135,125 shares of our common stock at an exercise price of $9.35 per share to Roth Capital Partners, LLC (“Roth”) under Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering. The warrants expire on January 26, 2026.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information about our purchases of our equity securities for the three months ended March 31, 2021:

   Issuer Purchases of Equity Securities 

Period

  Total Number
of Shares
Purchased(1)
   Average Price Paid
Per Share
   Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
   Maximum Number
(or Approximate
Dollar Value) of
Shares That May Yet
Be Purchased Under
the  Plans or
Programs
 

Jan. 1, 2021 – Jan. 31, 2021

   950,224   $11.38    —      —   

Feb. 1, 2021 – Feb. 28, 2021

   —      —      —      —   

March 1, 2021 – March 31, 2021

   —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 
   950,224   $ 11.38    —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)

On January 4, 2021, we redeemed 10 shares of our common stock, that were previously issued to Ms. Melissa Zotter in connection with our initial formation, for $10. On January 28, 2021, we withheld 950,214 shares of our common stock relating to restricted stock awards granted to our officers under the MRI EICP pursuant to their respective elections under Section 83(b) of the Code.

Use of Proceeds from Sale of Registered Securities

On January 21, 2021, our Registration Statement on Form S-1, as amended (File(File No. 333-251312) (the “Registration Statement”), was declared effective by the SEC in connection with our IPO. The underwriter for the IPO was Roth.Roth Capital Partners. A total of 3,399,515 shares of our common stock were sold pursuant to the Registration Statement, which was comprised of (1) 2,702,500 shares of new common stock issued by the Company and (2) 697,015 shares of the Company’s common stock held by MNK. The 3,399,515 shares were sold at an offering price of $8.50 per share and resulting in net proceeds to the Company of approximately $15.0 million, after deducting the underwriting discount of approximately $1.6 million and offering expenses payable by the Company of approximately $6.2 million.

The IPO closed on January 26, 2021. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates.

SinceFrom the closing of the IPO through June 30, 2023, approximately $3.9$15.0 million of the net proceeds from the IPO have been used by Montauk Renewables in connection with diligence activities and to completefor the following: the Montauk SwineAg Asset Acquisition in May 2021.2021, the purchase of the real-estate and property in October 2021 related to Montauk Ag, and subsequent development activities related to Montauk Ag Renewables. An immaterial amount has been used relating to other possible acquisitions and projects. The remainingAs of March 31, 2023, all net proceeds of approximately $11.1 is held as cash. See Note 20, “Subsequent Events,” for more information onwere used by the Montauk Swine Acquisition.Company.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.ITEM 5. OTHER INFORMATION

None.

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Table of Contents
ITEM 6.

EXHIBITS

ITEM 6. EXHIBITS

Exhibit

Number

Description

2.1+

Transaction Implementation Agreement, dated as of November 6, 2020, between Montauk Renewables, Inc., Montauk Holdings Limited and Montauk Holdings USA, LLC (incorporated by reference to Exhibit 2.1 our Registration Statement on Form S-1 (File No. 333-251312), filed December 11, 2020)

2.23.3

Letter Agreement, dated as of January 3, 2021, to the Transaction Implementation Agreement, dated as of November 6, 2020, between Montauk Renewables, Inc., Montauk Holdings Limited and Montauk Holdings USA, LLC (incorporated by reference to Exhibit 2.2 Amendment No. 3 to our Registration Statement on Form S-1 (File No. 333-251312), filed January 8, 2021)

3.1

Amended and Restated Certificate of Incorporation of Montauk Renewables, Inc.Bylaws, as adopted on September 13, 2023 (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to our Registration StatementCurrent Report on Form S-1 (File No. 333-251312),8-K filed January 8, 2021)on September 19, 2023)

3.23.4

Amended and Restated Bylaws, of Montauk Renewables, Inc.as adopted on October 18, 2023 (incorporated by reference to Exhibit 3.23.1 to Amendment No. 3 to our Registration StatementCurrent Report on Form S-1 (File No. 333-251312),8-K filed January 8, 2021)on October 19, 2023)

10.1^31.1

Montauk Renewables, Inc. Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Amendment No. 3 to our Registration Statement on Form S-1 (File No. 333-251312), filed January 8, 2021)

10.2^

Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form S-1 (File No. 333-251312), filed December 11, 2020)

10.3^

Form of Restricted Stock Unit Award Agreement (Employees) (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form S-1 (File No. 333-251312), filed December 11, 2020)

10.4^

Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form S-1 (File No. 333-251312), filed December 11, 2020)

10.5^

Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form S-1 (File No. 333-251312), filed December 11, 2020)

10.6^

Form of Option Cancellation Agreement (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form S-1 (File No. 333-251312), filed December 11, 2020)

10.7^

Form of Indemnity Letter between Montauk Renewables, Inc. and each of its current directors and executive officers (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form S-1 (File No. 333-251312), filed (incorporated by reference to Amendment No. 1 to our Registration Statement on Form S-1 (File No. 333-251312), filed December 23, 2020)

10.8^

Form of Indemnification Agreement between Montauk Renewables, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.8 to our Registration Statement on Form S-1 (File No. 333-251312), filed December 11, 2020)

10.9

Third Amendment, dated as of January 4, 2021, to the Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 12, 2018, by and among Montauk Energy Holdings LLC, the financial institutions from time to time party thereto, as lenders, and Comerica Bank, as administrative agent, sole lead arranger and sole book runner (incorporated by reference to Exhibit 10.16 to Amendment No. 3 to our Registration Statement on Form S-1 (File No. 333-251312), filed January 8, 2021)

Exhibit
Number

Description

10.10

Amended and Restated Loan Agreement and Secured Promissory Note, by and between Montauk Holdings Limited and Montauk Renewables, Inc., dated February 22, 2021 (incorporated by reference to Exhibit 10.41 to our Form 10-K (File No. 001-39919) filed March 31, 2021)

31.1

Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act

31.2

Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act

32.1

Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

^

Exhibits marked with a (^) are management contracts or compensation plans or arrangements.

+

Exhibits marked with a (+) exclude certain immaterial schedules and exhibits pursuant to the provisions of Regulation S-K, Item 601(a)(5) or Item 601(a)(6). A copy of any of the omitted schedules and exhibits pursuant to Regulation S-K, Item 601(a)(5) will be furnished to the Securities and Exchange Commission upon request.

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Table of Contents

SIGNATURES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

May 14, 2021MONTAUK RENEWABLES, INC.
By:/s/ SEAN F. MCCLAIN
Sean F. McClain

President, Chief Executive Officer and Director

(Principal Executive Officer)

November 9, 2023

MONTAUK RENEWABLES, INC.

By:

/s/

By:

  /s/ SEAN F. MCCLAIN

  Sean F. McClain

  President, Chief Executive Officer and Director

  (Principal Executive Officer)

By:

  /s/ KEVIN A. VAN ASDALAN

Kevin A. Van Asdalan

Chief Financial Officer

(Principal  (Principal Financial and Accounting Officer)

51

38