U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

Amendment No. 1

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 20, 2014

 

 

ADVANCED EMISSIONS SOLUTIONS, INC.

(Name of registrant as specified in its charter)

 

 

 

Delaware   000-54992   27-5472457

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

9135 South Ridgeline Boulevard, Suite 200, Highlands Ranch, Colorado 80129

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 734-1727

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01 Regulation FD Disclosure

Advanced Emissions Solutions, Inc. is filing this Amendment No. 1 to Form 8-K to correct a typographical error on slide 11 in the slides for the Investor Presentation at the Singular Research Best of the Uncovereds Conference: Fall NYC Summit being held November 20, 2014 at the Westin Times Square in New York. The corrected slide states that there are 4 RC CCS operated facilities. The uncorrected slide stated there were 5 RC CCS operated facilities. The slides were furnished as Exhibit 99.2 to the company’s Current Report on Form 8-K filed on November 20, 2014.

A copy of the corrected slides is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 on Form 8-K, the information set forth in Item 7.01 of this Current Report, the investor presentation attached to this Current Report as Exhibit 99.2, is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits

(d) The following items are furnished as exhibits to this report:

 

99.1 November 2014 Investor Presentation, as corrected.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 20, 2014

 

Advanced Emissions Solutions, Inc.
Registrant

/s/ Michael D. Durham

Michael D. Durham
President and Chief Executive Officer

INDEX TO EXHIBITS

 

Exhibit
No.
   Description
99.1    November 2014 Investor Presentation, as corrected.


Singular Research Conference
November 20, 2014
www.advancedemissionssolutions.com
Exhibit 99.1


This presentation includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of
1934, which provides a "safe harbor" for such statements in certain circumstances. The forward-looking statements
include statements or expectations regarding future contracts, projects, demonstrations and technologies; amount and
timing of production of future RC operations and EC systems; our
ability to capitalize on and expand our business to meet
opportunities in our target markets and profit from our proprietary technologies; scope, timing and impact of regulations
and legislation; future supply and demand; the ability of our technologies to assist our customers in complying with
government regulations; the likelihood of identifying additional
adjustments to our 2011 and 2012 financial statements as
a result of our ongoing re-audits and the likelihood of restating such financial statements
and related matters. These
statements are based on current expectations, estimates, projections, beliefs and assumptions of our management. Such
statements involve significant risks and uncertainties. Actual events or results could differ materially from those discussed
in the forward-looking statements as a result of various factors, including but
not limited to, changes in laws, regulations
and IRS interpretations or guidance, government funding, accounting rules, prices, economic conditions and market
demand; timing of laws, regulations and any legal challenges to or repeal of them; failure of the RC facilities to produce
coal that qualifies for tax credits; termination of or amendments to the contracts for RC facilities; decreases in the
production of RC; failure to lease or sell the remaining RC facilities on a timely basis; our inability to ramp up operations
to effectively address expected growth or awarded contracts in our target markets; inability to commercialize our
technologies on favorable terms; impact of competition; availability, cost of and demand for alternative tax credit
vehicles and other technologies; technical, start-up and operational difficulties; availability of raw materials and
equipment; loss of key personnel; inability to
address the previously disclosed accounting matters, complete the on-going
re-audits of the 2011 and 2012 financial statements, and file any required restatements and periodic reports; risks relating
to the substantial costs and diversion of personnel’s attention and resources due to these matters and related litigation;
intellectual property infringement claims from third parties; seasonality and other factors discussed in greater detail in
our filings with the Securities and Exchange Commission (SEC). You are cautioned not to place undue reliance on such
statements and to consult our SEC filings for additional risks and uncertainties that may apply to our business and the
ownership of our securities. Our forward-looking statements are presented as of the date made, and we disclaim any duty
to update such statements unless required by law to do so.
©
2012-2014 Advanced Emissions Solutions, Inc.
-2-
SAFE
HARBOR


A family of companies that has been providing emission control
solutions to the power industry for more than 30 years
Portfolio of proprietary, low CAPEX technologies to meet pollution control mandates.  
20 US patents issued or allowed
Customers include most of the leading electric power companies
Strong
and
growing
cash
flows
from
Refined
Coal
business
through
2021
(CCS)
Emission Control business segment meeting MATS compliance market. Near-term
equipment market, longer-term compliance supply market (ADA and BCSI)
Headquartered in Highlands Ranch, Colorado
21.8 million shares outstanding
WHO WE ARE
ADA-ES, Inc.
100% owned ADES
BCSI, LLC
100% owned ADES
Clean Coal Solutions, LLC 
42.5% owned ADA-ES, Inc.
Operating Companies
©
2012-2014 Advanced Emissions Solutions, Inc.
-3-


-4-
Refined Coal-
$0 cost to utility
M-Prove
Technology ~$100k
capex, $1-$4/ton reduced
compliance cost
ACI/DSI-
$1-$3M in capex
Large E&C
firms
ACI System
DSI  System
©
2012-2014 Advanced Emissions Solutions, Inc.
Boiler
Coal Pile
ACI System for
Mercury Control
PORTFOLIO OF EMISSIONS CONTROL SOLUTIONS


Near-term growth opportunities
Refined Coal
Customers ordering and
installing MATS equipment 2012-
2016
We are a leading provider of
equipment to meet MATS
Activated Carbon Injection
Systems
Dry Sorbent Injection Systems
Created ~$700-900M equipment
market, ADES expects to
capture ~25-35% mkt share
More than $45M in new
equipment awards in 2014
MATS to create annual
market of $1-$2B for
consumables,
technology, and services
to maintain compliance
(e.g. AC, chemical
enhancements)
ADA offers proprietary
coal additive technology
and optimization
expertise that reduce AC
requirements
Equipment
Compliance
Mercury Control (MATS)
Clean Coal Solutions (CCS)
42.5% ADA-ES               
42.5% NexGen    
15% Goldman Sachs
28 RC facilities qualify for
Section 45 Tax Credits of
$6.60/ton (escalating)
through 2021
12 leased/sold RC facilities
generating more than
$150M in annual payments
to CCS (ADA 42.5%)
In total, all 28 RC facilities
expected to produce more
than 100MT/yr 
ADES’s 42.5% ownership in
CCS provides ~$1.35 per
leased ton of RC
MATS rule took effect in 2012, compliance by 2015-2016
-5-
©
2012-2014 Advanced Emissions Solutions, Inc.


-6-
©
2012-2014 Advanced Emissions Solutions, Inc.
MATS EQUIPMENT
AWARDS
WON
BY
ADA & BSCI


-7-
ACI Systems
DSI Systems
M-Prove
Technology
Powdered Activated Carbon
reduces mercury emissions in
the flue gas
Dry alkaline sorbents
injected in flue gas for
SO
2
and acid gas
control
M-Prove
technology
Optimization technology
Flue Gas Conditioning
Compliance Services
Equipment
Compliance
©
2012-2014 Advanced Emissions Solutions, Inc.
EMISSIONS
CONTROL
SOLUTIONS


April 2015/2016 MATS deadlines to drive market for compliance services,
including a $1 to $2 billion annual market for consumables
ADES operating companies offerings to include:
Chemicals
M-Prove
technology
RESPond
flue
gas conditioning technology
Optimization Services
Measurement and reporting services
Remote monitoring of operations
Compliance optimization services
Integration with other plant equipment
Aftermarket
Equipment upgrades, repairs, rebuilds, etc.
In-duct mixing equipment to minimize chemical requirements
-8-
©
2012-2014 Advanced Emissions Solutions, Inc.
EMISSION CONTROL—COMPLIANCE MARKET


-9-
ADES
42.5%
Section 45 of the Internal Revenue Code offers $6.60/ton in tax credits for the production
of pollution mitigating RC through 2021
Qualifying
RC
facilities
must
reduce
mercury
by
40+%
and
NO
x
by
20+%
and
have
been “placed in service”
on or prior to December 31, 2011
ADES affiliates¹
own 28 qualifying RC facilities expected to be located at plants that burn
100+ million tons of coal annually
Expect ~$300M in annual revenue to CCS
Expect
~$100
million
in
annual
tax
benefits
to
CCS
in
2015
2
Clean Coal Solutions Ownership Structure
1.
RC facilities owned by CCS; ADES owns 42.5% of CCS through ADA-ES, Inc.
2.
Expected to result in  ~$40 million in annual tax benefits to ADES through ADA-ES, Inc.’s 42.5% ownership in CCS.
©
2012-2014 Advanced Emissions Solutions, Inc.
REFINED
COAL
GOLDMAN
SACHS
15%
NEXGEN
42.5%


Initiate discussion with utility
Sign Non-Disclosure Agreement
Begin discussions with utility (senior leadership, legal, financial, environmental, plant
managers, coal suppliers, ash brokers, etc.)
Get go-ahead from the utility (this is different from signed agreements)
Get construction permit and long-term operating permits
Public Service Commission approval
Engineering/design work for long-term installation 
Purchase long-lead time items
Site access agreements
Complete and sign operating agreements (can be up to six different agreements)
Site preparation (has involved moving structures, underground pipes, etc.)
On site construction and installation (concrete pads, support buildings, etc.)
Chemical supply agreements
Hire and train local operators
Then begin full-time operations
©
2012-2014 Advanced Emissions Solutions, Inc.
-10-
TYPICAL
STEPS
TO
FULL-TIME
RC FACILITY
OPERATIONS


+100 MT/yr
+42MT/yr
12 RC facilities
leased/sold
Nov 2014
4 RC facilities
CCS-operated
Expect to treat more than 100MT/yr with 28 RC facilities
Most RC facilities to be in full-time operation by year end 2014, all by 1H2015
Full-Time Operations Road Map
1H2015
2021
RC facilities 
where
installation
work is
underway
RC facilities in
discussions for
final location
28 RC
facilities
in full-
time
operation
RC facilities in full-time operation
RC facilities in progress to full-time operation
RC facilities
with currently
committed
locations
~8
MT/yr
©
2012-2014 Advanced Emissions Solutions, Inc.
-11-
OUTLOOK FOR 28 RC FACILITIES
Expect approximately 15% of capacity to be CCS-operated to generate tax benefits


Help our clients meet new regulations
Greenhouse Gases
Coal Combustion Residuals
Effluents Guidelines
Advancing Cleaner Energy
New emissions regulations on the gas
industry
-12-
©
2012-2014 Advanced Emissions Solutions, Inc.
WHATS
NEXT


CO
2
CAPTURE
DEVELOPMENT
Developing proprietary solid sorbent
capture
technology
to
capture
CO
from
flue gas in conventional coal-fired boilers
DOE and industry funding:
Pilot plant
©
2012-2014 Advanced Emissions Solutions, Inc.
-13-
Phase I —
$3.8 million, R&D at 1 KWe
scale, completed in 2011
Phase II —
$22.6 million contract to
validate technology at 1 MWe scale
Pilot Design: 2012, Construction: 2013,
Testing: Fall 2014
Advantages over competing technologies:
Lower cost and less parasitic energy
2


-14-
Coal Combustion Residuals Regulation (CCR)
Draft rule in June 2010, final rule expected in 2014
Steam Effluent Limitation Guidelines (ELG)
Sets the first federal limits on the levels of toxic metals in wastewater
discharges from steam electric power plants
Draft rule in 2013
Final rule expected in late 2015
©
2012-2014 Advanced Emissions Solutions, Inc.
Pictures from recent ash pond spills
NEW
REGULATIONS
PENDING


RC opportunities expected to provide substantial
growth in revenues, profits and cash flows;
consistent revenue streams through 2021
Upcoming MATS compliance requirements are 
driving significant near-term market for equipment
Consumables and services to assure compliance
expected to produce additional growth beyond 
MATS equipment market
Developing solid sorbent capture technology to
capture CO
2
from flue gas in conventional coal-fired
boilers
KEY
TAKEAWAYS
©
2012-2014 Advanced Emissions Solutions, Inc.
-15-


-16-
The Company continues with its accounting review. Based on recent determinations the
Company is re-assessing the time required to finalize the re-audits and file any required
restatements.
Background
On April 24, 2014 the Company announced that it was unable to file its Annual Report on Form 10-K for the
fiscal year ended December 31, 2013 and that the financial statements for the quarters ended March 31, 2013,
June 30, 2013 and September 30, 2013 should no longer be relied upon and should be restated. At that time,
the Company also made a determination to have the previously issued financial statements for the years
ended December 31, 2011 and 2012 re-audited.
On August 21, 2014, based upon adjustments that have been identified to date as a result of the ongoing re-
audits, the Company announced that it had determined that the annual financial statements filed on Form 10-K
for the years ended December 31, 2011 and 2012  as well as any applicable financial statements filed on Form
10-Q during the relevant periods as previously issued should no longer be relied upon and will likely be
restated.
There
is
a
likelihood
of
additional
adjustments
to
the
prior
financial
statements
as
the
re-audits
continue.
On
November
17th,
2014
the
Company,
after
an
extensive
analysis,
concluded
that
the
financial
statements
of
CCS should have been accounted for as an equity method investment in the above mentioned periods and
that the 2011 and 2012 financial statements will be restated.
On November 13, 2014, the Company received a positive decision from the Listing Qualifications Panel
granting an extension until March 27, 2015 to submit any delinquent filings.
Additional actions taken to date:
New Chief Financial Officer (Sept 2014)
Added additional accounting and audit expertise to the Board (May 2014)
Appointed Chief Accounting Officer (April 2014)
Retained FTI Consulting to assist with the accounting review process and implementation of changes to ensure we will have
the necessary resources to support the Company’s future needs. (April 2014)
©
2012-2014 Advanced Emissions Solutions, Inc.
FINANCIAL
UPDATE


APPENDIX
©
2012-2014 Advanced Emissions Solutions, Inc.


ADA-ES, Inc.
100% owned ADES
BCSI, LLC
100% owned ADES
Clean Coal Solutions, LLC 
42.5% owned ADA-ES, Inc.
Operating Companies
CORPORATE
STRUCTURE
-18-
©
2012-2014 Advanced Emissions Solutions, Inc.


COAL AND US ELECTRICITY GENERATION
Source: EIA
2012:
lowest
power
demand
since
1987,
natural
gas
prices
reach
a
low
of
$1.91/MM/btu-
2012
average
of
$2.77/MMbtu
-19-
©
2012-2014 Advanced Emissions Solutions, Inc.


EPA
determines it
necessary to
regulate
mercury
2000
2009
2005
2008
EPA issues
Clean Air
Mercury Rule
D.C. Circuit Court
vacates the Clean Air
Mercury Rule
EPA proposes
new rule to
replace the
vacated CAMR
EPA issues draft of
Mercury Air Toxic
Standards (MATS)
EPA issues final
Mercury Air
Toxic Standards
(MATS)
2011
2012
2015/16
Technology
commercially
proven
-20-
©
2012-2014 Advanced Emissions Solutions, Inc.
MERCURY CONTROL-
15 YEARS IN THE MAKING


Boilers Treated by ACI Systems
ACI MARKET
SHARE
Source: Institute of Clean Air
Companies, May 2013.
©
2012-2014 Advanced Emissions Solutions, Inc.
-21-


Bin Vent Filter
Man-door with PRV
Level Transmitters
PAC Storage
Module
Process Equipment
Module
-22-
©
2012-2014 Advanced Emissions Solutions, Inc.
ADA STANDARD ACI SYSTEM


REFINED COAL: INTRODUCTION & OVERVIEW
©
2012-2014 Advanced Emissions Solutions, Inc.
-23-
The American Jobs Creation Act of 2004, Section 45 of the IRC:
contains provisions to incentivize the production of pollution
mitigating
Refined
Coal
(RC)
via
annually
escalating
tax
credits
per
ton of coal burned. RC reduces mercury by 40%+ and NOx emissions
by 20%+ when that coal is burned.
Clean Coal Solutions (“CCS”) JV offers three technologies that
produce Section 45 Refined Coal
The
CyClean
TM
,
M-45
TM
and
M-45-PC
TM
technologies
provide
on-site,
proprietary
pre-treatment
to
Powder
River
Basin
(PRB)
and
Lignite
coals
for
use
in
cyclone
boilers,
circulating
fluid
bed
boilers
and
pulverized
coal
boilers
.
Key Dates
June 2010:
Clean Coal Solutions commences operations at first two RC facilities
December 2010:
Congress extends “placed-in-service”
deadline for new RC facilities to 12/31/11
January -
December 2011:
CCS fabricates, installs and “places-in-service”
26 additional RC units able to qualify
for Section 45 tax credits
June 2011:
an affiliate of Goldman Sachs purchases a 15% stake in CCS for $60M
2012 -
2021:
CCS focused on capturing the value of Section 45 tax credits


REFINED COAL PHOTOGRAPHS
-24-
©
2012-2014 Advanced Emissions Solutions, Inc.


CONTACTS
Graham Mattison
Vice President, Investor Relations
(720) 889-6206
graham.mattison@adaes.com
Michael D. Durham, Ph.D., MBA
President & CEO
-25-
©
2012-2014 Advanced Emissions Solutions, Inc.
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