Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 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 | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 95,619 | $ 53,266 |
Accounts and other receivables | 12,264 | 9,338 |
Related party receivable | 8,940 | 8,940 |
Current portion of derivative instrument | 718 | 0 |
Prepaid expenses and other current assets | 4,110 | 2,846 |
Assets held for sale | 0 | 777 |
Total current assets | 121,651 | 75,167 |
Restricted cash—non-current | 407 | 328 |
Property, plant and equipment, net | 173,968 | 180,893 |
Goodwill and intangible assets, net | 15,897 | 14,113 |
Deferred tax assets | 4,568 | 10,570 |
Non-current portion of derivative instrument | 1,244 | 0 |
Operating lease right-of-use assets | 124 | 305 |
Finance lease right-of-use assets | 113 | 0 |
Other assets | 5,971 | 5,104 |
Total assets | 323,943 | 286,480 |
Current liabilities: | ||
Accounts payable | 3,369 | 4,973 |
Accrued liabilities | 17,243 | 10,823 |
Income tax payable | 288 | 0 |
Current portion of derivative instrument | 1,440 | 650 |
Current portion of operating lease liability | 84 | 296 |
Current portion of finance lease liability | 69 | 0 |
Current portion of long-term debt | 7,854 | 7,815 |
Total current liabilities | 30,347 | 24,557 |
Long-term debt, less current portion | 65,485 | 71,392 |
Non-current portion of derivative instrument | 0 | 189 |
Non-current portion of operating lease liability | 21 | 27 |
Non-current portion of finance lease liability | 42 | 0 |
Asset retirement obligation | 5,397 | 5,301 |
Other liabilities | 3,843 | 2,721 |
Total liabilities | 105,135 | 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 September 30, 2022 and December 31, 2021, respectively; 141,290,748 and 141,015,213 shares outstanding at September 30, 2022 and December 31, 2021, respectively | 1,410 | 1,410 |
Treasury stock, at cost, 959,344 and 950,214 shares September 30, 2022 and December 31, 2021, respectively | (10,904) | (10,813) |
Additional paid-in capital | 203,606 | 196,224 |
Retained earnings (deficit) | 24,696 | (4,528) |
Total stockholders' equity | 218,808 | 182,293 |
Total liabilities and stockholders' equity | $ 323,943 | $ 286,480 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 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 | 141,290,748 | 141,015,213 |
Treasury stock shares | 959,344 | 950,214 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Total operating revenues | $ 55,860 | $ 39,749 | $ 155,916 | $ 102,872 |
Operating expenses: | ||||
Operating and maintenance expenses | 14,134 | 13,123 | 42,205 | 36,954 |
General and administrative expenses | 8,466 | 7,520 | 25,715 | 35,280 |
Royalties, transportation, gathering and production fuel | 12,188 | 6,636 | 34,484 | 18,840 |
Depreciation, depletion and amortization | 5,167 | 5,666 | 15,453 | 17,062 |
Gain on insurance proceeds | 0 | (157) | (313) | (238) |
Impairment loss | 2,273 | 0 | 2,393 | 626 |
Transaction costs | 0 | 232 | 32 | 357 |
Total operating expenses | 42,228 | 33,020 | 119,969 | 108,881 |
Operating income (loss) | 13,632 | 6,729 | 35,947 | (6,009) |
Other expenses (income): | ||||
Interest expense | 36 | 697 | 339 | 2,064 |
Other (income) expense | (131) | 617 | (463) | 662 |
Total other (income) expenses | (95) | 1,314 | (124) | 2,726 |
Income (loss) before income taxes | 13,727 | 5,415 | 36,071 | (8,735) |
Income tax expense (benefit) | 2,540 | (3,481) | 6,847 | 1,286 |
Net income (loss) | $ 11,187 | $ 8,896 | $ 29,224 | $ (10,021) |
Earnings (loss) per share: | ||||
Basic | $ 0.08 | $ 0.06 | $ 0.21 | $ (0.07) |
Diluted | $ 0.08 | $ 0.06 | $ 0.2 | $ (0.07) |
Weighted-average common shares outstanding: | ||||
Basic | 141,290,748 | 141,015,213 | 141,156,126 | 141,015,213 |
Diluted | 142,722,396 | 141,048,006 | 142,627,711 | 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 | $ 0 | $ 0 | $ 159,622 | $ 0 | $ 0 |
Beginning balance, shares at Dec. 31, 2020 | 0 | 0 | ||||
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 | (10,813) | $ (10,813) | ||||
Treasury stock, shares | 950,214 | |||||
Net income (loss) | (10,021) | (10,021) | ||||
Stock-based compensation | 19,713 | 19,713 | ||||
Ending balance at Sep. 30, 2021 | 174,094 | $ 1,410 | $ (10,813) | 0 | 193,518 | (10,021) |
Ending balance, shares at Sep. 30, 2021 | 141,015,213 | 950,214 | ||||
Beginning balance at Jun. 30, 2021 | 162,624 | $ 1,410 | $ (10,813) | 190,944 | (18,917) | |
Beginning balance, shares at Jun. 30, 2021 | 141,015,213 | 950,214 | ||||
Net income (loss) | 8,896 | 8,896 | ||||
Stock-based compensation | 2,574 | 2,574 | ||||
Ending balance at Sep. 30, 2021 | 174,094 | $ 1,410 | $ (10,813) | $ 0 | 193,518 | (10,021) |
Ending balance, shares at Sep. 30, 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 | ||||
Vesting of stock awards , shares | 275,535 | |||||
Treasury stock | (91) | $ (91) | ||||
Treasury stock, shares | 9,130 | |||||
Net income (loss) | 29,224 | 29,224 | ||||
Stock-based compensation | 7,382 | 7,382 | ||||
Ending balance at Sep. 30, 2022 | 218,808 | $ 1,410 | $ (10,904) | 203,606 | 24,696 | |
Ending balance, shares at Sep. 30, 2022 | 141,290,748 | 959,344 | ||||
Beginning balance at Jun. 30, 2022 | 204,870 | $ 1,410 | $ (10,904) | 200,855 | 13,509 | |
Beginning balance, shares at Jun. 30, 2022 | 141,290,748 | 959,344 | ||||
Net income (loss) | 11,187 | 11,187 | ||||
Stock-based compensation | 2,751 | 2,751 | ||||
Ending balance at Sep. 30, 2022 | $ 218,808 | $ 1,410 | $ (10,904) | $ 203,606 | $ 24,696 | |
Ending balance, shares at Sep. 30, 2022 | 141,290,748 | 959,344 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||||
Net income (loss) | $ 11,187 | $ 8,896 | $ 29,224 | $ (10,021) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Depreciation, depletion and amortization | 15,453 | 17,062 | |||
Provision for deferred income taxes | 6,002 | 1,124 | |||
Stock-based compensation | 7,382 | 19,713 | |||
Derivative mark-to-market adjustments and settlements | (1,359) | (1,011) | |||
Gain on property insurance proceeds | (313) | (238) | |||
Earn out increase (decrease) | 1,122 | (694) | |||
Net (gain) loss on sale of assets | (250) | 822 | |||
Accretion of asset retirement obligations | 174 | 304 | $ (160) | ||
Amortization of debt issuance costs | 102 | 123 | 314 | 395 | |
Impairment loss | 2,393 | 626 | |||
Accounts and other receivables and other current assets | (5,252) | (7,272) | |||
Accounts payable and other accrued expenses | 4,919 | 488 | |||
Net cash provided by operating activities | 59,809 | 21,298 | |||
Cash flows from investing activities | |||||
Capital expenditures | (12,750) | (7,702) | |||
Asset acquisition | 0 | (4,142) | |||
Cash collateral deposits | 79 | 118 | |||
Proceeds from sale of assets | 1,088 | 74 | |||
Proceeds from insurance recovery | 313 | 238 | |||
Net cash used in investing activities | (11,270) | (11,414) | |||
Cash flows from financing activities: | |||||
Repayments of long-term debt | (6,000) | (7,500) | |||
Proceeds from initial public offering | 0 | 15,593 | |||
Treasury stock purchase | (91) | (10,813) | |||
Loan to Montauk Holdings Limited | 0 | (7,140) | |||
Finance lease payments | (15) | 0 | |||
Net cash used in financing activities | (6,106) | (9,860) | |||
Net increase (decrease) in cash and cash equivalents and restricted cash | 42,433 | 24 | |||
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 | 96,045 | 21,583 | 96,045 | 21,583 | 53,612 |
Reconciliation of cash, cash equivalents, and restricted cash at end of year: | |||||
Cash and cash equivalents | 95,619 | 20,892 | 95,619 | 20,892 | 53,266 |
Restricted cash and cash equivalents - current | 19 | 118 | 19 | 118 | |
Restricted cash and cash equivalents - non-current | 407 | 573 | 407 | 573 | 328 |
Reconciliation of cash, cash equivalents, and restricted cash at end of year | $ 96,045 | $ 21,583 | $ 96,045 | $ 21,583 | $ 53,612 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 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 sales of captured gas and sales 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 a 60% greenhouse gas reduction requirement) RIN. The RINs are compliance units for fuel blenders that were created by the RFS program in order to reduce greenhouse gases and imported petroleum into the United States. 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 sale 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 The Company has not experienced any material disruptions in its ability to continue business operations nor did the Company experience material negative impacts to the 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 | 9 Months Ended |
Sep. 30, 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 As discussed in Note 1, as a result of the Reorganization Transactions, the Company acquired the assets and entities (excluding Montauk USA) that were previously owned by MNK. As part of the Reorganization Transactions, a 1:1 pro rata distribution of shares of the Company’s common stock was made to holders of MNK’s ordinary shares. This pro rata distribution resulted in the ownership of the Company after the Reorganization Transactions being identical to the ownership of MNK prior to the Reorganization Transactions and was therefore akin to a common control transaction. All members’ equity in the financial statements and notes have been retrospectively adjusted to give effect to the 1:1 distribution ratio, as if such pro rata distribution occurred as of all pre-IPO 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 expens e ng . os Equity-Based Compensation The Company accounts for equity-based compensation under the provisions of Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation Recently Issued Accounting Standards In September 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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) 815-40) In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) |
Asset Impairment
Asset Impairment | 9 Months Ended |
Sep. 30, 2022 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment | NOTE 3 – ASSET IMPAIRMENT The Company recorded $2,273 and $0 in impairment losses for the three months ended September 30, 2022 and 2021, respectively and $2,393 and $626 for the nine months ended September 30, 2022 and 2021, respectively. The 2022 impairment primarily related to a REG site ($2,133) wherein the forecasted future cash flows did not exceed the carrying value of the site’s long lived assets. Additional |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2022 and 2021: Three months ended September 30, 2022 Goods Goods Total Major goods/Service line: Natural gas commodity $ 197 $ 15,770 $ 15,967 Natural gas environmental attributes 38,264 — 38,264 Electric commodity — 2,736 2,736 Electric environmental attributes 1,727 — 1,727 $ 40,188 $ 18,506 $ 58,694 Operating segment: RNG $ 38,461 $ 15,770 $ 54,231 REG 1,727 2,736 4,463 $ 40,188 $ 18,506 $ 58,694 Three months ended September 30, Goods Goods Total Major goods/Service line: Natural gas commodity $ 2,983 $ 8,570 $ 11,553 Natural gas environmental attributes 24,223 — 24,223 Electric commodity — 2,305 2,305 Electric environmental attributes 1,668 — 1,668 $ 28,874 $ 10,875 $ 39,749 Operating Segment: RNG $ 27,206 $ 8,570 $ 35,776 REG 1,668 2,305 3,973 $ 28,874 $ 10,875 $ 39,749 Nine months ended September 30, 2022 Goods Goods Total Major goods/Service line: Natural gas commodity $ 1,852 $ 39,896 $ 41,748 Natural gas environmental attributes 109,620 — 109,620 Electric commodity — 7,768 7,768 Electric environmental attributes 5,092 — 5,092 $ 116,564 $ 47,664 $ 164,228 Operating Segment: RNG $ 111,472 $ 39,896 $ 151,368 REG 5,092 7,768 12,860 $ 116,564 $ 47,664 $ 164,228 Nine months ended September 30, 2021 Goods Goods Total Major goods/Service line: Natural gas commodity $ 13,293 $ 21,620 $ 34,913 Natural gas environmental attributes 56,297 — 56,297 Electric commodity — 7,150 7,150 Electric environmental attributes 4,512 — 4,512 $ 74,102 $ 28,770 $ 102,872 Operating Segment: RNG $ 69,590 $ 21,620 $ 91,210 REG 4,512 7,150 11,662 $ 74,102 $ 28,770 $ 102,872 |
Accounts and Other Receivables
Accounts and Other Receivables | 9 Months Ended |
Sep. 30, 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. For the three and nine months ended September 30, 2022 and 2021, there were no reserves for uncollectible accounts. Accounts and other receivables consist of the following as of September 30, 2022 and December 31, 2021: September 30, December, 31 Accounts receivables $ 12,204 $ 9,281 Other receivables 56 26 Reimbursable expenses 4 31 Accounts and other receivables $ 12,264 $ 9,338 |
Assets Held For Sale
Assets Held For Sale | 9 Months Ended |
Sep. 30, 2022 | |
Asset Held For Sale [Abstract] | |
Assets 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 $777 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 $1,088. A $311 gain on sale of intangible assets was recorded for the nine months ended September 30, 2022. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 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 September 30, 2022 and December 31, 2021: September 30, December 31, Land $ 595 $ 595 Buildings and improvements 29,081 28,693 Machinery and equipment 244,990 246,670 Gas mineral rights 34,526 34,551 Construction work in progress 17,043 12,725 Total 326,235 323,234 Less: Accumulated depreciation and amortization (152,267 ) (142,341 ) Property, plant & equipment, net $ 173,968 $ 180,893 Depreciation expense for property plant and equipment was $4,808 and $4,839 for the three months ended September 30, 2022 and 2021, respectively, and $14,407 and $14,637 for the nine months ended September 30, 2022 and 2021, respectively. Amortization expense for gas mineral rights was $129 and $446 for the three months ended September 30, 2022 and 2021, respectively, and $385 and $1,382 for the nine months ended September 30, 2022 and 2021, respectively. During the third quarter of 2022, the company performed a recoverability test for one REG site when it was determined that it was more likely than not the carrying value of the long-lived assets would not be recoverable. The results of the testing indicated that the site had carrying values in excess of the asset group’s fair value. As a result of the analysis, the company recorded an impairment totaling $2,089 in property, plant and equipment for the three and nine months ended September 30, ($191) and miscellaneous capital assets no longer in use under current operations ($42). In 2021, a |
Goodwill And Intangible Assets,
Goodwill And Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets, Net | NOTE 8 – GOODWILL AND INTANGIBLE ASSETS, NET Goodwill and Intangible assets consist of the following as of September 30, 2022 and December 31, 2021: September 30, December 31, Goodwill $ 60 $ 60 Intangible assets with indefinite lives: Land use rights 329 329 Intangible assets with finite lives: Interconnections, net of accumulated amortization of $2,921 and $3,034 $ 11,871 $ 12,526 Customer contracts, net of accumulated amortization of $16,964 and $17,085 $ 3,637 $ 1,198 Total intangible assets with finite lives: $ 15,508 $ 13,724 Total Goodwill and Intangible assets $ 15,897 $ 14,113 The weighted average remaining useful life of the customer contracts and interconnection is approximately 16 years for both intangible classes. Amortization expense was $230 and $381 for the three months ended September 30, 2022 and 2021, respectively, and $661 and $1,043 for the nine months ended September 30, 2022 and 2021, respectively. Impairments related to intangibles totaled $71 for the nine months ended September 30, 2022 , including $44 related to one REG site discussed in note 7 and $27 related to an RNG site associated with the early termination of a customer contract. |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 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 September 30, 2022 and December 31, 2021: Nine months ended Year ended Asset retirement obligations - beginning of period $ 5,301 $ 5,689 Accretion expense 174 (160 ) Decommissioning (78 ) (228 ) Asset retirement obligations - end of period $ 5,397 $ 5,301 |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2022 and 2021: Three months ended Derivative Instrument September 30, September 30, Commodity contracts: Realized natural gas $ (3,201 ) $ — Unrealized natural gas 367 — Interest rate swaps 1,149 287 Net gain (loss) $ (1,685 ) $ 287 Nine months ended Derivative Instrument September 30, September 30, Commodity contracts: Realized natural gas $ (6,872 ) $ — Unrealized natural gas (1,440 ) — Interest rate swaps 2,799 1,011 Net gain (loss) $ (5,513 ) $ 1,011 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 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 September 30, 2022 and December 31, 2021, set forth by level, within the fair value hierarchy: September 30, 2022 Level 1 Level 2 Level 3 Total Commodity derivative liability $ (1,440 ) — — $ (1,440 ) Interest rate swap derivative asset — 1,962 — 1,962 Asset retirement obligations — — (5,397 ) (5,397 ) Earn-out — — (3,843 ) (3,843 ) $ (1,440 ) $ 1,962 $ (9,240 ) $ (8,718 ) 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 nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | NOTE 12 – ACCRUED LIABILITIES The Company’s accrued liabilities consists of the following as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Accrued expenses $ 5,454 $ 3,551 Payroll and related benefits 2,498 1,239 Royalty 6,796 4,630 Utility 1,569 1,274 Other 926 129 Accrued liabilities $ 17,243 $ 10,823 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 13 – DEBT The Company’s debt consists of the following as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Term loans $ 74,000 $ 80,000 Less: current principal maturities (8,000 ) (8,000 ) Less: debt issuance costs (on long-term debt) (515 ) (608 ) Long-term debt $ 65,485 $ 71,392 Current portion of long- term debt 7,854 7,815 $ 73,339 $ 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) replaced 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 to the Credit Agreement (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 Credit 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 $80,000 term loan and a $120,000 revolving credit facility. The term loan amortizes in quarterly installments of $2,000 through 2024, then increases to $3,000 from 2025 to 2026, with a final payment of $32,000 in late 2026. As of September 30, 2022, $74,000 was outstanding under the term loan. In addition, the Company had $3,905 of outstanding letters of credit as of September 30, 2022. Amounts available under the revolving credit facility are reduced by any amounts outstanding under letters of credit. As of September 30, 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 September 30, 2022 and December 31, 2021 were 3.28% and 2.91%, respectively. The Company accounted for the Fourth Amendment as both a debt modification and debt extinguishment in accordance with ASC 470, Debt As of September 30, 2022, the Company was in compliance with all applicable financial covenants under the Credit Agreement. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 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 September 30, 2021. Three Months Ended September 30, 2022 September 30, 2021 Provision (benefit) for income taxes $ 2,540 $ (3,481 ) Effective tax rate 19 % (64 )% Nine Months Ended September 30, 2022 September 30, 2021 Provision for income taxes $ 6,847 $ 1,286 Effective tax rate 19 % (15 )% The effective tax rate of 19% for the three months ended September 30, 2022 was higher than the rate for the three months ended September 30, 2021 of (64)% primarily due to the current year permanent disallowance of officers’ compensation being less than the prior year permanent disallowance of officers’ compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The effective tax rate of 19% for the nine months ended September 30, 2022 was higher than the effective rate for the nine months ended September 30, 2021 of (15)% primarily due to the use of year to date pre-tax |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 In connection with a May 2021 asset acquisition, 1,250,000 restricted stock awards (“RS Awards”) were granted to two employees that were hired by the Company in connection with such acquisition. The RS Awards were to vest over a five-year period and subject to the achievement of time and performance-based vesting criteria over such period. In May 2022, the RS Awards were amended to remove the performance-based vesting criteria and will only be subject to time-based vesting requirements over a five-year period. The awards were revalued at $15,500. Stock compensation expense related to the two awards were $1,227 and 1,636 for the three and nine months ended September 30, 2022, respectively. The amended awards vest through 2026. As of September 30, 2022, unrecognized MRI EICP compensation expense for awards the Company expects to vest approximated $20,381 and will be recognized though 2026 for all awards granted under the MRI EICP. Restricted stock, restricted stock unit and option awards are subject to various vesting schedules and are subject to the terms and conditions of the MRI EICP and related award agreements including, in the case of the restricted stock awards granted in January 2021, each officer having made an election under Section 83(b) of the Code. The Company recorded $10,813 of compensation expense in its condensed consolidated statements of operations within general and administrative expenses for the nine months ended September 30, 2021 in connection with the withheld 950,214 shares associated with the Section 83(b) elections associated with the January 2021 restricted stock awards. 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 September 30, 2022 and September 30, 2021, respectively: Restricted Shares Restricted Stock Units Options Number of Weighted Average Number Weighted Average 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 1,250,000 12.40 — — — — Vested (256,681 ) 11.38 (27,984 ) 11.38 (950,214 ) 11.38 Forfeited (1,250,000 ) 9.04 — — — — End of period – September 30, 2022 2,312,932 $ 11.75 350,000 $ 10.13 — $ — 950,214 options vested for the three and nine months ended September 30, 2022. None of the 950,214 vested options were exercised during either the three or nine months ended September 30, 2022. Restricted Shares Restricted Stock Units Options Number of Weighted Average Number Weighted Average Number Weighted Average End of period - December 31, 2020 — $ — — $ — — $ — Beginning of period - January 1, 2021 — $ — — $ — — $ — Granted 3,519,827 10.43 29,304 11.38 950,214 11.38 Vested (950,214 ) 11.38 — — — — Forfeited — — (1,056 ) 11.38 — — Exercised — — — — — — End of period – September 30, 2021 2,569,613 $ 10.08 28,248 $ 11.38 950,214 $ 11.38 |
Defined Contribution Plan
Defined Contribution Plan | 9 Months Ended |
Sep. 30, 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 $166 and $145 for the three months ended September 30, 2022 and 2021, respectively, and $519 and $414 for the nine months ended September 30, 2022 and 2021, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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 of $5,000 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 $8,940, 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 of 800,000 shares of the Company owned by MNK and require MNK to use the proceeds of any sale of such shares to repay the Amended Promissory Note. The Amended Promissory Note also includes default provisions in which MNK may deliver any unsold shares of the Company back to Montauk Renewables to satisfy repayment of the note, subject to compliance with the laws and regulations of South Africa. The Amended Promissory Note matures on December 31, 2022. Under applicable guidance for variable interest entities in ASC 810, Consolidation, 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 $4 and $134 for the three months ended September 30, 2022 and 2021, respectively, and $12 and $863 for the nine months ended September 30, 2022 and 2021, respectively. $52 and $0 were owed as of September 30, 2022 and December 31, 2021, respectively. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 18 – SEGMENT INFORMATION The Company’s reportable segments for the three and nine months ended September 30, 2022 and 2021 are Renewable Natural Ga s , Generation and Corporate. Renewable Natural biogas-to-electricity Three Months Ended September 30, 2022 RNG REG Corporate Total Total revenue $ 54,343 $ 4,351 $ (2,834 ) $ 55,860 Net income (loss) 26,841 (1,689 ) (13,965 ) 11,187 EBITDA (1) 30,572 (326 ) (11,316 ) 18,930 Adjusted EBITDA (1) 30,615 1,807 (11,543 ) 20,879 Total assets 152,113 53,303 118,527 323,943 Capital expenditures 6,225 1,061 315 7,601 (1) Third quarter of 2022 EBITDA and Adjusted EBITDA Reconciliations The following table is a reconciliation of the Company’s reportable segments’ net income (loss) from continuing operations to Adjusted EBITDA for the three months ended September 30, 2022: Three Months Ended September 30, 2022 RNG REG Corporate Total Net income (loss) $ 26,841 $ (1,689 ) $ (13,965 ) $ 11,187 Depreciation and amortization 3,731 1,363 73 5,167 Interest expense — — 36 36 Income tax expense — — 2,540 2,540 EBITDA $ 30,572 $ (326 ) $ (11,316 ) $ 18,930 Net loss on sale of assets 43 — — 43 Impairment loss — 2,133 140 2,273 Unrealized gains on hedging activities — — (367 ) (367 ) Adjusted EBITDA $ 30,615 $ 1,807 $ (11,543 ) $ 20,879 Three Months Ended September 30, 2021 RNG REG Corporate Total Total revenue $ 35,002 $ 3,872 $ 875 $ 39,749 Net income (loss) 15,071 (1,379 ) (4,796 ) 8,896 EBITDA (1) 19,358 (44 ) (7,536 ) 11,778 Adjusted EBITDA (1) 20,180 (24 ) (7,324 ) 12,832 Total assets 153,108 53,711 52,926 259,745 Capital expenditures 1,864 1,321 49 3,234 (1) Third quarter of 2021 EBITDA and Adjusted EBITDA Reconciliations The following table is a reconciliation of the Company’s reportable segments’ net income (loss) from continuing operations to Adjusted EBITDA for the three months ended September 30, 2021: Three Months Ended September 30, 2021 RNG REG Corporate Total Net income (loss) $ 15,071 $ (1,379 ) $ (4,796 ) $ 8,896 Depreciation and amortization 4,287 1,335 44 5,666 Interest expense — — 697 697 Income tax benefit — — (3,481 ) (3,481 ) EBITDA $ 19,358 $ (44 ) $ (7,536 ) $ 11,778 Net loss sale of assets 822 — — 822 Transaction costs — 20 212 232 Adjusted EBITDA $ 20,180 $ (24 ) $ (7,324 ) $ 12,832 For the three months ended September 30, 2022 and 2021, two and three customers, respectively, made up greater than 10% of total revenues. Three Months Ended September 30, 2022 RNG REG Corporate Total Customer A 43.9 % — — 43.9 % Customer B 12.4 % — — 12.4 % Three Months Ended September 30, 2021 RNG REG Corporate Total Customer A 19.6 % — — 19.6 % Customer B 15.4 % — — 15.4 % Customer C 11.4 % — — 11.4 % The Company’s reportable segments for the nine months ended September 30, 2022 and 2021 are Renewable Natural Gas and Renewable Electricity Generation. Nine Months Ended September 30, 2022 RNG REG Corporate Total Total revenue $ 151,577 $ 12,651 $ (8,312 ) $ 155,916 Net income (loss) 75,021 (4,284 ) (41,513 ) 29,224 EBITDA (1) 86,109 (126 ) (34,120 ) 51,863 Adjusted EBITDA (1) 86,197 1,738 (32,457 ) 55,478 Total assets 152,113 53,303 118,527 323,943 Capital expenditures 10,039 2,390 321 12,750 (1) First nine months of 2022 EBITDA and Adjusted EBITDA Reconciliations The following table is a reconciliation of the Company’s reportable segments’ net income (loss) from continuing operations to Adjusted EBITDA for the nine months ended September 30, 2022: Nine Months Ended September 30, 2022 RNG REG Corporate Total Net Income (loss) $ 75,021 $ (4,284 ) $ (41,513 ) $ 29,224 Depreciation and amortization 11,088 4,158 207 15,453 Interest expense — — 339 339 Income tax expense — — 6,847 6,847 EBITDA $ 86,109 $ (126 ) $ (34,120 ) $ 51,863 Net loss (gain) sale of assets 61 (311 ) — (250 ) Impairment loss 27 2,175 191 2,393 Unrealized losses on hedging activities — — 1,440 1,440 Transaction costs — — 32 32 Adjusted EBITDA $ 86,197 $ 1,738 $ (32,457 ) $ 55,478 Nine Months Ended September 30, 2021 RNG REG Corporate Total Total revenue $ 90,707 $ 11,290 $ 875 $ 102,872 Net income (loss) 33,205 (3,647 ) (39,579 ) (10,021 ) EBITDA (1) 45,991 498 (36,098 ) 10,391 Adjusted EBITDA (1) 46,813 1,144 (35,761 ) 12,196 Total assets 153,108 53,711 52,926 259,745 Capital expenditures 5,883 1,770 49 7,702 (2) First nine months of 2021 EBITDA and Adjusted EBITDA Reconciliations The following table is a reconciliation of the Company’s reportable segments’ net income (loss) from continuing operations to Adjusted EBITDA for the nine months ended September 30, 2021: Nine Months Ended September 30, 2021 RNG REG Corporate Total Net income (loss) $ 33,205 $ (3,647 ) $ (39,579 ) $ (10,021 ) Depreciation and amortization 12,786 4,143 133 17,062 Interest expense — — 2,064 2,064 Income tax expense — 2 1,284 1,286 EBITDA $ 45,991 $ 498 $ (36,098 ) $ 10,391 Net loss sale of assets 822 — — 822 Impairment loss — 626 — 626 Transaction costs — 20 337 357 Adjusted EBITDA $ 46,813 $ 1,144 $ (35,761 ) $ 12,196 For the nine months ended September 30, 2022 and 2021, two and five customers, respectively, made up greater than 10% of total revenues. Nine Months Ended September 30, 2022 RNG REG Corporate Total Customer A 31.6 % — — 31.6 % Customer B 13.2 % — — 13.2 % Nine Months Ended September 30, 2021 RNG REG Corporate Total Customer A 12.8 % — — 12.8 % Customer B 12.4 % — — 12.4 % Customer C 11.3 % — — 11.3 % Customer D 10.5 % — — 10.5 % Customer E — 10.2 % — 10.2 % |
Leases
Leases | 9 Months Ended |
Sep. 30, 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 2027. 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. Office space and office equipment agreements that exceed 12 months are accounted for as operating leases in accordance with ASC 842, Lease Accounting The Company also leases safety equipment for the various operational sites in the United States. The term of certain equipment exceeds twelve months and is accordingly classified as a finance lease under ASC 842. The finance leases expire in 2024 and were entered into in order to provide a safe work environment for operational employees. 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 and finance 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 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 83 $ 76 Weighted average remaining lease term (in years) 1.50 1.83 Weighted average discount rate 5.00 % 5.00 % Nine months ended 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 282 $ 227 Weighted average remaining lease term (in years) 1.50 1.83 Weighted average discount rate 5.00 % 5.00 % Future minimum operating lease payments are as follows: Year Ending Remainder of 2022 $ 83 2023 11 2024 5 2025 4 2026 4 2027 1 Interest (3 ) Total $ 105 Supplemental information related to finance lease arrangements was as follows: Three months ended 2022 2021 Cash paid for amounts included in the measurement of financing lease liabilities $ 12 $ — Weighted average remaining lease term (in years) 1.58 — Weighted average discount rate 5.00 % — Nine months ended 2022 2021 Cash paid for amounts included in the measurement of finance lease liabilities $ 18 — Weighted average remaining lease term (in years) 1.58 — Weighted average discount rate 5.00 % — Future minimum finance lease payments are as follows: Year Ending Remainder of 2022 $ 18 2023 75 2024 23 Interest (5 ) Total $ 111 |
Income (loss) per share
Income (loss) per share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Income (loss) per share | NOTE 20 – INCOME (LOSS) PER SHARE Basic and diluted income (loss) per share was computed using the following common share data for the three and nine months ended September 30, 2022: Three months ended Three months ended Net income $ 11,187 $ 8,896 Basic weighted-average shares outstanding 141,290,748 141,015,213 Dilutive effect of share-based awards 1,431,648 32,793 Diluted weighted-average shares outstanding 142,722,396 141,048,006 Basic income per share $ 0.08 $ 0.06 Diluted income per share $ 0.08 $ 0.06 Nine months ended Nine months ended Net income (loss) $ 29,224 $ (10,021 ) Basic weighted-average shares outstanding 141,156,126 141,015,213 Dilutive effect of share-based awards 1,471,585 — Diluted weighted-average shares outstanding 142,627,711 141,015,213 Basic income (loss) per share $ 0.21 $ (0.07 ) Diluted income (loss) per share $ 0.20 $ (0.07 ) As a result of incurring a net loss for the nine months ended September 30, 2021, 493,166 potential anti-dilutive common shares were excluded from the above earnings per share calculation. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 21 – SUBSEQUENT EVENTS The Company evaluated its September 30, 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) | 9 Months Ended |
Sep. 30, 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 | Retrospective Presentation As discussed in Note 1, as a result of the Reorganization Transactions, the Company acquired the assets and entities (excluding Montauk USA) that were previously owned by MNK. As part of the Reorganization Transactions, a 1:1 pro rata distribution of shares of the Company’s common stock was made to holders of MNK’s ordinary shares. This pro rata distribution resulted in the ownership of the Company after the Reorganization Transactions being identical to the ownership of MNK prior to the Reorganization Transactions and was therefore akin to a common control transaction. All members’ equity in the financial statements and notes have been retrospectively adjusted to give effect to the 1:1 distribution ratio, as if such pro rata distribution occurred as of all pre-IPO |
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 expens e ng . os |
Equity-Based Compensation | Equity-Based Compensation The Company accounts for equity-based compensation under the provisions of Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In September 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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) 815-40) 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) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2022 and 2021: Three months ended September 30, 2022 Goods Goods Total Major goods/Service line: Natural gas commodity $ 197 $ 15,770 $ 15,967 Natural gas environmental attributes 38,264 — 38,264 Electric commodity — 2,736 2,736 Electric environmental attributes 1,727 — 1,727 $ 40,188 $ 18,506 $ 58,694 Operating segment: RNG $ 38,461 $ 15,770 $ 54,231 REG 1,727 2,736 4,463 $ 40,188 $ 18,506 $ 58,694 Three months ended September 30, Goods Goods Total Major goods/Service line: Natural gas commodity $ 2,983 $ 8,570 $ 11,553 Natural gas environmental attributes 24,223 — 24,223 Electric commodity — 2,305 2,305 Electric environmental attributes 1,668 — 1,668 $ 28,874 $ 10,875 $ 39,749 Operating Segment: RNG $ 27,206 $ 8,570 $ 35,776 REG 1,668 2,305 3,973 $ 28,874 $ 10,875 $ 39,749 Nine months ended September 30, 2022 Goods Goods Total Major goods/Service line: Natural gas commodity $ 1,852 $ 39,896 $ 41,748 Natural gas environmental attributes 109,620 — 109,620 Electric commodity — 7,768 7,768 Electric environmental attributes 5,092 — 5,092 $ 116,564 $ 47,664 $ 164,228 Operating Segment: RNG $ 111,472 $ 39,896 $ 151,368 REG 5,092 7,768 12,860 $ 116,564 $ 47,664 $ 164,228 Nine months ended September 30, 2021 Goods Goods Total Major goods/Service line: Natural gas commodity $ 13,293 $ 21,620 $ 34,913 Natural gas environmental attributes 56,297 — 56,297 Electric commodity — 7,150 7,150 Electric environmental attributes 4,512 — 4,512 $ 74,102 $ 28,770 $ 102,872 Operating Segment: RNG $ 69,590 $ 21,620 $ 91,210 REG 4,512 7,150 11,662 $ 74,102 $ 28,770 $ 102,872 |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables, Net, Current [Abstract] | |
Schedule of Accounts and Other Receivables | Accounts and other receivables consist of the following as of September 30, 2022 and December 31, 2021: September 30, December, 31 Accounts receivables $ 12,204 $ 9,281 Other receivables 56 26 Reimbursable expenses 4 31 Accounts and other receivables $ 12,264 $ 9,338 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property Plant and Equipment | Property, plant and equipment consists of the following as of September 30, 2022 and December 31, 2021: September 30, December 31, Land $ 595 $ 595 Buildings and improvements 29,081 28,693 Machinery and equipment 244,990 246,670 Gas mineral rights 34,526 34,551 Construction work in progress 17,043 12,725 Total 326,235 323,234 Less: Accumulated depreciation and amortization (152,267 ) (142,341 ) Property, plant & equipment, net $ 173,968 $ 180,893 |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
schedule of Intangible Assets | Goodwill and Intangible assets consist of the following as of September 30, 2022 and December 31, 2021: September 30, December 31, Goodwill $ 60 $ 60 Intangible assets with indefinite lives: Land use rights 329 329 Intangible assets with finite lives: Interconnections, net of accumulated amortization of $2,921 and $3,034 $ 11,871 $ 12,526 Customer contracts, net of accumulated amortization of $16,964 and $17,085 $ 3,637 $ 1,198 Total intangible assets with finite lives: $ 15,508 $ 13,724 Total Goodwill and Intangible assets $ 15,897 $ 14,113 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2022 and December 31, 2021: Nine months ended Year ended Asset retirement obligations - beginning of period $ 5,301 $ 5,689 Accretion expense 174 (160 ) Decommissioning (78 ) (228 ) Asset retirement obligations - end of period $ 5,397 $ 5,301 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2022 and 2021: Three months ended Derivative Instrument September 30, September 30, Commodity contracts: Realized natural gas $ (3,201 ) $ — Unrealized natural gas 367 — Interest rate swaps 1,149 287 Net gain (loss) $ (1,685 ) $ 287 Nine months ended Derivative Instrument September 30, September 30, Commodity contracts: Realized natural gas $ (6,872 ) $ — Unrealized natural gas (1,440 ) — Interest rate swaps 2,799 1,011 Net gain (loss) $ (5,513 ) $ 1,011 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2022 and December 31, 2021, set forth by level, within the fair value hierarchy: September 30, 2022 Level 1 Level 2 Level 3 Total Commodity derivative liability $ (1,440 ) — — $ (1,440 ) Interest rate swap derivative asset — 1,962 — 1,962 Asset retirement obligations — — (5,397 ) (5,397 ) Earn-out — — (3,843 ) (3,843 ) $ (1,440 ) $ 1,962 $ (9,240 ) $ (8,718 ) 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) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | The Company’s accrued liabilities consists of the following as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Accrued expenses $ 5,454 $ 3,551 Payroll and related benefits 2,498 1,239 Royalty 6,796 4,630 Utility 1,569 1,274 Other 926 129 Accrued liabilities $ 17,243 $ 10,823 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Company Debt | The Company’s debt consists of the following as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Term loans $ 74,000 $ 80,000 Less: current principal maturities (8,000 ) (8,000 ) Less: debt issuance costs (on long-term debt) (515 ) (608 ) Long-term debt $ 65,485 $ 71,392 Current portion of long- term debt 7,854 7,815 $ 73,339 $ 79,207 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Three Months Ended September 30, 2022 September 30, 2021 Provision (benefit) for income taxes $ 2,540 $ (3,481 ) Effective tax rate 19 % (64 )% Nine Months Ended September 30, 2022 September 30, 2021 Provision for income taxes $ 6,847 $ 1,286 Effective tax rate 19 % (15 )% |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2022 and September 30, 2021, respectively: Restricted Shares Restricted Stock Units Options Number of Weighted Average Number Weighted Average 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 1,250,000 12.40 — — — — Vested (256,681 ) 11.38 (27,984 ) 11.38 (950,214 ) 11.38 Forfeited (1,250,000 ) 9.04 — — — — End of period – September 30, 2022 2,312,932 $ 11.75 350,000 $ 10.13 — $ — Restricted Shares Restricted Stock Units Options Number of Weighted Average Number Weighted Average Number Weighted Average End of period - December 31, 2020 — $ — — $ — — $ — Beginning of period - January 1, 2021 — $ — — $ — — $ — Granted 3,519,827 10.43 29,304 11.38 950,214 11.38 Vested (950,214 ) 11.38 — — — — Forfeited — — (1,056 ) 11.38 — — Exercised — — — — — — End of period – September 30, 2021 2,569,613 $ 10.08 28,248 $ 11.38 950,214 $ 11.38 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2022 RNG REG Corporate Total Total revenue $ 54,343 $ 4,351 $ (2,834 ) $ 55,860 Net income (loss) 26,841 (1,689 ) (13,965 ) 11,187 EBITDA (1) 30,572 (326 ) (11,316 ) 18,930 Adjusted EBITDA (1) 30,615 1,807 (11,543 ) 20,879 Total assets 152,113 53,303 118,527 323,943 Capital expenditures 6,225 1,061 315 7,601 (1) Third quarter of 2022 EBITDA and Adjusted EBITDA Reconciliations The following table is a reconciliation of the Company’s reportable segments’ net income (loss) from continuing operations to Adjusted EBITDA for the three months ended September 30, 2022: Three Months Ended September 30, 2022 RNG REG Corporate Total Net income (loss) $ 26,841 $ (1,689 ) $ (13,965 ) $ 11,187 Depreciation and amortization 3,731 1,363 73 5,167 Interest expense — — 36 36 Income tax expense — — 2,540 2,540 EBITDA $ 30,572 $ (326 ) $ (11,316 ) $ 18,930 Net loss on sale of assets 43 — — 43 Impairment loss — 2,133 140 2,273 Unrealized gains on hedging activities — — (367 ) (367 ) Adjusted EBITDA $ 30,615 $ 1,807 $ (11,543 ) $ 20,879 Three Months Ended September 30, 2021 RNG REG Corporate Total Total revenue $ 35,002 $ 3,872 $ 875 $ 39,749 Net income (loss) 15,071 (1,379 ) (4,796 ) 8,896 EBITDA (1) 19,358 (44 ) (7,536 ) 11,778 Adjusted EBITDA (1) 20,180 (24 ) (7,324 ) 12,832 Total assets 153,108 53,711 52,926 259,745 Capital expenditures 1,864 1,321 49 3,234 (1) Third quarter of 2021 EBITDA and Adjusted EBITDA Reconciliations The following table is a reconciliation of the Company’s reportable segments’ net income (loss) from continuing operations to Adjusted EBITDA for the three months ended September 30, 2021: Three Months Ended September 30, 2021 RNG REG Corporate Total Net income (loss) $ 15,071 $ (1,379 ) $ (4,796 ) $ 8,896 Depreciation and amortization 4,287 1,335 44 5,666 Interest expense — — 697 697 Income tax benefit — — (3,481 ) (3,481 ) EBITDA $ 19,358 $ (44 ) $ (7,536 ) $ 11,778 Net loss sale of assets 822 — — 822 Transaction costs — 20 212 232 Adjusted EBITDA $ 20,180 $ (24 ) $ (7,324 ) $ 12,832 The Company’s reportable segments for the nine months ended September 30, 2022 and 2021 are Renewable Natural Gas and Renewable Electricity Generation. Nine Months Ended September 30, 2022 RNG REG Corporate Total Total revenue $ 151,577 $ 12,651 $ (8,312 ) $ 155,916 Net income (loss) 75,021 (4,284 ) (41,513 ) 29,224 EBITDA (1) 86,109 (126 ) (34,120 ) 51,863 Adjusted EBITDA (1) 86,197 1,738 (32,457 ) 55,478 Total assets 152,113 53,303 118,527 323,943 Capital expenditures 10,039 2,390 321 12,750 (1) First nine months of 2022 EBITDA and Adjusted EBITDA Reconciliations The following table is a reconciliation of the Company’s reportable segments’ net income (loss) from continuing operations to Adjusted EBITDA for the nine months ended September 30, 2022: Nine Months Ended September 30, 2022 RNG REG Corporate Total Net Income (loss) $ 75,021 $ (4,284 ) $ (41,513 ) $ 29,224 Depreciation and amortization 11,088 4,158 207 15,453 Interest expense — — 339 339 Income tax expense — — 6,847 6,847 EBITDA $ 86,109 $ (126 ) $ (34,120 ) $ 51,863 Net loss (gain) sale of assets 61 (311 ) — (250 ) Impairment loss 27 2,175 191 2,393 Unrealized losses on hedging activities — — 1,440 1,440 Transaction costs — — 32 32 Adjusted EBITDA $ 86,197 $ 1,738 $ (32,457 ) $ 55,478 Nine Months Ended September 30, 2021 RNG REG Corporate Total Total revenue $ 90,707 $ 11,290 $ 875 $ 102,872 Net income (loss) 33,205 (3,647 ) (39,579 ) (10,021 ) EBITDA (1) 45,991 498 (36,098 ) 10,391 Adjusted EBITDA (1) 46,813 1,144 (35,761 ) 12,196 Total assets 153,108 53,711 52,926 259,745 Capital expenditures 5,883 1,770 49 7,702 (2) First nine months of 2021 EBITDA and Adjusted EBITDA Reconciliations The following table is a reconciliation of the Company’s reportable segments’ net income (loss) from continuing operations to Adjusted EBITDA for the nine months ended September 30, 2021: Nine Months Ended September 30, 2021 RNG REG Corporate Total Net income (loss) $ 33,205 $ (3,647 ) $ (39,579 ) $ (10,021 ) Depreciation and amortization 12,786 4,143 133 17,062 Interest expense — — 2,064 2,064 Income tax expense — 2 1,284 1,286 EBITDA $ 45,991 $ 498 $ (36,098 ) $ 10,391 Net loss sale of assets 822 — — 822 Impairment loss — 626 — 626 Transaction costs — 20 337 357 Adjusted EBITDA $ 46,813 $ 1,144 $ (35,761 ) $ 12,196 |
Summary of Revenue by Major Customers | For the three months ended September 30, 2022 and 2021, two and three customers, respectively, made up greater than 10% of total revenues. Three Months Ended September 30, 2022 RNG REG Corporate Total Customer A 43.9 % — — 43.9 % Customer B 12.4 % — — 12.4 % Three Months Ended September 30, 2021 RNG REG Corporate Total Customer A 19.6 % — — 19.6 % Customer B 15.4 % — — 15.4 % Customer C 11.4 % — — 11.4 % For the nine months ended September 30, 2022 and 2021, two and five customers, respectively, made up greater than 10% of total revenues. Nine Months Ended September 30, 2022 RNG REG Corporate Total Customer A 31.6 % — — 31.6 % Customer B 13.2 % — — 13.2 % Nine Months Ended September 30, 2021 RNG REG Corporate Total Customer A 12.8 % — — 12.8 % Customer B 12.4 % — — 12.4 % Customer C 11.3 % — — 11.3 % Customer D 10.5 % — — 10.5 % Customer E — 10.2 % — 10.2 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Supplemental Information Related To Operating Leases | Supplemental information related to operating lease arrangements was as follows: Three months ended 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 83 $ 76 Weighted average remaining lease term (in years) 1.50 1.83 Weighted average discount rate 5.00 % 5.00 % Nine months ended 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 282 $ 227 Weighted average remaining lease term (in years) 1.50 1.83 Weighted average discount rate 5.00 % 5.00 % |
Summary of Future Minimum Operating Lease Payments | Future minimum operating lease payments are as follows: Year Ending Remainder of 2022 $ 83 2023 11 2024 5 2025 4 2026 4 2027 1 Interest (3 ) Total $ 105 |
Summary of Supplemental information Related To Finance Leases | Supplemental information related to finance lease arrangements was as follows: Three months ended 2022 2021 Cash paid for amounts included in the measurement of financing lease liabilities $ 12 $ — Weighted average remaining lease term (in years) 1.58 — Weighted average discount rate 5.00 % — Nine months ended 2022 2021 Cash paid for amounts included in the measurement of finance lease liabilities $ 18 — Weighted average remaining lease term (in years) 1.58 — Weighted average discount rate 5.00 % — |
Summary of Future Minimum Finance Lease Payments | Future minimum finance lease payments are as follows: Year Ending Remainder of 2022 $ 18 2023 75 2024 23 Interest (5 ) Total $ 111 |
Income (loss) per share (Tables
Income (loss) per share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic income (loss) per share | Basic and diluted income (loss) per share was computed using the following common share data for the three and nine months ended September 30, 2022: Three months ended Three months ended Net income $ 11,187 $ 8,896 Basic weighted-average shares outstanding 141,290,748 141,015,213 Dilutive effect of share-based awards 1,431,648 32,793 Diluted weighted-average shares outstanding 142,722,396 141,048,006 Basic income per share $ 0.08 $ 0.06 Diluted income per share $ 0.08 $ 0.06 Nine months ended Nine months ended Net income (loss) $ 29,224 $ (10,021 ) Basic weighted-average shares outstanding 141,156,126 141,015,213 Dilutive effect of share-based awards 1,471,585 — Diluted weighted-average shares outstanding 142,627,711 141,015,213 Basic income (loss) per share $ 0.21 $ (0.07 ) Diluted income (loss) per share $ 0.20 $ (0.07 ) |
Description of Business - Addit
Description of Business - Additional Information (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Jan. 26, 2021 USD ($) $ / shares shares | Sep. 30, 2022 | |
Number of years of experience | 30 years | |
Number of current operations | 15 | |
Percent of greenhouse gas reduction requirement | 60% | |
Sale of stock, Number of shares issued in transaction | shares | 2,702,500 | |
Sale of stock, price per share | $ / shares | $ 8.5 | |
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) | 9 Months Ended |
Sep. 30, 2022 ReportableSegments | |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Impairment loss | $ 2,273 | $ 0 | $ 2,393 | $ 626 |
Computer software and hardware [Member] | ||||
Impairment loss | (191) | |||
Customer Contracts [Member] | ||||
Impairment loss | (27) | |||
Miscellaneous capital assets [Member] | ||||
Impairment loss | (42) | |||
Renewable Electricity Generation Site [Member] | ||||
Impairment loss | $ (2,133) |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | $ 58,694 | $ 39,749 | $ 164,228 | $ 102,872 |
RNG [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 54,231 | 35,776 | 151,368 | 91,210 |
REG [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 4,463 | 3,973 | 12,860 | 11,662 |
Natural Gas Commodity [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 15,967 | 11,553 | 41,748 | 34,913 |
Natural Gas Environmental Attributes [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 38,264 | 24,223 | 109,620 | 56,297 |
Electric Commodity [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 2,736 | 2,305 | 7,768 | 7,150 |
Electric Environmental Attributes [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 1,727 | 1,668 | 5,092 | 4,512 |
Goods transferred at a point in time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 40,188 | 28,874 | 116,564 | 74,102 |
Goods transferred at a point in time [Member] | RNG [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 38,461 | 27,206 | 111,472 | 69,590 |
Goods transferred at a point in time [Member] | REG [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 1,727 | 1,668 | 5,092 | 4,512 |
Goods transferred at a point in time [Member] | Natural Gas Commodity [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 197 | 2,983 | 1,852 | 13,293 |
Goods transferred at a point in time [Member] | Natural Gas Environmental Attributes [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 38,264 | 24,223 | 109,620 | 56,297 |
Goods transferred at a point in time [Member] | Electric Environmental Attributes [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 1,727 | 1,668 | 5,092 | 4,512 |
Goods transferred over time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 18,506 | 10,875 | 47,664 | 28,770 |
Goods transferred over time [Member] | RNG [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 15,770 | 8,570 | 39,896 | 21,620 |
Goods transferred over time [Member] | REG [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 2,736 | 2,305 | 7,768 | 7,150 |
Goods transferred over time [Member] | Natural Gas Commodity [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | 15,770 | 8,570 | 39,896 | 21,620 |
Goods transferred over time [Member] | Electric Commodity [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from Contracts with Customers | $ 2,736 | $ 2,305 | $ 7,768 | $ 7,150 |
Accounts and Other Receivable_2
Accounts and Other Receivables - Schedule of Accounts and Other Receivables (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Receivables, Net, Current [Abstract] | ||
Accounts receivables | $ 12,204 | $ 9,281 |
Other receivables | 56 | 26 |
Reimbursable expenses | 4 | 31 |
Accounts and other receivables | $ 12,264 | $ 9,338 |
Accounts and Other Receivable_3
Accounts and Other Receivables - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 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 | 9 Months Ended | |
Sep. 30, 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 | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 326,235 | $ 323,234 |
Less: Accumulated depreciation and amortization | (152,267) | (142,341) |
Property, Plant & Equipment, Net | 173,968 | 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 | 29,081 | 28,693 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 244,990 | 246,670 |
Gas mineral rights [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 34,526 | 34,551 |
Construction work in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 17,043 | $ 12,725 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 4,808 | $ 4,839 | $ 14,407 | $ 14,637 |
Gas mineral rights [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Adjustment for amortization | 129 | $ 446 | 385 | $ 1,382 |
REG [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment asset, held-for-use | $ 2,089 | 2,089 | ||
Computer Software And Hardware [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment asset, held-for-use | 191 | |||
Miscellaneous Capital Assets [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment asset, held-for-use | 42 | |||
REG [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment asset, held-for-use | $ 626 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets, Net - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 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 | 15,508 | 13,724 |
Total Goodwill and Intangible Assets | 15,897 | 14,113 |
Interconnection [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets with finite lives | 11,871 | 12,526 |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets with finite lives | 3,637 | 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 | Sep. 30, 2022 | Dec. 31, 2021 |
Interconnection [Member] | ||
Schedule Of Intangible Assets And Goodwill [Line Items] | ||
Finite lived intangible assets accumulated amortization | $ 2,921 | $ 3,034 |
Customer Contracts [Member] | ||
Schedule Of Intangible Assets And Goodwill [Line Items] | ||
Finite lived intangible assets accumulated amortization | $ 16,964 | $ 17,085 |
Goodwill And Intangible Asset_5
Goodwill And Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 230 | $ 381 | $ 661 | $ 1,043 |
Impairment of intangible assets | 71 | |||
REG [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets | 44 | |||
RNG [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets | $ 27 | |||
Customer Contracts [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite lived intangible asset useful life | 16 years | |||
Interconnection [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite lived intangible asset useful life | 16 years |
Asset Retirement Obligations -
Asset Retirement Obligations - Summary of Activity Associated with Asset Retirement Obligations (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |||
Asset retirement obligations - beginning of period | $ 5,301 | $ 5,689 | $ 5,689 |
Accretion expense | 174 | $ 304 | (160) |
Decommissioning | (78) | (228) | |
Asset retirement obligations - end of period | $ 5,397 | $ 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative [Line Items] | ||||
Net gain (loss) | $ (1,685) | $ 287 | $ (5,513) | $ 1,011 |
Commodity Contract [Member] | Natural Gas and Natural Gas Liquids [Member] | Sales [Member] | ||||
Derivative [Line Items] | ||||
Net gain (loss) | (3,201) | 0 | (6,872) | 0 |
Commodity Contract [Member] | Natural Gas and Natural Gas Liquids [Member] | Other Income [Member] | ||||
Derivative [Line Items] | ||||
Net gain (loss) | 367 | 0 | (1,440) | 0 |
Interest Rate Swap [Member] | Interest Expense [Member] | ||||
Derivative [Line Items] | ||||
Net gain (loss) | $ 1,149 | $ 287 | $ 2,799 | $ 1,011 |
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 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Asset retirement obligations | $ (5,397) | $ (5,301) | $ (5,689) |
Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Commodity derivative liability | (1,440) | ||
Interest rate swap derivative asset | 1,962 | ||
Interest rate swap derivative liability | (839) | ||
Asset retirement obligations | (5,397) | (5,301) | |
Earn-out liability | (3,843) | (2,721) | |
Fair Value, Net Asset (Liability) | (8,718) | (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 | (1,440) | ||
Interest rate swap derivative asset | 0 | ||
Interest rate swap derivative liability | 0 | ||
Asset retirement obligations | 0 | 0 | |
Earn-out liability | 0 | 0 | |
Fair Value, Net Asset (Liability) | (1,440) | 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 | 1,962 | ||
Interest rate swap derivative liability | (839) | ||
Asset retirement obligations | 0 | 0 | |
Earn-out liability | 0 | 0 | |
Fair Value, Net Asset (Liability) | 1,962 | (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 | ||
Asset retirement obligations | (5,397) | (5,301) | |
Earn-out liability | (3,843) | (2,721) | |
Fair Value, Net Asset (Liability) | $ (9,240) | $ (8,022) |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 5,454 | $ 3,551 |
Payroll and related benefits | 2,498 | 1,239 |
Royalty | 6,796 | 4,630 |
Utility | 1,569 | 1,274 |
Other | 926 | 129 |
Accrued Liabilities | $ 17,243 | $ 10,823 |
Debt - Summary of Company Debt
Debt - Summary of Company Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: current principal maturities | $ (8,000) | $ (8,000) |
Less: debt issuance costs (on long-term debt) | (515) | (608) |
Long-term debt | 65,485 | 71,392 |
Current portion of long-term debt | 7,854 | 7,815 |
Debt, Long-term and Short-term, Combined Amount | 73,339 | 79,207 |
Term Loans [Member] | ||
Debt Instrument [Line Items] | ||
Term loans | 74,000 | $ 80,000 |
Long-term debt | $ 74,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 21, 2021 | Sep. 12, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Extinguishment of Debt [Line Items] | |||||||
Line of Credit Facility, Interest Rate During Period | 3.28% | 2.91% | |||||
Debt Issuance Costs, Net | $ 326 | $ 326 | |||||
Debt Issuance Costs, capitalized | 1,701 | 1,701 | |||||
Amortized debt issuance expense | 102 | $ 123 | 314 | $ 395 | |||
Long-term debt | 65,485 | 65,485 | $ 71,392 | ||||
Payment of debt modification charges | 2,027 | ||||||
Term Loans [Member] | |||||||
Extinguishment of Debt [Line Items] | |||||||
Long-term debt | 74,000 | 74,000 | |||||
Revolving Credit Facility [Member] | |||||||
Extinguishment of Debt [Line Items] | |||||||
Line of Credit Facility, Current Borrowing Capacity | 116,095 | 116,095 | |||||
Letter of Credit [Member] | |||||||
Extinguishment of Debt [Line Items] | |||||||
Line of Credit Facility, Maximum Amount Outstanding During Period | 3,905 | 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 | 3,000 | |||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 32,000 | $ 32,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes | $ 2,540 | $ (3,481) | $ 6,847 | $ 1,286 |
Effective tax rate | 19% | (64.00%) | 19% | (15.00%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax [Line Items] | ||||
Effective tax rate | 19% | (64.00%) | 19% | (15.00%) |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Fair Value of MRI EICP Options and Valuation Assumptions (Detail) - MRI EICP [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.50% |
Expected volatility | 32% |
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 | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 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 | 1,250,000 | 3,519,827 |
Number of Shares, Vested | (256,681) | (950,214) |
Number of Shares, Forfeited | (1,250,000) | |
Number of Shares, End of period | 2,312,932 | 2,569,613 |
Weighted Average Grant Date Fair Value, Beginning of period | $ 10.08 | $ 0 |
Weighted Average Grant Date Fair Value, Granted | 12.4 | 10.43 |
Weighted Average Grant Date Fair Value, Vested | 11.38 | 11.38 |
Weighted Average Grant Date Fair Value, Forfeited | 9.04 | |
Weighted Average Grant Date Fair Value, End of period | $ 11.75 | $ 10.08 |
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 | 29,304 | |
Number of Shares, Vested | (27,984) | 0 |
Number of Shares, Forfeited | (1,056) | |
Number of Shares, End of period | 350,000 | 28,248 |
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) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 31, 2022 USD ($) | Jan. 31, 2021 $ / shares shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) Employees shares | Sep. 30, 2021 USD ($) shares | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Share Based Compensation Expense | $ 7,382 | $ 19,713 | |||
SAR Plan [Member] | General and Administrative Expense [Member] | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Share based compensation expense | $ 2,050 | ||||
MRI EICP [Member] | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Common stock shares withheld | shares | 950,214 | 950,214 | 950,214 | ||
Exercise price of common stock | $ / shares | $ 11.38 | ||||
Share Based Compensation Expense | $ 20,381 | ||||
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 | ||||
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 | ||||
Time Based Restricted Stock Awards [Member] | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Share Based Compensation Expense | $ 1,227 | $ 1,636 | |||
Share-Based compensation arrangement by share-Based payment award, equity instruments other than options, revalued amount | $ 15,500 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of match | 50% | |||
Defined contribution plan, employer matching contribution, percent of employees' gross pay | 4% | |||
Defined contribution plan, cost | $ 166 | $ 145 | $ 519 | $ 414 |
Safe Harbor Contribution [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, maximum annual contributions per employee, percent | 3% | |||
Defined contribution plan, employer matching contribution, vesting period | 4 years |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jan. 26, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Notes receivable from related parties current | $ 8,940 | $ 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 | 4,000 | $ 134,000 | $ 12,000 | $ 863,000 | ||
Due to related party | $ 52,000 | $ 52,000 | $ 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 | 9 Months Ended | |||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||
Total revenue | $ 55,860 | $ 39,749 | $ 155,916 | $ 102,872 | |||||
Net income (loss) | 11,187 | 8,896 | 29,224 | (10,021) | |||||
EBITDA | 18,930 | [1] | 11,778 | [2] | 51,863 | [3] | 10,391 | [4] | |
Adjusted EBITDA | 20,879 | [1] | 12,832 | [2] | 55,478 | [3] | 12,196 | [4] | |
Total assets | 323,943 | 259,745 | 323,943 | 259,745 | $ 286,480 | ||||
Capital expenditures | 7,601 | 3,234 | 12,750 | 7,702 | |||||
Depreciation and amortization | 5,167 | 5,666 | 15,453 | 17,062 | |||||
Interest expense | 36 | 697 | 339 | 2,064 | |||||
Income tax expense | 2,540 | (3,481) | 6,847 | 1,286 | |||||
Impairment loss | 2,273 | 0 | 2,393 | 626 | |||||
Net loss (gain) on sale of assets | 43 | 822 | (250) | 822 | |||||
Unrealized gains (losses) on hedging activities | (367) | 1,440 | |||||||
Transaction costs | 0 | 232 | 32 | 357 | |||||
RNG [Member] | |||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||
Total revenue | 54,343 | 35,002 | 151,577 | 90,707 | |||||
Net income (loss) | 26,841 | 15,071 | 75,021 | 33,205 | |||||
EBITDA | 30,572 | [1] | 19,358 | [2] | 86,109 | [3] | 45,991 | [4] | |
Adjusted EBITDA | 30,615 | [1] | 20,180 | [2] | 86,197 | [3] | 46,813 | [4] | |
Total assets | 152,113 | 153,108 | 152,113 | 153,108 | |||||
Capital expenditures | 6,225 | 1,864 | 10,039 | 5,883 | |||||
Depreciation and amortization | 3,731 | 4,287 | 11,088 | 12,786 | |||||
Impairment loss | 0 | 27 | |||||||
Net loss (gain) on sale of assets | 43 | 822 | 61 | 822 | |||||
REG [Member] | |||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||
Total revenue | 4,351 | 3,872 | 12,651 | 11,290 | |||||
Net income (loss) | (1,689) | (1,379) | (4,284) | (3,647) | |||||
EBITDA | (326) | [1] | (44) | [2] | (126) | [3] | 498 | [4] | |
Adjusted EBITDA | 1,807 | [1] | (24) | [2] | 1,738 | [3] | 1,144 | [4] | |
Total assets | 53,303 | 53,711 | 53,303 | 53,711 | |||||
Capital expenditures | 1,061 | 1,321 | 2,390 | 1,770 | |||||
Depreciation and amortization | 1,363 | 1,335 | 4,158 | 4,143 | |||||
Income tax expense | 2 | ||||||||
Impairment loss | 2,133 | 2,175 | 626 | ||||||
Net loss (gain) on sale of assets | (311) | ||||||||
Transaction costs | 20 | 20 | |||||||
Corporate [Member] | |||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||
Total revenue | (2,834) | 875 | (8,312) | 875 | |||||
Net income (loss) | (13,965) | (4,796) | (41,513) | (39,579) | |||||
EBITDA | (11,316) | [1] | (7,536) | [2] | (34,120) | [3] | (36,098) | [4] | |
Adjusted EBITDA | (11,543) | [1] | (7,324) | [2] | (32,457) | [3] | (35,761) | [4] | |
Total assets | 118,527 | 52,926 | 118,527 | 52,926 | |||||
Capital expenditures | 315 | 49 | 321 | 49 | |||||
Depreciation and amortization | 73 | 44 | 207 | 133 | |||||
Interest expense | 36 | 697 | 339 | 2,064 | |||||
Income tax expense | 2,540 | (3,481) | 6,847 | 1,284 | |||||
Impairment loss | 140 | 191 | |||||||
Unrealized gains (losses) on hedging activities | $ (367) | 1,440 | |||||||
Transaction costs | $ 212 | $ 32 | $ 337 | ||||||
[1]Third quarter of 2022 EBITDA and Adjusted EBITDA Reconciliations[2]Third quarter of 2021 EBITDA and Adjusted EBITDA Reconciliations[3]First nine months of 2022 EBITDA and Adjusted EBITDA Reconciliations[4]First nine months of 2021 EBITDA and Adjusted EBITDA Reconciliations |
Segment Information - Summary_2
Segment Information - Summary of Revenue by Major Customers (Detail) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 43.90% | 19.60% | 31.60% | 12.80% |
Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 12.40% | 15.40% | 13.20% | 12.40% |
Customer C [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 11.40% | 11.30% | ||
Customer D [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 10.50% | |||
Customer E [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 10.20% | |||
RNG [Member] | Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 43.90% | 19.60% | 31.60% | 12.80% |
RNG [Member] | Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 12.40% | 15.40% | 13.20% | 12.40% |
RNG [Member] | Customer C [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 11.40% | 11.30% | ||
RNG [Member] | Customer D [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 10.50% | |||
REG [Member] | Customer E [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 10.20% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Information Related To Operating Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 83 | $ 76 | $ 282 | $ 227 |
Weighted average remaining lease term (in years) | 1 year 6 months | 1 year 9 months 29 days | 1 year 6 months | 1 year 9 months 29 days |
Weighted average discount rate | 5% | 5% | 5% | 5% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Operating Lease Payments (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 83 |
2023 | 11 |
2024 | 5 |
2025 | 4 |
2026 | 4 |
2027 | 1 |
Interest | (3) |
Total | $ 105 |
Leases - Summary of Supplemen_2
Leases - Summary of Supplemental Information Related To Finance Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Cash paid for amounts included in the measurement of financing lease liabilities | $ 12 | $ 0 | ||
Cash paid for amounts included in the measurement of finance lease liabilities | $ 18 | $ 0 | ||
Weighted average remaining lease term (in years) | 1 year 6 months 29 days | 1 year 6 months 29 days | ||
Weighted average discount rate | 5% | 0% | 5% | 0% |
Leases - Summary of Future Mi_2
Leases - Summary of Future Minimum Finance Lease Payments (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Finance Lease, Liability, Payment, Due [Abstract] | |
Remainder of 2022 | $ 18 |
2023 | 75 |
2024 | 23 |
Interest | (5) |
Total | $ 111 |
Income (loss) per share - Sched
Income (loss) per share - Schedule of Loss Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 11,187 | $ 8,896 | $ 29,224 | $ (10,021) |
Basic weighted-average shares outstanding | 141,290,748 | 141,015,213 | 141,156,126 | 141,015,213 |
Dilutive effect of share-based awards | 1,431,648 | 32,793 | 1,471,585 | 0 |
Diluted weighted-average shares outstanding | 142,722,396 | 141,048,006 | 142,627,711 | 141,015,213 |
Basic income (loss) per share | $ 0.08 | $ 0.06 | $ 0.21 | $ (0.07) |
Diluted income (loss) per share | $ 0.08 | $ 0.06 | $ 0.2 | $ (0.07) |
Income (loss) per share - Addit
Income (loss) per share - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021 shares | |
Earnings Per Share [Abstract] | |
Antidilutive excluded from diluted net loss per share | 493,166 |