U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 1, 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 CO, | | 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:
|
| | |
o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
| | |
o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
| | |
o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
| | |
o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|
| | |
Item 2.05 | | Costs Associated with Exit or Disposal Activities. |
As previously disclosed, Advanced Emissions Solutions, Inc. (the “Company”) is working on a strategic restructure of its businesses to simplify its operating structure in a manner that creates increased customer focus, is expected to better support sales and product delivery and also aligns the Company’s cost structure as the emissions control market shifts towards compliance solutions (“Restructuring Plan”). As part of the Restructuring Plan, on September 1, 2015, the Company announced its intent to wind down its manufacturing operations at BCSI, LLC, a wholly owned subsidiary of the Company, located in McKeesport, PA, in order to focus the Company's efforts within the Dry Sorbent Injection market on engineering. The Company issued Worker Adjustment and Retraining Notification ("WARN") Act Notices (the "WARN Act Notices") to the employees, which will affect approximately 100 employees or 58% of the Company's work force.
The employment of certain employees will be terminated after the required 60-day WARN Act Notice period under the Restructuring Plan and the Company expects the other employees affected by the restructuring to remain employed to assist the Company through a transition period ending no later than December 31, 2015.
In connection with these actions, the Company currently expects to record an aggregate restructuring charge related to one-time termination benefits in the range of approximately $0.7 million to $0.9 million. The Company also expects to incur additional charges as a result of the Restructuring Plan, including facility-related charges in the range of approximately $0.9 million to $1.2 million.
The Company expects that the Restructuring Plan will result in future aggregate cash expenditures in the range of approximately $1.6 million to $2.1 million. These cash expenditures consist of: (i) salary and benefits expected to be paid to terminated employees during the 60-day WARN Act Notice period from the implementation date of the restructuring plan through their termination dates; (ii) payments for cash severance and other benefits expected to paid to terminated employees upon termination and (iii) the remaining lease payments, less estimated sublease amounts, associated with the lease of the office building and facility.
The Company will restate the financial statements for the period during which the Company acquired the assets of BCSI, LLC and, as previously disclosed, such previously issued financial statements should not be relied upon.
|
| | |
Item 7.01 | | Regulation FD Disclosure.
|
On September 1, 2015, the Company issued a press release announcing the information relating to the disclosures set forth in Item 2.05 of this report.
A copy of the press release is furnished as Exhibit 99.1 to this report. The information furnished pursuant to this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
|
| | |
Item 9.01 | | Financial Statements and Exhibits. |
(d) Exhibits
|
| | |
Exhibit No. | | Description |
99.1 | | Press Release dated September 1, 2015. |
This report contains 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 the proposed Restructuring Plan and the expected outcomes thereof including the number of affected employees, timing of terminations, the ongoing service of certain employees, recording and incurring charges and cash expenditures and related matters. These statements are based on current expectations, estimates, projections, beliefs and assumptions of the Company’s 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, uncertainties that may delay or negatively impact the timing of the Restructuring Plan; preliminary accounting estimates may change; disruption to business operations as a result of the Restructuring Plan; potential claims from any terminated employees, customers or vendors; changes in economic conditions or market demand; timing of or changes in laws, regulations, IRS interpretations or guidance and any pending court decisions, legal challenges to or repeal of them; technical and operational difficulties; availability of raw materials and equipment; loss of key personnel; intellectual property infringement claims from third parties; and other factors discussed in greater detail in the Company’s filings with the Securities and Exchange Commission (“SEC”). You are cautioned not to place undue reliance on such statements and to consult the Company’s SEC filings for additional risks and uncertainties that may apply to the Company’s business and the ownership of its securities. The Company’s forward-looking statements are presented as of the date made, and the Company disclaims any duty to update such statements unless required by law to do so.
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: September 1, 2015
|
| |
| Advanced Emissions Solutions, Inc. |
| Registrant |
|
| |
| /s/ L. Heath Sampson |
| L. Heath Sampson |
| President and Chief Executive Officer |
EXHIBIT INDEX
|
| | |
Exhibit No. | | Description |
99.1 | | Press Release dated September 1, 2015. |
ADVANCED EMISSIONS SOLUTIONS ANNOUNCES RESTRUCTURING OF ITS DRY SORBENT INJECTION SYSTEMS MANUFACTURING OPERATIONS
Company to increase its focus on engineering expertise to better serve the DSI markets
HIGHLANDS RANCH, Colorado, September 1, 2015 - Advanced Emissions Solutions, Inc. (the “Company”) today announced that it is realigning its Dry Sorbent Injection (“DSI”) system manufacturing offerings to better serve our customers and meet the needs of the future market. The Company will wind down its manufacturing operations at its fabrication facility in McKeesport, PA later this year in order to focus on its core strengths of engineering, design, onsite installation and ongoing product support. To supply DSI systems in the future, the Company will use outside firms for the fabrication, which is how the Company produces its Activated Carbon Injection Systems (“ACI”).
L. Heath Sampson, President and Chief Executive Officer of the Company stated “We remain committed to providing DSI systems, technologies and solutions to our customers as utilities and industrial boilers customers comply with various emission rules. After a detailed analysis of the market and our products, we have concluded that it is best to refocus our efforts on our core strengths and we will be closing our fabrication facilities in McKeesport later this year. We would like to thank those employees who are impacted for their service. The Company looks forward to continuing to support our customers with a variety of products and services, including DSI systems, to help them meet existing and future emission control regulations.”
About Advanced Emissions Solutions, Inc.
Advanced Emissions Solutions, Inc. serves as the holding entity for a family of companies that provide emissions solutions to customers in the power generation and other industries. |
| |
| ADA-ES, Inc. (“ADA”) supplies Activated Carbon Injection (“ACI”) systems for mercury control, Dry Sorbent Injection (“DSI”) systems for acid gases, and technology services and other offerings in support of our customers’ emissions compliance strategies. ADA’s M-ProveTM technology, which reduces emissions of mercury and other metals from PRB coal, is applied directly to coal at power plants, or offered through a licensing agreement with Arch Coal for application at their mines. In addition, we are developing technologies to advance cleaner energy, including CO2 emissions control technologies through projects funded by the U.S. Department of Energy (“DOE”) and industry participants. |
| Clean Coal Solutions, LLC (“CCS”) is a 42.5% owned joint venture by ADA that provides ADA’s patented Refined Coal (“RC”) CyClean™ technology to enhance combustion of and reduce emissions of NOx and mercury from coals in cyclone boilers and ADA’s patent pending M-45™ and M-45-PC™ technologies for Circulating Fluidized boilers and Pulverized Coal boilers respectively. |
| Advanced Clean Energy Solutions, LLC (“ACES”) is a wholly owned subsidiary of ADES that is focused on supporting and improving the Company’s existing products and identifying, developing and commercializing new solutions to advance cleaner energy and to help our customers meet existing and future regulatory and business challenges. Building off the success of M-45™ and M-45-PC™ Technologies for Refined Coal, ACES is currently working to develop and commercialize new technologies to reduce a range of emissions associated with power generation and oil & gas production. ACES has assembled a strong team and follows a rigorous process focused on development and maximizing the return on investment. |
| BCSI, LLC is a custom designer and fabricator of engineered emissions control technologies, bulk material handling equipment, bulk storage systems, water/waste water treatment equipment, and custom components. BCSI supplies Dry Sorbent Injection (“DSI”) systems for acid gas control using its technologically advanced cool, dry conditioned conveying air systems. BCSI’s technical solutions serve a wide range of industrial clients including; coal fired utilities, water treatment, wastewater, cement kilns, food processing and industrial boilers. BCSI employs engineers and trade professionals at a 190,000+sq. ft. fabrication and office facility located in McKeesport, PA. |
This press release contains 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 the consolidation of the Company’s engineering teams and closing the BCSI, LLC fabrication facility including the impact on relationships with customers, utilization of outside firms for fabrication of DSI systems, the Company’s ability to help customers meet new and existing regulations and related matters. These statements are based on current expectations, estimates, projections, beliefs and assumptions of the Company’s 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, uncertainties that may delay or negatively impact the timing of the realignment; disruption to business operations as a result of the realignment; potential claims from any terminated employees, customers or vendors; changes in economic conditions or market demand; timing of or changes in laws, regulations, IRS interpretations or guidance and any pending court decisions, legal challenges to or repeal of them; technical and operational difficulties; availability of raw materials and equipment; loss of key personnel; intellectual property infringement claims from third parties; and other factors discussed in greater detail in the Company’s filings with the Securities and Exchange Commission (“SEC”). You are cautioned not to place undue reliance on such statements and to consult the Company’s SEC filings for additional risks and uncertainties that may apply to the Company’s business and the ownership of its securities. The Company’s forward-looking statements are presented as of the date made, and the Company disclaims any duty to update such statements unless required by law to do so.
Graham Mattison
Vice President, Strategic Initiatives and Investor Relations
(720) 889-6206
graham.mattison@adaes.com
Advanced Emissions Solut... (NASDAQ:ADES)
Historical Stock Chart
From Aug 2024 to Sep 2024
Advanced Emissions Solut... (NASDAQ:ADES)
Historical Stock Chart
From Sep 2023 to Sep 2024
