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): April 1, 2021
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.) |
680 Andersen Drive, 5th Floor
Pittsburgh, PA 15220
(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 |
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 April 1, 2021, 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 year ended December 31, 2020. 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 year ended December 31, 2020 | |
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.
| MONTAUK RENEWABLES, INC. | ||||||||
| Dated: April 1, 2021 | By: | /s/ Kevin A. Van Asdalan | ||||||
| Name: | Kevin A. Van Asdalan | |||||||
| Title: | Chief Financial Officer | |||||||
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”)
AUDITED CONSOLIDATED RESULTS
For the year ended 31 December 2020
The historical consolidated financial data disclosed below reflects the historical results of operations and financial position of Montauk Holdings USA, LLC. The consolidated financial statements of Montauk Holdings USA, LLC, our predecessor for accounting purposes, became our historical financial statements following the IPO which took place on 26 January 2021.
SALIENT FEATURES
| 2020 | 2019 | Percentage change |
||||||||||||||
| Revenue |
($’000 | ) | 100 383 | 105 714 | (5 | %) | ||||||||||
| EBITDA |
($’000 | ) | 25 063 | 30 802 | (19 | %) | ||||||||||
| Headline profit |
($’000 | ) | 3 823 | 7 647 | (50 | %) | ||||||||||
| Earnings per share |
(US cents | ) | 3.27 | 4.14 | (21 | %) | ||||||||||
| Headline earnings per common share |
(US cents | ) | 2.72 | 5.44 | (50 | %) | ||||||||||
| Net asset value per common share |
(US cents | ) | 113 | 110 | 3 | % | ||||||||||
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
US securities laws require that when we publish any non-GAAP measures, we disclose the reason for using these non-GAAP measures and provide reconciliations to the directly comparable GAAP measures in our full announcement. The presentation of headline earnings and headline earnings per common share are non-GAAP measures.
Reconciliation of headline earnings
| 2020 | 2019 | |||||||||||||||
| Gross $‘000 |
Net $‘000 |
Gross $‘000 |
Net $‘000 |
|||||||||||||
| Net income attributable to common shareholders |
4 603 | 5 820 | ||||||||||||||
| Adjustments |
||||||||||||||||
| Gains on disposal of plant and equipment |
(1 339 | ) | (1 058 | ) | (40 | ) | (32 | ) | ||||||||
| Impairment of plant and equipment |
— | — | 2 443 | 1 953 | ||||||||||||
| Impairment of intangible assets |
278 | 278 | — | — | ||||||||||||
| Gain on disposal of joint venture |
— | — | (94 | ) | (94 | ) | ||||||||||
| Headline earnings |
3 823 | 7 647 | ||||||||||||||
| Basic earnings per common share (US cents) |
||||||||||||||||
| Earnings |
3.27 | 4.14 | ||||||||||||||
| Headline earnings |
2.72 | 5.44 | ||||||||||||||
| Pro forma weighted average common shares |
||||||||||||||||
| outstanding (‘000) (1) |
140 663 | 140 663 | ||||||||||||||
| Diluted earnings per common share (US cents) |
||||||||||||||||
| Earnings |
3.26 | 4.13 | ||||||||||||||
| Headline earnings |
2.71 | 5.42 | ||||||||||||||
| Pro forma weighted average common shares |
||||||||||||||||
| outstanding for diluted earnings (‘000) (1) |
141 058 | 141 058 | ||||||||||||||
(1) On 26 January 2021 the Company closed its IPO. The pro forma adjustments give effect to per share data as if the IPO and associated transactions had occurred at the years ended 31 December 2020 and 2019 using the share amounts at the time of the IPO.
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 31 March 2021, via the JSE link (https://senspdf.jse.co.za/documents/2021/jse/isse/MKR/YE20.pdf) or on the SEC’s website at https://www.sec.gov/Archives/edgar/data/1826600/000119312521102560/0001193125-21-102560-index.htm. The full announcement is also available at the Company’s registered office, the offices of the sponsor 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.
31 March 2021
Directors: JA Copelyn (Chairman)*###, SF McClain (Chief Executive Officer)#,
MH Ahmed*, TG Govender*###, MA Jacobson*##, BS Raynor*#
*Non-executive; #United States of America; ##Australia; ### Republic of South Africa
Company secretary: J Ciroli
Registered office: 680 Andersen Drive, 5th Floor, Pittsburgh, PA 15220
Website: https://ir.montaukrenewables.com/
Sponsor:
Investec Bank Limited