This Amendment No. 1 to Form 8-K relates to a Current Report on Form 8-K originally filed on January 3, 2022 wherein we announced the commitment by our board to dispose of Orbital Gas Systems, Ltd. (“Orbital UK”) and Orbital Gas Systems, North America, Inc. (“OGSNA”). Orbital UK and OGSNA are collectively referred to as the “Orbital Gas Subsidiaries”.

 

On March 30, 2022 our Audit Committee approved the recognition of approximately a $9.2 million (U.S.) charge for impairment and disposal costs from discontinued operations associated with the disposition of Orbital UK. We are still actively soliciting interests for the sale of OGSNA.

 

As previously reported, our management does not believe that the impairment charges and disposal costs associated with this completed sale of Orbital UK or our disposition of OGSNA will have a material adverse effect on our future financial performance because of the anticipated cost savings and elimination of negative cash flow associated with the Orbital Gas Subsidiaries.

 

This Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plans,” “goals,” “should” and similar expressions are intended to identify “forward-looking statements.” These statements reflect our management’s expectations or beliefs as of the date of this Form 8-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In particular, statements regarding the Company’s restructuring and cost-savings plans through the disposition of the Orbital Gas Subsidiaries constitute forward-looking statements. These forward-looking statements are subject to significant risks that could cause actual results to differ materially from the expectations reflected in the forward-looking statements. Such risks include, without limitation, that: we may be unable to achieve our anticipated results form the business restructuring initiatives; implementation of the cost-saving and business restructuring initiatives may take more time or cost more than expected; we may not close on the sale of Orbital UK; we may not be able to dispose of OGSNA in a timely fashion or on favorable terms; the anticipated cost-saving initiatives may not be achieved, or they may be materially less than anticipated; and the restructuring may result in disruption in delivery of services to our customers. More information concerning potential factors that could affect future financial results and the impairment and disposal costs associated with Orbital UK is included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in subsequent filings with the U.S. Securities and Exchange Commission.