U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 6, 2015

 

 

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))

 

 

 

Explanatory Note

This purpose of this Current Report on Form 8-K/A (the “Amendment”), which amends the Current Report on Form 8-K filed by Advanced Emissions Solutions, Inc. (the “Company”) on January 29, 2015 (the “Original Report”), is to file the letter furnished to the Company by its former independent accounting firm pursuant to Regulation S-K Item 304(a)(3), which letter is filed as Exhibit 16.1 hereto, and to clarify the dates on which the Company’s former independent accounting firm commenced work and was engaged. No other changes have been made to the Original Report other than those described above. This Amendment does not reflect any subsequent events occurring after the original filing date of the Original Report, other than described above, or modify or update in any way disclosures made in the Original Report.

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

On February 6, 2015, KPMG LLP (“KPMG”), the Company’s former independent accounting firm, furnished to the Company a letter addressed to the Securities and Exchange Commission pursuant to Regulation S-K Item 304(a)(3), which letter is filed as Exhibit 16.1 hereto. Among other things, KPMG’s letter states that the date of their “commencement as the Company’s independent registered public accountant should be March 19, 2013”. As previously disclosed in the Current Report on Form 8-K filed by ADA-ES, Inc., the Company’s predecessor, on March 22, 2013, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) approved the appointment of KPMG on March 19, 2013 subject to KPMG’s client acceptance process. The Company agrees that KPMG commenced work upon or shortly after the Audit Committee’s approval. The Original Report states that the Company initially engaged KPMG in May, 2013; KPMG’s engagement letter with the Company is dated May 1, 2013.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following is filed as an exhibit to this report:

 

Exhibit
No.		    Description
16.1    Letter from KPMG LLP to the Securities and Exchange Commission dated February 6, 2015.

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 hereunto duly authorized.

Date: February 9, 2015

 

Advanced Emissions Solutions, Inc.

Registrant

/s/ L. Heath Sampson

L. Heath Sampson
Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

The following is furnished as an exhibit to this report:

 

Exhibit

No.

    Description
16.1    Letter from KPMG LLP to the Securities and Exchange Commission dated February 6, 2015.


Exhibit 16.1

 

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KPMG LLP

Suite 800

1225 17th Street

Denver, CO 80202-5598

February 6, 2015

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants to audit the consolidated financial statements of Advanced Emissions Solutions, Inc. (the Company) as of and for the year ended December 31, 2013, and the effectiveness of internal control over financial reporting as of December 31, 2013 and to re-audit the consolidated financial statements as of and for the years ended December 31, 2012 and 2011. On January 23, 2015, we resigned. We have read the Company’s statements included under Item 4.01 of its Form 8-K dated January 29, 2015, and we agree with such statements, except that:

 

1. we are not in a position to agree or disagree with the following forward looking statements or statements of the Company’s beliefs: the second sentence of the third paragraph; the fifth paragraph in its entirety; the first, second, fourth and fifth sentences of the eighth paragraph; the ninth paragraph in its entirety; the third sentence of the tenth paragraph; and the eleventh paragraph in its entirety;

 

2. with respect to the third sentence in the eighth paragraph, we are not in a position to agree or disagree as to whether the three new directors, new Chief Financial Officer, Chief Accounting Officer and Corporate Controller, FTI Consulting, Inc., other consultants, accountants and staff were appointed to meet the Company’s filing obligations in a thorough and timely manner, however, we acknowledge that the Company did hire, engage or appoint such individuals subsequent to March 2014;

 

3. with respect to the first sentence of the third paragraph, the date of our commencement as the Company’s independent registered public accountant should be March 19, 2013;

 

4. with respect to the first sentence in the sixth paragraph, the matters listed were also discussed with management and the Audit Committee on multiple occasions prior to our resignation; and

KPMG LLP is a Delaware limited liability partnership,

the U.S. member firm of KPMG International Cooperative

(“KPMG International”), a Swiss entity.

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Securities and Exchange Commission

February 6, 2015

Page 2 of 2

 

5. with respect to the first bullet in the sixth paragraph, in addition to the internal review, the Audit Committee also requested the Company’s external legal counsel to investigate the accounting errors necessitating the restatements and the related underlying cause(s) of such errors.

Very truly yours,

 

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