Day: February 23, 2021

APA – Kessler Topaz Meltzer & Check, LLP Has Filed a Shareholder Class Action Lawsuit Against Apache Corporation (NASDAQ: APA) for Violations of Federal Securities Laws

RADNOR, Pa.–(BUSINESS WIRE)–The law firm of Kessler Topaz Meltzer & Check, LLP announces that the firm has filed a securities fraud class action lawsuit against Apache Corporation (NASDAQ: APA) (“Apache”) on behalf of investors who purchased or acquired Apache common stock from September 7, 2016, through March 13, 2020, inclusive (the “Class Period”). This action, captioned Plymouth County Retirement System v. Apache Corporation, et al., Case No. 4:21-cv-00575, was filed in the United States District Court for the Southern District of Texas (Houston Division).

Important Deadline Reminder: Investors who purchased or otherwise acquired Apache common stock during the Class Period may, no later than April 26, 2021, seek to be appointed as a lead plaintiff representative of the class. For additional information or to learn how to participate in this action please contact Kessler Topaz Meltzer & Check, LLP: James Maro, Esq. (484) 270-1453 or Adrienne Bell, Esq. (484) 270-1435; toll free at (844) 887-9500; via e-mail at info@ktmc.com; or please visit https://www.ktmc.com/apache-corporation-securities-class-action-lawsuit?utm_source=PR&utm_medium=link&utm_campaign=apache.

Apache is an independent energy company that explores for, develops, and produces natural gas, crude oil, and natural gas liquids. Historically, the U.S. has represented nearly 60% of Apache’s production and 70% of its estimated year-end proved reserves. One of the company’s purported key “core growth areas” was the Permian region in West Texas and New Mexico.

The Class Period commences on September 7, 2016, when Apache, while under immense pressure to show results from its new strategy and reverse its lagging share price, announced the discovery of a new resource play called Alpine High. John J. Christmann IV, Apache’s Chief Executive Officer and President, touted the Alpine High discovery and its potential for large amounts of economic drilling opportunities stating at the time that “[w]e are incredibly excited about the Alpine High play and its large inventory of repeatable, high-value drilling opportunities,” and that they are “looking forward to further delineat[e] what we believe will be a significant number of oil-prone locations.” Following the Alpine High announcement, Apache’s stock price increased more than 6%, to close at $55.13 per share on September 7, 2016.

Throughout the Class Period, the defendants claimed that Alpine High had valuable oil and gas reserves and promoted Alpine High as the centerpiece of its development business. For example, in a May 3, 2018 conference call with investors, Christmann asserted that Alpine High was “going very well and there is a tremendous amount of interest” and monetization opportunities when “the value of this infrastructure is going to grow significantly over the next 5, 6, 7, 8 years.”

The truth about Alpine High and its lack of viability emerged in a series of disclosures between April 2019 and March 2020 that caused Apache’s stock price to decline over 83% from its Class Period high. Specifically, on April 23, 2019, Apache issued a pre-market press release announcing that starting in late March, it began deferring natural gas production at its gas-heavy Alpine High play in order to positively impact Apache’s cash flow, blaming extremely low gas pricing in the Permian gas market. In an article also published before markets opened, Bloomberg called the Alpine High production deferral “another blow to the Apache project.” Following this news, Apache’s stock price fell $4.03 per share, or approximately 11%, over four trading days, from a close of $37.09 per share on April 22, 2019, to close at $33.06 per share on April 26, 2019.

Then, on October 25, 2019, news stories revealed that Steven Keenan, Apache’s Senior Vice President of Worldwide Exploration, had resigned from Apache. In response, an analyst at Credit Suisse noted that since the announcement of the Alpine High discovery at the start of the Class Period, “[Apache’s] shares have underperformed global [exploration and production companies] by >30%, likely a cause for Mr. Keenan’s resignation.” Following this news, Apache’s stock price fell by $1.16 per share, or approximately 5%, from a close of $23.23 per share on October 24, 2019, to close at $22.07 per share on October 25, 2019.”

Several months later, on February 26, 2020, Apache announced that it was immediately discontinuing its Alpine High project and posting a $3 billion write down. On Apache’s fourth quarter earnings call held the next day, Christmann admitted, “[i]n the end, a number of factors were problematic at Alpine High,” including steeply lower prices for gas and gas byproducts, the lack of infrastructure to handle output, and that productivity improvements “did not materialize.”

About two weeks later, on March 12, 2020, Apache announced that “to further strengthen its financial position,” Apache’s “board of directors has approved a reduction in the company’s quarterly dividend per share from $0.25 to $0.025.” Apache further revealed that, “[o]ver the coming weeks, the company will reduce its Permian rig count to zero, limiting exposure to short-cycle oil projects” in the Alpine High resource play. Following this news, the price of Apache’s common stock fell $0.49 per share, or approximately 6%, from a close of $8.25 per share on March 11, 2020, to close at $7.76 per share on March 12, 2020.

Finally, on March 16, 2020, a Seeking Alpha article published pre-market explained that Apache was particularly challenged amongst its peers, carrying “the highest debt-to-equity ratio among large-cap independent [exploration and production companies],” and noted that “[t]he company doesn’t have a strong balance sheet” and its “financial health isn’t great.” The article emphasized Apache’s “weak balance sheet marked by high levels of debt” of over $8 billion in 2019, “which translates into a lofty debt-to-equity ratio of almost 250% – the highest among all large-cap independent oil producers.” Regarding Alpine High, the article observed that low gas prices “forced Apache to shift capital away from the wet-gas rich Alpine High play which has been driving the company’s production growth.” The article also noted that “Apache also reduced Alpine High’s value by $1.4 billion.” Following this news, Apache’s stock price fell $3.61 per share, or approximately 45%, over two trading days, from a close of $8.07 per share on March 13, 2020, to close at $4.46 per share on March 17, 2020.

The complaint alleges that, throughout the Class Period, the defendants failed to disclose to investors that: (1) Apache intentionally used unrealistic assumptions regarding the amount and composition of available oil and gas in Alpine High; (2) Apache did not have the proper infrastructure in place to safely and/or economically drill and/or transport those resources even if they existed in the amounts purported; (3) these misleading statements and omissions artificially inflated the value of Apache’s operations in the Permian Basin; and (4) as a result, Apache’s public statements were materially false and misleading at all relevant times.

Apache investors may, no later than April 26, 2021, seek to be appointed as a lead plaintiff representative of the class through Kessler Topaz Meltzer & Check, LLP or other counsel, or may choose to do nothing and remain an absent class member. A lead plaintiff is a representative party who acts on behalf of all class members in directing the litigation. In order to be appointed as a lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Your ability to share in any recovery is not affected by the decision of whether or not to serve as a lead plaintiff.

Kessler Topaz Meltzer & Check, LLP prosecutes class actions in state and federal courts throughout the country involving securities fraud, breaches of fiduciary duties and other violations of state and federal law. Kessler Topaz Meltzer & Check, LLP is a driving force behind corporate governance reform, and has recovered billions of dollars on behalf of institutional and individual investors from the United States and around the world. The firm represents investors, consumers and whistleblowers (private citizens who report fraudulent practices against the government and share in the recovery of government dollars). For more information about Kessler Topaz Meltzer & Check, LLP, please visit www.ktmc.com.

HNRG – Hallador Energy Company Announces Fourth Quarter and Full-Year 2020 Earnings Release and Investor Call

TERRE HAUTE, Ind., Feb. 23, 2021 (GLOBE NEWSWIRE) — Hallador Energy Company today announced that the Company plans to release its fourth quarter and full-year 2020 financial results on Form 10-K after the markets close on Monday, March 8, 2021.Earnings Conference Call and WebcastManagement will host an investor conference call and webcast on Tuesday, March 9, 2021, at 2:00 p.m. ET to discuss its fourth quarter and full-year 2020 financial results.The call will be webcast live on our website at www.halladorenergy.com under Webcasts and available for a limited time.To participate in the conference call, please dial:Domestic Callers Toll-free (888) 347-5317Canadian Callers Toll-free (855) 669-9657Conference ID #: Hallador Energy Company HNRG callConference replay through March 15, 2021Domestic Callers Toll-free (877) 344-7529Canadian Callers Toll-free (855) 669-9658Replay Access Code: 10152722Hallador is headquartered in Terre Haute, Indiana, and through its wholly-owned subsidiary, Sunrise Coal, LLC, produces coal in the Illinois Basin for the electric power generation industry. To learn more about Hallador, visit our website at www.halladorenergy.com.Contact: Investor Relations, (303) 839-5504

FET – Forum Energy Technologies Announces Fourth Quarter 2020 Results

HOUSTON–(BUSINESS WIRE)–Forum Energy Technologies, Inc. (NYSE: FET) today announced fourth quarter 2020 revenue of $113 million, an increase of $9 million from the third quarter 2020. Orders received in the quarter increased by $32 million to $124 million. Net loss for the quarter was $33 million, or $5.85 per diluted share, compared to a net loss of $22 million, or $3.86 per diluted share, for the third quarter 2020. Excluding $6 million, or $1.05 per share of special items, adjusted net loss was $4.80 per diluted share in the fourth quarter 2020, compared to an adjusted net loss of $6.00 per diluted share in the third quarter 2020. Adjusted EBITDA improved by $7 million sequentially to negative $2.6 million.

Special items in the fourth quarter 2020, on a pre-tax basis, included an $88 million gain from the ABZ and Quadrant valve brand asset sale. The gain was offset by $86 million of asset impairments and restructuring costs as well as $7 million in foreign exchange losses and $2 million of transaction expenses. See Tables 1-3 for a reconciliation of GAAP to non-GAAP financial information.

Cris Gaut, Chairman and Chief Executive Officer, remarked, “In the fourth quarter, drilling and completion activity accelerated as oil and natural gas prices improved. We took advantage of this activity increase as our bookings were up by 34% and revenue increased 9%, resulting in a book-to-bill ratio of 110%.

“In order to improve our returns as the market recovers, we restructured our portfolio, exiting lower margin products that would dilute our results. These changes focus our resources on higher margin, differentiated products with better leverage to improving activity levels.

“During the fourth quarter, we closed the sale of our ABZ and Quadrant valve brands for $105 million in cash, reducing our net debt by roughly one-third. Compared to the prior year end, net debt was down $141 million to $201 million at December 31, 2020. We ended the fourth quarter with $129 million in cash on-hand and only $13 million drawn on our credit facility, resulting in liquidity of $240 million.

“The steps taken by Forum in the fourth quarter position us to perform well and take advantage of market opportunities afforded to us in the rising-market environment.”

Segment Results

Drilling & Downhole segment revenue was $50 million and orders were $58 million, an increase of 16% and 49%, respectively, from the third quarter 2020. The revenue increase was driven by higher demand for our premium drilling handling tools for international markets. Our subsea product line received a significant non-oil and gas order in the fourth quarter. Segment adjusted EBITDA was $1 million, up $5 million from the third quarter, resulting primarily from higher revenues and further cost reductions. Drilling & Downhole operations focus primarily on capital equipment and consumable products for global well construction, artificial lift and subsea markets.

Completions segment revenue was $31 million, a sequential increase of $11 million, or 56%, due to the strong increase in well completions activity in the fourth quarter. Orders in the fourth quarter were $30 million, an increase of $12 million, or 65%, from the third quarter 2020. Segment adjusted EBITDA was $1 million, up $5 million from the third quarter primarily due increased operating leverage on the higher sales volumes. The Completions segment designs and manufactures products for the coiled tubing, wireline and stimulation markets.

Production segment revenue was $33 million, a decrease of $8 million, or 20% from the third quarter 2020, due to continued customer de-stocking of both valves and surface production equipment. Orders in the fourth quarter were $36 million, a 3% increase sequentially. Segment adjusted EBITDA decreased by $3 million sequentially to break-even as a result of the decline in revenue. The Production segment manufactures land well site production equipment, desalination process equipment, and a wide range of valves for upstream, midstream and process industry customers.

FET (Forum Energy Technologies) is a global company, serving the crude oil, natural gas, and renewable energy industries. FET is headquartered in Houston, TX with quality manufacturing, efficient distribution, and service facilities conveniently located to support the major energy-producing regions of the world. For more information, please visit www.f-e-t.com.

Forward Looking Statements and Other Legal Disclosure

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including any statement about the Company’s future financial position, liquidity and capital resources, operations, performance, acquisitions, returns, capital expenditure budgets, new product development activities, costs and other guidance included in this press release.

These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Among other things, these include the severity and duration of the COVID-19 pandemic and related repercussions resulting from the negative impact on demand for oil and gas, the volatility of oil and natural gas prices, oilfield development activity levels, the availability of raw materials and specialized equipment, the Company’s ability to deliver backlog in a timely fashion, the availability of skilled and qualified labor, competition in the oil and natural gas industry, governmental regulation and taxation of the oil and natural gas industry, the Company’s ability to implement new technologies and services, the availability and terms of capital, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting the Company’s business, and other important factors that could cause actual results to differ materially from those projected as described in the Company’s filings with the U.S. Securities and Exchange Commission.

Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Forum Energy Technologies, Inc.

Condensed consolidated statements of net loss

(Unaudited)

 

 

 

 

 

Three months ended

 

 

December 31,

 

September 30,

(in millions, except per share information)

 

2020

 

2019

 

2020

Revenue

 

$

113.0

 

 

$

199.8

 

 

$

103.6

 

Cost of sales

 

 

172.1

 

 

 

150.9

 

 

 

90.5

 

Gross profit

 

 

(59.1

)

 

 

48.9

 

 

 

13.1

 

Operating expenses

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

43.2

 

 

 

56.4

 

 

 

46.0

 

Transaction expenses

 

 

2.3

 

 

 

0.2

 

 

 

0.7

 

Impairments of property and equipment

 

 

 

 

 

 

 

 

3.0

 

Loss (gain) on disposal of assets and other

 

 

(0.5

)

 

 

0.1

 

 

 

0.5

 

Total operating expenses

 

 

45.0

 

 

 

56.7

 

 

 

50.2

 

Operating loss

 

 

(104.1

)

 

 

(7.8

)

 

 

(37.1

)

Other expense (income)

 

 

 

 

 

 

Interest expense

 

 

8.7

 

 

 

7.4

 

 

 

8.5

 

Foreign exchange losses and other, net

 

 

7.4

 

 

 

8.1

 

 

 

3.3

 

Gain on disposition of business

 

 

(88.4

)

 

 

(2.3

)

 

 

 

Gain on extinguishment of debt

 

 

 

 

 

 

 

 

(28.7

)

Deferred loan costs written off

 

 

 

 

 

 

 

 

0.3

 

Total other (income) expense, net

 

 

(72.3

)

 

 

13.2

 

 

 

(16.6

)

Loss before income taxes

 

 

(31.8

)

 

 

(21.0

)

 

 

(20.5

)

Income tax expense (benefit)

 

 

0.9

 

 

 

(8.6

)

 

 

1.1

 

Net loss (1)

 

$

(32.7

)

 

$

(12.4

)

 

$

(21.6

)

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

Basic

 

 

5.6

 

 

 

5.5

 

 

 

5.6

 

Diluted

 

 

5.6

 

 

 

5.5

 

 

 

5.6

 

 

 

 

 

 

 

 

Loss per share

 

 

 

 

 

 

Basic

 

$

(5.85

)

 

$

(2.25

)

 

$

(3.86

)

Diluted

 

$

(5.85

)

 

$

(2.25

)

 

$

(3.86

)

 

 

 

 

 

 

 

(1) Refer to Table 1 for schedule of adjusting items.

 

Forum Energy Technologies, Inc.

Condensed consolidated statements of net loss

(Unaudited)

 

 

 

 

 

Year ended

 

 

December 31,

(in millions, except per share information)

 

2020

 

2019

Revenue

 

$

512.5

 

 

$

956.5

 

Cost of sales

 

 

523.5

 

 

 

711.6

 

Gross profit

 

 

(11.0

)

 

 

244.9

 

Operating expenses

 

 

 

 

Selling, general and administrative expenses

 

 

197.7

 

 

 

251.7

 

Impairments of goodwill, intangibles, property and equipment

 

 

20.4

 

 

 

532.3

 

Transaction expenses

 

 

3.1

 

 

 

1.2

 

Contingent consideration benefit

 

 

 

 

 

(4.6

)

Loss (gain) on disposal of assets and other

 

 

(0.6

)

 

 

0.1

 

Total operating expenses

 

 

220.6

 

 

 

780.7

 

Loss from equity investment

 

 

 

 

 

(0.3

)

Operating loss

 

 

(231.6

)

 

 

(536.1

)

Other expense (income)

 

 

 

 

Interest expense

 

 

30.3

 

 

 

31.6

 

Gain on extinguishment of debt

 

 

(72.5

)

 

 

 

Deferred loan costs written off

 

 

2.3

 

 

 

 

Foreign exchange losses and other, net

 

 

6.5

 

 

 

5.1

 

Gain realized on previously held equity investment

 

 

 

 

 

(1.6

)

Gain on disposition of business

 

 

(88.4

)

 

 

(2.3

)

Total other (income) expense, net

 

 

(121.8

)

 

 

32.8

 

Loss before income taxes

 

 

(109.8

)

 

 

(568.9

)

Income tax benefit

 

$

(12.9

)

 

$

(1.8

)

Net loss

 

$

(96.9

)

 

$

(567.1

)

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

Basic

 

 

5.6

 

 

 

5.5

 

Diluted

 

 

5.6

 

 

 

5.5

 

 

 

 

 

 

Loss per share

 

 

 

 

Basic

 

$

(17.37

)

 

$

(103.01

)

Diluted

 

$

(17.37

)

 

$

(103.01

)

 

(1) Refer to Table 2 for schedule of adjusting items.

 

Forum Energy Technologies, Inc.

Condensed consolidated balance sheets

(Unaudited)

 

 

 

 

(in millions of dollars)

December 31,
2020

 

December 31,
2019

Assets

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

128.6

 

$

57.9

Accounts receivable—trade, net

 

80.6

 

 

154.2

Inventories, net

 

251.7

 

 

414.6

Other current assets

 

29.3

 

 

39.2

Total current assets

 

490.2

 

 

665.9

Property and equipment, net of accumulated depreciation

 

113.7

 

 

154.8

Operating lease assets

 

31.5

 

 

48.7

Intangibles, net

 

240.4

 

 

272.3

Other long-term assets

 

14.1

 

 

18.3

Total assets

$

889.9

 

$

1,160.0

Liabilities and equity

 

 

 

Current liabilities

 

 

 

Current portion of long-term debt

$

1.3

 

$

0.7

Other current liabilities

 

123.6

 

 

196.2

Total current liabilities

 

124.9

 

 

196.9

Long-term debt, net of current portion

 

293.4

 

 

398.9

Other long-term liabilities

 

65.4

 

 

78.2

Total liabilities

 

483.7

 

 

674.0

Total equity

 

406.2

 

 

486.0

Total liabilities and equity

$

889.9

 

$

1,160.0

Forum Energy Technologies, Inc.

Condensed consolidated cash flow information

(Unaudited)

 

 

Year ended

 

 

December 31,

(in millions of dollars)

 

2020

 

2019

Cash flows from operating activities

 

 

 

 

Net loss

 

$

(96.9

)

 

$

(567.1

)

Impairments of goodwill, intangible assets, property and equipment

 

 

20.4

 

 

 

532.3

 

Depreciation and amortization

 

 

51.0

 

 

 

63.3

 

Impairments of operating lease assets

 

 

15.4

 

 

 

2.4

 

Inventory write downs

 

 

100.8

 

 

 

10.3

 

Gain on disposition of business

 

 

(88.4

)

 

 

(2.3

)

Gain on extinguishment of debt

 

 

(72.5

)

 

 

 

Other noncash items and changes in working capital

 

 

74.1

 

 

 

65.2

 

Net cash provided by operating activities

 

 

3.9

 

 

 

104.1

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Capital expenditures for property and equipment

 

 

(2.2

)

 

 

(15.1

)

Proceeds from sale of business and equity investment

 

 

105.2

 

 

 

42.7

 

Proceeds from the sale of property and equipment

 

 

5.3

 

 

 

0.5

 

Net cash provided by investing activities

 

 

108.3

 

 

 

28.1

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Borrowings of debt

 

 

182.3

 

 

 

137.0

 

Repayments of debt

 

 

(170.4

)

 

 

(258.1

)

Cash paid to repurchase 2021 Notes

 

 

(40.3

)

 

 

 

Bond exchange early participation payment

 

 

(3.5

)

 

 

 

Repurchases of stock

 

 

(0.2

)

 

 

(1.1

)

Deferred financing costs

 

 

(9.7

)

 

 

 

Net cash used in financing activities

 

 

(41.8

)

 

 

(122.2

)

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

0.3

 

 

 

0.7

 

Net decrease in cash, cash equivalents and restricted cash

 

$

70.7

 

 

$

10.7

 

Forum Energy Technologies, Inc.

Supplemental schedule – Segment information

(Unaudited)

 

 

 

 

 

 

 

As Reported

 

As Adjusted (3)

 

 

Three months ended

 

Three months ended

(in millions of dollars)

 

December 31,
2020

 

December 31,
2019

 

September 30,
2020

 

December 31,
2020

 

December 31,
2019

 

September 30,
2020

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Drilling & Downhole

 

$

49.9

 

 

$

78.2

 

 

$

43.2

 

 

$

49.9

 

 

$

78.2

 

 

$

43.2

 

Completions

 

 

30.6

 

 

 

58.3

 

 

 

19.6

 

 

 

30.6

 

 

 

58.3

 

 

 

19.6

 

Production

 

 

32.5

 

 

 

64.7

 

 

 

40.8

 

 

 

32.5

 

 

 

64.7

 

 

 

40.8

 

Eliminations

 

 

 

 

 

(1.4

)

 

 

 

 

 

 

 

 

(1.4

)

 

 

 

Total revenue

 

$

113.0

 

 

$

199.8

 

 

$

103.6

 

 

$

113.0

 

 

$

199.8

 

 

$

103.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

Drilling & Downhole

 

$

(21.2

)

 

$

4.2

 

 

$

(13.2

)

 

$

(3.9

)

 

$

4.0

 

 

$

(8.4

)

Operating income margin %

 

 

(42.5

)%

 

 

5.4

%

 

 

(30.6

)%

 

 

(7.8

)%

 

 

5.1

%

 

 

(19.4

)%

Completions

 

 

(50.3

)

 

 

(3.0

)

 

 

(11.9

)

 

 

(5.6

)

 

 

(2.1

)

 

 

(11.4

)

Operating income margin %

 

 

(164.4

)%

 

 

(5.1

)%

 

 

(60.7

)%

 

 

(18.3

)%

 

 

(3.6

)%

 

 

(58.2

)%

Production

 

 

(24.1

)

 

 

(2.4

)

 

 

(0.1

)

 

 

(2.4

)

 

 

0.2

 

 

 

0.6

 

Operating income margin %

 

 

(74.2

)%

 

 

(3.7

)%

 

 

(0.2

)%

 

 

(7.4

)%

 

 

0.3

%

 

 

1.5

%

Corporate

 

 

(6.7

)

 

 

(6.3

)

 

 

(7.7

)

 

 

(5.1

)

 

 

(5.9

)

 

 

(5.0

)

Total segment operating income (loss)

 

 

(102.3

)

 

 

(7.5

)

 

 

(32.9

)

 

 

(17.0

)

 

 

(3.8

)

 

 

(24.2

)

Other items not in segment operating income (1)

 

 

(1.8

)

 

 

(0.3

)

 

 

(4.2

)

 

 

0.7

 

 

 

(0.2

)

 

 

0.1

 

Total operating income (loss)

 

$

(104.1

)

 

$

(7.8

)

 

$

(37.1

)

 

$

(16.3

)

 

$

(4.0

)

 

$

(24.1

)

Operating income margin %

 

 

(92.1

)%

 

 

(3.9

)%

 

 

(35.8

)%

 

 

(14.4

)%

 

 

(2.0

)%

 

 

(23.3

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA (2)

 

 

 

 

 

 

 

 

 

 

 

 

Drilling & Downhole

 

$

(23.2

)

 

$

1.1

 

 

$

(13.0

)

 

$

1.0

 

 

$

9.7

 

 

$

(3.8

)

EBITDA Margin %

 

 

(46.5

)%

 

 

1.4

%

 

 

(30.1

)%

 

 

2.0

%

 

 

12.4

%

 

 

(8.8

)%

Completions

 

 

(44.4

)

 

 

4.0

 

 

 

(5.9

)

 

 

0.7

 

 

 

5.9

 

 

 

(4.4

)

EBITDA Margin %

 

 

(145.1

)%

 

 

6.9

%

 

 

(30.1

)%

 

 

2.3

%

 

 

10.1

%

 

 

(22.4

)%

Production

 

 

(22.3

)

 

 

1.8

 

 

 

(1.1

)

 

 

(0.2

)

 

 

2.8

 

 

 

2.7

 

EBITDA Margin %

 

 

(68.6

)%

 

 

2.8

%

 

 

(2.7

)%

 

 

(0.6

)%

 

 

4.3

%

 

 

6.6

%

Corporate

 

 

78.6

 

 

 

(5.7

)

 

 

20.4

 

 

 

(4.1

)

 

 

(3.8

)

 

 

(4.2

)

Total EBITDA

 

$

(11.3

)

 

$

1.2

 

 

$

0.4

 

 

$

(2.6

)

 

$

14.6

 

 

$

(9.7

)

EBITDA Margin %

 

 

(10.0

)%

 

 

0.6

%

 

 

0.4

%

 

 

(2.3

)%

 

 

7.3

%

 

 

(9.4

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes transaction expenses, gain/(loss) on disposal of assets, and impairments of property and equipment.

(2) The Company believes that the presentation of EBITDA is useful to the Company’s investors because EBITDA is an appropriate measure of evaluating the Company’s operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the Company’s securities and making strategic acquisitions. In addition, EBITDA is a widely used benchmark in the investment community. See the attached separate schedule for the reconciliation of GAAP to non-GAAP financial information.

(3) Refer to Table 1 for schedule of adjusting items.

Forum Energy Technologies, Inc.

Supplemental schedule – Segment information

(Unaudited)

 

 

 

 

 

 

 

As Reported

 

As Adjusted (4)

 

 

Year ended

 

Year ended

(in millions of dollars)

 

December 31,
2020

 

December 31,
2019

 

December 31,
2020

 

December 31,
2019

Revenue

 

 

 

 

 

 

 

 

Drilling & Downhole

 

$

216.8

 

 

$

334.8

 

 

$

216.8

 

 

$

334.8

 

Completions

 

 

118.7

 

 

 

305.1

 

 

 

118.7

 

 

 

305.1

 

Production

 

 

177.5

 

 

 

321.0

 

 

 

177.5

 

 

 

321.0

 

Eliminations

 

 

(0.5

)

 

 

(4.4

)

 

 

(0.5

)

 

 

(4.4

)

Total revenue

 

$

512.5

 

 

$

956.5

 

 

$

512.5

 

 

$

956.5

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

 

 

 

 

 

 

Drilling & Downhole (1)

 

$

(48.0

)

 

$

7.3

 

 

$

(19.1

)

 

$

12.8

 

Operating income margin %

 

 

(22.1

)%

 

 

2.2

%

 

 

(8.8

)%

 

 

3.8

%

Completions

 

 

(97.3

)

 

 

6.6

 

 

 

(34.3

)

 

 

10.8

 

Operating income margin %

 

 

(82.0

)%

 

 

2.2

%

 

 

(28.9

)%

 

 

3.5

%

Production

 

 

(33.4

)

 

 

7.8

 

 

 

(4.7

)

 

 

11.9

 

Operating income margin %

 

 

(18.8

)%

 

 

2.4

%

 

 

(2.6

)%

 

 

3.7

%

Corporate

 

 

(30.0

)

 

 

(28.9

)

 

 

(23.4

)

 

 

(26.5

)

Total segment operating income (loss)

 

 

(208.7

)

 

 

(7.2

)

 

 

(81.5

)

 

 

9.0

 

Other items not in segment operating income (loss) (2)

 

 

(22.9

)

 

 

(528.9

)

 

 

1.5

 

 

 

0.2

 

Total operating income (loss)

 

$

(231.6

)

 

$

(536.1

)

 

$

(80.0

)

 

$

9.2

 

Operating income margin %

 

 

(45.2

)%

 

 

(56.0

)%

 

 

(15.6

)%

 

 

1.0

%

 

 

 

 

 

 

 

 

 

EBITDA (3)

 

 

 

 

 

 

 

 

Drilling & Downhole

 

$

(42.5

)

 

$

(170.4

)

 

$

0.5

 

 

$

36.3

 

EBITDA Margin %

 

 

(19.6

)%

 

 

(50.9

)%

 

 

0.2

%

 

 

10.8

%

Completions

 

 

(82.2

)

 

 

(272.6

)

 

 

(6.2

)

 

 

47.7

 

EBITDA Margin %

 

 

(69.3

)%

 

 

(89.3

)%

 

 

(5.2

)%

 

 

15.6

%

Production

 

 

(28.6

)

 

 

(6.1

)

 

 

4.9

 

 

 

21.8

 

EBITDA Margin %

 

 

(16.1

)%

 

 

(1.9

)%

 

 

2.8

%

 

 

6.8

%

Corporate

 

 

124.8

 

 

 

(24.9

)

 

 

(18.6

)

 

 

(17.3

)

Total EBITDA

 

$

(28.5

)

 

$

(474.0

)

 

$

(19.4

)

 

$

88.5

 

EBITDA Margin %

 

 

(5.6

)%

 

 

(49.6

)%

 

 

(3.8

)%

 

 

9.3

%

 

 

 

 

 

 

 

 

 

(1) Includes earnings (loss) from equity investment for the year ended December 31, 2019.

(2) Includes transaction expenses, gain (loss) on disposal of assets, contingent consideration benefit, and impairments of goodwill, intangible assets, property and equipment.

(3) The Company believes that the presentation of EBITDA is useful to the Company’s investors because EBITDA is an appropriate measure of evaluating the Company’s operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the Company’s securities and making strategic acquisitions. In addition, EBITDA is a widely used benchmark in the investment community. See the attached separate schedule for the reconciliation of GAAP to non-GAAP financial information.

(4) Refer to Table 2 for schedule of adjusting items.

Forum Energy Technologies, Inc.

Supplemental schedule – Orders information

(Unaudited)

 

 

 

 

 

 

 

 

Three months ended

(in millions of dollars)

 

December 31,
2020

 

December 31,
2019

 

September 30,
2020

Orders

 

 

 

 

 

 

Drilling & Downhole

 

$

57.5

 

$

73.8

 

 

$

38.7

Completions

 

 

30.3

 

 

58.3

 

 

 

18.4

Production

 

 

36.3

 

 

69.7

 

 

 

35.2

Total orders

 

$

124.1

 

$

201.8

 

 

$

92.3

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

Drilling & Downhole

 

$

49.9

 

$

78.2

 

 

$

43.2

Completions

 

 

30.6

 

 

58.3

 

 

 

19.6

Production

 

 

32.5

 

 

64.7

 

 

 

40.8

Eliminations

 

 

 

 

(1.4

)

 

 

Total revenue

 

$

113.0

 

$

199.8

 

 

$

103.6

 

 

 

 

 

 

 

Book to bill ratio (1)

 

 

 

 

 

 

Drilling & Downhole

 

 

1.15

 

 

0.94

 

 

 

0.90

Completions

 

 

0.99

 

 

1.00

 

 

 

0.94

Production

 

 

1.12

 

 

1.08

 

 

 

0.86

Total book to bill ratio

 

 

1.10

 

 

1.01

 

 

 

0.89

 

 

 

 

 

 

 

(1) The book-to-bill ratio is calculated by dividing the dollar value of orders received in a given period by the revenue earned in that same period. The Company believes that this ratio is useful to investors because it provides an indication of whether the demand for our products, in the markets in which the Company operates, is strengthening or declining. A ratio of greater than one is indicative of improving market demand, while a ratio of less than one would suggest weakening demand. In addition, the Company believes the book-to-bill ratio provides more meaningful insight into future revenues for our business than other measures, such as order backlog, because the majority of the Company’s products are activity based consumable items or shorter cycle capital equipment, neither of which are typically ordered by customers far in advance.

Forum Energy Technologies, Inc.

Reconciliation of GAAP to non-GAAP financial information

(Unaudited)

Table 1 – Adjusting items

 

 

 

 

 

Three months ended

 

 

December 31, 2020

 

December 31, 2019

 

September 30, 2020

(in millions, except per share information)

 

Operating loss

 

EBITDA (1)

 

Net loss

 

Operating income (loss)

 

EBITDA (1)

 

Net income (loss)

 

Operating loss

 

EBITDA (1)

 

Net loss

As reported

 

(104.1)

 

 

(11.3)

 

 

(32.7)

 

 

(7.8)

 

 

1.2

 

 

(12.4)

 

 

$

(37.1)

 

 

$

0.4

 

 

$

(21.6)

 

% of revenue

 

(92.1)

%

 

(10.0)

%

 

 

 

(3.9)

%

 

0.6

%

 

 

 

(35.8)

%

 

0.4

%

 

 

Restructuring charges and other

 

6.1

 

 

6.1

 

 

6.1

 

 

0.5

 

 

0.5

 

 

0.5

 

 

3.3

 

 

3.3

 

 

3.3

 

Transaction expenses

 

2.3

 

 

2.3

 

 

2.3

 

 

0.2

 

 

0.2

 

 

0.2

 

 

0.7

 

 

0.7

 

 

0.7

 

Inventory and other working capital adjustments

 

78.2

 

 

78.2

 

 

78.2

 

 

2.9

 

 

2.9

 

 

2.9

 

 

1.2

 

 

1.2

 

 

1.2

 

Impairments of property and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

3.0

 

 

3.0

 

 

3.0

 

Impairments of operating lease assets

 

1.2

 

 

1.2

 

 

1.2

 

 

0.2

 

 

0.2

 

 

0.2

 

 

4.8

 

 

4.8

 

 

4.8

 

Gain on disposition of business

 

 

 

(88.4)

 

 

(88.4)

 

 

 

 

(2.3)

 

 

(2.3)

 

 

 

 

 

 

 

Gain on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(28.7)

 

 

(28.7)

 

Deferred loan costs written off

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.3

 

 

0.3

 

Stock-based compensation expense

 

 

 

2.1

 

 

 

 

 

 

3.9

 

 

 

 

 

 

1.9

 

 

 

Loss (gain) on foreign exchange, net (2)

 

 

 

7.2

 

 

7.2

 

 

 

 

8.0

 

 

8.0

 

 

 

 

3.4

 

 

3.4

 

Income tax expense (benefit) of adjustments

 

 

 

 

 

(0.8)

 

 

 

 

 

 

(0.4)

 

 

 

 

 

 

 

Valuation allowance on deferred tax assets

 

 

 

 

 

 

 

 

 

 

 

(6.5)

 

 

 

 

 

 

 

As adjusted (1)

 

$

(16.3)

 

 

$

(2.6)

 

 

$

(26.9)

 

 

$

(4.0)

 

 

$

14.6

 

 

$

(9.8)

 

 

$

(24.1)

 

 

$

(9.7)

 

 

$

(33.6)

 

% of revenue

 

(14.4)

%

 

(2.3)

%

 

 

 

(2.0)

%

 

7.3

%

 

 

 

(23.3)

%

 

(9.4)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted shares outstanding as reported

 

 

 

 

 

5.6

 

 

 

 

 

 

5.5

 

 

 

 

 

 

5.6

 

Diluted shares outstanding as adjusted

 

 

 

 

 

5.6

 

 

 

 

 

 

5.5

 

 

 

 

 

 

5.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS – as reported

 

 

 

 

 

$

(5.85)

 

 

 

 

 

 

$

(2.25)

 

 

 

 

 

 

$

(3.86)

 

Diluted EPS – as adjusted

 

 

 

 

 

$

(4.80)

 

 

 

 

 

 

$

(1.78)

 

 

 

 

 

 

$

(6.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The Company believes that the presentation of EBITDA, adjusted EBITDA, adjusted operating income, adjusted net income and adjusted diluted EPS are useful to the Company’s investors because (i) each of these financial metrics are useful to investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of the Company’s normal operating results and (ii) EBITDA is an appropriate measure of evaluating the Company’s operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the Company’s securities and making strategic acquisitions. In addition, these benchmarks are widely used in the investment community. See the attached separate schedule for the reconciliation of GAAP to non-GAAP financial information.

 

(2) Foreign exchange, net primarily relates to cash and receivables denominated in U.S. dollars by some of our non-U.S. subsidiaries that report in a local currency, and therefore the loss has no economic impact in dollar terms.

Forum Energy Technologies, Inc.

Reconciliation of GAAP to non-GAAP financial information

(Unaudited)

Table 2 – Adjusting items

 

 

 

 

 

Year ended

 

 

December 31, 2020

 

December 31, 2019

(in millions, except per share information)

 

Operating loss

 

EBITDA (1)

 

Net loss

 

Operating income (loss)

 

EBITDA (1)

 

Net loss

As reported

 

$

(231.6

)

 

$

(28.5

)

 

$

(96.9

)

 

$

(536.1

)

 

$

(474.0

)

 

$

(567.1

)

% of revenue

 

 

(45.2

)%

 

 

(5.6

)%

 

 

 

 

(56.0

)%

 

 

(49.6

)%

 

 

Restructuring charges and other

 

 

18.9

 

 

 

18.9

 

 

 

18.9

 

 

 

6.4

 

 

 

6.4

 

 

 

6.4

 

Transaction expenses

 

 

3.1

 

 

 

3.1

 

 

 

3.1

 

 

 

1.2

 

 

 

1.2

 

 

 

1.2

 

Inventory and other working capital adjustments

 

 

93.8

 

 

 

93.8

 

 

 

93.8

 

 

 

5.4

 

 

 

5.4

 

 

 

5.4

 

Impairments of goodwill, intangibles, property and equipment

 

 

20.4

 

 

 

20.4

 

 

 

20.4

 

 

 

532.3

 

 

 

532.3

 

 

 

532.3

 

Impairments of operating lease assets

 

 

15.4

 

 

 

15.4

 

 

 

15.4

 

 

 

2.4

 

 

 

2.4

 

 

 

2.4

 

Gain on disposition of business

 

 

 

 

 

(88.4

)

 

 

(88.4

)

 

 

 

 

 

(2.3

)

 

 

(2.3

)

Gain on extinguishment of debt

 

 

 

 

 

(72.5

)

 

 

(72.5

)

 

 

 

 

 

 

 

 

 

Deferred loan costs written off

 

 

 

 

 

2.3

 

 

 

2.3

 

 

 

 

 

 

 

 

 

 

Amortization of basis difference for equity method investment (2)

 

 

 

 

 

 

 

 

 

 

 

1.2

 

 

 

1.2

 

 

 

1.2

 

Disposal related equity-based compensation recorded by equity investment subsidiary

 

 

 

 

 

 

 

 

 

 

 

1.0

 

 

 

1.0

 

 

 

1.0

 

Gain realized on previously held equity investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.6

)

 

 

(1.6

)

Contingent consideration benefit

 

 

 

 

 

 

 

 

 

 

 

(4.6

)

 

 

(4.6

)

 

 

(4.6

)

Stock-based compensation expense

 

 

 

 

 

9.8

 

 

 

 

 

 

 

 

 

15.8

 

 

 

 

Loss (gain) on foreign exchange, net (3)

 

 

 

 

 

6.3

 

 

 

6.3

 

 

 

 

 

 

5.3

 

 

 

5.3

 

Impact of U.S. CARES Act

 

 

 

 

 

 

 

 

(16.6

)

 

 

 

 

 

 

 

 

 

Income tax expense (benefit) of adjustments

 

 

 

 

 

 

 

 

(0.8

)

 

 

 

 

 

 

 

 

(0.2

)

Valuation allowance on deferred tax assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.6

)

As adjusted (1)

 

$

(80.0

)

 

$

(19.4

)

 

$

(115.0

)

 

$

9.2

 

 

$

88.5

 

 

$

(21.2

)

% of revenue

 

 

(15.6

)%

 

 

(3.8

)%

 

 

 

 

1.0

%

 

 

9.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted shares outstanding as reported

 

 

 

 

 

 

5.6

 

 

 

 

 

 

 

5.5

 

Diluted shares outstanding as adjusted

 

 

 

 

 

 

5.5

 

 

 

 

 

 

 

5.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS – as reported

 

 

 

 

 

$

(17.37

)

 

 

 

 

 

$

(103.01

)

Diluted EPS – as adjusted

 

 

 

 

 

$

(20.91

)

 

 

 

 

 

$

(3.85

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The Company believes that the presentation of EBITDA, adjusted EBITDA, adjusted operating income, adjusted net income and adjusted diluted EPS are useful to the Company’s investors because (i) each of these financial metrics are useful to investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of the Company’s normal operating results and (ii) EBITDA is an appropriate measure of evaluating the Company’s operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the Company’s securities and making strategic acquisitions. In addition, these benchmarks are widely used in the investment community. See the attached separate schedule for the reconciliation of GAAP to non-GAAP financial information.

 

(2) The difference between the fair value of our interest in Ashtead and the book value of the underlying net assets resulted in a basis difference non-operating gain, which was allocated to fixed assets, intangible assets and goodwill based on their respective fair values as of the transaction date. This amount represents the amortization of the basis difference gain associated with intangible assets and property, plant and equipment which is included in equity earnings (loss) over the estimated life of the respective assets.

 

(3) Foreign exchange, net primarily relates to cash and receivables denominated in U.S. dollars by some of our non-U.S. subsidiaries that report in a local currency, and therefore the loss has no economic impact in dollar terms.

Forum Energy Technologies, Inc.

Reconciliation of GAAP to non-GAAP financial information

(Unaudited)

 

 

 

Table 3 – Adjusting Items

 

 

Three months ended

(in millions of dollars)

 

December 31,
2020

 

December 31,
2019

 

September 30,
2020

EBITDA reconciliation (1)

 

 

 

 

 

 

Net loss

 

$

(32.7

)

 

$

(12.4

)

 

$

(21.6

)

Interest expense

 

 

8.7

 

 

 

7.4

 

 

 

8.5

 

Depreciation and amortization

 

 

11.8

 

 

 

14.8

 

 

 

12.4

 

Income tax expense (benefit)

 

 

0.9

 

 

 

(8.6

)

 

 

1.1

 

EBITDA

 

$

(11.3

)

 

$

1.2

 

 

$

0.4

 

 

 

 

 

 

 

 

(1) The Company believes that the presentation of EBITDA is useful to investors because EBITDA is an appropriate measure of evaluating the Company’s operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the Company’s securities and making strategic acquisitions. In addition, EBITDA is a widely used benchmark in the investment community.

Forum Energy Technologies, Inc.

Reconciliation of GAAP to non-GAAP financial information

(Unaudited)

 

 

 

Table 4 – Adjusting Items

 

 

Year ended

(in millions of dollars)

 

December 31,
2020

 

December 31,
2019

EBITDA reconciliation (1)

 

 

 

 

Net loss

 

$

(96.9

)

 

$

(567.1

)

Interest expense

 

 

30.3

 

 

 

31.6

 

Depreciation and amortization

 

 

51.0

 

 

 

63.3

 

Income tax benefit

 

 

(12.9

)

 

 

(1.8

)

EBITDA

 

$

(28.5

)

 

$

(474.0

)

 

 

 

 

 

(1) The Company believes that the presentation of EBITDA is useful to investors because EBITDA is an appropriate measure of evaluating the Company’s operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the Company’s securities and making strategic acquisitions. In addition, EBITDA is a widely used benchmark in the investment community.

Table 5 – Adjusting items

 

 

Year ended

(in millions of dollars)

 

December 31,
2020

 

December 31,
2019

Free cash flow, before acquisitions, reconciliation (1)

 

 

 

 

Net cash provided by operating activities

 

$

3.9

 

 

$

104.1

 

Capital expenditures for property and equipment

 

 

(2.2

)

 

 

(15.1

)

Proceeds from sale of property and equipment

 

 

5.3

 

 

 

0.5

 

Free cash flow, before acquisitions

 

$

7.0

 

 

$

89.5

 

 

 

 

 

 

(1) The Company believes free cash flow, before acquisitions is an important measure because it encompasses both profitability and capital management in evaluating results.

Forum Energy Technologies, Inc.

Supplemental schedule – Product line revenue

(Unaudited)

 

 

Three months ended

(in millions of dollars)

 

December 31,
2020

 

December 31,
2019

 

September 30,
2020

Revenue:

 

$

%

 

$

%

 

$

%

Drilling Technologies

 

$

23.2

 

20.6

%

 

$

35.1

 

17.5

%

 

$

17.5

 

16.9

%

Downhole Technologies

 

13.1

 

11.6

%

 

27.9

 

14.0

%

 

13.4

 

12.9

%

Subsea Technologies

 

13.6

 

12.0

%

 

15.2

 

7.6

%

 

12.3

 

11.9

%

Drilling & Downhole

 

49.9

 

44.2

%

 

78.2

 

39.1

%

 

43.2

 

41.7

%

 

 

 

 

 

 

 

 

 

 

Stimulation and Intervention

 

14.0

 

12.4

%

 

27.4

 

13.7

%

 

9.3

 

9.0

%

Coiled Tubing

 

16.6

 

14.7

%

 

30.9

 

15.5

%

 

10.3

 

9.9

%

Completions

 

30.6

 

27.1

%

 

58.3

 

29.2

%

 

19.6

 

18.9

%

 

 

 

 

 

 

 

 

 

 

Production Equipment

 

12.1

 

10.7

%

 

23.9

 

12.0

%

 

15.5

 

15.0

%

Valve Solutions

 

20.4

 

18.1

%

 

40.8

 

20.4

%

 

25.3

 

24.4

%

Production

 

32.5

 

28.8

%

 

64.7

 

32.4

%

 

40.8

 

39.4

%

Eliminations

 

 

(0.1)

%

 

(1.4)

 

(0.7)

%

 

 

%

Total Revenue

 

$

113.0

 

100.0

%

 

$

199.8

 

100.0

%

 

$

103.6

 

100.0

%

 

 

 

 

 

 

 

 

 

 

EBIX – Kessler Topaz Meltzer & Check, LLP Announces a Securities Fraud Class Action Filed Against Ebix, Inc. – EBIX

RADNOR, Pa., Feb. 23, 2021 (GLOBE NEWSWIRE) — The law firm of Kessler Topaz Meltzer & Check, LLP announces that a securities fraud class action lawsuit has been filed in the United States District Court for the Southern District of New York against Ebix, Inc. (NASDAQ: EBIX) (“Ebix”) on behalf of those who purchased or acquired Ebix securities between November 9, 2020 and February 19, 2021, inclusive (the “Class Period”).
Investors who purchased or acquired Ebix securities during the Class Period may, no later than April 23, 2021, seek to be appointed as a lead plaintiff representative of the class. For additional information or to learn how to participate in this litigation please contact Kessler Topaz Meltzer & Check, LLP: James Maro, Esq. (484) 270-1453 or Adrienne Bell, Esq. (484) 270-1435; toll free at (844) 887-9500; via e-mail at info@ktmc.com; or click https://www.ktmc.com/ebix-inc-securities-class-action-lawsuit?utm_source=PR&utm_medium=link&utm_campaign=ebixEbix supplies infrastructure exchanges to the insurance, financial, travel, cash remittances, and healthcare industries.The Class Period commences on November 9, 2020, when Ebix filed its quarterly report for the period ended September 30, 2020 on a Form 10-Q with the U.S. Securities and Exchange Commission, stating in relevant part that the “Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our ‘disclosure controls and procedures’ . . . [and] have concluded that these disclosure controls and procedures are effective.”On February 19, 2021, after the market closed, Ebix revealed that its independent auditor, RSM US LLP (“RSM”), resigned “as a result of being unable, despite repeated inquiries, to obtain sufficient appropriate audit evidence that would allow it to evaluate the business purpose of significant unusual transactions that occurred in the fourth quarter of 2020” related to Ebix’s gift card business in India. RSM also stated that there was a material weakness related to Ebix’s failure to design controls “over the gift or prepaid card revenue transaction cycle sufficient to prevent or detect a material misstatement.” Additionally, Ebix and RSM disagreed over the accounting treatment of $30 million that had been transferred into a commingled trust account of Ebix’s outside legal counsel in December 2020.Following this news, Ebix’s share price fell $20.24, or approximately 40%, to close at $30.50 on February 22, 2021.The complaint alleges that, throughout the Class Period, the defendants failed to disclose to investors that: (1) there was insufficient audit evidence to determine the business purpose of certain significant unusual transactions in Ebix’s gift card business in India during the fourth quarter of 2020; (2) there was a material weakness in Ebix’s internal controls over the gift or prepaid revenue transaction cycle; (3) Ebix’s independent auditor, RSM, was reasonably likely to resign over disagreements with Ebix regarding $30 million that had been transferred into a commingled trust account of Ebix’s outside legal counsel; and (4) as a result of the foregoing, the defendants’ positive statements about Ebix’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.Ebix investors may, no later than April 23, 2021, seek to be appointed as a lead plaintiff representative of the class through Kessler Topaz Meltzer & Check, LLP or other counsel, or may choose to do nothing and remain an absent class member.  A lead plaintiff is a representative party who acts on behalf of all class members in directing the litigation.  In order to be appointed as a lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class.  Your ability to share in any recovery is not affected by the decision of whether or not to serve as a lead plaintiff.Kessler Topaz Meltzer & Check, LLP prosecutes class actions in state and federal courts throughout the country involving securities fraud, breaches of fiduciary duties and other violations of state and federal law. Kessler Topaz Meltzer & Check, LLP is a driving force behind corporate governance reform, and has recovered billions of dollars on behalf of institutional and individual investors from the United States and around the world.  The firm represents investors, consumers and whistleblowers (private citizens who report fraudulent practices against the government and share in the recovery of government dollars).  The complaint in this action was not filed by Kessler Topaz Meltzer & Check, LLP. For more information about Kessler Topaz Meltzer & Check, LLP please visit www.ktmc.com.CONTACT:Kessler Topaz Meltzer & Check, LLP
James Maro, Jr., Esq.
Adrienne Bell, Esq.
280 King of Prussia Road
Radnor, PA 19087
(844) 887-9500 (toll free)
(610) 667-7706
info@ktmc.com

IRTC – IRTC INVESTOR NOTICE: ROSEN, A GLOBAL AND LEADING LAW FIRM, Encourages iRhythm Technologies, Inc. Investors to Secure Counsel Before Important Deadline – IRTC

NEW YORK, Feb. 23, 2021 (GLOBE NEWSWIRE) — WHY: Rosen Law Firm, a global investor rights law firm, reminds purchasers of the securities of iRhythm Technologies, Inc. (NASDAQ: IRTC) between August 4, 2020 and January 28, 2021, inclusive (the “Class Period”), of the important April 2, 2021 lead plaintiff deadline.
SO WHAT: If you purchased iRhythm securities during the Class Period you may be entitled to compensation without payment of any out of pocket fees or costs through a contingency fee arrangement.WHAT TO DO NEXT: To join the iRhythm class action, go to http://www.rosenlegal.com/cases-register-1539.html or call Phillip Kim, Esq. toll-free at 866-767-3653 or email pkim@rosenlegal.com or cases@rosenlegal.com for information on the class action. A class action lawsuit has already been filed. If you wish to serve as lead plaintiff, you must move the Court no later than April 2, 2021. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation.WHY ROSEN LAW: We encourage investors to select qualified counsel with a track record of success in leadership roles. Often, firms issuing notices do not have comparable experience or resources. The Rosen Law Firm represents investors throughout the globe, concentrating its practice in securities class actions and shareholder derivative litigation. Rosen Law Firm has achieved the largest ever securities class action settlement against a Chinese Company. Rosen Law Firm was Ranked No. 1 by ISS Securities Class Action Services for number of securities class action settlements in 2017. The firm has been ranked in the top 3 each year since 2013 and has recovered hundreds of millions of dollars for investors. In 2019 alone the firm secured over $438 million for investors. In 2020 founding partner Laurence Rosen was named by law360 as a Titan of Plaintiffs’ Bar. Many of the firm’s attorneys have been recognized by Lawdragon and Super Lawyers.DETAILS OF THE CASE: The complaint alleges that throughout the Class Period, defendants made false and/or misleading statements and/or failed to disclose that: (1) iRhythm’s business would suffer as a result of the U.S. Centers for Medicare and Medicaid Services’ (“CMS”) rulemaking; (2) reimbursement rates would in fact plummet; (3) a lack of national pricing in the CMS rule and fee schedule would cause uncertainty and weakness in iRhythm’s business; and (4) as a result of the foregoing, defendants’ public statements were materially false and misleading at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages.To join the iRhythm class action, go to http://www.rosenlegal.com/cases-register-1539.html or call Phillip Kim, Esq. toll-free at 866-767-3653 or email pkim@rosenlegal.com or cases@rosenlegal.com for information on the class action.No Class Has Been Certified. Until a class is certified, you are not represented by counsel unless you retain one. You may select counsel of your choice. You may also remain an absent class member and do nothing at this point. An investor’s ability to share in any potential future recovery is not dependent upon serving as lead plaintiff.Follow us for updates on LinkedIn: https://www.linkedin.com/company/the-rosen-law-firm, on Twitter: https://twitter.com/rosen_firm or on Facebook: https://www.facebook.com/rosenlawfirm/.Attorney Advertising. Prior results do not guarantee a similar outcome.Contact Information:        Laurence Rosen, Esq.
        Phillip Kim, Esq.
        The Rosen Law Firm, P.A.
        275 Madison Avenue, 40th Floor
        New York, NY 10016
        Tel: (212) 686-1060
        Toll Free: (866) 767-3653
        Fax: (212) 202-3827
        lrosen@rosenlegal.com
        pkim@rosenlegal.com
        cases@rosenlegal.com
        www.rosenlegal.com

BOASU – BOA Acquisition Corp. Announces Pricing of Upsized $200 Million Initial Public Offering

WASHINGTON–(BUSINESS WIRE)–BOA Acquisition Corp. (the “Company”), a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, announced today that it has priced its upsized initial public offering of 20,000,000 units at $10.00 per unit. The units will be listed on the New York Stock Exchange and trade under the ticker symbol “BOAS.U” beginning February 24, 2021. Each unit consists of one share of common stock and one-third of one redeemable warrant. Each whole warrant is exercisable to purchase one share of Class A common stock of the Company at a price of $11.50 per share. Only whole warrants are exercisable and will trade. Once the securities comprising the units begin separate trading, the Class A common stock and warrants are expected to be listed on the New York Stock Exchange under the symbols “BOAS” and “BOAS.W,” respectively.

BTIG, LLC is acting as sole book running manager for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

The Company intends to focus on combining with “PropTech” businesses that provide technological solutions and innovation to the broader real estate industry with an aggregate enterprise value greater than $500 million, as the Company believes that businesses that use digital technologies, services and solutions to streamline the marketplace and disrupt standardized practices provide an attractive opportunity for business combinations. The Company is led by Scott J. Seligman, Chairman; Brian D. Friedman, Chief Executive Officer and Chief Investment Officer; and Benjamin A. Friedman, Chief Financial Officer and Head of Investor Relations.

The public offering is being made only by means of a prospectus. When available, copies of the prospectus relating to the offering may be obtained from: BTIG, LLC, 65 East 55th Street, New York, NY 10022, or by e-mail at equitycapitalmarkets@btig.com.

Registration statements relating to the securities became effective on February 23, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering is expected to close on February 26, 2021, subject to customary closing conditions.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement filed with the Securities and Exchange Commission (“SEC”) and the preliminary prospectus included therein. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

About BOA Acquisition Corp.

BOA Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on businesses that provide technological solutions and innovation to the broader real estate industry.

XOM – ROSEN, RECOGNIZED INVESTOR COUNSEL, Encourages Exxon Mobil Corporation Investors With Losses in Excess of $500K to Secure Counsel Before Important Deadline – XOM

New York, New York–(Newsfile Corp. – February 23, 2021) – WHY: Rosen Law Firm, a global investor rights law firm, reminds purchasers of the securities of Exxon Mobil Corporation (NYSE: XOM) between February 28, 2018 and January 14, 2021, inclusive (the “Class Period”), of the important March 29, 2021 lead plaintiff deadline.

SO WHAT: If you purchased Exxon securities during the Class Period you may be entitled to compensation without payment of any out of pocket fees or costs through a contingency fee arrangement.

WHAT TO DO NEXT: To join the Exxon class action, go to http://www.rosenlegal.com/cases-register-2021.html or call Phillip Kim, Esq. toll-free at 866-767-3653 or email pkim@rosenlegal.com or cases@rosenlegal.com for information on the class action. A class action lawsuit has already been filed. If you wish to serve as lead plaintiff, you must move the Court no later than March 29, 2021. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation.

WHY ROSEN LAW: We encourage investors to select qualified counsel with a track record of success in leadership roles. Often, firms issuing notices do not have comparable experience or resources. The Rosen Law Firm represents investors throughout the globe, concentrating its practice in securities class actions and shareholder derivative litigation. Rosen Law Firm has achieved the largest ever securities class action settlement against a Chinese Company. Rosen Law Firm was Ranked No. 1 by ISS Securities Class Action Services for number of securities class action settlements in 2017. The firm has been ranked in the top 3 each year since 2013 and has recovered hundreds of millions of dollars for investors. In 2019 alone the firm secured over $438 million for investors. In 2020 founding partner Laurence Rosen was named by law360 as a Titan of Plaintiffs’ Bar. Many of the firm’s attorneys have been recognized by Lawdragon and Super Lawyers.

DETAILS OF THE CASE: According to the lawsuit, defendants throughout the Class Period made false and/or misleading statements and/or failed to disclose that: (1) Exxon had overstated the value of its assets in the Permian Basin by at least $10 billion to $20 billion; (2) Exxon’s aggressive production goals in the Permian Basin were unrealistic and overly optimistic; (3) Exxon therefore faced an increased risk of heightened regulatory scrutiny; (4) Exxon lacked effective internal control over financial reporting; and (5) as a result, defendants’ public statements were materially false and misleading at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages.

To join the Exxon class action, go to http://www.rosenlegal.com/cases-register-2021.html or call Phillip Kim, Esq. toll-free at 866-767-3653 or email pkim@rosenlegal.com or cases@rosenlegal.com for information on the class action.

No Class Has Been Certified. Until a class is certified, you are not represented by counsel unless you retain one. You may select counsel of your choice. You may also remain an absent class member and do nothing at this point. An investor’s ability to share in any potential future recovery is not dependent upon serving as lead plaintiff.

Follow us for updates on LinkedIn: https://www.linkedin.com/company/the-rosen-law-firm, on Twitter: https://twitter.com/rosen_firm or on Facebook: https://www.facebook.com/rosenlawfirm/.

Attorney Advertising. Prior results do not guarantee a similar outcome.

——————————-

Contact Information:

Laurence Rosen, Esq.
Phillip Kim, Esq.
The Rosen Law Firm, P.A.
275 Madison Avenue, 40th Floor
New York, NY 10016
Tel: (212) 686-1060
Toll Free: (866) 767-3653
Fax: (212) 202-3827
lrosen@rosenlegal.com
pkim@rosenlegal.com
cases@rosenlegal.com
www.rosenlegal.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/75276

info