000151515612/31false2022Q2http://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2022#OtherLiabilitiesNoncurrent00015151562022-01-012022-06-3000015151562022-08-10xbrli:shares00015151562022-06-30iso4217:USD00015151562021-12-31iso4217:USDxbrli:shares0001515156ades:ConsumablesMember2022-04-012022-06-300001515156ades:ConsumablesMember2021-04-012021-06-300001515156ades:ConsumablesMember2022-01-012022-06-300001515156ades:ConsumablesMember2021-01-012021-06-300001515156ades:LicenseRoyalitiesRelatedPartyMember2022-04-012022-06-300001515156ades:LicenseRoyalitiesRelatedPartyMember2021-04-012021-06-300001515156ades:LicenseRoyalitiesRelatedPartyMember2022-01-012022-06-300001515156ades:LicenseRoyalitiesRelatedPartyMember2021-01-012021-06-3000015151562022-04-012022-06-3000015151562021-04-012021-06-3000015151562021-01-012021-06-300001515156us-gaap:CommonStockMember2021-12-310001515156us-gaap:TreasuryStockMember2021-12-310001515156us-gaap:AdditionalPaidInCapitalMember2021-12-310001515156us-gaap:RetainedEarningsMember2021-12-310001515156us-gaap:CommonStockMember2022-01-012022-03-310001515156us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-3100015151562022-01-012022-03-310001515156us-gaap:RetainedEarningsMember2022-01-012022-03-310001515156us-gaap:CommonStockMember2022-03-310001515156us-gaap:TreasuryStockMember2022-03-310001515156us-gaap:AdditionalPaidInCapitalMember2022-03-310001515156us-gaap:RetainedEarningsMember2022-03-3100015151562022-03-310001515156us-gaap:CommonStockMember2022-04-012022-06-300001515156us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-300001515156us-gaap:RetainedEarningsMember2022-04-012022-06-300001515156us-gaap:CommonStockMember2022-06-300001515156us-gaap:TreasuryStockMember2022-06-300001515156us-gaap:AdditionalPaidInCapitalMember2022-06-300001515156us-gaap:RetainedEarningsMember2022-06-300001515156us-gaap:CommonStockMember2020-12-310001515156us-gaap:TreasuryStockMember2020-12-310001515156us-gaap:AdditionalPaidInCapitalMember2020-12-310001515156us-gaap:RetainedEarningsMember2020-12-3100015151562020-12-310001515156us-gaap:CommonStockMember2021-01-012021-03-310001515156us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-3100015151562021-01-012021-03-310001515156us-gaap:RetainedEarningsMember2021-01-012021-03-310001515156us-gaap:CommonStockMember2021-03-310001515156us-gaap:TreasuryStockMember2021-03-310001515156us-gaap:AdditionalPaidInCapitalMember2021-03-310001515156us-gaap:RetainedEarningsMember2021-03-3100015151562021-03-310001515156us-gaap:CommonStockMember2021-04-012021-06-300001515156us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300001515156us-gaap:RetainedEarningsMember2021-04-012021-06-300001515156us-gaap:CommonStockMember2021-06-300001515156us-gaap:TreasuryStockMember2021-06-300001515156us-gaap:AdditionalPaidInCapitalMember2021-06-300001515156us-gaap:RetainedEarningsMember2021-06-3000015151562021-06-30ades:numberOfFinancialInstitutionsades:numberOfSegments00015151562020-09-302020-09-30xbrli:pure00015151562022-02-252022-02-2500015151562022-02-250001515156us-gaap:OtherOperatingIncomeExpenseMember2022-01-012022-06-300001515156ades:MarshallMineMember2020-09-300001515156ades:CabotMemberades:MarshallMineMember2020-09-302020-09-300001515156ades:MarshallMineMember2022-06-300001515156ades:MarshallMineMember2021-12-310001515156ades:MarshallMineMember2020-09-302020-09-300001515156ades:MarshallMineMember2022-06-300001515156ades:MarshallMineMember2021-12-310001515156us-gaap:GeneralAndAdministrativeExpenseMember2022-04-012022-06-300001515156us-gaap:GeneralAndAdministrativeExpenseMember2022-01-012022-06-300001515156us-gaap:GeneralAndAdministrativeExpenseMember2021-04-012021-06-300001515156us-gaap:GeneralAndAdministrativeExpenseMember2021-01-012021-06-300001515156us-gaap:TradeAccountsReceivableMember2022-06-300001515156us-gaap:TradeAccountsReceivableMember2021-12-310001515156ades:NoritLitigationMember2022-06-300001515156ades:NoritLitigationMember2021-12-310001515156us-gaap:GeographicConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMembercountry:CA2022-04-012022-06-300001515156us-gaap:GeographicConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMembercountry:CA2022-01-012022-06-300001515156us-gaap:GeographicConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMembercountry:CA2021-04-012021-06-300001515156us-gaap:GeographicConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMembercountry:CA2021-01-012021-06-300001515156us-gaap:ScenarioPlanMemberades:InAugust2022Member2022-05-040001515156us-gaap:ScenarioPlanMemberades:EmploymentDateOrTransactionDateMember2022-05-040001515156us-gaap:ScenarioPlanMemberades:EmploymentDateOrTransactionDateMember2022-05-042022-05-040001515156us-gaap:ScenarioPlanMemberades:AdditionalLumpSumPaymentMembersrt:MinimumMember2022-05-040001515156us-gaap:ScenarioPlanMemberades:AdditionalLumpSumPaymentMembersrt:MaximumMember2022-05-040001515156us-gaap:ScenarioPlanMemberades:AdditionalLumpSumPaymentMember2022-05-042022-05-0400015151562021-06-070001515156ades:TinuumGroupLLCMember2022-06-30ades:entity0001515156ades:HighviewEnterprisesLimitedMember2022-06-300001515156ades:HighviewEnterprisesLimitedMember2021-12-3100015151562021-01-012021-12-310001515156ades:MarshallMineMember2021-01-012021-12-310001515156ades:TinuumGroupLLCMember2021-12-310001515156ades:TinuumGroupLLCMember2022-06-300001515156ades:TinuumGroupLLCMember2022-04-012022-06-300001515156ades:TinuumGroupLLCMember2021-04-012021-06-300001515156ades:TinuumGroupLLCMember2022-01-012022-06-300001515156ades:TinuumGroupLLCMember2021-01-012021-06-300001515156ades:TinuumGroupLLCMember2022-04-012022-06-300001515156ades:TinuumGroupLLCMember2021-04-012021-06-300001515156ades:TinuumGroupLLCMember2022-01-012022-06-300001515156ades:TinuumGroupLLCMember2021-01-012021-06-300001515156ades:TinuumGroupLLCMemberades:InvestmentEquityEarningsLossMember2021-12-310001515156ades:TinuumGroupLLCMemberades:InvestmentCashDistributionsMember2021-12-310001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumGroupLLCMember2021-12-310001515156ades:TinuumGroupLLCMember2022-01-012022-03-310001515156ades:TinuumGroupLLCMemberades:InvestmentEquityEarningsLossMember2022-01-012022-03-310001515156ades:TinuumGroupLLCMemberades:InvestmentCashDistributionsMember2022-01-012022-03-310001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumGroupLLCMember2022-01-012022-03-310001515156ades:TinuumGroupLLCMember2022-03-310001515156ades:TinuumGroupLLCMemberades:InvestmentEquityEarningsLossMember2022-03-310001515156ades:TinuumGroupLLCMemberades:InvestmentCashDistributionsMember2022-03-310001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumGroupLLCMember2022-03-310001515156ades:TinuumGroupLLCMemberades:InvestmentEquityEarningsLossMember2022-04-012022-06-300001515156ades:TinuumGroupLLCMemberades:InvestmentCashDistributionsMember2022-04-012022-06-300001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumGroupLLCMember2022-04-012022-06-300001515156ades:TinuumGroupLLCMemberades:InvestmentEquityEarningsLossMember2022-06-300001515156ades:TinuumGroupLLCMemberades:InvestmentCashDistributionsMember2022-06-300001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumGroupLLCMember2022-06-300001515156ades:TinuumGroupLLCMember2020-12-310001515156ades:TinuumGroupLLCMemberades:InvestmentEquityEarningsLossMember2020-12-310001515156ades:TinuumGroupLLCMemberades:InvestmentCashDistributionsMember2020-12-310001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumGroupLLCMember2020-12-310001515156ades:TinuumGroupLLCMember2021-01-012021-03-310001515156ades:TinuumGroupLLCMemberades:InvestmentEquityEarningsLossMember2021-01-012021-03-310001515156ades:TinuumGroupLLCMemberades:InvestmentCashDistributionsMember2021-01-012021-03-310001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumGroupLLCMember2021-01-012021-03-310001515156ades:TinuumGroupLLCMember2021-03-310001515156ades:TinuumGroupLLCMemberades:InvestmentEquityEarningsLossMember2021-03-310001515156ades:TinuumGroupLLCMemberades:InvestmentCashDistributionsMember2021-03-310001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumGroupLLCMember2021-03-310001515156ades:TinuumGroupLLCMemberades:InvestmentEquityEarningsLossMember2021-04-012021-06-300001515156ades:TinuumGroupLLCMemberades:InvestmentCashDistributionsMember2021-04-012021-06-300001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumGroupLLCMember2021-04-012021-06-300001515156ades:TinuumGroupLLCMember2021-06-300001515156ades:TinuumGroupLLCMemberades:InvestmentEquityEarningsLossMember2021-06-300001515156ades:TinuumGroupLLCMemberades:InvestmentCashDistributionsMember2021-06-300001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumGroupLLCMember2021-06-300001515156ades:TinuumServicesLLCMember2022-06-300001515156ades:TinuumServicesLLCMember2021-12-310001515156ades:TinuumServicesLLCMember2022-04-012022-06-300001515156ades:TinuumServicesLLCMember2021-04-012021-06-300001515156ades:TinuumServicesLLCMember2022-01-012022-06-300001515156ades:TinuumServicesLLCMember2021-01-012021-06-300001515156ades:TinuumServicesLLCMember2022-04-012022-06-300001515156ades:TinuumServicesLLCMember2021-04-012021-06-300001515156ades:TinuumServicesLLCMember2022-01-012022-06-300001515156ades:TinuumServicesLLCMember2021-01-012021-06-300001515156ades:InvestmentEquityEarningsLossMemberades:TinuumServicesLLCMember2021-12-310001515156ades:TinuumServicesLLCMemberades:InvestmentCashDistributionsMember2021-12-310001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumServicesLLCMember2021-12-310001515156ades:TinuumServicesLLCMember2022-01-012022-03-310001515156ades:InvestmentEquityEarningsLossMemberades:TinuumServicesLLCMember2022-01-012022-03-310001515156ades:TinuumServicesLLCMemberades:InvestmentCashDistributionsMember2022-01-012022-03-310001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumServicesLLCMember2022-01-012022-03-310001515156ades:TinuumServicesLLCMember2022-03-310001515156ades:InvestmentEquityEarningsLossMemberades:TinuumServicesLLCMember2022-03-310001515156ades:TinuumServicesLLCMemberades:InvestmentCashDistributionsMember2022-03-310001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumServicesLLCMember2022-03-310001515156ades:InvestmentEquityEarningsLossMemberades:TinuumServicesLLCMember2022-04-012022-06-300001515156ades:TinuumServicesLLCMemberades:InvestmentCashDistributionsMember2022-04-012022-06-300001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumServicesLLCMember2022-04-012022-06-300001515156ades:InvestmentEquityEarningsLossMemberades:TinuumServicesLLCMember2022-06-300001515156ades:TinuumServicesLLCMemberades:InvestmentCashDistributionsMember2022-06-300001515156ades:InvestmentCashDistributionsandEquityLossInExcessofInvestmentBalanceMemberades:TinuumServicesLLCMember2022-06-300001515156ades:OtherCompaniesInvestmentMember2022-04-012022-06-300001515156ades:OtherCompaniesInvestmentMember2021-04-012021-06-300001515156ades:OtherCompaniesInvestmentMember2022-01-012022-06-300001515156ades:OtherCompaniesInvestmentMember2021-01-012021-06-300001515156srt:MaximumMemberus-gaap:CommonStockMember2018-11-300001515156us-gaap:CommonStockMember2019-11-300001515156srt:MaximumMember2017-05-050001515156us-gaap:RestrictedStockMember2022-04-012022-06-300001515156us-gaap:RestrictedStockMember2021-04-012021-06-300001515156us-gaap:RestrictedStockMember2022-01-012022-06-300001515156us-gaap:RestrictedStockMember2021-01-012021-06-300001515156us-gaap:PerformanceSharesMember2022-04-012022-06-300001515156us-gaap:PerformanceSharesMember2021-04-012021-06-300001515156us-gaap:PerformanceSharesMember2022-01-012022-06-300001515156us-gaap:PerformanceSharesMember2021-01-012021-06-300001515156us-gaap:RestrictedStockMember2022-06-300001515156us-gaap:RestrictedStockUnitsRSUMember2022-06-300001515156us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-06-300001515156us-gaap:RestrictedStockMember2021-12-310001515156us-gaap:PerformanceSharesMember2021-12-310001515156us-gaap:PerformanceSharesMember2022-06-30

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________ 
FORM 10-Q
 ______________________________________  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
or
TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-37822
______________________________________  
Advanced Emissions Solutions, Inc.
(Exact name of registrant as specified in its charter)
______________________________________   
Delaware 27-5472457
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 8051 E. Maplewood Ave, Suite 210, Greenwood Village, CO
80111
(Address of principal executive offices)(Zip Code)

(720) 598-3500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
______________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes     No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer   Accelerated filer 
Non-accelerated filer   Smaller reporting company 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes      No  
Securities registered pursuant to Section 12(b) of the Act:
Class Trading SymbolName of each exchange on which registered
Common stock, par value $0.001 per share ADESNasdaq Global Market
As of August 10, 2022, there were 19,130,644 outstanding shares of Advanced Emissions Solutions, Inc. common stock, par value $0.001 per share.




INDEX
 PAGE




Part I. – FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Advanced Emissions Solutions, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
As of
(in thousands, except share data)June 30, 2022December 31, 2021
ASSETS
Current assets:
Cash$80,819 $78,753 
Receivables, net12,659 12,622 
Receivables, related parties— 2,481 
Inventories, net12,109 7,850 
Prepaid expenses and other current assets7,441 6,661 
Total current assets113,028 108,367 
Restricted cash, long-term10,000 10,027 
Property, plant and equipment, net of accumulated depreciation of $9,428 and $7,684, respectively
31,149 30,171 
Other long-term assets, net29,575 36,871 
Total Assets$183,752 $185,436 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses$14,150 $16,486 
Current portion of finance lease obligations1,235 1,011 
Other current liabilities5,202 5,124 
Total current liabilities20,587 22,621 
Long-term finance lease obligations, net of current portion3,998 3,152 
Other long-term liabilities14,662 12,362 
Total Liabilities39,247 38,135 
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock: par value of $.001 per share, 50,000,000 shares authorized, none issued
— — 
Common stock: par value of $.001 per share, 100,000,000 shares authorized, 23,693,208 and 23,460,212 shares issued, and 19,075,062 and 18,842,066 shares outstanding at June 30, 2022 and December 31, 2021, respectively
24 23 
Treasury stock, at cost: 4,618,146 and 4,618,146 shares as of June 30, 2022 and December 31, 2021, respectively
(47,692)(47,692)
Additional paid-in capital102,668 102,106 
Retained earnings89,505 92,864 
Total Stockholders’ Equity144,505 147,301 
Total Liabilities and Stockholders’ Equity$183,752 $185,436 

See Notes to the Condensed Consolidated Financial Statements.
1

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

Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except per share data)
2022202120222021
Revenues:
Consumables$24,739 $17,408 $51,141 $35,949 
License royalties, related party— 3,657 — 7,723 
Total revenues24,739 21,065 51,141 43,672 
Operating expenses:
Consumables cost of revenue, exclusive of depreciation and amortization19,910 14,732 41,417 28,716 
Payroll and benefits2,519 2,908 5,145 5,377 
Legal and professional fees1,555 1,431 3,727 3,234 
General and administrative1,869 1,593 3,795 3,508 
Depreciation, amortization, depletion and accretion1,588 1,904 3,094 4,010 
Loss (gain) on change in estimate, asset retirement obligation34 (1,942)34 (1,942)
Total operating expenses27,475 20,626 57,212 42,903 
Operating (loss) income(2,736)439 (6,071)769 
Other income (expense):
Earnings from equity method investments2,389 21,437 3,222 39,749 
Interest expense(90)(493)(176)(1,330)
Other111 150 (334)571 
Total other income2,410 21,094 2,712 38,990 
(Loss) income before income tax expense(326)21,533 (3,359)39,759 
Income tax expense— 4,943 — 9,432 
Net (loss) income$(326)$16,590 $(3,359)$30,327 
(Loss) earnings per common share (Note 1):
Basic$(0.02)$0.91 $(0.18)$1.66 
Diluted$(0.02)$0.90 $(0.18)$1.65 
Weighted-average number of common shares outstanding:
Basic18,473 18,271 18,409 18,219 
Diluted18,473 18,398 18,409 18,356 


See Notes to the Condensed Consolidated Financial Statements.


2

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

Common StockTreasury Stock
(Amounts in thousands, except share data)SharesAmountSharesAmountAdditional Paid-in CapitalRetained EarningsTotal Stockholders’
Equity
Balances, January 1, 202223,460,212 $23 (4,618,146)$(47,692)$102,106 $92,864 $147,301 
Stock-based compensation323,742 — — 463 — 464 
Repurchase of common shares to satisfy minimum tax withholdings(59,736)— — — (382)— (382)
Net loss— — — — — (3,033)(3,033)
Balances, March 31, 202223,724,218 24 (4,618,146)(47,692)102,187 89,831 144,350 
Stock-based compensation(30,459)— — — 484 — 484 
Repurchase of common shares to satisfy minimum tax withholdings(551)— — — (3)— (3)
Net loss— — — — — (326)(326)
Balances, June 30, 202223,693,208 $24 (4,618,146)$(47,692)$102,668 $89,505 $144,505 


Common StockTreasury Stock
(Amounts in thousands, except share data)SharesAmountSharesAmountAdditional Paid-in CapitalRetained EarningsTotal Stockholders’
Equity
Balances, January 1, 202123,141,284 $23 (4,618,146)$(47,692)$100,425 $32,454 $85,210 
Stock-based compensation381,339 — — — 421 — 421 
Repurchase of common shares to satisfy minimum tax withholdings(40,975)— — — (216)— (216)
Net income— — — — — 13,737 13,737 
Balances, March 31, 202123,481,648 23 (4,618,146)(47,692)100,630 46,191 99,152 
Stock-based compensation(25,330)— — — 566 — 566 
Repurchase of common shares to satisfy minimum tax withholdings(3,833)— — — (25)— (25)
Net income— — — — — 16,590 16,590 
Balances, June 30, 202123,452,485 $23 (4,618,146)$(47,692)$101,171 $62,781 $116,283 

See Notes to the Condensed Consolidated Financial Statements.

3

Advanced Emissions Solutions, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 Six Months Ended June 30,
(in thousands)20222021
Cash flows from operating activities
Net (loss) income$(3,359)$30,327 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, amortization, depletion and accretion3,094 4,010 
Earnings from equity method investments(3,222)(39,749)
Operating lease expense1,300 912 
Stock-based compensation expense948 987 
Deferred income tax expense— 6,817 
Amortization of debt discount and debt issuance costs— 945 
Loss (gain) on change in estimate, asset retirement obligation34 (1,942)
Other non-cash items, net449 (319)
Changes in operating assets and liabilities:
Receivables and related party receivables2,444 1,362 
Prepaid expenses and other assets(779)(723)
Inventories, net(4,079)1,327 
Other long-term assets, net2,942 (2,746)
Accounts payable and accrued expenses(2,509)(447)
Other current liabilities(450)(1,468)
Operating lease liabilities1,999 2,048 
Other long-term liabilities649 (2,334)
Distributions from equity method investees, return on investment2,297 19,144 
Net cash provided by operating activities1,758 18,151 
Cash flows from investing activities
Distributions from equity method investees in excess of cumulative earnings3,316 24,732 
Acquisition of property, plant, equipment, and intangible assets, net(2,889)(4,573)
Mine development costs(326)(653)
Proceeds from sale of property and equipment1,204 895 
Net cash provided by investing activities1,305 20,401 
Cash flows from financing activities
Principal payments on finance lease obligations(594)(818)
Repurchase of common shares to satisfy tax withholdings(385)(241)
Dividends paid(45)(90)
Principal payments on term loan— (16,000)
Net cash used in financing activities(1,024)(17,149)
Increase in Cash and Restricted Cash2,039 21,403 
Cash and Restricted Cash, beginning of period88,780 35,932 
Cash and Restricted Cash, end of period$90,819 $57,335 
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property and equipment through finance lease$1,641 $— 
Acquisition of property and equipment through accounts payable$173 $163 
See Notes to the Condensed Consolidated Financial Statements.
4

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


Note 1 - Basis of Presentation
Nature of Operations
Advanced Emissions Solutions, Inc. ("ADES" or the "Company") is a Delaware corporation with its principal office located in Greenwood Village, Colorado and operations located in Louisiana. The Company is principally engaged in the sale of consumable air and water treatment solutions including activated carbon ("AC") and chemical technologies. The Company's proprietary technologies in the advanced purification technologies ("APT") market enable customers to reduce air and water contaminants, including mercury and other pollutants, to maximize utilization levels and to improve operating efficiencies to meet the challenges of existing and pending air quality and water regulations. The Company manufactures and sells AC used to capture and remove contaminants for coal-fired power, industrial and water treatment markets. The Company also owns an associated lignite mine ("Five Forks Mine") which supplies the primary raw material for manufacturing AC.
Through December 31, 2021, the Company generated substantial earnings from its equity ownership in Tinuum Group, LLC ("Tinuum Group") and Tinuum Services, LLC ("Tinuum Services"), both of which are unconsolidated entities. Both Tinuum Group and Tinuum Services ceased material operations effective December 31, 2021 as a result of the expiration of a tax credit program under Internal Revenue Code Section 45 - Production Tax Credit (the "Section 45 Tax Credit Program"). Tinuum Group provided reduction of mercury and nitrogen oxide ("NOx") emissions at select coal-fired power generators through the production and sale of refined coal ("RC") that qualified for tax credits under the Section 45 Tax Credit Program ("Section 45 tax credits"). The Company also earned royalties for technologies which were licensed to Tinuum Group and used at certain RC facilities to enhance combustion and reduce emissions of NOx and mercury from coal burned to generate electrical power. Tinuum Services operated and maintained the RC facilities under operating and maintenance agreements with Tinuum Group and owners or lessees of the RC facilities. Presently, both Tinuum Group and Tinuum Services continue to wind-down their operations, and the Company expects to receive final cash distributions, which are not expected to be significant, from these entities during 2022.
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements of ADES are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") and with Article 10 of Regulation S-X of the Securities and Exchange Commission. In compliance with those instructions, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.
The unaudited Condensed Consolidated Financial Statements of ADES in this quarterly report ("Quarterly Report") are presented on a consolidated basis and include ADES and its wholly-owned subsidiaries (collectively, the "Company"). Also included within the unaudited Condensed Consolidated Financial Statements are the Company's unconsolidated equity investments, Tinuum Group and Tinuum Services, which are accounted for under the equity method of accounting, and Highview Enterprises Limited (the "Highview Investment"), which is accounted for in accordance with U.S. GAAP applicable to equity investments that do not qualify for the equity method of accounting.
Results of operations and cash flows for the interim periods are not necessarily indicative of the results that may be expected for the entire year. All significant intercompany transactions and accounts were eliminated in consolidation for all periods presented in this Quarterly Report.
In the opinion of management, these Condensed Consolidated Financial Statements include all normal and recurring adjustments considered necessary for a fair presentation of the results of operations, financial position, stockholders' equity and cash flows for the interim periods presented. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K"). Significant accounting policies disclosed therein have not changed.
Earnings (Loss) Per Share
Basic earnings (loss) per share is computed using the weighted-average number of shares of common stock outstanding during
the reporting period. Diluted earnings (loss) per share is computed in a manner consistent with that of basic earnings per share, while considering other potentially dilutive securities. For the three and six months ended June 30, 2022 and June 30, 2021, potentially dilutive securities consist of unvested restricted stock awards ("RSA's") and contingent performance stock units ("PSU's").
5

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table sets forth the calculations of basic and diluted (loss) earnings per share:
 Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except per share amounts)2022202120222021
Net (loss) income$(326)$16,590 $(3,359)$30,327 
Basic weighted-average common shares outstanding18,473 18,271 18,409 18,219 
Add: dilutive effect of equity instruments— 127 — 137 
Diluted weighted-average shares outstanding18,473 18,398 18,409 18,356 
(Loss) earnings per share - basic$(0.02)$0.91 $(0.18)$1.66 
(Loss) earnings per share - diluted$(0.02)$0.90 $(0.18)$1.65 
For the three and six months ended June 30, 2022 and 2021, potentially dilutive securities of 0.8 million and 0.1 million shares, and 0.7 million and zero shares of common stock, respectively, were outstanding but were not included in the calculation of diluted net (loss) income per share because the effect would have been anti-dilutive.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. There have been no changes in the Company’s critical accounting estimates from those that were disclosed in the 2021 Form 10-K. Actual results could differ from these estimates.
Risks and Uncertainties
The loss of earnings and cash distributions from both Tinuum Group and Tinuum Services will continue to have a material adverse impact on the Company’s financial position, results of operations and cash flows. For 2022, the Company is principally dependent on operations of its APT business and its cash on hand to provide liquidity over the near and long term. The Company's revenues, sales volumes, earnings and cash flows are significantly affected by prices of competing power generation sources such as natural gas and renewable energy. During periods of low natural gas prices, natural gas provides a competitive alternative to coal-fired power generation and therefore, coal consumption may be reduced, which in turn reduces the demand for the Company's products. However, during periods of higher prices for competing power generation sources, there is an increase in coal consumption and thus demand for the Company's products also increases.
In addition, coal consumption and demand for the Company's products are affected by the demand for electricity, which is higher in the warmer and colder months of the year. As a result, the Company's interim period results are subject to seasonal variations whereby its revenues and cost of revenues tend to be higher in its first and third fiscal quarters compared to its second and fourth fiscal quarters. Abnormal temperatures during the summer and winter months may significantly affect coal consumption and impurities within various municipalities' water sources, and thus impact the demand for the Company's products.
Concentration of credit risk
The Company is exposed to concentrations of credit risk primarily related to cash held at financial institutions and accounts receivable. The Company regularly monitors its credit risk to mitigate the possibility of current and future exposures resulting in a loss. Historically, the losses related to credit risk have been immaterial.
The Company holds cash at two financial institutions as of June 30, 2022. If a financial institution was unable to perform its obligations, the Company would be at risk regarding the amount of cash and investments in excess of the Federal Deposit Insurance Corporation limits (currently $250 thousand) that would be returned to the Company.
The Company evaluates the creditworthiness of its customers prior to entering into an agreement to sell its products and, as necessary, through the life of the customer relationship.
Reclassifications
Certain balances have been reclassified from the prior year to conform to the current year presentation. Such reclassifications had no effect on the Company’s results of operations or financial position in any of the periods presented.
6

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Segments
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by a company's chief operating decision maker ("CODM"), or a decision-making group, in deciding how to allocate resources and in assessing financial performance. As of June 30, 2022, the Company's CODM was the Company's Chief Executive Officer, and the Company concluded that APT was its one reportable segment.
Given the wind-down of Tinuum Group and Tinuum Services and the impact on the Company's financial statements, the Company determined the historical RC segment no longer met the qualitative or quantitative criteria to be considered a reporting segment under U.S. GAAP. As a result, including the method in which the CODM allocates resources, beginning January 1, 2022, the Company determined that it had one reportable segment and therefore has removed its segment disclosures for this Quarterly Report.
New Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in ASU 2016-13 replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. ASU 2016-13 is effective for "smaller reporting companies" (as defined by the Securities and Exchange Commission) for fiscal years beginning after December 15, 2022, including interim periods within those years, and must be adopted under a modified retrospective method approach. The Company intends to adopt ASU 2016-13 effective January 1, 2023 and is currently evaluating the provisions of this guidance and assessing the impact on its financial statements and disclosures. The Company does not believe this standard will have a material impact on its financial statements and disclosures.
Note 2 - Customer Supply Agreement
On September 30, 2020, the Company and Norit Activated Carbon - Americas (f/k/a Cabot Norit Americas, Inc.) ("Norit"), entered into a supply agreement (the "Supply Agreement") pursuant to which the Company agreed to sell and deliver to Norit, and Norit agreed to purchase and accept from the Company certain lignite-based AC products ("Furnace Products"). The term of the Supply Agreement is for 15 years with 10-year renewal terms that are automatic unless either party provides three years prior notice of intention not to renew before the end of any term.
Under the Supply Agreement, Norit also reimburses the Company for certain capital expenditures incurred by the Company that are necessary to manufacture the Furnace Products. Reimbursements are comprised of revenues earned from capital expenditures incurred that will benefit both the Company and Norit (referred to as "Shared Capital") and revenues earned from capital expenditures incurred that will benefit Norit exclusively (referred to as "Specific Capital"). In the event that Norit ceases to make purchases under the Supply Agreement, Norit is obligated to pay the balance of any outstanding payments for Specific Capital.
Further, under the terms of the Supply Agreement, Norit was obligated to pay the Reclamation Reimbursement (defined in Note 3 below) to the Company for $10.2 million of the Reclamation Costs (defined in Note 3 below) , inclusive of interest. The Company recorded the Norit Receivable for the Reclamation Reimbursement at its estimated fair value, which was measured using a discounted cash flows valuation model that considered the estimated credit risk associated with the obligor's (Norit's) future performance, which the Company estimated was approximately 1.5%.
On February 25, 2022, the Company received $10.6 million in cash from Norit (the "Norit Payment") as a result of a change in control provision in the Supply Agreement (the "Change in Control"), which occurred as a result of the sale of Norit by its parent, Cabot Corporation. Under the Change in Control, the Company received from Norit full payment of all amounts outstanding under the Reclamation Reimbursement, payment of all unbilled amounts related to Specific Capital for expenditures incurred through February 28, 2022 and payment of $0.8 million related to additional costs due to the third-party operator of Marshall Mine (the "Norit Reclamation Costs"). Under the Reclamation Contract (defined in Note 3 below), the Company was obligated to remit payment for the Norit Reclamation Costs to the third-party operator of Marshall Mine, and such payment was remitted in March 2022. The Change in Control did not impact any other provisions of the Supply Agreement.
As of February 25, 2022, the carrying value of the Reclamation Reimbursement was $9.0 million, which included the principal balance, adjusted for accretion of interest and payments made to date. Under the Change in Control, the Company received $8.5 million in cash for full payment of the outstanding Reclamation Reimbursement. The Company concluded that the cash
7

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
proceeds received represented an early payment of a receivable based on a change in contractual terms and accounted for the difference between the cash proceeds received and the carrying amount of the Reclamation Reimbursement of $0.5 million as a loss for the three months ended March 31, 2022, which is included in the "Other Income (Expense)" line item in the Condensed Consolidated Statement of Operations for the six months ended June 30, 2022.
Also, under the Change in Control, the Company received $1.3 million in advance of revenue to be recognized in future periods related to Specific Capital and recorded this amount as deferred revenue, which is recognized ratably over the remaining contractual term as stipulated in the Supply Agreement.
Note 3 - Acquisition of Marshall Mine
Concurrently with the execution of the Supply Agreement, on September 30, 2020, the Company entered into an agreement to purchase from Norit 100% of the membership interests in Marshall Mine, LLC (the "Marshall Mine Acquisition") for a nominal cash purchase price. Marshall Mine, LLC owns a lignite mine located outside of Marshall, Texas (the "Marshall Mine"). The Company concluded that the Marshall Mine did not have any remaining economic reserves and independently determined to immediately commence activities to shutter it. Accordingly, on September 30, 2020, the Company and a third party entered into a reclamation contract (the "Reclamation Contract") for full reclamation of the Marshall Mine, which is expected to be completed by 2030. Under the terms of the Supply Agreement, Norit was obligated to reimburse the Company for $10.2 million (the "Reclamation Reimbursement") for a portion of the total costs incurred under the Reclamation Contract (the "Reclamation Costs"), which was payable semi-annually over 13 years and inclusive of interest. As discussed in Note 2, on February 25, 2022 as part of the Change in Control, Norit fully paid the outstanding amount owed under the Reclamation Reimbursement and has no further liability related to the Marshall Mine.
The Company accounted for the Marshall Mine Acquisition as an asset acquisition, and it included the acquisition of certain assets and assumption of certain liabilities as well as the incurrence of an obligation for the Reclamation Costs (the "Marshall Mine ARO"). As of June 30, 2022 and December 31, 2021, the carrying value of the Marshall Mine ARO was $4.8 million and $6.3 million, respectively.
As the Marshall Mine Acquisition represented a transaction with a customer of net assets acquired and liabilities assumed from Norit, the Company accounted for the excess of the fair value of liabilities assumed over assets acquired as upfront consideration transferred to a customer, Norit (the "Upfront Customer Consideration"). The amount of the Upfront Customer Consideration was also recognized net of the Reclamation Reimbursement. The total Upfront Customer Consideration is being amortized as a reduction to revenues on a straight-line basis over the expected 15-year contractual period of the Supply Agreement. Amortization of the Upfront Customer Consideration is approximately $0.5 million per year.
The Company also evaluated Marshall Mine, LLC as a potential variable interest entity ("VIE") and determined that it was a VIE and the Company was its primary beneficiary. Therefore, the Company consolidates Marshall Mine, LLC's assets and liabilities in its consolidated financial statements.

8

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following tables summarize the assets and liabilities of Marshall Mine, LLC and their classification in the Company's Condensed Consolidated Balance Sheets:

As of
(in thousands)June 30, 2022December 31, 2021Balance sheet component
Cash$1,501 $914 Current assets
Norit receivable, short-term— 2,056 Current assets
Prepaid expenses and other current assets249 — Current assets
Restricted cash10,000 10,027 Non-current assets
Property and equipment, net1,968 Non-current assets
Norit receivable, long-term— 6,846 Non-current assets
$11,753 $21,811 
Accounts payable and accrued liabilities$447 $1,065 Current liabilities
Asset retirement obligation, short-term291 1,775 Current liabilities
Asset retirement obligation, long-term4,474 4,546 Non-current liabilities
$5,212 $7,386 
Note 4 - Leases
The Company's operating and finance lease right-of-use ("ROU") assets and liabilities as of June 30, 2022 and December 31, 2021 consisted of the following items (in thousands):
As of
LeasesJune 30, 2022December 31, 2021
Operating Leases
Operating lease right-of-use assets, net of accumulated amortization (1)
$8,118 $6,000 
Operating lease obligations, current$2,742 $2,157 
Long-term operating lease obligations5,592 4,178 
Total operating lease obligation$8,334 $6,335 
Finance Leases
Finance lease right-of-use assets, net of accumulated amortization (2)
$3,013 $1,743 
Finance lease obligations, current$1,235 $1,011 
Long-term finance lease obligations3,998 3,152 
Total finance lease obligations$5,233 $4,163 
(1) Operating lease ROU assets are reported net of accumulated amortization of $2.9 million and $1.9 million as of June 30, 2022 and December 31, 2021, respectively.
(2) Finance lease ROU assets are reported net of accumulated amortization of $1.5 million and $1.1 million as of June 30, 2022 and December 31, 2021, respectively.
Operating leases
ROU assets under operating leases and operating lease liabilities are included in the "Other long-term assets" and "Other current liabilities" and "Other long-term liabilities" line items, respectively, in the Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021.
9

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Lease expense for operating leases for the three and six months ended June 30, 2022 was $1.0 million and $2.0 million, respectively, of which $0.9 million and $1.8 million, respectively, is included in the "Consumables - cost of revenue, exclusive of depreciation and amortization" line item and $0.1 million and $0.2 million, respectively, is included in the "General and administrative" line item in the Condensed Consolidated Statements of Operations for those periods. Lease expense for operating leases for the three and six months ended June 30, 2021 was $0.9 million and $1.9 million, respectively of which $0.8 million and $1.7 million, respectively, is included in the "Consumables - cost of revenue, exclusive of depreciation and amortization" line item and $0.1 million and $0.2 million, respectively, is included in "General and administrative" line item in the Condensed Consolidated Statements of Operations for those periods.
Finance leases
ROU assets under finance leases are included in the "Property, plant and equipment" line item in the Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021. Interest expense related to finance lease obligations and amortization of ROU assets under finance leases are included in the "Interest expense" and "Depreciation, amortization, depletion and accretion" line items, respectively, in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021.
Lease financial information as of and for the three and six months ended June 30, 2022 and 2021 is provided in the following table:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2022202120222021
Finance lease cost:
Amortization of right-of-use assets$230 $174 $371 $348 
Interest on lease liabilities86 70 164 149 
Operating lease cost778 626 1,584 1,085 
Short-term lease cost216 233 459 800 
Variable lease cost (1)12 21 
Total lease cost$1,313 $1,115 $2,585 $2,403 
Other Information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases$164 $149 
Operating cash flows for operating leases$1,419 $1,314 
Financing cash flows for finance leases$594 $818 
Right-of-use assets obtained in exchange for new finance lease liabilities$1,641 $— 
Right-of-use assets obtained in exchange for new operating lease liabilities$3,418 $3,362 
Weighted-average remaining lease term - finance leases3.2 years3.3 years
Weighted-average remaining lease term - operating leases4.3 years2.9 years
Weighted-average discount rate - finance leases5.9 %6.4 %
Weighted-average discount rate - operating leases5.9 %7.8 %
(1) Primarily includes common area maintenance, property taxes and insurance payable to lessors.
10

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 5 - Revenues
Trade receivables represent an unconditional right to consideration in exchange for goods or services transferred to a customer. The Company invoices its customers in accordance with the terms of the contract. Credit terms are generally net 30 from the date of invoice. The timing between the satisfaction of performance obligations and when payment is due from the customer is generally not significant.
Contract liabilities are comprised of deferred revenue, which represents an obligation to transfer goods or services to a customer for which the Company has received consideration from the customer and, if deliverable within one year or less, is included in "Other current liabilities" in the Consolidated Balance Sheets and, if deliverable outside of one year, is included in "Other long-term liabilities" in the Consolidated Balance Sheets.
The following table shows the components of the Company's Receivables, net:
As of
(in thousands)June 30, 2022December 31, 2021
Trade receivables, net$12,589 $10,476 
Other receivables70 — 
Norit Receivable - current— 2,146 
Receivables, net$12,659 $12,622 
For the three and six months ended June 30, 2022 and 2021, all material performance obligations related to revenues recognized were satisfied at a point in time. For the three and six months ended June 30, 2022, approximately 8% and 9%, respectively, of Consumables revenues were generated in Canada, and all other revenues were generated in the U.S. For the three and six months ended June 30, 2021, approximately 10% and 15%, respectively, of Consumables revenues were generated in Canada, and all other revenues were generated in the U.S.

11

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 6 - Inventories, net
The following table summarizes the Company's inventories recorded at the lower of average cost or net realizable value as of June 30, 2022 and December 31, 2021:
As of
(in thousands)June 30, 2022December 31, 2021
Product inventory, net$6,072 $4,901 
Raw material inventory6,037 2,949 
$12,109 $7,850 

Note 7 - Commitments and Contingencies
Retention Agreements
On May 4, 2022, the Compensation Committee of the Board of Directors and the Board of Directors (the "Board") approved the amendment to retention agreements (the "Retention Agreements" and each a "Retention Agreement"), which had been executed in May 2021, between the Company and its executive officers and certain other key employees in order to maintain the Company's business operations while it pursues and executes on its strategic initiatives (the "Amended Retention Agreements"). Under the Amended Retention Agreements, employees will receive (i) 40% of the original amount agreed to in the Retention Agreements ("Retention Pay") in August 2022; (ii) 60% of the Retention Pay on the earliest of (1) the date the employee’s employment is terminated without Cause or for Good Reason (as those terms are defined in the Retention Agreement or the employee’s employment agreement, as applicable), (2) 90 days after a Transaction Date or a Change in Control (as those terms are defined in the Retention Agreement or the employee’s employment agreement, as applicable), or (3) in January 2023; and (iii) an additional lump sum payment, ranging from 10% to 40% of the Retention Pay, will also be paid at the earliest of (1) the date the employee’s employment is terminated without Cause or for Good Reason (as those terms are defined in the Retention Agreement or the employee’s employment agreement, as applicable), (2) 90 days after a Transaction Date or a Change in Control (as those terms are defined in the Retention Agreement or the employee’s employment agreement, as applicable), or (3) in January 2023.
In order to receive the Amended Retention Agreements payments, employees must remain employed at the Company through the dates above. As of June 30, 2022, the total cash payable pursuant to the Amended Retention Agreements is $2.5 million and is included in the "Other current liabilities" line item in the Condensed Consolidated Balance Sheet.
Surety Bonds and Restricted Cash
As the owner of the Marshall Mine, the Company is required to post a surety bond with a regulatory commission. As of June 30, 2022 and December 31, 2021, the Company had posted a $16.6 million surety bond (the "MM Surety Bond") which will remain in place until the Marshall Mine is fully reclaimed, and may be further reduced in amount from time to time as the Company progresses with its reclamation activities.
As the owner of the Five Forks Mine, the Company is required to post a surety bond with a regulatory commission. As of June 30, 2022 and December 31, 2021, the Company had posted a $7.5 million surety bond related to performance requirements associated with the Five Forks Mine.
As of June 30, 2022 and December 31, 2021, the Company posted collateral of $10.0 million for both the Marshall Mine and Five Forks Mine as required by the Company's surety bond provider, which is reported as long-term restricted cash on the Condensed Consolidated Balance Sheets.

12

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Tinuum Group
The Company has certain limited obligations contingent upon future events in connection with the activities of Tinuum Group. The Company, NexGen Refined Coal, LLC ("NexGen") and two entities affiliated with NexGen have provided an affiliate of the Goldman Sachs Group, Inc. with limited guaranties (the "Tinuum Group Party Guaranties") related to certain losses it may suffer as a result of inaccuracies or breach of representations and covenants committed by Tinuum Group. The Company also is a party to a contribution agreement with NexGen under which any party called upon to pay on a Tinuum Group Party Guaranty is entitled to receive contributions from the other party equal to 50% of the amount paid. The Company has not recorded a liability or expense provision related to this contingent obligation as it believes that it is not probable that a loss will occur with respect to the Tinuum Group Party Guaranties.
Legal Proceedings
The Company is from time to time subject to various pending or threatened legal actions and proceedings, including those that arise in the ordinary course of its business. Such matters are subject to many uncertainties and outcomes, the financial impacts of which are not predictable with assurance and that may not be known for extended periods of time. The Company records a liability in its consolidated financial statements for costs related to claims, settlements and judgments where management has assessed that a loss is probable and an amount can be reasonably estimated. There were no significant legal proceedings as of June 30, 2022.
Note 8 - Supplemental Financial Information
Supplemental Balance Sheet Information
The following table summarizes the components of Other long-term assets, net as presented in the Condensed Consolidated Balance Sheets:
As of
(in thousands)June 30,
2022
December 31,
2021
Other long-term assets, net:
Right of use assets, operating leases, net$8,118 $6,000 
Upfront Customer Consideration6,728 6,982 
Mine development costs, net5,461 5,330 
Spare parts, net4,710 4,598 
Mine reclamation asset, net1,691 1,742 
Intangible assets, net1,028 1,237 
Equity method investments— 2,391 
Other 1,839 1,745 
Norit Receivable— 6,846 
$29,575 $36,871 
Spare parts include critical spares required to support plant operations. Parts and supply costs are determined using the lower of cost or estimated replacement cost. Parts are recorded as maintenance expenses in the period in which they are consumed or are capitalized if applicable.
Mine development costs include acquisition costs, the cost of other development work and mitigation costs related to the Five Forks Mine and are depleted over the estimated life of the related mine reserves. The Company performs an evaluation of the recoverability of the carrying value of mine development costs to determine if facts and circumstances indicate that their carrying value may be impaired and if any adjustment is warranted. There were no indicators of impairment as of June 30, 2022. Mine reclamation asset, net represents an asset retirement obligation ("ARO") asset related to the Five Forks Mine and is depreciated over its estimated life.
As of June 30, 2022 and December 31, 2021, Other includes the Highview Investment in the amount of $0.6 million and $0.6 million, respectively, that is carried at cost, less impairment, plus or minus observable changes in price for identical or similar investments of the same issuer. Fair value measurements, if any, represent Level 2 measurements. The Highview Investment is evaluated for indicators of impairment such as an event or change in circumstances that may have a significant adverse effect on the fair value of the investment. There were no changes to the carrying value of the Highview Investment for the three and
13

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
six months ended June 30, 2022 as there were no indicators of impairment or observable price changes for identical or similar investments.
The following table details the components of Other current liabilities and Other long-term liabilities as presented in the Condensed Consolidated Balance Sheets:
 As of
(in thousands)June 30,
2022
December 31,
2021
Other current liabilities:
Current portion of operating lease obligations$2,742 $2,157 
Income and other taxes payable1,173 807 
Other1,287 2,160 
$5,202 $5,124 
Other long-term liabilities:
Mine reclamation liabilities$8,203 $8,184 
Operating lease obligations, long-term5,592 4,178 
Other867 — 
$14,662 $12,362 
The Mine reclamation liability related to the Five Forks Mine is included in Other long-term liabilities. The Mine reclamation liability related to Marshall Mine is included in Other current liabilities and Other long-term liabilities. The Mine reclamation liabilities represent AROs and changes for the three and six months ended June 30, 2022 and year ended December 31, 2021 were as follows:
As of
(in thousands)June 30, 2022December 31, 2021
Asset retirement obligations, beginning of period$9,959 $21,447 
Accretion308 1,102 
Liabilities settled(1,807)(10,010)
Changes due to scope and timing of reclamation (1)34 (2,580)
Asset retirement obligations, end of period8,494 9,959 
Less current portion291 1,775 
Asset retirement obligations, long-term$8,203 $8,184 
(1) As of June 30, 2021 and December 31, 2021, the Company revised its estimate of future obligations owed for the reclamation of the Marshall Mine primarily based on scope reductions related to future reclamation requirements. As a result, the Company reduced the Marshall Mine ARO by $2.7 million and recorded a corresponding gain on change in estimate of $2.7 million for the year ended December 31, 2021.
Note 9 - Equity Method Investments
Tinuum Group, LLC
As of June 30, 2022 and December 31, 2021, the Company's ownership interest in Tinuum Group was 42.5%. Tinuum Group supplied technology equipment and technical services at select coal-fired generators, but its primary purpose was to put into operation facilities that produced and sold RC that lowered emissions and also qualified for Section 45 tax credits. The Company concluded that Tinuum Group was a VIE, but the Company did not have the power to direct the activities that most significantly impacted Tinuum Group's economic performance, as the voting partners of Tinuum Group have identical voting rights, equity control interests and board control interests, and therefore power was shared. Accordingly, the Company has accounted for its investment in Tinuum Group under the equity method of accounting since inception.
14

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes the results of operations of Tinuum Group:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2022202120222021
Gross profit$— $8,820 $964 $11,495 
Operating, selling, general and administrative expenses1,051 12,429 4,248 26,231 
Loss from operations(1,051)(3,609)(3,284)(14,736)
Other income (expenses), net27 3,150 528 4,003 
(Income) loss attributable to noncontrolling interest(580)29,038 (874)64,616 
Net (loss) income available to members$(1,604)$28,579 $(3,630)$53,883 
ADES equity earnings from Tinuum Group$2,125 $19,125 $3,137 $35,487 
For the three and six months ended June 30, 2022 and 2021, the Company recognized earnings from Tinuum Group's net (loss) income available to members that were different from its pro-rata share of Tinuum Group's net (loss) income available to members for those periods, as cash distributions for the three and six months ended June 30, 2022 and 2021 exceeded the carrying value of the Tinuum Group equity investment.
The following tables present the Company's investment balance, equity earnings and cash distributions in excess of the investment balance, if any, for the three and six months ended June 30, 2022 and 2021 (in thousands):
DescriptionDate(s)Investment balanceADES equity earningsCash distributionsMemorandum Account: Cash distributions and equity earnings in (excess) of investment balance
Beginning balance12/31/2021$— $— $— $(21,779)
ADES proportionate share of net loss from Tinuum Group
First Quarter(861)(861) — 
Recovery of prior cash distributions in excess of investment balance (prior to cash distributions)First Quarter(21,779)(21,779)— 21,779 
Cash distributions from Tinuum GroupFirst Quarter(1,012)— 1,012 — 
Adjustment for current year cash distributions in excess of investment balanceFirst Quarter23,652 23,652 — (23,652)
Total investment balance, equity earnings and cash distributions3/31/2022$— $1,012 $1,012 $(23,652)
ADES proportionate share of net loss from Tinuum GroupSecond Quarter(682)$(682)$— — 
Recovery of prior cash distributions in excess of investment balance (prior to cash distributions)Second Quarter(23,652)(23,652)— 23,652 
Cash distributions from Tinuum GroupSecond Quarter(2,125)— 2,125 — 
Adjustment for current year cash distributions in excess of investment balanceSecond Quarter26,459 26,459 — (26,459)
Total investment balance, equity earnings and cash distributions6/30/2022$— $2,125 $2,125 $(26,459)
15

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
DescriptionDate(s)Investment balanceADES equity earningsCash distributionsMemorandum Account: Cash distributions and equity earnings in (excess) of investment balance
Beginning balance12/31/2020$3,387 $— $— $— 
ADES proportionate share of net income from Tinuum GroupFirst Quarter10,755 10,755 — — 
Cash distributions from Tinuum GroupFirst Quarter(19,749)— 19,749 — 
Adjustment for current year cash distributions in excess of investment balanceFirst Quarter5,607 5,607 — (5,607)
Total investment balance, equity earnings and cash distributions3/31/2021$— $16,362 $19,749 $(5,607)
ADES proportionate share of net income from Tinuum GroupSecond Quarter$12,146 $12,146 $— $— 
Recovery of prior cash distributions in excess of investment balance (prior to cash distributions)Second Quarter(5,607)(5,607) 5,607 
Cash distributions from Tinuum GroupSecond Quarter(19,125)— 19,125 — 
Adjustment for current year cash distributions in excess of investment balanceSecond Quarter12,586 12,586 — (12,586)
Total investment balance, equity earnings and cash distributions6/30/2021$— $19,125 $19,125 $(12,586)
Tinuum Services, LLC
The Company has a 50% voting and economic interest in Tinuum Services as of June 30, 2022 and December 31, 2021. The Company determined that Tinuum Services was not a VIE and further evaluated it for consolidation under the voting interest model. Because the Company did not own greater than 50% of the outstanding voting shares, either directly or indirectly, it has accounted for its investment in Tinuum Services under the equity method of accounting since inception. As of June 30, 2022 and December 31, 2021, the Company’s investment in Tinuum Services was zero and $2.4 million, respectively.
The following table summarizes the results of operations of Tinuum Services:
 Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2022202120222021
Gross profit (loss)$78 $(22,641)$1,046 $(41,163)
Operating, selling, general and administrative expenses172 47,355 2,717 101,722 
Loss from operations(94)(69,996)(1,671)(142,885)
Other income (expenses), net263 32 1,157 (394)
(Income) loss attributable to noncontrolling interest— 74,587 323 151,802 
Net income (loss)$169 $4,623 $(191)$8,523 
ADES equity earnings from Tinuum Services$264 $2,312 $84 $4,262 
Included in the Condensed Consolidated Statements of Operations of Tinuum Services for the three and six months ended June 30, 2022 and 2021 was income (loss) attributable to noncontrolling interests of Tinuum Services' VIE entities, which was eliminated in the calculation of Tinuum Services' net income (loss) attributable to the Company's interest.
For the three and six months ended June 30, 2022, the Company recognized earnings from Tinuum Services' net income (loss) available to members that were different from its pro-rata share of Tinuum Services' net income (loss) available to members for those periods, as cash distributions for the three and six months ended June 30, 2022 exceeded the carrying value of the Tinuum Services' equity investment.
16

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following tables present the Company's investment balance, equity earnings and cash distributions in excess of the investment balance, if any, for the three and six months ended June 30, 2022 (in thousands):
DescriptionDate(s)Investment balanceADES equity earningsCash distributionsMemorandum Account: Cash distributions and equity earnings in (excess) of investment balance
Beginning balance12/31/2021$2,391 $— $— $— 
ADES proportionate share of net loss from Tinuum ServicesFirst Quarter(180)(180)— — 
Cash distributions from Tinuum ServicesFirst Quarter(1,501)— 1,501 — 
Total investment balance, equity earnings and cash distributions3/31/2022$710 $(180)$1,501 $— 
ADES proportionate share of net income from Tinuum ServicesSecond Quarter$85 $85 $— $— 
Cash distributions from Tinuum ServicesSecond Quarter(974)— 974 — 
Adjustment for current year cash distributions in excess of investment balanceSecond Quarter179 179 — (179)
Total investment balance, equity earnings and cash distributions6/30/2022$— $264 $974 $(179)
The following table details the carrying value of the Company's respective equity method investments included in the Equity method investments line item on the Condensed Consolidated Balance Sheets and indicates the Company's maximum exposure to loss:
 As of
(in thousands)June 30,
2022
December 31,
2021
Equity method investment in Tinuum Services$— $2,391 
Total equity method investments$— $2,391 
17

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table details the components of the Company's respective equity method investments included in the "Earnings from equity method investments" line item on the Condensed Consolidated Statements of Operations:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2022202120222021
Earnings from Tinuum Group$2,125 $19,125 $3,137 $35,487 
Earnings from Tinuum Services264 2,312 84 4,262 
Earnings from other— — — 
Earnings from equity method investments$2,389 $21,437 $3,222 $39,749 
The following table details the components of the cash distributions from the Company's respective equity method investments included as a component of cash flows from operating activities and investing activities in the Condensed Consolidated Statements of Cash Flows. Distributions from equity method investees are reported in the Condensed Consolidated Statements of Cash Flows as "Distributions from equity method investees, return on investment" as a component of cash flows from operations until such time as the carrying value in an equity method investee company is reduced to zero. Thereafter, such distributions are reported as "Distributions from equity method investees in excess of cumulative earnings" as a component of cash flows from investing activities.
Six Months Ended June 30,
(in thousands)20222021
Distributions from equity method investees, return on investment
Tinuum Services$2,297 $5,002 
Tinuum Group— 14,142 
$2,297 $19,144 
Distributions from equity method investees in excess of investment basis
Tinuum Group$3,137 $24,732 
Tinuum Services179 — 
$3,316 $24,732 
Note 10 - Stockholders' Equity
Stock Repurchase Program
In November 2018, the Board authorized the Company to purchase up to $20.0 million of its outstanding common stock under a stock repurchase program (the "Stock Repurchase Program"), which was to remain in effect until December 31, 2019 unless otherwise modified by the Board. In November 2019, the Board authorized an incremental $7.1 million to the Stock Repurchase Program and provided that it will remain in effect until all amounts are utilized or it is otherwise modified by the Board.
As of June 30, 2022, the Company had $7.0 million remaining under the Stock Repurchase Program.
Tax Asset Protection Plan
U.S. federal income tax rules, and Section 382 of the Internal Revenue Code in particular, could substantially limit the use of net operating losses and tax credits if the Company experiences an "ownership change" (as defined in the Internal Revenue Code). In general, an ownership change occurs if there is a cumulative change in the ownership of the Company by "5 percent stockholders" that exceeds 50 percentage points over a rolling three-year period.
On May 5, 2017, the Board approved the declaration of a dividend of rights to purchase Series B Junior Participating Preferred Stock for each outstanding share of common stock as part of a tax asset protection plan (the "TAPP") designed to protect the Company’s ability to utilize its net operating losses and tax credits. The TAPP is intended to act as a deterrent to any person acquiring beneficial ownership of 4.99% or more of the Company’s outstanding common stock.
On March 15, 2022, the Board approved the Fifth Amendment to the TAPP (the "Fifth Amendment"), which amends the TAPP, as previously amended by the First, Second, Third and Fourth Amendments that were approved the Board on April 6, 2018, April 5, 2019, April 9, 2020 and April 9, 2021, respectively. The Fifth Amendment amends the definition of "Final Expiration Date" under the TAPP to extend the duration of the TAPP and makes associated changes in connection therewith. Pursuant to
18

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
the Fifth Amendment, the Final Expiration Date shall be the close of business on the earlier of (i) December 31, 2023 or (ii) December 31, 2022 if stockholder approval of the Fifth Amendment has not been obtained prior to such date. At the Company's 2022 annual meeting of stockholders, the Company's stockholders approved the Fifth Amendment, thus the Final Expiration Date will be the close of business on December 31, 2023.
Note 11 - Stock-Based Compensation
The Company grants equity-based awards to employees, non-employee directors and consultants that may include, but are not limited to, RSA's, PSU's, restricted stock units and stock options. Stock-based compensation expense related to manufacturing employees and administrative employees is included within the "Cost of revenue" and "Payroll and benefits" line items, respectively, in the Condensed Consolidated Statements of Operations. Stock-based compensation expense related to non-employee directors and consultants is included within the "General and administrative" line item in the Condensed Consolidated Statements of Operations.
Total stock-based compensation expense for the three and six months ended June 30, 2022 and 2021 was as follows:
 Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2022202120222021
RSA expense$393 $511 $820 $918 
PSU expense91 55 128 69 
Total stock-based compensation expense$484 $566 $948 $987 
The amount of unrecognized compensation cost as of June 30, 2022, and the expected weighted-average period over which the cost will be recognized is as follows:
As of June 30, 2022
(in thousands, expect years)Unrecognized Compensation CostExpected Weighted-
Average Period of
Recognition (in years)
RSA expense$3,051 2.20
PSU expense735 1.82
Total unrecognized stock-based compensation expense$3,786 2.13
Restricted Stock
Restricted stock is typically granted with vesting terms of three years. The fair value of RSA's is determined based on the closing price of the Company’s common stock on the authorization date of the grant multiplied by the number of shares subject to the stock award. Compensation expense for RSA's is generally recognized on a straight-line basis over the entire vesting period.
A summary of RSA activity under the Company's various stock compensation plans for the six months ended June 30, 2022 is presented below:
Restricted StockWeighted-Average Grant Date Fair Value
Non-vested at January 1, 2022531,623 $5.94 
Granted336,079 $6.40 
Vested(229,871)$6.54 
Forfeited(41,974)$6.00 
Non-vested at June 30, 2022595,857 $5.95 
19

Advanced Emissions Solutions, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Performance Share Units
Compensation expense is recognized for PSU's on a straight-line basis over the applicable service period, which is generally three years, based on the estimated fair value at the date of grant using a Monte Carlo simulation model. A summary of PSU activity for the six months ended June 30, 2022 is presented below:
UnitsWeighted-Average
Grant Date
Fair Value
Aggregate Intrinsic Value (in thousands)Weighted-Average
Remaining
Contractual
Term (in years)
PSU's outstanding, January 1, 202288,026 $6.65 
Granted60,565 9.59 
Vested / Settled— — 
Forfeited / Canceled— — 
PSU's outstanding, June 30, 2022148,591 $7.85 $697 1.82
Note 12 - Income Taxes
For the three and six months ended June 30, 2022 and 2021, the Company's income tax expense and effective tax rates were:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands, except for rate)2022202120222021
Income tax expense$— $4,943 $— $9,432 
Effective tax rate— %23 %— %24 %
The effective rate for the three and six months ended June 30, 2022 was zero, as the Company incurred pretax loss for this period and the resultant tax benefit was offset by a valuation allowance recorded as of June 30, 2022, as the Company expects to incur pretax loss for the year ended December 31, 2022. The effective rate for the three and six months ended June 30, 2021 was higher from the federal statutory rate primarily from the impact of estimated state income taxes.
The Company assesses a valuation allowance recorded against deferred tax assets at each reporting date. The determination of whether a valuation allowance for deferred tax assets is appropriate requires the evaluation of positive and negative evidence that can be objectively verified. Consideration must be given to all sources of taxable income available to realize deferred tax assets, including, as applicable, the future reversal of existing temporary differences, future taxable income forecasts exclusive of the reversal of temporary differences and carryforwards, taxable income in carryback years and tax planning strategies. In estimating income taxes, the Company assesses the relative merits and risks of the appropriate income tax treatment of transactions taking into account statutory, judicial and regulatory guidance.
20



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of our operations should be read together with the unaudited Condensed Consolidated Financial Statements and notes of Advanced Emissions Solutions, Inc. ("ADES" or the "Company") included elsewhere in Item 1 of Part I ("Item 1") of this Quarterly Report and with the audited consolidated financial statements and the related notes of ADES included in the 2021 Form 10-K.
The results of operations discussed in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" are those of ADES and its consolidated subsidiaries, collectively, the "Company," "we," "our" or "us."
Overview
We sell consumable products that utilize AC and chemical-based technologies to a broad range of customers, including coal-fired utilities, industrials, water treatment plants, and other diverse markets through a customer supply agreement described below. Our primary products are comprised of AC, which is produced from a variety of carbonaceous raw materials. Our AC products include both powdered activated carbon ("PAC") and granular activated carbon ("GAC"). Our proprietary technologies and associated product offerings provide purification solutions to enable our customers to reduce certain contaminants and pollutants to meet the challenges of existing and potential future regulations. Additionally, we own an associated lignite mine which supplies the primary raw material for the manufacturing of our products.
Through December 31, 2021, we generated substantial earnings from our equity investments in Tinuum Group and Tinuum Services. Both entities ceased operations effective December 31, 2021 as a result of the expiration of a tax credit program under the Section 45 Tax Credit Program. Tinuum Group provided reduction of mercury and nitrogen oxide ("NOx") emissions at select coal-fired power generators through the production and sale of refined coal ("RC") which qualified for tax credits under the Section 45 Tax Credit Program ("Section 45 tax credits"). We also earned royalties for technologies which were licensed to Tinuum Group and used at certain RC facilities to enhance combustion and reduced emissions of NOx and mercury from coal burned to generate electrical power. Tinuum Services operated and maintained the RC facilities under operating and maintenance agreements with Tinuum Group and owners or lessees of the RC facilities. Presently, both Tinuum Group and Tinuum Services continue to wind-down their operations, and we expect to receive final cash distributions from these entities during 2022.
Given the wind-down of Tinuum Group and Tinuum Services and the impact on our financial statements, we determined the historical RC segment no longer met the qualitative or quantitative criteria to be considered a reporting segment under U.S. GAAP. As a result, as well as the method in which the chief operating decision maker allocates resources, beginning January 1, 2022, we determined that we had one reportable segment, and therefore have removed segment disclosures for this Quarterly Report.
Drivers of Demand and Key Factors Affecting Profitability
Drivers of demand and key factors affecting our profitability are sales of our consumables-based solutions for coal-fired power generation, industrials, municipal water customers and other diverse markets served by Norit, whom we supply through the Supply Agreement discussed below. Our operating results are influenced by: (1) changes in our sales volumes; (2) changes in price and product mix; (3) changes in coal-fired dispatch and electricity power generation sources and (4) changes in demand for contaminant removal within water treatment facilities. During the three months ended June 30, 2022, we have continued to see increases in demand for our AC products. As such, we continue to purchase inventory to supplement customer demands in excess of our production capacity and to achieve our target inventory levels.
Supply Agreement
On September 30, 2020, we and Norit entered into the Supply Agreement pursuant to which we agreed to sell and deliver to Norit, and Norit agreed to purchase and accept from us, Furnace Products. Under the Supply Agreement, Norit reimburses us for certain capital expenditures incurred by us that are necessary to manufacture the Furnace Products. Reimbursements are comprised of revenues earned from capital expenditures incurred that will benefit both us and Norit (referred to as "Shared Capital") and revenues earned from capital expenditures incurred that will benefit Norit exclusively (referred to as "Specific Capital"). In the event that Norit ceases to make purchases under the Supply Agreement, Norit is obligated to pay the balance of any outstanding payments for Specific Capital.
On February 25, 2022, we received $10.6 million in cash from Norit (the "Norit Payment") as a result of a change in control provision in the Supply Agreement (the "Change in Control"), which occurred as a result of the sale of Norit by its parent, Cabot Corporation. Under the Change in Control, we received from Norit full payment of all amounts outstanding under the Reclamation Reimbursement (defined below), payment of all unbilled amounts related to Specific Capital for expenditures
21


incurred through February 28, 2022 and payment of $0.8 million related to additional Reclamation Costs (the "Norit Reclamation Costs"). Under the Reclamation Contract, we were obligated to remit payment for the Norit Reclamation Costs to the third-party operator of Marshall Mine, and such payment was remitted in March 2022. The Change in Control did not impact any other provisions of the Supply Agreement.
As of February 25, 2022, the carrying value of the Reclamation Reimbursement was $9.0 million and was reflective of the principal balance, adjusted for accretion of interest and payments made to date. Under the Change in Control, we received $8.5 million in cash for full payment of the outstanding Reclamation Reimbursement. We concluded that the cash proceeds received represented an early payment of a receivable based on a change in contractual terms and accounted for the difference between the cash proceeds received and the carrying amount of the Reclamation Reimbursement of $0.5 million as a loss, which is included within the "Other Income (Expense)" line item in the Condensed Consolidated Statement of Operation for the six months ended June 30, 2022.
Acquisition of Marshall Mine
Concurrently with the execution of the Supply Agreement, on September 30, 2020, we completed the Marshall Mine Acquisition for a nominal cash purchase price. Marshall Mine is a lignite mine located outside of Marshall, Texas. We independently determined to immediately shutter the Marshall Mine and commenced full reclamation activities under the Reclamation Contract. As of June 30, 2022, we have materially completed the dirt work (i.e., contouring, backfilling, etc.) related to the Reclamation Contract.
Under the terms of the Supply Agreement, Norit was obligated to reimburse us for $10.2 million, inclusive of interest, over a 13-year term (the "Reclamation Reimbursement") for a portion of the Reclamation Costs. As discussed above, on February 25, 2022 as part of the Change in Control, Norit fully paid the outstanding amount owed under the Reclamation Reimbursement and has no further liability related to the Marshall Mine.
As the owner of the Marshall Mine, we were required to post the MM Surety Bond with a regulatory commission to ensure performance of our reclamation activities in the amount of $30.0 million. On June 7, 2021, the regulatory commission agreed to reduce the MM Surety Bond amount to $16.6 million. As required by our surety bond provider for both the Marshall Mine and Five Forks Mine, we posted collateral of $10.0 million as of June 30, 2022 in the form of restricted cash.
Results of Operations
For the three and six months ended June 30, 2022, we recognized net loss of $0.3 million and $3.4 million, respectively, compared to net income of $16.6 million and $30.3 million for the three and six months ended June 30, 2021, respectively. The most significant factor impacting results period over period was the decrease in equity earnings from Tinuum Group as the ability to generate Section 45 tax credits, the driver for Tinuum Group's operations, ceased as of December 31, 2021.
The following sections provide additional information regarding these comparable periods. For comparability purposes, the following tables set forth our results of operations for the periods presented in the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report. The current year period to prior year period comparisons of financial results may not be indicative of financial results to be achieved in future periods.
22


Comparison of the Three Months Ended June 30, 2022 and 2021
Total Revenue and Cost of Revenue
A summary of the components of our revenues and cost of revenue for the three months ended June 30, 2022 and 2021 is as follows:
Three Months Ended June 30,Change
(in thousands, except percentages)
20222021($)(%)
Revenues:
Consumables$24,739 $17,408 $7,331 42 %
License royalties, related party— 3,657 (3,657)(100)%
Total revenues$24,739 $21,065 $3,674 17 %
Operating expenses:
Consumables cost of revenue, exclusive of depreciation and amortization$19,910 $14,732 $5,178 35 %
Consumables and consumables cost of revenue
For the three months ended June 30, 2022, consumables revenues increased from the comparable quarter in 2021 primarily driven by higher product volumes, which comprised $4.6 million of the total change. Product volumes were higher among power generation customers primarily due to higher natural gas prices and higher demand for electricity compared to the same quarter in 2021, which contributed to increased utilization of coal-fired generation and increased demand for our products. Total consumables revenues also increased due to favorable pricing mix of our products by approximately $2.0 million.
Consumables gross margin, exclusive of depreciation and amortization, increased for the three months ended June 30, 2022 compared to the corresponding quarter in 2021 primarily due to the higher product volumes, which resulted in lower fixed costs per pound, as well as increases in the prices of our products. Offsetting these improvements for the three months ended June 30, 2022, consumables gross margin was negatively impacted by higher prices for key raw materials, transportation, including fuel, and other operational costs to produce and deliver our products. Further negatively impacting consumables gross margin was the requirement to purchase inventory due to increased demand for our products and high operating utilization of the Red River Plant. We will continue to need to maintain targeted inventory levels and therefore we expect to continue to purchase inventory at least through the remainder of 2022 as a result of ongoing increased demand for our products and continued high operating utilization at the Red River Plant. We will continue to evaluate the need for additional inventory purchases in subsequent years. In 2023, we expect to complete a turnaround at the Red River Plant and, as a result, we anticipate that our consumables gross margin will be negatively impacted.
We expect that consumables revenues and gross margin will continue to be positively impacted by our product price increase announced in the second quarter of 2022 and our efforts to move our product mix to higher margin products. We anticipate that the product price increases will help offset both the inflation we are experiencing in many of our operating costs and the higher operating costs from purchasing inventory. We also expect that changes in product mix due to the loss of certain power generation customers who are permanently shuttering certain operations as part of scheduled closures will also continue to improve our consumables gross margin.
Consumables revenues continues to be affected by electricity demand driven by seasonal weather and related power generation needs, as well as competitor prices related to alternative power generation sources such as natural gas and renewables.
License royalties, related party
As discussed above, Tinuum Group ceased operations as of December 31, 2021 and as a result for the three months ended June 30, 2022, we did not recognize any revenues from license royalties from Tinuum Group.
23


Other Operating Expenses
A summary of the components of our operating expenses for the three months ended June 30, 2022 and 2021, exclusive of cost of revenue items (presented above), is as follows:
Three Months Ended June 30,Change
(in thousands, except percentages)
20222021($)(%)
Operating expenses:
Payroll and benefits$2,519 $2,908 $(389)(13)%
Legal and professional fees1,555 1,431 124 %
General and administrative1,869 1,593 276 17 %
Depreciation, amortization, depletion and accretion1,588 1,904 (316)(17)%
Loss (gain) on change in estimate, asset retirement obligation34 (1,942)1,976 (102)%
$7,565 $5,894 $1,671 28 %
Payroll and benefits
Payroll and benefits expenses, which represent costs related to selling, general and administrative personnel, decreased for the three months ended June 30, 2022 compared to the corresponding quarter in 2021 primarily due to a decrease in payroll-related expenses of employees as our headcount decreased quarter over quarter.
Legal and professional fees
Legal and professional fees increased for the three months ended June 30, 2022 compared to the corresponding quarter in 2021 as a result of an increase in costs incurred related to our strategic alternatives review process, and was comprised mostly of consulting fees.
General and administrative
General and administrative expenses increased for the three months ended June 30, 2022 compared to the corresponding quarter in 2021 primarily due to an increase in rent and occupancy expense of $0.2 million and general and administrative expenses, including travel, of $0.1 million.
Depreciation, amortization, depletion and accretion
Depreciation and amortization expense decreased for the three months ended June 30, 2022 compared to the corresponding quarter in 2021 primarily due to higher production volumes compared to sales volumes for the three months ended June 30, 2022, resulting in $0.2 million less absorption of depreciation in inventory. Further driving the decrease was a decrease in accretion expense of $0.2 million related to the Marshall Mine ARO.
24


Loss (gain) on change in estimate, asset retirement obligation
As of June 30, 2022, we revised our estimate of future obligations owed for reclamation of the Marshall Mine primarily based on a change in the timing of estimated payments for future reclamation requirements. As a result, we increased the Marshall Mine ARO by $34.0 thousand as of June 30, 2022 and recognized a corresponding loss on change in estimate in the Condensed Consolidated Statements of Operations for the three months ended June 30, 2022.
As of June 30, 2021, we revised our estimate of future obligations owed for reclamation of the Marshall Mine primarily based on scope reductions related to future reclamation requirements. As a result, we reduced the Marshall Mine ARO by $1.9 million as of June 30, 2021 and recognized a corresponding gain on change in estimate in the Condensed Consolidated Statements of Operations for the three months ended June 30, 2021.
Other Income (Expense), net
A summary of the components of other income (expense), net for the three months ended June 30, 2022 and 2021 is as follows:
Three Months Ended June 30,Change
(in thousands, except percentages)
20222021($)(%)
Other income (expense):
Earnings from equity method investments$2,389 $21,437 $(19,048)(89)%
Interest expense(90)(493)403 (82)%
Other111 150 (39)(26)%
Total other income$2,410 $21,094 $(18,684)(89)%
Earnings from equity method investments
As discussed above, both Tinuum Group and Tinuum Services ceased operations as of December 31, 2021 and as a result for the three months ended June 30, 2022, we recognized significantly lower earnings from Tinuum Group and Tinuum Services. The following table details the components of our respective equity method investments included in the Earnings from equity method investments line item in the Condensed Consolidated Statements of Operations:
Three Months Ended June 30,
(in thousands)20222021
Earnings from Tinuum Group$2,125 $19,125 
Earnings from Tinuum Services264 2,312 
Earnings from equity method investments$2,389 $21,437 
For the three months ended June 30, 2022, we recognized $2.1 million in equity earnings from Tinuum Group compared to our proportionate share of Tinuum Group's net loss of $0.7 million for the quarter. For the three months ended June 30, 2021, we recognized $19.1 million in equity earnings from Tinuum Group compared to our proportionate share of Tinuum Group's net income of $12.1 million for the quarter. For both of these quarters, the difference between our pro-rata share of Tinuum Group's net (loss) income and our earnings from the Tinuum Group equity method investment as reported on the Condensed Consolidated Statements of Operations is the result of cumulative distributions received from Tinuum Group being in excess of the carrying value of the investment, and therefore we recognize such excess distributions as equity method earnings in the period the distributions occur. For the remainder of 2022, we expect to recognize such excess contributions as equity method earnings in the period the distributions occur, limited to the carrying value of the Tinuum Group equity investment.
For the three months ended June 30, 2022, we recognized $0.3 million in equity earnings from Tinuum Services compared to our proportionate share of Tinuum Services' net income of $0.1 million for this quarter. The difference between our pro-rata share of Tinuum Services' net income and our earnings from the Tinuum Services equity method investment as reported on the Condensed Consolidated Statements of Operations is the result of cumulative distributions received from Tinuum Services being in excess of the carrying value of the investment, and therefore we recognize such excess distributions as equity method earnings in the period the distributions occur. For the three months ended June 30, 2021, we recognized $2.3 million in equity earnings from Tinuum Services, which was our proportionate share of Tinuum Services' net income of $4.6 million for the quarter.
Additional information related to equity method investments is included in Note 9 to the Condensed Consolidated Financial Statements included in Item 1 of this Report.
25


Interest expense
For the three months ended June 30, 2022, interest expense decreased $0.4 million compared to the three months ended June 30, 2021 primarily due to the pay-off of a senior term loan as of June 1, 2021.
Income tax expense
For the three months ended June 30, 2022, we recorded no income tax expense or benefit compared to income tax expense of $4.9 million for the three months ended June 30, 2021 primarily due to pretax loss for the three months ended June 30, 2022 of $0.3 million compared to pretax income for the three months ended June 30, 2021 of $21.5 million. We did not recognize a tax benefit for the three months ended June 30, 2022 related to the pretax loss for this period, as we recorded a valuation allowance as of June 30, 2022 primarily based on our forecast of pretax loss for the year ended December 31, 2022.
Comparison of the Six Months Ended June 30, 2022 and 2021
Total Revenue and Cost of Revenue
A summary of the components of our revenues and cost of revenue for the six months ended June 30, 2022 and 2021 is as follows:
Six Months Ended June 30,Change
(in thousands, except percentages)
20222021($)(%)
Revenues:
Consumables$51,141 $35,949 $15,192 42 %
License royalties, related party— 7,723 (7,723)(100)%
Total revenues$51,141 $43,672 $7,469 17 %
Operating expenses:
Consumables cost of revenue, exclusive of depreciation and amortization$41,417 $28,716 $12,701 44 %
Consumables and consumables cost of revenue
For the six months ended June 30, 2022, consumables revenues increased from the comparable period in 2021 primarily driven by higher product volumes, which comprised approximately $9.5 million of the total change. Product volumes in 2022 were higher in power generation primarily due to higher natural gas prices compared to the prior year period, which contributed to increased demand for our products. Total consumables revenues also increased due to favorable selling prices of our products by approximately $4.8 million.
Consumables gross margin, exclusive of depreciation and amortization, decreased for the six months ended June 30, 2022 compared to the corresponding period in 2021. For the six months ended June 30, 2022, our consumables gross margin was negatively impacted by higher prices for key raw materials, transportation, including fuel, and other operational costs to produce and deliver our products. Further negatively impacting consumables gross margin was an increase during the six months ended June 30, 2022 compared to the prior year period in the amount of purchased inventory to meet customer demand for our products and supplement the higher operating utilization of the Red River Plant. Offsetting these negative impacts were higher product volumes, which resulted in lower fixed costs per pound, as well as increases in the prices of our products which were mostly in place as of the beginning of April 2022.
License royalties, related party
As discussed above, Tinuum Group ceased operations as of December 31, 2021 and as a result, for the six months ended June 30, 2022, we did not recognize any revenues from license royalties from Tinuum Group.
26


Other Operating Expenses
A summary of the components of our operating expenses, exclusive of cost of revenue items (presented above), for the six months ended June 30, 2022 and 2021 is as follows:
Six Months Ended June 30,Change
(in thousands, except percentages)
20222021($)(%)
Operating expenses:
Payroll and benefits$5,145 $5,377 $(232)(4)%
Legal and professional fees3,727 3,234 493 15 %
General and administrative3,795 3,508 287 %
Depreciation, amortization, depletion and accretion3,094 4,010 (916)(23)%
Loss (gain) on change in estimate, asset retirement obligation34 (1,942)1,976 (102)%
$15,795 $14,187 $1,608 11 %
Payroll and benefits
Payroll and benefits expenses decreased for the six months ended June 30, 2022 compared to the same period in 2021 primarily due to a decrease of $0.6 million due to reduction in headcount. Offsetting these decreases was an increase in expense of $0.4 million related to the Amended Retention Agreements.
Legal and professional fees
Legal and professional fees increased for the six months ended June 30, 2022 compared to the same period in 2021 primarily as a result of costs an increase in costs incurred related to our strategic alternatives review process, and was comprised mostly of consulting fees of $0.5 million.
General and administrative
General and administrative expenses increased for the six months ended June 30, 2022 compared to the same period in 2021 primarily due to an increase in rent and occupancy expense of $0.1 million, research and development expense of $0.1 million and travel of $0.1 million.
Depreciation, amortization, depletion and accretion
Depreciation and amortization expense decreased for the six months ended June 30, 2022 compared to the same period in 2021 primarily due to higher production volumes during the six months ended June 30, 2022, resulting in $0.6 million less absorption of depreciation in inventory. Further driving the decrease was a decrease in accretion expense of $0.3 million related to the reduction of the Marshall Mine ARO compared to prior year period and a decrease in amortization expense of $0.2 million related to patents. Offsetting the net decrease period over period was an increase in depreciation expense of $0.1 million related to an increase in our property, plant and equipment as of June 30, 2022 compared to June 30, 2021.
Loss (gain) on change in estimate, asset retirement obligation
As previously discussed, we recorded a loss on change in estimate of $34.0 thousand primarily based on a change in the timing of estimated payments for future reclamation requirements of the Marshall Mine, which is included in the Condensed Consolidated Statements of Operations for the six months ended June 30, 2022.
As previously discussed, we recorded a gain on change in estimate of $1.9 million related to a reduction in scope of our future reclamation efforts of the Marshall Mine, which is included in the Condensed Consolidated Statements of Operations for the six months ended June 30, 2021.
27


Other Income (Expense), net
A summary of the components of our other income (expense), net for the six months ended June 30, 2022 and 2021 is as follows:
Six Months Ended June 30,Change
(in thousands, except percentages)
20222021($)(%)
Other income (expense):
Earnings from equity method investments$3,222 $39,749 $(36,527)(92)%
Interest expense(176)(1,330)1,154 (87)%
Other(334)571 (905)(158)%
Total other income$2,712 $38,990 $(36,278)(93)%

Earnings from equity method investments
The following table details the components of our respective equity method investments included within the Earnings from equity method investments line item on the Condensed Consolidated Statements of Operations:
Six Months Ended June 30,
(in thousands)20222021
Earnings from Tinuum Group$3,137 $35,487 
Earnings from Tinuum Services84 4,262 
Earnings from other— 
Earnings from equity method investments$3,222 $39,749 
For the six months ended June 30, 2022, we recognized $3.1 million in equity earnings from Tinuum Group compared to our proportionate share of Tinuum Group's net loss of $1.5 million for the period. For the six months ended June 30, 2021, we recognized $35.5 million in equity earnings from Tinuum Group compared to our proportionate share of Tinuum Group's net income of $22.9 million for the period. For both of these periods, the difference between our pro-rata share of Tinuum Group's net (loss) income and our earnings from Tinuum Group equity method investment as reported on the Condensed Consolidated Statements of Operations is the result of cumulative distributions received from Tinuum Group being in excess of the carrying value of the investment, and therefore we recognize such excess distributions as equity method earnings in the period the distributions occur.
For the six months ended June 30, 2022, we recognized $0.1 million in equity earnings from Tinuum Services compared to our proportionate share of Tinuum Services' net loss of $0.1 million for this period. The difference between our pro-rata share of Tinuum Services' net loss and our earnings from the Tinuum Services equity method investment as reported on the Condensed Consolidated Statements of Operations is the result of cumulative distributions received from Tinuum Services being in excess of the carrying value of the investment, and therefore we recognize such excess distributions as equity method earnings in the period the distributions occur. For the three months ended June 30, 2021, we recognized $4.3 million in equity earnings from Tinuum Services, which was our proportionate share of Tinuum Services' net income of $8.5 million for the quarter.
See additional information related to equity method investments is included in Note 9 to the Condensed Consolidated Financial Statements included in Part I - Item 1 of this Report.
Interest expense
For the six months ended June 30, 2022, interest expense decreased $1.2 million primarily due to the pay-off of a senior term loan as of June 1, 2021.
28


Other
On February 25, 2022, we received the Norit Payment as a result of the Change in Control, which occurred as a result of the sale of Norit by its parent, Cabot Corporation. Under the Change in Control, we received from Norit full payment of all amounts outstanding under the Reclamation Reimbursement, payment of all unbilled amounts related to Specific Capital for expenditures incurred through February 28, 2022 and payment of the Norit Reclamation Costs. Under the Reclamation Contract, we are obligated to remit payment for the Norit Reclamation Costs to the third-party operator of Marshall Mine within a specified timeframe, and such payment was remitted in March 2022.
As of February 25, 2022, the Reclamation Reimbursement was $9.0 million and was reflective of the principal balance adjusted for accretion of interest and collection of payments. Under the Change in Control, we received $8.5 million in cash in relation to the outstanding Reclamation Reimbursement. We applied the cash proceeds to the Reclamation Reimbursement and recognized a loss of $0.5 million, which is included in the "Other income (expense)" line item in the Condensed Consolidated Statement of Operations for the six months ended June 30, 2022.
Income tax expense
For the six months ended June 30, 2022, we recorded no income tax expense or benefit compared to income tax expense of $9.4 million for the six months ended June 30, 2021 primarily due to pretax loss for the six months ended June 30, 2022 of $3.4 million compared to pretax income for the six months ended June 30, 2021 of $39.8 million. We did not recognize a tax benefit for the six months ended June 30, 2022 related to the pretax loss for this period, as we recorded a valuation allowance as of June 30, 2022 primarily based on our forecast of pretax loss for the year ended December 31, 2022.

29


Non-GAAP Financial Measures
To supplement our financial information presented in accordance with U.S. GAAP (or "GAAP"), we provide non-GAAP measures of certain financial performance. These non-GAAP measures include Consolidated EBITDA and Consolidated Adjusted EBITDA. We have included these non-GAAP measures because management believes that they help to facilitate period to period comparisons of our operating results and provide useful information to both management and users of the financial statements by excluding certain expenses, gains and losses which may not be indicative of core operating results and business outlook. Management uses these non-GAAP measures in evaluating the performance of our business.
These non-GAAP measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. These measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures.
We define Consolidated EBITDA as net income adjusted for the impact of the following items that are either non-cash or that we do not consider representative of our ongoing operating performance: depreciation, amortization, depletion, accretion, amortization of upfront customer consideration, which was recorded in conjunction with the Marshall Mine Acquisition ("Upfront Customer Consideration"), interest expense, net and income taxes. We define Consolidated Adjusted EBITDA as Consolidated EBITDA reduced by the non-cash impact of equity earnings from equity method investments, increased by cash distributions from equity method investments and loss on early settlement of the Norit Receivable and the change in ARO as a result of a change in estimate. Because Consolidated Adjusted EBITDA omits certain non-cash items, we believe that the measure is less susceptible to variances that affect our operating performance.
When used in conjunction with GAAP financial measures, we believe these non-GAAP measures are supplemental measures of operating performance which explain our operating performance for our period-to-period comparisons and against our competitors' performance. Generally, we believe these non-GAAP measures are less susceptible to variances that affect our operating performance results.
We expect the adjustments to Consolidated EBITDA and Consolidated Adjusted EBITDA in future periods will be generally similar. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analyzing our results as reported under GAAP.
Consolidated EBITDA and Adjusted EBITDA
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2022202120222021
Net (loss) income$(326)$16,590 $(3,359)$30,327 
Depreciation, amortization, depletion and accretion1,588 1,904 3,094 4,010 
Amortization of Upfront Customer Consideration127 127 254 254 
Interest expense, net54 434 118 1,163 
Income tax expense— 4,943 — 9,432 
Consolidated EBITDA1,443 23,998 107 45,186 
Cash distributions from equity method investees3,100 20,625 5,613 43,876 
Equity earnings