8-K
NASDAQ false 0001826600 0001826600 2021-08-17 2021-08-17

 

 

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 17, 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 August 17, 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 second quarter 2021. 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
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.

 

    MONTAUK RENEWABLES, INC.
Dated: August 17, 2021     By:  

/s/ Kevin A. Van Asdalan

      Name:  Kevin A. Van Asdalan
      Title:    Chief Financial Officer
EX-99.1

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 RESULTS FOR THE SIX MONTHS ENDED 30 June 2021

Dollar amounts presented herein are in United States Dollars

SALIENT FEATURES

 

           

Six months

Ended

30 June

2021

    

Six months

ended

30 June

2020

    

Percentage

change

 

Revenue

     ($‘000      63 121        46 312        36

EBITDA

     ($‘000      (1 388      11 396        (112 %) 

Headline (loss)/profit

     ($‘000      (18 483      

(Loss)/earnings per share

     (S      (0.13      

Headline (loss)/earnings per common share

     (S      (0.13      

Net asset value per common share

     (S      1.15        

DECLARATION OF CASH DIVIDEND

The directors have not declared an interim 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

 

     2021  
     Gross      Net  

Reconciliation of headline earnings

     $’000        $’000  

Net (loss)/profit attributable to common shareholders

        (18 917

Adjustments

     

Loss on disposal of plant and equipment

     22        17  

Impairment of plant and equipment

     626        480  

Impairment of intangible assets

     —          —    

Third party compensation received in respect of impairment of plant and equipment

     (82      (63

Headline earnings

        (18 483

Basic earnings per common share (US cents)

     

Earnings

        (0.13

Headline earnings

        (0.13

Weighted-average common shares outstanding (‘000) (1)

        141 015  

Diluted earnings per common share (US cents)

     

Earnings

        (0.13

Headline earnings

        (0.13

Weighted-average common shares outstanding for diluted earnings
(‘000) (1)

        141 015  

 

(1)

The common stock outstanding as of June 30, 2021 is as reported in the quarterly report on Form 10-Q for the period ending June 30, 2021, filed with the Securities and Exchange Commission on August 16, 2021.

DIRECTORS’ STATEMENT

This short-form announcement is the responsibility of the Company’s Board of Directors and isa 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 stockholders should be based on information


contained in the full announcement, accessible from 16 August 2021, via the JSE link (https://senspdf.jse.co.za/documents/2021/jse/isse/MKR/MKRQ2.pdf) or on the SEC’s website at https://www.sec.gov/Archives/edgar/data/1826600/000119312521247857/0001193125-21-247857-index.htm

The full announcement is also available at the Company’s registered office, the offices of the sponsor and may be requested at investor@montaukenergy.com or MNTK@GatewayIR.com free of charge to investors and/or shareholders, during office hours (09:00 - 17:00) from Mondays to Fridays.

17 August 2021

Directors: JA Copelyn (Chairman)*###, SF McClain (Chief Executive Officer)#, MH Ahmed*, TG Govender*###, MA Jacobson*##, BS Raynor*#, Y Shaik*###

 

*

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