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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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27-5472457
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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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PAGE
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As of
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||||||
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(in thousands, except share data)
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June 30, 2020
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December 31, 2019
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||||
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ASSETS
|
|
|
|
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||||
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Current assets:
|
|
|
|
|
||||
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Cash and cash equivalents
|
|
$
|
16,733
|
|
|
$
|
12,080
|
|
|
Receivables, net
|
|
5,319
|
|
|
7,430
|
|
||
|
Receivables, related parties
|
|
3,480
|
|
|
4,246
|
|
||
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Inventories, net
|
|
16,084
|
|
|
15,460
|
|
||
|
Prepaid expenses and other assets
|
|
18,959
|
|
|
7,832
|
|
||
|
Total current assets
|
|
60,575
|
|
|
47,048
|
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||
|
Restricted cash, long-term
|
|
5,000
|
|
|
5,000
|
|
||
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Property, plant and equipment, net of accumulated depreciation of $6,597 and $7,444, respectively
|
|
26,053
|
|
|
44,001
|
|
||
|
Intangible assets, net
|
|
2,293
|
|
|
4,169
|
|
||
|
Equity method investments
|
|
23,080
|
|
|
39,155
|
|
||
|
Deferred tax assets, net
|
|
2,448
|
|
|
14,095
|
|
||
|
Other long-term assets, net
|
|
13,881
|
|
|
20,331
|
|
||
|
Total Assets
|
|
$
|
133,330
|
|
|
$
|
173,799
|
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|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
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Current liabilities:
|
|
|
|
|
||||
|
Accounts payable
|
|
$
|
7,174
|
|
|
$
|
8,046
|
|
|
Accrued payroll and related liabilities
|
|
3,158
|
|
|
3,024
|
|
||
|
Current portion of long-term debt
|
|
25,583
|
|
|
23,932
|
|
||
|
Other current liabilities
|
|
3,377
|
|
|
4,311
|
|
||
|
Total current liabilities
|
|
39,292
|
|
|
39,313
|
|
||
|
Long-term debt, net of current portion
|
|
10,120
|
|
|
20,434
|
|
||
|
Other long-term liabilities
|
|
4,816
|
|
|
5,760
|
|
||
|
Total Liabilities
|
|
54,228
|
|
|
65,507
|
|
||
|
Commitments and contingencies (Note 10)
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|
|
|
|
||||
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Stockholders’ equity:
|
|
|
|
|
||||
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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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Common stock: par value of $.001 per share, 100,000,000 shares authorized, 23,110,285 and 22,960,157 shares issued, and 18,492,139 and 18,362,624 shares outstanding at June 30, 2020 and December 31, 2019, respectively
|
|
23
|
|
|
23
|
|
||
|
Treasury stock, at cost: 4,618,146 and 4,597,533 shares as of June 30, 2020 and December 31, 2019, respectively
|
|
(47,692
|
)
|
|
(47,533
|
)
|
||
|
Additional paid-in capital
|
|
99,732
|
|
|
98,466
|
|
||
|
Retained earnings
|
|
27,039
|
|
|
57,336
|
|
||
|
Total stockholders’ equity
|
|
79,102
|
|
|
108,292
|
|
||
|
Total Liabilities and Stockholders’ Equity
|
|
$
|
133,330
|
|
|
$
|
173,799
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands, except per share data)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
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Consumables
|
|
$
|
8,170
|
|
|
$
|
11,386
|
|
|
$
|
17,387
|
|
|
$
|
26,495
|
|
|
License royalties, related party
|
|
3,313
|
|
|
4,191
|
|
|
6,359
|
|
|
8,411
|
|
||||
|
Total revenues
|
|
11,483
|
|
|
15,577
|
|
|
23,746
|
|
|
34,906
|
|
||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
|
Consumables cost of revenue, exclusive of depreciation and amortization
|
|
7,416
|
|
|
12,286
|
|
|
18,907
|
|
|
26,394
|
|
||||
|
Other sales cost of revenue, exclusive of depreciation and amortization
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
|
Payroll and benefits
|
|
3,812
|
|
|
2,798
|
|
|
6,554
|
|
|
5,354
|
|
||||
|
Legal and professional fees
|
|
1,022
|
|
|
1,995
|
|
|
3,065
|
|
|
4,199
|
|
||||
|
General and administrative
|
|
2,462
|
|
|
1,995
|
|
|
4,793
|
|
|
3,909
|
|
||||
|
Depreciation, amortization, depletion and accretion
|
|
1,733
|
|
|
757
|
|
|
4,030
|
|
|
2,859
|
|
||||
|
Impairment of long-lived assets
|
|
26,103
|
|
|
—
|
|
|
26,103
|
|
|
—
|
|
||||
|
Total operating expenses
|
|
42,548
|
|
|
19,837
|
|
|
63,452
|
|
|
42,721
|
|
||||
|
Operating loss
|
|
(31,065
|
)
|
|
(4,260
|
)
|
|
(39,706
|
)
|
|
(7,815
|
)
|
||||
|
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
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Earnings from equity method investments
|
|
8,168
|
|
|
20,935
|
|
|
16,441
|
|
|
42,625
|
|
||||
|
Interest expense
|
|
(962
|
)
|
|
(1,987
|
)
|
|
(2,172
|
)
|
|
(4,091
|
)
|
||||
|
Other
|
|
148
|
|
|
60
|
|
|
191
|
|
|
130
|
|
||||
|
Total other income
|
|
7,354
|
|
|
19,008
|
|
|
14,460
|
|
|
38,664
|
|
||||
|
(Loss) income before income tax expense
|
|
(23,711
|
)
|
|
14,748
|
|
|
(25,246
|
)
|
|
30,849
|
|
||||
|
Income tax expense
|
|
103
|
|
|
6,634
|
|
|
461
|
|
|
8,333
|
|
||||
|
Net (loss) income
|
|
$
|
(23,814
|
)
|
|
$
|
8,114
|
|
|
$
|
(25,707
|
)
|
|
$
|
22,516
|
|
|
Earnings per common share (Note 1):
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
|
$
|
(1.32
|
)
|
|
$
|
0.45
|
|
|
$
|
(1.43
|
)
|
|
$
|
1.23
|
|
|
Diluted
|
|
$
|
(1.32
|
)
|
|
$
|
0.44
|
|
|
$
|
(1.43
|
)
|
|
$
|
1.22
|
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
|
18,014
|
|
|
18,172
|
|
|
17,974
|
|
|
18,219
|
|
||||
|
Diluted
|
|
18,014
|
|
|
18,377
|
|
|
17,974
|
|
|
18,412
|
|
||||
|
|
|
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, 2020
|
|
22,960,157
|
|
|
$
|
23
|
|
|
(4,597,533
|
)
|
|
$
|
(47,533
|
)
|
|
$
|
98,466
|
|
|
$
|
57,336
|
|
|
$
|
108,292
|
|
|
Stock-based compensation
|
|
218,259
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
506
|
|
|
—
|
|
|
506
|
|
|||||
|
Repurchase of common shares to satisfy minimum tax withholdings
|
|
(64,198
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(376
|
)
|
|
—
|
|
|
(376
|
)
|
|||||
|
Cash dividends declared on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,590
|
)
|
|
(4,590
|
)
|
|||||
|
Repurchase of common shares
|
|
—
|
|
|
—
|
|
|
(20,613
|
)
|
|
(159
|
)
|
|
—
|
|
|
—
|
|
|
(159
|
)
|
|||||
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,893
|
)
|
|
(1,893
|
)
|
|||||
|
Balances, March 31, 2020
|
|
23,114,218
|
|
|
$
|
23
|
|
|
(4,618,146
|
)
|
|
$
|
(47,692
|
)
|
|
$
|
98,596
|
|
|
$
|
50,853
|
|
|
$
|
101,780
|
|
|
Stock-based compensation
|
|
(3,549
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,138
|
|
|
—
|
|
|
1,138
|
|
|||||
|
Repurchase of common shares to satisfy minimum tax withholdings
|
|
(384
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,814
|
)
|
|
(23,814
|
)
|
|||||
|
Balances, June 30, 2020
|
|
23,110,285
|
|
|
$
|
23
|
|
|
(4,618,146
|
)
|
|
$
|
(47,692
|
)
|
|
$
|
99,732
|
|
|
$
|
27,039
|
|
|
$
|
79,102
|
|
|
|
|
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
(in thousands)
|
|
2020
|
|
2019
|
||||
|
Cash flows from operating activities
|
|
|
|
|
||||
|
Net (loss) income
|
|
$
|
(25,707
|
)
|
|
$
|
22,516
|
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
||||
|
Deferred income tax expense
|
|
11,647
|
|
|
4,946
|
|
||
|
Depreciation, amortization, depletion and accretion
|
|
4,030
|
|
|
2,859
|
|
||
|
Impairment of long-lived assets
|
|
26,103
|
|
|
—
|
|
||
|
Operating lease expense
|
|
1,353
|
|
|
1,580
|
|
||
|
Amortization of debt discount and debt issuance costs
|
|
709
|
|
|
851
|
|
||
|
Stock-based compensation expense
|
|
1,644
|
|
|
858
|
|
||
|
Earnings from equity method investments
|
|
(16,441
|
)
|
|
(42,625
|
)
|
||
|
Other non-cash items, net
|
|
31
|
|
|
474
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|||
|
Receivables and related party receivables
|
|
2,854
|
|
|
4,044
|
|
||
|
Prepaid expenses and other assets
|
|
(11,129
|
)
|
|
47
|
|
||
|
Inventories, net
|
|
(590
|
)
|
|
3,794
|
|
||
|
Other long-term assets, net
|
|
(224
|
)
|
|
(110
|
)
|
||
|
Accounts payable
|
|
(1,095
|
)
|
|
(758
|
)
|
||
|
Accrued payroll and related liabilities
|
|
134
|
|
|
(4,829
|
)
|
||
|
Other current liabilities
|
|
(515
|
)
|
|
862
|
|
||
|
Operating lease liabilities
|
|
(1,213
|
)
|
|
(1,563
|
)
|
||
|
Other long-term liabilities
|
|
(22
|
)
|
|
(462
|
)
|
||
|
Distributions from equity method investees, return on investment
|
|
32,516
|
|
|
38,088
|
|
||
|
Net cash provided by operating activities
|
|
24,085
|
|
|
30,572
|
|
||
|
Cash flows from investing activities
|
|
|
|
|
||||
|
Acquisition of business
|
|
—
|
|
|
(661
|
)
|
||
|
Acquisition of property, plant, equipment, and intangible assets, net
|
|
(4,189
|
)
|
|
(3,797
|
)
|
||
|
Mine development costs
|
|
(507
|
)
|
|
(521
|
)
|
||
|
Net cash used in investing activities
|
|
(4,696
|
)
|
|
(4,979
|
)
|
||
|
Cash flows from financing activities
|
|
|
|
|
||||
|
Principal payments on term loan
|
|
(12,000
|
)
|
|
(16,000
|
)
|
||
|
Principal payments on finance lease obligations
|
|
(676
|
)
|
|
(681
|
)
|
||
|
Dividends paid
|
|
(4,828
|
)
|
|
(9,179
|
)
|
||
|
Repurchase of common shares
|
|
(159
|
)
|
|
(2,831
|
)
|
||
|
Repurchase of common shares to satisfy tax withholdings
|
|
(378
|
)
|
|
(254
|
)
|
||
|
Borrowings from Paycheck Protection Program Loan
|
|
3,305
|
|
|
—
|
|
||
|
Net cash used in financing activities
|
|
(14,736
|
)
|
|
(28,945
|
)
|
||
|
Increase (decrease) in Cash and Cash Equivalents and Restricted Cash
|
|
4,653
|
|
|
(3,352
|
)
|
||
|
Cash and Cash Equivalents and Restricted Cash, beginning of period
|
|
17,080
|
|
|
23,772
|
|
||
|
Cash and Cash Equivalents and Restricted Cash, end of period
|
|
$
|
21,733
|
|
|
$
|
20,420
|
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
||||
|
Acquisition of property, plant and equipment through accounts payable
|
|
$
|
223
|
|
|
$
|
1,561
|
|
|
Dividends payable
|
|
$
|
77
|
|
|
$
|
113
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands, except per share amounts)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Net (loss) income
|
|
$
|
(23,814
|
)
|
|
$
|
8,114
|
|
|
$
|
(25,707
|
)
|
|
$
|
22,516
|
|
|
Less: Dividends and undistributed (loss) income allocated to participating securities
|
|
(17
|
)
|
|
11
|
|
|
(19
|
)
|
|
31
|
|
||||
|
(Loss) income attributable to common stockholders
|
|
$
|
(23,797
|
)
|
|
$
|
8,103
|
|
|
$
|
(25,688
|
)
|
|
$
|
22,485
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic weighted-average common shares outstanding
|
|
18,014
|
|
|
18,172
|
|
|
17,974
|
|
|
18,219
|
|
||||
|
Add: dilutive effect of equity instruments
|
|
—
|
|
|
205
|
|
|
—
|
|
|
193
|
|
||||
|
Diluted weighted-average shares outstanding
|
|
18,014
|
|
|
18,377
|
|
|
17,974
|
|
|
18,412
|
|
||||
|
(Loss) earnings per share - basic
|
|
$
|
(1.32
|
)
|
|
$
|
0.45
|
|
|
$
|
(1.43
|
)
|
|
$
|
1.23
|
|
|
(Loss) earnings per share - diluted
|
|
$
|
(1.32
|
)
|
|
$
|
0.44
|
|
|
$
|
(1.43
|
)
|
|
$
|
1.22
|
|
|
(in thousands)
|
|
|
||
|
Property, plant and equipment, net
|
|
$
|
18,986
|
|
|
Intangible assets, net
|
|
1,445
|
|
|
|
Other long-term assets, net
|
|
5,672
|
|
|
|
Total impairment
|
|
$
|
26,103
|
|
|
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
|
|
|
(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
|
|
|
|
|
|
|
As of
|
||||||
|
(in thousands)
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
Product inventory
|
|
$
|
14,081
|
|
|
$
|
13,515
|
|
|
Raw material inventory
|
|
2,003
|
|
|
1,945
|
|
||
|
|
|
$
|
16,084
|
|
|
$
|
15,460
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Gross profit
|
|
$
|
6,868
|
|
|
$
|
38,180
|
|
|
$
|
11,878
|
|
|
$
|
79,380
|
|
|
Operating, selling, general and administrative expenses
|
|
11,919
|
|
|
5,763
|
|
|
24,695
|
|
|
12,345
|
|
||||
|
(Loss) income from operations
|
|
(5,051
|
)
|
|
32,417
|
|
|
(12,817
|
)
|
|
67,035
|
|
||||
|
Other income (expenses)
|
|
2,144
|
|
|
(28
|
)
|
|
5,787
|
|
|
23
|
|
||||
|
Loss attributable to noncontrolling interest
|
|
18,823
|
|
|
12,891
|
|
|
38,094
|
|
|
28,667
|
|
||||
|
Net income available to members
|
|
$
|
15,916
|
|
|
$
|
45,280
|
|
|
$
|
31,064
|
|
|
$
|
95,725
|
|
|
ADES equity earnings from Tinuum Group
|
|
$
|
6,764
|
|
|
$
|
19,244
|
|
|
$
|
13,202
|
|
|
$
|
39,011
|
|
|
Description
|
|
Date(s)
|
|
Investment balance
|
|
ADES equity earnings
|
|
Cash distributions
|
|
Memorandum Account: Cash distributions and equity earnings in (excess) of investment balance
|
||||||||
|
Beginning balance
|
|
12/31/2019
|
|
$
|
32,280
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
ADES proportionate share of income from Tinuum Group
|
|
First Quarter
|
|
6,438
|
|
|
6,438
|
|
|
—
|
|
|
—
|
|
||||
|
Cash distributions from Tinuum Group
|
|
First Quarter
|
|
(13,764
|
)
|
|
—
|
|
|
13,764
|
|
|
—
|
|
||||
|
Total investment balance, equity earnings (loss) and cash distributions
|
|
3/31/2020
|
|
$
|
24,954
|
|
|
$
|
6,438
|
|
|
$
|
13,764
|
|
|
$
|
—
|
|
|
ADES proportionate share of income from Tinuum Group
|
|
Second Quarter
|
|
$
|
6,764
|
|
|
$
|
6,764
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Cash distributions from Tinuum Group
|
|
Second Quarter
|
|
(13,600
|
)
|
|
—
|
|
|
13,600
|
|
|
—
|
|
||||
|
Total investment balance, equity earnings and cash distributions
|
|
6/30/2020
|
|
$
|
18,118
|
|
|
$
|
6,764
|
|
|
$
|
13,600
|
|
|
$
|
—
|
|
|
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 and cash distributions
|
|
3/31/2019
|
|
$
|
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 and cash distributions
|
|
6/30/2019
|
|
$
|
42,455
|
|
|
$
|
19,244
|
|
|
$
|
17,000
|
|
|
$
|
—
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Gross loss
|
|
$
|
(20,418
|
)
|
|
$
|
(25,192
|
)
|
|
$
|
(42,677
|
)
|
|
$
|
(49,927
|
)
|
|
Operating, selling, general and administrative expenses
|
|
43,515
|
|
|
50,412
|
|
|
89,268
|
|
|
99,862
|
|
||||
|
Loss from operations
|
|
(63,933
|
)
|
|
(75,604
|
)
|
|
(131,945
|
)
|
|
(149,789
|
)
|
||||
|
Other income (expenses)
|
|
(330
|
)
|
|
(316
|
)
|
|
(615
|
)
|
|
(558
|
)
|
||||
|
Loss attributable to noncontrolling interest
|
|
67,071
|
|
|
79,307
|
|
|
139,043
|
|
|
157,577
|
|
||||
|
Net income
|
|
$
|
2,808
|
|
|
$
|
3,387
|
|
|
$
|
6,483
|
|
|
$
|
7,230
|
|
|
ADES equity earnings from Tinuum Services
|
|
$
|
1,404
|
|
|
$
|
1,693
|
|
|
$
|
3,242
|
|
|
$
|
3,615
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Earnings from Tinuum Group
|
|
$
|
6,764
|
|
|
$
|
19,244
|
|
|
$
|
13,202
|
|
|
$
|
39,011
|
|
|
Earnings from Tinuum Services
|
|
1,404
|
|
|
1,693
|
|
|
3,242
|
|
|
3,615
|
|
||||
|
Loss from other
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
|
(1
|
)
|
||||
|
Earnings from equity method investments
|
|
$
|
8,168
|
|
|
$
|
20,935
|
|
|
$
|
16,441
|
|
|
$
|
42,625
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
(in thousands)
|
|
2020
|
|
2019
|
||||
|
Distributions from equity method investees, return on investment
|
|
|
|
|
||||
|
Tinuum Group
|
|
$
|
27,364
|
|
|
$
|
33,788
|
|
|
Tinuum Services
|
|
5,152
|
|
|
4,300
|
|
||
|
|
|
$
|
32,516
|
|
|
$
|
38,088
|
|
|
|
|
As of
|
||||||
|
(in thousands)
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
Senior Term Loan due December 2021, related party
|
|
$
|
28,000
|
|
|
$
|
40,000
|
|
|
Less: net unamortized debt issuance costs
|
|
(815
|
)
|
|
(1,163
|
)
|
||
|
Less: net unamortized debt discount
|
|
(840
|
)
|
|
(1,200
|
)
|
||
|
Senior Term Loan due December 2021, net
|
|
26,345
|
|
|
37,637
|
|
||
|
Finance lease obligations
|
|
6,053
|
|
|
6,729
|
|
||
|
PPP Loan
|
|
3,305
|
|
|
—
|
|
||
|
|
|
35,703
|
|
|
44,366
|
|
||
|
Less: Current maturities
|
|
(25,583
|
)
|
|
(23,932
|
)
|
||
|
Total long-term debt
|
|
$
|
10,120
|
|
|
$
|
20,434
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Finance lease cost:
|
|
|
|
|
|
|
|
|
||||||||
|
Amortization of right-of-use assets
|
|
$
|
465
|
|
|
$
|
558
|
|
|
$
|
979
|
|
|
$
|
1,094
|
|
|
Interest on lease liabilities
|
|
93
|
|
|
57
|
|
|
187
|
|
|
188
|
|
||||
|
Operating lease cost
|
|
676
|
|
|
927
|
|
|
1,529
|
|
|
1,856
|
|
||||
|
Short-term lease cost
|
|
424
|
|
|
189
|
|
|
706
|
|
|
360
|
|
||||
|
Variable lease cost (1)
|
|
44
|
|
|
93
|
|
|
137
|
|
|
175
|
|
||||
|
Total lease cost
|
|
$
|
1,702
|
|
|
$
|
1,824
|
|
|
$
|
3,538
|
|
|
$
|
3,673
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other Information:
|
|
|
|
|
|
|
|
|
||||||||
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
|
|
|
|
||||||||
|
Operating cash flows from finance leases
|
|
|
|
|
|
$
|
187
|
|
|
$
|
187
|
|
||||
|
Operating cash flows from operating leases
|
|
|
|
|
|
$
|
1,213
|
|
|
$
|
1,901
|
|
||||
|
Financing cash flows from finance leases
|
|
|
|
|
|
$
|
676
|
|
|
$
|
681
|
|
||||
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
|
|
|
|
$
|
60
|
|
|
$
|
49
|
|
||||
|
Weighted-average remaining lease term - finance leases
|
|
|
|
|
|
3.8 years
|
|
|
4.7 years
|
|
||||||
|
Weighted-average remaining lease term - operating leases
|
|
|
|
|
|
2.1 years
|
|
|
2.4 years
|
|
||||||
|
Weighted-average discount rate - finance leases
|
|
|
|
|
|
6.1
|
%
|
|
6.1
|
%
|
||||||
|
Weighted-average discount rate - operating leases
|
|
|
|
|
|
8.5
|
%
|
|
8.6
|
%
|
||||||
|
|
|
As of
|
||||||
|
(in thousands)
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
Trade receivables
|
|
$
|
5,922
|
|
|
$
|
8,057
|
|
|
Less: Allowance for doubtful accounts
|
|
(603
|
)
|
|
(627
|
)
|
||
|
Trade receivables, net
|
|
$
|
5,319
|
|
|
$
|
7,430
|
|
|
|
|
Three Months Ended June 30, 2020
|
|
Six Months Ended June 30, 2020
|
||||||||||||||||||||||||||||
|
|
|
Segment
|
|
|
|
|
|
Segment
|
|
|
|
|
||||||||||||||||||||
|
|
|
PGI
|
|
RC
|
|
Other
|
|
Total
|
|
PGI
|
|
RC
|
|
Other
|
|
Total
|
||||||||||||||||
|
Revenue component
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Consumables
|
|
$
|
7,070
|
|
|
$
|
—
|
|
|
$
|
1,100
|
|
|
$
|
8,170
|
|
|
$
|
15,545
|
|
|
$
|
—
|
|
|
$
|
1,842
|
|
|
$
|
17,387
|
|
|
License royalties, related party
|
|
—
|
|
|
3,313
|
|
|
—
|
|
|
3,313
|
|
|
—
|
|
|
6,359
|
|
|
—
|
|
|
6,359
|
|
||||||||
|
Revenues from customers
|
|
7,070
|
|
|
3,313
|
|
|
1,100
|
|
|
11,483
|
|
|
15,545
|
|
|
6,359
|
|
|
1,842
|
|
|
23,746
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Earnings from equity method investments
|
|
—
|
|
|
8,168
|
|
|
—
|
|
|
8,168
|
|
|
—
|
|
|
16,441
|
|
|
—
|
|
|
16,441
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Total revenues from customers and earnings from equity method investments
|
|
$
|
7,070
|
|
|
$
|
11,481
|
|
|
$
|
1,100
|
|
|
$
|
19,651
|
|
|
$
|
15,545
|
|
|
$
|
22,800
|
|
|
$
|
1,842
|
|
|
$
|
40,187
|
|
|
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||||||||||
|
|
|
Segment
|
|
|
|
|
|
Segment
|
|
|
|
|
||||||||||||||||||||
|
|
|
PGI
|
|
RC
|
|
Other
|
|
Total
|
|
PGI
|
|
RC
|
|
Other
|
|
Total
|
||||||||||||||||
|
Revenue component
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Consumables
|
|
$
|
11,049
|
|
|
$
|
—
|
|
|
$
|
337
|
|
|
$
|
11,386
|
|
|
$
|
25,602
|
|
|
$
|
—
|
|
|
$
|
893
|
|
|
$
|
26,495
|
|
|
License royalties, related party
|
|
—
|
|
|
4,191
|
|
|
—
|
|
|
4,191
|
|
|
—
|
|
|
8,411
|
|
|
—
|
|
|
8,411
|
|
||||||||
|
Revenues from customers
|
|
11,049
|
|
|
4,191
|
|
|
337
|
|
|
15,577
|
|
|
25,602
|
|
|
8,411
|
|
|
893
|
|
|
34,906
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Earnings from equity method investments
|
|
—
|
|
|
20,935
|
|
|
—
|
|
|
20,935
|
|
|
—
|
|
|
42,625
|
|
|
—
|
|
|
42,625
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Total revenues from customers and earnings from equity method investments
|
|
$
|
11,049
|
|
|
$
|
25,126
|
|
|
$
|
337
|
|
|
$
|
36,512
|
|
|
$
|
25,602
|
|
|
$
|
51,036
|
|
|
$
|
893
|
|
|
$
|
77,531
|
|
|
|
|
2020
|
|
2019
|
||||||||
|
|
|
Per share
|
|
Date paid
|
|
Per share
|
|
Date paid
|
||||
|
Dividends declared during quarter ended:
|
|
|
|
|
|
|
|
|
||||
|
March 31
|
|
$
|
0.25
|
|
|
March 10, 2020
|
|
$
|
0.25
|
|
|
March 7, 2019
|
|
June 30
|
|
$
|
—
|
|
|
|
|
$
|
0.25
|
|
|
June 7, 2019
|
|
|
|
$
|
0.25
|
|
|
|
|
$
|
0.50
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
RSA expense
|
|
$
|
975
|
|
|
$
|
541
|
|
|
$
|
1,481
|
|
|
$
|
858
|
|
|
PSU expense
|
|
163
|
|
|
—
|
|
|
163
|
|
|
—
|
|
||||
|
Total stock-based compensation expense
|
|
$
|
1,138
|
|
|
$
|
541
|
|
|
$
|
1,644
|
|
|
$
|
858
|
|
|
|
|
As of June 30, 2020
|
||||
|
(in thousands)
|
|
Unrecognized Compensation Cost
|
|
Expected Weighted-
Average Period of Recognition (in years) |
||
|
RSA expense
|
|
$
|
2,173
|
|
|
2.18
|
|
PSU expense
|
|
146
|
|
|
2.69
|
|
|
Total unrecognized stock-based compensation expense
|
|
$
|
2,319
|
|
|
2.21
|
|
|
|
Restricted Stock
|
|
Weighted-Average Grant Date Fair Value
|
|||
|
Non-vested at January 1, 2020
|
|
451,344
|
|
|
$
|
10.65
|
|
|
Granted
|
|
218,524
|
|
|
$
|
5.34
|
|
|
Vested
|
|
(195,884
|
)
|
|
$
|
10.48
|
|
|
Forfeited
|
|
(3,814
|
)
|
|
$
|
8.48
|
|
|
Non-vested at June 30, 2020
|
|
470,170
|
|
|
$
|
8.27
|
|
|
|
|
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, 2020
|
|
300,000
|
|
|
$
|
13.87
|
|
|
|
|
|
||
|
Options granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
|
Options exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
|
Options expired / forfeited
|
|
(300,000
|
)
|
|
13.87
|
|
|
|
|
|
|||
|
Options outstanding, June 30, 2020
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0
|
|
Options vested and exercisable, June 30, 2020
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0
|
|
|
|
As of
|
||||||
|
(in thousands)
|
June 30,
2020 |
|
December 31,
2019 |
|||||
|
Prepaid expenses and other assets:
|
|
|
|
|
||||
|
Federal and state income tax benefits
|
|
$
|
11,416
|
|
|
$
|
—
|
|
|
Prepaid federal and state income taxes
|
|
4,215
|
|
|
4,228
|
|
||
|
Prepaid expenses
|
|
1,987
|
|
|
1,708
|
|
||
|
Other
|
|
1,341
|
|
|
1,896
|
|
||
|
|
|
$
|
18,959
|
|
|
$
|
7,832
|
|
|
Other long-term assets, net:
|
|
|
|
|
||||
|
Right of use assets, operating leases, net
|
|
$
|
2,529
|
|
|
$
|
5,073
|
|
|
Spare parts, net
|
|
3,559
|
|
|
3,453
|
|
||
|
Mine development costs, net
|
|
4,139
|
|
|
7,084
|
|
||
|
Mine reclamation asset, net
|
|
1,323
|
|
|
2,451
|
|
||
|
Highview Investment
|
|
552
|
|
|
552
|
|
||
|
Other long-term assets
|
|
1,779
|
|
|
1,718
|
|
||
|
|
|
$
|
13,881
|
|
|
$
|
20,331
|
|
|
|
|
As of
|
||||||
|
(in thousands)
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
Other current liabilities:
|
|
|
|
|
||||
|
Current portion of operating lease obligations
|
|
$
|
2,025
|
|
|
$
|
2,382
|
|
|
Accrued interest
|
|
116
|
|
|
213
|
|
||
|
Income and other taxes payable
|
|
708
|
|
|
678
|
|
||
|
Other
|
|
528
|
|
|
1,038
|
|
||
|
|
|
$
|
3,377
|
|
|
$
|
4,311
|
|
|
Other long-term liabilities:
|
|
|
|
|
||||
|
Operating lease obligations, long-term
|
|
$
|
1,954
|
|
|
$
|
2,810
|
|
|
Mine reclamation liability
|
|
2,804
|
|
|
2,721
|
|
||
|
Other
|
|
58
|
|
|
229
|
|
||
|
|
|
$
|
4,816
|
|
|
$
|
5,760
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Interest on Senior Term Loan
|
|
$
|
484
|
|
|
$
|
1,134
|
|
|
$
|
1,114
|
|
|
$
|
2,404
|
|
|
Debt discount and debt issuance costs
|
|
355
|
|
|
470
|
|
|
709
|
|
|
851
|
|
||||
|
453A interest
|
|
28
|
|
|
326
|
|
|
160
|
|
|
648
|
|
||||
|
Other
|
|
95
|
|
|
57
|
|
|
189
|
|
|
188
|
|
||||
|
|
|
$
|
962
|
|
|
$
|
1,987
|
|
|
$
|
2,172
|
|
|
$
|
4,091
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands, except for rate)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Income tax expense
|
|
$
|
103
|
|
|
$
|
6,634
|
|
|
$
|
461
|
|
|
$
|
8,333
|
|
|
Effective tax rate
|
|
—
|
%
|
|
45
|
%
|
|
(2
|
)%
|
|
27
|
%
|
||||
|
•
|
The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies in the 2019 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.
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
|
Refined Coal:
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings in equity method investments
|
|
$
|
8,168
|
|
|
$
|
20,935
|
|
|
$
|
16,441
|
|
|
$
|
42,625
|
|
|
License royalties, related party
|
|
3,313
|
|
|
4,191
|
|
|
6,359
|
|
|
8,411
|
|
||||
|
|
|
11,481
|
|
|
25,126
|
|
|
22,800
|
|
|
51,036
|
|
||||
|
Power Generation and Industrials:
|
|
|
|
|
|
|
|
|
||||||||
|
Consumables
|
|
7,070
|
|
|
11,049
|
|
|
15,545
|
|
|
25,602
|
|
||||
|
|
|
7,070
|
|
|
11,049
|
|
|
15,545
|
|
|
25,602
|
|
||||
|
Total segment reporting revenues
|
|
18,551
|
|
|
36,175
|
|
|
38,345
|
|
|
76,638
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Adjustments to reconcile to reported revenues:
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings in equity method investments
|
|
(8,168
|
)
|
|
(20,935
|
)
|
|
(16,441
|
)
|
|
(42,625
|
)
|
||||
|
Corporate and other
|
|
1,100
|
|
|
337
|
|
|
1,842
|
|
|
893
|
|
||||
|
Total reported revenues
|
|
$
|
11,483
|
|
|
$
|
15,577
|
|
|
$
|
23,746
|
|
|
$
|
34,906
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Segment operating income (loss):
|
|
|
|
|
|
|
|
|
||||||||
|
Refined Coal (1)
|
|
$
|
10,777
|
|
|
$
|
24,596
|
|
|
$
|
21,637
|
|
|
$
|
49,979
|
|
|
Power Generation and Industrials (2)
|
|
(25,737
|
)
|
|
(3,862
|
)
|
|
(32,314
|
)
|
|
(7,324
|
)
|
||||
|
Total segment operating income
|
|
$
|
(14,960
|
)
|
|
$
|
20,734
|
|
|
$
|
(10,677
|
)
|
|
$
|
42,655
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Total reported segment operating income
|
|
$
|
(14,960
|
)
|
|
$
|
20,734
|
|
|
$
|
(10,677
|
)
|
|
$
|
42,655
|
|
|
Other operating loss (1)
|
|
(4,262
|
)
|
|
(353
|
)
|
|
(5,055
|
)
|
|
(751
|
)
|
||||
|
|
|
(19,222
|
)
|
|
20,381
|
|
|
(15,732
|
)
|
|
41,904
|
|
||||
|
Adjustments to reconcile to (loss) income before income tax expense attributable to the Company:
|
|
|
|
|
|
|
|
|
||||||||
|
Corporate payroll and benefits
|
|
(1,148
|
)
|
|
(804
|
)
|
|
(1,857
|
)
|
|
(1,236
|
)
|
||||
|
Corporate legal and professional fees
|
|
(925
|
)
|
|
(1,556
|
)
|
|
(2,674
|
)
|
|
(3,517
|
)
|
||||
|
Corporate general and administrative
|
|
(1,558
|
)
|
|
(1,715
|
)
|
|
(3,157
|
)
|
|
(3,149
|
)
|
||||
|
Corporate depreciation and amortization
|
|
(163
|
)
|
|
(7
|
)
|
|
(189
|
)
|
|
(20
|
)
|
||||
|
Corporate interest (expense) income, net
|
|
(824
|
)
|
|
(1,604
|
)
|
|
(1,766
|
)
|
|
(3,255
|
)
|
||||
|
Other income (expense), net
|
|
129
|
|
|
53
|
|
|
129
|
|
|
122
|
|
||||
|
(Loss) income before income tax expense
|
|
$
|
(23,711
|
)
|
|
$
|
14,748
|
|
|
$
|
(25,246
|
)
|
|
$
|
30,849
|
|
|
|
|
As of
|
||||||
|
(in thousands)
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
Assets:
|
|
|
|
|
||||
|
Refined Coal (1)
|
|
$
|
27,070
|
|
|
$
|
43,953
|
|
|
Power Generation and Industrials
|
|
54,022
|
|
|
80,912
|
|
||
|
Total segment assets
|
|
81,092
|
|
|
124,865
|
|
||
|
All Other and Corporate (2)
|
|
52,238
|
|
|
48,934
|
|
||
|
Consolidated
|
|
$
|
133,330
|
|
|
$
|
173,799
|
|
|
|
|
As of June 30, 2020
|
|
As of December 31, 2019
|
||||||||||||
|
(in thousands)
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
|
Financial Instruments:
|
|
|
|
|
|
|
|
|
||||||||
|
Highview Investment
|
|
$
|
552
|
|
|
$
|
552
|
|
|
$
|
552
|
|
|
$
|
552
|
|
|
Highview Obligation
|
|
$
|
210
|
|
|
$
|
210
|
|
|
$
|
220
|
|
|
$
|
220
|
|
|
(in thousands)
|
|
Severance
|
||
|
Remaining accrual as of December 31, 2019
|
|
$
|
254
|
|
|
Expense provision
|
|
1,403
|
|
|
|
Cash payments and other
|
|
(817
|
)
|
|
|
Change in estimates
|
|
—
|
|
|
|
Remaining accrual as of June 30, 2020
|
|
$
|
840
|
|
|
•
|
Continued performance in our RC business segment, principally related to equity earnings and license royalties;
|
|
•
|
Performance in our PGI business segment, principally related to Carbon Solutions;
|
|
•
|
Impairment recorded related to our PGI segment's and certain other long-lived asset groups; and
|
|
•
|
Impacts related to changes in income tax expense.
|
|
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
|
(in thousands, except percentages)
|
|
2020
|
|
2019
|
|
($)
|
|
(%)
|
|||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
|
Consumables
|
|
$
|
8,170
|
|
|
$
|
11,386
|
|
|
$
|
(3,216
|
)
|
|
(28
|
)%
|
|
License royalties, related party
|
|
3,313
|
|
|
4,191
|
|
|
(878
|
)
|
|
(21
|
)%
|
|||
|
Total revenues
|
|
$
|
11,483
|
|
|
$
|
15,577
|
|
|
$
|
(4,094
|
)
|
|
(26
|
)%
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
|
Consumables cost of revenue, exclusive of depreciation and amortization
|
|
$
|
7,416
|
|
|
$
|
12,286
|
|
|
$
|
(4,870
|
)
|
|
(40
|
)%
|
|
Other sales cost of revenue, exclusive of depreciation and amortization
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
(6
|
)
|
|
(100
|
)%
|
|
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
|
(in thousands, except percentages)
|
|
2020
|
|
2019
|
|
($)
|
|
(%)
|
|||||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
|
Payroll and benefits
|
|
$
|
3,812
|
|
|
$
|
2,798
|
|
|
$
|
1,014
|
|
|
36
|
%
|
|
Legal and professional fees
|
|
1,022
|
|
|
1,995
|
|
|
(973
|
)
|
|
(49
|
)%
|
|||
|
General and administrative
|
|
2,462
|
|
|
1,995
|
|
|
467
|
|
|
23
|
%
|
|||
|
Depreciation, amortization, depletion and accretion
|
|
1,733
|
|
|
757
|
|
|
976
|
|
|
129
|
%
|
|||
|
Impairment of long-lived assets
|
|
26,103
|
|
|
—
|
|
|
26,103
|
|
|
*
|
|
|||
|
|
|
$
|
35,132
|
|
|
$
|
7,545
|
|
|
$
|
27,587
|
|
|
366
|
%
|
|
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
|
(in thousands, except percentages)
|
|
2020
|
|
2019
|
|
($)
|
|
(%)
|
|||||||
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|||||||
|
Earnings from equity method investments
|
|
$
|
8,168
|
|
|
$
|
20,935
|
|
|
$
|
(12,767
|
)
|
|
(61
|
)%
|
|
Interest expense
|
|
(962
|
)
|
|
(1,987
|
)
|
|
1,025
|
|
|
(52
|
)%
|
|||
|
Other
|
|
148
|
|
|
60
|
|
|
88
|
|
|
147
|
%
|
|||
|
Total other income
|
|
$
|
7,354
|
|
|
$
|
19,008
|
|
|
$
|
(11,654
|
)
|
|
(61
|
)%
|
|
|
|
Three Months Ended June 30,
|
||||||
|
(in thousands)
|
|
2020
|
|
2019
|
||||
|
Earnings from Tinuum Group
|
|
$
|
6,764
|
|
|
$
|
19,244
|
|
|
Earnings from Tinuum Services
|
|
1,404
|
|
|
1,693
|
|
||
|
Loss from other
|
|
—
|
|
|
(2
|
)
|
||
|
Earnings from equity method investments
|
|
$
|
8,168
|
|
|
$
|
20,935
|
|
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
(in thousands, except percentages)
|
|
2020
|
|
2019
|
|
($)
|
|
(%)
|
|||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
|
Consumables
|
|
$
|
17,387
|
|
|
$
|
26,495
|
|
|
$
|
(9,108
|
)
|
|
(34
|
)%
|
|
License royalties, related party
|
|
6,359
|
|
|
8,411
|
|
|
(2,052
|
)
|
|
(24
|
)%
|
|||
|
Total revenues
|
|
$
|
23,746
|
|
|
$
|
34,906
|
|
|
$
|
(11,160
|
)
|
|
(32
|
)%
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
|
Consumables cost of revenue, exclusive of depreciation and amortization
|
|
$
|
18,907
|
|
|
$
|
26,394
|
|
|
$
|
(7,487
|
)
|
|
(28
|
)%
|
|
Other sales cost of revenue, exclusive of depreciation and amortization
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
(6
|
)
|
|
(100
|
)%
|
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
(in thousands, except percentages)
|
|
2020
|
|
2019
|
|
($)
|
|
(%)
|
|||||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
|
Payroll and benefits
|
|
$
|
6,554
|
|
|
$
|
5,354
|
|
|
$
|
1,200
|
|
|
22
|
%
|
|
Legal and professional fees
|
|
3,065
|
|
|
4,199
|
|
|
(1,134
|
)
|
|
(27
|
)%
|
|||
|
General and administrative
|
|
4,793
|
|
|
3,909
|
|
|
884
|
|
|
23
|
%
|
|||
|
Depreciation, amortization, depletion and accretion
|
|
4,030
|
|
|
2,859
|
|
|
1,171
|
|
|
41
|
%
|
|||
|
Impairment of long-lived assets
|
|
26,103
|
|
|
—
|
|
|
26,103
|
|
|
*
|
|
|||
|
|
|
$
|
44,545
|
|
|
$
|
16,321
|
|
|
$
|
28,224
|
|
|
173
|
%
|
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
(in thousands, except percentages)
|
|
2020
|
|
2019
|
|
($)
|
|
(%)
|
|||||||
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|||||||
|
Earnings from equity method investments
|
|
$
|
16,441
|
|
|
$
|
42,625
|
|
|
$
|
(26,184
|
)
|
|
(61
|
)%
|
|
Interest expense
|
|
(2,172
|
)
|
|
(4,091
|
)
|
|
1,919
|
|
|
(47
|
)%
|
|||
|
Other
|
|
191
|
|
|
130
|
|
|
61
|
|
|
47
|
%
|
|||
|
Total other income
|
|
$
|
14,460
|
|
|
$
|
38,664
|
|
|
$
|
(24,204
|
)
|
|
(63
|
)%
|
|
|
|
Six Months Ended June 30,
|
||||||
|
(in thousands)
|
|
2020
|
|
2019
|
||||
|
Earnings from Tinuum Group
|
|
$
|
13,202
|
|
|
$
|
39,011
|
|
|
Earnings from Tinuum Services
|
|
3,242
|
|
|
3,615
|
|
||
|
Loss from other
|
|
(3
|
)
|
|
(1
|
)
|
||
|
Earnings from equity method investments
|
|
$
|
16,441
|
|
|
$
|
42,625
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Net (loss) income (1) (2)
|
|
$
|
(23,814
|
)
|
|
$
|
8,114
|
|
|
$
|
(25,707
|
)
|
|
$
|
22,516
|
|
|
Depreciation, amortization, depletion and accretion
|
|
1,733
|
|
|
757
|
|
|
4,030
|
|
|
2,859
|
|
||||
|
Interest expense, net
|
|
945
|
|
|
1,921
|
|
|
2,113
|
|
|
3,956
|
|
||||
|
Income tax expense
|
|
103
|
|
|
6,634
|
|
|
461
|
|
|
8,333
|
|
||||
|
Consolidated EBITDA
|
|
(21,033
|
)
|
|
17,426
|
|
|
(19,103
|
)
|
|
37,664
|
|
||||
|
Impairment
|
|
26,103
|
|
|
—
|
|
|
26,103
|
|
|
—
|
|
||||
|
Equity earnings
|
|
(8,168
|
)
|
|
(20,935
|
)
|
|
(16,441
|
)
|
|
(42,625
|
)
|
||||
|
Cash distributions from equity method investees
|
|
15,400
|
|
|
18,600
|
|
|
32,516
|
|
|
38,088
|
|
||||
|
Consolidated Adjusted EBITDA
|
|
$
|
12,302
|
|
|
$
|
15,091
|
|
|
$
|
23,075
|
|
|
33,127
|
|
|
|
•
|
The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies in the 2019 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.
|
|
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 includes revenues and related expenses from the sale of consumable products that utilize PAC and chemical technologies. These options provide coal-powered utilities and industrial boilers with mercury control solutions working in conjunction with pollution control equipment systems, 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.
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
|
Refined Coal:
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings in equity method investments
|
|
$
|
8,168
|
|
|
$
|
20,935
|
|
|
$
|
16,441
|
|
|
$
|
42,625
|
|
|
License royalties, related party
|
|
3,313
|
|
|
4,191
|
|
|
6,359
|
|
|
8,411
|
|
||||
|
|
|
11,481
|
|
|
25,126
|
|
|
22,800
|
|
|
51,036
|
|
||||
|
Power Generation and Industrials:
|
|
|
|
|
|
|
|
|
||||||||
|
Consumables
|
|
7,070
|
|
|
11,049
|
|
|
15,545
|
|
|
25,602
|
|
||||
|
|
|
7,070
|
|
|
11,049
|
|
|
15,545
|
|
|
25,602
|
|
||||
|
Total segment reporting revenues
|
|
18,551
|
|
|
36,175
|
|
|
38,345
|
|
|
76,638
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Adjustments to reconcile to reported revenues:
|
|
|
|
|
|
|
|
|
||||||||
|
Earnings in equity method investments
|
|
(8,168
|
)
|
|
(20,935
|
)
|
|
(16,441
|
)
|
|
(42,625
|
)
|
||||
|
Corporate and other
|
|
1,100
|
|
|
337
|
|
|
1,842
|
|
|
893
|
|
||||
|
Total reported revenues
|
|
$
|
11,483
|
|
|
$
|
15,577
|
|
|
$
|
23,746
|
|
|
$
|
34,906
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Segment operating income (loss):
|
|
|
|
|
|
|
|
|
||||||||
|
Refined Coal (1)
|
|
$
|
10,777
|
|
|
$
|
24,596
|
|
|
$
|
21,637
|
|
|
$
|
49,979
|
|
|
Power Generation and Industrials (2)
|
|
(25,737
|
)
|
|
(3,862
|
)
|
|
(32,314
|
)
|
|
(7,324
|
)
|
||||
|
Total segment operating income
|
|
$
|
(14,960
|
)
|
|
$
|
20,734
|
|
|
$
|
(10,677
|
)
|
|
$
|
42,655
|
|
|
|
|
Three Months Ended June 30,
|
||||||
|
(in thousands)
|
|
2020
|
|
2019
|
||||
|
Earnings from Tinuum Group
|
|
$
|
6,764
|
|
|
$
|
19,244
|
|
|
Earnings from Tinuum Services
|
|
1,404
|
|
|
1,693
|
|
||
|
Loss from other
|
|
—
|
|
|
(2
|
)
|
||
|
Earnings from equity method investments
|
|
$
|
8,168
|
|
|
$
|
20,935
|
|
|
|
|
Three Months Ended June 30,
|
||||||
|
(in thousands)
|
|
2020
|
|
2019
|
||||
|
RC Segment operating income
|
|
$
|
10,777
|
|
|
$
|
24,596
|
|
|
Depreciation, amortization, depletion and accretion
|
|
32
|
|
|
7
|
|
||
|
Interest expense
|
|
28
|
|
|
326
|
|
||
|
RC Segment EBITDA
|
|
10,837
|
|
|
24,929
|
|
||
|
Equity earnings
|
|
(8,168
|
)
|
|
(20,935
|
)
|
||
|
Cash distributions from equity method investees
|
|
15,400
|
|
|
18,600
|
|
||
|
RC Segment Adjusted EBITDA
|
|
$
|
18,069
|
|
|
$
|
22,594
|
|
|
|
|
Three Months Ended June 30,
|
||||||
|
(in thousands)
|
|
2020
|
|
2019
|
||||
|
Segment operating loss (1) (2)
|
|
$
|
(25,737
|
)
|
|
$
|
(3,862
|
)
|
|
Depreciation, amortization, depletion and accretion
|
|
1,389
|
|
|
685
|
|
||
|
Interest expense, net
|
|
93
|
|
|
57
|
|
||
|
PGI Segment EBITDA loss
|
|
(24,255
|
)
|
|
(3,120
|
)
|
||
|
Impairment
|
|
23,232
|
|
|
—
|
|
||
|
PGI Segment Adjusted EBITDA loss
|
|
$
|
(1,023
|
)
|
|
$
|
(3,120
|
)
|
|
|
|
Six Months Ended June 30,
|
||||||
|
(in thousands)
|
|
2020
|
|
2019
|
||||
|
RC Segment operating income
|
|
$
|
21,637
|
|
|
$
|
49,979
|
|
|
Depreciation, amortization, depletion and accretion
|
|
59
|
|
|
30
|
|
||
|
Interest expense
|
|
160
|
|
|
648
|
|
||
|
RC Segment EBITDA
|
|
21,856
|
|
|
50,657
|
|
||
|
Equity earnings
|
|
$
|
(16,441
|
)
|
|
$
|
(42,625
|
)
|
|
Cash distributions from equity method investees
|
|
$
|
32,516
|
|
|
$
|
38,088
|
|
|
RC Segment Adjusted EBITDA
|
|
$
|
37,931
|
|
|
$
|
46,120
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
(in thousands)
|
|
2020
|
|
2019
|
||||
|
PGI Segment operating loss (1) (2)
|
|
$
|
(32,314
|
)
|
|
$
|
(7,324
|
)
|
|
Depreciation, amortization, depletion and accretion
|
|
3,424
|
|
|
2,645
|
|
||
|
Interest expense, net
|
|
187
|
|
|
188
|
|
||
|
PGI Segment EBITDA loss
|
|
(28,703
|
)
|
|
(4,491
|
)
|
||
|
Impairment
|
|
23,232
|
|
|
—
|
|
||
|
PGI Segment Adjusted EBITDA loss
|
|
$
|
(5,471
|
)
|
|
$
|
(4,491
|
)
|
|
•
|
cash on hand;
|
|
•
|
distributions from Tinuum Group and Tinuum Services;
|
|
•
|
royalty payments from Tinuum Group; and
|
|
•
|
cash proceeds received from under the Paycheck Protection Program ("PPP") administered by th U.S. Small Business Administration ("SBA").
|
|
•
|
payment of dividends;
|
|
•
|
payment of debt principal and interest;
|
|
•
|
repurchases of shares of common stock; and
|
|
•
|
our business operating expenses, including federal and state tax payments, cash severance payments and costs associated with COVID-19.
|
|
|
|
Six Months Ended June 30,
|
||||||
|
(in thousands)
|
|
2020
|
|
2019
|
||||
|
Tinuum Group
|
|
$
|
27,364
|
|
|
$
|
33,788
|
|
|
Tinuum Services
|
|
5,152
|
|
|
4,300
|
|
||
|
Distributions from equity method investees
|
|
$
|
32,516
|
|
|
$
|
38,088
|
|
|
•
|
20 invested facilities as of June 30, 2020 and inclusive of all net Tinuum cash flows (distributions and license
|
|
•
|
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.
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||
|
(in thousands)
|
|
2020
|
|
2019
|
|
Change
|
||||||
|
Cash and cash equivalents and restricted cash provided by (used in):
|
|
|
|
|
|
|
||||||
|
Operating activities
|
|
$
|
24,085
|
|
|
$
|
30,572
|
|
|
$
|
(6,487
|
)
|
|
Investing activities
|
|
(4,696
|
)
|
|
(4,979
|
)
|
|
283
|
|
|||
|
Financing activities
|
|
(14,736
|
)
|
|
(28,945
|
)
|
|
14,209
|
|
|||
|
Net change in cash and cash equivalents and restricted cash
|
|
$
|
4,653
|
|
|
$
|
(3,352
|
)
|
|
$
|
8,005
|
|
|
(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 and the effect of these factors on Tinuum Group's future earnings and distributions;
|
|
(i)
|
probability of any loss occurring with respect to certain guarantees made by Tinuum Group;
|
|
(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 legal proceedings;
|
|
(m)
|
awards of patents designed to protect our proprietary technologies both in the U.S. and other countries;
|
|
(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;
|
|
(o)
|
the evolving impact and duration of the COVID-19 pandemic to our business;
|
|
(p)
|
whether any amounts under the PPP loan will be forgiven;
|
|
(q)
|
the tax impact of the use of or forgiveness of funds received or forgiven under the PPP loan; and
|
|
(r)
|
the future output of coal-fired power dispatch which affects that demand and future cash flow for our PGI products and may result in future additional impairment of the Asset Group.
|
|
Exhibit No.
|
|
Description
|
|
Form
|
|
File No.
|
|
Incorporated by Reference
Exhibit |
|
Filing Date
|
|
4.1
|
|
|
8-K
|
|
001-37822
|
|
4.3
|
|
April 9, 2020
|
|
|
10.1
|
|
|
8-K
|
|
001-37822
|
|
10.1
|
|
April 22, 2020
|
|
|
10.2
|
|
|
8-K
|
|
001-37822
|
|
10.2
|
|
April 22, 2020
|
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
*
|
– Filed herewith.
|
|
|
Advanced Emissions Solutions, Inc.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
August 10, 2020
|
By:
|
/s/ Greg P. Marken
|
|
|
|
Greg P. Marken
|
|
|
|
Interim Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
August 10, 2020
|
By:
|
/s/ Christine A. Bellino
|
|
|
|
Christine A. Bellino
|
|
|
|
Chief Accounting Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
1.
|
The “Effective Date” is the eighth day after the date you return a signed copy of this Agreement to COMPANY. You cannot sign this agreement before the Separation Date.
|
|
2.
|
The “Separation Date” is June 30, 2020, or such other date as you and the Board of Directors mutually agree, and is the date your separation from employment with COMPANY becomes effective.
|
|
3.
|
“ADES Shares” means shares of Advanced Emissions Solutions, Inc. common stock that trade under the symbol (NASDAQ:ADES).
|
|
4.
|
“Severance Shares” are unvested ADES Shares in a restricted stock award agreement or performance stock units that COMPANY causes to vest, and that otherwise would not vest due to your separation from employment with COMPANY.
|
|
5.
|
The “Severance Compensation” is, collectively, the compensation set forth in Section B below, and is independent of and separate from the payment of earned wages or other vested benefits. Without limitation, Severance Compensation includes the following:
|
|
a.
|
As “Separation Pay,” the sum of $525,000, which shall comprise salary continuation for twelve (12) months.
|
|
b.
|
As “Benefits Pay,” the Company will pay monthly premiums on your behalf for twelve (12) months of payment of your elected Benefits at Consolidated Omnibus Budget Reconciliation Act (COBRA) rates (the “Benefits Period”) for medical, dental, and vision coverage you have currently elected (the “Benefits”), if any.
|
|
c.
|
As “Bonus Pay,” a success fee of $262,500, equal to 50% of your target 2020 bonus, which is contingent on [*], and which will be paid out on December 31, 2020, regardless of whether you are still employed by COMPANY.
|
|
d.
|
As Severance Shares, the Company will cause to vest 110,253 ADES Shares representing the unvested components of your outstanding restricted stock award agreements and 23,863 ADES Shares representing the maximum attainable award on your outstanding performance stock units. The Severance Shares subject to restricted stock award agreements will be caused to vest on the Separation Date, and Severance Shares subject to performance stock units will be evaluated on a performance period as set forth in the applicable agreements.
|
|
1.
|
You represent that all property belonging to the COMPANY, or any of its respective clients or prospective clients, that was obtained by you as a result of your employment has been returned, unless otherwise agreed by you and COMPANY in writing. Property as used in this provision includes, but is not limited to, computers, PDAs, and any confidential or proprietary documents, information or materials.
|
|
2.
|
Employee specifically represents, warrants, and confirms that Employee:
|
|
a.
|
has not filed any claims, complaints, or actions of any kind against COMPANY with any court of law, or local, state, or federal government or agency;
|
|
b.
|
has been properly paid for all hours worked for COMPANY;
|
|
c.
|
has received all commissions, bonuses, and other compensation due to the Employee;
|
|
d.
|
has not engaged in any unlawful conduct relating to the business of COMPANY; and
|
|
e.
|
has at all times complied with the COMPANY’S Code of Conduct.
|
|
1.
|
COMPANY will, in consideration for your releases and promises set forth in this Agreement, pay you the following as Severance Compensation:
|
|
a.
|
COMPANY will pay you the Separation Pay, as such term is defined in the Notice of Layoff, less all applicable deductions and withholdings required by law. This amount will be paid to you in bi-weekly installments, and will pay out on the COMPANY’s regular pay period schedule until you have received the entire Separation Pay. Your Separation Pay shall begin on the first payroll date following the Separation Date; provided, however, that if 1) you fail to timely execute the Agreement, 2) you rescind the Agreement after its execution, or 3) the COMPANY at any time determines that the representations made in Section A above cease to be true and correct or you are found to have violated any of the provisions of Section E, the Payments shall immediately cease, you shall have no further right to any Separation Pay, and you shall be liable to reimburse COMPANY for any Separation Pay previously paid to you under this Agreement. Payments will be paid by direct deposit into the account you have designated for payroll deposits. The Separation Pay will also be included in your relevant W-2 gross wages and taxes paid by COMPANY and reflected on the final W-2 issued to you by the COMPANY. You are and shall be solely responsible for any and all federal, state and local taxes that may be owed by you by virtue of the receipt of any portion of the monetary payment provided under this Agreement; and
|
|
b.
|
COMPANY will pay your monthly COBRA premiums for medical, dental, and vision benefits for twelve (12) months. It is your responsibility to notify the COMPANY of your intention to elect COBRA coverage; and
|
|
c.
|
COMPANY will pay you the Bonus Pay, contingent on [*], to be paid on December 31, 2020, regardless of whether you are still employed by COMPANY; and
|
|
d.
|
COMPANY will make a prorated safe harbor contribution on your behalf to the Advanced Emissions Solutions, Inc. Profit Sharing Retirement Plan (the “401k”) for the plan year. Safe Harbor funds will not be applied to any Severance Compensation; and
|
|
e.
|
Company will cause to vest 110,253 restricted ADES Shares and 23,863 performance stock units on the Separation Date, with performance stock units to be calculated on a performance period as set forth in the applicable agreements.
|
|
2.
|
COMPANY has not made any representations of any kind to Employee regarding the tax consequences of the separation payment provided in Section B.1 of the Agreement, and Employee agrees that Employee shall be solely responsible for paying any and all taxes due and owing from Employee as a result of the Separation Pay referenced in Section B.1 above. In addition, Employee agrees to fully defend, indemnify and hold harmless COMPANY from the payment of taxes, interest and/or penalties that are required of Employee by any government agency at any time as a result of payments of the separation payment.
|
|
3.
|
You agree and acknowledge that the Severance Compensation provided under this Waiver and Release are adequate and sufficient and in excess of what you would otherwise be entitled to receive from the COMPANY as a result of your resignation.
|
|
4.
|
COMPANY, by entering this Agreement, does not admit that it is legally obligated to make any payment and denies that it is responsible or legally obligated for any claims or that it has engaged in any improper conduct or wrongdoing.
|
|
5.
|
Under no circumstances will you be entitled to the Severance Compensation described herein unless you execute and comply with the terms of this Agreement.
|
|
6.
|
Except as set forth herein, no part of the cash portion of the Severance Compensation will be contributed to any employee benefit plan nor will any contribution, matching or otherwise, be made by COMPANY to any employee benefit plan as a consequence of the Severance Compensation.
|
|
7.
|
From time to time the COMPANY or its affiliates may list job openings for which you are a qualified candidate. You will be eligible to apply for any such job openings provided, however, if you are selected for a job opening and return to employment with COMPANY or any of its affiliates, you will forfeit any remaining Separation Pay and Benefits Pay scheduled but not yet paid under this Agreement.
|
|
1.
|
In consideration for the payments set out in Section B above, you, including for all purposes, your heirs, executors, administrators and assigns, hereby forever, unequivocally and unconditionally release and discharge COMPANY, including for all purposes, its past and present officers, directors, managers, employees, affiliates, members, subsidiaries, agents, predecessors, successors and assigns (the “Released Parties”), from and against any and all claims, liabilities, demands, expenses, costs, causes of action or any other obligation to Employee arising out of or in respect to related to Employee’s employment with COMPANY from the beginning of time through the Effective Date, including but not limited to: (i) any claims arising under any Federal, or state or local laws in Colorado; (ii) any monetary claims arising under any anti-discrimination statute including, but not limited to, the Title VII of the Civil Rights Act of 1964, Equal Pay Act of 1963, Age Discrimination in Employment Act of 1967, Rehabilitation Act of 1973, Sections 501 and 505, Titles I and V of the Americans with Disabilities Act of 1990 and Civil Rights Act of 1991, the Americans with Disabilities Act Amendments Act of 2008, the Colorado Anti-Discrimination Act, and any amendments of all aforementioned laws; (iii) claims for nonpayment of wages or any other compensation, including but not limited to monetary claims arising under the Colorado Wage Act; (iv) claims arising under the Older Workers' Benefits Protections Act of 1990, the Family Medical Leave Act of 1993 and subsequent amendments and the Employee Retirement Income Security Act; (v) claims alleging Tort and Breach of Contract under federal and Colorado laws; (vi) claims under the common laws of Colorado; (vii) claims under any compensation or benefit plan of the COMPANY, including but not limited to claims under any Organization benefit program, incentive, stock, deferred compensation or bonus plans, sick leave, personal leave and vacation pay, and which arose on or before the Effective Date, except that this Agreement shall not waive, release, modify or impair your rights with respect to the Employment Agreement, if any; (viii) any claims for attorney’s fees or costs; and (ix) C.R.S. § 24-34-402.5. If any claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the COMPANY is a party.
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2.
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Employee understands that the Agreement represents a full and final settlement and release of all claims arising out of Employee’s employment with COMPANY. Employee agrees not to sue, whether alone or with others, any of the Released Parties on any claim released by the Agreement and that, to the extent permitted by law, Employee will refrain from participating in any action, whether administrative, legal or arbitral or seeking individualized relief against any of the Released Parties. Employee agrees to withdraw any claim for individualized relief that Employee may have already filed. Employee warrants that as of the Effective Date, Employee has not filed any charge or claim seeking individualized relief or participated directly or indirectly in any action filed against any Released Parties.
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3.
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Employee understands and agrees that entry into the Agreement is not and shall not be construed as an admission
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4.
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Nothing in the Agreement shall: (1) impose any condition, penalty, or other limitation affecting Employee’s right to challenge the release contained herein; (2) unlawfully release Employee’s rights under applicable laws; (3) release claims that arise after the Agreement is signed; (4) release Employee’s right to file an administrative charge with any state, or federal administrative agency, although Employee’s does waive and release Employee’s right to recover any individualized relief under such applicable law including without limitation compensatory damages, punitive damages, liquidated damages, or attorneys' fees and costs; (5) prevent or interfere with Employee’s ability or right to provide truthful testimony, if under subpoena or court order to do so, or respond as otherwise required by law; or (6) prohibit Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation.
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5.
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Employee agrees to work in good faith with COMPANY, upon request, to effectuate a transition of Employee’s COMPANY responsibilities including those listed in the Transition Work Plan presented to the Company’s Board of Directors at the meeting on March 27th, 2020.
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1.
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You acknowledge that you were advised to consult with an attorney of your own choosing about this Agreement before signing it. You acknowledge that through your signature below that you have carefully read the foregoing, had sufficient opportunity to deliberate on the same with counsel of your own choosing, know and understand its contents, and sign the same as your free and independent act. You acknowledge that no inducements, representations, or agreements have been made or relied upon to make the Agreement except as stated in the Agreement. Any costs or fees for consultation with private attorneys are the responsibility of the Employee.
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2.
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This Agreement cannot be signed until the Separation Date. After acceptance of this Agreement, Employee has seven (7) days in which to rescind Employee’s acceptance of the Agreement (the “Revocation Period”). To revoke acceptance of this Agreement, Employee must deliver a written statement of revocation to Human Resources, ADA-ES, Inc., 8051 E. Maplewood, Suite 210, Greenwood Village, CO 80111, that is received before the close of business on the seventh day after you sign the Agreement. At the expiration of the Revocation Period, if COMPANY has not received written notice from Employee of Employee’s revocation, the entire Agreement shall become binding and irrevocable. The Release shall become effective at the expiration of the Revocation Period. In the event Employee revokes the Agreement during the Revocation Period, Employee shall return all copies of this executed Agreement, and the Agreement shall become null and void and shall not serve as evidence for any purpose. Employee further acknowledges that any Severance Pay, Benefits Pay and Bonus amounts to which Employee is not otherwise entitled will cease immediately should Employee 1) fail to timely sign this Agreement, or 2) sign and later rescind this Agreement, and Employee shall thereafter be liable to repay any amounts paid to Employee under this Agreement.
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3.
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Through this Waiver and Release, Employee is knowingly and voluntarily waiving, releasing and discharging any and all claims of any kind that you have or may have against COMPANY arising under the Age Discrimination in Employment Act of 1967 (as amended). Employee is not waiving any rights or claims that may arise after the date this Agreement becomes effective.
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4.
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Employee and COMPANY agree that the consideration outlined in Section B of the Agreement will be paid according to the schedule provided in Section B.
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1.
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You acknowledge that you are party to an Employment Agreement with COMPANY, a copy of which has been provided herewith, in which you have assumed Continuing Obligations under the Employment Agreement. Specifically, your Employment Agreement creates Restrictive Covenants that will continue to bind you post-employment.
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2.
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You agree that for a period of twelve (12) months from the Separation Date, you will not directly or indirectly participate in the ownership, management, operation, financing or control of, or be employed by or consult for, any Competitor in the United States with which the COMPANY has sought to do business in the twelve (12) months preceding the Separation Date. You further agree that you will not interfere with any transaction or prospective agreement in which COMPANY was involved at any point in the last twelve (12) months of your employment. You will not be deemed to have violated this provision merely by participating in trade associations or other industry associations such as the Institute of Clean Air Companies or National Coal Council.
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3.
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Nothing herein shall be deemed to affect any post-employment obligations you may have pursuant to the Employment Agreement, including, but not limited to, those provisions identified herein. You acknowledge that from time to time you may have transferred employment between COMPANY and one or more of its affiliates, and that your Continuing Obligations apply to all work performed for COMPANY or any of its affiliates.
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4.
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You acknowledge that by reason of your position with the COMPANY you have been given access to confidential, proprietary or private materials or information with respect to the COMPANY and its affairs. You acknowledge that you have obligations to maintain the confidentiality of this information, including but not limited to under COMPANY’S standard Confidentiality Agreement, a copy of which has been provided herewith, which you agree and acknowledge that you signed in connection with your employment. You represent that you have held all such information confidential and will continue to do so, and that you will not use such information without the prior written consent of the COMPANY.
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5.
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Notice of Immunity from Liability. Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government, or to an attorney, and is made solely for the purpose of reporting or investigating a suspected violation of law. The same immunity will be provided for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
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1.
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Employee represents and warrants that Employee is not enrolled in the Medicare program, and has not been enrolled throughout the time of the Released Matters through the date of the Agreement. Employee represents and warrants that the information provided to the Released Parties for confirmation of Employee’s Medicare status, including Employee’s name, gender, date of birth and Social Security Number, is complete, accurate and current as of the date of the Agreement. Employee will execute the Agreement and a CMS Form Seeking Medicare Information to confirm Employee’s eligibility or non-eligibility attached hereto as Exhibit “A.”
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2.
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Employee represents and warrants that no Medicaid payments have been made to or on behalf of Employee and that no liens, claims, demands, subrogated interests or causes of action of any nature or character exist or have been asserted arising from or related to any Released Matters. Employee further agrees that Employee, and no Released Parties, shall be responsible for satisfying all such liens, claims, demands, subrogated interests, or causes of action that may exist or have been asserted or that may in the future exist or be asserted.
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3.
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Indemnification for Medicare Claims and Medicaid Liens. To the extent that Employee’s representations and warranties related to Employee’s Medicare status and receipt of medical services and items related to the Released Matters are inaccurate, not current, or misleading, Employee agrees to indemnify and hold harmless COMPANY and Released Parties from any and all claims, demands, liens, subrogated interests, and causes of action of any nature or character that have been or may in the future be asserted by Medicare and/or persons or entities acting on behalf of Medicare, or any other person or entity, arising from or related to the Agreement, the payment of the Settlement Amount, any Conditional Payments made by Medicare, or any medical expenses or payments arising from or related to any Released Matters that is subject to the Agreement, including but not limited to: (a) all claims and demands for reimbursement of Conditional Payments or for damages or double damages based upon any failure to reimburse Medicare for Conditional Payments; (b) all claims and demands for penalties based upon any failure to report, late reporting, or other noncompliance with or violation of Section 111 of MMSEA that is based in whole or in part upon late, inaccurate, or inadequate information provided to Released Parties by Employee or upon any failure of Employee to provide information; and (c) all Medicaid liens. The indemnification obligation includes all damages, double damages, fines, penalties, attorney fees, costs, interest, expenses, and judgments incurred by or on behalf of Released Parties in connection with such claims, demands, subrogated interests, or causes of action. Regardless of the accuracy of the representations and warranties made above, Employee agrees to indemnify and hold the Released Parties harmless for taxes on payments made to Employee and any tax consequences related thereto, except those prohibited by law.
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1.
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Severability. If a court determines that any provision of this Agreement or portion thereof is invalid or unenforceable, any invalidity or unenforceability will affect only that provision or portion of that provision and shall not make any other provision of this Agreement invalid or unenforceable. Instead, the court shall modify, amend or limit the provision or portion thereof to the extent necessary to render it valid and enforceable.
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2.
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Receipt of Agreement. You acknowledge that you received this Agreement on the Separation Date.
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3.
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Entire Agreement. Subject to the survival of certain provisions of your Employment Agreement set forth in Section E above, this Agreement represents the entire agreement and understanding between you and COMPANY, your employment with and separation from COMPANY and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning your relationship with COMPANY. This Agreement shall not be modified, amended, supplemented, altered, or varied, nor shall any term or condition contained in this Agreement be waived, except by a written instrument signed by the Parties.
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4.
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Confidentiality of Agreement. You understand and agree that the terms of, provisions of, and details of the written Agreement, and the nature of discussions resulting in the Agreement (collectively referred herein as “Confidential Information”), are to be strictly held confidential. You agree to keep this Agreement confidential and will not communicate the terms of this Agreement, including the type or amount of severance provided, or the fact that such Agreement exists, to any third party except to your immediate family, accountants, legal or financial advisors, and to COMPANY’s officers and employees with a need to know, or as otherwise appropriate or necessary as required by law or court order.
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5.
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Cooperation. Employee will cooperate with COMPANY, including its affiliates, in any claims or lawsuits where Employee has knowledge of the facts. Employee further agrees that not to voluntarily aid, assist, or cooperate with anyone who has claims against COMPANY or with their attorneys or agents in any claims or lawsuits that such person may bring. Nothing in this Agreement prevents Employee from testifying at an investigation, regulatory audit, administrative hearing, arbitration, deposition or in court in response to a lawful and properly served subpoena.
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6.
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Choice of Law. The parties agree that the laws of the State of Colorado shall govern this Agreement.
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7.
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Admissibility. The Parties agree that the Agreement shall not be tendered or admissible as evidence in any proceeding by any Party for any purpose, except that the Agreement may be offered as evidence in a proceeding involving one or more of the Parties in which an alleged breach of the Agreement, the enforcement of the Agreement, or the validity of any term of the Agreement is at issue.
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8.
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Enforcement. The Parties understand and agree that if, at any time, a violation of any term of this Agreement is asserted by any party hereto, that party shall have the right to seek performance of that term and/or any other necessary and proper relief including, but not limited to, damages from the applicable state or federal courts located in the State of Colorado and each agree to be subject to and shall submit to the jurisdiction of such courts for any such action or proceeding. In any such proceeding, the Parties agree that the remaining terms of this Agreement remain in full force and effect, and you further agree not to reinstate any claims otherwise compromised by this Agreement, or rely upon the facts which allegedly support such claims.
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9.
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Sufficiency of Consideration. Employee acknowledges the adequacy and sufficiency of the consideration for the promises set forth in this Agreement. Employee is estopped from raising and hereby expressly waives any claim regarding receipt and/or legal insufficiency of the consideration provided by COMPANY to Employee under this Agreement.
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10.
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Dispute Resolution and Attorney’s Fees. If any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the parties will submit the matter to be mediated by a professional mediator mutually acceptable to the parties. The mediation and all documentation, hearings, and communications relating thereto will be confidential. The parties will share equally the costs of the mediator and shall be responsible for their own costs, travel and related expenses associated with the mediation. If a good faith attempt of mediation does not settle the dispute after sixty (60) days, either party may refer the matter to a court of competent jurisdiction located in Denver, Colorado. The prevailing party in such any litigation shall be entitled to recover from the other party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, reasonable fees and expenses of attorneys and all fees, costs and expenses of appeals.
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11.
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Insider Trading Policy. You acknowledge that you have been provided a copy of COMPANY’s insider trading policy. Although the COMPANY policy will no longer apply to you after your Separation Date, you will still be subject to insider trading laws. Trading in ADES Shares, including liquidating your ADES Shares as part of a 401k roll over, could trigger inadvertent consequences. COMPANY encourages you to seek legal advice before taking any such action.
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12.
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Binding Agreement. The Agreement shall be binding upon the Parties, their heirs, successors and assigns.
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Employee:
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/s/ L. Heath Sampson
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Name: L. Heath Sampson
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Date:
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6/30/2020
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For the COMPANY:
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/s/ Chris Bellino
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Name: Chris Bellino
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Date:
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6/30/2020
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Title: Chief Accounting Officer
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1.
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SCOPE OF SERVICES
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1.1
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Services. Advisor shall be available on an as-needed basis to provide consultative services to the Company, its Officers, and its joint venture partners at Tinuum Group, LLC (“Tinuum”) and Nexgen Resources, LLC (“NexGen”) including, but not limited to, attending meetings at the Company’s or Tinuum’s offices, working with third party business and legal consultants, and providing guidance and advice with regard to questions and issues submitted to him by any Officer of the Company from time to time.
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1.2
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Meetings. Advisor shall attend Company and Tinuum scheduled meetings as a guest, as requested, either in person or via teleconference as specified by Company.
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1.3
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Compliance with Policies. Advisor will comply with reasonable policies, practices, and procedures of Company as applicable to the Services and as disclosed to Advisor from time to time, including (without limitation) policies, practices, and procedures relating to related party transactions, facility access and work rules, safety, security, ethics, confidentiality, IT, and data security (collectively, “Relevant Policies”). Upon request, Advisor will demonstrate to Company his compliance with the Relevant Policies.
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2.
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COMPENSATION
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2.1
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Cash Compensation. Advisor’s base compensation shall take the form of a cash retainer in the amount of $8,000 per month (the “Retainer”). The parties agree that the Retainer does not constitute a salary nor or part of an hourly rate that is provided to Advisor. Rather, the Retainer shall be paid in monthly installments of $8,000.00, payable on the 15th calendar day of each month, with the first payment due on July 15, 2020.
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2.2
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Other Compensation. Company also will reimburse Advisor’s reasonable travel expenses incurred in the course of performing under this Agreement.
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2.3
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Taxes. Advisor acknowledges and agrees that it shall be his obligation to report as income all compensation received by Advisor pursuant to this Agreement and to pay the appropriate taxes. In the event Advisor fails to timely pay all appropriate taxes, then Advisor agrees to be solely responsible for paying all taxes that remain owed from the Retention and cash incentives provide by the Company; and Advisor shall fully defend, hold harmless and indemnify the Company for the Advisor's untimely failure to pay taxes, interest, and/or penalties that are required by any federal and/or state government agency.
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3.
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CONFIDENTIALITY AND COMPANY INTELLECTUAL PROPERTY
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3.1
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Confidentiality. Advisor acknowledges and agrees that while providing Services he will be provided and have access to proprietary, highly sensitive and confidential Company information (collectively “Confidential Information”). The Confidential Information will be maintained in strict confidence by Advisor and not disclosed by him to any third party or used for any purpose except to provide Services in accordance with this Agreement.
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3.2
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Company Intellectual Property. All intellectual property of any type and nature disclosed or created pursuant to this Agreement (collectively “Company Intellectual Property”), belongs solely and exclusively to Company, and Advisor agrees to assign all of Advisor’s right, title and interest in the Company Intellectual Property to Company. Nothing in this Agreement shall be construed as implying, granting, or conveying any rights to Advisor, by license or otherwise, to the Company Intellectual Property. Advisor agrees to cooperate fully with Company to execute all necessary documentation to fulfill the purpose of this Section 3.2. Advisor further agrees that the compensation provided for in this Agreement is adequate and sufficient consideration in exchange for the assignment of these intellectual property rights.
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4.
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INDEPENDENT CONTRACTOR
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5.
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APPLICABLE LAW
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6.
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CONFLICTS OF INTEREST
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7.
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NOTICE
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7.1
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All notices under this Agreement shall be in writing, be specific to the subject of the notice, and shall be transmitted in a reliable and traceable manner. For purposes of notices, the parties shall transmit notices to the following representatives:
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For Company
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For Advisor
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Advanced Emissions Solution, Inc.
Greg Marken
8051 E. Maplewood, Ste. 210
Greenwood Village, CO 80111
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L. Heath Sampson
[*]
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Email: greg.marken@adaes.com
Phone: 720-598-3528
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7.2
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The parties agree to keep notice information current and to update the other Party with any changes as soon as reasonably practical.
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8.
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TERM AND TERMINATION
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8.1
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Term. The term of this Agreement will begin on the Effective Date and will continue on a month-to-month basis, ending no later than December 31, 2020.
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8.2
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Termination. The Company may terminate this Agreement immediately if Advisor is unable or refuses to perform the Services, provided that Advisor has been provided written notice and a reasonable opportunity to perform. Either Party may terminate this Agreement immediately if the other Party is in breach of any material provision of this Agreement, provided that the breaching party is provided with written notice of the breach and a reasonable opportunity to cure. Either Party may terminate this Agreement without cause by providing seven (7) days’ written notice to the other Party.
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9.
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LIMITATION OF LIABILITY
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10.
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COMPLIANCE WITH LAWS
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11.
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MISCELLANEOUS
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11.1
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Complete Agreement. This is the complete agreement between the parties relating to the provision of Services under this Agreement. This Agreement is binding and will inure to the benefit of Company and Advisor and their respective successors and assigns.
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11.2
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Assignment. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, with the exception that Company may assign this Agreement to a Company affiliate without Advisor’s prior approval.
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11.3
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If any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.
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11.4
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Survival. Sections 1.3, 2.3, 3, 4, 5, 6, 7, 9, 10, and 11 survive the expiration or termination of this Agreement.
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L. HEATH SAMPSON
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ADVANCED EMISSIONS SOLUTIONS, INC.
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Signature:
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/s/ L. Heath Sampson
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Signature:
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/s/ Chris Bellino
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Name:
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L. Heath Sampson
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Name:
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Chris Bellino
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Title:
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Chief Accounting Officer
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/s/ Greg P. Marken
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Greg P. Marken
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Interim Chief Executive Officer
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(Principal Executive Officer)
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/s/ Christine A. Bellino
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Christine A. Bellino
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Chief Accounting Officer
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(Principal Financial and Accounting Officer)
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/s/ Greg P. Marken
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Greg P. Marken
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Interim Chief Executive Officer
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August 10, 2020
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/s/ Christine A. Bellino
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Christine A. Bellino
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Chief Accounting Officer
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August 10, 2020
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•
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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.
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•
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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.
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•
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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.
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•
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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.
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•
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Section 110(b)(2)Violations: The total number of flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.
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•
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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.
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•
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Proposed MSHA Assessments: The total dollar value of proposed assessments from MSHA.
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•
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Fatalities: The total number of mining-related fatalities.
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•
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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.
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•
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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.
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•
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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.
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•
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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.
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•
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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.
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•
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Appeals of Judges' Decisions or Orders.
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