UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
| Item 2.02. | Results of Operations and Financial Condition. |
On March 9, 2021, the Company issued the Earnings Release, a copy of which was furnished as Exhibit 99.1 to the Initial Report. The Company’s balance sheet as of December 31, 2020 contained in the Earnings Release included accrued liabilities and deferred tax assets of $7.4 million and $75.0 million, respectively, which should have been included in the loss on discontinued operations. In the consolidated statements of income contained in the Earnings Release, the net loss from discontinued operations, net of tax, for the three months and year ended December 31, 2020 was understated by $82.4 million for this same reason. The correction had no effect on results from continuing operations or cash flows of the Company, and had no effect on Adjusted EBITDA, Adjusted net income, Adjusted EPS or Adjusted diluted EPS as reported in the Earnings Release furnished as Exhibit 99.1 to the Initial Report. The foregoing will be corrected in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. A corrected copy of the Earnings Release is available on the Company’s website at investor.pqcorp.com.
The information contained in this Item 2.02 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 16, 2021 | PQ Group Holdings Inc. | |||||
| By: | /s/ Michael Crews | |||||
| Name: | Michael Crews | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||