Form 8-K - Current report

MONTAUK RENEWABLES, INC.

Dated: August 12, 2024

/s/ Kevin A. Van Asdalan

Kevin A. Van Asdalan

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 12, 2024

Montauk Renewables, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-39919

85-3189583

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5313 Campbells Run Road, Suite 200

Pittsburgh, PA 15205

(Address of principal executive offices) (ZIP Code)

Telephone: (412) 747-8700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since Last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

MNTK

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On August 12, 2024, Montauk Renewables, Inc. filed a headline earnings per share (“HEPS”) report with the Johannesburg Stock Exchange (“JSE”), a self-regulatory organization in South Africa, that includes certain historical financial information for the fiscal second quarter 2024. The HEPS report was prepared for the purpose of complying with the reporting requirements of the JSE. A copy of the HEPS report is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, unless such subsequent filing specifically references this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

99.1		HEPS report, as filed with the JSE, for the fiscal second quarter 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

Exhibit 99.1

MONTAUK RENEWABLES, INC.

Incorporated in the United States of America

Company number: 85-3189583

NASDAQ share code: MNTK

JSE share code: MKR

ISIN: US61218C1036

(“Montauk Renewables” or the “Company”)

UNAUDITED CONSOLIDATED RESULTS

For the six months ended 30 June 2024

Dollar amounts presented herein are in United States Dollars


				Six months ended 30 June		Six months ended 30 June			Percentage
SALIENT FEATURES				2024		2023			change
Revenue	($	‘000	)		82 125		72 409			13	%
EBITDA	($	‘000	)		15 603		9 921			57	%
Headline earnings (loss)	($	‘000	)		1 601		(2 056	)		178	%
Earnings (loss) per share		($	)		0.01		(0.02	)		150	%
Headline earnings (loss) per common share		($	)		0.01		(0.01	)		200	%
Net asset value per common share		($	)		1.80		1.61			12	%

DECLARATION OF CASH DIVIDEND

The directors have resolved not to declare a final dividend to focus financial resources on the continued development of the Company’s operations portfolio.

USE OF NON-GAAP MEASURES

This report was prepared for the purpose of complying with the reporting requirements of the Johannesburg Stock Exchange and includes certain non-GAAP measures, such as headline earnings and headline earnings per common share, and related reconciliations.

Reconciliation of headline earnings (loss)


	2024 Six months ended 30 June				2023 Six months ended 30 June
	Gross $‘000		Net $‘000		Gross $‘000		Net $‘000
Net income (loss) attributable to common shareholders				1 138				(2 785	)
Adjustments
Loss on disposal of plant and equipment		71		43		37		35
Impairment of plant and equipment		699		420		726		694
Headline earnings (loss)				1 601				(2 056	)
Basic and headline earnings (loss) per common share (US Dollars)
Earnings (loss)				0.01				(0.02	)
Headline earnings (loss)				0.01				(0.01	)
Weighted-average common shares outstanding (‘000)(1)				142 028				141 633
Diluted earnings (loss) per common share (US Dollars)
Earnings (loss)				0.01				(0.02	)
Headline earnings (loss)				0.01				(0.01	)
Weighted-average common shares outstanding for diluted (‘000)				142 252				141 633

(1)	The common share outstanding as of June 30, 2024 is as reported in the quarterly report on Form 10-Q for the fiscal second quarter 2024, filed with the Securities and Exchange Commission on August 8, 2024.

DIRECTORS’ STATEMENT

This short-form announcement is the responsibility of the Company’s Board of Directors and is a summary of the information in the detailed financial results announcement.

The financial information is only a summary and does not contain full details of the financial results. Any investment decisions by investors and/or shareholders should be based on information contained in the full announcement, accessible from 12 August 2024, via the JSE link (https://senspdf.jse.co.za/documents/2024/jse/isse/MKRE/MKRQ2.pdf) or on the SEC’s website at

https://www.sec.gov/ix?doc=/Archives/edgar/data/1826600/000095017024094128/mntk-20240630.htm. The full announcement is also available at the Company’s registered office and may be requested at info@montaukenergy.com free of charge to investors and/or shareholders, during office hours (09:00—17:00) from Mondays to Fridays.

12 August 2024

Directors: JA Copelyn (Chairman)*###, SF McClain (Chief Executive Officer)#,

MH Ahmed*###, TG Govender*###, J Cunningham*#, Y Shaik* ###

*	Non-executive; #United States of America; ### Republic of South Africa

Company secretary: J Ciroli

Registered office: 5313 Campbells Run Road, Suite 200, Pittsburgh, PA 15205

Website: https://ir.montaukrenewables.com/

Sponsor:

Investec Bank Limited

Document and Entity Information	Aug. 12, 2024
Cover [Abstract]
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0001826600
Document Type	8-K
Document Period End Date	Aug. 12, 2024
Entity Registrant Name	Montauk Renewables, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	1-39919
Entity Tax Identification Number	85-3189583
Entity Address, Address Line One	5313 Campbells Run Road
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15205
City Area Code	(412)
Local Phone Number	747-8700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	MNTK
Entity Emerging Growth Company	true
Entity Ex Transition Period	false