Delaware
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72-1123385
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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9320 Lakeside Blvd., Suite 100
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The Woodlands, Texas
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77381
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(Address of principal executive office)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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Large accelerated filer ___
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Accelerated filer
√
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Non-accelerated filer ___ (Do not check if a smaller reporting company)
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Smaller Reporting Company ___
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Emerging growth company
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▪
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difficulties and cost associated with complying with a wide variety of complex foreign laws, treaties and regulations;
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▪
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uncertainties in or unexpected changes in regulatory environments or tax laws;
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▪
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legal uncertainties, timing delays and expenses associated with tariffs, export licenses and other trade barriers;
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▪
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difficulties enforcing agreements and collecting receivables through foreign legal systems;
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▪
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risks associated with failing to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, export laws, and other similar laws applicable to our operations in international markets;
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▪
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exchange controls or other limitations on international currency movements, including restrictions on the repatriation of funds to the U.S. from certain countries, such as Algeria;
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▪
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sanctions imposed by the U.S. government that prevent us from engaging in business in certain countries or with certain counter-parties;
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▪
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inability to obtain or preserve certain intellectual property rights in the foreign countries in which we operate;
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▪
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our inexperience in certain international markets;
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▪
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fluctuations in foreign currency exchange rates;
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▪
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political and economic instability; and
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▪
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acts of terrorism.
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▪
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incorrect assumptions regarding business activity levels or results from our capital investments, acquired operations or assets;
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▪
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failure to complete a planned acquisition transaction or to successfully integrate the operations or management of any acquired businesses or assets in a timely manner, including the WSG acquisition mentioned above;
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▪
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diversion of management’s attention from existing operations or other priorities;
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▪
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unanticipated disruptions to our business associated with the implementation of our enterprise-wide operational and financial system; and
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▪
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delays in completion and cost overruns associated with large capital investments.
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▪
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self-insured retention limits on each claim, which are our responsibility;
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▪
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exclusions for certain types of liabilities and limitations on coverage for damages resulting from pollution;
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▪
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coverage limits of the policies, and the risk that claims will exceed policy limits; and
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▪
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the financial strength and ability of our insurance carriers to meet their obligations under the policies.
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Period
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High
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Low
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||||
2017
|
|
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|
|
||||
Fourth Quarter
|
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$
|
10.05
|
|
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$
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8.20
|
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Third Quarter
|
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$
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10.15
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$
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7.00
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Second Quarter
|
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$
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8.25
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$
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6.65
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First Quarter
|
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$
|
8.45
|
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$
|
6.75
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|
|
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|
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||||
2016
|
|
|
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|
||||
Fourth Quarter
|
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$
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8.20
|
|
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$
|
5.80
|
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Third Quarter
|
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$
|
7.72
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|
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$
|
5.48
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Second Quarter
|
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$
|
5.89
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|
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$
|
3.74
|
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First Quarter
|
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$
|
5.47
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$
|
3.35
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Period
|
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Total Number of
Shares Purchased (1) |
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Average Price
per Share |
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs ($ in millions)
|
||||||
October 2017
|
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8,195
|
|
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$
|
8.54
|
|
|
—
|
|
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$
|
33.5
|
|
November 2017
|
|
41,950
|
|
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$
|
9.45
|
|
|
—
|
|
|
$
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33.5
|
|
December 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
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33.5
|
|
|
Total
|
|
50,145
|
|
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$
|
9.30
|
|
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—
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|
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(1)
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During the three months ended
December 31, 2017
, we purchased an aggregate of
50,145
shares surrendered in lieu of taxes under vesting of restricted stock awards.
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As of and for the Year Ended December 31,
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||||||||||||||||||
(In thousands, except share data)
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2017
|
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2016
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2015
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2014
|
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2013
|
||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
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||||||||||
Revenues
|
$
|
747,763
|
|
|
$
|
471,496
|
|
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$
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676,865
|
|
|
$
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1,118,416
|
|
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$
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1,042,356
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Operating income (loss)
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31,436
|
|
|
(57,213
|
)
|
|
(99,099
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)
|
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130,596
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|
|
94,445
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|
|||||
Interest expense, net
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13,273
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|
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9,866
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|
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9,111
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10,431
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|
11,279
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|
|||||
Income (loss) from continuing operations
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11,219
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(40,712
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)
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(90,828
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)
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79,009
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52,622
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|
|||||
Income from discontinued operations, net of tax
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—
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|
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—
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|
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—
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1,152
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|
|
12,701
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|
|||||
Gain (loss) from disposal of discontinued operations, net of tax
|
(17,367
|
)
|
|
—
|
|
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—
|
|
|
22,117
|
|
|
—
|
|
|||||
Net income (loss)
|
(6,148
|
)
|
|
(40,712
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)
|
|
(90,828
|
)
|
|
102,278
|
|
|
65,323
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|||||
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||||||||||
Basic income (loss) per share from continuing operations
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$
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0.13
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$
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(0.49
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)
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$
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(1.10
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)
|
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$
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0.95
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|
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$
|
0.62
|
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Basic net income (loss) per share
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$
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(0.07
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)
|
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$
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(0.49
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)
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$
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(1.10
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)
|
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$
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1.23
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$
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0.77
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||||||||||
Diluted income (loss) per share from continuing operations
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$
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0.13
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$
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(0.49
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)
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$
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(1.10
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)
|
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$
|
0.84
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|
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$
|
0.56
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Diluted net income (loss) per share
|
$
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(0.07
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)
|
|
$
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(0.49
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)
|
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$
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(1.10
|
)
|
|
$
|
1.07
|
|
|
$
|
0.69
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
346,623
|
|
|
$
|
283,139
|
|
|
$
|
380,950
|
|
|
$
|
440,098
|
|
|
$
|
395,159
|
|
Total assets
|
902,716
|
|
|
798,183
|
|
|
848,893
|
|
|
1,007,672
|
|
|
954,918
|
|
|||||
Foreign bank lines of credit
|
1,000
|
|
|
—
|
|
|
7,371
|
|
|
11,395
|
|
|
12,809
|
|
|||||
Other current debt
|
518
|
|
|
83,368
|
|
|
11
|
|
|
253
|
|
|
58
|
|
|||||
Long-term debt, less current portion
|
158,957
|
|
|
72,900
|
|
|
171,211
|
|
|
170,462
|
|
|
170,009
|
|
|||||
Stockholders' equity
|
547,480
|
|
|
500,543
|
|
|
520,259
|
|
|
625,458
|
|
|
581,054
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operations
|
$
|
38,381
|
|
|
$
|
11,095
|
|
|
$
|
121,517
|
|
|
$
|
89,173
|
|
|
$
|
151,903
|
|
Net cash used in investing activities
|
(68,374
|
)
|
|
(28,260
|
)
|
|
(84,366
|
)
|
|
(14,002
|
)
|
|
(60,063
|
)
|
|||||
Net cash used in financing activities
|
(2,290
|
)
|
|
(650
|
)
|
|
(6,730
|
)
|
|
(49,158
|
)
|
|
(72,528
|
)
|
|
|
Year Ended December 31,
|
|
2017 vs 2016
|
|
2016 vs 2015
|
|||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
Count
|
|
%
|
|
Count
|
|
%
|
|||||||
U.S. Rig Count
|
|
877
|
|
|
509
|
|
|
978
|
|
|
368
|
|
|
72
|
%
|
|
(469
|
)
|
|
(48
|
%)
|
Canadian Rig Count
|
|
206
|
|
|
130
|
|
|
192
|
|
|
76
|
|
|
58
|
%
|
|
(62
|
)
|
|
(32
|
%)
|
Total
|
|
1,083
|
|
|
639
|
|
|
1,170
|
|
|
444
|
|
|
69
|
%
|
|
(531
|
)
|
|
(45
|
%)
|
•
|
A five year contract with Kuwait Oil Company to provide drilling fluids and related services for land operations. Work under this contract began in the second half of 2014.
|
•
|
Lot 1 and Lot 3 of a restricted tender by Sonatrach to provide drilling fluids and related services, which expanded our market share with Sonatrach in Algeria. Work under this three-year contract began in the second quarter of 2015, with activity levels ramping up during the second half of 2015 and early 2016. While revenues from this contract represented less than 10% of consolidated revenues in 2017, the contract contributed approximately
14%
of our consolidated revenues in 2016.
|
•
|
A contract with Total S.A. to provide drilling fluids and related services for an exploratory ultra-deepwater well in Block 14 of offshore Uruguay. This project was completed in 2016, contributing approximately $12 million of revenue for the year in 2016.
|
•
|
A two-year contract with Shell Oil in Albania to provide drilling fluids and related services for onshore drilling activity. Work under this contract began in 2016.
|
•
|
A three-year contract with Cairn Oil & Gas to provide drilling and completion fluids, along with associated services, in support of Cairn’s onshore drilling in India. Work under this contract began in the third quarter of 2017.
|
•
|
A contract with Baker Hughes, a GE Company, to provide drilling fluids and related services as part of Baker Hughes’ integrated service offering in support of the Greater Enfield project in offshore Western Australia. Work under this contract began in January 2018.
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Fluids systems
|
$
|
4,125
|
|
|
$
|
7,218
|
|
Mats and integrated services
|
285
|
|
|
717
|
|
||
Corporate office
|
162
|
|
|
228
|
|
||
Total employee termination costs
|
$
|
4,572
|
|
|
$
|
8,163
|
|
|
Year Ended December 31,
|
|
2017 vs 2016
|
|||||||||||
(In thousands)
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
747,763
|
|
|
$
|
471,496
|
|
|
$
|
276,267
|
|
|
59
|
%
|
Cost of revenues
|
607,899
|
|
|
437,836
|
|
|
170,063
|
|
|
39
|
%
|
|||
Selling, general and administrative expenses
|
108,838
|
|
|
88,473
|
|
|
20,365
|
|
|
23
|
%
|
|||
Other operating income, net
|
(410
|
)
|
|
(4,345
|
)
|
|
3,935
|
|
|
91
|
%
|
|||
Impairments and other charges
|
—
|
|
|
6,745
|
|
|
(6,745
|
)
|
|
NM
|
|
|||
Operating income (loss)
|
31,436
|
|
|
(57,213
|
)
|
|
88,649
|
|
|
155
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Foreign currency exchange (gain) loss
|
2,051
|
|
|
(710
|
)
|
|
2,761
|
|
|
NM
|
|
|||
Interest expense, net
|
13,273
|
|
|
9,866
|
|
|
3,407
|
|
|
35
|
%
|
|||
Gain on extinguishment of debt
|
—
|
|
|
(1,615
|
)
|
|
1,615
|
|
|
NM
|
|
|||
Income (loss) from continuing operations before income taxes
|
16,112
|
|
|
(64,754
|
)
|
|
80,866
|
|
|
125
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Provision (benefit) for income taxes
|
4,893
|
|
|
(24,042
|
)
|
|
28,935
|
|
|
120
|
%
|
|||
Income (loss) from continuing operations
|
11,219
|
|
|
(40,712
|
)
|
|
51,931
|
|
|
128
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Loss from disposal of discontinued operations, net of tax
|
(17,367
|
)
|
|
—
|
|
|
(17,367
|
)
|
|
NM
|
|
|||
Net Loss
|
$
|
(6,148
|
)
|
|
$
|
(40,712
|
)
|
|
$
|
34,564
|
|
|
85
|
%
|
|
Year ended December 31,
|
|
2017 vs 2016
|
|||||||||||
(In thousands)
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
$
|
615,803
|
|
|
$
|
395,461
|
|
|
$
|
220,342
|
|
|
56
|
%
|
Mats and integrated services
|
131,960
|
|
|
76,035
|
|
|
55,925
|
|
|
74
|
%
|
|||
Total revenues
|
$
|
747,763
|
|
|
$
|
471,496
|
|
|
$
|
276,267
|
|
|
59
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
$
|
27,580
|
|
|
$
|
(43,631
|
)
|
|
$
|
71,211
|
|
|
|
|
Mats and integrated services
|
40,491
|
|
|
14,741
|
|
|
25,750
|
|
|
|
|
|||
Corporate office
|
(36,635
|
)
|
|
(28,323
|
)
|
|
(8,312
|
)
|
|
|
|
|||
Operating income (loss)
|
$
|
31,436
|
|
|
$
|
(57,213
|
)
|
|
$
|
88,649
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Segment operating margin
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
4.5
|
%
|
|
(11.0
|
%)
|
|
|
|
|
|
|
|||
Mats and integrated services
|
30.7
|
%
|
|
19.4
|
%
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
2017 vs 2016
|
|||||||||||
(In thousands)
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
United States
|
$
|
341,075
|
|
|
$
|
149,876
|
|
|
$
|
191,199
|
|
|
128
|
%
|
Canada
|
54,322
|
|
|
33,050
|
|
|
21,272
|
|
|
64
|
%
|
|||
Total North America
|
395,397
|
|
|
182,926
|
|
|
212,471
|
|
|
116
|
%
|
|||
Latin America
|
36,965
|
|
|
40,736
|
|
|
(3,771
|
)
|
|
(9
|
%)
|
|||
Total Western Hemisphere
|
432,362
|
|
|
223,662
|
|
|
208,700
|
|
|
93
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
EMEA
|
179,360
|
|
|
167,130
|
|
|
12,230
|
|
|
7
|
%
|
|||
Asia Pacific
|
4,081
|
|
|
4,669
|
|
|
(588
|
)
|
|
(13
|
%)
|
|||
Total Eastern Hemisphere
|
183,441
|
|
|
171,799
|
|
|
11,642
|
|
|
7
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Total Fluids Systems
|
$
|
615,803
|
|
|
$
|
395,461
|
|
|
$
|
220,342
|
|
|
56
|
%
|
|
Year ended December 31,
|
|
2017 vs 2016
|
|||||||||||
(In thousands)
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Mat rental and services
|
$
|
96,067
|
|
|
$
|
58,389
|
|
|
$
|
37,678
|
|
|
65
|
%
|
Mat sales
|
35,893
|
|
|
17,646
|
|
|
18,247
|
|
|
103
|
%
|
|||
Total
|
$
|
131,960
|
|
|
$
|
76,035
|
|
|
$
|
55,925
|
|
|
74
|
%
|
|
Year Ended December 31,
|
|
2016 vs 2015
|
|||||||||||
(In thousands)
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
471,496
|
|
|
$
|
676,865
|
|
|
$
|
(205,369
|
)
|
|
(30
|
%)
|
Cost of revenues
|
437,836
|
|
|
599,013
|
|
|
(161,177
|
)
|
|
(27
|
%)
|
|||
Selling, general and administrative expenses
|
88,473
|
|
|
101,032
|
|
|
(12,559
|
)
|
|
(12
|
%)
|
|||
Other operating income, net
|
(4,345
|
)
|
|
(2,426
|
)
|
|
(1,919
|
)
|
|
(79
|
%)
|
|||
Impairments and other charges
|
6,745
|
|
|
78,345
|
|
|
(71,600
|
)
|
|
NM
|
|
|||
Operating loss
|
(57,213
|
)
|
|
(99,099
|
)
|
|
41,886
|
|
|
42
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Foreign currency exchange loss
|
(710
|
)
|
|
4,016
|
|
|
(4,726
|
)
|
|
NM
|
|
|||
Interest expense, net
|
9,866
|
|
|
9,111
|
|
|
755
|
|
|
8
|
%
|
|||
Gain on extinguishment of debt
|
(1,615
|
)
|
|
—
|
|
|
1,615
|
|
|
NM
|
|
|||
Loss from operations before income taxes
|
(64,754
|
)
|
|
(112,226
|
)
|
|
47,472
|
|
|
42
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Benefit for income taxes
|
(24,042
|
)
|
|
(21,398
|
)
|
|
(2,644
|
)
|
|
(12
|
%)
|
|||
Net Loss
|
$
|
(40,712
|
)
|
|
$
|
(90,828
|
)
|
|
$
|
50,116
|
|
|
55
|
%
|
|
Year ended December 31,
|
|
2016 vs 2015
|
|||||||||||
(In thousands)
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
$
|
395,461
|
|
|
$
|
581,136
|
|
|
$
|
(185,675
|
)
|
|
(32
|
%)
|
Mats and integrated services
|
76,035
|
|
|
95,729
|
|
|
(19,694
|
)
|
|
(21
|
%)
|
|||
Total revenues
|
$
|
471,496
|
|
|
$
|
676,865
|
|
|
$
|
(205,369
|
)
|
|
(30
|
%)
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
$
|
(43,631
|
)
|
|
$
|
(86,770
|
)
|
|
$
|
43,139
|
|
|
|
|
Mats and integrated services
|
14,741
|
|
|
24,949
|
|
|
(10,208
|
)
|
|
|
|
|||
Corporate office
|
(28,323
|
)
|
|
(37,278
|
)
|
|
8,955
|
|
|
|
|
|||
Operating loss
|
$
|
(57,213
|
)
|
|
$
|
(99,099
|
)
|
|
$
|
41,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Segment operating margin
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
(11.0
|
%)
|
|
(14.9
|
%)
|
|
|
|
|
|
|
|||
Mats and integrated services
|
19.4
|
%
|
|
26.1
|
%
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
2016 vs 2015
|
|||||||||||
(In thousands)
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
United States
|
$
|
149,876
|
|
|
$
|
299,266
|
|
|
$
|
(149,390
|
)
|
|
(50
|
%)
|
Canada
|
33,050
|
|
|
52,673
|
|
|
(19,623
|
)
|
|
(37
|
%)
|
|||
Total North America
|
182,926
|
|
|
351,939
|
|
|
(169,013
|
)
|
|
(48
|
%)
|
|||
Latin America
|
40,736
|
|
|
46,668
|
|
|
(5,932
|
)
|
|
(13
|
%)
|
|||
Total Western Hemisphere
|
223,662
|
|
|
398,607
|
|
|
(174,945
|
)
|
|
(44
|
%)
|
|||
|
|
|
|
|
|
|
|
|||||||
EMEA
|
167,130
|
|
|
164,426
|
|
|
2,704
|
|
|
2
|
%
|
|||
Asia Pacific
|
4,669
|
|
|
18,103
|
|
|
(13,434
|
)
|
|
(74
|
%)
|
|||
Total Eastern Hemisphere
|
171,799
|
|
|
182,529
|
|
|
(10,730
|
)
|
|
(6
|
%)
|
|||
|
|
|
|
|
|
|
|
|||||||
Total Fluids Systems
|
$
|
395,461
|
|
|
$
|
581,136
|
|
|
$
|
(185,675
|
)
|
|
(32
|
%)
|
|
Year ended December 31,
|
|
2016 vs 2015
|
|||||||||||
(In thousands)
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Mat rental and services
|
$
|
58,389
|
|
|
$
|
73,037
|
|
|
$
|
(14,648
|
)
|
|
(20
|
%)
|
Mat sales
|
17,646
|
|
|
22,692
|
|
|
(5,046
|
)
|
|
(22
|
%)
|
|||
Total
|
$
|
76,035
|
|
|
$
|
95,729
|
|
|
$
|
(19,694
|
)
|
|
(21
|
%)
|
(In thousands)
|
December 31, 2017
|
|
December 31, 2016
|
||||
Convertible Notes due 2017
|
$
|
—
|
|
|
$
|
83,256
|
|
Convertible Notes due 2021
|
100,000
|
|
|
100,000
|
|
||
Amended ABL Facility
|
81,600
|
|
|
—
|
|
||
Other debt
|
1,518
|
|
|
380
|
|
||
Unamortized discount and debt issuance costs
|
(22,643
|
)
|
|
(27,368
|
)
|
||
Total debt
|
$
|
160,475
|
|
|
$
|
156,268
|
|
|
|
|
|
||||
Stockholder's equity
|
547,480
|
|
|
500,543
|
|
||
Total capitalization
|
$
|
707,955
|
|
|
$
|
656,811
|
|
|
|
|
|
||||
Total debt to capitalization
|
22.7
|
%
|
|
23.8
|
%
|
•
|
during any calendar quarter (and only during such calendar quarter) if the last reported sale price of our common stock for at least
20
trading days (regardless of whether consecutive) during a period of
30
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130%
of the conversion price of the notes in effect on each applicable trading day;
|
•
|
during the
five
business day period after any
five
consecutive trading day period in which the trading price per
$1,000
principal amount of notes for each trading day was less than
98%
of the last reported sale price of our common stock on such date multiplied by the conversion rate on each such trading day; or
|
•
|
upon the occurrence of specified corporate events, as described in the indenture governing the notes, such as a consolidation, merger, or share exchange.
|
(In thousands)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Current debt
|
$
|
1,518
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,518
|
|
2021 Convertible Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|||||||
Interest on 2021 Convertible Notes
|
4,000
|
|
|
4,000
|
|
|
4,000
|
|
|
4,000
|
|
|
—
|
|
|
—
|
|
|
16,000
|
|
|||||||
Amended ABL Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,600
|
|
|
—
|
|
|
81,600
|
|
|||||||
Operating leases
|
13,318
|
|
|
6,877
|
|
|
4,611
|
|
|
3,764
|
|
|
3,251
|
|
|
7,689
|
|
|
39,510
|
|
|||||||
Trade accounts payable and accrued liabilities
(1)
|
156,813
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156,813
|
|
|||||||
Purchase commitments, not accrued
|
15,005
|
|
|
1,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,805
|
|
|||||||
Other long-term liabilities
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,285
|
|
|
6,285
|
|
|||||||
Performance bond obligations
|
444
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
444
|
|
|||||||
Letter of credit commitments
|
23,889
|
|
|
1,815
|
|
|
1,494
|
|
|
213
|
|
|
1,383
|
|
|
—
|
|
|
28,794
|
|
|||||||
Total contractual obligations
|
$
|
214,987
|
|
|
$
|
14,492
|
|
|
$
|
10,105
|
|
|
$
|
107,977
|
|
|
$
|
86,234
|
|
|
$
|
13,974
|
|
|
$
|
447,769
|
|
(1)
|
Excludes accrued interest on the 2021 Convertible Notes.
|
(2)
|
Table does not allocate by year expected tax payments and uncertain tax positions due to the inability to make reasonably reliable estimates of the timing of future cash settlements with the respective taxing authorities. For additional discussion on uncertain tax positions, see “Note
8
– Income Taxes” in our Consolidated Financial Statements.
|
(In thousands, except share data)
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
56,352
|
|
|
$
|
87,878
|
|
Receivables, net
|
265,866
|
|
|
214,307
|
|
||
Inventories
|
165,336
|
|
|
143,612
|
|
||
Prepaid expenses and other current assets
|
17,483
|
|
|
17,143
|
|
||
Total current assets
|
505,037
|
|
|
462,940
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
315,320
|
|
|
303,654
|
|
||
Goodwill
|
43,620
|
|
|
19,995
|
|
||
Other intangible assets, net
|
30,004
|
|
|
6,067
|
|
||
Deferred tax assets
|
4,753
|
|
|
1,747
|
|
||
Other assets
|
3,982
|
|
|
3,780
|
|
||
Total assets
|
$
|
902,716
|
|
|
$
|
798,183
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current debt
|
$
|
1,518
|
|
|
$
|
83,368
|
|
Accounts payable
|
88,648
|
|
|
65,281
|
|
||
Accrued liabilities
|
68,248
|
|
|
31,152
|
|
||
Total current liabilities
|
158,414
|
|
|
179,801
|
|
||
|
|
|
|
||||
Long-term debt, less current portion
|
158,957
|
|
|
72,900
|
|
||
Deferred tax liabilities
|
31,580
|
|
|
38,743
|
|
||
Other noncurrent liabilities
|
6,285
|
|
|
6,196
|
|
||
Total liabilities
|
355,236
|
|
|
297,640
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
|
|
|
|
||||
Common stock, $0.01 par value, 200,000,000 shares authorized and 104,571,839 and 99,843,094 shares issued, respectively
|
1,046
|
|
|
998
|
|
||
Paid-in capital
|
603,849
|
|
|
558,966
|
|
||
Accumulated other comprehensive loss
|
(53,219
|
)
|
|
(63,208
|
)
|
||
Retained earnings
|
123,375
|
|
|
129,873
|
|
||
Treasury stock, at cost; 15,366,504 and 15,162,050 shares, respectively
|
(127,571
|
)
|
|
(126,086
|
)
|
||
Total stockholders’ equity
|
547,480
|
|
|
500,543
|
|
||
Total liabilities and stockholders' equity
|
$
|
902,716
|
|
|
$
|
798,183
|
|
(In thousands, except per share data)
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
||||||
Product sales
|
$
|
628,401
|
|
|
$
|
390,306
|
|
|
$
|
569,290
|
|
Rental and services
|
119,362
|
|
|
81,190
|
|
|
107,575
|
|
|||
Total Revenues
|
747,763
|
|
|
471,496
|
|
|
676,865
|
|
|||
Cost of revenues
|
|
|
|
|
|
||||||
Cost of product sales
|
539,243
|
|
|
386,085
|
|
|
533,040
|
|
|||
Cost of rental and services
|
68,656
|
|
|
51,751
|
|
|
65,973
|
|
|||
Total Cost of revenues
|
607,899
|
|
|
437,836
|
|
|
599,013
|
|
|||
Selling, general and administrative expenses
|
108,838
|
|
|
88,473
|
|
|
101,032
|
|
|||
Other operating income, net
|
(410
|
)
|
|
(4,345
|
)
|
|
(2,426
|
)
|
|||
Impairments and other charges
|
—
|
|
|
6,745
|
|
|
78,345
|
|
|||
Operating income (loss)
|
31,436
|
|
|
(57,213
|
)
|
|
(99,099
|
)
|
|||
|
|
|
|
|
|
||||||
Foreign currency exchange (gain) loss
|
2,051
|
|
|
(710
|
)
|
|
4,016
|
|
|||
Interest expense, net
|
13,273
|
|
|
9,866
|
|
|
9,111
|
|
|||
Gain on extinguishment of debt
|
—
|
|
|
(1,615
|
)
|
|
—
|
|
|||
Income (loss) from continuing operations before income taxes
|
16,112
|
|
|
(64,754
|
)
|
|
(112,226
|
)
|
|||
|
|
|
|
|
|
||||||
Provision (benefit) for income taxes
|
4,893
|
|
|
(24,042
|
)
|
|
(21,398
|
)
|
|||
Income (loss) from continuing operations
|
11,219
|
|
|
(40,712
|
)
|
|
(90,828
|
)
|
|||
|
|
|
|
|
|
||||||
Loss from disposal of discontinued operations, net of tax
|
(17,367
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss
|
$
|
(6,148
|
)
|
|
$
|
(40,712
|
)
|
|
$
|
(90,828
|
)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Income (loss) per common share - basic:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.13
|
|
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
Loss from discontinued operations
|
(0.20
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss
|
$
|
(0.07
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
|
|
|
|
|
|
||||||
Income (loss) per common share - diluted:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.13
|
|
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
Loss from discontinued operations
|
(0.20
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss
|
$
|
(0.07
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(6,148
|
)
|
|
$
|
(40,712
|
)
|
|
$
|
(90,828
|
)
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
9,989
|
|
|
(4,932
|
)
|
|
(26,284
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income (loss)
|
$
|
3,841
|
|
|
$
|
(45,644
|
)
|
|
$
|
(117,112
|
)
|
(In thousands)
|
Common
Stock |
|
Paid-In
Capital |
|
Accumulated
Other Comprehensive Loss |
|
Retained
Earnings |
|
Treasury
Stock |
|
Total
|
||||||||||||
Balance at January 1, 2015
|
$
|
992
|
|
|
$
|
521,228
|
|
|
$
|
(31,992
|
)
|
|
$
|
262,616
|
|
|
$
|
(127,386
|
)
|
|
$
|
625,458
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,828
|
)
|
|
—
|
|
|
(90,828
|
)
|
||||||
Employee stock options, restricted stock and employee stock purchase plan
|
2
|
|
|
(402
|
)
|
|
—
|
|
|
—
|
|
|
(607
|
)
|
|
(1,007
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
14,202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,202
|
|
||||||
Income tax effect, net, of employee stock related activity
|
—
|
|
|
(412
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(412
|
)
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(26,284
|
)
|
|
—
|
|
|
—
|
|
|
(26,284
|
)
|
||||||
Other
|
—
|
|
|
(870
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(870
|
)
|
||||||
Balance at December 31, 2015
|
994
|
|
|
533,746
|
|
|
(58,276
|
)
|
|
171,788
|
|
|
(127,993
|
)
|
|
520,259
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,712
|
)
|
|
—
|
|
|
(40,712
|
)
|
||||||
Employee stock options, restricted stock and employee stock purchase plan
|
4
|
|
|
(478
|
)
|
|
—
|
|
|
(1,203
|
)
|
|
1,907
|
|
|
230
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
12,056
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,056
|
|
||||||
Income tax effect, net, of employee stock related activity
|
—
|
|
|
(1,558
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,558
|
)
|
||||||
Issuance of Convertible Notes due 2021
|
—
|
|
|
15,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,200
|
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(4,932
|
)
|
|
—
|
|
|
—
|
|
|
(4,932
|
)
|
||||||
Balance at December 31, 2016
|
998
|
|
|
558,966
|
|
|
(63,208
|
)
|
|
129,873
|
|
|
(126,086
|
)
|
|
500,543
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,148
|
)
|
|
—
|
|
|
(6,148
|
)
|
||||||
Employee stock options, restricted stock and employee stock purchase plan
|
14
|
|
|
1,636
|
|
|
—
|
|
|
(350
|
)
|
|
(1,485
|
)
|
|
(185
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
10,843
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,843
|
|
||||||
Issuance of shares for acquisition
|
34
|
|
|
32,404
|
|
|
|
|
|
|
|
|
|
|
|
32,438
|
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
9,989
|
|
|
—
|
|
|
—
|
|
|
9,989
|
|
||||||
Balance at December 31, 2017
|
$
|
1,046
|
|
|
$
|
603,849
|
|
|
$
|
(53,219
|
)
|
|
$
|
123,375
|
|
|
$
|
(127,571
|
)
|
|
$
|
547,480
|
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(6,148
|
)
|
|
$
|
(40,712
|
)
|
|
$
|
(90,828
|
)
|
Adjustments to reconcile net loss to net cash provided by operations:
|
|
|
|
|
|
||||||
Impairments and other non-cash charges
|
—
|
|
|
12,523
|
|
|
75,508
|
|
|||
Depreciation and amortization
|
39,757
|
|
|
37,955
|
|
|
43,917
|
|
|||
Stock-based compensation expense
|
10,843
|
|
|
12,056
|
|
|
14,202
|
|
|||
Provision for deferred income taxes
|
(10,350
|
)
|
|
3,352
|
|
|
(503
|
)
|
|||
Net provision for doubtful accounts
|
1,481
|
|
|
2,416
|
|
|
1,886
|
|
|||
Loss on sale of a business
|
21,983
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets
|
(5,478
|
)
|
|
(2,820
|
)
|
|
(1,364
|
)
|
|||
Gain on extinguishment of debt
|
—
|
|
|
(1,615
|
)
|
|
—
|
|
|||
Amortization of original issue discount and debt issuance costs
|
5,345
|
|
|
1,618
|
|
|
1,842
|
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
(204
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
(73,722
|
)
|
|
(1,699
|
)
|
|
122,399
|
|
|||
(Increase) decrease in inventories
|
(15,097
|
)
|
|
16,044
|
|
|
21,309
|
|
|||
(Increase) decrease in other assets
|
986
|
|
|
1,708
|
|
|
(651
|
)
|
|||
Increase (decrease) in accounts payable
|
14,153
|
|
|
(5,213
|
)
|
|
(31,974
|
)
|
|||
Increase (decrease) in accrued liabilities and other
|
54,628
|
|
|
(24,518
|
)
|
|
(34,022
|
)
|
|||
Net cash provided by operating activities
|
38,381
|
|
|
11,095
|
|
|
121,517
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(31,371
|
)
|
|
(38,440
|
)
|
|
(69,404
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
7,747
|
|
|
4,540
|
|
|
2,523
|
|
|||
Business acquisitions, net of cash acquired
|
(44,750
|
)
|
|
(4,420
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(68,374
|
)
|
|
(38,320
|
)
|
|
(66,881
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings on lines of credit
|
176,267
|
|
|
6,437
|
|
|
11,036
|
|
|||
Payments on lines of credit
|
(93,700
|
)
|
|
(14,269
|
)
|
|
(12,544
|
)
|
|||
Proceeds from 2021 Convertible Notes
|
—
|
|
|
100,000
|
|
|
—
|
|
|||
Purchases of 2017 Convertible Notes
|
—
|
|
|
(87,271
|
)
|
|
—
|
|
|||
Payment on 2017 Convertible Notes
|
(83,252
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(955
|
)
|
|
(5,403
|
)
|
|
(2,023
|
)
|
|||
Other financing activities
|
165
|
|
|
357
|
|
|
(1,673
|
)
|
|||
Proceeds from employee stock plans
|
2,424
|
|
|
725
|
|
|
553
|
|
|||
Purchases of treasury stock
|
(3,239
|
)
|
|
(1,226
|
)
|
|
(2,283
|
)
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
204
|
|
|||
Net cash used in financing activities
|
(2,290
|
)
|
|
(650
|
)
|
|
(6,730
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
2,444
|
|
|
(1,449
|
)
|
|
(8,335
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(29,839
|
)
|
|
(29,324
|
)
|
|
39,571
|
|
|||
Cash, cash equivalents, and restricted cash at beginning of year
|
95,299
|
|
|
124,623
|
|
|
85,052
|
|
|||
Cash, cash equivalents, and restricted cash at end of year
|
$
|
65,460
|
|
|
$
|
95,299
|
|
|
$
|
124,623
|
|
|
|
|
|
|
|
||||||
Cash paid (received) for:
|
|
|
|
|
|
||||||
Income taxes (net of refunds)
|
$
|
(20,396
|
)
|
|
$
|
(20,709
|
)
|
|
$
|
10,866
|
|
Interest
|
$
|
8,718
|
|
|
$
|
8,802
|
|
|
$
|
8,464
|
|
Computer hardware and office equipment
|
|
3-5 years
|
Computer software
|
|
3-10 years
|
Autos & light trucks
|
|
5-7 years
|
Furniture, fixtures & trailers
|
|
7-10 years
|
Composite mats (rental fleet)
|
|
10-12 years
|
Machinery and heavy equipment
|
|
5-15 years
|
Owned buildings
|
|
20-39 years
|
Leasehold improvements
|
Lease term, including reasonably assured renewal periods
|
•
|
Level 1: The use of quoted prices in active markets for identical financial instruments.
|
•
|
Level 2: The use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or other inputs that are observable in the market or can be corroborated by observable market data.
|
•
|
Level 3: The use of significantly unobservable inputs that typically require the use of management’s estimates of assumptions that market participants would use in pricing.
|
(In thousands)
|
2017
|
|
2016
|
||||
Raw materials:
|
|
|
|
||||
Drilling fluids
|
$
|
123,022
|
|
|
$
|
115,399
|
|
Mats
|
1,419
|
|
|
1,137
|
|
||
Total raw materials
|
124,441
|
|
|
116,536
|
|
||
Blended drilling fluids components
|
30,495
|
|
|
23,762
|
|
||
Finished goods - mats
|
10,400
|
|
|
3,314
|
|
||
Total inventories
|
$
|
165,336
|
|
|
$
|
143,612
|
|
(In thousands)
|
2017
|
|
2016
|
||||
Land
|
$
|
11,504
|
|
|
$
|
11,505
|
|
Buildings and improvements
|
132,322
|
|
|
121,967
|
|
||
Machinery and equipment
|
284,337
|
|
|
248,229
|
|
||
Computer hardware and software
|
33,738
|
|
|
30,544
|
|
||
Furniture and fixtures
|
5,926
|
|
|
5,829
|
|
||
Construction in progress
|
8,607
|
|
|
19,417
|
|
||
|
476,434
|
|
|
437,491
|
|
||
Less accumulated depreciation
|
(215,419
|
)
|
|
(186,700
|
)
|
||
|
261,015
|
|
|
250,791
|
|
||
|
|
|
|
||||
Composite mats (rental fleet)
|
101,968
|
|
|
100,543
|
|
||
Less accumulated depreciation - composite mats
|
(47,663
|
)
|
|
(47,680
|
)
|
||
|
54,305
|
|
|
52,863
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
$
|
315,320
|
|
|
$
|
303,654
|
|
(In thousands)
|
Fluids
Systems |
|
Mats and
Integrated Services |
|
Total
|
||||||
Balance at December 31, 2015
|
$
|
—
|
|
|
$
|
19,009
|
|
|
$
|
19,009
|
|
Acquisition
|
1,720
|
|
|
—
|
|
|
1,720
|
|
|||
Effects of foreign currency
|
(54
|
)
|
|
(680
|
)
|
|
(734
|
)
|
|||
Balance at December 31, 2016
|
1,666
|
|
|
18,329
|
|
|
19,995
|
|
|||
Acquisition
|
—
|
|
|
23,188
|
|
|
23,188
|
|
|||
Effects of foreign currency
|
116
|
|
|
321
|
|
|
437
|
|
|||
Balance at December 31, 2017
|
$
|
1,782
|
|
|
$
|
41,838
|
|
|
$
|
43,620
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(In thousands)
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Other
intangible assets, net |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Other
intangible assets, net |
||||||||||||
Technology related
|
$
|
15,596
|
|
|
$
|
(4,427
|
)
|
|
$
|
11,169
|
|
|
$
|
5,766
|
|
|
$
|
(3,873
|
)
|
|
$
|
1,893
|
|
Customer related
|
42,903
|
|
|
(24,679
|
)
|
|
18,224
|
|
|
25,158
|
|
|
(21,962
|
)
|
|
3,196
|
|
||||||
Employment related
|
1,864
|
|
|
(1,794
|
)
|
|
70
|
|
|
1,848
|
|
|
(1,346
|
)
|
|
502
|
|
||||||
Total amortizing intangible assets
|
60,363
|
|
|
(30,900
|
)
|
|
29,463
|
|
|
32,772
|
|
|
(27,181
|
)
|
|
5,591
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Permits and licenses
|
542
|
|
|
—
|
|
|
541
|
|
|
476
|
|
|
—
|
|
|
476
|
|
||||||
Total indefinite-lived intangible assets
|
542
|
|
|
—
|
|
|
541
|
|
|
476
|
|
|
—
|
|
|
476
|
|
||||||
Total intangible assets
|
$
|
60,905
|
|
|
$
|
(30,900
|
)
|
|
$
|
30,004
|
|
|
$
|
33,248
|
|
|
$
|
(27,181
|
)
|
|
$
|
6,067
|
|
(In thousands)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Technology related
|
$
|
1,013
|
|
|
$
|
1,019
|
|
|
$
|
991
|
|
|
$
|
940
|
|
|
$
|
878
|
|
|
$
|
6,328
|
|
|
$
|
11,169
|
|
Customer related
|
3,877
|
|
|
2,975
|
|
|
2,414
|
|
|
1,863
|
|
|
1,518
|
|
|
5,577
|
|
|
18,224
|
|
|||||||
Employment related
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|||||||
Total future amortization expense
|
$
|
4,960
|
|
|
$
|
3,994
|
|
|
$
|
3,405
|
|
|
$
|
2,803
|
|
|
$
|
2,396
|
|
|
$
|
11,905
|
|
|
$
|
29,463
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(In thousands)
|
Principal Amount
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Total Debt
|
|
Principal Amount
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Total Debt
|
||||||||||||
2017 Convertible Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,256
|
|
|
$
|
(268
|
)
|
|
$
|
82,988
|
|
2021 Convertible Notes
|
100,000
|
|
|
(22,643
|
)
|
|
77,357
|
|
|
100,000
|
|
|
(27,100
|
)
|
|
72,900
|
|
||||||
Amended ABL Facility
|
81,600
|
|
|
—
|
|
|
81,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other debt
|
1,518
|
|
|
—
|
|
|
1,518
|
|
|
380
|
|
|
—
|
|
|
380
|
|
||||||
Total debt
|
183,118
|
|
|
(22,643
|
)
|
|
160,475
|
|
|
183,636
|
|
|
(27,368
|
)
|
|
156,268
|
|
||||||
Less: current portion
|
(1,518
|
)
|
|
—
|
|
|
(1,518
|
)
|
|
(83,636
|
)
|
|
268
|
|
|
(83,368
|
)
|
||||||
Long-term debt
|
$
|
181,600
|
|
|
$
|
(22,643
|
)
|
|
$
|
158,957
|
|
|
$
|
100,000
|
|
|
$
|
(27,100
|
)
|
|
$
|
72,900
|
|
•
|
during any calendar quarter commencing after the calendar quarter ending on March 31, 2017 (and only during such calendar quarter), if the last reported sale price of our common stock for at least
20
trading days (regardless of whether consecutive) during a period of
30
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130%
of the conversion price of the notes in effect on each applicable trading day;
|
•
|
during the
five
business day period after any
five
consecutive trading day period in which the trading price per
$1,000
principal amount of notes for each trading day was less than
98%
of the last reported sale price of our common stock on such date multiplied by the conversion rate on each such trading day; or
|
•
|
upon the occurrence of specified corporate events, as described in the indenture governing the notes, such as a consolidation, merger, or share exchange.
|
(In thousands)
|
2017
|
|
2016
|
||||
Gross trade receivables
|
$
|
256,851
|
|
|
$
|
162,569
|
|
Allowance for doubtful accounts
|
(9,457
|
)
|
|
(8,849
|
)
|
||
Net trade receivables
|
247,394
|
|
|
153,720
|
|
||
Income tax receivables
|
6,905
|
|
|
39,944
|
|
||
Other receivables
|
11,567
|
|
|
20,643
|
|
||
Total receivables, net
|
$
|
265,866
|
|
|
$
|
214,307
|
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
8,849
|
|
|
$
|
7,189
|
|
|
$
|
5,458
|
|
Provision for uncollectible accounts
|
1,481
|
|
|
2,416
|
|
|
1,886
|
|
|||
Write-offs, net of recoveries
|
(873
|
)
|
|
(756
|
)
|
|
(155
|
)
|
|||
Balance at end of year
|
$
|
9,457
|
|
|
$
|
8,849
|
|
|
$
|
7,189
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
(236
|
)
|
|
$
|
(37,854
|
)
|
|
$
|
(32,272
|
)
|
State
|
561
|
|
|
20
|
|
|
(34
|
)
|
|||
Foreign
|
10,301
|
|
|
10,440
|
|
|
11,411
|
|
|||
Total current
|
10,626
|
|
|
(27,394
|
)
|
|
(20,895
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
(3,848
|
)
|
|
2,670
|
|
|
(2,624
|
)
|
|||
State
|
(796
|
)
|
|
(181
|
)
|
|
179
|
|
|||
Foreign
|
(1,089
|
)
|
|
863
|
|
|
1,942
|
|
|||
Total deferred
|
(5,733
|
)
|
|
3,352
|
|
|
(503
|
)
|
|||
Total income tax expense (benefit)
|
$
|
4,893
|
|
|
$
|
(24,042
|
)
|
|
$
|
(21,398
|
)
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) from continuing operations
|
$
|
4,893
|
|
|
$
|
(24,042
|
)
|
|
$
|
(21,398
|
)
|
Loss from discontinued operations
|
(4,616
|
)
|
|
—
|
|
|
—
|
|
|||
Total provision (benefit)
|
$
|
277
|
|
|
$
|
(24,042
|
)
|
|
$
|
(21,398
|
)
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
U.S.
|
$
|
(27,282
|
)
|
|
$
|
(76,805
|
)
|
|
$
|
(122,082
|
)
|
Foreign
|
43,394
|
|
|
12,051
|
|
|
9,856
|
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
16,112
|
|
|
$
|
(64,754
|
)
|
|
$
|
(112,226
|
)
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Income tax expense (benefit) at federal statutory rate
|
35.0
|
%
|
|
(35.0
|
%)
|
|
(35.0
|
%)
|
Nondeductible expenses
|
16.2
|
%
|
|
2.8
|
%
|
|
2.8
|
%
|
Net impact of Tax Act
|
(22.3
|
%)
|
|
—
|
|
|
—
|
|
Worthless stock deduction - Brazil
|
—
|
|
|
(14.4
|
%)
|
|
—
|
|
Goodwill and other asset impairments
|
—
|
|
|
3.5
|
%
|
|
15.7
|
%
|
Manufacturing deduction
|
—
|
|
|
0.8
|
%
|
|
1.8
|
%
|
Different rates on earnings of foreign operations
|
(13.3
|
%)
|
|
(1.2
|
%)
|
|
(3.6
|
%)
|
Dividend taxes on unremitted earnings
|
9.3
|
%
|
|
2.2
|
%
|
|
1.4
|
%
|
Change in valuation allowance
|
1.5
|
%
|
|
6.9
|
%
|
|
2.8
|
%
|
Uncertain tax positions
|
—
|
|
|
—
|
|
|
(2.2
|
%)
|
State tax expense (benefit), net
|
(1.8
|
%)
|
|
(2.5
|
%)
|
|
(1.5
|
%)
|
Other items, net
|
5.8
|
%
|
|
(0.2
|
%)
|
|
(1.3
|
%)
|
Total income tax expense (benefit)
|
30.4
|
%
|
|
(37.1
|
%)
|
|
(19.1
|
%)
|
(In thousands)
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
23,490
|
|
|
$
|
18,771
|
|
Capitalized inventory costs
|
4,581
|
|
|
12,378
|
|
||
Stock based compensation
|
3,793
|
|
|
6,955
|
|
||
Accruals not currently deductible
|
7,730
|
|
|
4,883
|
|
||
Unrealized foreign exchange losses, net
|
2,595
|
|
|
3,087
|
|
||
Foreign tax credits
|
9,262
|
|
|
3,269
|
|
||
Other
|
10,451
|
|
|
1,871
|
|
||
Total deferred tax assets
|
61,902
|
|
|
51,214
|
|
||
Valuation allowance
|
(30,154
|
)
|
|
(21,847
|
)
|
||
Total deferred tax assets, net of allowances
|
31,748
|
|
|
29,367
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Accelerated depreciation and amortization
|
(34,265
|
)
|
|
(43,225
|
)
|
||
Original issue discount on 2021 Convertible Notes
|
(4,299
|
)
|
|
(8,553
|
)
|
||
Tax on unremitted earnings
|
(16,821
|
)
|
|
(8,555
|
)
|
||
Other
|
(3,190
|
)
|
|
(6,030
|
)
|
||
Total deferred tax liabilities
|
(58,575
|
)
|
|
(66,363
|
)
|
||
Total net deferred tax liabilities
|
$
|
(26,827
|
)
|
|
$
|
(36,996
|
)
|
|
|
|
|
||||
Non-current deferred tax assets
|
$
|
4,753
|
|
|
$
|
1,747
|
|
Non-current deferred tax liabilities
|
(31,580
|
)
|
|
(38,743
|
)
|
||
Net deferred tax liabilities
|
$
|
(26,827
|
)
|
|
$
|
(36,996
|
)
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at January 1
|
$
|
665
|
|
|
$
|
419
|
|
|
$
|
3,786
|
|
Additions (reductions) for tax positions of prior years
|
(399
|
)
|
|
477
|
|
|
(95
|
)
|
|||
Additions (reductions) for tax positions of current year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions for settlements with tax authorities
|
—
|
|
|
—
|
|
|
(575
|
)
|
|||
Reductions for lapse of statute of limitations
|
(9
|
)
|
|
(231
|
)
|
|
(2,697
|
)
|
|||
Balance at December 31
|
$
|
257
|
|
|
$
|
665
|
|
|
$
|
419
|
|
(In thousands of shares)
|
2017
|
|
2016
|
|
2015
|
|||
Outstanding, beginning of year
|
99,843
|
|
|
99,377
|
|
|
99,204
|
|
Shares issued for exercise of options
|
416
|
|
|
125
|
|
|
104
|
|
Shares issued for time vested restricted stock (net of forfeitures)
|
952
|
|
|
341
|
|
|
69
|
|
Shares issued for acquisition
|
3,361
|
|
|
—
|
|
|
—
|
|
Outstanding, end of year
|
104,572
|
|
|
99,843
|
|
|
99,377
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except per share data)
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator
|
|
|
|
|
|
||||||
Income (loss) from continuing operations - basic
|
$
|
11,219
|
|
|
$
|
(40,712
|
)
|
|
$
|
(90,828
|
)
|
Assumed conversions of 2017 Convertible Notes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Adjusted income (loss) from continuing operations - diluted
|
$
|
11,219
|
|
|
$
|
(40,712
|
)
|
|
$
|
(90,828
|
)
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
||||||
Basic - weighted average common shares outstanding
|
85,421
|
|
|
83,697
|
|
|
82,722
|
|
|||
Dilutive effect of stock options and restricted stock awards
|
2,554
|
|
|
—
|
|
|
—
|
|
|||
Dilutive effect of 2017 Convertible Notes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Dilutive effect of 2021 Convertible Notes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted - weighted average common shares outstanding
|
87,975
|
|
|
83,697
|
|
|
82,722
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from continuing operations per common share
|
|
|
|
|
|
||||||
Basic
|
$
|
0.13
|
|
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
Diluted
|
$
|
0.13
|
|
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
|
Year Ended December 31,
|
|||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
|||
Stock options and restricted stock-based awards
|
7,419
|
|
|
7,482
|
|
|
3,884
|
|
2017 Convertible Notes
|
5,702
|
|
|
14,295
|
|
|
15,682
|
|
2021 Convertible Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
|
2016
|
|
2015
|
||
Risk-free interest rate
|
1.38
|
%
|
|
1.57
|
%
|
Expected life of the option in years
|
5.22
|
|
|
5.22
|
|
Expected volatility
|
50.5
|
%
|
|
47.3
|
%
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
2016
|
|
2015
|
||||
Weighted-average exercise price of the stock on the date of grant
|
$
|
4.32
|
|
|
$
|
9.00
|
|
Weighted-average grant date fair value on the date of grant
|
$
|
1.97
|
|
|
$
|
3.91
|
|
|
Rights
|
|
Outstanding at beginning of period
|
69,500
|
|
Exercised
|
(25,000
|
)
|
Expired or cancelled
|
(1,500
|
)
|
Outstanding at end of period
|
43,000
|
|
|
|
|
Exercisable at end of period
|
43,000
|
|
|
2016
|
|
2015
|
||||
Number of performance-based restricted stock units issued, at target
|
230,790
|
|
|
136,881
|
|
||
Range of payout of shares for each executive
|
0% - 150%
|
|
|
0% - 150%
|
|
||
Performance period begin date
|
June 1, 2016
|
|
|
June 1, 2015
|
|
||
Performance period end date
|
May 31, 2019
|
|
|
May 31, 2018
|
|
||
Estimated fair value at date of grant
|
$
|
5.18
|
|
|
$
|
10.06
|
|
|
2016
|
|
2015
|
||||
Risk-free interest rate
|
0.95
|
%
|
|
1.02
|
%
|
||
Average closing price
(1)
|
$
|
4.69
|
|
|
$
|
8.96
|
|
Expected volatility
|
46.9
|
%
|
|
38.4
|
%
|
||
Dividend yield
|
—
|
%
|
|
—
|
%
|
Nonvested Performance-Based Restricted Stock Units
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|||
Outstanding at beginning of period
|
447,184
|
|
|
$
|
8.06
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(93,244
|
)
|
|
12.55
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding at the end of period
|
353,940
|
|
|
$
|
6.88
|
|
Nonvested Restricted Stock Awards (Time-Vesting)
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|||
Nonvested at January 1, 2017
|
595,535
|
|
|
$
|
8.45
|
|
Granted
|
98,714
|
|
|
7.80
|
|
|
Vested
|
(521,379
|
)
|
|
8.70
|
|
|
Forfeited
|
(4,156
|
)
|
|
11.20
|
|
|
Nonvested at December 31, 2017
|
168,714
|
|
|
$
|
7.24
|
|
Nonvested Restricted Stock Units (Time-Vesting)
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|||
Nonvested at January 1, 2017
|
2,183,029
|
|
|
$
|
5.82
|
|
Granted
|
768,661
|
|
|
7.83
|
|
|
Vested
|
(815,289
|
)
|
|
6.36
|
|
|
Forfeited
|
(145,764
|
)
|
|
5.72
|
|
|
Nonvested at December 31, 2017
|
1,990,637
|
|
|
$
|
6.38
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||||
Fluids systems
|
$
|
615,803
|
|
|
$
|
395,461
|
|
|
$
|
581,136
|
|
Mats and integrated services
|
131,960
|
|
|
76,035
|
|
|
95,729
|
|
|||
Total revenues
|
$
|
747,763
|
|
|
$
|
471,496
|
|
|
$
|
676,865
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
Fluids systems
|
$
|
21,566
|
|
|
$
|
20,746
|
|
|
$
|
22,108
|
|
Mats and integrated Services
|
14,991
|
|
|
14,227
|
|
|
18,869
|
|
|||
Corporate office
|
3,200
|
|
|
2,982
|
|
|
2,940
|
|
|||
Total depreciation and amortization
|
$
|
39,757
|
|
|
$
|
37,955
|
|
|
$
|
43,917
|
|
|
|
|
|
|
|
||||||
Operating income (loss)
|
|
|
|
|
|
||||||
Fluids systems
|
$
|
27,580
|
|
|
$
|
(43,631
|
)
|
|
$
|
(86,770
|
)
|
Mats and integrated services
|
40,491
|
|
|
14,741
|
|
|
24,949
|
|
|||
Corporate office
|
(36,635
|
)
|
|
(28,323
|
)
|
|
(37,278
|
)
|
|||
Operating income (loss)
|
$
|
31,436
|
|
|
$
|
(57,213
|
)
|
|
$
|
(99,099
|
)
|
|
|
|
|
|
|
||||||
Segment Assets
|
|
|
|
|
|
||||||
Fluids Systems
|
$
|
611,455
|
|
|
$
|
522,488
|
|
|
$
|
549,827
|
|
Mats and Integrated Services
|
260,931
|
|
|
164,515
|
|
|
172,415
|
|
|||
Corporate
|
30,330
|
|
|
111,180
|
|
|
126,651
|
|
|||
Total Assets
|
$
|
902,716
|
|
|
$
|
798,183
|
|
|
$
|
848,893
|
|
|
|
|
|
|
|
||||||
Capital Expenditures
|
|
|
|
|
|
||||||
Fluids Systems
|
$
|
17,589
|
|
|
$
|
32,310
|
|
|
$
|
40,533
|
|
Mats and Integrated Services
|
11,956
|
|
|
4,637
|
|
|
27,456
|
|
|||
Corporate
|
1,826
|
|
|
1,493
|
|
|
1,415
|
|
|||
Total Capital Expenditures
|
$
|
31,371
|
|
|
$
|
38,440
|
|
|
$
|
69,404
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Cost of revenues
|
$
|
3,647
|
|
|
$
|
5,664
|
|
Selling, general and administrative expenses
|
925
|
|
|
2,499
|
|
||
Total employee termination costs
|
$
|
4,572
|
|
|
$
|
8,163
|
|
|
|
|
|
||||
Fluids systems
|
$
|
4,125
|
|
|
$
|
7,218
|
|
Mats and integrated services
|
285
|
|
|
717
|
|
||
Corporate office
|
162
|
|
|
228
|
|
||
Total employee termination costs
|
$
|
4,572
|
|
|
$
|
8,163
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Revenue
|
|
|
|
|
|
||||||
United States
|
$
|
460,872
|
|
|
$
|
214,026
|
|
|
$
|
384,147
|
|
Canada
|
55,600
|
|
|
34,176
|
|
|
52,851
|
|
|||
Algeria
|
87,975
|
|
|
80,936
|
|
|
65,272
|
|
|||
All Other EMEA
|
102,247
|
|
|
96,654
|
|
|
109,252
|
|
|||
Latin America
|
36,988
|
|
|
41,035
|
|
|
47,240
|
|
|||
Asia Pacific
|
4,081
|
|
|
4,669
|
|
|
18,103
|
|
|||
Total Revenue
|
$
|
747,763
|
|
|
$
|
471,496
|
|
|
$
|
676,865
|
|
|
|
|
|
|
|
||||||
Long-Lived Assets
|
|
|
|
|
|
||||||
United States
|
$
|
337,190
|
|
|
$
|
274,746
|
|
|
$
|
275,109
|
|
Canada
|
3,993
|
|
|
3,922
|
|
|
552
|
|
|||
EMEA
|
46,269
|
|
|
48,047
|
|
|
50,759
|
|
|||
Latin America
|
2,354
|
|
|
4,842
|
|
|
4,543
|
|
|||
Asia Pacific
|
3,120
|
|
|
1,939
|
|
|
9,731
|
|
|||
Total Long-Lived Assets
|
$
|
392,926
|
|
|
$
|
333,496
|
|
|
$
|
340,694
|
|
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash and cash equivalents
|
$
|
56,352
|
|
|
$
|
87,878
|
|
|
$
|
107,138
|
|
Restricted cash included in other current assets
|
9,108
|
|
|
7,421
|
|
|
17,485
|
|
|||
Cash, cash equivalents and restricted cash
|
$
|
65,460
|
|
|
$
|
95,299
|
|
|
$
|
124,623
|
|
(In thousands)
|
2016
|
|
2015
|
||||
Goodwill and other intangible asset impairments
|
$
|
3,104
|
|
|
$
|
70,720
|
|
Property, plant and equipment impairments
|
4,286
|
|
|
2,625
|
|
||
Inventory write-downs
|
4,075
|
|
|
2,163
|
|
||
Write-off of debt issuance costs on termination of Credit Agreement
|
1,058
|
|
|
—
|
|
||
Impairments and other non-cash charges in the Consolidated Statements of Cash Flows
|
$
|
12,523
|
|
|
$
|
75,508
|
|
(In thousands)
|
2017
|
||
Loss from disposal of discontinued operations before income taxes
|
$
|
21,983
|
|
Loss from disposal of discontinued operations, net of tax
|
$
|
17,367
|
|
(In thousands, except per share amounts)
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Fiscal Year 2017
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
158,691
|
|
|
$
|
183,020
|
|
|
$
|
201,663
|
|
|
$
|
204,389
|
|
Operating income
|
3,746
|
|
|
7,968
|
|
|
9,882
|
|
|
9,840
|
|
||||
Income (loss) from continuing operations
|
(983
|
)
|
|
1,632
|
|
|
2,653
|
|
|
7,917
|
|
||||
Net income (loss)
|
(983
|
)
|
|
1,632
|
|
|
2,653
|
|
|
(9,450
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) per common share - basic:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
$
|
0.09
|
|
Net income (loss)
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) per common share - diluted:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
$
|
0.09
|
|
Net income (loss)
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
|
$
|
0.03
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year 2016
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
114,544
|
|
|
$
|
115,315
|
|
|
$
|
104,554
|
|
|
$
|
137,083
|
|
Operating loss
|
(18,825
|
)
|
|
(15,135
|
)
|
|
(15,055
|
)
|
|
(8,198
|
)
|
||||
Loss from continuing operations
|
(13,300
|
)
|
|
(13,904
|
)
|
|
(13,451
|
)
|
|
(57
|
)
|
||||
Net loss
|
(13,300
|
)
|
|
(13,904
|
)
|
|
(13,451
|
)
|
|
(57
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per common share - basic:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
$
|
(0.16
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
Net loss
|
$
|
(0.16
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common share - diluted:
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
$
|
(0.16
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
Net loss
|
$
|
(0.16
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
|
Page in this
Form 10-K
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
Consolidated Statements of Stockholders’ Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
3.1
|
Restated Certificate of Incorporation of Newpark Resources, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K405 for the year ended December 31, 1998 filed on March 31, 1999 (SEC File No. 001-02960).
|
3.2
|
Certificate of Designation of Series A Cumulative Perpetual Preferred Stock of Newpark Resources, Inc. incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on April 27, 1999 (SEC File No. 001-02960).
|
3.3
|
Certificate of Designation of Series B Convertible Preferred Stock of Newpark Resources, Inc., incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 7, 2000 (SEC File No. 001-02960).
|
3.4
|
Certificate of Rights and Preferences of Series C Convertible Preferred Stock of Newpark Resources, Inc., incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 4, 2001 (SEC File No. 001-02960).
|
3.5
|
Certificate of Amendment to the Restated Certificate of Incorporation of Newpark Resources, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 4, 2009 (SEC File No. 001-02960).
|
3.6
|
Certificate of Amendment to the Restated Certificate of Incorporation of Newpark Resources, Inc., incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on July 29, 2016 (SEC File No. 001-02960).
|
3.7
|
Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 13, 2007 (SEC File No. 001-02960).
|
4.1
|
Specimen form of common stock certificate of Newpark Resources, Inc., incorporated by reference to the exhibit filed with the Company’s Registration Statement on Form S-1 (SEC File No. 33-40716).
|
4.2
|
Indenture, dated December 5, 2016, between Newpark Resources, Inc. and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 5, 2016 (SEC File No. 001-02960).
|
4.3
|
Form of 4.00% Convertible Senior Note due 2021, incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed on December 5, 2016 (SEC File No. 001-02960).
|
*10.1
|
Amended and Restated Employment Agreement, dated as of December 31, 2008, between the registrant and Paul L. Howes, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 1, 2009 (SEC File No. 001-02960).
|
10.2
|
Indemnification Agreement, dated June 7, 2006, between the registrant and Paul L. Howes, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 13, 2006 (SEC File No. 001-02960).
|
*10.3
|
Employment Agreement, dated as of September 18, 2006, by and between Newpark Resources, Inc. and Mark J. Airola, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 20, 2006 (SEC File No. 001-02960).
|
*10.4
|
Form of Non-Qualified Stock Option Agreement under the Newpark Resources, Inc. 2006 Equity Incentive Plan, incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed on March 26, 2007 (SEC File No. 333-0141577).
|
*10.5
|
Employment Agreement between Newpark Resources, Inc. and Bruce Smith dated April 20, 2007, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2007 filed on May 8, 2007 (SEC File No. 001-02960).
|
10.6
|
Amendment to the Indemnification Agreement between Newpark Resources, Inc. and Paul L. Howes dated September 11, 2007, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 14, 2007 (SEC File No. 001-02960).
|
*10.7
|
Newpark Resources, Inc., 2008 Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.1 the Company’s Registration Statement on Form S-8 filed on December 9, 2008 (SEC File No. 333-156010).
|
*10.8
|
Form of Change of Control Agreement, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2008 filed on May 2, 2008 (SEC File No. 001-02960).
|
*10.9
|
Amendment to Amended and Restated Employment Agreement between Newpark Resources, Inc. and Paul L. Howes dated April 20, 2009, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 23, 2009 (SEC File No. 001-02960).
|
*10.10
|
Amendment to Employment Agreement between Newpark Resources, Inc. and Bruce C. Smith dated April 22, 2009, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 23, 2009 (SEC File No. 001-02960).
|
*10.11
|
Amendment to Employment Agreement between Newpark Resources, Inc. and Mark J. Airola dated April 22, 2009, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 23, 2009 (SEC File No. 001-02960).
|
*10.12
|
Newpark Resources, Inc. 2010 Annual Cash Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 2, 2010 (SEC File No. 001-02960).
|
Director Compensation Summary.
|
|
*10.14
|
Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009), incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on August 14, 2009 (SEC File No. 333-161378).
|
*10.15
|
Amendment No. 1 to the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009), incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 filed on June 9, 2011 (SEC File No. 333-174807).
|
*10.16
|
Form of Non-Qualified Stock Option Agreement under the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 filed on June 9, 2011 (SEC File No. 333-174807).
|
*10.17
|
Form of Non-Qualified Stock Option Agreement under the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8 filed on June 9, 2011 (SEC File No. 333-174807).
|
*10.18
|
Form of Restricted Stock Agreement under the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed on June 9, 2011 (SEC File No. 333-174807).
|
*10.19
|
Form of Restricted Stock Agreement under the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on June 9, 2011 (SEC File No. 333-174807).
|
*10.20
|
Employment Agreement, dated October 18, 2011, by and between Newpark Resources, Inc. and Gregg Steven Piontek, incorporated by reference to the Company’s Current Report on Form 8-K filed on October 21, 2011 (SEC File No. 001-02960).
|
10.21
|
Indemnification Agreement, dated October 26, 2011, between Gregg S. Piontek and Newpark Resources, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 31, 2011 (SEC File No. 001-02960).
|
*10.22
|
Form of Restricted Stock Unit for Participants Outside the United States under the 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 27, 2012 (SEC File No. 001-02960).
|
*10.23
|
Form of Non-Qualified Stock Option Agreement for Participants Outside the United States under the 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on July 27, 2012 (SEC File No. 001-02960).
|
*10.24
|
Amendment to Employment Agreement, dated December 31, 2012, between Mark Airola and Newpark Resources, Inc., incorporated by reference to the Company’s Current Report on Form 8-K filed on January 4, 2013 (SEC File No. 001-02960).
|
*10.25
|
Amendment to Employment Agreement, dated December 31, 2012, between Bruce Smith and Newpark Resources, Inc., incorporated by reference to the Company’s Current Report on Form 8-K filed on January 4, 2013 (SEC File No. 001-02960).
|
10.26
|
Membership Interests Purchase Agreement, dated February 10, 2014, by and among Newpark Resources, Inc., Newpark Drilling Fluids LLC and ecoserv, LLC, incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on April 25, 2014 (SEC File No. 001-02960).
|
*10.27
|
Newpark Resources, Inc. 2014 Non-Employee Directors’ Restricted Stock Plan, incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8 filed on May 22, 2014 (SEC File No. 333-196164).
|
*10.28
|
Form of Non-Employee Director Restricted Stock Agreement under the Newpark Resources, Inc. 2014 Non-Employee Directors’ Restricted Stock Plan, incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 filed on May 22, 2014 (SEC File No. 333-196164).
|
10.29
|
Form of Indemnification Agreement, incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on July 25, 2014 (SEC File No. 001-02960).
|
*10.30
|
Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333-204403).
|
*10.31
|
Form of Restricted Stock Agreement (time vested) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333-204403).
|
*10.32
|
Form of Restricted Stock Unit Agreement (performance-based) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333-204403).
|
*10.33
|
Form of Restricted Stock Unit Agreement (retirement eligible) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
|
*10.34
|
Form of Restricted Stock Unit Agreement (not retirement eligible) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
|
*10.35
|
Form of Restricted Stock Unit Agreement (international) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
|
*10.36
|
Form of Non-Qualified Stock Option Agreement (retirement eligible) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.13 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
|
*10.37
|
Form of Non-Qualified Stock Option Agreement (not retirement eligible) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.14 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
|
*10.38
|
Form of Non-Qualified Stock Option Agreement (international) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.15 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
|
*10.39
|
Amendment to Amended and Restated Employment Agreement dated as of February 16, 2016, between Newpark Resources, Inc. and Paul L. Howes, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 18, 2016 (SEC File No. 001-02960).
|
*10.40
|
Amendment to Employment Agreement dated as of February 16, 2016 between Newpark Resources, Inc. and Gregg S. Piontek, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 18, 2016 (SEC File No. 001-02960).
|
*10.41
|
Amendment to Employment Agreement dated February 16, 2016 between Newpark Resources, Inc. and Bruce C. Smith, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 18, 2016 (SEC File No. 001-02960).
|
*10.42
|
Amendment to Employment Agreement dated February 16, 2016 between Newpark Resources, Inc. and Mark J. Airola, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 18, 2016 (SEC File No. 001-02960).
|
|
NEWPARK RESOURCES, INC.
|
|
|
||
|
By:
|
/s/ Paul L. Howes
|
|
|
Paul L. Howes
|
|
|
President and Chief Executive Officer
|
Signatures
|
|
Title
|
Date
|
|
|
|
|
/s/ Paul L. Howes
|
|
President, Chief Executive Officer and Director
|
February 23, 2018
|
Paul L. Howes
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Gregg S. Piontek
|
|
Vice President and Chief Financial Officer
|
February 23, 2018
|
Gregg S. Piontek
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Douglas L. White
|
|
Corporate Controller and Chief Accounting Officer
|
February 23, 2018
|
Douglas L. White
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ David C. Anderson
|
|
Chairman of the Board
|
February 23, 2018
|
David C. Anderson
|
|
|
|
|
|
|
|
/s/ Anthony J. Best
|
|
Director, Member of the Audit Committee
|
February 23, 2018
|
Anthony J. Best
|
|
|
|
|
|
|
|
/s/ G. Stephen Finley
|
|
Director, Member of the Audit Committee
|
February 23, 2018
|
G. Stephen Finley
|
|
|
|
|
|
|
|
/s/ Roderick A. Larson
|
|
Director, Member of the Audit Committee
|
February 23, 2018
|
Roderick A. Larson
|
|
|
|
|
|
|
|
/s/ John C. Mingé
|
|
Director, Member of the Audit Committee
|
February 23, 2018
|
John C. Mingé
|
|
|
|
|
|
|
|
/s/ Rose M. Robeson
|
|
Director, Member of the Audit Committee
|
February 23, 2018
|
Rose M. Robeson
|
|
|
|
|
|
|
|
/s/ Gary L. Warren
|
|
Director, Member of the Audit Committee
|
February 23, 2018
|
Gary L. Warren
|
|
|
|
1
|
|
AVA ALGERIE E.U.R.L.
|
2
|
|
AVA INTERNATIONAL DRILLING FLUIDS LTD.
|
3
|
|
AVA UKRAINE, LLC
|
4
|
|
DBM SERVICIOS, S.A. de C.V.
|
5
|
|
DURA-BASE DE MEXICO S.A. DE C.V.
|
6
|
|
DURA-BASE NEVADA, INC.
|
7
|
|
EXCALIBAR MINERALS LLC
|
8
|
|
NEWPARK AUSTRALIA PTY LTD
|
9
|
|
NEWPARK CANADA, INC.
|
10
|
|
NEWPARK CHILE LIMITADA
|
11
|
|
NEWPARK DRILLING FLUIDS (AUSTRALIA) LIMITED
|
12
|
|
NEWPARK DRILLING FLUIDS (NEW ZEALAND) LIMITED
|
13
|
|
NEWPARK DRILLING FLUIDS (THAILAND) LIMITED
|
14
|
|
NEWPARK DRILLING FLUIDS AFRICA S.A.R.L.
|
15
|
|
NEWPARK DRILLING FLUIDS ASIA PACIFIC LLC
|
16
|
|
NEWPARK DRILLING FLUIDS CYPRUS LTD
|
17
|
|
NEWPARK DRILLING FLUIDS do BRASIL TRATAMENTO de FLUIDOS LTDA.
|
18
|
|
NEWPARK DRILLING FLUIDS EASTERN EUROPE S.R.L.
|
19
|
|
NEWPARK DRILLING FLUIDS GABON SUARL
|
20
|
|
NEWPARK DRILLING FLUIDS GERMANY GMBH
|
21
|
|
NEWPARK DRILLING FLUIDS GULF LLC
|
22
|
|
NEWPARK DRILLING FLUIDS GUYANA INC
|
23
|
|
NEWPARK DRILLING FLUIDS HOLDINGS LLC
|
24
|
|
NEWPARK DRILLING FLUIDS INDIA PRIVATE LIMITED
|
25
|
|
NEWPARK DRILLING FLUIDS INTERNATIONAL LLC
|
26
|
|
NEWPARK DRILLING FLUIDS KAZAKHSTAN LIMITED LIABILITY PARTNERSHIP
|
27
|
|
NEWPARK DRILLING FLUIDS LLC
|
28
|
|
NEWPARK DRILLING FLUIDS MIDDLE EAST LIMITED
|
29
|
|
NEWPARK DRILLING FLUIDS PANNONIA KFT
|
30
|
|
NEWPARK DRILLING FLUIDS PERSONNEL SERVICES LLC
|
31
|
|
NEWPARK DRILLING FLUIDS S.P.A.
|
32
|
|
NEWPARK DRILLING FLUIDS TUNISIA S.A.R.L.
|
33
|
|
NEWPARK DRILLINGS FLUIDS TRINIDAD AND TOBAGO UNLTD
|
34
|
|
NEWPARK ENVIRONMENTAL WATER SOLUTIONS LLC
|
35
|
|
NEWPARK HOLDINGS ALBERTA INC
|
36
|
|
NEWPARK INTERNATIONAL UK LIMITED
|
37
|
|
NEWPARK LATIN AMERICA LLC
|
38
|
|
NEWPARK MATS & INTEGRATED SERVICES LLC
|
39
|
|
NEWPARK TEXAS, L.L.C.
|
40
|
|
NEWPARK URUGUAY S.R.L.
|
41
|
|
PRAGMATIC DRILLING FLUIDS ADDITIVES LTD
|
42
|
|
PT RHEOCHEM INDONESIA
|
43
|
|
TECHNOLOGY AND ENGINEERING FOR DRILLING FLUIDS JSC
|
44
|
|
TERRAFIRMA ROADWAYS LIMITED
|
1.
|
I have reviewed this Annual Report on Form 10-K of Newpark Resources, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Paul L. Howes
|
Paul L. Howes
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Newpark Resources, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Gregg S. Piontek
|
Gregg S. Piontek
|
Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Paul L. Howes
|
Paul L. Howes
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Gregg S. Piontek
|
Gregg S. Piontek
|
Vice President and Chief Financial Officer
|
(a)
|
The total number of Mine Act Section 104 significant and substantial citations received, which are for alleged violations of a mining safety standard or regulation where there exists a reasonable likelihood that the hazard could result in an injury or illness of a reasonably serious nature;
|
(b)
|
The total number of Mine Act Section 104(b) orders received, which are for an alleged failure to totally abate the subject matter of a Mine Act Section 104(a) citation within the period specified in the citation;
|
(c)
|
The total number of Mine Act Section 104(d) citations and orders received, which are for an alleged unwarrantable failure to comply with a mining safety standard or regulation;
|
(d)
|
The total number of flagrant violations under Section 110(b)(2) of the Mine Act received;
|
(e)
|
The total number of imminent danger orders issued under Section 107(a) of the Mine Act;
|
(f)
|
The total dollar value of proposed assessments from MSHA under the Mine Act;
|
(g)
|
The total number of mining-related fatalities;
|
(h)
|
Mine Act Section 104(e) written notices for an alleged pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of a coal mine health or safety hazard, or the potential to have such a pattern; and
|
(i)
|
The total number of pending legal actions before the Federal Mine Safety and Health Review Commission as required by Section 1503(a)(3) of the Dodd-Frank Act. The number of legal actions pending as of
December 31, 2017
that are:
|
(1)
|
contests of citations and orders referenced in Subpart B of 29 CFR Part 2700:
|
0
|
|
|
|
(2)
|
contests of proposed penalties referenced in Subpart C of 29 CFR Part 2700:
|
0
|
|
|
|
(3)
|
complaints for compensation referenced in Subpart D of 29 CFR Part 2700:
|
0
|
|
|
|
(4)
|
complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR Part 2700:
|
0
|
|
|
|
(5)
|
applications for temporary relief referenced in Subpart F of 29 CFR Part 2700:
|
0
|
|
|
|
(6)
|
appeals of judges’ decisions or orders to the Federal Mine Safety and Health Review Commission referenced in Subpart H of 29 CFR Part 2700:
|
0
|
Mine or Operating Name/MSHA Identification Number
|
(A)
Section
104 S&S
Citations
(#)
|
|
(B)
Section
104(b)
Orders
(#)
|
|
(C)
Section
104(d)
Citations
and
Orders
(#)
|
|
(D)
Section
110(b)(2)
Violations
(#)
|
|
(E)
Section
107(a)
Orders
(#)
|
|
(F)
Total Dollar
Value of
MSHA
Assessments
Proposed
(#)
|
|
(G)
Total
Number
of
Mining
Related
Fatalities
(#)
|
|
(H)
Received
Notice of
Pattern of
Violations
Under
Section
104(e)
(yes/no)
|
|
(H)
Received
Notice of
Potential to
Have
Pattern
Under
Section
104(e)
(yes/no)
|
|
(I)
Legal
Actions
Pending
as of
Last
Day of
Period
(#)
|
|
(I)
Legal
Actions
Initiated
During Period
(#)
|
|
(I)
Legal
Actions
Resolved
During
Period
(#)
|
Houston Plant /41-04449
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$1,382
|
|
—
|
|
No
|
|
No
|
|
—
|
|
—
|
|
—
|
Dyersburg Plant / 40-03183
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
No
|
|
No
|
|
—
|
|
—
|
|
—
|
New Iberia Plant /16-01302
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$232
|
|
—
|
|
No
|
|
No
|
|
—
|
|
—
|
|
—
|
Corpus Christi Plant /41-04002
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$160
|
|
—
|
|
No
|
|
No
|
|
—
|
|
—
|
|
—
|