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Montauk Renewables Inc

For the period ended Jun 30, 2024. Filed Aug 8, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 8, 2024

MNTK$2.72+12.9%Stored close · as of Nov 6, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Table of Contents

Page
PART I FINANCIAL INFORMATION6
ITEM 1.FINANCIAL STATEMENTS (UNAUDITED)6
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS27
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK50
ITEM 4.CONTROLS AND PROCEDURES50
PART II OTHER INFORMATION51
ITEM 1.LEGAL PROCEEDINGS51
ITEM 1A.RISK FACTORS51
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS51
ITEM 3.DEFAULTS UPON SENIOR SECURITIES51
ITEM 4.MINE SAFETY DISCLOSURES51
ITEM 5.OTHER INFORMATION51
ITEM 6.EXHIBITS52
SIGNATURES53

Glossary of Key Terms

This Quarterly Report on Form 10-Q uses several terms of art that are specific to our industry and business. For the convenience of the reader, a glossary of such terms is provided here. Unless we otherwise indicate, or unless the context requires otherwise, any references in this Quarterly Report on Form 10-Q to:

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“ADG” refers to anaerobic digested gas.

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“CARB” refers to the California Air Resource Board.

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“CNG” refers to compressed natural gas.

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“CI” refers to carbon intensity.

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“D3” refers to cellulosic biofuel with a 60% GHG reduction requirement.

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“EPA” refers to the U.S. Environmental Protection Agency.

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“Environmental Attributes” refer to federal, state and local 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.

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“FERC” refers to the U.S. Federal Energy Regulatory Commission.

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“GHG” refers to greenhouse gases.

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“JSE” refers to the Johannesburg Stock Exchange.

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“LCFS” refers to Low Carbon Fuel Standard.

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“LFG” refers to landfill gas.

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“MMBtu” refers to Metric Million British Thermal Unit.

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“PPAs” refers to power purchase agreements.

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“RECs” refers to Renewable Energy Credits.

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“Renewable Electricity” or "REG" refers to electricity generated from renewable sources.

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“RFS” refers to the EPA’s Renewable Fuel Standard.

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“RINs” refers to Renewable Identification Numbers.

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“RNG” refers to renewable natural gas.

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“RVOs” refers to renewable volume obligations.

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of U.S. federal securities laws that involve substantial risks and uncertainties. All statements other than statements of historical or current fact included in this report are forward-looking statements. Forward-looking statements refer to our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance, and business. Forward-looking statements may include words such as “anticipate,” “assume,” “believe,” “can have,” “contemplate,” “continue,” “strive,” “aim,” “could,” “design,” “due,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “likely,” “may,” “might,” “objective,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “would,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operational performance or other events. For example, all statements we make relating to our future results of operations, financial condition, expectations and plans, including expected benefits of the Pico digestion capacity increase, the Montauk Ag project in North Carolina, the Second Apex RNG Facility, the Blue Granite RNG Facility, the Bowerman RNG Facility, the delivery of biogenic carbon dioxide volumes to European Energy, the resolution of gas collection issues at the McCarty facility, the mitigation of wellfield extraction environmental factors at the Rumpke facility, and weather-related anomalies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expect and, therefore, you should not unduly rely on such statements. The risks and uncertainties that could cause those actual results to differ materially from those expressed or implied by these forward-looking statements include but are not limited to:

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our ability to develop and operate new renewable energy projects, including with livestock farms, and related challenges associated with new projects, such as identifying suitable locations and potential delays in acquisition financing, construction, and development;

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reduction or elimination of government economic incentives to the renewable energy market;

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the inability to complete strategic development opportunities;

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widespread manmade, natural and other disasters (including severe weather events), health emergencies, dislocations, geopolitical instabilities or events, terrorist activities, international hostilities, government shutdowns, political elections, security breaches, cyberattacks or other extraordinary events that impact general economic conditions, financial markets and/or our business and operating results;

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continued inflation could raise our operating costs or increase the construction costs of our existing or new projects;

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rising interest rates could increase the borrowing costs of future indebtedness;

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the potential failure to attract and retain qualified personnel of the Company or a possible increased reliance on third-party contractors as a result, and the potential unenforceability of non-compete clauses with our employees;

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the length of development and optimization cycles for new projects, including the design and construction processes for our renewable energy projects;

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dependence on third parties for the manufacture of products and services and our landfill operations;

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the quantity, quality and consistency of our feedstock volumes from both landfill and livestock farm operations;

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reliance on interconnections with and access to electric utility distribution and transmission facilities and gas transportation pipelines for our Renewable Natural Gas and Renewable Electricity Generation segments;

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our ability to renew pathway provider sharing arrangements at historical counterparty share percentages;

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our projects not producing expected levels of output;

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potential benefits associated with the combustion-based oxygen removal condensate neutralization technology;

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concentration of revenues from a small number of customers and projects;

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our outstanding indebtedness and restrictions under our credit facility;

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our ability to extend our fuel supply agreements prior to expiration;

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our ability to meet milestone requirements under our PPAs;

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existing regulations and changes to regulations and policies that effect our operations;

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expected benefits from the extension of the Production Tax Credit and other tax credit benefits under the Inflation Reduction Act of 2022;

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decline in public acceptance and support of renewable energy development and projects, or our inability to appropriately address environmental, social and governance targets, goals, commitments or concerns, including climate-related disclosures;

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our expectations regarding Environmental Attribute volume requirements and prices and commodity prices;

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our expectations regarding the period during which we qualify as an emerging growth company under the Jumpstart Our Business Startups Act (“JOBS Act”);

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our expectations regarding future capital expenditures, including for the maintenance of facilities;

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our expectations regarding the use of net operating losses before expiration;

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our expectations regarding more attractive CI scores by regulatory agencies for our livestock farm projects;

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market volatility and fluctuations in commodity prices and the market prices of Environmental Attributes and the impact of any related hedging activity;

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regulatory changes in federal, state and international environmental attribute programs and the need to obtain and maintain regulatory permits, approvals, and consents;

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profitability of our planned livestock farm projects;

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sustained demand for renewable energy;

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potential liabilities from contamination and environmental conditions;

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potential exposure to costs and liabilities due to extensive environmental, health and safety laws;

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impacts of climate change, changing weather patterns and conditions, and natural disasters;

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failure of our information technology and data security systems;

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increased competition in our markets;

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continuing to keep up with technology innovations;

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concentrated stock ownership by a few stockholders and related control over the outcome of all matters subject to a stockholder vote; and

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other risks and uncertainties detailed in the section titled “Risk Factors” in our latest Annual Report on Form 10-K and as otherwise disclosed in our filings with the SEC.

We make many of our forward-looking statements based on our operating budgets and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.

All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in our other Securities and Exchange Commission (“SEC”) filings and public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties. See the “Risk Factors” section in our latest Annual Report on Form 10-K and our other filings with the SEC.

We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. Furthermore, the forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

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