Business Context and Reporting Period
This Form 8-K Current Report was filed by Babcock & Wilcox Enterprises, Inc. on April 10, 2018. The filing addresses the finalization of financial results for the three months ended March 31, 2018, significant executive leadership changes, and amendments to an ongoing rights offering.
Key Financial Metrics and Capital Structure
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity for the period ended March 31, 2018. These figures are referenced as being contained in a press release attached as Exhibit 99.1, which is incorporated by reference but not included in the provided text.
Regarding capital structure, the Company is conducting a Rights Offering. Each Right entitles holders to purchase 2.8 shares of common stock at a price of $2.00 per share.
Material Changes and Executive Departures
- Chief Financial Officer Transition: Jenny L. Apker will retire as Senior Vice President and Chief Financial Officer effective June 1, 2018, due to health-related reasons. She will remain as a non-executive employee through August 31, 2018, to assist with the transition.
- Interim CFO Appointment: Joel K. Mostrom, a Senior Director with Alvarez & Marsal North America, LLC, has been appointed as interim Chief Financial Officer effective June 1, 2018.
- Compensation Arrangement: The Company expects to pay Alvarez & Marsal an additional $130,000 per month under their existing professional services agreement in connection with Mr. Mostrom's appointment.
Guidance, Outlook, and Rights Offering Amendments
The Company issued a press release on April 10, 2018, announcing updates to its 2018 guidance and performance information for the first quarter. Specific guidance figures are not detailed in this filing text.
The Company extended the expiration date of its Rights Offering, which commenced on March 19, 2018. The Rights will now expire if not exercised by 5:00 p.m. New York City time on April 30, 2018, unless further extended. Revised subscription certificates and a prospectus supplement are expected to be mailed to shareholders beginning on or about April 11, 2018.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release) for specific Q1 2018 financial results and updated 2018 guidance figures.
- Verify the terms of the amended Rights Offering in the prospectus supplement (Exhibit 99.2) and confirm the April 30, 2018 expiration deadline.
- Monitor the transition of the CFO role and the potential impact of the interim arrangement on financial reporting continuity.
- Confirm the total capital raise potential from the Rights Offering based on the number of outstanding shares and the $2.00 exercise price.