United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________ 
FORM 10-Q
 ______________________________________  
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
or
¨
TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-37822
______________________________________  
Advanced Emissions Solutions, Inc.
(Exact name of registrant as specified in its charter)
______________________________________   
Delaware
 
27-5472457
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
640 Plaza Drive, Suite 270, Highlands Ranch, CO
 
80129
(Address of principal executive offices)
 
(Zip Code)
(720) 598-3500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
______________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x   No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
o
  
Accelerated filer
 
x
 
 
 
 
Non-accelerated filer
 
o
  
Smaller reporting company
 
x
 
 
 
 
 
 
 
 
Emerging growth company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ¨    No  x
Securities registered pursuant to Section 12(b) of the Act:
Class
 
Trading Symbol
 
Name of each exchange on which registered
Common stock, par value $0.001 per share
 
ADES
 
NASDAQ Global Market
As of November 6, 2019, there were 18,588,896 outstanding shares of Advanced Emissions Solutions, Inc. common stock, par value $0.001 per share.




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48
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51




Part I. – FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Advanced Emissions Solutions, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
 
 
As of
(in thousands, except share data)
 
September 30, 2019
 
December 31, 2018
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash, cash equivalents and restricted cash
 
$
15,155

 
$
18,577

Receivables, net
 
6,771

 
9,554

Receivables, related parties
 
4,382

 
4,284

Inventories, net
 
16,917

 
21,791

Prepaid expenses and other assets
 
6,070

 
5,570

Total current assets
 
49,295

 
59,776

Restricted cash, long-term
 
5,000

 
5,195

Property, plant and equipment, net of accumulated depreciation of $5,651 and $1,499, respectively
 
44,168

 
42,697

Intangible assets, net
 
4,300

 
4,830

Equity method investments
 
44,111

 
6,634

Deferred tax assets, net
 
13,491

 
32,539

Other long-term assets, net
 
18,363

 
7,993

Total Assets
 
$
178,728

 
$
159,664

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
6,838

 
$
6,235

Accrued payroll and related liabilities
 
3,893

 
8,279

Current portion of long-term debt
 
24,072

 
24,067

Other current liabilities
 
4,287

 
2,138

Total current liabilities
 
39,090

 
40,719

Long-term debt
 
26,276

 
50,058

Other long-term liabilities
 
6,062

 
940

Total Liabilities
 
71,428

 
91,717

Commitments and contingencies (Note 8)
 

 

Stockholders’ equity:
 
 
 
 
Preferred stock: par value of $.001 per share, 50,000,000 shares authorized, none outstanding
 
—

 
—

Common stock: par value of $.001 per share, 100,000,000 shares authorized, 22,915,429 and 22,640,677 shares issued, and 18,594,498 and 18,576,489 shares outstanding at September 30, 2019 and December 31, 2018, respectively
 
23

 
23

Treasury stock, at cost: 4,320,931 and 4,064,188 shares as of September 30, 2019 and December 31, 2018, respectively
 
(44,666
)
 
(41,740
)
Additional paid-in capital
 
97,706

 
96,750

Retained earnings
 
54,237

 
12,914

Total stockholders’ equity
 
107,300

 
67,947

Total Liabilities and Stockholders’ Equity
 
$
178,728

 
$
159,664


See Notes to the Condensed Consolidated Financial Statements.

1
Advanced Emissions Solutions, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited) 

 
 
Three Months Ended September 30,

Nine Months Ended September 30,
(in thousands, except per share data)
 
2019

2018

2019

2018
Revenues:
 
 
 
 
 
 
 
 
Consumables
 
$
14,748

 
$
1,043


$
41,243


$
2,390

License royalties, related party
 
4,385

 
4,104

 
12,796

 
10,857

Other
 
—

 
—


—


72

Total revenues
 
19,133


5,147


54,039


13,319

Operating expenses:
 
 
 
 

 
 
 
Consumables cost of revenue, exclusive of depreciation and amortization
 
11,939

 
954


38,339

 
2,567

Other sales cost of revenue, exclusive of depreciation and amortization
 
—

 
—


—

 
(346
)
Payroll and benefits
 
2,651


2,555


8,005


7,528

Legal and professional fees
 
1,755


698


5,300


3,459

General and administrative
 
3,136


834


7,699


3,098

Depreciation, amortization, depletion and accretion
 
2,043


74


4,902


262

Total operating expenses

21,524


5,115


64,245


16,568

Operating (loss) income

(2,391
)

32


(10,206
)

(3,249
)
Other income (expense):

 
 
 

 
 
 
Earnings from equity method investments

14,426


9,715


57,051


37,857

Interest expense

(1,729
)

(399
)

(5,820
)

(1,147
)
Other

212


86


342


146

Total other income

12,909


9,402


51,573


36,856

Income before income tax expense

10,518


9,434


41,367


33,607

Income tax expense

6,595


3,931


14,928


5,151

Net income

$
3,923


$
5,503


$
26,439


$
28,456

Earnings per common share (Note 1):

 
 
 

 
 
 
Basic

$
0.22


$
0.28


$
1.45


$
1.41

Diluted

$
0.21


$
0.28


$
1.44


$
1.40

Weighted-average number of common shares outstanding:

 
 
 

 
 
 
Basic

18,112


19,726


18,184


20,090

Diluted

18,339


19,876


18,394


20,228


See Notes to the Condensed Consolidated Financial Statements.



2
Advanced Emissions Solutions, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)


 
 
Common Stock
 
Treasury Stock
 
 
 
 
 
 
(Amounts in thousands, except share data)
 
Shares
 
Amount
 
Shares
 
Amount
 
Additional Paid-in Capital
 
Retained Earnings
 
Total Stockholders’
Equity
Balances, January 1, 2019
 
22,640,677

 
$
23

 
(4,064,188
)
 
$
(41,740
)
 
$
96,750

 
$
12,914

 
$
67,947

Cumulative effect of change in accounting principle (Note 1)
 
—

 
—

 
—

 
—

 
—

 
28,817

 
28,817

Stock-based compensation
 
218,465

 
—

 
—

 
—

 
317

 
—

 
317

Repurchase of common shares to satisfy minimum tax withholdings
 
(22,707
)
 
—

 
—

 
—

 
(245
)
 
—

 
(245
)
Cash dividends declared on common stock, $0.25 per share
 
—

 
—

 
—

 
—

 
—

 
(4,629
)
 
(4,629
)
Repurchase of common shares
 
—

 
—

 
(63,876
)
 
(693
)
 
—

 
—

 
(693
)
Net income
 
—

 
—

 
—

 
—

 
—

 
14,402

 
14,402

Balances, March 31, 2019
 
22,836,435

 
23

 
(4,128,064
)
 
(42,433
)
 
96,822

 
51,504

 
105,916

Stock-based compensation
 
31,715

 
—

 
—

 
—

 
541

 
—

 
541

Repurchase of common shares to satisfy minimum tax withholdings
 
(745
)
 
—

 
—

 
—

 
(9
)
 
—

 
(9
)
Cash dividends declared on common stock, $0.25 per share
 
—

 
—

 
—

 
—

 
—

 
(4,663
)
 
(4,663
)
Repurchase of common shares
 
—

 
—

 
(184,715
)
 
(2,138
)
 
—

 
—

 
(2,138
)
Net income
 
—

 
—

 
—

 
—

 
—

 
8,114

 
8,114

Balances, June 30, 2019
 
22,867,405

 
23

 
(4,312,779
)
 
(44,571
)
 
97,354

 
54,955

 
107,761

Stock-based compensation
 
22,305

 
—

 
—

 
—

 
468

 
—

 
468

Stock issued from exercise of stock options
 
25,820

 
—

 
—

 
—

 
—

 
—

 
—

Repurchase of common shares to satisfy minimum tax withholdings
 
(101
)
 
—

 
—

 
—

 
(116
)
 
—

 
(116
)
Cash dividends declared on common stock, $0.25 per share
 
—

 
—

 
—

 
—

 
—

 
(4,641
)
 
(4,641
)
Repurchase of common shares
 
—

 
—

 
(8,152
)
 
(95
)
 
—

 
—

 
(95
)
Net income
 
—

 
—

 
—

 
—

 
—

 
3,923

 
3,923

Balances, September 30, 2019
 
22,915,429

 
$
23

 
(4,320,931
)
 
$
(44,666
)
 
$
97,706

 
$
54,237

 
$
107,300


See Notes to the Condensed Consolidated Financial Statements.


3
Advanced Emissions Solutions, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)


 
 
Common Stock
 
Treasury Stock
 
 
 
 
 
 
(Amounts in thousands, except share data)
 
Shares
 
Amount
 
Shares
 
Amount
 
Additional Paid-in Capital
 
Retained Earnings (Deficit)
 
Total Stockholders’
Equity
Balances, January 1, 2018
 
22,465,821

 
$
22

 
(1,713,766
)
 
$
(16,397
)
 
$
105,308

 
$
(15,478
)
 
$
73,455

Cumulative effect from adoption of ASC 606
 
—

 
—

 
—

 
—

 
—

 
2,950

 
2,950

Stock-based compensation
 
193,583

 
1

 
—

 
—

 
335

 
—

 
336

Repurchase of common shares to satisfy minimum tax withholdings
 
(22,375
)
 
—

 
—

 
—

 
(267
)
 
—

 
(267
)
Cash dividends declared on common stock, $0.25 per share
 
—

 
—

 
—

 
—

 
(5,189
)
 
—

 
(5,189
)
Repurchase of common shares
 
—

 
—

 
(149,217
)
 
(1,642
)
 
—

 
—

 
(1,642
)
Net income
 
—

 
—

 
—

 
—

 
—

 
7,662

 
7,662

Balances, March 31, 2018
 
22,637,029

 
23

 
(1,862,983
)
 
(18,039
)
 
100,187

 
(4,866
)
 
77,305

Stock-based compensation
 
(1,135
)
 
—

 
—

 
—

 
675

 
—

 
675

Repurchase of common shares to satisfy minimum tax withholdings
 
(8,259
)
 
—

 
—

 
—

 
(92
)
 
—

 
(92
)
Cash dividends declared on common stock, $0.25 per share
 
—

 
—

 
—

 
—

 
(5,090
)
 
—

 
(5,090
)
Repurchase of common shares
 
—

 
—

 
(676,201
)
 
(7,469
)
 
—

 
—

 
(7,469
)
Net income
 
—

 
—

 
—

 
—

 
—

 
15,291

 
15,291

Balances, June 30, 2018
 
22,627,635

 
$
23

 
(2,539,184
)
 
$
(25,508
)
 
$
95,680

 
$
10,425

 
$
80,620

Stock-based compensation
 
24,726

 
—

 
—

 
—

 
919

 
—

 
919

Stock issued from exercise of stock options
 
18,667

 
—

 
—

 
—

 
—

 
—

 
—

Repurchase of common shares to satisfy minimum tax withholdings
 
(24,504
)
 
—

 
—

 
—

 
(348
)
 
—

 
(348
)
Cash dividends declared on common stock, $0.25 per share
 
—

 
—

 
—

 
—

 
—

 
(5,032
)
 
(5,032
)
Repurchase of common shares
 
—

 
—

 
(186,212
)
 
(2,058
)
 
—

 
—

 
(2,058
)
Net income
 
—

 
—

 
—

 
—

 
—

 
5,503

 
5,503

Balances, September 30, 2018
 
22,646,524

 
$
23

 
(2,725,396
)
 
$
(27,566
)
 
$
96,251

 
$
10,896

 
$
79,604


See Notes to the Condensed Consolidated Financial Statements.


4
Advanced Emissions Solutions, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)


 
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
Cash flows from operating activities
 
 
 
 
Net income

$
26,439


$
28,456

Adjustments to reconcile net income to net cash provided by operating activities:

 
 
 
Increase in valuation allowance on deferred tax assets

3,822


2,731

Depreciation, amortization, depletion and accretion

4,902


262

Operating lease expense
 
2,371

 
—

Amortization of debt discount and debt issuance costs

1,324


—

Stock-based compensation expense

1,326


1,929

Earnings from equity method investments

(57,051
)

(37,857
)
Other non-cash items, net

697


190

Changes in operating assets and liabilities:

 



Receivables and related party receivables

2,685


(375
)
Prepaid expenses and other assets

(440
)

(797
)
Costs incurred on uncompleted contracts

—


15,945

Inventories

4,566


—

Deferred tax assets, net

6,812


(966
)
Other long-term assets

(43
)

—

Accounts payable

1,010


(340
)
Accrued payroll and related liabilities

(4,386
)
 
587

Other current liabilities

(278
)

(1,974
)
Billings on uncompleted contracts

—


(15,945
)
Operating lease liabilities

(2,435
)

—

Other long-term liabilities

(529
)

(157
)
Distributions from equity method investees, return on investment

56,806


4,000

Net cash provided by (used in) operating activities

47,598


(4,311
)
Cash flows from investing activities

 
 
 
Distributions from equity method investees in excess of cumulative earnings
 
—

 
33,575

Acquisition of business

(661
)

—

Acquisition of property, plant, equipment, and intangible assets, net

(6,430
)

(191
)
Mine development costs

(2,083
)

—

Contributions to equity method investees

—


(750
)
Net cash (used in) provided by investing activities

(9,174
)

32,634

Cash flows from financing activities

 
 
 
Principal payments on term loan
 
(24,000
)
 
—

Principal payments on finance lease obligations
 
(1,016
)
 
—

Dividends paid
 
(13,729
)
 
(15,226
)
Repurchase of common shares

(2,926
)

(11,169
)
Repurchase of common shares to satisfy tax withholdings

(370
)

(707
)
Net cash used in financing activities

(42,041
)

(27,102
)
(Decrease) increase in Cash and Cash Equivalents and Restricted Cash

(3,617
)

1,221

Cash and Cash Equivalents and Restricted Cash, beginning of period

23,772


30,693

Cash and Cash Equivalents and Restricted Cash, end of period

$
20,155


$
31,914

Supplemental disclosure of non-cash investing and financing activities:

 
 
 
Dividends declared, not paid
 
$
204

 
$
85

See Notes to the Condensed Consolidated Financial Statements.

5
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)


Note 1 - Basis of Presentation
Nature of Operations
Advanced Emissions Solutions, Inc. ("ADES" or the "Company") is a Delaware corporation with its principal office located in Highlands Ranch, Colorado and operations located in Louisiana. The Company is principally engaged in consumable mercury control options including powdered activated carbon ("PAC") and chemical technologies. The Company's proprietary environmental technologies in the power generation and industrial ("PGI") market enable customers to reduce emissions of mercury and other pollutants, maximize utilization levels and improve operating efficiencies to meet the challenges of existing and pending emission control regulations. The Company generates substantial earnings and tax credits under Section 45 ("Section 45 tax credits") of the Internal Revenue Code ("IRC") from its equity investments in certain entities and earns royalties for technologies that are licensed to Tinuum Group, LLC, a Colorado limited liability company ("Tinuum Group"). Such technologies allow Tinuum Group to provide their customers with various solutions to enhance combustion and reduced emissions of nitrogen oxide ("NOx") and mercury from coal burned to generate electrical power. The Company’s sales occur principally throughout the United States. See Note 13 for additional information regarding the Company's operating segments.
On December 7, 2018 (the "Acquisition Date"), the Company acquired (the "Carbon Solutions Acquisition") 100% of the equity interests of ADA Carbon Solutions, LLC (“Carbon Solutions”). Carbon Solutions is a manufacturer and seller of activated carbon ("AC") used in mercury capture for the coal-fired power plant, industrial and water treatment markets. Carbon Solutions also owns an associated lignite mine that supplies the primary raw material for manufacturing PAC. Carbon Solutions was formed in 2008 as a 50/50 joint venture by the Company and Energy Capital Partners LLC. The Company relinquished its ownership in 2011 as part of a legal settlement agreement as described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The Company acquired Carbon Solutions primarily to expand the Company's product offerings within the mercury control industry and other complementary PAC markets.
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements of ADES are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") and with Article 10 of Regulation S-X of the Securities and Exchange Commission. In compliance with those instructions, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.
The unaudited Condensed Consolidated Financial Statements of ADES in this quarterly report ("Quarterly Report") are presented on a consolidated basis and include ADES and its wholly-owned subsidiaries (collectively, the "Company"). Also included within the unaudited Condensed Consolidated Financial Statements are the Company's unconsolidated equity investments; Tinuum Group, Tinuum Services, LLC ("Tinuum Services"), and GWN Manager, LLC ("GWN Manager"), which are accounted for under the equity method of accounting, and Highview Enterprises Limited (the "Highview Investment"), which is accounted for in accordance with U.S. GAAP applicable to equity investments that do not qualify for the equity method of accounting.
Results of operations and cash flows for the interim periods are not necessarily indicative of the results that may be expected for the entire year. All significant intercompany transactions and accounts were eliminated for all periods presented in this Quarterly Report.
In the opinion of management, these Condensed Consolidated Financial Statements include all normal and recurring adjustments considered necessary for a fair presentation of the results of operations, financial position, stockholders' equity and cash flows for the interim periods presented. These Condensed Consolidated Financial Statements of ADES should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the "2018 Form 10-K"). Significant accounting policies disclosed therein have not changed, except as described later in Note 1.
Earnings Per Share
Basic earnings per share is computed using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividend and participating rights in undistributed earnings. The Company's restricted stock awards ("RSA's") granted prior to December 31, 2016 contain non-forfeitable rights to dividends or dividend equivalents and are deemed to be participating securities. RSA's granted subsequent to December 31, 2016 do not contain non-forfeitable rights to dividends and are not deemed to be participating securities.
Under the two-class method, net income for the period is allocated between common stockholders and the holders of the participating securities based on the weighted-average number of common shares outstanding during the period, excluding participating, unvested RSA's ("common shares"), and the weighted-average number of participating unvested RSA's

6
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

outstanding during the period, respectively. The allocated, undistributed income for the period is then divided by the weighted-average number of common shares and participating, unvested RSA's outstanding during the period to arrive at basic earnings per common share and participating security for the period, respectively. Pursuant to U.S. GAAP, the Company has elected not to separately present basic or diluted earnings per share attributable to participating securities in the Condensed Consolidated Statements of Operations.
Diluted earnings per share is computed in a manner consistent with that of basic earnings per share, while considering other potentially dilutive securities. Potentially dilutive securities consist of both unvested, participating and non-participating RSA's, as well as outstanding options to purchase common stock ("Stock Options") and contingent performance stock units ("PSU's") (collectively, "Potential dilutive shares"). The dilutive effect, if any, for non-participating RSA's, Stock Options and PSU's is determined using the greater of dilution as calculated under the treasury stock method or the two-class method. Potential dilutive shares are excluded from diluted earnings per share when their effect is anti-dilutive. When there is a net loss for a period, all Potential dilutive shares are anti-dilutive and are excluded from the calculation of diluted loss per share for that period.
The following table sets forth the calculations of basic and diluted earnings per share:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands, except per share amounts)
 
2019
 
2018
 
2019
 
2018
Net income
 
$
3,923

 
$
5,503

 
$
26,439

 
$
28,456

Less: Dividends and undistributed income allocated to participating securities
 
5

 
18

 
37

 
94

Income attributable to common stockholders
 
$
3,918

 
$
5,485

 
$
26,402

 
$
28,362

 
 
 
 
 
 
 
 
 
Basic weighted-average common shares outstanding
 
18,112

 
19,726

 
18,184

 
20,090

Add: dilutive effect of equity instruments
 
227

 
150

 
210

 
138

Diluted weighted-average shares outstanding
 
18,339

 
19,876

 
18,394

 
20,228

Earnings per share - basic
 
$
0.22

 
$
0.28

 
$
1.45

 
$
1.41

Earnings per share - diluted
 
$
0.21

 
$
0.28

 
$
1.44

 
$
1.40

For the three and nine months ended September 30, 2019 and 2018, RSA's and Stock Options convertible to 0.3 million and 0.3 million shares, respectively, and 0.3 million and 0.3 million shares, respectively, of common stock for each of the periods presented were outstanding but were not included in the computation of diluted net income per share because the effect would have been anti-dilutive. For the nine months ended September 30, 2018, Stock Options to purchase 0.1 million shares, which vest based on the Company achieving specified performance targets, were outstanding, but were not included in the computation of diluted net income per share for a portion of this period because they were determined not to be contingently issuable.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. There have been no changes in the Company’s critical accounting estimates from those that were disclosed in the 2018 Form 10-K. Actual results could differ from these estimates.
Risks and Uncertainties
The Company’s earnings are significantly affected by equity earnings it receives from Tinuum Group. As of September 30, 2019, Tinuum Group has 23 invested RC facilities of which 11 are leased to a single customer. A majority of these leases are periodically renewed and the loss of this single customer or material modification to the lease terms of these facilities by this customer would have a significant adverse impact on Tinuum Group's financial position, results of operations and cash flows, which in turn would have material adverse impact on the Company’s financial position, results of operations and cash flows.
The Company's revenues, sales volumes, earnings and cash flows are significantly affected by prices of competing power generation sources such as natural gas and renewable energy. Low natural gas prices make it a competitive alternative to coal-fired power generation and therefore, coal consumption may be reduced, which reduces the demand for our products. In addition, coal consumption and demand for our products is also affected by the demand for electricity, which is higher in the warmer and colder months of the year. Abnormal temperatures during the summer and winter months may significantly reduce coal consumption and thus the demand for the Company's products.

7
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Reclassifications
Certain balances have been reclassified from the prior year to conform to the current year presentation. No reclassifications have any impact to income before income taxes or net income.
New Accounting Standards
Recently Adopted
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"), which created ASC Topic 842 - Leases ("ASC 842"), requiring lessees to recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and have lease terms of more than 12 months. ASC 842 retains the distinction between finance leases (formerly defined as capital leases) and operating leases. On January 1, 2019, the Company adopted ASC 842 retrospectively beginning with the date of adoption. Under this adoption method, the application date is the beginning of the reporting period in which the Company first applies the provisions of ASC 842. Accordingly, the Company’s reporting for the comparative periods presented in the financial statements and related disclosures continues in accordance with legacy U.S. GAAP under ASC Topic 840 - Leases ("ASC 840"). The adoption of ASC 842 had no impact to the opening balance of Retained earnings.
As of the adoption date, the Company recorded $7.0 million and $7.0 million of "right of use" ("ROU") assets and incremental lease liabilities, respectively. The cumulative effect of the change from the adoption of ASC 842 to the Consolidated Balance Sheet as of January 1, 2019 is shown in the table that follows:
 
 
Balance as of
 
Impact of
 
Balance as of
(in thousands)
 
December 31, 2018
 
Adoption
 
January 1, 2019
Balance Sheet
 
 
 
 
 
 
Other long-term assets
 
$
7,993

 
$
6,956

 
$
14,949

Other liabilities
 
$
50,058

 
$
3,085

 
$
53,143

Other long-term liabilities
 
$
940

 
$
3,871

 
$
4,811

See Note 6 for additional disclosures required under ASC 842 in the year of adoption.
As of January 1, 2019, Tinuum Group adopted ASU 2016-02 and ASU 2014-09 (Topic 606), Revenue from Contracts with Customers and related pronouncements ("ASC 606"). As a result of Tinuum Group’s adoption of these pronouncements, the Company recorded a cumulative effect increase of $28.8 million to Retained earnings as of January 1, 2019, based on the Company's ownership percentage of Tinuum Group's cumulative effect adjustment, and increased its investment balance in Tinuum Group in the amount of $37.2 million and established a deferred tax liability of $8.4 million. As a result of the increase in the investment balance in Tinuum Group, for the nine months ended September 30, 2019, the Company recognized equity earnings in Tinuum Group based on its pro-rata share of Tinuum Group’s net income rather than based on cash distributions received as had been required in prior periods as a result of the cumulative cash distributions exceeding the cumulative pro-rata share of Tinuum Group's net income.
Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in ASU 2016-13 replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those years, and must be adopted under a modified retrospective method approach. Entities may adopt ASU 2016-13 earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those years. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's financial statements and disclosures. The Company does not believe this standard will have a material impact on the Company's financial statements and disclosures.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). The amendments in ASU 2018-13 improve the effectiveness of fair value measurement disclosures and modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement ("Topic 820"), based on the concepts in FASB Concepts Statement, Conceptual Framework

8
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

for Financial Reporting - Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted-average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this update and delay adoption of the additional disclosures until their effective date. The Company is currently evaluating the provisions of ASU 2018-13 and assessing its impact on the Company's financial statement disclosures. The Company does not believe this standard will have a material impact on the Company's financial statement disclosures.
Note 2 - Acquisition
As described in Note 1, on the Acquisition Date, the Company completed the Carbon Solutions Acquisition for a total purchase price of $75.0 million (the "Purchase Price"). The results of Carbon Solutions have been included in the Company’s consolidated financial statements since the Acquisition Date. The fair value of the purchase consideration totaled $66.5 million and consisted of cash of $65.8 million and an additional purchase adjustment amount payable to Carbon Solutions' secured lender of $0.7 million, which was paid in March 2019. The Purchase Price was adjusted by assumed debt and contractual commitments of $11.8 million, less cash acquired of $3.3 million. The Company also paid $4.5 million in acquisition-related costs (or transaction costs) during the year ended December 31, 2018. The Company funded the cash consideration from cash on hand and the proceeds from the Term Loan and Security Agreement (the "Senior Term Loan") in the principal amount of $70.0 million, as more fully described in Note 5.
The following table summarizes the final purchase price allocation. Subsequent to December 31, 2018, the Company completed additional analysis and adjustments were made to the preliminary purchase price allocations as noted in the table below:
Fair value of assets acquired:
 
As Originally Reported
 
Adjustments
 
As Adjusted
Cash
 
$
3,284

 
$
—

 
$
3,284

Receivables
 
6,409

 
—

 
6,409

Inventories
 
22,100

 
(356
)
 
21,744

Prepaid expenses and other current assets
 
2,992

 
61

 
3,053

Spare parts
 
3,359

 
—

 
3,359

Property, plant and equipment
 
43,033

 
(377
)
 
42,656

Mine leases and development
 
2,500

 
200

 
2,700

Mine reclamation asset
 
—

 
2,402

 
2,402

Intangible assets
 
4,000

 
100

 
4,100

Other assets
 
168

 
—

 
168

Amount attributable to assets acquired
 
87,845

 
2,030

 
89,875

 
 
 
 
 
 
 
Fair value of liabilities assumed:
 
 
 
 
 
 
Accounts payable
 
4,771

 
—

 
4,771

Accrued liabilities
 
7,354

 
254

 
7,608

Equipment lease liabilities
 
8,211

 
—

 
8,211

Mine reclamation liability
 
626

 
1,776

 
2,402

Other liabilities
 
437

 
—

 
437

Amount attributable to liabilities assumed
 
21,399

 
2,030

 
23,429

 
 
 
 
 
 
 
Net assets acquired
 
$
66,446

 
$
—

 
$
66,446


9
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Adjustments to the preliminary purchase price allocation primarily relate to changes in fair values assigned to property, plant and equipment, intangible assets, mine reclamation liability and the related mine reclamation asset as a result of the final valuation report from the Company's third-party valuation firm issued in May 2019. During the three months ended June 30, 2019 based on new information of facts and circumstances that existed as of the Acquisition Date, the Company revised its estimates used as of the Acquisition Date related to the net realizable value of certain finished goods inventory items as well as values assigned to certain prepaid and accrued expense items.
The adjustments were recorded as of June 30, 2019 and were included in the Consolidated Balance Sheet as of that date and the resultant impact to the Statement of Operations was reflected for the three months ended June 30, 2019.
The following table represents the intangible assets, as adjusted for purchase price adjustments noted above, identified as part of the Carbon Solutions Acquisition:
(in thousands)
 
Amount
 
Weighted Average Useful Life (years)
Customer relationships
 
$
2,200

 
5
Developed technology
 
1,600

 
5
Trade name
 
300

 
2
Total intangibles acquired
 
$
4,100

 
 
Unaudited Pro Forma Financial Information
The following represents the pro forma effects of the Carbon Solutions Acquisition as if it had occurred on January 1, 2017. The pro forma pre-tax income for the period presented has been calculated after applying the Company’s accounting policies in effect for 2017 and 2018. In addition, pro forma net income for the three and nine months ended September 30, 2018 includes: (1) the impact on Carbon Solutions of the adoption of ASC 606 effective January 1, 2018, which resulted in a reclassification of $2.1 million and $5.9 million, respectively, from Revenues to Cost of Revenue for freight costs billed to customers, with no impact to income from operations; (2) the reduction in depletion, depreciation and amortization resulting from the purchase price adjustments to Property, plant and equipment and Mine development costs; (3) the adjustment to interest expense from the combination of the Senior Term Loan that was used to fund the Carbon Solutions Acquisition and the elimination of certain debt of Carbon Solutions as a result of pay-offs by the Company as of the Acquisition Date; and (4) the removal of $1.0 million and $4.2 million in transaction costs incurred for the three and nine months ended September 30, 2018, respectively, together with the income tax effect on (1) through (4). The pro forma results do not include any anticipated synergies or other expected benefits of the Carbon Solutions Acquisition. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the Carbon Solutions Acquisition been consummated as of January 1, 2017.
The following table presents the pro forma effects of the Carbon Solutions Acquisition for the three and nine months ended September 30, 2018:
 
 
Three Months Ended
 
Nine Months Ended
(in thousands)
 
September 30, 2018
 
September 30, 2018
Revenues
 
$
22,447

 
$
57,597

Net income
 
$
8,372

 
$
24,434


Note 3 - Inventories
The following table summarizes the Company's inventories recorded at the lower of average cost or net realizable value as of September 30, 2019 and December 31, 2018:
 
 
As of
(in thousands)
 
September 30, 2019
 
December 31, 2018
Product inventory (1)
 
$
14,953

 
$
19,403

Raw material inventory
 
1,964

 
2,388

 
 
$
16,917

 
$
21,791

(1) As of September 30, 2019 and December 31, 2018, Product inventory includes zero and $5.0 million, respectively, attributed to the increase in fair value of inventory acquired from the Carbon Solutions Acquisition.


10
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 4 - Equity Method Investments
Tinuum Group, LLC
The Company's ownership interest in Tinuum Group was 42.5% as of September 30, 2019 and December 31, 2018. Tinuum Group supplies technology equipment and technical services at select coal-fired generators, but its primary purpose is to put into operation facilities that produce and sell refined coal ("RC") that lower emissions and also qualify for Section 45 tax credits. Tinuum Group has been determined to be a variable interest entity ("VIE"); however, the Company does not have the power to direct the activities that most significantly impact Tinuum Group's economic performance and has therefore accounted for the investment under the equity method of accounting. The Company determined that the voting partners of Tinuum Group have identical voting rights, equity control interests and board control interests, and therefore, concluded that the power to direct the activities that most significantly impact Tinuum Group's economic performance was shared.
The following table summarizes the results of operations of Tinuum Group:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Gross profit
 
$
16,810

 
$
26,530

 
$
96,189

 
$
81,626

Operating, selling, general and administrative expenses
 
11,076

 
5,908

 
23,421

 
17,406

Income from operations
 
5,734

 
20,622

 
72,768

 
64,220

Other expenses
 
(450
)
 
(577
)
 
(427
)
 
(2,801
)
Class B preferred return
 
—

 
—

 
—

 
(12
)
Loss attributable to noncontrolling interest
 
22,355

 
17,126

 
51,022

 
38,145

Net income available to members
 
$
27,639

 
$
37,171

 
$
123,363

 
$
99,552

ADES equity earnings from Tinuum Group
 
$
11,746

 
$
8,075


$
50,757


$
33,575

For the three and nine months ended September 30, 2018 periods presented in the table below, the difference between the Company's proportionate share of Tinuum Group's net income available to members (at its equity interest of 42.5%) and the Company's earnings from its Tinuum Group equity method investment as reported in the Condensed Consolidated Statements of Operations relates to the Company receiving distributions in excess of the carrying value of the equity investment, and therefore recognizing such excess distributions as equity method earnings in the period the distributions occur, as discussed below.
For the three and nine months ended September 30, 2018 periods presented in the table below, the Company recognized equity earnings from Tinuum Group to the extent that cash distributions were received from Tinuum Group during the period. For the three months ended September 30, 2019, the Company recognized its pro-rata share of Tinuum Group's net income available to its members for the respective period. For the nine months ended September 30, 2019, the Company recognized its pro-rata share of Tinuum Group's net income available to its members for the period, less the amount necessary to recover the cumulative earnings short-fall balance as of the end of the immediately preceding period, which was December 31, 2018. For the three and nine months ended September 30, 2019, the Company recognized equity earnings from Tinuum Group of $11.7 million and $50.8 million, respectively. For the three and nine months ended September 30, 2018, the Company recognized equity earnings from Tinuum Group of $8.1 million and $33.6 million, respectively. As of September 30, 2019 and December 31, 2018, the Company's carrying value in Tinuum Group was $37.7 million and zero, respectively.

11
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The following tables present the Company's investment balance, equity earnings and cash distributions in excess of the investment balance, if any, for the three and nine months ended September 30, 2019 and 2018 (in thousands):
Description
 
Date(s)
 
Investment balance
 
ADES equity earnings (loss)
 
Cash distributions
 
Memorandum Account: Cash distributions and equity earnings in (excess) of investment balance
Beginning balance
 
12/31/2018
 
$
—

 
$
—

 
$
—

 
$
(1,672
)
Impact of adoption of accounting standards (1)
 
First Quarter
 
37,232

 
—

 
—

 
—

ADES proportionate share of income from Tinuum Group
 
First Quarter
 
21,439

 
21,439

 
—

 
—

Recovery of prior cash distributions in excess of investment balance (prior to cash distributions)
 
First Quarter
 
(1,672
)
 
(1,672
)
 
—

 
1,672

Cash distributions from Tinuum Group
 
First Quarter
 
(16,788
)
 
—

 
16,788

 
—

Total investment balance, equity earnings (loss) and cash distributions
 
03/31/2019
 
$
40,211

 
$
19,767

 
$
16,788

 
$
—

ADES proportionate share of income from Tinuum Group
 
Second Quarter
 
$
19,244

 
$
19,244

 
$
—

 
$
—

Cash distributions from Tinuum Group
 
Second Quarter
 
(17,000
)
 
—

 
17,000

 
—

Total investment balance, equity earnings (loss) and cash distributions
 
6/30/2019
 
$
42,455

 
$
19,244

 
$
17,000

 
$
—

ADES proportionate share of income from Tinuum Group
 
Third Quarter
 
$
11,746

 
$
11,746

 
$
—

 
$
—

Cash distributions from Tinuum Group
 
Third Quarter
 
(16,468
)
 
—

 
16,468

 
—

Total investment balance, equity earnings (loss) and cash distributions
 
9/30/2019
 
$
37,733

 
$
11,746

 
$
16,468

 
$
—


12
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Description
 
Date(s)
 
Investment balance
 
ADES equity earnings (loss)
 
Cash distributions
 
Memorandum Account: Cash distributions and equity earnings in (excess) of investment balance
Beginning balance
 
12/31/2017
 
$
—

 
$
—

 
$
—

 
$
(12,218
)
ADES proportionate share of income from Tinuum Group (2)
 
First Quarter
 
12,458

 
12,458

 
—

 
—

Recovery of prior cash distributions in excess of investment balance (prior to cash distributions)
 
First Quarter
 
(12,218
)
 
(12,218
)
 
—

 
12,218

Cash distributions from Tinuum Group
 
First Quarter
 
(11,050
)
 
—

 
11,050

 
—

Adjustment for current year cash distributions in excess of investment balance
 
First Quarter
 
10,810

 
10,810

 
—

 
(10,810
)
Total investment balance, equity earnings (loss) and cash distributions
 
3/31/2018
 
$
—

 
$
11,050

 
$
11,050

 
$
(10,810
)
ADES proportionate share of income from Tinuum Group (2)
 
Second Quarter
 
$
14,059

 
$
14,059

 
$
—

 
$
—

Recovery of prior cash distributions in excess of investment balance (prior to cash distributions)
 
Second Quarter
 
(10,810
)
 
(10,810
)
 
—

 
10,810

Cash distributions from Tinuum Group
 
Second Quarter
 
(14,450
)
 
—

 
14,450

 
—

Adjustment for current year cash distributions in excess of investment balance
 
Second Quarter
 
11,201

 
11,201

 
—

 
(11,201
)
Total investment balance, equity earnings (loss) and cash distributions
 
6/30/2018
 
$
—

 
$
14,450

 
$
14,450

 
$
(11,201
)
ADES proportionate share of income from Tinuum Group (2)
 
Third Quarter
 
$
15,798

 
$
15,798

 
$
—

 
$
—

Recovery of prior cash distributions in excess of investment balance (prior to cash distributions)
 
Third Quarter
 
(11,201
)
 
(11,201
)
 
—

 
11,201

Cash distributions from Tinuum Group
 
Third Quarter
 
(8,075
)
 
—

 
8,075

 
—

Adjustment for current year cash distributions in excess of investment balance
 
Third Quarter
 
3,478

 
3,478

 
—

 
(3,478
)
Total investment balance, equity earnings (loss) and cash distributions
 
9/30/2018
 
$
—

 
$
8,075

 
$
8,075

 
$
(3,478
)
(1) As discussed in Note 1, Tinuum Group adopted ASC 606 and ASC 842 as of January 1, 2019. As a result of Tinuum Group’s adoption of these standards, the Company recorded a cumulative adjustment of $28.8 million, net of the impact of income taxes, related to the Company's percentage of Tinuum Group's cumulative effect adjustment that increased the Company's Retained earnings as of January 1, 2019.
(2) For the three and nine months ended September 30, 2018, the amount of the Company's 42.5% proportionate share of net income available to members as shown in the table above may differ from mathematical calculations of the Company’s 42.5% equity interest in Tinuum Group multiplied by the amounts of net income available to members as shown in the table above of Tinuum Group's results of operations due to adjustments related to the Class B preferred return.
Tinuum Services, LLC
The Company has a 50% voting and economic interest in Tinuum Services, which is equivalent to the voting and economic interest of NexGen Refined Coal, LLC ("NexGen"). The Company has determined that Tinuum Services is not a VIE and has evaluated its consolidation analysis under the voting interest model. Because the Company does not own greater than 50% of the outstanding voting shares, either directly or indirectly, it has accounted for its investment in Tinuum Services under the equity method of accounting. The Company’s investment in Tinuum Services as of September 30, 2019 and December 31, 2018 was $6.3 million and $6.6 million, respectively.

13
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The following table summarizes the results of operations of Tinuum Services:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Gross loss
 
$
(27,834
)
 
$
(21,362
)
 
$
(77,761
)
 
$
(64,069
)
Operating, selling, general and administrative expenses
 
51,927

 
43,947

 
151,789

 
127,783

Loss from operations
 
(79,761
)
 
(65,309
)
 
(229,550
)
 
(191,852
)
Other (expenses) income
 
(460
)
 
78

 
(1,018
)
 
443

Loss attributable to noncontrolling interest
 
85,586

 
68,509

 
243,163

 
199,971

Net income
 
$
5,365

 
$
3,278

 
$
12,595

 
$
8,562

ADES equity earnings from Tinuum Services
 
$
2,682

 
$
1,639

 
$
6,297


$
4,281

Included within the Consolidated Statements of Operations of Tinuum Services for the three and nine months ended September 30, 2019 and 2018, respectively, were losses related to VIE's of Tinuum Services. These losses do not impact the Company's equity earnings from Tinuum Services as 100% of those losses are attributable to a noncontrolling interest and eliminated in the calculations of Tinuum Services' net income attributable to the Company's interest.
The following table details the components of the Company's respective equity method investments included within the Earnings from equity method investments line item on the Condensed Consolidated Statements of Operations:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Earnings from Tinuum Group
 
$
11,746


$
8,075

 
$
50,757


$
33,575

Earnings from Tinuum Services
 
2,682


1,639

 
6,297


4,281

(Losses) earnings from other
 
(2
)

1

 
(3
)

1

Earnings from equity method investments
 
$
14,426

 
$
9,715

 
$
57,051


$
37,857

The following table details the components of the cash distributions from the Company's respective equity method investments included in the Condensed Consolidated Statements of Cash Flows. Distributions from equity method investees are reported in the Condensed Consolidated Statements of Cash Flows as "Distributions from equity method investees, return on investment" within Operating cash flows until such time as the carrying value in an equity method investee company is reduced to zero; thereafter, such distributions are reported as "Distributions from equity method investees in excess of cumulative earnings" within Investing cash flows.
 
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
Distributions from equity method investees, return on investment
 
 
 
 
Tinuum Group
 
$
50,256

 
$
—

Tinuum Services
 
6,550

 
4,000

 
 
$
56,806

 
$
4,000

Distributions from equity method investees in excess of investment basis
 
 
 
 
Tinuum Group
 
$
—

 
$
33,575

 
 
$
—

 
$
33,575


14
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)


Note 5 - Debt Obligations
 
 
As of
(in thousands)
 
September 30, 2019
 
December 31, 2018
Senior Term Loan due December 2021, related party
 
$
46,000

 
$
70,000

Less: net unamortized debt issuance costs
 
(1,380
)
 
(1,990
)
Less: net unamortized debt discount
 
(1,338
)
 
(2,052
)
Senior Term Loan due December 2021, net
 
43,282

 
65,958

Finance lease obligations (1)
 
7,066

 
8,167

 
 
50,348

 
74,125

Less: Current maturities
 
(24,072
)
 
(24,067
)
Total long-term debt
 
$
26,276

 
$
50,058

(1) As of December 31, 2018, obligations related to capital lease obligations as defined in ASC 840.
Senior Term Loan
On December 7, 2018, the Company, and ADA-ES, Inc. ("ADA"), a wholly-owned subsidiary, and certain other subsidiaries of the Company as guarantors, The Bank of New York Mellon as administrative agent, and Apollo Credit Strategies Master Fund Ltd and Apollo A-N Credit Fund (Delaware) L.P. (collectively "Apollo"), affiliates of a beneficial owner of greater than five percent of the Company's common stock and a related party, entered into the Senior Term Loan in the amount of $70.0 million less original issue discount of $2.1 million. Proceeds from the Senior Term Loan were used to fund the Carbon Solutions Acquisition as disclosed in Note 2. The Company also paid debt issuance costs of $2.0 million related to the Senior Term Loan. The Senior Term Loan has a term of 36 months and bears interest at a rate equal to 3-month LIBOR (subject to a 1.5% floor) + 4.75% per annum, which is adjusted quarterly to the current 3-month LIBOR rate, and interest is payable quarterly in arrears. Quarterly principal payments of $6.0 million were required beginning in March 2019, and the Company may prepay the Senior Term Loan at any time without penalty. The Senior Term Loan is secured by substantially all of the assets of the Company, including the cash flows from Tinuum Group and Tinuum Services (collectively, the "Tinuum Entities"), but excluding the Company's equity interests in the Tinuum entities.
The Senior Term Loan includes, among others, the following covenants: (1) Beginning December 31, 2018 and as of the end of each fiscal quarter thereafter, the Company must maintain a minimum cash balance of $5.0 million and shall not permit "expected future net cash flows from the refined coal business" (as defined in the Senior Term Loan) to be less than 1.75 times the outstanding principal amount of the Senior Term Loan; (2) Beginning in January 2019, annual collective dividends and buybacks of Company shares in an aggregate amount, not to exceed $30.0 million, is permitted so long as (a) no default or event of default exists under the Senior Term Loan and (b) expected future net cash flows from the refined coal business as of the end of the most recent fiscal quarter exceed $100.0 million.
Line of Credit
On September 30, 2018, ADA, as borrower, the Company, as guarantor, and a bank (the "Lender") entered into an amendment (the "Twelfth Amendment") to the 2013 Loan and Security Agreement (the "Line of Credit"). The Twelfth Amendment decreased the borrowing availability of the Line of Credit to $5.0 million due to decreased collateral requirements, extended the maturity date of the Line of Credit to September 30, 2020 and permitted the Line of Credit to be used as collateral (in place of restricted cash) for letters of credit ("LC's") up to $5.0 million related to equipment projects and certain other agreements. Under the Twelfth Amendment, there was no minimum balance requirement based on the Company meeting certain conditions and maintaining minimum trailing twelve-month EBITDA (earnings before interest, taxes, depreciation and amortization), as previously defined in the "Eleventh Amendment" to the Line of Credit, of $24.0 million.
On December 7, 2018, ADA, as borrower, the Company, as guarantor, and the Lender entered into an amendment to the Line of
Credit, which provided, among other things, for ADA to be able to enter into the Senior Term Loan as a guarantor so long as
the principal amount of the Senior Term Loan did not exceed $70.0 million. Additionally, the financial covenants in the Line
of Credit were amended and restated to be consistent with the aforementioned Senior Term Loan covenants, including
maintaining a minimum cash balance of $5.0 million.
As of September 30, 2019, there were no outstanding borrowings under the Line of Credit.

15
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)


Note 6 - Leases
The financial statement impact from the adoption of ASC 842 as of January 1, 2019 is due to recording ROU assets and related lease liabilities for operating lease commitments that were outstanding as of December 31, 2018. The Company has elected the transitional practical expedients allowed under ASC 842, which include among other things that the Company need not reassess: (1) whether any existing contracts are or contain leases, inclusive of land easements; (2) the lease classification or lease term for existing leases; and (3) initial direct costs for any existing leases. In addition, the Company has elected for all classes of underlying assets the practical expedient to not separate nonlease components from lease components and to account for each separate lease component and the nonlease components associated with that lease component as a single lease component.
ASC 842 defines a lease as a contract, or part of a contract, that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of an identified asset means that an entity has both the right to obtain substantially all of the economic benefits from the use of an identified asset and the right to direct the use of that identified asset. The determination of whether a contract contains a lease may require significant assumptions and judgments.
Historically, Carbon Solutions has used leasing to fund the majority of its capital needs for mining and manufacturing equipment. As of September 30, 2019, the Company has obligations under finance and operating leases in the amounts of $7.1 million and $5.9 million, respectively. ROU assets under finance leases are mining equipment used at the Company’s lignite mine, which provides the key raw materials for manufacturing the Company’s products. ROU assets under operating leases are primarily plant equipment used at the Company’s manufacturing facility, but also include other office equipment, vehicles and office facilities. As of September 30, 2019, the Company has ROU assets, net of accumulated amortization, under finance leases and operating leases of $6.4 million and $5.9 million, respectively.
Certain of the finance and operating leases have options permitting renewals for additional periods and buy-out options. Renewal and buy-out options for applicable leases have not been included in the measurement of the respective lease liabilities as the Company is not reasonably certain that it will exercise the respective option or the lessor does not have an exclusive right to exercise the option.
Variable lease payments represent payments made by a lessee for the right to use an underlying asset that vary because of changes in facts or circumstances occurring after the commencement date of a lease other than the passage of time. Variable lease payments that are based on an index or rate, calculated by using the index or rate that exists on the lease commencement date, are included in the measurement of a lease liability. Certain of the Company’s operating leases for office facilities contain variable lease components that are not based on an index or rate, and the Company recognizes these payments as lease expense in the period in which the obligation for those payments is incurred.
The Company calculates lease liabilities based on the present value of lease payments discounted by the rate implicit in the lease or, if not readily determinable, the Company’s incremental borrowing rate.
The Company records lease liabilities and related ROU assets for all leases that have a term of greater than one year. For short-term leases (leases with terms of less than one year), the Company expenses lease payments on a straight-line basis over the lease term.
Finance leases
Leases classified as capital leases under ASC 840 and the related assets and liabilities were recorded and classified as finance leases as of January 1, 2019 based on their carrying values of $8.1 million and $8.2 million, respectively, as of December 31, 2018. ROU assets under finance leases and finance lease liabilities are included in Property, plant and equipment and Current portion and Long-term portion of borrowings, respectively, in the Condensed Consolidated Balance Sheet as of September 30, 2019.
Finance lease liabilities are subsequently measured by increasing the carrying amount to reflect interest expense on the finance lease liability and reducing the carrying amount of the lease liability to reflect lease payments made during the period. Interest on finance lease liabilities is determined in each period during the lease term as the amount that produces a constant periodic discount rate on the remaining balance of the lease liability. ROU assets under finance leases are amortized over the remaining lease term on a straight-line basis. Interest expense related to finance lease liabilities and amortization of ROU assets under finance leases are included in Interest expense and Depreciation, amortization, depletion and accretion, respectively, in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2019.

16
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Operating leases
Operating lease liabilities as of January 1, 2019 were calculated at the present value, using a discount rate of the lease, of the remaining minimum rental payments (as defined under ASC 840). As the rate implicit in all of the operating leases was not readily determinable, the Company determined its discount rate as of January 1, 2019 based on an estimate of its incremental borrowing rate. This rate was based on the Company’s effective borrowing rate on the Senior Term Loan, considering the collateral requirements contained therein, in effect as of January 1, 2019. ROU assets under operating leases as of January 1, 2019 were determined as the calculated value of the operating lease liabilities less accrued lease payments and accrued lease incentives. As of December 31, 2018, the total amount of accrued lease payments and accrued lease incentives was approximately $0.1 million. ROU assets under operating leases and operating lease liabilities are included in Other long-term assets and Other liabilities and Other long-term liabilities, respectively, in the Condensed Consolidated Balance Sheet as of September 30, 2019.
Operating lease liabilities are subsequently measured at the present value of the lease payments not yet paid discounted using the discount rate for the lease established at the inception date of the lease (or January 1, 2019 for operating leases in effect as of December 31, 2018). ROU assets under operating leases are subsequently measured at the amounts of the related operating lease liability, adjusted for, as applicable, prepaid or accrued lease payments, the remaining balance of any lease incentives received, unamortized initial direct costs and impairment. Lease expense from operating leases is recognized as a single lease cost over the remaining lease term on a straight-line basis. Variable lease payments not included in operating lease liabilities are recognized as expense in the period in which the obligation for those payments is incurred. Lease expense for operating leases for the three and nine months ended September 30, 2019 was $1.1 million and $3.3 million, respectively, of which $1.0 million and $3.1 million, respectively is included in Consumables - cost of revenue, exclusive of depreciation and amortization, and $0.1 million and $0.3 million, respectively, is included in General and administrative in the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2019.
In August 2019, the Company entered into a new lease agreement covering approximately twenty-one thousand square feet of office space for a term of 3.5 years and recorded a ROU asset of $1.2 million and a corresponding operating lease liability of $1.2 million.

17
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Lease financial information as of and for the three and nine months ended September 30, 2019 is provided in the following table:
 
 
 
 
 
(in thousands)
 
Three Months Ended September 30, 2019
 
Nine Months Ended September 30, 2019
Finance lease cost:
 
 
 
 
Amortization of right-of-use assets
 
$
1,277

 
$
2,371

Interest on lease liabilities
 
82

 
270

Operating lease cost
 
908

 
2,764

Short-term lease cost
 
198

 
558

Variable lease cost (1)
 
52

 
227

Total lease cost
 
$
2,517

 
$
6,190

 
 
 
 
 
Other Information:
 
 
 
 
Cash paid for amounts included in the measurement of lease liabilities:
 
 
 
 
Operating cash flows from finance leases
 
 
 
$
270

Operating cash flows from operating leases
 
 
 
$
2,435

Financing cash flows from finance leases
 
 
 
$
1,016

Right-of-use assets obtained in exchange for new operating lease liabilities
 
 
 
$
1,309

Weighted-average remaining lease term - finance leases
 
 
 
4.4 years

Weighted-average remaining lease term - operating leases
 
 
 
2.5 years

Weighted-average discount rate - finance leases
 
 
 
6.1
%
Weighted-average discount rate - operating leases
 
 
 
8.6
%
(1) Primarily includes common area maintenance, property taxes and insurance payable to lessors.
The following table summarizes the Company’s future lease payments under finance and operating leases as of September 30, 2019:
(in thousands)
 
Operating
Lease
Commitments
 
Finance
Lease
Commitments
 
Total Lease Commitments
2019 (remaining three months)
 
$
873

 
$
433

 
$
1,306

2020
 
2,718

 
1,707

 
4,425

2021
 
2,035

 
1,802

 
3,837

2022
 
721

 
951

 
1,672

2023
 
359

 
951

 
1,310

Thereafter
 
—

 
2,482

 
2,482

Total lease payments
 
6,706

 
8,326

 
15,032

Less: Imputed interest
 
(769
)
 
(1,260
)
 
(2,029
)
Present value of lease payments
 
$
5,937

 
$
7,066

 
$
13,003

Disclosures under ASC 840
Rent expense for the three and nine months ended September 30, 2018 was $0.1 million and $0.2 million, respectively, and was included in General and administrative expense in the Condensed Consolidated Statement of Operations.
As of December 31, 2018, mining equipment financed under capital leases in the amount of $8.1 million, net of accumulated amortization of $0.1 million, was included in Property, plant and equipment in the Condensed Consolidated Balance Sheet.

18
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The following table summarizes the Company’s future minimum non-cancellable lease payments due under capital and operating leases as of December 31, 2018:
(in thousands)
 
Operating
Lease
Commitments
 
Capital
Lease
Commitments
2019
 
$
3,619

 
$
1,749

2020
 
2,273

 
1,707

2021
 
1,632

 
1,802

2022
 
310

 
951

2023
 
221

 
951

Thereafter
 
—

 
2,482

Total minimum lease payments
 
$
8,055

 
9,642

Less: Imputed interest
 
 
 
(1,475
)
Present value of minimum lease payments
 
 
 
$
8,167

Note 7 - Revenues
Contract Assets and Liabilities
Contract assets are comprised of unbilled receivables and are included in Receivables, net in the Condensed Consolidated Balance Sheet. Unbilled receivables represent a conditional right to consideration in exchange for goods or services transferred to a customer.
Trade receivables represent an unconditional right to consideration in exchange for goods or services transferred to a customer. The Company invoices its customers in accordance with the terms of the contract. Credit terms are generally net 30 from the date of invoice. The timing between the satisfaction of performance obligations and when payment is due from the customer is generally not significant. The Company records allowances for doubtful trade receivables when it is probable that the balances will not be collected.
Contract liabilities are comprised of deferred revenue, which represents an obligation to transfer goods or services to a customer for which the Company has received consideration from the customer and, if deliverable within one year or less, is included in Other current liabilities in the Condensed Consolidated Balance Sheet and, if deliverable outside of one year, is included in Other long-term liabilities in the Condensed Consolidated Balance Sheet.
Trade receivables, net
The following table shows the components of Trade receivables, net:
 
 
As of
(in thousands)
 
September 30, 2019
 
December 31, 2018
Trade receivables
 
$
7,338

 
$
10,121

Less: Allowance for doubtful accounts
 
(567
)
 
(567
)
Trade receivables, net
 
$
6,771

 
$
9,554

For the three and nine months ended September 30, 2019, the Company recognized zero provision for bad debt expense, respectively.
Disaggregation of Revenue
During the three and nine months ended September 30, 2019 and 2018, all performance obligations related to revenues recognized were satisfied at a point in time. The Company disaggregates its revenues by major components as well as between its two reportable segments, which are further discussed in Note 13 to the Condensed Consolidated Financial Statements. The following tables disaggregate revenues by major component for the three and nine months ended September 30, 2019 and 2018

19
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

(in thousands):
 
 
Three Months Ended September 30, 2019
 
Nine Months Ended September 30, 2019
 
 
Segment
 
 
 
 
 
Segment
 
 
 
 
 
 
PGI
 
RC
 
Other
 
Total
 
PGI
 
RC
 
Other
 
Total
Revenue component
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumables
 
$
14,010

 
$
—

 
$
738

 
$
14,748

 
$
39,612

 
$
—

 
$
1,631

 
$
41,243

License royalties, related party
 
—

 
4,385

 
—

 
4,385

 
—

 
12,796

 
—

 
12,796

Revenues from customers
 
14,010

 
4,385

 
738

 
19,133

 
39,612

 
12,796

 
1,631

 
54,039

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings from equity method investments
 
—

 
14,426

 
—

 
14,426

 
—

 
57,051

 
—

 
57,051

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues from customers and earnings from equity method investments
 
$
14,010

 
$
18,811

 
$
738

 
$
33,559

 
$
39,612

 
$
69,847

 
$
1,631

 
$
111,090

 
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
 
Segment
 
 
 
Segment
 
 
 
 
PGI
 
RC
 
Total
 
PGI
 
RC
 
Total
Revenue component
 
 
 
 
 
 
 
 
 
 
 
 
Consumables
 
$
1,043

 
$
—

 
$
1,043

 
$
2,390

 
$
—

 
$
2,390

License royalties, related party
 
—

 
4,104

 
4,104

 
—

 
10,857

 
10,857

Other
 
—

 
—

 
—

 
72

 
—

 
72

Revenues from customers
 
1,043

 
4,104

 
5,147

 
2,462

 
10,857

 
13,319

 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings from equity method investments
 
—

 
9,715

 
9,715

 
—

 
37,857

 
37,857

 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues from customers and earnings from equity method investments
 
$
1,043

 
$
13,819

 
$
14,862

 
$
2,462

 
$
48,714

 
$
51,176

Note 8 - Commitments and Contingencies
Legal Proceedings
The Company is from time to time subject to, and is presently involved in, various pending or threatened legal actions and proceedings, including those that arise in the ordinary course of its business. Such matters are subject to many uncertainties and to outcomes, the financial impacts of which are not predictable with assurance and that may not be known for extended periods of time. The Company records a liability in its consolidated financial statements for costs related to claims, settlements, and judgments where management has assessed that a loss is probable and an amount can be reasonably estimated. There were no significant legal proceedings as of September 30, 2019.

20
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Restricted Cash
As of September 30, 2019 and December 31, 2018, the Company had long-term restricted cash of $5.0 million and $5.2 million, respectively, which primarily consisted of minimum cash balance requirements under the Senior Term Loan. As of September 30, 2019 and December 31, 2018, the Company had short-term restricted cash of zero and $0.1 million, respectively, related to other commitments.
Tinuum Group
The Company also has certain limited obligations contingent upon future events in connection with the activities of Tinuum Group. The Company, NexGen and two entities affiliated with NexGen have provided an affiliate of the Goldman Sachs Group, Inc. with limited guaranties (the "Tinuum Group Party Guaranties") related to certain losses it may suffer as a result of inaccuracies or breach of representations and covenants. The Company also is a party to a contribution agreement with NexGen under which any party called upon to pay on a Tinuum Group Party Guaranty is entitled to receive contributions from the other party equal to 50% of the amount paid. No liability or expense provision has been recorded by the Company related to this contingent obligation as the Company believes that it is not probable that a loss will occur with respect to Tinuum Group Party Guaranties.
Note 9 - Stockholders' Equity
Stock Repurchase Programs
In November 2018, the Company's Board of Directors (the "Board") authorized the Company to purchase up to $20.0 million of its outstanding common stock. This stock repurchase program will remain in effect until December 31, 2019 unless otherwise modified by the Board. Previously, the Board had authorized the Company to purchase up to $20.0 million of its outstanding common stock under a separate repurchase program that was in effect until July 31, 2018.
For the three and nine months ended September 30, 2019, under the respective stock repurchase program authorized by the Board, the Company purchased 8,152 and 256,743 shares of its common stock for cash of $0.1 million and $2.9 million, respectively, inclusive of commissions and fees. For the three and nine months ended September 30, 2018, under the respective stock repurchase program authorized by the Board, the Company purchased 186,212 and 1,011,630 shares of its common stock for cash of $2.1 million and $11.2 million, respectively, inclusive of commissions and fees. Of these amounts, $2.1 million and $4.3 million were purchased in single blocks through privately negotiated transactions for the three and nine months ended September 30, 2018, respectively.
Quarterly Cash Dividend
Dividends per share declared by the Board, and paid quarterly on all outstanding shares of common stock during the three and nine months ended September 30, 2019 and 2018 were as follows:
 
 
2019
 
2018
 
 
Per share
 
Date paid
 
Per share
 
Date paid
Dividends declared during quarter ended:
 
 
 
 
 
 
 
 
March 31
 
$
0.25

 
March 7, 2019
 
$
0.25

 
March 8, 2018
June 30
 
$
0.25

 
June 7, 2019
 
$
0.25

 
June 8, 2018
September 30
 
$
0.25

 
September 6, 2019
 
$
0.25

 
September 6, 2018
 
 
$
0.75

 
 
 
$
0.75

 
 
A portion of the dividends declared remains accrued subsequent to the payment dates and represents dividends accumulated on nonvested shares of common stock held by employees and directors of the Company that contain forfeitable dividend rights that are not payable until the underlying shares of common stock vest. These amounts are included in both Other current liabilities and Other long-term liabilities on the Condensed Consolidated Balance Sheet as of September 30, 2019.
Tax Asset Protection Plan
U.S. federal income tax rules, and Section 382 of the Internal Revenue Code in particular, could substantially limit the use of net operating losses and other tax assets if the Company experiences an "ownership change" (as defined in the Internal Revenue Code). In general, an ownership change occurs if there is a cumulative change in the ownership of the Company by "5 percent stockholders" that exceeds 50 percentage points over a rolling three-year period.

21
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

On May 5, 2017, the Board approved the declaration of a dividend of rights to purchase Series B Junior Participating Preferred Stock for each outstanding share of common stock as part of a tax asset protection plan (the "Tax Asset Protection Plan") designed to protect the Company’s ability to utilize its net operating losses and tax credits. The Tax Asset Protection Plan is intended to act as a deterrent to any person acquiring beneficial ownership of 4.99% or more of the Company’s outstanding common stock.
On April 6, 2018, the Board approved the First Amendment to the Tax Asset Protection Plan (the "First Amendment") that amends the Tax Asset Protection Plan dated May 5, 2017. The First Amendment amended the definition of "Final Expiration Date" under the Tax Asset Protection Plan to extend the duration of the TAPP and makes associated changes in connection therewith. At the Company's 2018 annual meeting of stockholders, the Company's stockholders approved the First Amendment, thus the Final Expiration Date will be the close of business on December 31, 2019, which was subsequently extended, as described below.
On April 5, 2019, the Board approved the Second Amendment to the Tax Asset Protection Plan (the "Second Amendment") that amends the Tax Asset Protection Plan dated May 5, 2017, as amended by the First Amendment to Tax Asset Protection Plan, dated April 6, 2018 (the “TAPP”) between the Company and the Rights Agent. The Second Amendment amends the definition of the “Final Expiration Date” under the TAPP to extend the duration of the TAPP and makes associated changes in connection therewith. At the Company's 2019 annual meeting of stockholders, the Company's stockholders approved the Second Amendment, thus the Final Expiration Date will be the close of business on December 31, 2020.
Note 10 - Stock-Based Compensation
The Company grants equity-based awards to employees, non-employee directors, and consultants that may include, but are not limited to, RSA's, restricted stock units ("RSU's") and stock options. Stock-based compensation expense related to manufacturing employees and administrative employees is included within the Cost of goods sold and Payroll and benefits line items, respectively, in the Condensed Consolidated Statements of Operations. Stock-based compensation expense related to non-employee directors and consultants is included within the General and administrative line item in the Condensed Consolidated Statements of Operations.
Total stock-based compensation expense for the three and nine months ended September 30, 2019 and 2018 was as follows:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
 
2019
 
2018
RSA expense
 
$
468

 
$
919

 
$
1,326

 
$
1,871

Stock option expense
 
—

 
—

 
—

 
58

Total stock-based compensation expense
 
$
468

 
$
919

 
$
1,326

 
$
1,929

The amount of unrecognized compensation cost as of September 30, 2019, and the expected weighted-average period over which the cost will be recognized is as follows:
 
 
As of September 30, 2019
(in thousands)
 
Unrecognized Compensation Cost
 
Expected Weighted-
Average Period of
Recognition (in years)
RSA expense
 
$
3,146

 
1.67
Total unrecognized stock-based compensation expense
 
$
3,146

 
1.67
Restricted Stock
Restricted stock is typically granted with vesting terms of three years. The fair value of RSA's and RSU's is determined based on the closing price of the Company’s common stock on the authorization date of the grant multiplied by the number of shares subject to the stock award. Compensation expense for RSA's is generally recognized on a straight-line basis over the entire vesting period. Compensation expense for RSU's is generally recognized on a straight-line basis over the service period of the award.

22
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

A summary of RSA and RSU activity under the Company's various stock compensation plans for the nine months ended September 30, 2019 is presented below:
 
 
Restricted Stock
 
Weighted-Average Grant Date Fair Value
(in thousands, except for share and per share amounts)
 
Awards
 
Units
 
RSA's
 
RSU's
Non-vested at January 1, 2019
 
280,852

 
20,000

 
$
9.92

 
$
10.52

Granted
 
275,983

 
—

 
$
11.07

 
$
—

Vested
 
(84,156
)
 
—

 
$
9.74

 
$
—

Forfeited
 
(3,498
)
 
—

 
$
10.96

 
$
—

Non-vested at September 30, 2019
 
469,181

 
20,000

 
$
10.62

 
$
10.52

Stock Options
Stock options generally vest over three years or upon satisfaction of performance-based conditions and have a contractual limit of five years from the date of grant to exercise. The fair value of stock options granted is determined on the date of grant using the Black-Scholes option pricing model and the related expense is recognized on a straight-line basis over the entire vesting period.
A summary of stock option activity for the nine months ended September 30, 2019 is presented below:
 
 
Number of Options
Outstanding and
Exercisable
 
Weighted-Average
Exercise Price
 
Aggregate Intrinsic Value (in thousands)
 
Weighted-Average
Remaining Contractual
Term (in years)
Options outstanding, January 1, 2019
 
529,780

 
$
12.23

 
 
 
 
Options granted
 
—

 
—

 
 
 
 
Options exercised
 
(185,332
)
 
9.50

 
 
 
 
Options expired / forfeited
 
(20,000
)
 
20.07

 
 
 
 
Options outstanding, September 30, 2019
 
324,448

 
$
13.31

 
$
497

 
0.74
Options exercisable, September 30, 2019
 
324,448

 
$
13.31

 
$
497

 
0.74
The Company did not receive cash from the exercise of stock options during the three months ended September 30, 2019 as 149,715 shares were withheld as payment of the exercise price. The total intrinsic value of options exercised during the three months ended September 30, 2019 was $0.4 million.

23
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)


Note 11 - Supplemental Financial Information
Supplemental Balance Sheet Information
The following table summarizes the components of Prepaid expenses and other assets and Other long-term assets, net as presented in the Condensed Consolidated Balance Sheets:
 
 
As of
(in thousands)
September 30,
2019
 
December 31,
2018
Prepaid expenses and other assets:
 
 
 
 
   Prepaid expenses
 
$
1,635

 
$
1,233

Prepaid income taxes
 
2,753

 
2,940

Other
 
1,682

 
1,397

 
 
$
6,070

 
$
5,570

Other long-term assets, net:
 
 
 
 
Highview Investment
 
$
552

 
$
552

   Spare parts
 
3,325

 
3,278

   Mine development costs, net
 
4,672

 
2,531

Mine reclamation asset, net
 
2,291

 
—

Prepaid royalty expense, long-term
 
955

 
955

Right of use assets, operating leases, net
 
5,894

 
—

Other long-term assets
 
674

 
677

 
 
$
18,363

 
$
7,993

Spare parts include critical spares required to support plant operations. Parts and supply costs are determined using the lower of cost or estimated replacement cost. Parts are recorded as maintenance expenses in the period in which they are consumed.
Mine development costs include acquisition costs, the cost of other development work and mitigation costs related to the Company's mining operations which are depleted over the estimated life of the related mine reserves, which is 18 years. The Company performs an evaluation of the recoverability of the carrying value of mine development costs to determine if facts and circumstances indicate that their carrying value may be impaired and if any adjustment is warranted. There were no indicators of impairment as of September 30, 2019. Mine reclamation asset represents an asset retirement obligation asset and is depreciated over the estimated life of the mine, which is 18 years.
The Company holds a long-term investment (the "Highview Investment") in Highview Enterprises Limited ("Highview"), a London, England based developmental stage company specializing in power storage. In November 2014, the Company acquired an 8% ownership interest in the common stock of Highview for $2.8 million in cash. The Company accounts for the Highview Investment as an investment recorded at cost, less impairment, plus or minus observable changes in price for identical or similar investments of the same issuer.
The Highview Investment is evaluated for indicators of impairment such as an event or change in circumstances that may have a significant adverse effect on the fair value of the investment. There were no changes to the carrying value of the Highview Investment for the three and nine months ended September 30, 2019 as there were no indicators of impairment or observable price changes for equity issued by Highview.

24
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The following table details the components of Other current liabilities and Other long-term liabilities as presented in the Condensed Consolidated Balance Sheets:
 
 
As of
(in thousands)
 
September 30,
2019
 
December 31,
2018
Other current liabilities:
 
 
 
 
Current portion of operating lease obligations
 
$
2,605

 
$
—

Accrued interest
 
339

 
407

Income and other taxes payable
 
420

 
479

Other
 
923

 
1,252

 
 
$
4,287

 
$
2,138

Other long-term liabilities:
 
 
 
 
Operating lease obligations, long-term
 
$
3,332

 
$
—

Mine reclamation liability
 
2,540

 
624

Other long-term liabilities
 
190

 
316

 
 
$
6,062

 
$
940

Supplemental Condensed Consolidated Statements of Operations Information
The following table details the components of Interest expense in the Condensed Consolidated Statements of Operations:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Interest on Senior Term Loan
 
$
940

 
$
—

 
$
3,344


$
—

Debt discount and debt issuance costs
 
473

 
—

 
1,324

 
—

453A interest
 
234

 
388

 
882


1,128

Other
 
82

 
11

 
270

 
19

 
 
$
1,729

 
$
399

 
$
5,820

 
$
1,147

Note 12 - Income Taxes
For the three and nine months ended September 30, 2019 and 2018, the Company's income tax expense and effective tax rates based on forecasted pre-tax income were:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands, except for rate)
 
2019
 
2018
 
2019
 
2018
Income tax expense
 
$
6,595

 
$
3,931

 
$
14,928

 
$
5,151

Effective tax rate
 
63
%
 
42
%
 
36
%
 
15
%
The effective tax rate for the three and nine months ended September 30, 2019 was different from the federal statutory rate due to increases of $4.8 million and $3.6 million, respectively, in the valuation allowance on deferred tax assets. These charges were a result of a reduction in forecasts as of September 30, 2019 of future years' taxable income. In addition, the effective rate for both the three and nine months ended September 30, 2019 was increased by state income tax expense, net of federal benefit.
The Company assesses the valuation allowance recorded against deferred tax assets at each reporting date. The determination of whether a valuation allowance for deferred tax assets is appropriate requires the evaluation of positive and negative evidence that can be objectively verified. Consideration must be given to all sources of taxable income available to realize the deferred tax asset, including, as applicable, the future reversal of existing temporary differences, future taxable income forecasts exclusive of the reversal of temporary differences and carryforwards, taxable income in carryback years and tax planning strategies. In estimating income taxes, the Company assesses the relative merits and risks of the appropriate income tax treatment of transactions taking into account statutory, judicial, and regulatory guidance.

25
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 13 - Business Segment Information
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by a company's chief operating decision maker ("CODM"), or a decision-making group, in deciding how to allocate resources and in assessing financial performance. As of September 30, 2019, the Company's CODM was the Company's CEO. The Company's operating and reportable segments are identified by products and services provided.
As of September 30, 2019, the Company has two reportable segments: (1) Refined Coal ("RC"); and (2) Power Generation and Industrials ("PGI").
The business segment measurements provided to and evaluated by the CODM are computed in accordance with the principles listed below:
•
The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies in the 2018 Form 10-K.
•
Segment revenues include equity method earnings and losses from the Company's equity method investments.
•
Segment operating income (loss) includes segment revenues and allocation of certain "Corporate general and administrative expenses," which include Payroll and benefits, Legal and professional fees and General and administrative.
•
RC segment operating income includes interest expense directly attributable to the RC segment.
As of September 30, 2019 and December 31, 2018, substantially all of the Company's material assets are located in the U.S. and all significant customers are U.S. companies. The following table presents the Company's operating segment results for the three and nine months ended September 30, 2019 and 2018:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
 
Refined Coal:
 
 
 
 
 
 
 
 
Earnings in equity method investments
 
$
14,426

 
$
9,715

 
$
57,051

 
$
37,857

License royalties, related party
 
4,385

 
4,104

 
12,796

 
10,857

 
 
18,811

 
13,819

 
69,847

 
48,714

Power Generation and Industrials:
 
 
 
 
 
 
 
 
Consumables
 
14,010


1,043


39,612


2,390

Other
 
—


—


—


72

 
 
14,010

 
1,043

 
39,612

 
2,462

Total segment reporting revenues
 
32,821

 
14,862

 
109,459

 
51,176

 
 
 
 
 
 
 
 
 
Adjustments to reconcile to reported revenues:
 
 
 
 
 
 
 
 
Earnings in equity method investments
 
(14,426
)
 
(9,715
)
 
(57,051
)
 
(37,857
)
Corporate and other
 
738

 
—

 
1,631

 
—

Total reported revenues
 
$
19,133

 
$
5,147

 
$
54,039

 
$
13,319

 
 
 
 
 
 
 
 
 
Segment operating income (loss):
 
 
 
 
 
 
 
 
Refined Coal (1)
 
$
18,158

 
$
12,798


$
68,137


$
45,775

Power Generation and Industrials (2)
 
(977
)
 
(1,168
)
 
(8,301
)
 
(3,493
)
Total segment operating income
 
$
17,181

 
$
11,630

 
$
59,836

 
$
42,282

(1) Included in RC segment operating income for the three and nine months ended September 30, 2019 and 2018 is 453A interest expense of $0.2 million and $0.9 million and $0.4 million and $1.1 million, respectively.
(2) Included in PGI segment operating loss for the nine months ended September 30, 2019 was $4.7 million of costs recognized as a result of the step-up in inventory fair value recorded from the Carbon Solutions Acquisition. Also included in PGI segment operating loss for the three and nine months ended September 30, 2019 was $1.9 million and $4.5 million, respectively, of depreciation, amortization, and depletion expense on mine and plant long-lived assets.

26
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

A reconciliation of reportable segment operating income to the Company's consolidated income before income tax expense is as follows:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Total reported segment operating income
 
$
17,181

 
$
11,630

 
$
59,836

 
$
42,282

Other operating loss
 
(658
)
 
—

 
(1,409
)
 
—

 
 
16,523

 
11,630

 
58,427

 
42,282

Adjustments to reconcile to income before income tax expense attributable to the Company:
 
 
 
 
 
 
 
 
Corporate payroll and benefits
 
(768
)
 
(957
)
 
(2,004
)
 
(3,054
)
Corporate legal and professional fees
 
(1,737
)
 
(634
)
 
(5,254
)
 
(3,222
)
Corporate general and administrative
 
(2,278
)
 
(658
)
 
(5,427
)
 
(2,483
)
Corporate depreciation and amortization
 
(21
)
 
(23
)
 
(41
)
 
(97
)
Corporate interest (expense) income, net
 
(1,413
)
 
(10
)
 
(4,668
)
 
(18
)
Other income (expense), net
 
212

 
86

 
334

 
199

Income before income tax expense
 
$
10,518

 
$
9,434

 
$
41,367

 
$
33,607

Corporate general and administrative expenses include certain costs that benefit the business as a whole but are not directly related to one of the Company's segments. Such costs include, but are not limited to, accounting and human resources staff, information systems costs, legal fees, facility costs, audit fees and corporate governance expenses. 
A reconciliation of reportable segment assets to the Company's consolidated assets is as follows:
 
 
As of
(in thousands)
 
September 30,
2019
 
December 31,
2018
Assets:
 
 
 
 
Refined Coal (1)
 
$
49,055

 
$
11,468

Power Generation and Industrials
 
82,121

 
85,786

Total segment assets
 
131,176

 
97,254

All Other and Corporate (2)
 
47,552

 
62,410

Consolidated
 
$
178,728

 
$
159,664

(1) Includes $44.1 million and $6.6 million of investments in equity method investees, respectively.
(2) Includes the Company's deferred tax assets.
Note 14 - Fair Value Measurements
Fair value of financial instruments
The carrying amounts of financial instruments, including cash, cash equivalents and restricted cash, accounts receivable, accounts payable and accrued expenses, approximate fair value due to the short maturity of these instruments. Accordingly, these instruments are not presented in the table below. The following table provides the estimated fair values of the remaining financial instruments:
 
 
As of September 30, 2019
 
As of December 31, 2018
(in thousands)
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Financial Instruments:
 
 
 
 
 
 
 
 
Highview Investment
 
$
552

 
$
552

 
$
552

 
$
552

Highview Obligation
 
$
207

 
$
207

 
$
213

 
$
213

Concentration of credit risk
The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company holds cash and cash equivalents at three financial institutions as of September 30, 2019. If an

27
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

institution was unable to perform its obligations, the Company would be at risk regarding the amount of cash and investments in excess of the Federal Deposit Insurance Corporation limits (currently $250 thousand) that would be returned to the Company.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
As of September 30, 2019 and December 31, 2018, the Company had no financial instruments carried and measured at fair value on a recurring basis.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
The Company completed the Carbon Solutions Acquisition, in which the fair value of the purchase consideration totaled $66.5 million. The Company's allocation of purchase consideration to the estimated fair values of the assets acquired and liabilities assumed is disclosed in Note 2.
The fair value measurements represent Level 3 measurements as they are based on significant inputs not observable in the market.
Note 15 - Restructuring
In December 2018, the Company recorded restructuring charges in connection with the departures of certain executives of Carbon Solutions in conjunction with the Carbon Solutions Acquisition. As part of the Carbon Solutions Acquisition, the Company also assumed a salary severance liability for an additional executive of Carbon Solutions in the amount of $0.6 million. Additionally, the Company recorded restructuring charges in 2018 in connection with a reduction in force that commenced in May 2018 as part of the Company's further alignment of the business with strategic objectives, which included the departure of certain executive officers. These charges related to cash severance arrangements with departing employees and executives, as well as stock-based compensation charges related to the acceleration of vesting of certain stock awards. There were no material restructuring activities during the three and nine months ended September 30, 2019.
A summary of the net pretax charges, incurred by segment, for the three and nine months ended September 30, 2018 is as follows:
 
 
 
 
Pretax Charge
(in thousands, except employee data)
 
Approximate Number of Employees
 
Refined Coal (1)
 
Power Generation and Industrials (1)
 
All Other and Corporate (1)
 
Total
Three Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
Restructuring charges
 
7
 
$
168

 
$
500

 
$
434

 
$
1,102

Changes in estimates
 
 
 
—

 
—

 
—

 
—

Total pretax charge, net of reversals
 
 
 
$
168

 
$
500

 
$
434

 
$
1,102

 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
Restructuring charges
 
13
 
$
448

 
$
996

 
$
557

 
$
2,001

Changes in estimates
 
 
 
—

 
—

 
—

 
—

Total pretax charge, net of reversals
 
 
 
$
448

 
$
996

 
$
557

 
$
2,001

(1) Restructuring charges were allocated consistent with the allocations made in Note 13 - Business Segment Information
The following table summarizes the Company's change in restructuring accruals for the nine months ended September 30, 2019:
(in thousands)
 
Employee Severance
Remaining accrual as of December 31, 2018
 
$
2,208

Expense provision
 
233

Cash payments and other
 
(1,758
)
Change in estimates
 
(104
)
Remaining accrual as of September 30, 2019
 
$
579


28
Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Restructuring accruals are included within the Accrued payroll and related liabilities line item in the Condensed Consolidated Balance Sheets. Restructuring expenses are included within the Payroll and benefits line item in the Condensed Consolidated Statements of Operations.
Note 16 - Subsequent Events
Unless disclosed elsewhere within the notes to the Condensed Consolidated Financial Statements, the following are the significant matters that occurred subsequent to September 30, 2019.
Dividends
On November 12, 2019, the Company's Board declared a quarterly dividend of $0.25 per share of common stock, which is payable on December 13, 2019 to stockholders of record as of the close of business on November 26, 2019. 
Share repurchase program
As disclosed in Note 9, in November 2018, the Company's Board authorized the Company to purchase up to $20.0 million of its outstanding common stock. This stock repurchase program was to remain in effect until December 31, 2019 unless otherwise modified by the Board. As of September 30, 2019, the Company had $2.9 million remaining under this program. In November 2019, the Board authorized an incremental $7.1 million to this stock repurchase program and provided that the program will remain in effect until all amounts are utilized or the program is otherwise modified by the Board.

29



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of our operations should be read together with the unaudited Condensed Consolidated Financial Statements and notes of Advanced Emissions Solutions, Inc. ("ADES" or the "Company") included elsewhere in Item 1 of Part I of this Quarterly Report and with the audited consolidated financial statements and the related notes of ADES included in the 2018 Form 10-K.
Overview
We provide environmental solutions to customers in coal-fired power generation, municipal water and other industries primarily through emissions and water purification control technologies of our subsidiaries and joint ventures. Our proprietary technologies and associated product offerings provide pollutant control solutions to enable coal-fired power generators, industrials and municipal water to reduce emissions of mercury and other air pollutants and to assist in the purification of water.
We operate two segments: Refined Coal ("RC") and Power Generation and Industrials ("PGI") (f/k/a "Emissions Control" or "EC"). Our RC segment is comprised of our equity ownership in Tinuum Group, LLC ("Tinuum Group"), an unconsolidated entity that provides reduction of mercury and nitrogen oxide ("NOX") emissions at select coal-fired power generators through the production and sale of RC that qualifies for tax credits under the Internal Revenue Code Section 45 - Production Tax Credit ("Section 45 tax credits"). We benefit from Tinuum Group's production and sale of RC, which generates tax credits, as well as its revenue from selling or leasing RC facilities to tax equity investors.
Our PGI segment includes the sale of products that provide mercury control and other air and water contaminants control to coal-fired power generators and other industrial companies. Our primary products are produced from lignite coal, which creates activated carbon ("AC"). From AC, we manufacture various forms of AC that include powdered activated carbon ("PAC") and granular activated carbon ("GAC"). There are three primary consumable products that work in conjunction with the installed equipment at coal-fired utilities to control mercury: PAC, coal additives and scrubber additives. In many cases these three consumable products can be used together or in many circumstances substituted for each other. However, activated carbon is typically the most efficient and effective way to capture mercury and currently accounts for over 50% of the mercury control consumables North American market.
On December 7, 2018 (the "Acquisition Date"), we acquired (the "Carbon Solutions Acquisition") 100% of the equity interests of ADA Carbon Solutions, LLC (“Carbon Solutions”). Carbon Solutions is a manufacturer and seller of AC and a leader in mercury capture using PAC for the coal-fired power plant, industrial and water treatment markets. Carbon Solutions also owns an associated lignite mine that supplies the primary raw material for manufacturing powdered activated carbon. Carbon Solutions was formed in 2008 as a 50/50 joint venture by the Company and Energy Capital Partners LLC. The Company relinquished its ownership in 2011 as part of a legal settlement agreement as described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The Company acquired Carbon Solutions primarily to expand the Company's product offerings within the mercury control industry and other complimentary PAC markets.
Results of Operations
For the three and nine months ended September 30, 2019, we recognized net income of $3.9 million and $26.4 million compared to net income of $5.5 million and $28.5 million for the three and nine months ended September 30, 2018.

The operating results for the three and nine months ended September 30, 2019 are primarily attributable to a combination of factors, including:
•
Continued performance in our RC business segment, principally related to equity earnings and royalties from our Tinuum Group and Tinuum Services, LLC ("Tinuum Services") equity investments;
•
Performance in our PGI business segment, principally related to the Carbon Solutions Acquisition;
•
Impacts related to changes in income tax expense.
The following sections provide additional information regarding these comparative periods. For comparability purposes, the following tables set forth our results of operations for the periods presented in the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report. The period-to-period comparison of financial results may not be indicative of financial results to be achieved in future periods.

30


Comparison of the Three Months Ended September 30, 2019 and 2018
Total Revenue and Cost of Revenue
A summary of the components of our revenues and cost of revenue for the three months ended September 30, 2019 and 2018 is as follows:
 
 
Three Months Ended September 30,
 
Change
(in thousands, except percentages)
 
2019
 
2018
 
($)
 
(%)
Revenues:
 
 
 
 
 
 
 
 
Consumables
 
$
14,748

 
$
1,043

 
$
13,705

 
1,314
%
License royalties, related party
 
4,385

 
4,104

 
281

 
7
%
Total revenues
 
$
19,133

 
$
5,147

 
$
13,986

 
272
%
Operating expenses:
 
 
 
 
 
 
 
 
Consumables cost of revenue, exclusive of depreciation and amortization
 
$
11,939

 
$
954

 
$
10,985

 
1,151
%
Consumables and consumables cost of revenue
For the three months ended September 30, 2019, consumables revenues increased from the comparable period in 2018 primarily due to Carbon Solutions' operations. These operations also increased the total pounds of our consumables sold quarter over quarter.
Consumables revenue is affected by electricity demand driven by seasonal weather and related power generation needs as well as competitor prices related to alternative power generation sources such as natural gas. During the three months ended September 30, 2019, Consumables revenue and margins were negatively impacted by low coal-fired power dispatch, most significantly driven by power generation from sources other than coal. In a recently updated forecast, the U.S. Energy Information Administration ("EIA") revised downward by 7% its December 2018 forecast for 2019 coal-fired electricity-generating units.
License royalties, related party
For the three months ended September 30, 2019 and 2018, there were 14.5 million tons and 10.5 million tons, respectively, of RC produced using M-45TM and M-45-PCTM technologies ("M-45 Technology"), which Tinuum Group licenses from us ("M-45 License"). The increase in license royalties was primarily due to Tinuum Group obtaining additional third-party investors for new RC facilities, one each during the second and fourth quarters of 2018, as well as four additional RC facilities added during the nine months ended September 30, 2019, all of which use our M-45 License. The addition of new invested RC facilities resulted in an increase in both payments to Tinuum Group and the related tons subject to the M-45 License. Offsetting the net increase in license royalties for the three months ended September 30, 2019 from the additional RC facilities was a lower royalty per ton rate, which was primarily due to higher depreciation recognized during the three months ended September 30, 2019 on all royalty bearing RC facilities as a result of a reduction in their estimated useful lives, as determined by Tinuum Group during the three months ended September 30, 2019. License royalties are recognized based upon a percentage of the per-ton, pre-tax margin as defined in the M-45 License, which is negatively impacted by higher depreciation. Based on the change in estimated useful lives, we expect the royalty earned per ton of RC through 2021 to be lower than historical rates.
Additional information related to revenue concentrations and contributions by class and reportable segment can be found within the Business Segments discussion and in Note 13 to the Condensed Consolidated Financial Statements.

31


Other Operating Expenses
A summary of the components of our operating expenses, exclusive of cost of revenue items (presented above), for the three months ended September 30, 2019 and 2018 is as follows:
 
 
Three Months Ended September 30,
 
Change
(in thousands, except percentages)
 
2019
 
2018
 
($)
 
(%)
Operating expenses:
 
 
 
 
 
 
 
 
Payroll and benefits
 
$
2,651

 
$
2,555

 
$
96

 
4
%
Legal and professional fees
 
1,755

 
698

 
1,057

 
151
%
General and administrative
 
3,136

 
834

 
2,302

 
276
%
Depreciation, amortization, depletion and accretion
 
2,043

 
74

 
1,969

 
2,661
%
 
 
$
9,585

 
$
4,161

 
$
5,424

 
130
%
Payroll and benefits
Payroll and benefits expenses, which represent costs related to selling, general and administrative personnel, increased during the three months ended September 30, 2019 compared to the same quarter in 2018 primarily due to an increase in headcount of personnel resulting from the Carbon Solutions Acquisition. Payroll and benefits expenses for the three months ended September 30, 2018 also included restructuring expenses of $1.1 million.
Legal and professional fees
Legal and professional fees increased during the three months ended September 30, 2019 compared to the same quarter in 2018 due to legal and professional services costs associated with the integration of Carbon Solutions as well as expenses incurred related to on-going matters in the normal course of business.
General and administrative
General and administrative expenses increased during the three months ended September 30, 2019 compared to the same quarter in 2018 due to an increase in general operating expenses, including an increase in outsourced IT costs related to the integration of Carbon Solutions of approximately $1.0 million. Additional increases were related to rent and occupancy expense due to additional leased office and warehouse space resulting from the Carbon Solutions Acquisition of approximately $0.4 million quarter over quarter. Further increases related to travel and insurance expenses.
Depreciation, amortization, depletion and accretion
Depreciation and amortization expense increased during the three months ended September 30, 2019 compared to the same quarter in 2018 due to the addition of long-lived assets and intangible assets acquired as part of the Carbon Solutions Acquisition, which contributed approximately $1.7 million and $0.2 million of depreciation and amortization expense, respectively, for the three months ended September 30, 2019.
Other Income (Expense), net
A summary of the components of other income (expense), net for the three months ended September 30, 2019 and 2018 is as follows:
 
 
Three Months Ended September 30,
 
Change
(in thousands, except percentages)
 
2019
 
2018
 
($)
 
(%)
Other income (expense):
 
 
 
 
 
 
 
 
Earnings from equity method investments
 
$
14,426

 
$
9,715

 
$
4,711

 
48
%
Interest expense
 
(1,729
)
 
(399
)
 
(1,330
)
 
333
%
Other
 
212

 
86

 
126

 
147
%
Total other income
 
$
12,909

 
$
9,402

 
$
3,507

 
37
%

32


Earnings from equity method investments
The following table details the components of our respective equity method investments included within the Earnings from equity method investments line item in the Condensed Consolidated Statements of Operations:
 
 
Three Months Ended September 30,
(in thousands)
 
2019
 
2018
Earnings from Tinuum Group
 
$
11,746

 
$
8,075

Earnings from Tinuum Services
 
2,682

 
1,639

(Losses) earnings from other
 
(2
)
 
1

Earnings from equity method investments
 
$
14,426

 
$
9,715

Earnings from equity method investments, and changes related thereto, are impacted by our most significant equity method investees: Tinuum Group and Tinuum Services.
For the three months ended September 30, 2019, we recognized $11.7 million in equity earnings from Tinuum Group, which was equal to our proportionate share of Tinuum Group's net income of $11.7 million for the quarter. During the three months ended September 30, 2018, we recognized $8.1 million in equity earnings from Tinuum Group compared to our proportionate share of Tinuum Group's net income of $15.8 million for the quarter. The difference between our pro-rata share of Tinuum Group's net income and our earnings from our Tinuum Group equity method investment as reported on the Condensed Consolidated Statements of Operations for the three months ended September 30, 2018 was the result of cumulative distributions received from Tinuum Group being in excess of the carrying value of the investment, and therefore we recognized such excess distributions as equity method earnings in the period the distributions occurred.
For the three months ended September 30, 2019, equity earnings from our interest in Tinuum Group were positively impacted by the addition of two new RC facilities during the three months ended September 30, 2019. However, our earnings were negatively impacted from higher depreciation on all Tinuum Group RC facilities as a result of a reduction in their estimated useful lives as determined by Tinuum Group during the three months ended September 30, 2019. Additionally, during the current year, there has been a reduction in coal consumption, largely due to lower natural gas prices, as well as unusually lower temperatures during the first half of 2019. As a result of the reduction in coal consumption, during the three months ended September 30, 2019, Tinuum Group restructured RC facility contracted leases with its largest customer, which decreased lease payments beginning in the three months ended September 30, 2019 and will also negatively impact our pro-rata share of Tinuum Group's earnings in the future.
Further, two coal-fired utilities in which Tinuum Group has invested RC facilities announced expected closures in the fourth quarter of 2019 and the associated leases of those facilities will terminate during this period. As a result of higher depreciation, reduced lease payments and closures of two utilities, we expect our pro-rata share of Tinuum Group’s earnings and distributions to be lower in future periods. However, future incremental invested RC facilities would positively impact our expectation of future earnings and distributions.
Equity earnings from our interest in Tinuum Services increased by $1.0 million during the three months ended September 30, 2019 compared to the three months ended September 30, 2018, and for those quarters, Tinuum Services provided operating and maintenance services to 22 and 17 operating RC facilities, respectively. Tinuum Services derives earnings under fixed-fee arrangements as well as fee arrangements that are based on actual RC production, depending upon the specific RC facility operating and maintenance agreement.
Historically, we have earned Section 45 tax credits related to the production of RC, most significantly due to our direct and indirect ownership, through Tinuum Group, in the GWN REF RC facility ("GWN REF"). However, based on an agreement effective January 1, 2019 with its largest customer, which also has an ownership interest in Tinuum Group, substantially all of the tax credits earned from GWN REF will be allocated to this customer. As a result, our earned Section 45 tax credits for 2019 through 2021 will be substantially lower. For the three months ended September 30, 2019 and 2018, our Section 45 tax credits earned were $0.1 million and $1.6 million, respectively.
Interest expense
For the three months ended September 30, 2019, interest expense increased $1.3 million compared to the three months ended September 30, 2018 primarily due to interest expense incurred in the three months ended September 30, 2019 of $1.4 million related to a senior term loan (the "Senior Term Loan") entered into on December 7, 2018 to fund the Carbon Solutions Acquisition. This increase was comprised of stated interest on the Senior Term Loan principal of $0.9 million and interest expense related to debt discount and debt issuance costs associated with the Senior Term Loan of $0.5 million.

33


Income tax expense
For the three months ended September 30, 2019, we recorded income tax expense of $6.6 million compared to income tax expense of $3.9 million for the three months ended September 30, 2018. The income tax expense recorded for the three months ended September 30, 2019 was comprised of estimated federal income tax expense of $6.2 million and estimated state income tax expense of $0.4 million. The income tax expense recorded for the three months ended September 30, 2018 was comprised of estimated federal income tax expense of $2.9 million and estimated state income tax expense of $1.0 million.
The increase in income tax expense quarter over quarter was primarily due to an increase in the valuation allowance on deferred tax assets of $4.8 million for the three months ended September 30, 2019 compared to an increase of $1.4 million for the three months ended September 30, 2018 based on changes in forecasts as of September 30, 2019 and September 30, 2018, respectively, of future years' taxable income. Offsetting the net increase in income tax expense quarter over quarter was a decrease in state income tax expense of $0.6 million.
Comparison of the Nine Months Ended September 30, 2019 and 2018
Total Revenue and Cost of Revenue
A summary of the components of our revenues and cost of revenue for the nine months ended September 30, 2019 and 2018 is as follows:
 
 
Nine Months Ended September 30,
 
Change
(in thousands, except percentages)
 
2019
 
2018
 
($)
 
(%)
Revenues:
 
 
 
 
 
 
 
 
Consumables
 
$
41,243

 
$
2,390

 
$
38,853

 
1,626
 %
License royalties, related party
 
12,796

 
10,857

 
1,939

 
18
 %
Other
 
—

 
72

 
(72
)
 
*

Total revenues
 
$
54,039

 
$
13,319

 
$
40,720

 
306
 %
Operating expenses:
 
 
 
 
 
 
 
 
Consumables cost of revenue, exclusive of depreciation and amortization
 
$
38,339

 
$
2,567

 
$
35,772

 
1,394
 %
Other sales cost of revenue, exclusive of depreciation and amortization
 
$
—

 
$
(346
)
 
$
346

 
(100
)%
* Calculation not meaningful
Consumables and consumables cost of revenue
During the nine months ended September 30, 2019, consumables revenues increased from the comparable period in 2018 primarily due to Carbon Solutions' operations. These operations also increased the total pounds of our consumables sold period over period.
Consumables cost of revenue was negatively impacted during the nine months ended September 30, 2019 due to $5.0 million of costs recognized as a result of the step-up in inventory fair value recorded from the Carbon Solutions Acquisition. As of June 30, 2019, the step-up in inventory was fully recognized in cost of revenue and consumables gross margin will not be impacted for the remainder of 2019.
During the nine months ended September 30, 2019, Consumables revenue and margins were negatively impacted by low coal-fired power dispatch driven by mild weather conditions as well as power generation from sources other than coal. In a recently updated forecast, the EIA revised downward by 7% its December 2018 forecast for 2019 coal-fired electricity-generating units.
License royalties, related party
For the nine months ended September 30, 2019 and 2018, there were 35.0 million tons and 26.4 million tons, respectively, of RC produced using the M-45 Technology under the M-45 License. The increase in license royalties was primarily due to obtaining additional third-party investors for two new RC facilities during 2018 and four new RC facilities during 2019, all of which use our M-45 License. The addition of new invested RC facilities in 2018 and 2019 resulted in an increase in both cash payments to Tinuum Group and the related tons subject to the M-45 License. Offsetting the net increase in license royalties for the nine months ended September 30, 2019 from additional facilities was a lower royalty per ton rate. This lower rate is attributable to higher depreciation recognized on all royalty bearing RC facilities during the three months ended September 30, 2019 as a result of a reduction in their estimated useful lives as determined by Tinuum Group during the three months ended September 30, 2019.

34


Additional information related to revenue concentrations and contributions by class and reportable segment can be found within the segment discussion below and in Note 13 to the Condensed Consolidated Financial Statements.
Other Operating Expenses
A summary of the components of our operating expenses, exclusive of cost of revenue items (presented above), for the nine months ended September 30, 2019 and 2018 is as follows:
 
 
Nine Months Ended September 30,
 
Change
(in thousands, except percentages)
 
2019
 
2018
 
($)
 
(%)
Operating expenses:
 
 
 
 
 
 
 
 
Payroll and benefits
 
$
8,005

 
$
7,528

 
$
477

 
6
%
Legal and professional fees
 
5,300

 
3,459

 
1,841

 
53
%
General and administrative
 
7,699

 
3,098

 
4,601

 
149
%
Depreciation, amortization, depletion and accretion
 
4,902

 
262

 
4,640

 
1,771
%
 
 
$
25,906

 
$
14,347

 
$
11,559

 
81
%
Payroll and benefits
Payroll and benefits expenses increased during the nine months ended September 30, 2019 compared to the same period in 2018 primarily due to an increase in headcount of personnel resulting from the Carbon Solutions Acquisition. Payroll and benefits expenses for the nine months ended September 30, 2018 also included restructuring expenses of $2.0 million.
Legal and professional fees
Legal and professional fees expenses increased during the nine months ended September 30, 2019 compared to the same period in 2018 primarily due to legal and professional fees associated with the integration of Carbon Solutions as well as expenses incurred related to on-going matters in the normal course of business.
General and administrative
General and administrative expenses increased during the nine months ended September 30, 2019 compared to the same period in 2018 due to an increase in general operating expenses, including an increase in outsourced IT costs related to the integration of Carbon Solutions of approximately $1.6 million. Further increases period over period of approximately $1.0 million related to rent and occupancy expense from additional leased office and warehouse space resulting from the Carbon Solutions Acquisition. Remaining increases period over period related to travel, insurance and recruiting expenses.
Depreciation and amortization
Depreciation and amortization expense increased during the nine months ended September 30, 2019 compared to the same period in 2018 due to the addition of long-lived assets and intangible assets acquired as part of the Carbon Solutions Acquisition, which contributed approximately $3.8 million and $0.7 million of depreciation and amortization, respectively, for the nine months ended September 30, 2019.
Other Income (Expense), net
A summary of the components of our other income (expense), net for the nine months ended September 30, 2019 and 2018 is as follows:
 
 
Nine Months Ended September 30,
 
Change
(in thousands, except percentages)
 
2019
 
2018
 
($)
 
(%)
Other income (expense):
 
 
 
 
 
 
 
 
Earnings from equity method investments
 
$
57,051

 
$
37,857

 
$
19,194

 
51
%
Interest expense
 
(5,820
)
 
(1,147
)
 
(4,673
)
 
407
%
Other
 
342

 
146

 
196

 
134
%
Total other income
 
$
51,573

 
$
36,856

 
$
14,717

 
40
%


35


Earnings from equity method investments
The following table details the components of our respective equity method investments included within the Earnings from equity method investments line item on the Condensed Consolidated Statements of Operations:
 
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
Earnings from Tinuum Group
 
$
50,757

 
$
33,575

Earnings from Tinuum Services
 
6,297

 
4,281

(Losses) earnings from other
 
(3
)
 
1

Earnings from equity method investments
 
$
57,051

 
$
37,857

Earnings from equity method investments, and changes related thereto, are impacted by our most significant equity method investees: Tinuum Group and Tinuum Services.
For the nine months ended September 30, 2019, we recognized $50.8 million in equity earnings from Tinuum Group compared to our proportionate share of Tinuum Group's net income of $52.4 million for the period. The difference represents the cumulative earnings short-fall balance as of the end of the immediately preceding period, which was December 31, 2018. For the nine months ended September 30, 2018, we recognized $33.6 million in equity earnings from Tinuum Group compared to our proportionate share of Tinuum Group's net income of $42.3 million for the period. This difference was the result of cumulative distributions received from Tinuum Group being in excess of the carrying value of the investment, and therefore we recognized such excess distributions as equity method earnings in the period the distributions occurred. For the nine months ended September 30, 2019, equity earnings from Tinuum Group were negatively impacted from higher depreciation on all Tinuum Group RC facilities as a result of a reduction in their estimated useful lives as determined by Tinuum Group during the three months ended September 30, 2019, as described above.
For the nine months ended September 30, 2019, equity earnings from our interest in Tinuum Group were positively impacted by the addition of four new RC facilities during the nine months ended September 30, 2019. Further, revenues from two of these facilities were recognized immediately in 2019 as a result of Tinuum Group’s adoption of ASC Topic 606 - Revenue from Contracts with Customers ("ASC 606") and ASC Topic 842 - Leases ("ASC 842") as of January 1, 2019. However, our earnings were negatively impacted from higher depreciation on all Tinuum Group RC facilities as a result of a reduction in their estimated useful lives as determined by Tinuum Group during the three months ended September 30, 2019, as described above. As a result of a reduction in coal consumption, as noted above, during the three months ended September 30, 2019, Tinuum Group restructured RC facility contracted leases with its largest customer, which decreased lease payments beginning in the three months ended September 30, 2019 and will also negatively impact our pro-rata share of Tinuum Group's earnings in the future.
As of September 30, 2019 and 2018, Tinuum Group had 23 and 18 invested RC facilities, respectively, that were generating revenues. There were no 100% retained RC facilities as of September 30, 2019 or September 30, 2018, except for temporary operations of a retained RC facility prior to its lease or sale.
Equity earnings from our interest in Tinuum Services increased during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. During the nine months ended September 30, 2019 and 2018, Tinuum Services provided operating and maintenance services to 22 and 17 operating RC facilities, respectively, which was the driver in the increase in equity earnings. Tinuum Services derives earnings under fixed-fee arrangements as well as fee arrangements that are based on actual RC production, depending upon the specific RC facility operating and maintenance agreement.
During the nine months ended September 30, 2019 and 2018, our Section 45 tax credits earned were $0.2 million and $5.3 million, respectively. As discussed above, the substantial decrease period over period was primarily due to an agreement between Tinuum Group and its largest customer effective January 1, 2019 that allocated substantially all of the tax credits earned from GWN REF to this customer, who also has an ownership interest in Tinuum Group.
Interest expense
For the nine months ended September 30, 2019, interest expense increased $4.7 million compared to the nine months ended September 30, 2018 primarily due to interest expense incurred in the nine months ended September 30, 2019 related to the Senior Term Loan. The increase was mostly comprised of stated interest on the Senior Term Loan principal of $3.3 million and interest expense related to debt discount and debt issuance costs associated with the Senior Term Loan of $1.3 million.

36


Income tax expense
For the nine months ended September 30, 2019, we recorded income tax expense of $14.9 million compared to income tax expense of $5.2 million for the nine months ended September 30, 2018. The income tax expense recorded for the nine months ended September 30, 2019 was comprised of estimated federal income tax expense of $13.2 million and estimated state income tax expense of $1.7 million. The income tax expense recorded for the nine months ended September 30, 2018 was comprised of estimated federal income tax expense of $3.4 million and estimated state income tax expense of $1.8 million.
The increase in income tax expense period over period was primarily due to: (1) an increase in forecasted pre-tax income period over period from the Carbon Solutions Acquisition and the addition of new invested RC facilities during the nine months ended September 30, 2019, which resulted in an increase in income tax expense of $3.2 million from the nine months ended September 30, 2018; and (2) an increase in the valuation allowance of on deferred tax assets of $3.8 million for the nine months ended September 30, 2019 compared to a decrease in the valuation allowance of $2.7 million for the nine months ended September 30, 2018 based on changes in forecasts of future years' taxable income as of September 30, 2019 and September 30, 2018, respectively.

Non-GAAP Financial Measures
To supplement the Company's financial information presented in accordance with U.S. generally accepted accounting principles, or GAAP, we are providing non-GAAP measures of certain financial performance. These non-GAAP measures include Consolidated EBITDA and Segment EBITDA. The Company included non-GAAP measures because management believes that they help to facilitate comparison of operating results between periods. The Company believes the non-GAAP measures provide useful information to both management and users of the financial statements by excluding certain expenses, gains and losses that may not be indicative of core operating results and business outlook. These non-GAAP measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. These measures should only be used to evaluate the Company's results of operations in conjunction with the corresponding GAAP measures.
The Company has defined Consolidated EBITDA as net income, adjusted for the impact of the following items that are either non-cash or that the Company does not consider representative of its ongoing operating performance: depreciation, amortization, depletion and accretion, interest expense, net and income tax expense. Because Consolidated EBITDA omits certain non-cash items, the Company believes that the measure is less susceptible to variances that affect the Company's operating performance.
Segment EBITDA is calculated as Segment operating income (loss) adjusted for the impact of the following items that are either non-cash or that the Company does not consider representative of its ongoing operating performance: depreciation, amortization, depletion and accretion and interest expense, net. When used in conjunction with GAAP financial measures, Segment EBITDA is a supplemental measure of operating performance that management believes is a useful measure for the Company's PGI segment performance relative to the performance of its competitors as well as performance period over period. Additionally, the Company believes the measure is less susceptible to variances that affect its operating performance results.
The Company presents Consolidated EBITDA and Segment EBITDA because the Company believes they are useful as supplemental measures in evaluating the performance of the Company's operating performance and provide greater transparency into the results of operations. The Company's management uses Consolidated EBITDA and Segment EBITDA as factors in evaluating the performance of its business.
The adjustments to Consolidated EBITDA and Segment EBITDA in future periods are generally expected to be similar. Consolidated EBITDA and Segment EBITDA have limitations as analytical tools, and these measures should not be considered in isolation or as a substitute for analyzing the Company's results as reported under GAAP.

37


Consolidated EBITDA
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Net income (1)
 
$
3,923

 
$
5,503

 
$
26,439

 
$
28,456

Depreciation, amortization, depletion and accretion
 
2,043

 
74

 
4,902

 
262

Interest expense, net
 
1,663

 
317

 
5,619

 
1,003

Income tax expense
 
6,595

 
3,931

 
14,928

 
5,151

Consolidated EBITDA
 
$
14,224

 
$
9,825

 
$
51,888

 
$
34,872

(1) Net income for the nine months ended September 30, 2019 was inclusive of a $5.0 million adjustment, which increased cost of revenue due to a step-up in basis of inventory acquired related to the Carbon Solutions Acquisition.
Business Segments
As of September 30, 2019, we have two reportable segments: (1) RC and (2) PGI. The business segment measurements provided to and evaluated by our chief operating decision maker are computed in accordance with the principles listed below:
•
The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies in the 2018 Form 10-K.
•
Segment revenues include equity method earnings and losses from our equity method investments.
•
Segment operating income (loss) includes segment revenues and allocation of certain "Corporate general and administrative expenses," which include Payroll and benefits, Rent and occupancy, Legal and professional fees, and General and administrative.
•
RC segment operating income includes interest expense directly attributable to the RC segment.
The principal products and services of our segments are:
1.
RC - Our RC segment derives its earnings from equity method investments as well as royalty payment streams and other revenues related to enhanced combustion of and reduced emissions of both NOX and mercury from the burning of coal. Our equity method investments related to the RC segment include Tinuum Group, Tinuum Services and other immaterial equity method investments. Segment revenues include our equity method earnings (losses) from our equity method investments and royalty earnings from Tinuum Group. These earnings are included within the Earnings from equity method investments and License royalties, related party line items in the Condensed Consolidated Statements of Operations. Key drivers to the RC segment performance are the produced and sold RC from both operating and retained RC facilities, royalty-bearing tonnage and the number of operating (leased or sold) and retained RC facilities. These key drivers impact our earnings and cash distributions from equity method investments.
2.
PGI - Our PGI segment primarily includes revenues and related expenses from the sale of consumable products that utilize PAC chemical technologies. These options provide coal-powered utilities and industrial boilers with mercury control solutions working in conjunction with activated carbon injection ("ACI") and dry sorbent injection ("DSI") systems and other pollution control equipment, generally without the requirement for significant ongoing capital outlays. These amounts are included within the respective revenues and cost of revenue line items in the Condensed Consolidated Statements of Operations.
Management uses segment operating income (loss) to measure profitability and performance at the segment level. Management believes segment operating income (loss) provides investors with a useful measure of our operating performance and underlying trends of the businesses. Segment operating income (loss) may not be indicative of our overall consolidated performance and therefore, should be read in conjunction with our Condensed Consolidated Statements of Operations.

38


The following table presents our operating segment results for the three and nine months ended September 30, 2019 and 2018:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
 
Refined Coal:
 
 
 
 
 
 
 
 
Earnings in equity method investments
 
$
14,426

 
$
9,715

 
$
57,051

 
$
37,857

License royalties, related party
 
4,385

 
4,104

 
12,796

 
10,857

 
 
18,811

 
13,819

 
69,847

 
48,714

Power Generation and Industrials:
 
 
 
 
 
 
 
 
Consumables
 
14,010

 
1,043

 
39,612

 
2,390

Other
 
—

 
—

 
—

 
72

 
 
14,010

 
1,043

 
39,612

 
2,462

Total segment reporting revenues
 
32,821

 
14,862

 
109,459

 
51,176

 
 
 
 
 
 
 
 
 
Adjustments to reconcile to reported revenues:
 
 
 
 
 
 
 
 
Earnings in equity method investments
 
(14,426
)
 
(9,715
)
 
(57,051
)
 
(37,857
)
Corporate and other
 
738

 
—

 
1,631

 
—

Total reported revenues
 
$
19,133

 
$
5,147

 
$
54,039

 
$
13,319

 
 
 
 
 
 
 
 
 
Segment operating income (loss):
 
 
 
 
 
 
 
 
Refined Coal (1)
 
$
18,158

 
$
12,798

 
$
68,137

 
$
45,775

Power Generation and Industrials (2)
 
(977
)
 
(1,168
)
 
(8,301
)
 
(3,493
)
Total segment operating income
 
$
17,181

 
$
11,630

 
$
59,836

 
$
42,282

(1) Included in RC segment operating income for the three and nine months ended September 30, 2019 and 2018 is 453A interest expense of $0.2 million and $0.9 million and $0.4 million and $1.1 million, respectively.
(2) Included in PGI segment operating loss for the nine months ended September 30, 2019 was approximately $4.7 million of costs recognized as a result of the step-up in inventory fair value recorded from the Carbon Solutions Acquisition. Also included within the PGI segment operating loss for the three and nine months ended September 30, 2019 was $1.9 million and $4.5 million, respectively, of depreciation, amortization, and depletion expense on mine- and plant-related long-lived assets.

RC
The following table details the segment revenues of our respective equity method investments:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
 
2019
 
2018
Earnings from Tinuum Group
 
$
11,746

 
$
8,075

 
$
50,757

 
$
33,575

Earnings from Tinuum Services
 
2,682

 
1,639

 
6,297

 
4,281

(Losses) earnings from other
 
(2
)
 
1

 
(3
)
 
1

Earnings from equity method investments
 
$
14,426

 
$
9,715

 
$
57,051

 
$
37,857


For the three months ended September 30, 2019 and September 30, 2018
RC earnings increased primarily due to an increase in equity earnings in Tinuum Group during the three months ended September 30, 2019 compared to the same quarter in 2018, as presented above.
For the three months ended September 30, 2019, we recognized $11.7 million in equity earnings from Tinuum Group, which was equal to our proportionate share of Tinuum Group's net income of $11.7 million for the quarter. During the three months ended September 30, 2018, we recognized $8.1 million in equity earnings from Tinuum Group compared to our proportionate share of Tinuum Group's net income of $15.8 million for the quarter. The difference between our pro-rata share of Tinuum Group's net income and our earnings from our Tinuum Group equity method investment as reported on the Condensed

39


Consolidated Statements of Operations for the three months ended September 30, 2018 was the result of cumulative distributions received from Tinuum Group being in excess of the carrying value of the investment, and therefore we recognized such excess distributions as equity method earnings in the period the distributions occurred.
For the three months ended September 30, 2019, equity earnings from our interest in Tinuum Group were positively impacted by the addition of two new RC facilities during the three months ended September 30, 2019. However, our earnings were negatively impacted from higher depreciation recognized for the three months ended September 30, 2019 on all Tinuum Group RC facilities as a result of a reduction in their estimated useful lives as determined by Tinuum Group during the three months ended September 30, 2019. As a result of the reduction in coal consumption described above, during the three months ended September 30, 2019, Tinuum Group restructured RC facility contracted leases with its largest customer, which decreased lease payments beginning in the three months ended September 30, 2018 and will also negatively impact our pro-rata share of Tinuum Group's earnings in the future.
Earnings from Tinuum Services for the three months ended September 30, 2019 increased compared to the same quarter in 2018 primarily due to an increase in the number of operating RC facilities from 17 to 22 in which Tinuum Services provides operating and maintenance services.
RC earnings were positively impacted during the three months ended September 30, 2019 by an increase in royalties related to Tinuum Group's use of our M-45 License. During the three months ended September 30, 2019 and 2018, there were 14.5 million tons and 10.5 million tons, respectively, of RC produced using the M-45 Technology. The increase in Royalty revenue was driven by both an increase in payments to Tinuum Group and the related tons subject to the M-45 License. Offsetting the net increase in Royalty revenue for the three months ended September 30, 2019 from additional facilities was a lower royalty per ton rate from higher depreciation recognized for the three months ended September 30, 2019 on all royalty bearing RC facilities as a result of a reduction in their estimated useful lives as determined by Tinuum Group during the three months ended September 30, 2019. The increase in Royalty revenue was driven by both an increase in payments to Tinuum Group and the related tons subject to the M-45 License.
Future earnings and growth in the RC segment will continue to be impacted by coal-fired electricity generation dispatch and invested facilities with leases subject to periodic renewals being terminated, repriced, or otherwise subject to renegotiated terms.
Additional discussion of our equity method investments is included above within our consolidated results and in Note 4 of the Condensed Consolidated Financial Statements.
PGI
Discussion of revenues derived from our PGI segment and costs related thereto are included above within our consolidated results.
For the three months ended September 30, 2019 and September 30, 2018
PGI segment operating loss remained consistent for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 primarily due to operating income related to the Carbon Solutions Acquisition, which was offset by an increase in operating loss from our legacy PGI business. During the three months ended September 30, 2019, consumables revenue and margins also continued to be negatively impacted by low coal-fired power dispatch driven by power generation from sources other than coal. In a recently updated forecast, the EIA revised downward by 7% its December 2018 forecast for 2019 coal-fired electricity-generating units.
PGI Segment EBITDA
 
 
Three Months Ended September 30,
(in thousands)
 
2019
 
2018
Segment operating loss
 
$
(977
)
 
$
(1,168
)
Depreciation, amortization, depletion and accretion
 
1,853

 
42

Interest expense, net
 
75

 
—

Segment EBITDA income (loss)
 
$
951

 
$
(1,126
)


40


RC
For the nine months ended September 30, 2019 and September 30, 2018
For the nine months ended September 30, 2019, we recognized $50.8 million in equity earnings from Tinuum Group compared to our proportionate share of Tinuum Group's net income of $52.4 million for the period. The difference represents the cumulative earnings short-fall balance as of the end of the immediately preceding period, which was December 31, 2018. For the nine months ended September 30, 2018, we recognized $33.6 million in equity earnings from Tinuum Group compared to our proportionate share of Tinuum Group's net income of $42.3 million for the period. This difference was the result of cumulative distributions received from Tinuum Group being in excess of the carrying value of the investment, and therefore we recognized such excess distributions as equity method earnings in the period the distributions occurred.
For the nine months ended September 30, 2019, equity earnings from our interest in Tinuum Group were positively impacted by the addition of four new RC facilities during the nine months ended September 30, 2019. Further, revenues from two of these facilities were recognized immediately in 2019 as a result of Tinuum Group’s adoption of ASC Topic 606 - Revenue from Contracts with Customers and ASC Topic 842 - Leases as of January 1, 2019. However, our earnings were negatively impacted from higher depreciation recognized for the nine months ended September 30, 2019 on all Tinuum Group RC facilities as a result of a reduction in their estimated useful lives as determined by Tinuum Group during the three months ended September 30, 2019, as described above. As a result of a reduction in coal consumption, as noted above, during the three months ended September 30, 2019, Tinuum Group restructured RC facility contracted leases with its largest customer, which decreased lease payments beginning in the three months ended September 30, 2019 and will also negatively impact our pro-rata share of Tinuum Group's earnings in the future.
Earnings from Tinuum Services for the nine months ended September 30, 2019 increased compared to the same period in 2018 primarily due to an increase in the number of operating RC facilities from 17 to 22 in which Tinuum Services provides operating and maintenance services.
RC earnings were positively impacted during the nine months ended September 30, 2019 by an increase in royalties related to Tinuum Group's use of our M-45 License. During the nine months ended September 30, 2019 and 2018, there were 35.0 million tons and 26.4 million tons, respectively, of RC produced using the M-45 Technology. The increase in Royalty revenue was primarily driven by an increase in both payments to Tinuum Group and the related tons subject to the M-45 License. Offsetting the net increase in Royalty revenue for the nine months ended September 30, 2019 from additional facilities was a lower royalty per ton rate from higher depreciation recognized for the nine months ended September 30, 2019 on all royalty bearing RC facilities as a result of a reduction in their estimated useful lives as determined by Tinuum Group during the three months ended September 30, 2019.
Future earnings and growth within the RC segment will continue to be impacted by coal-fired dispatch, and invested facilities with leases subject to periodic renewals being terminated, repriced, or otherwise subject to renegotiated terms.
Additional discussion of our equity method investments is included above within our consolidated results and in Note 4 of the Condensed Consolidated Financial Statements.
PGI
Discussion of revenues derived from our PGI segment and costs related thereto are included above within our consolidated results.
For the nine months ended September 30, 2019 and September 30, 2018
PGI segment operating income increased during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 primarily due to the increase in operating income due to the operations of Carbon Solutions. This increase was offset with an additional $4.7 million of cost of revenue expense related to a step-up in basis of acquired finished goods inventory and $4.4 million of depreciation, amortization, and depletion expense related to Carbon Solutions Acquisition. During the nine months ended September 30, 2019, Consumables revenue and margins were negatively impacted by low coal-fired power dispatch driven by power generation from sources other than coal as well as mild weather. In a recently updated forecast, the EIA revised downward by 7% its December 2018 forecast of 2019 coal-fired electricity-generating units.


41


PGI Segment EBITDA
 
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
Segment operating loss (1)
 
$
(8,301
)
 
$
(3,493
)
Depreciation, amortization, depletion and accretion
 
4,498

 
113

Interest expense, net
 
263

 
—

Segment EBITDA loss
 
$
(3,540
)
 
$
(3,380
)
(1) Segment operating loss for the nine months ended September 30, 2019 was inclusive of a $4.7 million adjustment, which increased cost of revenue due to a step-up in basis of inventory acquired related to the Carbon Solutions Acquisition.


42


Liquidity and Capital Resources
Overview of Factors Affecting Our Liquidity
During the nine months ended September 30, 2019, our liquidity position was positively affected primarily due to distributions from Tinuum Group and Tinuum Services, royalty payments from Tinuum Group and borrowing availability under our bank ("Lender") line of credit ("Line of Credit").
Our principal sources of cash include:
•
cash on hand;
•
distributions from Tinuum Group and Tinuum Services;
•
royalty payments from Tinuum Group; and
•
operations of the PGI segment.
Our principal uses of cash during the nine months ended September 30, 2019 included:
•
repurchases of shares of common stock;
•
payment of dividends;
•
payment of debt principal and interest; and
•
our business operating expenses, including federal and state tax payments and cash severance payments.
Our ability to continue to generate sufficient cash flow required to meet ongoing operational needs and obligations, as well as
future expected dividend payments and potential future share repurchases, depends upon several factors, including executing on
our contracts and initiatives, receiving royalty payments from Tinuum Group and distributions from Tinuum Group and Tinuum
Services, and increasing our share of the market for PGI consumables, as well as expanding our overall PAC business into
additional adjacent markets. Increased distributions from Tinuum Group will likely be dependent upon both preserving existing
contractual relationships and securing additional tax equity investors for those Tinuum Group facilities that are currently not operating.
Due to the Carbon Solutions Acquisition, we expect our use of liquidity for capital expenditures will increase in future periods. Carbon Solutions has historically incurred costs both for recurring capital expenditures for its AC manufacturing facility and for mine development at its lignite mine. Going forward, we anticipate additional material capital resources will be needed to maintain or improve capital assets. We incurred expenditures related to planned maintenance on our AC manufacturing facility during the nine months ended September 30, 2019.

Tinuum Group and Tinuum Services Distributions

The following table summarizes the cash distributions from our equity method investments that most significantly affected
our consolidated cash flow results for the nine months ended September 30, 2019 and 2018:
 
 
Nine Months Ended September 30, 2019
(in thousands)
 
2019
 
2018
Tinuum Group
 
$
50,256

 
$
33,575

Tinuum Services
 
6,550

 
4,000

Distributions from equity method investees
 
$
56,806

 
$
37,575

Future cash flows from Tinuum through 2021 are expected to range from $150 to $175 million, a decrease from the previously reported range of $175 to $200 million. The key drivers in achieving these future cash flows are based on the following:
•
23 invested facilities as of September 30, 2019 and inclusive of all net Tinuum cash flows (distributions and license
royalties), offset by estimated federal and state income tax payments and 453A interest payments.
Expected future cash flows from Tinuum Group are based on the following key assumptions:
•
Tinuum Group continues to not operate retained facilities;
•
Tinuum Group does not have material unexpected capital expenditures or unusual operating expenses;
•
Tax equity lease renewals on invested facilities are not terminated or repriced; and
•
Coal-fired power generation remains consistent with contractual expectations.
As noted above, recently, two coal-fired utilities where Tinuum has invested RC facilities operating were announced for closure, which is expected to occur in the fourth quarter of 2019. The shuttering of these facilities has negatively impacted our expectations related to future cash flows if we are unable to move the existing RC facilities to new utilities. Also as noted above, Tinuum Group and its largest customer agreed to certain reductions in overall lease payments for the period from

43


October 2019 to December 2021, which will negatively impact future cash flows. These factors will result in a net reduction in our pro-rata share of expected future RC cash flows. However, with the addition of two RC facilities during the three months ended September 30, 2019, future cash flows are expected to decrease by approximately $10.0 million from September 2019 to December 2021.
Senior Term Loan
On December 7, 2018, we and ADA-ES, Inc. ("ADA"), a wholly-owned subsidiary, and certain other subsidiaries of the Company as guarantors, The Bank of New York Mellon as administrative agent, and Apollo Credit Strategies Master Fund Ltd and Apollo A-N Credit Fund (Delaware) L.P. (collectively "Apollo”), affiliates of a beneficial owner of greater than five percent of our common stock and a related party, entered into the "Senior Term Loan" in the amount of $70.0 million, less original issue discount of $2.1 million. Proceeds from the Senior Term Loan were used to fund the Carbon Solutions Acquisition as disclosed in Note 2. We also paid debt issuance costs of $2.0 million related to the Senior Term Loan. The Senior Term Loan has a term of 36 months and bears interest at a rate equal to 3-month LIBOR (subject to a 1.5% floor) + 4.75% per annum, which is adjusted quarterly to the current 3-month LIBOR rate, and interest is payable quarterly in arrears. Quarterly principal payments of $6.0 million are required and commenced in March 2019, and we may prepay the Senior Term Loan at any time without penalty. The Senior Term Loan is secured by substantially all of our assets, including the cash flows from Tinuum Group and Tinuum Services (collectively, the "Tinuum Entities"), but excluding our equity interests in those Tinuum entities. During the nine months ended September 30, 2019, we made principal payments of $24.0 million.
The Senior Term Loan includes, among others, the following covenants: (1) Beginning December 31, 2018 and as of the end of each fiscal quarter thereafter, we must maintain a minimum cash balance of $5.0 million and shall not permit "expected future net cash flows from the refined coal business" (as defined in the Senior Term Loan) to be less than 1.75 times the outstanding principal amount of the Senior Term Loan; (2) Beginning in January 2019, annual collective dividends and buybacks of shares of our common stock in an aggregate amount, not to exceed $30.0 million, is permitted so long as (a) no default or event of default exists under the Senior Term Loan and (b) expected future net cash flows from the refined coal business as of the end of the most recent fiscal quarter exceed $100.0 million.
Stock Repurchases and Dividends
In November 2018, the Board of Directors (the "Board") authorized us to purchase up to $20.0 million of our outstanding common stock. In November 2019, the Board authorized an incremental $7.1 million to this stock repurchase program and provided that the program will remain in effect until all amounts are utilized or the program is otherwise modified by the Board. Previously, in December 2017, the Board had authorized us to purchase up to $20.0 million of our outstanding common stock under a separate repurchase program that was in effect until July 31, 2018. During the year ended December 31, 2018, under these two stock repurchase programs, we purchased 2,350,422 shares of our common stock for cash of $25.3 million, inclusive of commissions and fees. During the nine months ended September 30, 2019, under the applicable stock repurchase program, we purchased 256,743 shares of our common stock for cash of $2.9 million, inclusive of commissions and fees.
During the nine months ended September 30, 2019 and 2018, we declared and paid quarterly cash dividends to stockholders of $13.7 million and $15.2 million, respectively, as follows:
 
 
2019
 
2018
 
 
Per share
 
Date paid
 
Per share
 
Date paid
Dividends declared during quarter ended:
 
 
 
 
 
 
 
 
March 31
 
$
0.25

 
March 7, 2019
 
$
0.25

 
March 8, 2018
June 30
 
0.25

 
June 7, 2019
 
0.25

 
June 8, 2018
September 30
 
0.25

 
September 6, 2019
 
0.25

 
September 6, 2018
 
 
$
0.75

 
 
 
$
0.75

 
 
Line of Credit
As of September 30, 2019, there were no outstanding borrowings under the Line of Credit.
On September 30, 2018, ADA, as borrower, we, as guarantor, and the Lender entered into an amendment (the "Twelfth Amendment") to the Line of Credit. The Twelfth Amendment decreased the borrowing availability of the Line of Credit to $5.0 million due to decreased collateral requirements, extended the maturity date of the Line of Credit to September 30, 2020 and permitted the Line of Credit to be used as collateral (in place of restricted cash) for letters of credit ("LC's") up to $5.0 million related to equipment projects and certain other agreements. Under the Twelfth Amendment, there was no minimum balance requirement based on us meeting certain conditions and maintaining minimum trailing twelve-month EBITDA (earnings before

44


interest, taxes, depreciation and amortization), as previously defined in the "Eleventh Amendment" to the Line of Credit, of $24.0 million.
On December 7, 2018, ADA, as borrower, we, as guarantor, and the Lender entered into an amendment to the Line of
Credit, which provided, among other things, for ADA to be able to enter into the Senior Term Loan as a guarantor so long as
the principal amount of the Senior Term Loan did not exceed $70.0 million. Additionally, the financial covenants in the Line
of Credit were amended and restated to be consistent with the aforementioned Senior Term Loan covenants, including
maintaining a minimum cash balance of $5.0 million.
Sources and Uses of Cash
Nine Months Ended September 30, 2019 vs. Nine Months Ended September 30, 2018
Cash, cash equivalents and restricted cash decreased from $23.8 million as of December 31, 2018 to $20.2 million as of September 30, 2019. The following table summarizes our cash flows for the nine months ended September 30, 2019 and 2018, respectively:
 
 
Nine Months Ended September 30,
 
 
(in thousands)
 
2019
 
2018
 
Change
Cash and cash equivalents and restricted cash provided by (used in):
 
 
 
 
 
 
Operating activities
 
$
47,598

 
$
(4,311
)
 
$
51,909

Investing activities
 
(9,174
)
 
32,634

 
(41,808
)
Financing activities
 
(42,041
)
 
(27,102
)
 
(14,939
)
Net change in cash and cash equivalents and restricted cash
 
$
(3,617
)
 
$
1,221

 
$
(4,838
)
Additionally, the following table summarizes the cash flows of Tinuum Group, whose cash distributions most significantly impact our consolidated cash flow results, for the nine months ended September 30, 2019 and 2018, respectively:
 
 
Nine Months Ended September 30,
(in thousands)
 
2019
 
2018
Tinuum Group cash, beginning of year
 
$
26,211

 
$
13,309

Cash provided by (used in):
 
 
 
 
Operating activities
 
77,040

 
49,021

Investing activities (1)
 
(13,458
)
 
(12,246
)
Financing activities
 
(40,863
)
 
(23,146
)
Net change in cash
 
22,719

 
13,629

Tinuum Group cash, end of period
 
$
48,930

 
$
26,938

(1) During the nine months ended September 30, 2019 and 2018, Tinuum Group's use of cash from investing activities related to RC facilities in the engineering and installation phase.
Cash flow from operating activities
Cash flows provided by operating activities for the nine months ended September 30, 2019 were $47.6 million and changed by $51.9 million compared to the nine months ended September 30, 2018. Cash flows from operating activities were positively impacted primarily by the following: (1) net income of $26.4 million, which was primarily due to earnings from equity method investees of $57.1 million and license royalties earned from Tinuum Group of $12.8 million; (2) distributions from equity method investees, return on investment of $56.8 million; (3) a decrease in deferred tax assets, exclusive of valuation allowance changes, of $6.8 million; (4) depreciation, amortization, depletion, and accretion of $4.9 million; and a net decrease in working capital of $3.2 million. Included in distributions from equity method investees, return on investments is $50.3 million of distributions received from Tinuum Group. During the nine months ended September 30, 2018, the carrying value of our investment in Tinuum Group was zero and all cash distributions were reported as distributions in excess of cumulative earnings as a component of cash flows from investing activities. Due to the increase in the balance of our investment in Tinuum Group from Tinuum Group's adoption of new accounting standards as of January 1, 2019, during the nine months ended September 30, 2019, all distributions during the period were reported as return on investment within cash flows from operating activities. Offsetting these increases to operating cash flows were earnings from equity method investees of $57.1 million.


45


Cash flows used in operating activities for the nine months ended September 30, 2018 were $4.3 million and were positively impacted primarily by the following: (1) net income of $28.5 million, which was primarily due to earnings from equity method investees of $37.9 million and license royalties earned from Tinuum Group of $10.9 million; (2) distributions from equity method investees, return on investment of $4.0 million; and (3) stock-based compensation of $1.9 million. Offsetting these increases to operating cash flows were primarily earnings from equity method investees of $37.9 million and a net increase in working capital of $2.9 million.
Cash flow from investing activities
Distributions from equity method investees
Distributions received from our equity method investees reported as return in excess of investment basis within investing cash flows decreased by $33.6 million for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The decrease was driven primarily by the effect of an increase in our equity investment in Tinuum Group from Tinuum Group's adoption of new accounting standards as of January 1, 2019, which resulted in all cash distributions reported as return on investment within cash flows from operations during the nine months ended September 30, 2019. In total, cash distributions from Tinuum Group increased period over period due to additional invested RC facilities, of which two and four were added during 2018 and 2019, respectively.
Acquisition of business
During the nine months ended September 30, 2019, we paid the remaining consideration payable of $0.7 million for the Carbon Solutions Acquisition.
Acquisition of property, equipment, and intangible assets
For the nine months ended September 30, 2019, expenditures for property, equipment, and intangible assets primarily related to capital expenditures at our AC manufacturing facility in anticipation of the planned outages that had been delayed prior to the Carbon Solutions Acquisition. These expenditures approximated $6.4 million during the nine months ended September 30, 2019.
Mine development costs
During the nine months ended September 30, 2019, we incurred costs related to development work and mitigation costs for our mining operations.
Contributions to equity method investees
During the nine months ended September 30, 2018, we made a contribution to Tinuum Services of $0.8 million due to a capital call.
Cash flow from financing activities
Principal payments on term loan
During the nine months ended September 30, 2019, we made required principal payments of $18.0 million and additional principal payments of $6.0 million related to the Senior Term Loan.
Cash dividends paid
During the nine months ended September 30, 2019 and 2018, we made payments of $13.7 million and $15.2 million, respectively, related to dividends declared on our common stock.
Repurchase of common stock
As described in Note 9 of the Condensed Consolidated Financial Statements, during the nine months ended September 30, 2019 and under a stock repurchase program authorized by the Board, we purchased 256,743 shares of our common stock for cash of $2.9 million, inclusive of commissions and fees. During the nine months ended September 30, 2018, we repurchased 1,011,630 shares of our common stock for cash of $11.2 million.
Equity award activity
During the nine months ended September 30, 2019 and 2018, we used $0.4 million and $0.7 million, respectively, for the repurchase of shares to satisfy tax withholdings upon the vesting of equity-based awards.
Contractual Obligations
During the nine months ended September 30, 2019, there were no material changes to our contractual obligations outside of the ordinary course of business from those reported as of December 31, 2018.

46


Off-Balance Sheet Arrangements
During the nine months ended September 30, 2019, we did not engage in any off-balance sheet arrangements except those discussed in Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2018 10-K.
Critical Accounting Policies and Estimates
Except for the adoption of ASC 842 related to leases on January 1, 2019, our significant accounting policies and estimates have not changed from those reported in Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2018 10-K.
Recently Issued Accounting Standards
Refer to Note 1 of the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report for new accounting standards applicable to us that were issued during the nine months ended September 30, 2019 and subsequent thereto through the date of this Quarterly Report.
Forward-Looking Statements Found in this Report
This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that involve risks and uncertainties. In particular, such forward-looking statements are found in this Part I, Item 2 above. Words or phrases such as "anticipates," "believes," "expects," "intends," "plans," "estimates," "predicts," the negative expressions of such words, or similar expressions are used in this Quarterly Report to identify forward-looking statements, and such forward-looking statements include, but are not limited to, statements or expectations regarding:
(a)
the scope and impact of mercury and other regulations or pollution control requirements, including the impact of the final MATS;
(b)
the production and sale of RC by RC facilities that will qualify for Section 45 tax credits;
(c)
expected growth or contraction in and potential size of our target markets;
(d)
expected supply and demand for our products and services;
(e)
increasing competition in the PGI market;
(f)
future level of research and development activities;
(g)
the effectiveness of our technologies and the benefits they provide;
(h)
Tinuum Group’s ability to profitably sell and/or lease additional RC facilities and/or RC facilities that may be returned to Tinuum Group, or to recognize the tax benefits from production and sale of RC on retained RC facilities;
(i)
probability of any loss occurring with respect to certain guarantees made by Tinuum Group ("Party Guarantees");
(j)
the timing of awards of, and work and related testing under, our contracts and agreements and their value;
(k)
the timing and amounts of or changes in future revenues, royalties earned, backlog, funding for our business and projects, margins, expenses, earnings, tax rates, cash flows, royalty payment obligations, working capital, liquidity and other financial and accounting measures;
(l)
the outcome of current and pending legal proceedings;
(m)
awards of patents designed to protect our proprietary technologies both in the U.S. and other countries; and
(n)
whether any legal challenges or EPA actions will have a material impact on the implementation of the MATS or other regulations and on our ongoing business.

The forward-looking statements included in this Quarterly Report involve risks and uncertainties. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors including, but not limited to, timing of new and pending regulations and any legal challenges to or extensions of compliance dates of them; the U.S. government’s failure to promulgate regulations or appropriate funds that benefit our business; changes in laws and regulations, accounting rules, prices, economic conditions and market demand; impact of competition; availability, cost of and demand for alternative energy sources and other technologies; technical, start up and operational difficulties; failure of the RC facilities to produce RC; termination of or amendments to the contracts for sale or lease of RC facilities or such facilities to qualify for Section 45 tax credits; decreases in the production of RC; our inability to commercialize our technologies on favorable terms; our inability to ramp up our operations to effectively address recent and expected growth in our business; loss of key personnel; potential claims from any terminated employees, customers or vendors; availability of materials and equipment for our businesses; intellectual property infringement claims from third parties; pending litigation; as well as other factors relating to our business, as described in our filings with the SEC, with particular emphasis on the risk factor disclosures contained in those filings. You are cautioned not to place undue reliance on the forward-looking statements made in this Quarterly Report and to consult filings we have made and will make with the SEC for additional discussion concerning risks and uncertainties that may

47


apply to our business and the ownership of our securities. The forward-looking statements contained in this Quarterly Report are presented as of the date hereof, and we disclaim any duty to update such statements unless required by law to do so.


Item 3. Quantitative and Qualitative Disclosures about Market Risk
The information under this Item is not required to be provided by smaller reporting companies.

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a‑15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we have evaluated, under the supervision of and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2019.
Changes in Internal Control Over Financial Reporting

On December 7, 2018, we acquired Carbon Solutions and excluded their business from our assessment of internal control over financial reporting as of December 31, 2018, as allowed under general guidance issued by the Staff of the Securities and Exchange Commission. Except for the acquisition of Carbon Solutions, there have been no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


48


PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in litigation, claims and other proceedings related to the conduct of our business. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. None of these matters, either individually or in the aggregate, currently is material to us.
Item 1A. Risk Factors
There are no material updates to our risk factors as disclosed in the 2018 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities
Period
 
(a) Total number of shares purchased
 
(b) Average price paid per share
 
(c) Total number of shares purchased as part of publicly announced programs
 
(d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (in thousands)
July 1 to July 31, 2019
 
—

 
$
—

 
—

 
$
—

August 1 to August 31, 2019
 
8,152

 
11.75

 
8,152

 
—

September 1 to September 30, 2019
 
—

 
—

 
—

 
2,899

Total
 
8,152

 
$
—

 
8,152

 
$
2,899

Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
The statement concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Quarterly Report.
Item 5. Other Information
None.

49


Item 6. Exhibits
 
 
Exhibit No.
 
Description
 
Form
 
File No.
 
Incorporated by Reference
Exhibit
 
Filing Date
10.1
 
 
 
 
 
 
 
 
 
31.1
 
 
 
 
 
 
 
 
 
31.2
 
 
 
 
 
 
 
 
 
32.1
 
 
 
 
 
 
 
 
 
95.1
 
 
 
 
 
 
 
 
 
101. INS
 
XBRL Instance Document
 
 
 
 
 
 
 
 
101.SCH
 
XBRL Schema Document
 
 
 
 
 
 
 
 
101.CAL
 
XBRL Calculation Linkbase Document
 
 
 
 
 
 
 
 
101.LAB
 
XBRL Label Linkbase Document
 
 
 
 
 
 
 
 
101.PRE
 
XBRL Presentation Linkbase Document
 
 
 
 
 
 
 
 
101.DEF
 
Taxonomy Extension Definition Linkbase Document
 
 
 
 
 
 
 
 

Notes:
*
– Filed herewith.
**    – Portions of this exhibit have been omitted pursuant to a request for confidential treatment.





50


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Advanced Emissions Solutions, Inc.
 
(Registrant)
 
 
 
 
 
 
November 12, 2019
By:
/s/ L. Heath Sampson
 
 
L. Heath Sampson
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
 
 
 
November 12, 2019
By:
/s/ Greg P. Marken
 
 
Greg P. Marken
 
 
Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)

 
 


51


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS [*], HAS BEEN OMITTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BECAUSE IT IS BOTH (I) NOT MATERIAL and (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

Execution Version


THIRD AMENDMENT
TO THE
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF
TINUUM GROUP, LLC

This Third Amendment (this “Amendment”) to the Second Amended and Restated Operating Agreement of Tinuum Group, LLC (the “Company”) is agreed to, approved and entered into as of September 4, 2019 and is made effective as of January 1, 2019. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Second Amended and Restated Operating Agreement of Clean Coal Solutions, LLC dated as of May 27, 2011, as amended effective as of July 31, 2011 and as of July 31, 2012 (as so amended, the “LLC Agreement”).
RECITALS

WHEREAS, the Company changed its name from “Clean Coal Solutions, LLC” to “Tinuum Group, LLC” on September 14, 2016.

WHEREAS, ADA-ES, Inc., a Colorado corporation, NexGen Refined Coal, LLC, a Wyoming limited liability company, and GSFS Investments I Corp., a Delaware corporation (collectively, the “Members”), constitute all of the members of Tinuum Group, LLC, a Colorado limited liability company (the “Company”), and each of the Members is party to the LLC agreement;

WHEREAS, Section 11.4 of the LLC Agreement provides that the LLC Agreement may be amended by the unanimous written consent or approval of the Members; and

WHEREAS, the Members and the Company desire to execute this Amendment to evidence their consent to, and approval of, the amendment to the LLC Agreement set forth in this Amendment.

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Members and the Company agree as follows:

AGREEMENT

1.
Deletion of Schedules. The following schedules are hereby deleted from the LLC Agreement:
Schedule 4.S(a)    Pre-Closing Cash Calculation
Schedule 4.S(b)    Calculation of Projected Distributable Value
2.
Additions to Section 1.1. The following definitions are hereby added to Section 1.1 of the LLC Agreement in the appropriate alphabetic locations:




‘“[*] Facility” means the refined coal production facility located on the premises of the [*] outside of [*], and owned by [*].’
‘“[*] Operating Profits and Losses” means, for each Fiscal Year, the taxable income or loss of the Company as determined for federal income tax purposes, as adjusted by taking into account (in lieu of items determined for federal income tax purposes) only items of income, gain, loss, and deduction as determined for purposes of maintaining the Capital Accounts that are derived from [*] to the extent attributable to operations of the [*] Facility, including such items arising from depreciation and amortization of the [*] Facility, the costs of purchasing feedstock coal for treatment in the [*] Facility, site license fees, coal yard services fees, fees for licensing the technology used in the [*] Facility, management fees, administrative services fees, all other costs incurred in the production of refined coal at the [*] Facility and in the operation and maintenance of the [*] Facility, and from the sale of refined coal at the [*] Facility; provided that [*] Operating Profits and Losses shall not include gain or loss from the sale, abandonment or other disposition of the [*] Facility itself.’

‘“[*]” means [*], a Delaware limited liability company.’

‘“[*]” Operating Agreement" means that certain Amended and Restated Limited Liability Company Agreement of [*] dated as of July 28, 2017, as may be amended from time to time.’

‘“[*]” means [*], a Colorado limited liability company.’

‘“[*]” means [*], a Utah limited liability company.’
3.
Deletions from Section 1.1. The definitions of the following terms are hereby deleted from Section 1.1 of the LLC Agreement:
‘Determined Values’
‘Disputed Calculations’
‘Distribution’
‘Calculations’
‘Excess Liquidation Preference’
‘GS Calculations’
‘Liquidation Preference’
‘Make-Whole Payment’
‘Pre-Closing Cash’
‘Projected Distributable Value’
‘Projected Investment Value’




‘Unrecovered Investment Balance’
‘Valuation Expert’
4.
Amendment and Restatement of Definitions. The following definitions in Section 1.1 shall be replaced in their entirety as follows:

‘“Distributable Value” means the sum of the pre-tax value (determined in accordance with the past practice of the Company in determining such value) of any allocated Tax Credits, Distributable Cash or other property to be Distributed by the Company to its Members.’

‘“Distribution” means each distribution of Company assets made by the Company to a Member, whether by liquidating distribution, redemption, repurchase or otherwise; provided, however, that none of the following shall be a Distribution: any pro rata exchange of outstanding equity interests of the Company for newly issued equity interests of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units. "Distributed” and other forms of the word "Distribute” shall have correlative meanings.’
5.
Amendment to Section 4.1. Section 4.1 shall be replaced in its entirety by the following provision:

‘4.1 Allocations. Profits or Losses for any Fiscal Year shall be allocated to the Members in proportion to their Sharing Ratios.’
6.
Amendments to Section 4.2. Section 4.2 shall be amended by adding thereto the following new Sections 4.2(i), 4.2(j) and 4.2(k):

‘(i) Items from the Operation of the [*] Facilitv. [*] Operating Profits and Losses shall be allocated 99% to GS and 1% to all other Members in proportion to their Sharing Ratios.

(j) Income and Loss from 2017 Sale of the [*] Facility. All gains and losses and interest income from the sale of the [*] Facility to [*] pursuant to that certain Agreement for Purchase of Membership Interests by and among [*], [*] and [*], dated July 28, 2017, including such gains recognized under the installment method of accounting, shall be allocated 75% to GS and 25% to all other Members in proportion to their Sharing Ratios.

(k) Limitations on Loss Allocations. No allocation to a Member of loss under Section 4.1 or under Section 4.2(i), shall be made if and to the extent that such allocation would result in (or increase) an Adjusted Capital Account Deficit for the Member at the end of the Fiscal Year. Any losses reallocated as a result of the preceding sentence shall be allocated to the remaining Members in accordance with their Sharing Ratios, but only to the extent that such allocation does not result in (or increase) an Adjusted Capital Account Deficit for a Member at the end of the Fiscal Year.’
7.
Amendment to Section 4.2(h). Section 4.2(h) shall be amended by replacing the first sentence thereof by the following sentence:




‘The allocations set forth in Sections 4.2(a)-(c), (e)-(f) and (k) (the "Regulatory Allocations") are intended to comply with certain requirements of Sections 1.704- 1(b) and 1.704-2 of the Treasury Regulations.’
8.
Amendment to Section 4.4(c). Section 4.4(c) shall be amended by appending to the end thereof the following sentence:
‘Accordingly, GS will be allocated 99%, and the other Members shall be allocated 1 % (in proportion to their Sharing Ratios) of all tax credits determined under Section 45 allocated to the Company from [*] that are attributable to the production and sale of refined coal at the [*] Facility.’
9.
Amendment and Restatement of Section 4.5. Section 4.5 shall hereby be replaced in its entirety with the following provision:
‘4.5     Distributions.
(a)Mandatory Distributions. The Company shall make mandatory Distributions to the Members holding Units at least once per year (on such date or dates as determined by the Board in good faith) in an amount equal to at least seventy percent (70%) of the Distributable Cash, as determined by the Board in good faith on at least an annual basis. All Distributions made pursuant to this Section 4.5(a) shall be allocated among the Members in accordance with Section 4.5(b)(i).
(b)Distributions. Except as provided for liquidating Distributions in Section 8.2(b), the Board may (but shall not be obligated to) make Distributions at any time and from time to time as follows:
(i)To the Members in proportion with their Sharing Ratios at the time the Distribution is made.
(ii)Distribute available Distributable Cash to the Members, in its sole discretion, in accordance with this Article IV for the purpose of payment of taxes.’
10.
Amendment to Section 4.8. Section 4.8 shall be amended by deleting and replacing the last sentence by the following sentence:
‘Except for calculation of Distributable Value, the Profit Sharing Distribution Amount shall not be taken into account when making calculations with respect to Distributions made pursuant to Section 4.5.’
11.
Amendment to Section 6.l(b)(vi). Section 6.l(b)(vi) shall be deleted and replaced by the following:
‘(vi)
Reserved.’
12.
Amendment to Section 6.l(c). Section 6.l(c) shall be deleted and replaced by the following:
‘(c)         Reserved.’
13.
Amendment to Section 9.3(a). The final sentence of Section 9.3(a) shall be deleted and replaced by the following sentence:




‘In addition, the provisions of this Section 9.3 shall apply to any Change of Control in which proceeds are paid to the Members rather than to the Company, in which case GS shall be entitled to participate in the Transfer constituting such Change of Control on the terms and conditions set forth in this Section 9.3.’
14.
Amendment to Section 9.3(b). The following proviso shall be deleted from the last sentence of Section 9.3(b):
‘provided, that, with respect to the "Tag-Along Right" in connection with a Liquidation Event specified in clause(2) of Section 4.5(c)(l) that occurs prior to January 1, 2013, GS shall have the right to sell a number of Units equal to the total number of Units being Transferred in such Liquidation Event (to the extent GS actually holds such number of Units), and such right will be deemed GS's Tag-Along Right for purposes of this Section 9.3.’
15.
Amendment to Section 9.3(d). The following sentence shall be deleted from the end of Section 9.3(d):
‘Nothing in this Section 9.3 shall affect the right of GS to receive any Make-Whole Payment to which it becomes entitled pursuant to Section 4.5(c)(l), and receipt by GS of any such Make-Whole Payment shall in no way affect the amount of proceeds to which GS is entitled pursuant to this Section 9.3(d). All proceeds received (and any Make-Whole Payment) received by a holder of Class B Units in respect ofthe Class B Units Transferred by such holder in a Tag-Along Sale shall be treated as a Distribution to such holder ofClass B Units for all purposes ofthis Agreement (including reducing the Unrecovered Investment Balance).’
16.
Amendment to Section 9.3(f). The following language shall be deleted from the first sentence of Section 9.3(f):
‘not including any Make-Whole Payment to which GS may be entitled in connection with such Tag-Along Sale (which shall be the sole responsibility of the Company),’
17.
Further Amendment to Section 9.3(f). The following proviso shall be deleted from the last sentence of Section 9.3(t):
‘provided, that, any Make-Whole Payment received by GS in connection with such Tag­ Along Sale shall not be included for purposes of calculating such pro rata share.’
18.
Amendment to Section 9.4(a). The following sentence shall be deleted from the end of Section 9.4(a):
‘Notwithstanding anything else in this Section 9.4, GS shall not be required to participate in any Drag-Along Sale unless at the time of such Drag-Along Sale the Unrecovered Investment Balance is less than the Drag-Along Proceeds to be received by GS in such Drag-Along Sale.’
19.
Amendment to Section 9.4(c)(vi). Section 9.4(c)(vi) shall be deleted and replaced by the following:

‘(vi) Reserved.’
20.
Amendment to Section 9.5     Section 9.5 shall be deleted and replaced by the following:




‘9.5 Reserved.’
21.
Miscellaneous.
a.Sections 11.1 through 11.7, and 11.11 through 11.15 of the LLC Agreement are hereby incorporated into, and made applicable to, this Amendment as if fully set forth herein.
b.Except as expressly set forth in this amendment, all terms, conditions and provisions of the LLC Agreement shall continue in full force and effect.
c.The provisions of this Amendment shall be effective on and after January 1, 2019.

[Signature page follows]






    
IN WITNESS WHEREOF, the Members have caused this amendment to be duly executed on their behalf as of the date first set forth above.


 
 
 
COMPANY:
 
 
 
 
 
 
 
 
Tinuum Group, LLC
 
 
 
By:
/s/ Ron Eller
 
 
 
Name:
Ron Eller
 
 
 
Title:
President & CEO
 
 
 
 
 
 
 
 
MEMBERS:
 
 
 
 
 
 
 
 
ADA-ES, Inc.
 
 
 
By:
/s/ L. Heath Sampson
 
 
 
Name:
L. Heath Sampson
 
 
 
Title:
CEO
 
 
 
 
 
 
 
 
NexGen Refined Coal, LLC
 
 
 
By:
/s/ Charles S. McNeil
 
 
 
Name:
Charles S. McNeil
 
 
 
Title:
Authorized Representative
 
 
 
 
 
 
 
 
GSFS Investments I Corp.
 
 
 
By:
/s/ Guaray Seth
 
 
 
Name:
Gauray Seth
 
 
 
Title:
Authorized Signatory
 
 
 
 
 





Exhibit 31.1
Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as Amended
I, L. Heath Sampson, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Advanced Emissions Solutions, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 12, 2019

 
/s/ L. Heath Sampson
 
L. Heath Sampson
 
Chief Executive Officer
 
(Principal Executive Officer)
 





Exhibit 31.2
Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as Amended
I, Greg P. Marken, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Advanced Emissions Solutions, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 12, 2019
 

/s/ Greg P. Marken
 
Greg P. Marken
 
Chief Financial Officer
 
(Principal Financial and Accounting Officer)
 





Exhibit 32.1
Certification
Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Advanced Emissions Solutions, Inc. (the “Company”) for the quarterly period ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), L. Heath Sampson, as the Principal Executive Officer of the Company, and Greg P. Marken, as the Principal Financial Officer of the Company, each hereby certifies, pursuant to and solely for the purpose of 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge and belief, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ L. Heath Sampson
 
L. Heath Sampson
 
Chief Executive Officer
 
 
 
November 12, 2019
 
 
 
 
 
/s/ Greg P. Marken
 
Greg P. Marken
 
Chief Financial Officer
 
 
 
November 12, 2019
 
 
 





EXHIBIT 95.1
Mine Safety and Health Administration Safety Data

We are committed to maintaining a safe work environment and working to ensure environmental compliance across all of our operations. The health and safety of our employees and limiting the impact to communities in which we operate are critical to our long-term success. We employ practices and conduct training to help ensure that our employees work safely. Furthermore, we utilize processes for managing, monitoring and improving safety and environmental performance.

The following disclosures are provided pursuant to Securities and Exchange Commission (SEC) regulations, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate coal mines regulated under the Federal Mine Safety and Health Act of 1977 (the "Mine Act"). The disclosures reflect United States (U.S.) mining operations only.

Mine Safety Information. Whenever the Mine Safety and Health Administration (MSHA) believes that a violation of the Mine Act, any health or safety standard, or any regulation has occurred, it may issue a violation which describes the associated condition or practice and designates a time frame within which the operator must abate the violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until hazards are corrected. Whenever MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the violation that the operator is ordered to pay. Citations and orders can be contested and appealed and, as part of that process, are often reduced in severity and amount, and are sometimes vacated. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface) of the company and mine.

We are required to report citations and orders issued to us by MSHA during the three months ended September 30, 2019, as reflected in our systems. Our required disclosure covers only those mines that were issued orders or citations during the period presented and, commensurate with SEC regulations, does not reflect orders or citations issued to independent contractors working at our mines. Due to timing and other factors, our data may not agree with the mine data retrieval system maintained by MSHA. The proposed assessments for the three months ended September 30, 2019 were taken from the MSHA system as of November 8, 2019.

Additional information about MSHA references we are required to report is as follows:
•
Section 104 S&S Violations: The total number of violations received from MSHA under section 104(a) of the Mine Act that could significantly and substantially contribute to a serious injury if left unabated.
•
Section 104(b)Orders: The total number of orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.
•
Section 104(d) Citations and Orders: The total number of citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.
•
Section 104(e) Notices: The total number of notices issued by MSHA under section 104(e) of the Mine Act for a pattern of violations that could contribute to mine health or safety hazards.
•
Section 110(b)(2)Violations: The total number of flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.
•
Section 107(a) Orders: The total number of orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an imminent danger existed.
•
Proposed MSHA Assessments: The total dollar value of proposed assessments from MSHA.
•
Fatalities: The total number of mining-related fatalities.

Our mine is located in the Gulf Coast Lignite Region, in Natchitoches Parish, Louisiana ("Five Forks"). For the three months ended September 30, 2019, there were no citations or orders issued.

Pending Legal Actions. The Federal Mine Safety and Health Review Commission (the Commission) is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. These cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA, or complaints of discrimination by miners under section 105 of the Mine Act. The following is a brief description of the types of legal actions that may be brought before the Commission.
•
Contests of Citations and Orders: A contest proceeding may be filed with the Commission by operators, miners or miners’ representatives to challenge the issuance of a citation or order issued by MSHA, including citations related to disputed provisions of operators' emergency response plans.




•
Contests of Proposed Penalties (Petitions for Assessment of Penalties): A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the violation. Such proceedings may also involve appeals of judges' decisions or orders to the Commission on proposed penalties, including petitions for discretionary review and review by the Commission on its own motion.
•
Complaints for Compensation: A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
•
Complaints of Discharge, Discrimination or Interference: A discrimination proceeding is a case that involves a miner’s allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint. This category includes temporary reinstatement proceedings, which involve cases in which a miner has filed a complaint with MSHA stating he or she has suffered discrimination and the miner has lost his or her position.
•
Applications for Temporary Relief: An application for temporary relief from any modification or termination of any order or from any order issued under certain subparts of section 104 of the Mine Act may be filed with the Commission at any time before such order becomes final.
•
Appeals of Judges' Decisions or Orders.

For the three months ended September 30, 2019, there were no pending or legal actions before the Commission at our mine, Five Forks.