Delaware
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001-37822
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27-5472457
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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8051 E. Maplewood Avenue, Suite 210, Greenwood Village, CO
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80111
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(Address of principal executive offices)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Class
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Trading Symbol
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Name of each exchange on which registered
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Common stock, par value $0.001 per share
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ADES
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NASDAQ Global Market
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Emerging growth company
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¨
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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.
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¨
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Item 1.01
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Entry into a Material Definitive Agreement.
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Item 2.02
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Results of Operations and Financial Condition.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 8.01
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Other Events.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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10.1
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99.1
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Advanced Emissions Solutions, Inc.
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Registrant
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/s/ Greg Marken
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Greg Marken
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Chief Financial Officer
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1.1
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Your salary will be $260,000 annualized and payable in accordance with the Company's normal payroll procedures and subject to applicable withholdings ("Base Salary"). You will participate in any benefit plans and programs offered by the Company to similarly situated employees subject to eligibility requirements under such plans and programs. The Company retains the right to modify benefits and salary from time to time, as it deems necessary.
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1.2
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You will receive the Company's ADP Safe Harbor contribution of 3% of your eligible earnings to your 401(k) account, generally made during the first quarter following the close of the plan year (Jan. 1, 2020- Dec. 31, 2020).
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1.3
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You will be guaranteed a bonus under the Company's Short-Term Incentive Plan. The bonus will be 40% of your Base Salary and will be prorated to match your time employed with the Company. You must be actively employed in the CAO position until being released by the Company without cause in order to be eligible for the bonus.
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2.1
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For Cause. The Company may terminate your employment at any time for "cause," effective immediately upon written notice to you. As used in this Section 2, "cause" shall be limited to;
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2.2
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Termination by Employee. You may, at your option, terminate employment upon providing 30 days written notice to the Company. You agree to faithfully perform your duties during the 30-day period, and further agree that you will only leave during the notice period if the Company mutually consents to your departure. Should you cease work at any time during the 30-day period, you will only be paid through your last date of service. Should the Company, at its discretion, waive any portion of the 30-day notice period and ask you to leave employment, it will pay your salary through the end of the 30-day period and related prorated portion of your short-Term Incentive Plan. Otherwise, there will be no severance payment obligations with any termination initiated by you.
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2.3
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There will be no severance payment obligation upon termination of your employment.
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3.1
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You may have certain rights under the Defend Trade Secrets Act of 2016, Pub. L. 114-153. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made
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/s/ Lorraine Lang
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Lorraine Lang
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Vice President of Human Resources
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AGREED TO AND ACCEPTED:
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By:
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/s/ Christine Bellino
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Christine Bellino
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Date May 7, 2020
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•
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Tinuum distributions to ADES for the first quarter were $17.1 million compared to $19.5 million in the prior year, a decrease of 12%
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•
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Royalty earnings from Tinuum Group in the first quarter were $3.0 million compared to $4.2 million in the prior year, a decrease of 28%
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•
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RC Segment operating income in the first quarter was $10.9 million compared to $25.2 million in the prior year
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•
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RC Segment Adjusted EBITDA in the first quarter was $19.9 million compared to $23.4 million in the prior year
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•
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Based on 20 invested RC facilities as of March 31, 2020, expected future net RC cash flows to ADES are projected to be between $125 million and $150 million through year end 2021
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•
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Recognized first quarter segment revenue of $8.5 million, compared to $14.6 million in the prior year
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•
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Segment operating loss in the first quarter was $6.6 million compared to an operating loss of $3.5 million in the prior year
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•
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Segment EBITDA loss in the first quarter was $4.4 million, compared to a segment EBITDA loss of $1.4 million in the prior year
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•
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Consolidated revenue was $12.3 million during the first quarter compared to $19.3 million in the prior year, driven by the decrease in consumables and royalty revenues
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•
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Consolidated net loss was $1.9 million for the first quarter compared to a net profit of $14.4 million in 2019; pretax loss was $1.5 million for the first quarter compared to a pretax profit of $16.1 million in 2019
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•
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Consolidated Adjusted EBITDA was $10.8 million, a decrease from $18.0 million over prior year
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•
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Made quarterly principal payment of $6.0 million on the Company's term loan, and reduced the principal balance to $34.0 million
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•
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Ended the first quarter 2020 with a cash balance, inclusive of restricted cash, of $17.2 million, an increase of $0.1 million since December 31, 2019
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•
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Paid first quarter dividend of $0.25 per share on March 10, 2020
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•
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Took proactive steps in response to the COVID-19 pandemic in order to:
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◦
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Protect employee health and safety, including updating safe workplace protocols and offering work-from-home where possible;
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◦
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Ensure business continuity as an essential service provider, which involved taking actions to continue to operate the Company's activated carbon manufacturing facility, engaging customers on how to best respond to changing market dynamics and protecting ADES' integrated supply chain; and
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◦
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Bolster financial flexibility and preserve near-term available cash and liquidity, by evaluating non-core spending and adjusting capital allocation plans, prioritizing prudent organic investments to ensure continued manufacturing capabilities, and suspending the Company's quarterly cash dividend on its common stock
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ADA brings together ADA Carbon Solutions, LLC, a leading provider of powder activated carbon ("PAC") and ADA-ES, Inc., the providers of ADA® M-Prove™ Technology. We provide products and services to control mercury and other contaminants at coal-fired power generators and other industrial companies. Our broad suite of complementary products control contaminants and help our customers meet their compliance objectives consistently and reliably.
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CarbPure Technologies LLC, (“CarbPure”), formed in 2015 provides high-quality PAC and granular activated carbon ideally suited for treatment of potable water and wastewater. Our affiliate company, ADA Carbon Solutions, LLC manufactures the products for CarbPure.
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Tinuum Group, LLC (“Tinuum Group”) is a 42.5% owned joint venture by ADA that provides patented Refined Coal (“RC”) technologies to enhance combustion of and reduce emissions of NOx and mercury from coal-fired power plants.
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As of
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||||||
(in thousands, except share data)
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March 31, 2020
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December 31, 2019
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||||
ASSETS
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Current assets:
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Cash and cash equivalents
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$
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12,188
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$
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12,080
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Receivables, net
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5,641
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7,430
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Receivables, related parties
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3,045
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4,246
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Inventories, net
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13,595
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15,460
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Prepaid expenses and other assets
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7,605
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7,832
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Total current assets
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42,074
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47,048
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Restricted cash, long-term
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5,000
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5,000
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Property, plant and equipment, net of accumulated depreciation of $9,039 and $7,444, respectively
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45,525
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44,001
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Intangible assets, net
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3,973
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4,169
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Equity method investments
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30,312
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39,155
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Deferred tax assets, net
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13,307
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14,095
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Other long-term assets, net
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19,992
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20,331
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Total Assets
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$
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160,183
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$
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173,799
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||
Current liabilities:
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|
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||||
Accounts payable
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$
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8,458
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$
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8,046
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Accrued payroll and related liabilities
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|
2,051
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|
|
3,024
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||
Current portion of long-term debt
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24,192
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23,932
|
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Other current liabilities
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4,275
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4,311
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||
Total current liabilities
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38,976
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39,313
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Long-term debt, net of current portion
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14,189
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20,434
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Other long-term liabilities
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5,238
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|
|
5,760
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Total Liabilities
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58,403
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65,507
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Commitments and contingencies
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|
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||||
Stockholders’ equity:
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|
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|
||||
Preferred stock: par value of $.001 per share, 50,000,000 shares authorized, none outstanding
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—
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—
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Common stock: par value of $.001 per share, 100,000,000 shares authorized, 23,114,218 and 22,960,157 shares issued, and 18,496,072 and 18,362,624 shares outstanding at March 31, 2020 and December 31, 2019, respectively
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23
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23
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Treasury stock, at cost: 4,618,146 and 4,597,533 shares as of March 31, 2020 and December 31, 2019, respectively
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(47,692
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)
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(47,533
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)
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Additional paid-in capital
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98,596
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98,466
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Retained earnings
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50,853
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|
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57,336
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Total stockholders’ equity
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101,780
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|
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108,292
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Total Liabilities and Stockholders’ Equity
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$
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160,183
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|
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$
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173,799
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|
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Three Months Ended March 31,
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||||||
(in thousands, except per share data)
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2020
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2019
|
||||
Revenues:
|
|
|
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|
||||
Consumables
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$
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9,217
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$
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15,109
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License royalties, related party
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3,046
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|
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4,220
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Total revenues
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12,263
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|
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19,329
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|
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Operating expenses:
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|
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||||
Consumables cost of revenue, exclusive of depreciation and amortization
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11,491
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14,108
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Payroll and benefits
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2,742
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2,556
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Legal and professional fees
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2,043
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|
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2,204
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General and administrative
|
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2,331
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|
|
1,914
|
|
||
Depreciation, amortization, depletion and accretion
|
|
2,297
|
|
|
2,102
|
|
||
Total operating expenses
|
|
20,904
|
|
|
22,884
|
|
||
Operating loss
|
|
(8,641
|
)
|
|
(3,555
|
)
|
||
Other income (expense):
|
|
|
|
|
||||
Earnings from equity method investments
|
|
8,273
|
|
|
21,690
|
|
||
Interest expense
|
|
(1,210
|
)
|
|
(2,104
|
)
|
||
Other
|
|
43
|
|
|
70
|
|
||
Total other income
|
|
7,106
|
|
|
19,656
|
|
||
(Loss) income before income tax expense
|
|
(1,535
|
)
|
|
16,101
|
|
||
Income tax expense
|
|
358
|
|
|
1,699
|
|
||
Net (loss) income
|
|
$
|
(1,893
|
)
|
|
$
|
14,402
|
|
Earnings per common share:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.11
|
)
|
|
$
|
0.79
|
|
Diluted
|
|
$
|
(0.11
|
)
|
|
$
|
0.78
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
||||
Basic
|
|
17,932
|
|
|
18,268
|
|
||
Diluted
|
|
17,932
|
|
|
18,433
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(1,893
|
)
|
|
$
|
14,402
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
||||
Deferred income tax expense (benefit)
|
|
788
|
|
|
(677
|
)
|
||
Depreciation, amortization, depletion and accretion
|
|
2,297
|
|
|
2,102
|
|
||
Operating lease expense
|
|
774
|
|
|
775
|
|
||
Amortization of debt discount and debt issuance costs
|
|
354
|
|
|
381
|
|
||
Stock-based compensation expense
|
|
506
|
|
|
317
|
|
||
Earnings from equity method investments
|
|
(8,273
|
)
|
|
(21,690
|
)
|
||
Other non-cash items, net
|
|
—
|
|
|
75
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Receivables and related party receivables
|
|
2,988
|
|
|
1,845
|
|
||
Prepaid expenses and other assets
|
|
226
|
|
|
80
|
|
||
Inventories, net
|
|
1,572
|
|
|
3,262
|
|
||
Other long-term assets, net
|
|
(89
|
)
|
|
(2
|
)
|
||
Accounts payable
|
|
(1,477
|
)
|
|
(789
|
)
|
||
Accrued payroll and related liabilities
|
|
(973
|
)
|
|
(4,500
|
)
|
||
Other current liabilities
|
|
(23
|
)
|
|
2,154
|
|
||
Operating lease liabilities
|
|
(634
|
)
|
|
(804
|
)
|
||
Other long-term liabilities
|
|
(22
|
)
|
|
(401
|
)
|
||
Distributions from equity method investees, return on investment
|
|
17,116
|
|
|
19,488
|
|
||
Net cash provided by operating activities
|
|
13,237
|
|
|
16,018
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Acquisition of business
|
|
—
|
|
|
(661
|
)
|
||
Acquisition of property, plant, equipment, and intangible assets, net
|
|
(1,289
|
)
|
|
(1,087
|
)
|
||
Mine development costs
|
|
(447
|
)
|
|
(324
|
)
|
||
Net cash used in investing activities
|
|
(1,736
|
)
|
|
(2,072
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Principal payments on term loan
|
|
(6,000
|
)
|
|
(6,000
|
)
|
||
Principal payments on finance lease obligations
|
|
(340
|
)
|
|
(344
|
)
|
||
Dividends paid
|
|
(4,518
|
)
|
|
(4,571
|
)
|
||
Repurchase of common shares
|
|
(159
|
)
|
|
(693
|
)
|
||
Repurchase of common shares to satisfy tax withholdings
|
|
(376
|
)
|
|
(245
|
)
|
||
Net cash used in financing activities
|
|
(11,393
|
)
|
|
(11,853
|
)
|
||
Increase in Cash and Cash Equivalents and Restricted Cash
|
|
108
|
|
|
2,093
|
|
||
Cash and Cash Equivalents and Restricted Cash, beginning of period
|
|
17,080
|
|
|
23,772
|
|
||
Cash and Cash Equivalents and Restricted Cash, end of period
|
|
$
|
17,188
|
|
|
$
|
25,865
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
||||
Acquisition of property, plant and equipment through accounts payable
|
|
$
|
1,890
|
|
|
$
|
—
|
|
Dividends payable
|
|
$
|
105
|
|
|
$
|
58
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
Net (loss) income (1)
|
|
$
|
(1,893
|
)
|
|
$
|
14,402
|
|
Depreciation, amortization, depletion and accretion
|
|
2,297
|
|
|
2,102
|
|
||
Interest expense, net
|
|
1,167
|
|
|
2,034
|
|
||
Income tax expense
|
|
358
|
|
|
1,699
|
|
||
Consolidated EBITDA
|
|
1,929
|
|
|
20,237
|
|
||
Equity earnings
|
|
(8,273
|
)
|
|
(21,690
|
)
|
||
Cash distributions from equity method investees
|
|
17,116
|
|
|
19,488
|
|
||
Consolidated Adjusted EBITDA
|
|
$
|
10,772
|
|
|
$
|
18,035
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
RC Segment operating income
|
|
$
|
10,860
|
|
|
$
|
25,233
|
|
Depreciation, amortization, depletion and accretion
|
|
27
|
|
|
21
|
|
||
Interest expense
|
|
132
|
|
|
322
|
|
||
RC Segment EBITDA
|
|
11,019
|
|
|
25,576
|
|
||
Equity earnings
|
|
(8,273
|
)
|
|
(21,690
|
)
|
||
Cash distributions from equity method investees
|
|
17,116
|
|
|
19,488
|
|
||
RC Segment Adjusted EBITDA
|
|
$
|
19,862
|
|
|
$
|
23,374
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2020
|
|
2019
|
||||
PGI Segment operating loss (1)
|
|
$
|
(6,577
|
)
|
|
$
|
(3,462
|
)
|
Depreciation, amortization, depletion and accretion
|
|
2,035
|
|
|
1,960
|
|
||
Interest expense, net
|
|
94
|
|
|
131
|
|
||
PGI Segment EBITDA loss
|
|
$
|
(4,448
|
)
|
|
$
|
(1,371
|
)
|