Mar 13, 2017 — Effective, July 7, 2016 ADES’s common stock began trading on the NASDAQ Global Market under the symbol, ADES. This. Annual Report on
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United StatesSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549______________________________________FORM 10-K______________________________________ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December€31, 2016 orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission File Number: 001-37822 €Advanced Emissions Solutions, Inc.(Name of registrant as specified in its charter)€Delaware€27-5472457(State of incorporation)€(IRS EmployerIdentification No.)640 Plaza Drive, Suite 270, Highlands Ranch CO, 80129 (Address of principal executive offices) (Zip Code)(Registrant™s telephone number, including area code): (720) 598-3500 Securities registered under Section€12(b) of the Act:Title of each class€Name of each exchange on which registeredCommon Stock, $0.001 par value€NASDAQ Global MarketSecurities registered under Section€12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.€€€€€€Yes€€€€€€NoIndicate by check mark if the registrant is not required to file reports pursuant to Section€13 or 15(d) of the Act.€€€€€Yes€€€€€€NoIndicate 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€€€€€€NoIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).€€€€€€Yes€€€€€€NoIndicate by check mark if disclosure of delinquent filers in response to Item€405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant™s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.€€Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of filarge accelerated filer,fl fiaccelerated filerfl and fismaller reporting companyfl in Rule 12b-2 of the Exchange Act.€Large€accelerated€filerAccelerated€filerNon-accelerated filerSmaller€Reporting€CompanyIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)€€€€€€Yes€€€€€€NoThe aggregate market value of the voting stock held by non-affiliates of the registrant was approximately€$106.1 million€based on the last reported bid price of€the Common Stock on the OTC Pink® Marketplace – Limited Information Tier on€June€30, 2016.€€The number of shares outstanding of the registrant™s Common Stock, par value $0.001 per share, as of€March€8, 2017 was€22,022,683.Indicate the number of shares outstanding of each of the registrant™s classes of common stock, as of the latest practicable date.€€€Documents Incorporated By ReferenceNone
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ADVANCED EMISSIONS SOLUTIONS, INC.ANNUAL REPORT ON FORM 10-KFOR THE FISCAL YEAR ENDED DECEMBER 31, 2016 TABLE OF CONTENTSPagePART I.ITEM 1.BusinessITEM 1A.Risk FactorsITEM 1B.Unresolved Staff CommentsITEM 2.PropertiesITEM 3.Legal ProceedingsITEM 4.Mine Safety DisclosuresPART II.ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesITEM 6.Selected Financial DataITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsITEM 7A.Quantitative and Qualitative Disclosures about Market RiskITEM 8.Financial Statements and Supplementary Financial InformationITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureITEM 9A.Controls and ProceduresITEM 9B.Other InformationPART III.ITEM 10.Directors, Executive Officers and Corporate GovernanceITEM 11.Executive CompensationITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersITEM 13.Certain Relationships and Related Transaction and Director IndependenceITEM 14.Principal Accountant Fees and ServicesPART IV.ITEM 15.Exhibits and Financial Statement SchedulesSIGNATURES1021272728282932336061112112116117117117117117118
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10PART IItem€1. BusinessGeneral ADA-ES, Inc. (fiADAfl), a Colorado corporation, was incorporated in 1997. Pursuant to an Agreement and Plan of Merger (“Reorganization”), effective July€1, 2013, Advanced Emissions Solutions, Inc. (fiADESfl), a Delaware company incorporated in 2011, replaced ADA as the publicly-held corporation and ADA became a wholly-owned subsidiary of ADES. Each outstanding share of ADA™s common stock automatically converted into one share of common stock of ADES and the shareholders of ADA became stockholders of ADES on a one-for-one basis, holding the same number of shares in and the same ownership percentage of ADES after the reorganization as they held in and of ADA prior to the reorganization. ADES™s common stock became listed on the NASDAQ Capital Market under the symbol, “ADES,” ADA™s previous symbol, and ADA™s stock ceased trading on the NASDAQ Capital Market on July 1, 2013. From March€30, 2015 through July 6, 2016, ADES’s common stock was traded on the OTC Pink® Marketplace – Limited Information Tier under the trading symbol “ADES.” Effective, July 7, 2016 ADES’s common stock began trading on the NASDAQ Global Market under the symbol, ADES. This Annual Report on Form 10-K is referred to as the “Form 10-K” or the “Report.” Except as otherwise noted in this Report, ADES and its subsidiaries have continued to conduct business in substantially the same manner as conducted prior to the reorganization.As this filing pertains to the year ended December€31, 2016, the terms the “Company,” “we,” “us” and “our” means ADA and its consolidated subsidiaries for the periods through and including the period ended June€30, 2013 and ADES and its consolidated subsidiaries for the dates or periods after July 1, 2013. We are also an equity investor in Tinuum Group, LLC (“Tinuum Group”), formerly known as Clean Coal Solutions, LLC, and Tinuum Services, LLC (“Tinuum Services”), formerly known as Clean Coal Solutions Services, LLC. As of December€31, 2016 and 2015, we held equity interests of 42.50% and 50.00% in Tinuum Group and Tinuum Services, respectively, and each of their operations significantly impacted our financial position and results of operations for the years ended December€31, 2016, 2015 and 2014. These equity interests are accounted for under the equity method of accounting. On March 3, 2016, we sold our 24.95% equity interest in RCM6, LLC (“RCM6”), which had been accounted for under the equity method of accounting from inception until its disposition. Business Purpose and StrategyADES is the holding entity for a family of companies that provide emissions solutions to customers in the coal-fired power generation and industrial boiler processes. Through our subsidiaries and joint ventures, we are a leader in emissions control (“EC”) technologies and associated equipment, chemicals and services. Our proprietary environmental technologies enable our customers to reduce emissions of mercury and other pollutants, maximize utilization levels and improve operating efficiencies to meet the challenges of existing and pending EC regulations.Our major activities include:Ł Development and sale of technology to reduce emissions and improve operations of coal-fired boilers used for power generation and industrial processes; Ł Development and sale of equipment, specialty chemicals, consulting services and other products designed to reduce emissions of mercury, acid gases, metals and other pollutants, and the providing of technology services in support of our customers’ emissions compliance strategies;Ł Through Tinuum Group, an unconsolidated entity, reduction of mercury and nitrogen oxide (“NOX”) emissions at select coal-fired power generators through the burning of Refined Coal (“RC”) produced by RC facilities placed in service by Tinuum Group. We benefit from Tinuum Group’s production and sale of RC, which generates tax credits, as well as the revenue from selling or leasing RC facilities to tax equity investors. See the separately filed financial statements of Tinuum Group included in Item 15 of this Report; and Ł Research and development of technologies and other solutions to advance cleaner energy and to help our customers meet existing and future regulatory and business challenges, including technologies designed to address regulated environmental impacts related to power generation or industrial processes.
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