ades-20250930

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 10-Q

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☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			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

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ARQ, INC.

(Exact name of registrant as specified in its charter)

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Delaware						27-5472457
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

8051 E. Maplewood Ave., Ste. 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)

______________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001 per share

ARQ

Nasdaq Global Market

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 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 ☒

As of November 3, 2025, there were 42,693,884 outstanding shares of Arq, Inc. common stock, par value $0.001 per share.

INDEX


		PAGE
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and September 30, 2024	2
	Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Ni ne Months Ended September 30, 2025 and September 30, 2024	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and September 30, 2024	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II. - OTHER INFORMATION

Item 1.	Legal Proceedings	31
Item 1a.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
	Signatures	33

Part I. – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Arq, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)


	As of
(in thousands, except share data)	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash	$	7,026	$	13,516
Receivables, net	14,364		14,876

Inventories, net	15,744		19,314




Prepaid expenses and other current assets	6,793		4,650
Total current assets	43,927		52,356
Restricted cash, long-term	8,467		8,719
Property, plant and equipment, net of accumulated depreciation of $32,429 and $26,619, respectively	180,724		178,564





Other long-term assets, net	44,828		44,729
Total Assets	$	277,946	$	284,368
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	13,114	$	21,017
Revolving credit facility	15,951		13,828
Current portion of long-term debt obligations	1,102		1,624



Other current liabilities	9,651		8,184
Total current liabilities	39,818		44,653
Long-term debt obligations, net of current portion	8,801		9,370




Other long-term liabilities	12,173		13,069
Total Liabilities	60,792		67,092
Commitments and contingencies (Note 6)

Stockholders’ equity:
Preferred stock: par value of $0.001 per share, 50,000,000 shares authorized, none issued or outstanding	—		—
Common stock: par value of $0.001 per share, 100,000,000 shares authorized, 47,307,611 and 46,639,930 shares issued, and 42,689,465 and 42,021,784 shares outstanding at September 30, 2025 and December 31, 2024, respectively	47		47
Treasury stock, at cost: 4,618,146 and 4,618,146 shares as of September 30, 2025 and December 31, 2024, respectively	(47,692)		(47,692)
Additional paid-in capital	200,948		198,487
Retained earnings	63,851		66,434

Total Stockholders’ Equity	217,154		217,276
Total Liabilities and Stockholders’ Equity	$	277,946	$	284,368

See Notes to the Condensed Consolidated Financial Statements.

Arq, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2025		2024		2025		2024






Revenue	$	35,074	$	34,774	$	90,905	$	81,919

Cost of revenue, exclusive of depreciation and amortization	24,965		21,339		61,363		52,279


Operating expenses:



Selling, general and administrative	4,624		8,058		16,595		22,735

Research and development	2,566		787		6,137		3,341

Depreciation, amortization, depletion and accretion	3,758		2,716		8,424		6,090

(Gain) loss on sale of assets	—		(154)		118		(154)
Total operating expenses	10,948		11,407		31,274		32,012
Operating (loss) income	(839)		2,028		(1,732)		(2,372)
Other income (expense):
Earnings from equity method investments	83		127		238		127

Interest expense	(587)		(806)		(1,905)		(2,426)




Other income	690		268		816		931
Total other income (expense)	186		(411)		(851)		(1,368)
(Loss) income before income taxes	(653)		1,617		(2,583)		(3,740)
Income tax expense	—		—		—		30
Net (loss) income	$	(653)	$	1,617	$	(2,583)	$	(3,770)
(Loss) income per common share (Note 1):
Basic	$	(0.02)	$	0.04	$	(0.06)	$	(0.11)
Diluted	$	(0.02)	$	0.04	$	(0.06)	$	(0.11)
Weighted-average number of common shares outstanding:
Basic	41,606		36,124		41,478		34,085
Diluted	41,606		37,442		41,478		34,085

See Notes to the Condensed Consolidated Financial Statements.

Arq, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)


	Common Stock			Treasury Stock
(in thousands, except share data)	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Retained Earnings		Total Stockholders’ Equity
Balances, January 1, 2025	46,639,930	$	47	(4,618,146)	$	(47,692)	$	198,487	$	66,434	$	217,276

Stock-based compensation	142,683	—		—	—		736		—		736



Repurchase of common shares to satisfy minimum tax withholdings	(214)	—		—	—		(42)		—		(42)





Net income	—	—		—	—		—		203		203
Balances, March 31, 2025	46,782,399	$	47	(4,618,146)	$	(47,692)	$	199,181	$	66,637	$	218,173
Stock-based compensation	414,763	—		—	—		734		—		734


Repurchase of common shares to satisfy minimum tax withholdings	(958)	—		—	—		(6)		—		(6)


Net loss	—	—		—	—		—		(2,133)		(2,133)
Balances, June 30, 2025	47,196,204	$	47	(4,618,146)	$	(47,692)	$	199,909	$	64,504	$	216,768
Stock-based compensation	113,436	—		—	—		1,053		—		1,053

Repurchase of common shares to satisfy minimum tax withholdings	(2,029)	—		—	—		(14)		—		(14)


Net loss	—	—		—	—		—

SEC Form 10-Q filed by Arq Inc.