Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 04, 2022 | |
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, 2022 | |
Document Fiscal Year Focus | 2022 | |
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 | 680 Andersen Drive | |
Entity Address, Address Line Two | 5th Floor Pittsburgh | |
Entity Address, State or Province | PA | |
Entity Address, City or Town | Pittsburgh | |
Entity Address, Postal Zip Code | 15220 | |
City Area Code | 412 | |
Local Phone Number | 747-8700 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | MNTK | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 143,603,681 | |
Entity Central Index Key | 0001826600 | |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 59,794 | $ 53,266 |
Accounts and other receivables | 5,578 | 9,338 |
Related party receivable | 8,940 | 8,940 |
Prepaid expenses and other current assets | 3,655 | 2,846 |
Assets held for sale | 777 | |
Total current assets | 77,967 | 75,167 |
Restricted cash - non-current | 328 | 328 |
Property, plant and equipment, net | 178,263 | 180,893 |
Goodwill and intangible assets, net | 13,898 | 14,113 |
Deferred tax assets | 10,806 | 10,570 |
Non-current portion of derivative asset | 368 | |
Operating lease right-of-use assets | 231 | 305 |
Other assets | 5,121 | 5,104 |
Total assets | 286,982 | 286,480 |
Current liabilities: | ||
Accounts payable | 5,118 | 4,973 |
Accrued liabilities | 9,351 | 10,823 |
Current portion of lease liability | 225 | 296 |
Current portion of derivative liability | 3,621 | 650 |
Current portion of long-term debt | 7,828 | 7,815 |
Total current liabilities | 26,143 | 24,557 |
Long-term debt, less current portion | 69,427 | 71,392 |
Non-current portion of lease liability | 25 | 27 |
Non-current portion of derivative liability | 189 | |
Asset retirement obligation | 5,379 | 5,301 |
Other liabilities | 2,587 | 2,721 |
Total liabilities | 103,561 | 104,187 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.01 par value, authorized 690,000,000 shares; 143,603,681 and 143,584,827 shares issued at March 31, 2022 and December 31, 2021, respectively; 141,057,772 and 141,015,213 shares outstanding at March 31, 2022 and December 31, 2021, respectively | 1,410 | 1,410 |
Treasury stock, at cost, 959,344 and 950,214 shares at March 31, 2022 and December 31, 2021, respectively | (10,904) | (10,813) |
Additional paid-in capital | 198,558 | 196,224 |
Retained deficit | (5,643) | (4,528) |
Total stockholders' equity | 183,421 | 182,293 |
Total liabilities and stockholders' equity | $ 286,982 | $ 286,480 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 143,603,681 | 143,584,827 |
Common stock shares outstanding | 141,057,772 | 141,015,213 |
Treasury stock shares | 959,344 | 950,214 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Total operating revenues | $ 32,169 | $ 31,447 |
Operating expenses: | ||
Operating and maintenance expenses | 13,201 | 10,612 |
General and administrative expenses | 8,495 | 20,452 |
Royalties, transportation, gathering and production fuel | 7,206 | 6,218 |
Depreciation, depletion and amortization | 5,153 | 5,737 |
Gain on insurance proceeds | (313) | (82) |
Impairment loss | 51 | 626 |
Transaction costs | 27 | 88 |
Total operating expenses | 33,820 | 43,651 |
Operating loss | (1,651) | (12,204) |
Other (income) expenses: | ||
Interest expense | 32 | 646 |
Net gain on sale of assets | (293) | 0 |
Other (income) expense | (17) | 33 |
Total other (income) expenses | (278) | 679 |
Loss before income taxes | (1,373) | (12,883) |
Income tax (benefit) expense | (258) | 1,382 |
Net loss | $ (1,115) | $ (14,265) |
Loss per share: | ||
Basic | $ (0.01) | $ (0.10) |
Diluted | $ (0.01) | $ (0.10) |
Weighted-average common shares outstanding: | ||
Basic | 141,045,477 | 141,015,213 |
Diluted | 141,045,477 | 141,015,213 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Members Equity [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Dec. 31, 2020 | $ 159,622 | $ 159,622 | ||||
Effect of reorganization transactions | $ 1,383 | $ (159,622) | $ 158,239 | |||
Effect of reorganization transactions, shares | 138,312,713 | |||||
IPO common stock | 15,593 | $ 27 | 15,566 | |||
IPO common stock, shares | 2,702,500 | |||||
Treasury stock, shares | 950,214 | |||||
Treasury stock | (10,813) | $ (10,813) | ||||
Net loss | (14,265) | $ (14,265) | ||||
Stock-based compensation | 14,598 | 14,598 | ||||
Ending balance at Mar. 31, 2021 | 164,735 | $ 1,410 | $ (10,813) | 188,403 | (14,265) | |
Ending balance, shares at Mar. 31, 2021 | 141,015,213 | 950,214 | ||||
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 | ||||
Treasury stock, shares | 9,130 | |||||
Treasury stock | (91) | $ (91) | ||||
Net loss | (1,115) | (1,115) | ||||
Stock-based compensation | 2,334 | 2,334 | ||||
Vesting of stock awards , shares | 42,559 | |||||
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 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (1,115) | $ (14,265) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 5,153 | 5,737 | |
(Benefit) provision for deferred income taxes | (236) | 1,066 | |
Stock-based compensation | 2,334 | 14,598 | |
Derivative mark-to-market and settlements | 2,415 | (418) | |
Gain on property insurance proceeds | (313) | (82) | |
Accretion of asset retirement obligations | 98 | 138 | $ (160) |
Net gain on sale of assets | (293) | ||
Amortization of debt issuance costs | 108 | 137 | |
Impairment loss | 51 | 626 | |
Accounts and other receivables and other current assets | 2,949 | 2,634 | |
Accounts payable and other accrued expenses | (1,554) | (2,402) | |
Net cash provided by operating activities | 9,597 | 7,769 | |
Cash flows from investing activities | |||
Capital expenditures | (2,378) | (1,335) | |
Proceeds from insurance recovery | 313 | 82 | |
Proceeds from sale of assets | 1,088 | ||
Net cash used in investing activities | (977) | (1,253) | |
Cash flows from financing activities: | |||
Repayments of long-term debt | (2,000) | (2,500) | |
Proceeds from initial public offering | 15,593 | ||
Treasury stock purchase | (91) | (10,813) | |
Related party receivable | (7,140) | ||
Net cash used in financing activities | (2,091) | (4,860) | |
Net increase in cash and cash equivalents and restricted cash | 6,529 | 1,656 | |
Cash and cash equivalents and restricted cash at beginning of period | 53,612 | 21,559 | 21,559 |
Cash and cash equivalents and restricted cash at end of period | 60,141 | 23,215 | 53,612 |
Reconciliation of cash, cash equivalents, and restricted cash at end of year: | |||
Cash and cash equivalents | 59,794 | 22,643 | 53,266 |
Restricted cash and cash equivalents - current | 19 | ||
Restricted cash and cash equivalents - non-current | 328 | 572 | 328 |
Reconciliation of cash, cash equivalents, and restricted cash at end of year | $ 60,141 | $ 23,215 | $ 53,612 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
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 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 the selling of captured gas and the selling 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 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 Another key revenue driver is the selling 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, rebates, 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. Background and Reorganization Transactions On January 4, 2021, the Company, Montauk Holdings Limited (“MNK”) and Montauk Holdings USA, LLC (a direct wholly-owned subsidiary of MNK at the time, “Montauk USA”) entered into a series of transactions, including an equity exchange and a distribution collectively referred to as the “Reorganization Transactions,” that resulted in the Company owning all of the assets and entities (other than Montauk USA) previously owned by Montauk USA, and Montauk Renewables became a direct wholly-owned subsidiary of MNK. Prior to the Reorganization Transactions, MNK’s business and operations were conducted entirely through Montauk USA and its U.S. subsidiaries, and MNK held no substantial assets other than equity of Montauk USA. The Company had no significant operations or assets prior to January 4, 2021 when it engaged in the equity exchange with Montauk USA and MNK. After completion of the Reorganization Transactions, (i) Montauk USA ceased to own any substantial assets and (ii) all entities through which MNK’s business and operations were conducted became owned, directly or indirectly, by the Company. MNK adopted a plan contemporaneously with the completion of the Reorganization Transactions that authorized the liquidation and dissolution of MNK. On January 15, 2021, MNK sold the membership interest of Montauk USA to a third party. On January 26, 2021, MNK distributed all of the outstanding shares of the Company’s common stock as a pro rata dividend to the holders of MNK’s ordinary shares (the “Distribution”), subject to any tax withholding obligations under applicable South African law. Each ordinary share of MNK outstanding on January 21, 2021, the record date for the Distribution (the “Record Date”), entitled the holder thereof to receive one share of the Company’s common stock. On January 26, 2021, the Company closed the initial public offering of its common stock on the Nasdaq Capital Market (the “IPO”) with the shares traded under the symbol “MNTK”. Montauk Renewables issued 2,702,500 shares at $8.50 per share and received gross proceeds of $22,971. The Company’s common stock was also secondarily listed on the Johannesburg Stock Exchange (“JSE”) under the trading symbol “MKR”. On January 26, 2021, the Company entered into a Loan Agreement and Secured Promissory Note (as amended on February 22, 2021 and December 22, 2021) with MNK pursuant to which the Company advanced a cash loan 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 terms of the loan following the amendments are substantially similar to the initial loan agreement and were primarily entered into to increase the principal amount outstanding under the loan to $8,940 in the aggregate, in accordance with Montauk Renewables’ obligations set forth in the Transaction Implementation Agreement. 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. See Note 17 for more information. MNK was delisted from the JSE on January 26, 2021. MNK is expected to be liquidated within 24 months of the Distribution. COVID-19 In March 2020, the World Health Organization classified the outbreak of COVID-19 COVID-19 IDRC While we have not experienced any material disruptions in our ability to continue business operations or experienced a material negative impact to our financial results due to the COVID-19 The situation surrounding the COVID-19 COVID-19 COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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 10-01 S-X. 10-K Retrospective Presentation of Ownership Exchange As discussed in Note 1, as a result of the Reorganization Transactions, the Company acquired the assets and entities (excluding Montauk USA) which were previously owned by MNK. As part of the Reorganization Transactions, a 1:1 pro rata exchange of shares of the Company’s common stock was made to holders of MNK’s ordinary shares. The Reorganization Transactions resulted in a pro rata exchange whereby the ownership of the Company after the Reorganization Transactions was identical to the ownership of MNK prior to the Reorganization Transactions and was therefore akin to a common control transaction. All member’s equity in the financial statements and notes have been retrospectively adjusted to give effect to the 1:1 ratio, as if such pro rata exchange occurred as of all pre-IPO periods presented, including periods presented on the unaudited condensed consolidated balance sheets, condensed consolidated statements of operations, consolidated statements of stockholders’ equity and notes to the condensed consolidated financial statements contained herein. 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 & Other 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 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. Equity-Based Compensation The Company accounts for equity-based compensation under the provisions of ASC 718, Compensation—Stock Compensation, (“ASC 718”). ASC 718 requires compensation costs related to share-based payment transactions, measured based on the fair value of the instruments issued, be recognized in the consolidated financial statements over the requisite service period of the award. Stock options are initially measured on the grant date using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, term, risk-free interest rate and dividend yield. For restricted stock and restricted stock units, the Company determines the grant date fair value based on the closing market price per share of the stock on the date of the grant. Recently Issued Accounting Standards In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses In August 2020, the FASB issued ASU 2020-06, Debt: Debt with Conversion and Other Options (Subtopic 470-20) In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) |
Asset Impairment
Asset Impairment | 3 Months Ended |
Mar. 31, 2022 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment | NOTE 3 – ASSET IMPAIRMENT The Company recorded an impairment loss of $51 and $626 for the three months ended March 31, 2022 and 2021, respectively. The first quarter 2022 impairment related to computer software and hardware no longer being utilized. The first quarter 2021 impairment was due to a notice received from a landfill host in February 2021 amending the underlying gas rights agreement to remove and begin decommissioning activities related to one of the Company’s renewable electric generation sites. |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021: Three Months Ended March 31, 2022 Goods Goods 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 Three Months Ended March 31, 2021 Goods Goods Total Major Goods/Service Line: Natural Gas Commodity $ 3,976 $ 6,695 $ 10,671 Natural Gas Environmental Attributes 17,452 — 17,452 Electric Commodity — 2,273 2,273 Electric Environmental Attributes 1,051 — 1,051 $ 22,479 $ 8,968 $ 31,447 Operating Segment: RNG $ 21,428 $ 6,695 $ 28,123 REG 1,051 2,273 3,324 $ 22,479 $ 8,968 $ 31,447 |
Accounts and Other Receivables
Accounts and Other Receivables | 3 Months Ended |
Mar. 31, 2022 | |
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. Accounts and other receivables consist of the following as of March 31, 2022 and December 31, 2021: March 31, December, 31 Accounts receivables $ 5,518 $ 9,281 Other receivables 35 26 Reimbursable expenses 25 31 Accounts and other receivables $ 5,578 $ 9,338 |
Assets Held For Sale
Assets Held For Sale | 3 Months Ended |
Mar. 31, 2022 | |
Asset Held For Sale [Abstract] | |
Asset Held For Sale | NOTE 6 – ASSETS HELD FOR SALE In 2021, the Company initiated a plan to sell nitrogen oxide (“NOx”) emissions allowances credits. The Company concluded that it met the criteria under applicable guidance for a long-lived asset to be held for sale, and accordingly reclassified the emissions allowances of as current assets held for sale on the Consolidated Balance Sheet at December 31, 2021. The Company estimated the fair value of these assets and concluded that the fair value exceeded the carrying value and no impairment was recorded by the Company for the year ended December 31, 2021. In March 2022, the NOx emissions allowances credits were sold for . |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | NOTE 7 – PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment consists of the following as of March 31, 2022 and December 31, 2021: March 31, December, 31 Land $ 595 $ 595 Buildings and improvements 28,967 28,693 Machinery and equipment 247,667 246,670 Gas mineral rights 34,551 34,551 Construction work in progress 12,698 12,725 Total 324,478 323,234 Less: Accumulated depreciation and amortization (146,215 ) (142,341 ) Property, plant & equipment, net $ 178,263 $ 180,893 Depreciation expense for property plant and equipment was $4,810 and $4,955 and amortization expense for gas mineral rights was $128 and $491 for the three months ended March 31, 2022 and 2021, respectively. |
Goodwill And Intangible Assets,
Goodwill And Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets, Net | NOTE 8 – GOODWILL AND INTANGIBLE ASSETS, NET Intangible assets consist of the following as of March 31, 2022 and December 31, 2021: March 31, December 31, Goodwill $ 60 $ 60 Intangible assets with indefinite lives: Land use rights 329 329 Intangible assets with finite lives: Interconnection, net of accumulated amortization of $3,241 and $3,034 $ 12,320 $ 12,526 Customer contracts, net of accumulated amortization of $17,094 and $17,085 $ 1,189 $ 1,198 Total intangible assets with finite lives: $ 13,509 $ 13,724 Total Goodwill and Intangible assets $ 13,898 $ 14,113 The weighted average remaining useful life of the customer contracts and interconnection is approximately 15 years and 17 years, respectively. Amortization expense was $215 and $291 for the three months ended March 31, 2022 and 2021, respectively. |
Assets Retirement Obligations
Assets Retirement Obligations | 3 Months Ended |
Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | NOTE 9 – ASSET RETIREMENT OBLIGATIONS The following table summarizes the activity associated with asset retirement obligations of the Company as of March 31, 2022 and December 31, 2021: Three Months Ended 2022 Year Ended December 31, Asset retirement obligations - beginning of period $ 5,301 $ 5,689 Accretion expense 98 (160 ) Decommissioning (20 ) (228 ) Asset retirement obligations - end of period $ 5,379 $ 5,301 |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instrument Detail [Abstract] | |
Derivative Instruments | NOTE 10 – 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, 2022 and 2021: Three Months Ended Derivative Instrument Location March 31, March 31, Commodity contracts: Realized natural gas Gas commodity sales $ (1,016 ) $ — Unrealized natural gas Other income (3,451 ) — Interest rate swaps Interest expense 1,036 418 Net gain (loss) $ (3,431 ) $ 418 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 11 – 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, 2022 and December 31, 2021, set forth by level, within the fair value hierarchy: March 31, 2022 Level 1 Level 2 Level 3 Total Commodity derivative liability $ (3,451 ) — — $ (3,451 ) Interest rate swap derivative asset — 368 — 368 Interest rate swap derivative liability — (170 ) $ — $ (170 ) Asset retirement obligations — — (5,379 ) (5,379 ) Earn-out — — (2,721 ) (2,721 ) $ (3,451 ) $ 198 $ (8,100 ) $ (11,353 ) December 31, 2021 Level 1 Level 2 Level 3 Total Interest rate swap derivative liability $ — $ (839 ) $ — $ (839 ) Asset retirement obligations — — (5,301 ) (5,301 ) Earn-out — — (2,721 ) (2,721 ) $ — $ (839 ) $ (8,022 ) $ (8,861 ) 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, 2022 and the year ended December 31, 2021 is included in Note 9. In addition, certain assets are measured at fair value on a non-recurring |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | NOTE 12 – ACCRUED LIABILITIES The Company’s accrued liabilities consists of the following as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Accrued expenses $ 4,042 $ 3,551 Payroll and related benefits 1,340 1,239 Royalty 2,458 4,630 Utility 1,152 1,274 Other 359 129 Accrued liabilities $ 9,351 $ 10,823 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 13 – DEBT The Company’s debt consists of the following as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Term Loans $ 78,000 $ 80,000 Less: current principal maturities (8,000 ) (8,000 ) Less: debt issuance costs (on long-term debt) (573 ) (608 ) Long-term Debt $ 69,427 $ 71,392 Current Portion of Long- term Debt 7,828 7,815 $ 77,255 $ 79,207 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) replaces 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 August 28, 2019 the Company received a temporary waiver for an anticipated Event of Default (as defined in the Credit Agreement) for the consecutive three-month period ended on August 31, 2019 (the “Specified Event of Default”). The Specified Event of Default was waived through October 1, 2019. On September 12, 2019, the Company entered into 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 As of March 31, 2022, $78,000 was outstanding under the term loan. In addition, the Company had $3,905 of outstanding letters of credit as of March 31, 2022. Amounts available under the revolving credit facility are reduced by any amounts outstanding under letters of credit. As of March 31, 2022, the Company’s capacity available for borrowing under the revolving credit facility was $116,095. 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, 2022 and December 31, 2021 were 2.40% and 2.91%, respectively. The Company accounted for the Fourth Amendment As of March 31, 2022, the Company was in compliance with all applicable financial covenants under the Credit Agreement. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 – INCOME TAXES The Company’s provision for income taxes in interim periods is typically computed by applying the estimated annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring pre-tax Three Months Ended March 31, 2022 March 31, 2021 (Benefit) expense provision for income taxes $ (258 ) $ 1,382 Effective tax rate 18.8 % (10.7 )% 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 primarily due to the adjustment for production tax credits. The effective tax rate of 18.8% for the three months ended March 31, 2022 was higher than the rate for the three months ended March 31, 2021 of (10.7)% primarily due to the use of year to date pre-tax income used to complete the effective tax rate calculation and a required 162(m) executive compensation limitation permanent adjustment. The March 31, 2022 rate included utilization of production tax credits and certain discrete items. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | NOTE 15 – SHARE-BASED COMPENSATION In January 2021, Montauk Renewables undertook the Reorganization Transactions which resulted in the Company owning all of the assets and entities (excluding Montauk USA) through which MNK’s business and operations were conducted. As a result of the Distribution, the options outstanding under MNK’s Employee Share Appreciation Rights Scheme (the “SAR Plan”) were cancelled. The Company recorded $2,050 of accelerated compensation expense in its consolidated statements of operations within general and administrative expenses in connection with the cancellation of the options under the SAR Plan for the three months ended March 31, 2021. 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 stock awards to the employees of Montauk Renewables and its subsidiaries in January 2021. In connection with the restricted stock grants the officers of the Company made elections under Section 83(b) of the Code. per share from such awards. The Company records and reports share-based compensation for stock options, restricted stock, and restricted stock units over the requisite vesting period, and such awards will be settled in shares of common stock of Montauk Renewables. As of March 31, 2022, unrecognized MRI EICP compensation expense for awards the Company expects to vest approximated In connection with a May 2021 asset acquisition, 1,250,000 restricted stock awards (“RS Awards”) were granted to two employees of the Company in connection with their respective employment. The RS Awards vest over a five-year period and are subject to the achievement of time and performance based vesting criteria over such period. The performance targets in the RS Awards relate to the attainment of three EBITDA goals as defined in the underlying agreements beginning on or after the third anniversary of the grant date. The Company completed its assessment and no compensation expense for the RS Awards has been recorded for the three months ended March 31, 2022. The grant date fair value of the RS Awards is $11,300. The restricted shares, restricted stock units and option awards are subject to vesting schedules that commence or conclude, in the case of the option and restricted stock unit awards, on the one-year 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 date the award was granted and the exercise and settlement of options into shares as of the exercise date. The fair value of the MRI EICP options were 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, 2022 and March 31, 2021, respectively: Restricted Shares Restricted Stock Units Options Number of Weighted Average Fair Value Number Weighted Average Fair Value Number Weighted Average 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 — $ — 950,214 options vested for the three months ended March 31, 2022. None of the 950,214 vested options were exercised during the three months ended March 31, 2022. Restricted Shares Restricted Stock Units Options Number of Weighted Average Fair Value Number Weighted Average Fair Value Number Weighted Average End of period - December 31, 2020 — $ — — $ — — $ — Beginning of period - January 1, 2021 — $ — — $ — — $ — Granted 2,092,836 11.38 29,568 11.38 950,214 11.38 Vested (950,214 ) 11.38 — — — — Forfeited — — (792 ) 11.38 — — Exercised — — — — — — End of period – March 31, 2021 1,142,622 $ 11.38 28,776 $ 11.38 950,214 $ 11.38 |
Defined Contribution Plan
Defined Contribution Plan | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | NOTE 16 – 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 $167 and $135 for the three months ended March 31, 2022 and 2021, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17 – RELATED PARTY TRANSACTIONS On January 26, 2021, the Company entered into a Loan Agreement and Secured Promissory Note (the “Promissory Note”) with 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 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 and December, 22, 2021, the Company and MNK amended and restated the Promissory Note (together, the “Amended Promissory Note”) to increase the principal amount of the loan to a total of in the aggregate, 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 over shares of the Company and require MNK to use the proceeds of any such sale of the shares to repay the Amended Promissory Note. The Amended Promissory Note also has default provisions where MNK can deliver any unsold shares of the Company back to the Company to satisfy repayment of the note. The Amended Promissory Note matures on December 31, 2022. 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. Related Party Reimbursements Periodically the Company will reimburse MNK and HCI Managerial Services Proprietary Limited, the administrator for the Company’s secondary listing on the JSE, for expenses incurred on behalf of the Company. Amounts reimbursed were |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 18 – SEGMENT INFORMATION The Company’s reportable segments for the three months ended March 31, 2022 and 2021 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 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 Expenditure 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 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 Three Months Ended March 31, 2021 RNG REG Corporate Total Total Revenue $ 28,123 $ 3,324 $ — $ 31,447 Net Income (Loss) 10,561 (2,241 ) (22,585 ) (14,265 ) EBITDA 14,779 (765 ) (20,514 ) (6,500 ) Adjusted EBITDA (1) 14,779 (139 ) (20,426 ) (5,786 ) Total Assets 157,436 50,156 45,770 253,362 Capital Expenditure 1,306 23 6 1,335 (1) First quarter of 2021 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, 2021: Three Months Ended March 31, 2021 RNG REG Corporate Total Net Income (loss) $ 10,561 $ (2,241 ) $ (22,585 ) $ (14,265 ) Depreciation and amortization 4,218 1,474 45 5,737 Interest expense — — 646 646 Income tax expense — 2 1,380 1,382 EBITDA $ 14,779 $ (765 ) $ (20,514 ) $ (6,500 ) Impairment loss — 626 — 626 Transaction costs — — 88 88 Adjusted EBITDA $ 14,779 $ (139 ) $ (20,426 ) $ (5,786 ) For the three months ended March 31, 2022 and 2021, five and four customers, respectively, made up greater than 10% of our total revenues. 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 % Three Months Ended March 31, 2021 RNG REG Corporate Total Customer A 26.2 % — — 26.2 % Customer B 13.1 % — — 13.1 % Customer C 11.0 % — — 11.0 % Customer D 10.0 % 10.0 % |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | NOTE 19 – 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 2024. 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. 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 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 The Company has elected, as a practical expedient, not to separate non-lease 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, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 64 $ 76 Weighted average remaining lease term (in years) 1.05 1.51 Weighted average discount rate 5.00 % 5.00 % Future minimum lease payments are as follows: Year Ending Remainder of 2022 $ 241 2023 8 2024 2 Interest (1 ) Total $ 250 |
Loss per share
Loss per share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss per share | NOTE 20 – LOSS PER SHARE Basic loss per share was computed using the following common share data for the three months ended March 31, 2022 and March 31, 2021, respectively: Three months ended March 31, 2022 Three months ended March 31, 2021 Net loss $ (1,115 ) $ (14,265 ) Basic weighted-average shares outstanding 141,045,477 141,015,213 Dilutive effect of share-based awards — — Diluted weighted-average shares outstanding 141,045,477 141,015,213 Basic loss per share $ (0.01 ) $ (0.10 ) Diluted loss per share $ (0.01 ) $ (0.10 ) As a result of incurring a net loss for the three months ended March 31, 2022 and March 31, 2021, potential common shares of 3,846,122 and 2,121,612 were excluded from diluted loss per share because the effect would have been antidilutive. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 21 – SUBSEQUENT EVENTS The Company evaluated its March 31, 2022 condensed consolidated financial statements through the date the financial statements were issued. The Company is not aware of any subsequent events which would require recognition or disclosure in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 10-01 S-X. 10-K |
Retrospective Presentation of Ownership Exchange | Retrospective Presentation of Ownership Exchange As discussed in Note 1, as a result of the Reorganization Transactions, the Company acquired the assets and entities (excluding Montauk USA) which were previously owned by MNK. As part of the Reorganization Transactions, a 1:1 pro rata exchange of shares of the Company’s common stock was made to holders of MNK’s ordinary shares. The Reorganization Transactions resulted in a pro rata exchange whereby the ownership of the Company after the Reorganization Transactions was identical to the ownership of MNK prior to the Reorganization Transactions and was therefore akin to a common control transaction. All member’s equity in the financial statements and notes have been retrospectively adjusted to give effect to the 1:1 ratio, as if such pro rata exchange occurred as of all pre-IPO periods presented, including periods presented on the unaudited condensed consolidated balance sheets, condensed consolidated statements of operations, consolidated statements of stockholders’ equity and notes to the condensed consolidated financial statements contained herein. |
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 & Other 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 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. |
Equity-Based Compensation | Equity-Based Compensation The Company accounts for equity-based compensation under the provisions of ASC 718, Compensation—Stock Compensation, (“ASC 718”). ASC 718 requires compensation costs related to share-based payment transactions, measured based on the fair value of the instruments issued, be recognized in the consolidated financial statements over the requisite service period of the award. Stock options are initially measured on the grant date using the Black-Scholes valuation model, which requires the use of subjective assumptions related to the expected stock price volatility, term, risk-free interest rate and dividend yield. For restricted stock and restricted stock units, the Company determines the grant date fair value based on the closing market price per share of the stock on the date of the grant. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses In August 2020, the FASB issued ASU 2020-06, Debt: Debt with Conversion and Other Options (Subtopic 470-20) In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) |
Revenues from Contracts with _2
Revenues from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Company's Revenue by Major Source | 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, 2022 and 2021: Three Months Ended March 31, 2022 Goods Goods 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 Three Months Ended March 31, 2021 Goods Goods Total Major Goods/Service Line: Natural Gas Commodity $ 3,976 $ 6,695 $ 10,671 Natural Gas Environmental Attributes 17,452 — 17,452 Electric Commodity — 2,273 2,273 Electric Environmental Attributes 1,051 — 1,051 $ 22,479 $ 8,968 $ 31,447 Operating Segment: RNG $ 21,428 $ 6,695 $ 28,123 REG 1,051 2,273 3,324 $ 22,479 $ 8,968 $ 31,447 |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables, Net, Current [Abstract] | |
Schedule of Accounts and Other Receivables | Accounts and other receivables consist of the following as of March 31, 2022 and December 31, 2021: March 31, December, 31 Accounts receivables $ 5,518 $ 9,281 Other receivables 35 26 Reimbursable expenses 25 31 Accounts and other receivables $ 5,578 $ 9,338 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property Plant and Equipment | Property, plant and equipment consists of the following as of March 31, 2022 and December 31, 2021: March 31, December, 31 Land $ 595 $ 595 Buildings and improvements 28,967 28,693 Machinery and equipment 247,667 246,670 Gas mineral rights 34,551 34,551 Construction work in progress 12,698 12,725 Total 324,478 323,234 Less: Accumulated depreciation and amortization (146,215 ) (142,341 ) Property, plant & equipment, net $ 178,263 $ 180,893 |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
schedule of Intangible Assets | Intangible assets consist of the following as of March 31, 2022 and December 31, 2021: March 31, December 31, Goodwill $ 60 $ 60 Intangible assets with indefinite lives: Land use rights 329 329 Intangible assets with finite lives: Interconnection, net of accumulated amortization of $3,241 and $3,034 $ 12,320 $ 12,526 Customer contracts, net of accumulated amortization of $17,094 and $17,085 $ 1,189 $ 1,198 Total intangible assets with finite lives: $ 13,509 $ 13,724 Total Goodwill and Intangible assets $ 13,898 $ 14,113 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and December 31, 2021: Three Months Ended 2022 Year Ended December 31, Asset retirement obligations - beginning of period $ 5,301 $ 5,689 Accretion expense 98 (160 ) Decommissioning (20 ) (228 ) Asset retirement obligations - end of period $ 5,379 $ 5,301 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021: Three Months Ended Derivative Instrument Location March 31, March 31, Commodity contracts: Realized natural gas Gas commodity sales $ (1,016 ) $ — Unrealized natural gas Other income (3,451 ) — Interest rate swaps Interest expense 1,036 418 Net gain (loss) $ (3,431 ) $ 418 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The Company’s assets and liabilities that are measured at fair value on a recurring basis include the following as of March 31, 2022 and December 31, 2021, set forth by level, within the fair value hierarchy: March 31, 2022 Level 1 Level 2 Level 3 Total Commodity derivative liability $ (3,451 ) — — $ (3,451 ) Interest rate swap derivative asset — 368 — 368 Interest rate swap derivative liability — (170 ) $ — $ (170 ) Asset retirement obligations — — (5,379 ) (5,379 ) Earn-out — — (2,721 ) (2,721 ) $ (3,451 ) $ 198 $ (8,100 ) $ (11,353 ) December 31, 2021 Level 1 Level 2 Level 3 Total Interest rate swap derivative liability $ — $ (839 ) $ — $ (839 ) Asset retirement obligations — — (5,301 ) (5,301 ) Earn-out — — (2,721 ) (2,721 ) $ — $ (839 ) $ (8,022 ) $ (8,861 ) |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | The Company’s accrued liabilities consists of the following as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Accrued expenses $ 4,042 $ 3,551 Payroll and related benefits 1,340 1,239 Royalty 2,458 4,630 Utility 1,152 1,274 Other 359 129 Accrued liabilities $ 9,351 $ 10,823 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Company Debt | The Company’s debt consists of the following as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Term Loans $ 78,000 $ 80,000 Less: current principal maturities (8,000 ) (8,000 ) Less: debt issuance costs (on long-term debt) (573 ) (608 ) Long-term Debt $ 69,427 $ 71,392 Current Portion of Long- term Debt 7,828 7,815 $ 77,255 $ 79,207 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s provision for income taxes in interim periods is typically computed by applying the estimated annual effective tax rates to income or loss before income taxes for the period. In addition, non-recurring pre-tax Three Months Ended March 31, 2022 March 31, 2021 (Benefit) expense provision for income taxes $ (258 ) $ 1,382 Effective tax rate 18.8 % (10.7 )% |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Fair Value of MRI EICP Options and Valuation Assumptions | The fair value of the MRI EICP options were 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 |
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, 2022 and March 31, 2021, respectively: Restricted Shares Restricted Stock Units Options Number of Weighted Average Fair Value Number Weighted Average Fair Value Number Weighted Average 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 — $ — Restricted Shares Restricted Stock Units Options Number of Weighted Average Fair Value Number Weighted Average Fair Value Number Weighted Average End of period - December 31, 2020 — $ — — $ — — $ — Beginning of period - January 1, 2021 — $ — — $ — — $ — Granted 2,092,836 11.38 29,568 11.38 950,214 11.38 Vested (950,214 ) 11.38 — — — — Forfeited — — (792 ) 11.38 — — Exercised — — — — — — End of period – March 31, 2021 1,142,622 $ 11.38 28,776 $ 11.38 950,214 $ 11.38 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 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 Expenditure 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 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 Three Months Ended March 31, 2021 RNG REG Corporate Total Total Revenue $ 28,123 $ 3,324 $ — $ 31,447 Net Income (Loss) 10,561 (2,241 ) (22,585 ) (14,265 ) EBITDA 14,779 (765 ) (20,514 ) (6,500 ) Adjusted EBITDA (1) 14,779 (139 ) (20,426 ) (5,786 ) Total Assets 157,436 50,156 45,770 253,362 Capital Expenditure 1,306 23 6 1,335 (1) First quarter of 2021 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, 2021: Three Months Ended March 31, 2021 RNG REG Corporate Total Net Income (loss) $ 10,561 $ (2,241 ) $ (22,585 ) $ (14,265 ) Depreciation and amortization 4,218 1,474 45 5,737 Interest expense — — 646 646 Income tax expense — 2 1,380 1,382 EBITDA $ 14,779 $ (765 ) $ (20,514 ) $ (6,500 ) Impairment loss — 626 — 626 Transaction costs — — 88 88 Adjusted EBITDA $ 14,779 $ (139 ) $ (20,426 ) $ (5,786 ) |
Summary of Revenue by Major Customers | For the three months ended March 31, 2022 and 2021, five and four customers, respectively, made up greater than 10% of our total revenues. 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 % Three Months Ended March 31, 2021 RNG REG Corporate Total Customer A 26.2 % — — 26.2 % Customer B 13.1 % — — 13.1 % Customer C 11.0 % — — 11.0 % Customer D 10.0 % 10.0 % |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary of Supplemental Information Related To Operating Leases | Supplemental information related to operating lease arrangements was as follows: Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 64 $ 76 Weighted average remaining lease term (in years) 1.05 1.51 Weighted average discount rate 5.00 % 5.00 % |
Summary of Future Minimum Lease Payments | Future minimum lease payments are as follows: Year Ending Remainder of 2022 $ 241 2023 8 2024 2 Interest (1 ) Total $ 250 |
Loss per share (Tables)
Loss per share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic loss per share | Basic loss per share was computed using the following common share data for the three months ended March 31, 2022 and March 31, 2021, respectively: Three months ended March 31, 2022 Three months ended March 31, 2021 Net loss $ (1,115 ) $ (14,265 ) Basic weighted-average shares outstanding 141,045,477 141,015,213 Dilutive effect of share-based awards — — Diluted weighted-average shares outstanding 141,045,477 141,015,213 Basic loss per share $ (0.01 ) $ (0.10 ) Diluted loss per share $ (0.01 ) $ (0.10 ) |
Description of Business - Addit
Description of Business - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jan. 26, 2021USD ($)$ / sharesshares | Mar. 31, 2022 |
Number of years of experience | 30 years | |
Number of current operations | 15 | |
Percent of greenhouse gas reduction requirement | 60.00% | |
Sale of stock, Number of shares issued in transaction | shares | 2,702,500 | |
Sale of stock, price per share | $ / shares | $ 8.50 | |
Sale of stock, Consideration received on transaction | $ 22,971 | |
Principal amount of loan | $ 8,940 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022ReportableSegments | |
Accounting Policies [Line Items] | |
Exchange of shares of the company's common stock | 1 |
Pro rata exchange occurred as of all pre-IPO periods presented | 1 |
Number of reportable segments | 3 |
Asset Impairment - Additional I
Asset Impairment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Impairment loss | $ 51 | $ 626 |
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, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | $ 36,637 | $ 31,447 |
RNG [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 32,603 | 28,123 |
REG [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 4,034 | 3,324 |
Natural Gas Commodity [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 9,893 | 10,671 |
Natural Gas Environmental Attributes [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 22,710 | 17,452 |
Electric Commodity [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 2,385 | 2,273 |
Electric Environmental Attributes [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 1,649 | 1,051 |
Goods transferred at a point in time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 24,764 | 22,479 |
Goods transferred at a point in time [Member] | RNG [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 23,115 | 21,428 |
Goods transferred at a point in time [Member] | REG [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 1,649 | 1,051 |
Goods transferred at a point in time [Member] | Natural Gas Commodity [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 405 | 3,976 |
Goods transferred at a point in time [Member] | Natural Gas Environmental Attributes [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 22,710 | 17,452 |
Goods transferred at a point in time [Member] | Electric Environmental Attributes [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 1,649 | 1,051 |
Goods transferred over time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 11,873 | 8,968 |
Goods transferred over time [Member] | RNG [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 9,488 | 6,695 |
Goods transferred over time [Member] | REG [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 2,385 | 2,273 |
Goods transferred over time [Member] | Natural Gas Commodity [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | 9,488 | 6,695 |
Goods transferred over time [Member] | Electric Commodity [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from Contracts with Customers | $ 2,385 | $ 2,273 |
Accounts and Other Receivable_2
Accounts and Other Receivables - Schedule of Accounts and Other Receivables (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Receivables, Net, Current [Abstract] | ||
Accounts receivables | $ 5,518 | $ 9,281 |
Other receivables | 35 | 26 |
Reimbursable expenses | 25 | 31 |
Accounts and other receivables | $ 5,578 | $ 9,338 |
Accounts and Other Receivable_3
Accounts and Other Receivables - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Receivables, Net, Current [Abstract] | ||
Reserve expense receivables current | $ 0 | $ 0 |
Assets Held For Sale -Additiona
Assets Held For Sale -Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Sale of allowances credits | $ 1,088 | |
Nitrogen Oxide (NOx) Credits [Member] | ||
Asset held for sale | $ 777 | |
Gain on sale of intangible assets | $ 311 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Summary of Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 324,478 | $ 323,234 |
Less: Accumulated depreciation and amortization | (146,215) | (142,341) |
Property, Plant & Equipment, Net | 178,263 | 180,893 |
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 | 28,967 | 28,693 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 247,667 | 246,670 |
Gas mineral rights [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 34,551 | 34,551 |
Construction work in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 12,698 | $ 12,725 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 4,955 | |
Gas mineral rights [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 4,810 | |
Adjustment for amortization | $ 128 | $ 491 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets, Net - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule Of Intangible Assets And Goodwill [Line Items] | ||
Goodwill | $ 60 | $ 60 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets with finite lives | 13,509 | 13,724 |
Total Goodwill and Intangible Assets | 13,898 | 14,113 |
Interconnection [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets with finite lives | 12,320 | 12,526 |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets with finite lives | 1,189 | 1,198 |
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 (Detail) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Interconnection [Member] | ||
Schedule Of Intangible Assets And Goodwill [Line Items] | ||
Finite lived intangible assets accumulated amortization | $ 3,241 | $ 3,034 |
Customer Contracts [Member] | ||
Schedule Of Intangible Assets And Goodwill [Line Items] | ||
Finite lived intangible assets accumulated amortization | $ 17,094 | $ 17,085 |
Goodwill And Intangible Asset_5
Goodwill And Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 215 | $ 291 |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible asset useful life | 15 years | |
Interconnection [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible asset useful life | 17 years |
Assets Retirement Obligations -
Assets Retirement Obligations - Summary of Activity Associated with Asset Retirement Obligations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |||
Asset retirement obligations - beginning of period | $ 5,301 | $ 5,689 | $ 5,689 |
Accretion expense | 98 | $ 138 | (160) |
Decommissioning | (20) | (228) | |
Asset retirement obligations - end of period | $ 5,379 | $ 5,301 |
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, 2022 | Mar. 31, 2021 | |
Derivative [Line Items] | ||
Net gain (loss) | $ (3,431) | $ 418 |
Commodity Contract [Member] | Natural Gas and Natural Gas Liquids [Member] | Sales [Member] | ||
Derivative [Line Items] | ||
Net gain (loss) | (1,016) | 0 |
Commodity Contract [Member] | Natural Gas and Natural Gas Liquids [Member] | Other Income [Member] | ||
Derivative [Line Items] | ||
Net gain (loss) | (3,451) | 0 |
Interest Rate Swap [Member] | Interest Expense [Member] | ||
Derivative [Line Items] | ||
Net gain (loss) | $ 1,036 | $ 418 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Asset retirement obligations | $ (5,379) | $ (5,301) | $ (5,689) |
Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Commodity derivative liability | (3,451) | ||
Interest rate swap derivative asset | 368 | ||
Interest rate swap derivative liability | (170) | (839) | |
Asset retirement obligations | (5,379) | (5,301) | |
Earn-out liability | (2,721) | (2,721) | |
Fair Value, Net Asset (Liability) | (11,353) | (8,861) | |
Fair Value, Recurring [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Commodity derivative liability | (3,451) | ||
Interest rate swap derivative asset | 0 | ||
Interest rate swap derivative liability | 0 | 0 | |
Asset retirement obligations | 0 | 0 | |
Earn-out liability | 0 | 0 | |
Fair Value, Net Asset (Liability) | (3,451) | 0 | |
Fair Value, Recurring [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Commodity derivative liability | 0 | ||
Interest rate swap derivative asset | 368 | ||
Interest rate swap derivative liability | (170) | (839) | |
Asset retirement obligations | 0 | 0 | |
Earn-out liability | 0 | 0 | |
Fair Value, Net Asset (Liability) | 198 | (839) | |
Fair Value, Recurring [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Commodity derivative liability | 0 | ||
Interest rate swap derivative asset | 0 | ||
Interest rate swap derivative liability | 0 | 0 | |
Asset retirement obligations | (5,379) | (5,301) | |
Earn-out liability | (2,721) | (2,721) | |
Fair Value, Net Asset (Liability) | $ (8,100) | $ (8,022) |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 4,042 | $ 3,551 |
Payroll and related benefits | 1,340 | 1,239 |
Royalty | 2,458 | 4,630 |
Utility | 1,152 | 1,274 |
Other | 359 | 129 |
Accrued Liabilities | $ 9,351 | $ 10,823 |
Debt - Summary of Company Debt
Debt - Summary of Company Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: current principal maturities | $ (8,000) | $ (8,000) |
Less: debt issuance costs (on long-term debt) | (573) | (608) |
Long-term debt | 69,427 | 71,392 |
Current portion of long-term debt | 7,828 | 7,815 |
Debt, Long-term and Short-term, Combined Amount | 77,255 | 79,207 |
Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Term loan | 78,000 | $ 80,000 |
Long-term debt | $ 78,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 21, 2021 | Sep. 12, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Extinguishment of Debt [Line Items] | |||||
Line of Credit Facility, Interest Rate During Period | 2.40% | 2.91% | |||
Debt Issuance Costs, Net | $ 326 | ||||
Debt Issuance Costs, capitalized | 1,701 | ||||
Amortized debt issuance expense | 108 | $ 137 | |||
Long-term debt | 69,427 | $ 71,392 | |||
Payment of debt modification charges | 2,027 | ||||
Term Loans [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Long-term debt | 78,000 | ||||
Revolving Credit Facility [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Line of Credit Facility, Current Borrowing Capacity | 116,095 | ||||
Letter of Credit [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Line of Credit Facility, Maximum Amount Outstanding During Period | 3,905 | ||||
MEH [Member] | Second Amendment [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Line of Credit | $ 80,000 | $ 80,000 | |||
Repayments of Lines of Credit | 120,000 | 38,250 | |||
MEH [Member] | Term Loans [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Debt Instrument, Periodic Payment, Principal | $ 2,500 | ||||
MEH [Member] | Term Loans [Member] | Second Amendment And Restated Revolving Credit And Term Loan Agreement [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] | Second Amendment And Restated Revolving Credit And Term Loan Agreement [Member] | From Two Thousand And Twenty Five And Upto Two Thousand And Twetny Six [Member] | |||||
Extinguishment of Debt [Line Items] | |||||
Long-term debt | 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, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
(Benefit) expense provision for income taxes | $ (258) | $ 1,382 |
Effective tax rate | 18.80% | (10.70%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax [Line Items] | ||
Effective tax rate, U.S. federal statutory rate | 21.00% | 21.00% |
Effective tax rate | 18.80% | (10.70%) |
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, 2022$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.50% |
Expected volatility | 32.00% |
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 ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Beginning of period | 2,569,613 | 0 |
Number of Shares, Granted | 2,092,836 | |
Number of Shares, Vested | (23,705) | (950,214) |
Number of Shares, Forfeited | 0 | |
Number of Shares, End of period | 2,545,908 | 1,142,622 |
Weighted Average Grant Date Fair Value, Beginning of period | $ 10.08 | $ 0 |
Weighted Average Grant Date Fair Value, Granted | 11.38 | |
Weighted Average Grant Date Fair Value, Vested | 11.38 | 11.38 |
Weighted Average Grant Date Fair Value, Forfeited | 0 | |
Weighted Average Grant Date Fair Value, End of period | $ 10.07 | $ 11.38 |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Beginning of period | 377,984 | 0 |
Number of Shares, Granted | 29,568 | |
Number of Shares, Vested | (27,984) | 0 |
Number of Shares, Forfeited | (792) | |
Number of Shares, End of period | 350,000 | 28,776 |
Weighted Average Grant Date Fair Value, Beginning of period | $ 10.23 | $ 0 |
Weighted Average Grant Date Fair Value, Granted | 11.38 | |
Weighted Average Grant Date Fair Value, Vested | 11.38 | |
Weighted Average Grant Date Fair Value, Forfeited | 11.38 | |
Weighted Average Grant Date Fair Value, End of period | $ 10.13 | $ 11.38 |
Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Beginning of period | 950,214 | 0 |
Number of Shares, Granted | 950,214 | |
Number of Shares, Vested | (950,214) | |
Number of Shares, Forfeited | 0 | 0 |
Number of Shares, Exercised | $ 0 | |
Number of Shares, End of period | 0 | 950,214 |
Weighted Average Grant Date Fair Value, Beginning of period | $ 11.38 | $ 0 |
Weighted Average Grant Date Fair Value, Granted | 11.38 | |
Weighted Average Grant Date Fair Value, Vested | 11.38 | 0 |
Weighted Average Grant Date Fair Value, Forfeited | 0 | 0 |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Grant Date Fair Value, End of period | $ 0 | $ 11.38 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) | Jan. 31, 2021$ / sharesshares | Mar. 31, 2022USD ($)Employeesshares | Mar. 31, 2021USD ($)shares |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share based compensation expense | $ 0 | ||
Stock-based compensation | $ 2,334,000 | $ 14,598,000 | |
SAR Plan [Member] | General and Administrative Expense [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share based compensation expense | $ 2,050,000 | ||
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 | ||
Unrecognised compensation expense recognised, Period | 5 years | ||
Stock-based compensation | $ 9,929,000 | ||
MRI EICP [Member] | Section 83 (B) [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Common stock shares withheld | shares | 950,214 | ||
MRI EICP [Member] | General and Administrative Expense [Member] | Section 83 (B) [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share based compensation expense | $ 10,813,000 | ||
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 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 11,300,000 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, employer matching contribution, percent of match | 50.00% | |
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 4.00% | |
Defined contribution plan, cost | $ 167 | $ 135 |
Safe Harbor Contribution [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, maximum annual contributions per employee, percent | 3.00% | |
Defined contribution plan, employer matching contribution, vesting period | 4 years |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 26, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||||
Notes receivable from related parties current | $ 8,940 | |||
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 | $ 3 | $ 727 | ||
Due to related party | $ 19,000 | $ 0 |
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, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total Revenue | $ 32,169 | $ 31,447 | |||
Net income (loss) | (1,115) | (14,265) | |||
EBITDA | 3,812 | [1] | (6,500) | ||
Adjusted EBITDA | 7,048 | (5,786) | [2] | ||
Total Assets | 286,982 | 253,362 | $ 286,480 | ||
Capital expenditure | 2,378 | 1,335 | |||
Depreciation and amortization | 5,153 | 5,737 | |||
Interest expense | 32 | 646 | |||
Income tax expense (benefit) | (258) | 1,382 | |||
Impairment loss | 51 | 626 | |||
Net gain on sale of assets | (293) | 0 | |||
Transaction costs | 27 | 88 | |||
Non-cash hedging charges | 3,451 | ||||
RNG [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total Revenue | 32,665 | 28,123 | |||
Net income (loss) | 12,940 | 10,561 | |||
EBITDA | 16,620 | [1] | 14,779 | ||
Adjusted EBITDA | 16,327 | 14,779 | [2] | ||
Total Assets | 147,981 | 157,436 | |||
Capital expenditure | 1,012 | 1,306 | |||
Depreciation and amortization | 3,680 | 4,218 | |||
Net gain on sale of assets | (293) | ||||
REG [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total Revenue | 3,971 | 3,324 | |||
Net income (loss) | (1,178) | (2,241) | |||
EBITDA | 214 | [1] | (765) | ||
Adjusted EBITDA | 214 | (139) | [2] | ||
Total Assets | 56,818 | 50,156 | |||
Capital expenditure | 1,361 | 23 | |||
Depreciation and amortization | 1,392 | 1,474 | |||
Income tax expense (benefit) | 2 | ||||
Impairment loss | 626 | ||||
Corporate [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total Revenue | (4,467) | ||||
Net income (loss) | (12,877) | (22,585) | |||
EBITDA | (13,022) | [1] | (20,514) | ||
Adjusted EBITDA | (9,493) | (20,426) | [2] | ||
Total Assets | 82,183 | 45,770 | |||
Capital expenditure | 5 | 6 | |||
Depreciation and amortization | 81 | 45 | |||
Interest expense | 32 | 646 | |||
Income tax expense (benefit) | (258) | 1,380 | |||
Impairment loss | 51 | ||||
Transaction costs | 27 | $ 88 | |||
Non-cash hedging charges | $ 3,451 | ||||
[1] | First quarter of 2022 EBITDA Reconciliation | ||||
[2] | First quarter of 2021 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, 2022 | Mar. 31, 2021 | |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 24.30% | 26.20% |
Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 16.10% | 13.10% |
Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 11.20% | 11.00% |
Customer D [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 10.60% | 10.00% |
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% | 26.20% |
RNG [Member] | Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 16.10% | 13.10% |
RNG [Member] | Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 11.00% | |
RNG [Member] | Customer D [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 10.60% | 10.00% |
RNG [Member] | Customer E [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 10.30% | |
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, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 64 | $ 76 |
Weighted average remaining lease term (in years) | 1 year 18 days | 1 year 6 months 3 days |
Weighted average discount rate | 5.00% | 5.00% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Detail) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 241 |
2023 | 8 |
2024 | 2 |
Interest | (1) |
Total | $ 250 |
Loss per share - Schedule of Lo
Loss per share - Schedule of Loss Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (1,115) | $ (14,265) |
Basic weighted-average shares outstanding | 141,045,477 | 141,015,213 |
Dilutive effect of share-based awards | 0 | 0 |
Diluted weighted-average shares outstanding | 141,045,477 | 141,015,213 |
Basic loss per share | $ (0.01) | $ (0.10) |
Diluted loss per share | $ (0.01) | $ (0.10) |
Loss per share - Additional Inf
Loss per share - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Antidilutive excluded from diluted net loss per share | 3,846,122 | 2,121,612 |