Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | MONTAUK RENEWABLES, INC. | |
Entity File Number | 001-39919 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Accelerated Filer | |
Entity Tax Identification Number | 85-3189583 | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Address, Address Line One | 5313 Campbells Run Road | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, State or Province | PA | |
Entity Address, City or Town | Pittsburgh | |
Entity Address, Postal Zip Code | 15205 | |
City Area Code | 412 | |
Local Phone Number | 747-8700 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | MNTK | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 143,661,719 | |
Entity Central Index Key | 0001826600 | |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 78,043 | $ 105,177 |
Accounts and other receivables | 6,305 | 7,222 |
Related party receivable | 9,008 | 9,000 |
Current portion of derivative instrument | 835 | 879 |
Prepaid expenses and other current assets | 2,440 | 2,590 |
Total current assets | 96,631 | 124,868 |
Non-current restricted cash | 407 | 407 |
Property, plant and equipment, net | 183,800 | 175,946 |
Goodwill and intangible assets, net | 15,512 | 15,755 |
Deferred tax assets | 16,985 | 3,952 |
Non-current portion of derivative instrument | 584 | 936 |
Operating lease right-of-use assets | 4,635 | 4,742 |
Finance lease right-of-use assets | 80 | 96 |
Other assets | 5,703 | 5,614 |
Total assets | 324,337 | 332,316 |
Current liabilities: | ||
Accounts payable | 3,232 | 4,559 |
Accrued liabilities | 11,354 | 15,090 |
Income tax payable | 905 | 402 |
Current portion of operating lease liability | 411 | 410 |
Current portion of finance lease liability | 74 | 71 |
Current portion of long-term debt | 7,876 | 7,870 |
Total current liabilities | 23,852 | 28,402 |
Long-term debt, less current portion | 61,533 | 63,505 |
Non-current portion of operating lease liability | 4,312 | 4,341 |
Non-current portion of finance lease liability | 6 | 25 |
Asset retirement obligation | 5,593 | 5,493 |
Other liabilities | 3,968 | 3,459 |
Total liabilities | 99,264 | 105,225 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.01 par value, authorized 690,000,000 shares; 143,682,811 shares issued at March 31, 2023 and December 31, 2022, respectively; 141,633,417 shares outstanding at March 31, 2023 and December 31, 2022, respectively | 1,416 | 1,416 |
Treasury stock, at cost, 971,306 shares March 31, 2023 and December 31, 2022, respectively | (11,051) | (11,051) |
Additional paid-in capital | 207,830 | 206,060 |
Retained earnings | 26,878 | 30,666 |
Total stockholders' equity | 225,073 | 227,091 |
Total liabilities and stockholders' equity | $ 324,337 | $ 332,316 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock par or stated value per share | $ 0.01 | $ 0.01 |
Common stock shares authorized | 690,000,000 | 690,000,000 |
Common stock shares issued | 143,682,811 | 143,682,811 |
Common stock shares outstanding | 141,633,417 | 141,633,417 |
Treasury stock shares | 971,306 | 971,306 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Total operating revenues | $ 19,154 | $ 32,169 |
Operating expenses: | ||
Operating and maintenance expenses | 14,182 | 13,201 |
General and administrative expenses | 9,475 | 8,495 |
Royalties, transportation, gathering and production fuel | 3,933 | 7,206 |
Depreciation, depletion and amortization | 5,196 | 5,153 |
Gain on insurance proceeds | 0 | (313) |
Impairment loss | 451 | 51 |
Transaction costs | 83 | 27 |
Total operating expenses | 33,320 | 33,820 |
Operating loss | (14,166) | (1,651) |
Other expenses (income): | ||
Interest expense | 1,675 | 32 |
Other expense (income) | 7 | (310) |
Total other expense (income) | 1,682 | (278) |
Loss before income taxes | (15,848) | (1,373) |
Income tax benefit | (12,060) | (258) |
Net loss | $ (3,788) | $ (1,115) |
Loss per share: | ||
Basic | $ (0.03) | $ (0.01) |
Diluted | $ (0.03) | $ (0.01) |
Weighted-average common shares outstanding: | ||
Basic | 141,633,417 | 141,045,477 |
Diluted | 141,633,417 | 141,045,477 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained (Deficit) Earnings [Member] |
Beginning balance at Dec. 31, 2021 | $ 182,293 | $ 1,410 | $ (10,813) | $ 196,224 | $ (4,528) |
Beginning balance, shares at Dec. 31, 2021 | 141,015,213 | 950,214 | |||
Net loss | (1,115) | (1,115) | |||
Stock-based compensation | 2,334 | 2,334 | |||
Ending balance at Mar. 31, 2022 | 183,421 | $ 1,410 | $ (10,904) | 198,558 | (5,643) |
Ending balance, shares at Mar. 31, 2022 | 141,057,772 | 959,344 | |||
Issuance of common stock,Shares | 42,559 | ||||
Treasury stock | $ (91) | $ (91) | |||
Treasury stock shares | 9,130 | ||||
Issuance of common stock,Shares | 141,633,417 | ||||
Treasury stock | $ (11,051) | ||||
Treasury stock shares | 971,306 | ||||
Beginning balance at Dec. 31, 2022 | $ 227,091 | $ 1,416 | $ (11,051) | 206,060 | 30,666 |
Beginning balance, shares at Dec. 31, 2022 | 141,633,417 | 971,306 | |||
Net loss | (3,788) | (3,788) | |||
Stock-based compensation | 1,770 | 1,770 | |||
Ending balance at Mar. 31, 2023 | $ 225,073 | $ 1,416 | $ (11,051) | $ 207,830 | $ 26,878 |
Ending balance, shares at Mar. 31, 2023 | 141,633,417 | 971,306 | |||
Issuance of common stock,Shares | 141,633,417 | ||||
Treasury stock | $ (11,051) | ||||
Treasury stock shares | 971,306 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||
Net loss | $ (3,788) | $ (1,115) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 5,196 | 5,153 | |
Benefit for deferred income taxes | (13,033) | (236) | |
Stock-based compensation | 1,770 | 2,334 | |
Derivative mark-to-market and settlements | 396 | 2,415 | |
Gain on property insurance proceeds | 0 | (313) | |
Accretion of asset retirement obligations | 100 | 98 | $ 296 |
Net loss (gain) on sale of assets | 37 | (293) | |
Increase in earn-out liability | 214 | 0 | |
Amortization of debt issuance costs | 93 | 108 | |
Impairment loss | 451 | 51 | |
Accounts and other receivables and other current assets | 1,033 | 2,949 | |
Accounts payable and other accrued expenses | (4,307) | (1,554) | |
Net cash (used in) provided by operating activities | (11,838) | 9,597 | |
Cash flows from investing activities | |||
Capital expenditures | (13,278) | (2,378) | |
Proceeds from insurance recovery | 0 | 313 | |
Proceeds from sale of assets | 0 | 1,088 | |
Net cash used in investing activities | (13,278) | (977) | |
Cash flows from financing activities: | |||
Repayments of long-term debt | (2,000) | (2,000) | |
Treasury stock purchase | 0 | (91) | |
Finance lease payments | (18) | 0 | |
Net cash used in financing activities | (2,018) | (2,091) | |
Net (decrease) increase in cash and cash equivalents and restricted cash | (27,134) | 6,529 | |
Cash and cash equivalents and restricted cash at beginning of period | 105,606 | 53,612 | 53,612 |
Cash and cash equivalents and restricted cash at end of period | 78,472 | 60,141 | 105,606 |
Reconciliation of cash, cash equivalents, and restricted cash at end of year: | |||
Cash and cash equivalents | 78,043 | 59,794 | 105,177 |
Restricted cash and cash equivalents - current | 22 | 19 | |
Restricted cash and cash equivalents - non-current | 407 | 328 | 407 |
Reconciliation of cash, cash equivalents, and restricted cash at end of year | $ 78,472 | $ 60,141 | $ 105,606 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | 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. Two of the Company’s key revenue drivers are sales of captured gas and sales 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 % 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. Another key revenue driver is the sale 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”). The Company’s largest electric facility, located in California, receives revenue for the monetization of RECs as a part of a purchase power agreement. Collectively, the Company benefits from federal and state government incentives in the United States, provided in the form of RINs, RECs, LCFS credits, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation 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, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023 (the “2022 Annual Report”). The results of operations for the three months March 31, 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, 2022, has been derived from the audited financial statements as of that date. For further information, refer to the Company’s audited financial statements and notes thereto included for the year ended December 31, 2022 in the 2022 Annual Report. Segment Reporting The Company reports segment information in three segments: RNG, Renewable Electricity Generation and Corporate. This is consistent with the internal reporting provided to the chief 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 description of the Company’s operating segments and other activities. The RNG segment represents the sale of gas sold at fixed-price contracts, counterparty share RNG volumes and applicable Environmental Attributes. This business unit represents the majority of the revenues generated by the Company. 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 Company’s consolidated financial statements. Use of Estimates The preparation of financial statements, in conformity with accounting 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. Recently Adopted Accounting Standards In June 2016, the FASB issued 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”). Application of ASC 326 was effective for SEC Issuers (excluding smaller reporting companies) for fiscal years beginning after December 15, 2019. Adoption for smaller reporting companies, emerging growth companies and nonpublic entities was deferred due to the COVID-19 pandemic and was required for fiscal years beginning after December 15, 2022. The ASU did not have a material impact on the Company’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 FASB included a sunset provision within Topic 848 based on expectations of when the LIBOR 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. |
Asset Impairment
Asset Impairment | 3 Months Ended |
Mar. 31, 2023 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment | NOTE 3 – ASSET IMPAIRMENT The Company recorded an impairment loss of $ 451 and $ 51 for the three months ended March 31, 2023 and 2022, respectively. The first quarter 2023 impairment was for a feedstock processing machine component at an RNG site that was not in operational use. The first quarter 2022 impairment related to computer software and hardware no longer being utilized. |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues from Contracts with Customers | NOTE 4 – REVENUES FROM CONTRACTS WITH CUSTOMERS The following tables display the Company’s 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 months ended March 31, 2023 and 2022: Three months ended March 31, 2023 Goods transferred at a point in time Goods transferred over time Total Major goods/Service line: Natural gas commodity $ 204 $ 7,877 $ 8,081 Natural gas environmental attributes 6,644 — 6,644 Electric commodity — 2,621 2,621 Electric environmental attributes 1,808 — 1,808 $ 8,656 $ 10,498 $ 19,154 Operating segment: RNG $ 6,848 $ 7,877 $ 14,725 REG 1,808 2,621 4,429 $ 8,656 $ 10,498 $ 19,154 Three months ended March 31, 2022 Goods transferred at a point in time Goods transferred over time Total Major goods/Service line: Natural gas commodity $ 405 $ 9,488 $ 9,893 Natural gas environmental attributes 22,710 — 22,710 Electric commodity — 2,385 2,385 Electric environmental attributes 1,649 — 1,649 $ 24,764 $ 11,873 $ 36,637 Operating segment: RNG $ 23,115 $ 9,488 $ 32,603 REG 1,649 2,385 4,034 $ 24,764 $ 11,873 $ 36,637 |
Accounts and Other Receivables
Accounts and Other Receivables | 3 Months Ended |
Mar. 31, 2023 | |
Receivables, Net, Current [Abstract] | |
Accounts and Other Receivables | 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 condensed consolidated statements of operations. No reserve expense was recorded for the three months ended March 31, 2023 and 2022. Accounts and other receivables consist of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Accounts receivables $ 6,214 $ 7,148 Other receivables 73 57 Reimbursable expenses 18 17 Accounts and other receivables, net $ 6,305 $ 7,222 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment consists of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Land $ 595 $ 595 Buildings and improvements 29,224 29,268 Machinery and equipment 247,216 247,631 Gas mineral rights 35,526 34,526 Construction work in progress 32,362 20,745 Total $ 344,923 $ 332,765 Less: Accumulated depreciation and amortization ( 161,123 ) ( 156,819 ) Property, plant & equipment, net $ 183,800 $ 175,946 Depreciation expense for property, plant and equipment was $ 4,807 and $ 4,810 and amortization expense for gas mineral rights was $ 128 for both the three months ended March 31, 2023 and 2022, respectively. |
Goodwill And Intangible Assets,
Goodwill And Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets, Net | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS, NET Goodwill and Intangible assets consist of the following as of March 31, 2023 and December 31, 2022: March 31, 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 $ 3,292 and $ 3,107 $ 11,501 $ 11,686 Customer contracts, net of accumulated amortization of $ 17,080 and $ 17,022 3,622 3,680 Total intangible assets with finite lives: $ 15,123 $ 15,366 Total Goodwill and Intangible assets $ 15,512 $ 15,755 As of March 31, 2023, the weighted average remaining useful life of customer contracts and interconnection were both 16 years . Amortization expense was $ 243 and $ 215 for the three months ended March 31, 2023 and 2022, respectively. |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | NOTE 8 – ASSET RETIREMENT OBLIGATIONS The following table summarizes the activity associated with asset retirement obligations of the Company as of March 31, 2023 and December 31, 2022: Three months ended March 31, 2023 Year ended December 31, 2022 Asset retirement obligations—beginning of period $ 5,493 $ 5,301 Accretion expense 100 296 Decommissioning — ( 104 ) Asset retirement obligations—end of period $ 5,593 $ 5,493 |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instrument Detail [Abstract] | |
Derivative Instruments | NOTE 9 – DERIVATIVE INSTRUMENTS To mitigate market risk associated with fluctuations in energy commodity prices (natural gas) and interest rates, the Company utilizes various derivative 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 strategies employed, the Company had the following realized and unrealized gains and losses in the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022: Derivative Instrument Location Three months ended March 31, 2023 Three months ended March 31, 2022 Commodity contracts: Realized natural gas Operating revenue $ — $ ( 1,016 ) Unrealized natural gas Operating revenue — ( 3,451 ) Interest rate swaps Interest expense ( 396 ) 1,036 Net loss $ ( 396 ) $ ( 3,431 ) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 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, 2023 and December 31, 2022, set forth by level, within the fair value hierarchy: March 31, 2023 Level 1 Level 2 Level 3 Total Interest rate swap derivative asset $ — $ 1,419 $ 1,419 Asset retirement obligations — — ( 5,593 ) ( 5,593 ) Pico earn-out liability — — ( 4,057 ) ( 4,057 ) $ — $ 1,419 $ ( 9,650 ) $ ( 8,231 ) 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 ) A summary of changes in the fair values of the Company’s Level 3 instruments, attributable to asset retirement obligations, for the three months ended March 31, 2023 and the year ended December 31, 2022 is included in Note 8. 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 values are determined to be less than its carrying value. See Note 3 for additional information. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | NOTE 11 – ACCRUED LIABILITIES The Company’s accrued liabilities consists of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Accrued expenses $ 5,241 $ 3,221 Payroll and related benefits 1,640 1,561 Royalty 2,220 7,836 Utility 1,401 1,605 Other 852 867 Accrued liabilities $ 11,354 $ 15,090 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 12 – DEBT The Company’s debt consists of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Term loans $ 70,000 $ 72,000 Less: current principal maturities ( 8,000 ) ( 8,000 ) Less: debt issuance costs (on long-term debt) ( 467 ) ( 495 ) Long-term debt $ 61,533 $ 63,505 Current portion of long-term debt 7,876 7,870 $ 69,409 $ 71,375 Amended Credit Agreement On December 12, 2018, Montauk Energy Holdings LLC (“MEH”) 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) replaced 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, the Company entered into the second amendment to the Credit Agreement (the "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 , 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, the Company paid down the outstanding term loan by $ 38,250 and the resulting quarterly principal installments were reduced to $ 2,500 . 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 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 current credit agreement, which is secured by a lien on substantially all assets of the Company and certain of its subsidiaries, provides for a $ 80,000 term loan and a $ 120,000 revolving credit facility. The term loan amortizes in quarterly installments of $ 2,000 through 2024, then increases to $ 3,000 from 2025 to 2026 with a final payment of $ 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 $ 93 and $ 108 for the three months ended March 31, 2023 and 2022, respectively and was recorded as interest expense on the statement of operations. As of March 31, 2023, $ 70,000 was outstanding under the term loan. In addition, the Company had $ 4,477 of outstanding letters of credit as of March 31, 2023. Amounts available under the revolving credit facility are reduced by any amounts outstanding under letters of credit. As of March 31, 2023, the Company’s capacity available for borrowing under the revolving credit facility was $ 115,523 . Borrowings of the term loans and revolving credit facility bear interest at the Bloomberg Short-Term Bank Yield Index Rate plus an applicable margin. Interest rates as of March 31, 2023 and December 31, 2022 were 6.64 % and 4.12 %, respectively. As of March 31, 2023, the Company was in compliance with all applicable financial covenants under the Credit Agreement. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 – INCOME TAXES The Company’s provision for income taxes in interim periods is typically computed by applying the estimated annual effective tax rate to income or loss before income taxes for the period. In addition, non-recurring or discrete items are recorded during the period(s) in which they occur. Three Months Ended March 31, 2023 March 31, 2022 Benefit for income taxes $ ( 12,060 ) $ ( 258 ) Effective tax rate 76 % 19 % Income tax expense for the three months ended March 31, 2023 was calculated using an estimated effective tax rate which differs from the U.S. federal statutory rate of 21 % primarily due to the adjustment for production tax credits and 162(m) compensation limit adjustment. The effective tax rate of 76 % for the three months ended March 31, 2023 was higher than the rate for the three months ended March 31, 2022 of 19 % primarily due to current period pre-tax book income being higher in 2022. The March 31, 2023 rate also includes utilization of production tax credits and certain discrete items. Income tax expense for the three months ended March 31, 2022 was calculated using an estimated effective tax rate which differs from the U.S. federal statutory rate of 21 % primarily due to the adjustment for production tax credits. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 14 – SHARE-BASED COMPENSATION The board of directors of Montauk Renewables adopted 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 the grant of non-qualified stock options, restricted stock units and restricted share awards to the employees of Montauk Renewables and its subsidiaries in January 2021. In connection with the restricted share awards, the officers of the Company made elections under Section 83(b) of the Code. Pursuant to such elections, the Company withheld 950,214 shares of common stock from such awards at a price of $ 11.38 per share from such awards. The Company records and reports restricted shares and restricted stock units when vested and in the case of options, when such awards are settled in the Company’s common stock. As of March 31, 2023, unrecognized MRI EICP compensation expense for awards the Company expects to vest was $ 15,332 and will be recognized over approximately 4 years. 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 March 31, 2023. The restricted shares, restricted stock units and option awards are subject to vesting schedules that commence or conclude, in the case of the options 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 share awards, each officer having made an election under Section 83(b) of the Code. 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 and the exercise and settlement of options into shares as of the exercise date(s). The fair value of the MRI EICP options was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions (no dividends were expected): Grant Date Risk-free interest rate 0.5 % Expected volatility 32.0 % Expected option life (in years) 5.5 Grant-date fair value $ 3.44 The following table summarizes the restricted shares, restricted stock units and options outstanding under the MRI EICP as of March 31, 2023 and March 31, 2022, respectively: Restricted Shares Restricted Stock Units Options Number of Weighted Number of Weighted Number of Weighted 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 — — — — — — Vested — — — — — — Forfeited — — ( 80,000 ) 10.23 — — Exercised — — — — — — End of period - March 31, 2023 2,028,301 $ 11.80 200,000 $ 10.09 — $ — Restricted Shares Restricted Stock Units Options Number of Weighted Number of Weighted Number of Weighted 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 — — — — — — Vested ( 23,705 ) 11.38 ( 27,984 ) 11.38 ( 950,214 ) 11.38 Forfeited — — — — — — Exercised — — — — — — End of period - March 31, 2022 2,545,908 $ 10.07 350,000 $ 10.13 — $ — As of March 31, 2023 none of the 950,214 vested options have been exercised. |
Defined Contribution Plan
Defined Contribution Plan | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | NOTE 15 – DEFINED CONTRIBUTION PLAN The Company maintains a 401(k) defined contribution plan for eligible employees. The Company matches 50 % of an employee’s deferrals up to 4 %. The Company also contributes 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 $ 143 and $ 167 for the three months ended March 31, 2023 and 2022, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16 – RELATED 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 dividends 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, and 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 of June 30, 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 terms of the Amended Promissory Note provide the Company a security interest of 800,000 shares of the Company and require MNK to use the proceeds of any such sale of the shares to repay the note. The Amended Promissory Note also 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. 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 secondarily listed Johannesburg Stock Exchange trading symbol, for expenses incurred on behalf of the Company. Amounts reimbursed were $ 59 and $ 3 for the three months ended March 31, 2023 and 2022, respectively. $ 41 and $ 26 were owed as of March 31, 2023 and December 31, 2022, respectively. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 17 – SEGMENT INFORMATION The Company’s reportable segments for the three months ended March 31, 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 March 31, 2023 RNG REG Corporate Total Total revenue $ 14,785 $ 4,369 $ - $ 19,154 Net (loss) income ( 4,340 ) ( 265 ) 817 ( 3,788 ) EBITDA ( 493 ) 1,022 ( 9,506 ) ( 8,977 ) Adjusted EBITDA (1) ( 5 ) 1,022 ( 9,423 ) ( 8,406 ) Total assets 156,750 54,846 112,741 324,337 Capital expenditures 10,241 3,031 6 13,278 (1) First quarter of 2023 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, 2023: Three Months Ended March 31, 2023 RNG REG Corporate Total Net (loss) income $ ( 4,340 ) $ ( 265 ) $ 817 $ ( 3,788 ) Depreciation, depletion and amortization 3,847 1,287 62 5,196 Interest expense — — 1,675 1,675 Income tax benefit — — ( 12,060 ) ( 12,060 ) EBITDA $ ( 493 ) $ 1,022 $ ( 9,506 ) $ ( 8,977 ) Impairment loss 451 — — 451 Net loss on sale of assets 37 — — 37 Transaction costs — — 83 83 Adjusted EBITDA $ ( 5 ) $ 1,022 $ ( 9,423 ) $ ( 8,406 ) Three Months Ended March 31, 2022 RNG REG Corporate Total Total revenue $ 32,665 $ 3,971 $ ( 4,467 ) $ 32,169 Net Income (loss) 12,940 ( 1,178 ) ( 12,877 ) ( 1,115 ) EBITDA 16,620 214 ( 13,022 ) 3,812 Adjusted EBITDA (1) 16,327 214 ( 9,493 ) 7,048 Total assets 147,981 56,818 82,183 286,982 Capital expenditures 1,012 1,361 5 2,378 (1) First 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 March 31, 2022: Three Months Ended March 31, 2022 RNG REG Corporate Total Net Income (loss) $ 12,940 $ ( 1,178 ) $ ( 12,877 ) $ ( 1,115 ) Depreciation, depletion and amortization 3,680 1,392 81 5,153 Interest expense — — 32 32 Income tax benefit — — ( 258 ) ( 258 ) EBITDA $ 16,620 $ 214 $ ( 13,022 ) $ 3,812 Impairment loss — — 51 51 Net gain on sale of assets ( 293 ) ( 293 ) Transaction costs — — 27 27 Non cash hedging charges — — 3,451 3,451 Adjusted EBITDA $ 16,327 $ 214 $ ( 9,493 ) $ 7,048 For the three months ended March 31, 2023 and 2022, four and five customers, respectively, made up greater than 10% of our total revenues. Three Months Ended March 31, 2023 RNG REG Corporate Total Customer A — 21.0 % — 21.0 % Customer B 19.8 % — — 19.8 % Customer C 17.3 % — — 17.3 % Customer D 10.5 % — — 10.5 % Three Months Ended March 31, 2022 RNG REG Corporate Total Customer A 24.3 % — — 24.3 % Customer B 16.1 % — — 16.1 % Customer C — 11.2 % — 11.2 % Customer D 10.6 % — — 10.6 % Customer E 10.3 % — — 10.3 % |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | 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 March 31, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 86 $ 64 Weighted average remaining lease term (in years) 5.92 1.05 Weighted average discount rate 5.00 % 5.00 % Future minimum operating lease payments are as follows: Year Ending Remainder of 2023 $ 344 2024 611 2025 624 2026 573 2027 583 Thereafter 3,307 Interest ( 1,319 ) Total $ 4,723 Supplemental information related to finance lease arrangements was as follows: Three months ended March 31, 2023 2022 Cash paid for amounts included in the measurement of financing lease liabilities $ 19 $ — Weighted average remaining lease term (in years) 1.14 — Weighted average discount rate 5.00 % — Future minimum finance lease payments are as follows: Year Ending Remainder of 2023 $ 57 2024 25 Interest ( 2 ) Total $ 80 |
Loss per Share
Loss per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Loss per Share | NOTE 19 – LOSS PER SHARE Basic and diluted loss per share was computed using the following common share data for the three months ended March 31, 2023 and March 31, 2022, respectively: Three months ended March 31, 2023 Three months ended March 31, 2022 Net loss $ ( 3,788 ) $ ( 1,115 ) Basic weighted-average shares outstanding 141,633,417 141,045,477 Dilutive effect of share-based awards — — Diluted weighted-average shares outstanding 141,633,417 141,045,477 Basic loss per share $ ( 0.03 ) $ ( 0.01 ) Diluted loss per share $ ( 0.03 ) $ ( 0.01 ) As a result of incurring a net loss for the three months ended March 31, 2023 and March 31, 2022, potential common shares of 616,496 and 600,467 were excluded from diluted loss per share because the effect would have been antidilutive. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 20 – SUBSEQUENT EVENTS The Company evaluated its March 31, 2023 condensed consolidated financial statements through the date the financial statements were issued. On April 19, 2023, the Company granted 2,100,000 stock options to certain executive officers. The exercise price of the options is $ 6.77 and they vest in one third increments beginning in 2026. The stock option awards expire one year after vesting. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023 (the “2022 Annual Report”). The results of operations for the three months March 31, 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, 2022, has been derived from the audited financial statements as of that date. For further information, refer to the Company’s audited financial statements and notes thereto included for the year ended December 31, 2022 in the 2022 Annual Report. |
Segment Reporting | Segment Reporting The Company reports segment information in three segments: RNG, Renewable Electricity Generation and Corporate. This is consistent with the internal reporting provided to the chief 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 description of the Company’s operating segments and other activities. The RNG segment represents the sale of gas sold at fixed-price contracts, counterparty share RNG volumes and applicable Environmental Attributes. This business unit represents the majority of the revenues generated by the Company. 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 Company’s consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements, in conformity with accounting 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. |
Asu 2016-13Transition | Recently Adopted Accounting Standards In June 2016, the FASB issued 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”). Application of ASC 326 was effective for SEC Issuers (excluding smaller reporting companies) for fiscal years beginning after December 15, 2019. Adoption for smaller reporting companies, emerging growth companies and nonpublic entities was deferred due to the COVID-19 pandemic and was required for fiscal years beginning after December 15, 2022. The ASU did not have a material impact on the Company’s consolidated financial statements or related financial statement disclosures. |
Accounting standards update 2020-04 | 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 FASB included a sunset provision within Topic 848 based on expectations of when the LIBOR 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. |
Revenues from Contracts with _2
Revenues from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Company's Revenue by Major Source | Three months ended March 31, 2023 Goods transferred at a point in time Goods transferred over time Total Major goods/Service line: Natural gas commodity $ 204 $ 7,877 $ 8,081 Natural gas environmental attributes 6,644 — 6,644 Electric commodity — 2,621 2,621 Electric environmental attributes 1,808 — 1,808 $ 8,656 $ 10,498 $ 19,154 Operating segment: RNG $ 6,848 $ 7,877 $ 14,725 REG 1,808 2,621 4,429 $ 8,656 $ 10,498 $ 19,154 Three months ended March 31, 2022 Goods transferred at a point in time Goods transferred over time Total Major goods/Service line: Natural gas commodity $ 405 $ 9,488 $ 9,893 Natural gas environmental attributes 22,710 — 22,710 Electric commodity — 2,385 2,385 Electric environmental attributes 1,649 — 1,649 $ 24,764 $ 11,873 $ 36,637 Operating segment: RNG $ 23,115 $ 9,488 $ 32,603 REG 1,649 2,385 4,034 $ 24,764 $ 11,873 $ 36,637 |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables, Net, Current [Abstract] | |
Schedule of Accounts and Other Receivables | Accounts and other receivables consist of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Accounts receivables $ 6,214 $ 7,148 Other receivables 73 57 Reimbursable expenses 18 17 Accounts and other receivables, net $ 6,305 $ 7,222 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property Plant and Equipment | Property, plant and equipment consists of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Land $ 595 $ 595 Buildings and improvements 29,224 29,268 Machinery and equipment 247,216 247,631 Gas mineral rights 35,526 34,526 Construction work in progress 32,362 20,745 Total $ 344,923 $ 332,765 Less: Accumulated depreciation and amortization ( 161,123 ) ( 156,819 ) Property, plant & equipment, net $ 183,800 $ 175,946 |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | March 31, 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 $ 3,292 and $ 3,107 $ 11,501 $ 11,686 Customer contracts, net of accumulated amortization of $ 17,080 and $ 17,022 3,622 3,680 Total intangible assets with finite lives: $ 15,123 $ 15,366 Total Goodwill and Intangible assets $ 15,512 $ 15,755 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Summary of Activity Associated with Asset Retirement Obligations | The following table summarizes the activity associated with asset retirement obligations of the Company as of March 31, 2023 and December 31, 2022: Three months ended March 31, 2023 Year ended December 31, 2022 Asset retirement obligations—beginning of period $ 5,493 $ 5,301 Accretion expense 100 296 Decommissioning — ( 104 ) Asset retirement obligations—end of period $ 5,593 $ 5,493 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instrument Detail [Abstract] | |
Summary of Realized and Unrealized Gains and Losses of Derivative Instrument | As a result of the economic hedging strategies employed, the Company had the following realized and unrealized gains and losses in the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022: Derivative Instrument Location Three months ended March 31, 2023 Three months ended March 31, 2022 Commodity contracts: Realized natural gas Operating revenue $ — $ ( 1,016 ) Unrealized natural gas Operating revenue — ( 3,451 ) Interest rate swaps Interest expense ( 396 ) 1,036 Net loss $ ( 396 ) $ ( 3,431 ) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | March 31, 2023 Level 1 Level 2 Level 3 Total Interest rate swap derivative asset $ — $ 1,419 $ 1,419 Asset retirement obligations — — ( 5,593 ) ( 5,593 ) Pico earn-out liability — — ( 4,057 ) ( 4,057 ) $ — $ 1,419 $ ( 9,650 ) $ ( 8,231 ) 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 ) |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | The Company’s accrued liabilities consists of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Accrued expenses $ 5,241 $ 3,221 Payroll and related benefits 1,640 1,561 Royalty 2,220 7,836 Utility 1,401 1,605 Other 852 867 Accrued liabilities $ 11,354 $ 15,090 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Company Debt | The Company’s debt consists of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Term loans $ 70,000 $ 72,000 Less: current principal maturities ( 8,000 ) ( 8,000 ) Less: debt issuance costs (on long-term debt) ( 467 ) ( 495 ) Long-term debt $ 61,533 $ 63,505 Current portion of long-term debt 7,876 7,870 $ 69,409 $ 71,375 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Three Months Ended March 31, 2023 March 31, 2022 Benefit for income taxes $ ( 12,060 ) $ ( 258 ) Effective tax rate 76 % 19 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Fair Value of MRI EICP Options and Valuation Assumptions | Grant Date Risk-free interest rate 0.5 % Expected volatility 32.0 % Expected option life (in years) 5.5 Grant-date fair value $ 3.44 |
Summary of Outstanding Activity of Options,Restricted Stock and Restricted Stock Units under MRI EICP | The following table summarizes the restricted shares, restricted stock units and options outstanding under the MRI EICP as of March 31, 2023 and March 31, 2022, respectively: Restricted Shares Restricted Stock Units Options Number of Weighted Number of Weighted Number of Weighted 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 — — — — — — Vested — — — — — — Forfeited — — ( 80,000 ) 10.23 — — Exercised — — — — — — End of period - March 31, 2023 2,028,301 $ 11.80 200,000 $ 10.09 — $ — Restricted Shares Restricted Stock Units Options Number of Weighted Number of Weighted Number of Weighted 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 — — — — — — Vested ( 23,705 ) 11.38 ( 27,984 ) 11.38 ( 950,214 ) 11.38 Forfeited — — — — — — Exercised — — — — — — End of period - March 31, 2022 2,545,908 $ 10.07 350,000 $ 10.13 — $ — |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of Reconciliation of the Company's Reportable Segments' Net Income from Continuing Operations | 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 March 31, 2023 RNG REG Corporate Total Total revenue $ 14,785 $ 4,369 $ - $ 19,154 Net (loss) income ( 4,340 ) ( 265 ) 817 ( 3,788 ) EBITDA ( 493 ) 1,022 ( 9,506 ) ( 8,977 ) Adjusted EBITDA (1) ( 5 ) 1,022 ( 9,423 ) ( 8,406 ) Total assets 156,750 54,846 112,741 324,337 Capital expenditures 10,241 3,031 6 13,278 (1) First quarter of 2023 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, 2023: Three Months Ended March 31, 2023 RNG REG Corporate Total Net (loss) income $ ( 4,340 ) $ ( 265 ) $ 817 $ ( 3,788 ) Depreciation, depletion and amortization 3,847 1,287 62 5,196 Interest expense — — 1,675 1,675 Income tax benefit — — ( 12,060 ) ( 12,060 ) EBITDA $ ( 493 ) $ 1,022 $ ( 9,506 ) $ ( 8,977 ) Impairment loss 451 — — 451 Net loss on sale of assets 37 — — 37 Transaction costs — — 83 83 Adjusted EBITDA $ ( 5 ) $ 1,022 $ ( 9,423 ) $ ( 8,406 ) Three Months Ended March 31, 2022 RNG REG Corporate Total Total revenue $ 32,665 $ 3,971 $ ( 4,467 ) $ 32,169 Net Income (loss) 12,940 ( 1,178 ) ( 12,877 ) ( 1,115 ) EBITDA 16,620 214 ( 13,022 ) 3,812 Adjusted EBITDA (1) 16,327 214 ( 9,493 ) 7,048 Total assets 147,981 56,818 82,183 286,982 Capital expenditures 1,012 1,361 5 2,378 (1) First 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 March 31, 2022: Three Months Ended March 31, 2022 RNG REG Corporate Total Net Income (loss) $ 12,940 $ ( 1,178 ) $ ( 12,877 ) $ ( 1,115 ) Depreciation, depletion and amortization 3,680 1,392 81 5,153 Interest expense — — 32 32 Income tax benefit — — ( 258 ) ( 258 ) EBITDA $ 16,620 $ 214 $ ( 13,022 ) $ 3,812 Impairment loss — — 51 51 Net gain on sale of assets ( 293 ) ( 293 ) Transaction costs — — 27 27 Non cash hedging charges — — 3,451 3,451 Adjusted EBITDA $ 16,327 $ 214 $ ( 9,493 ) $ 7,048 |
Summary of Revenue by Major Customers | For the three months ended March 31, 2023 and 2022, four and five customers, respectively, made up greater than 10% of our total revenues. Three Months Ended March 31, 2023 RNG REG Corporate Total Customer A — 21.0 % — 21.0 % Customer B 19.8 % — — 19.8 % Customer C 17.3 % — — 17.3 % Customer D 10.5 % — — 10.5 % Three Months Ended March 31, 2022 RNG REG Corporate Total Customer A 24.3 % — — 24.3 % Customer B 16.1 % — — 16.1 % Customer C — 11.2 % — 11.2 % Customer D 10.6 % — — 10.6 % Customer E 10.3 % — — 10.3 % |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Operating Lease, Lease Income [Table Text Block] | Supplemental information related to operating lease arrangements was as follows: Three months ended March 31, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 86 $ 64 Weighted average remaining lease term (in years) 5.92 1.05 Weighted average discount rate 5.00 % 5.00 % |
Summary of Future Minimum Operating Lease Payments | Future minimum operating lease payments are as follows: Year Ending Remainder of 2023 $ 344 2024 611 2025 624 2026 573 2027 583 Thereafter 3,307 Interest ( 1,319 ) Total $ 4,723 |
Summary of Supplemental information Related To Finance Leases | Supplemental information related to finance lease arrangements was as follows: Three months ended March 31, 2023 2022 Cash paid for amounts included in the measurement of financing lease liabilities $ 19 $ — Weighted average remaining lease term (in years) 1.14 — Weighted average discount rate 5.00 % — |
Summary of Future Minimum Finance Lease Payments | Future minimum finance lease payments are as follows: Year Ending Remainder of 2023 $ 57 2024 25 Interest ( 2 ) Total $ 80 |
Loss per Share (Tables)
Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | Three months ended March 31, 2023 Three months ended March 31, 2022 Net loss $ ( 3,788 ) $ ( 1,115 ) Basic weighted-average shares outstanding 141,633,417 141,045,477 Dilutive effect of share-based awards — — Diluted weighted-average shares outstanding 141,633,417 141,045,477 Basic loss per share $ ( 0.03 ) $ ( 0.01 ) Diluted loss per share $ ( 0.03 ) $ ( 0.01 ) |
Description of Business - Addit
Description of Business - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2023 | |
Number of years of experience | 30 years |
Number of current operations | 15 |
Percent of greenhouse gas reduction requirement | 60% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2023 ReportableSegments | |
Accounting Policies [Abstract] | |
Number of reportable segments | 3 |
Asset Impairment - Additional I
Asset Impairment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Impairment loss | $ 451 | $ 51 |
Revenues from Contracts with _3
Revenues from Contracts with Customers - Summary of Company's Revenue by Major Source (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | $ 19,154 | $ 36,637 |
RNG [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 14,725 | 32,603 |
REG [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 4,429 | 4,034 |
Natural Gas Commodity [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 8,081 | 9,893 |
Natural Gas Environmental Attributes [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 6,644 | 22,710 |
Electric Commodity [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 2,621 | 2,385 |
Electric Environmental Attributes [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 1,808 | 1,649 |
Goods transferred at a point in time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 8,656 | 24,764 |
Goods transferred at a point in time [Member] | RNG [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 6,848 | 23,115 |
Goods transferred at a point in time [Member] | REG [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 1,808 | 1,649 |
Goods transferred at a point in time [Member] | Natural Gas Commodity [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 204 | 405 |
Goods transferred at a point in time [Member] | Natural Gas Environmental Attributes [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 6,644 | 22,710 |
Goods transferred at a point in time [Member] | Electric Environmental Attributes [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 1,808 | 1,649 |
Goods transferred over time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 10,498 | 11,873 |
Goods transferred over time [Member] | RNG [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 7,877 | 9,488 |
Goods transferred over time [Member] | REG [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 2,621 | 2,385 |
Goods transferred over time [Member] | Natural Gas Commodity [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 7,877 | 9,488 |
Goods transferred over time [Member] | Electric Commodity [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | $ 2,621 | $ 2,385 |
Accounts and Other Receivable_2
Accounts and Other Receivables - Schedule of Accounts and Other Receivables (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables, Net, Current [Abstract] | ||
Accounts receivables | $ 6,214 | $ 7,148 |
Other receivables | 73 | 57 |
Reimbursable expenses | 18 | 17 |
Accounts and other receivables, net | $ 6,305 | $ 7,222 |
Accounts and Other Receivable_3
Accounts and Other Receivables - Additional Information (Detail) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Receivables, Net, Current [Abstract] | ||
Reserve expense receivables current | $ 0 | $ 0 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Summary of Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 344,923 | $ 332,765 |
Less: Accumulated depreciation and amortization | (161,123) | (156,819) |
Property, Plant & Equipment, Net | 183,800 | 175,946 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 595 | 595 |
Buildings and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 29,224 | 29,268 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 247,216 | 247,631 |
Gas mineral rights [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 35,526 | 34,526 |
Construction work in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 32,362 | $ 20,745 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 4,807 | $ 4,810 |
Gas mineral rights [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Adjustment for amortization | $ 128 | $ 128 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets, Net - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule Of Intangible Assets And Goodwill [Line Items] | ||
Goodwill | $ 60 | $ 60 |
Indefinite-lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Intangible assets with indefinite lives | 329 | 329 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets with finite lives | 15,123 | 15,366 |
Total Goodwill and Intangible Assets | 15,512 | 15,755 |
Interconnection [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets with finite lives | 11,501 | 11,686 |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets with finite lives | 3,622 | 3,680 |
Land Use Rights [Member] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Intangible assets with indefinite lives | $ 329 | $ 329 |
Goodwill And Intangible Asset_4
Goodwill And Intangible Assets, Net - Schedule of Intangible Assets (Parenthetical) (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Interconnection [Member] | ||
Schedule Of Intangible Assets And Goodwill [Line Items] | ||
Finite lived intangible assets accumulated amortization | $ 3,292 | $ 3,107 |
Customer Contracts [Member] | ||
Schedule Of Intangible Assets And Goodwill [Line Items] | ||
Finite lived intangible assets accumulated amortization | $ 17,080 | $ 17,022 |
Goodwill And Intangible Asset_5
Goodwill And Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 243 | $ 215 |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible asset useful life | 16 years | |
Interconnection [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible asset useful life | 16 years |
Asset Retirement Obligations -
Asset Retirement Obligations - Summary of Activity Associated with Asset Retirement Obligations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |||
Asset retirement obligations - beginning of period | $ 5,493 | $ 5,301 | $ 5,301 |
Accretion of asset retirement obligations | 100 | $ 98 | 296 |
Decommissioning | 0 | (104) | |
Asset retirement obligations - end of period | $ 5,593 | $ 5,493 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Realized and Unrealized Gains and Losses of Derivative Instrument (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative [Line Items] | ||
Net loss | $ (396) | $ (3,431) |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Net Income (loss) | Net Income (loss) |
Commodity contract [Member] | Realized natural gas [Member] | ||
Derivative [Line Items] | ||
Net loss | $ 0 | $ (1,016) |
Commodity contract [Member] | Unrealized natural gas [Member] | ||
Derivative [Line Items] | ||
Net loss | 0 | (3,451) |
Interest rate swap [Member] | ||
Derivative [Line Items] | ||
Net loss | $ (396) | $ 1,036 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Asset retirement obligations | $ (5,593) | $ (5,493) | $ (5,301) |
Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swap derivative asset | 1,419 | 1,815 | |
Asset retirement obligations | (5,593) | (5,493) | |
Pico earn-out liability | (4,057) | (3,843) | |
Fair Value, Net Asset (Liability) | (8,231) | (7,521) | |
Fair Value, Recurring [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swap derivative asset | 0 | 0 | |
Asset retirement obligations | 0 | 0 | |
Pico earn-out liability | 0 | 0 | |
Fair Value, Net Asset (Liability) | 0 | 0 | |
Fair Value, Recurring [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swap derivative asset | 1,419 | 1,815 | |
Asset retirement obligations | 0 | 0 | |
Pico earn-out liability | 0 | 0 | |
Fair Value, Net Asset (Liability) | 1,419 | 1,815 | |
Fair Value, Recurring [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swap derivative asset | 0 | ||
Asset retirement obligations | (5,593) | (5,493) | |
Pico earn-out liability | (4,057) | (3,843) | |
Fair Value, Net Asset (Liability) | $ (9,650) | $ (9,336) |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 5,241 | $ 3,221 |
Payroll and related benefits | 1,640 | 1,561 |
Royalty | 2,220 | 7,836 |
Utility | 1,401 | 1,605 |
Other | 852 | 867 |
Accrued liabilities | $ 11,354 | $ 15,090 |
Debt - Summary of Company Debt
Debt - Summary of Company Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Term loans | $ 70,000 | $ 72,000 |
Less: current principal maturities | (8,000) | (8,000) |
Less: debt issuance costs (on long-term debt) | (467) | (495) |
Long-term debt | 61,533 | 63,505 |
Current portion of long-term debt | 7,876 | 7,870 |
Debt, Long-term and Short-term, Combined Amount | 69,409 | $ 71,375 |
Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 70,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Dec. 21, 2021 | Sep. 12, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Extinguishment of Debt [Line Items] | |||||
Debt interest rate | 6.64% | 4.12% | |||
Debt Issuance Costs, Net | $ 326 | ||||
Debt Issuance Costs, capitalized | 1,701 | ||||
Amortized debt issuance expense | 93 | $ 108 | |||
Long-term debt | 61,533 | $ 63,505 | |||
Payment of debt modification charges | 2,027 | ||||
Term Loans [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Long-term debt | 70,000 | ||||
Revolving Credit Facility [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Line of Credit Facility, Current Borrowing Capacity | 115,523 | ||||
Letter of Credit [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Line of Credit Facility, Maximum Amount Outstanding During Period | $ 4,477 | ||||
MEH [Member] | Second Amendment [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Line of Credit | $ 80,000 | ||||
Repayment of long term debt | 38,250 | ||||
MEH [Member] | Fourth Amendment [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Repayments of Lines of Credit | $ 120,000 | ||||
Long-term debt | 80,000 | ||||
MEH [Member] | Term Loans [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Debt Instrument, Periodic Payment, Principal | $ 2,500 | ||||
MEH [Member] | Term Loans [Member] | Through Two Thousand And Twenty Four [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Debt Instrument, Periodic Payment, Principal | 2,000 | ||||
MEH [Member] | Term Loans [Member] | From Two Thousand And Twenty Five And Upto Two Thousand And Twetny Six [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Debt Instrument, Periodic Payment, Principal | 3,000 | ||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 32,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Benefit for income taxes | $ (12,060) | $ (258) |
Effective tax rate | 76% | 19% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 76% | 19% |
Effective tax rate, U.S. federal statutory rate | 21% | 21% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Fair Value of MRI EICP Options and Valuation Assumptions (Detail) - MRI EICP [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.50% |
Expected volatility | 32% |
Expected option life | 5 years 6 months |
Grant-date fair value | $ 3.44 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Outstanding Activity of Options,Restricted Stock and Restricted Stock Units under MRI EICP (Detail) - MRI EICP [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Beginning of period | 2,028,301 | 2,569,613 |
Number of Shares, Granted | 0 | 0 |
Number of Shares, Vested | 0 | (23,705) |
Number of Shares, Forfeited | 0 | 0 |
Number of Shares, End of period | 2,028,301 | 2,545,908 |
Weighted Average Grant Date Fair Value, Beginning of period | $ 11.80 | $ 10.08 |
Weighted Average Grant Date Fair Value, Granted | 0 | 0 |
Weighted Average Grant Date Fair Value, Vested | 0 | 11.38 |
Weighted Average Grant Date Fair Value, Forfeited | 0 | 0 |
Weighted Average Grant Date Fair Value, End of period | $ 11.80 | $ 10.07 |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Beginning of period | 280,000 | 377,984 |
Number of Shares, Granted | 0 | 0 |
Number of Shares, Vested | 0 | (27,984) |
Number of Shares, Forfeited | (80,000) | 0 |
Number of Shares, End of period | 200,000 | 350,000 |
Weighted Average Grant Date Fair Value, Beginning of period | $ 10.13 | $ 10.23 |
Weighted Average Grant Date Fair Value, Granted | 0 | 0 |
Weighted Average Grant Date Fair Value, Vested | 0 | 11.38 |
Weighted Average Grant Date Fair Value, Forfeited | 10.23 | 0 |
Weighted Average Grant Date Fair Value, End of period | $ 10.09 | $ 10.13 |
Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Beginning of period | 0 | 950,214 |
Number of Shares, Granted | 0 | 0 |
Number of Shares, Vested | 0 | (950,214) |
Number of Shares, Forfeited | 0 | 0 |
Number of Shares, Exercised | $ 0 | $ 0 |
Number of Shares, End of period | 0 | 0 |
Weighted Average Grant Date Fair Value, Beginning of period | $ 0 | $ 11.38 |
Weighted Average Grant Date Fair Value, Granted | 0 | |
Weighted Average Grant Date Fair Value, Vested | 0 | 11.38 |
Weighted Average Grant Date Fair Value, Forfeited | 0 | 0 |
Weighted Average Exercise Price, Exercised | 0 | 0 |
Weighted Average Grant Date Fair Value, End of period | $ 0 | $ 0 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
May 31, 2022 USD ($) | Jan. 31, 2021 $ / shares shares | Mar. 31, 2023 USD ($) Employees shares | Mar. 31, 2022 USD ($) | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 1,770 | $ 2,334 | ||
MRI EICP [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Common stock shares withheld | shares | 950,214 | 950,214 | ||
Exercise price of common stock | $ / shares | $ 11.38 | |||
Stock-based compensation | $ 15,332 | |||
Unrecognised compensation expense recognised, Period | 4 years | |||
Restricted Stock [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Maximum Number of Shares Per Employee | shares | 1,250,000 | |||
Number of employees | Employees | 2 | |||
Time Based Restricted Stock Awards [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 1,227 | |||
Share-Based compensation arrangement by share-Based payment award, equity instruments other than options, revalued amount | $ 15,500 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, employer matching contribution, percent of match | 50% | |
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 4% | |
Defined contribution plan, cost | $ 143 | $ 167 |
Safe Harbor Contribution [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, maximum annual contributions per employee, percent | 3% | |
Defined contribution plan, employer matching contribution, vesting period | 4 years |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Jan. 26, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Notes receivable from related parties current | $ 8,940 | $ 7,140 | |||
Debt conversion, converted instrument, shares issued | 800,000 | ||||
MNK [Member] | Loans Advanced To Related Parties [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payment towards advances to related parties | $ 5,000 | ||||
MNK And Hosken Consolidated Investments Limited [Member] | |||||
Related Party Transaction [Line Items] | |||||
Reimbursments received from related party | $ 59 | $ 3 | |||
Due to related party | $ 41 | $ 26 |
Segment Information - Summary o
Segment Information - Summary of Reconciliation of the Company's Reportable Segments' Net Income from Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total revenue | $ 19,154 | $ 32,169 | |||
Net Income (loss) | (3,788) | (1,115) | |||
EBITDA | (8,977) | 3,812 | |||
Adjusted EBITDA | (8,406) | [1] | 7,048 | [2] | |
Total assets | 324,337 | 286,982 | $ 332,316 | ||
Capital expenditures | 13,278 | 2,378 | |||
Depreciation and amortization | 5,196 | 5,153 | |||
Interest expense | 1,675 | 32 | |||
Income tax benefit | (12,060) | (258) | |||
Impairment loss | 451 | 51 | |||
Net loss (gain) on sale of assets | 37 | (293) | |||
Transaction costs | 83 | 27 | |||
Non cash hedging charges | 3,451 | ||||
RNG [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total revenue | 14,785 | 32,665 | |||
Net Income (loss) | (4,340) | 12,940 | |||
EBITDA | (493) | 16,620 | |||
Adjusted EBITDA | (5) | [1] | 16,327 | [2] | |
Total assets | 156,750 | 147,981 | |||
Capital expenditures | 10,241 | 1,012 | |||
Depreciation and amortization | 3,847 | 3,680 | |||
Impairment loss | 451 | ||||
Net loss (gain) on sale of assets | 37 | (293) | |||
REG [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total revenue | 4,369 | 3,971 | |||
Net Income (loss) | (265) | (1,178) | |||
EBITDA | 1,022 | 214 | |||
Adjusted EBITDA | 1,022 | [1] | 214 | [2] | |
Total assets | 54,846 | 56,818 | |||
Capital expenditures | 3,031 | 1,361 | |||
Depreciation and amortization | 1,287 | 1,392 | |||
Corporate [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total revenue | 0 | (4,467) | |||
Net Income (loss) | 817 | (12,877) | |||
EBITDA | (9,506) | (13,022) | |||
Adjusted EBITDA | (9,423) | [1] | (9,493) | [2] | |
Total assets | 112,741 | 82,183 | |||
Capital expenditures | 6 | 5 | |||
Depreciation and amortization | 62 | 81 | |||
Interest expense | 1,675 | 32 | |||
Income tax benefit | (12,060) | (258) | |||
Impairment loss | 51 | ||||
Transaction costs | $ 83 | 27 | |||
Non cash hedging charges | $ 3,451 | ||||
[1] First quarter of 2023 EBITDA Reconciliation First quarter of 2022 EBITDA Reconciliation |
Segment Information - Summary_2
Segment Information - Summary of Revenue by Major Customers (Detail) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 21% | 24.30% |
Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 19.80% | 16.10% |
Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 17.30% | 11.20% |
Customer D [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 10.50% | 10.60% |
Customer E [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 10.30% | |
RNG [Member] | Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 24.30% | |
RNG [Member] | Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 19.80% | 16.10% |
RNG [Member] | Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 17.30% | |
RNG [Member] | Customer D [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 10.50% | 10.60% |
RNG [Member] | Customer E [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 10.30% | |
REG [Member] | Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 21% | |
REG [Member] | Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 11.20% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Information Related To Operating Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 86 | $ 64 |
Weighted average remaining lease term (in years) | 5 years 11 months 1 day | 1 year 18 days |
Weighted average discount rate | 5% | 5% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Operating Lease Payments (Detail) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2023 | $ 344 |
2024 | 611 |
2025 | 624 |
2026 | 573 |
2027 | 583 |
Therafter | 3,307 |
Interest | (1,319) |
Total | $ 4,723 |
Leases - Summary of Supplemen_2
Leases - Summary of Supplemental Information Related To Finance Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Finance Lease Payments | $ 19 | $ 0 |
Weighted average remaining lease term (in years) | 1 year 1 month 20 days | |
Weighted average discount rate | 5% | 0% |
Leases - Summary of Future Mi_2
Leases - Summary of Future Minimum Finance Lease Payments (Detail) $ in Thousands | Mar. 31, 2023 USD ($) |
Finance Lease, Liability, Payment, Due [Abstract] | |
Remainder of 2023 | $ 57 |
2024 | 25 |
Interest | (2) |
Total | $ 80 |
Loss per Share - Schedule of Ba
Loss per Share - Schedule of Basic and Diluted Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (3,788) | $ (1,115) |
Basic weighted-average shares outstanding | 141,633,417 | 141,045,477 |
Dilutive effect of share-based awards | 0 | 0 |
Diluted weighted-average shares outstanding | 141,633,417 | 141,045,477 |
Basic loss per share | $ (0.03) | $ (0.01) |
Diluted loss per share | $ (0.03) | $ (0.01) |
Loss per Share - Additional Inf
Loss per Share - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Antidilutive excluded from diluted net loss per share | 616,496 | 600,467 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event | Apr. 19, 2023 $ / shares shares |
Subsequent Event [Line Items] | |
Stock options granted | shares | 2,100,000 |
Exercise price of options | $ / shares | $ 6.77 |