UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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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:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 10, 2023, 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 2023. 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 2023 | |
| 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 10, 2023 | 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
(“Company”)
UNAUDITED CONSOLIDATED RESULTS FOR THE SIX MONTHS ENDED 30 June 2023
Dollar amounts presented herein are in United States Dollars
| Six Months ended 30 June |
Six Months ended 30 June |
Percentage | ||||||||||||||
| SALIENT FEATURES | 2023 | 2022 | Change | |||||||||||||
| Revenue |
($ | ’000 | ) | 72 409 | 100 055 | (28 | %) | |||||||||
| EBITDA |
($ | ’000 | ) | 9 921 | 32 933 | (70 | %) | |||||||||
| Headline (loss)/earnings |
($ | ’000 | ) | (2 056 | ) | 17 643 | (112 | %) | ||||||||
| Basic (loss)/earnings per share |
($ | ) | (0.02 | ) | 0.13 | (115 | %) | |||||||||
| Headline (loss)/earnings per common share |
($ | ) | (0.01 | ) | 0.13 | (111 | %) | |||||||||
| Net asset value per common share |
($ | ) | 1.61 | 1.45 | 11 | % | ||||||||||
DECLARATION OF CASH DIVIDEND
The directors have resolved not to declare an interim dividend and to rather 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)
| 2023 | 2022 | |||||||||||||||
| Gross $’000 | Net $’000 | Gross $’000 | Net $’000 | |||||||||||||
| Net (loss)/income attributable to common shareholders |
(2 785 | ) | 18 037 | |||||||||||||
| Adjustments |
||||||||||||||||
| Loss on disposal of plant and equipment |
37 | 35 | 17 | 14 | ||||||||||||
| Impairment of plant and equipment |
726 | 694 | 92 | 75 | ||||||||||||
| Impairment of intangible assets |
— | — | 28 | 23 | ||||||||||||
| Proceeds on insurance claims |
— | — | (313 | ) | (254 | ) | ||||||||||
| Gain on disposal of intangible assets |
— | — | (310 | ) | (251 | ) | ||||||||||
| Headline (loss)/earnings |
(2 056 | ) | 17 644 | |||||||||||||
| Basic and headline (loss)/earnings per common share (US Dollars) |
||||||||||||||||
| (Loss)/earnings |
(0.02 | ) | 0.13 | |||||||||||||
| Headline (loss)/earnings |
(0.01 | ) | 0.13 | |||||||||||||
| Weighted-average common shares outstanding (‘000)(1) |
141 633 | 141 088 | ||||||||||||||
| Diluted (loss)/earnings per common share (US Dollars) |
||||||||||||||||
| (Loss)/earnings |
(0.02 | ) | 0.13 | |||||||||||||
| Headline (loss)/earnings |
(0.01 | ) | 0.13 | |||||||||||||
| Weighted-average common shares outstanding for diluted earnings (‘000)(1) |
||||||||||||||||
| 141 633 | 142 220 | |||||||||||||||
| (1) | The common shares outstanding as of June 30, 2023 is as reported in the quarterly report on Form 10-Q for the fiscal second quarter 2023, filed with the Securities and Exchange Commission on August 9, 2023. |
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 9 August 2023 , via the JSE link (https://senspdf.jse.co.za/documents/2023/jse/isse/MKRE/MKRQ2.pdf) or on the SEC’s website at
(https://www.sec.gov/ix?doc=/Archives/edgar/data/1826600/000095017023040687/mntk-20230630.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.
10 August 2023
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