01—Abstract
Summary
Summary of the 8-K filed July 24, 2020. Cited figures are marked; the original filing is the authoritative source.
Ecolab Inc. (ECL) has filed a Current Report on Form 8-K on July 24, 2020, to provide updated financial information following the completion of its Reverse Morris Trust transaction involving its Upstream Energy business.
This business, now named ChampionX, has been separated and merged with Apergy Corporation, and its historical financial results are now presented as discontinued operations. This strategic shift significantly impacts Ecolab's reported financial performance, and the company is providing revised consolidated statements of income and segment information to reflect this change for 2018, 2019, and the first quarter of 2020. In addition to the revised historical financial statements, Ecolab is also presenting supplemental non-GAAP financial measures, such as fixed currency sales, adjusted gross margin, and adjusted diluted EPS.
These measures are intended to offer greater transparency and facilitate period-to-period comparisons by excluding the impact of the separated Upstream Energy business and currency fluctuations. Investors should review these revised presentations to understand Ecolab's ongoing business performance and financial health post-divestiture.
02—Key points
Key Highlights
- Ecolab completed the separation of its Upstream Energy business (ChampionX) via a Reverse Morris Trust transaction on June 3, 2020.
- The ChampionX business is now presented as discontinued operations in Ecolab's historical financial statements.
- Revised consolidated statements of income for 2018 and 2019 are provided, reflecting ChampionX as discontinued operations.
- Supplemental financial data for quarterly periods in 2019 and the first quarter of 2020 are also updated to show discontinued operations.
- Ecolab is furnishing supplemental non-GAAP financial measures including fixed currency sales, adjusted gross margin, and adjusted diluted EPS.
- These non-GAAP measures aim to provide greater transparency and facilitate performance comparison by excluding discontinued operations and currency impacts.
- The provided information is furnished and not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
The main purpose of this 8-K filing is to report the completion of Ecolab's separation of its Upstream Energy business (ChampionX) and to provide revised financial statements and supplemental non-GAAP measures that reflect this business as discontinued operations.
Why are the results of the ChampionX business being presented as discontinued operations?
The ChampionX business is being presented as discontinued operations because its separation through a Reverse Morris Trust transaction represents a strategic shift that has a major effect on Ecolab's operations and financial results, meeting the accounting criteria for such classification.
What kind of supplemental financial information is provided?
Ecolab is providing supplemental revised consolidated statements of income and reportable segment net sales and operating income for historical periods (2018, 2019, and Q1 2020). Additionally, they are presenting supplemental non-GAAP financial measures like fixed currency sales, adjusted gross margin, and adjusted diluted EPS to offer greater transparency and aid in period-to-period comparisons.
Are the financial figures in this filing officially 'filed' with the SEC for liability purposes?
No, the information in this Current Report on Form 8-K, including the exhibits, is furnished and shall not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, nor does it automatically become incorporated by reference into other SEC filings.
04—Continue