Delaware
|
72-1123385
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
9320 Lakeside Boulevard,
|
Suite 100
|
|
The Woodlands,
|
Texas
|
77381
|
(Address of principal executive offices)
|
(Zip Code)
|
Not Applicable
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
NR
|
New York Stock Exchange
|
Large accelerated filer
|
☑
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
||
|
||
|
||
|
||
|
||
|
||
|
PART I
|
FINANCIAL INFORMATION
|
ITEM 1.
|
Financial Statements
|
(In thousands, except share data)
|
June 30, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
49,035
|
|
|
$
|
56,118
|
|
Receivables, net
|
249,197
|
|
|
254,394
|
|
||
Inventories
|
193,464
|
|
|
196,896
|
|
||
Prepaid expenses and other current assets
|
23,671
|
|
|
15,904
|
|
||
Total current assets
|
515,367
|
|
|
523,312
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
316,597
|
|
|
316,293
|
|
||
Operating lease assets
|
27,365
|
|
|
—
|
|
||
Goodwill
|
43,889
|
|
|
43,832
|
|
||
Other intangible assets, net
|
23,285
|
|
|
25,160
|
|
||
Deferred tax assets
|
4,632
|
|
|
4,516
|
|
||
Other assets
|
3,363
|
|
|
2,741
|
|
||
Total assets
|
$
|
934,498
|
|
|
$
|
915,854
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current debt
|
$
|
5,657
|
|
|
$
|
2,522
|
|
Accounts payable
|
96,359
|
|
|
90,607
|
|
||
Accrued liabilities
|
42,205
|
|
|
48,797
|
|
||
Total current liabilities
|
144,221
|
|
|
141,926
|
|
||
|
|
|
|
||||
Long-term debt, less current portion
|
156,655
|
|
|
159,225
|
|
||
Noncurrent operating lease liabilities
|
21,850
|
|
|
—
|
|
||
Deferred tax liabilities
|
36,936
|
|
|
37,486
|
|
||
Other noncurrent liabilities
|
8,707
|
|
|
7,536
|
|
||
Total liabilities
|
368,369
|
|
|
346,173
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
||
|
|
|
|
||||
Common stock, $0.01 par value (200,000,000 shares authorized and 106,696,719 and 106,362,991 shares issued, respectively)
|
1,067
|
|
|
1,064
|
|
||
Paid-in capital
|
618,626
|
|
|
617,276
|
|
||
Accumulated other comprehensive loss
|
(67,873
|
)
|
|
(67,673
|
)
|
||
Retained earnings
|
153,395
|
|
|
148,802
|
|
||
Treasury stock, at cost (16,858,005 and 15,530,952 shares, respectively)
|
(139,086
|
)
|
|
(129,788
|
)
|
||
Total stockholders’ equity
|
566,129
|
|
|
569,681
|
|
||
Total liabilities and stockholders’ equity
|
$
|
934,498
|
|
|
$
|
915,854
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In thousands, except per share data)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
$
|
216,412
|
|
|
$
|
236,262
|
|
|
$
|
427,885
|
|
|
$
|
463,555
|
|
Cost of revenues
|
177,933
|
|
|
188,480
|
|
|
352,909
|
|
|
374,935
|
|
||||
Selling, general and administrative expenses
|
28,037
|
|
|
28,708
|
|
|
58,779
|
|
|
55,662
|
|
||||
Other operating income, net
|
(472
|
)
|
|
(69
|
)
|
|
(396
|
)
|
|
(23
|
)
|
||||
Operating income
|
10,914
|
|
|
19,143
|
|
|
16,593
|
|
|
32,981
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange (gain) loss
|
990
|
|
|
458
|
|
|
(72
|
)
|
|
683
|
|
||||
Interest expense, net
|
3,523
|
|
|
3,691
|
|
|
7,179
|
|
|
6,991
|
|
||||
Income before income taxes
|
6,401
|
|
|
14,994
|
|
|
9,486
|
|
|
25,307
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
2,095
|
|
|
4,148
|
|
|
3,898
|
|
|
7,239
|
|
||||
Net income
|
$
|
4,306
|
|
|
$
|
10,846
|
|
|
$
|
5,588
|
|
|
$
|
18,068
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share - basic:
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
$
|
0.06
|
|
|
$
|
0.20
|
|
Net income per common share - diluted:
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
$
|
0.06
|
|
|
$
|
0.19
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
4,306
|
|
|
$
|
10,846
|
|
|
$
|
5,588
|
|
|
$
|
18,068
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments (net of tax benefit (expense) of $(179), $1,486, $(109), $987)
|
1,721
|
|
|
(9,212
|
)
|
|
(200
|
)
|
|
(9,878
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
$
|
6,027
|
|
|
$
|
1,634
|
|
|
$
|
5,388
|
|
|
$
|
8,190
|
|
(In thousands)
|
Common Stock
|
|
Paid-In Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Total
|
||||||||||||
Balance at March 31, 2019
|
$
|
1,064
|
|
|
$
|
622,554
|
|
|
$
|
(69,594
|
)
|
|
$
|
150,084
|
|
|
$
|
(134,320
|
)
|
|
$
|
569,788
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
4,306
|
|
|
—
|
|
|
4,306
|
|
||||||
Employee stock options, restricted stock and employee stock purchase plan
|
3
|
|
|
(5,833
|
)
|
|
—
|
|
|
(995
|
)
|
|
5,758
|
|
|
(1,067
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
1,905
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,905
|
|
||||||
Treasury shares purchased at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,524
|
)
|
|
(10,524
|
)
|
||||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
1,721
|
|
|
—
|
|
|
—
|
|
|
1,721
|
|
||||||
Balance at June 30, 2019
|
$
|
1,067
|
|
|
$
|
618,626
|
|
|
$
|
(67,873
|
)
|
|
$
|
153,395
|
|
|
$
|
(139,086
|
)
|
|
$
|
566,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at March 31, 2018
|
$
|
1,046
|
|
|
$
|
606,491
|
|
|
$
|
(53,885
|
)
|
|
$
|
123,743
|
|
|
$
|
(127,180
|
)
|
|
$
|
550,215
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
10,846
|
|
|
—
|
|
|
10,846
|
|
||||||
Employee stock options, restricted stock and employee stock purchase plan
|
15
|
|
|
2,617
|
|
|
—
|
|
|
—
|
|
|
(2,317
|
)
|
|
315
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
2,559
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,559
|
|
||||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
(9,212
|
)
|
|
—
|
|
|
—
|
|
|
(9,212
|
)
|
||||||
Balance at June 30, 2018
|
$
|
1,061
|
|
|
$
|
611,667
|
|
|
$
|
(63,097
|
)
|
|
$
|
134,589
|
|
|
$
|
(129,497
|
)
|
|
$
|
554,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2018
|
$
|
1,064
|
|
|
$
|
617,276
|
|
|
$
|
(67,673
|
)
|
|
$
|
148,802
|
|
|
$
|
(129,788
|
)
|
|
$
|
569,681
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
5,588
|
|
|
—
|
|
|
5,588
|
|
||||||
Employee stock options, restricted stock and employee stock purchase plan
|
3
|
|
|
(5,524
|
)
|
|
—
|
|
|
(995
|
)
|
|
6,239
|
|
|
(277
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
6,874
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,874
|
|
||||||
Treasury shares purchased at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,537
|
)
|
|
(15,537
|
)
|
||||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
||||||
Balance at June 30, 2019
|
$
|
1,067
|
|
|
$
|
618,626
|
|
|
$
|
(67,873
|
)
|
|
$
|
153,395
|
|
|
$
|
(139,086
|
)
|
|
$
|
566,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2017
|
$
|
1,046
|
|
|
$
|
603,849
|
|
|
$
|
(53,219
|
)
|
|
$
|
123,375
|
|
|
$
|
(127,571
|
)
|
|
$
|
547,480
|
|
Cumulative effect of accounting changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,764
|
)
|
|
—
|
|
|
(6,764
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
18,068
|
|
|
—
|
|
|
18,068
|
|
||||||
Employee stock options, restricted stock and employee stock purchase plan
|
15
|
|
|
2,970
|
|
|
—
|
|
|
(90
|
)
|
|
(1,926
|
)
|
|
969
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
4,848
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,848
|
|
||||||
Foreign currency translation, net of tax
|
—
|
|
|
—
|
|
|
(9,878
|
)
|
|
—
|
|
|
—
|
|
|
(9,878
|
)
|
||||||
Balance at June 30, 2018
|
$
|
1,061
|
|
|
$
|
611,667
|
|
|
$
|
(63,097
|
)
|
|
$
|
134,589
|
|
|
$
|
(129,497
|
)
|
|
$
|
554,723
|
|
|
Six Months Ended June 30,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
5,588
|
|
|
$
|
18,068
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
||||
Depreciation and amortization
|
23,070
|
|
|
22,755
|
|
||
Stock-based compensation expense
|
6,874
|
|
|
4,848
|
|
||
Provision for deferred income taxes
|
(1,514
|
)
|
|
243
|
|
||
Net provision for doubtful accounts
|
789
|
|
|
1,229
|
|
||
Gain on sale of assets
|
(5,128
|
)
|
|
(371
|
)
|
||
Amortization of original issue discount and debt issuance costs
|
2,973
|
|
|
2,643
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
(Increase) decrease in receivables
|
6,583
|
|
|
(1,185
|
)
|
||
(Increase) decrease in inventories
|
3,868
|
|
|
(21,459
|
)
|
||
Increase in other assets
|
(5,058
|
)
|
|
(3,417
|
)
|
||
Increase in accounts payable
|
6,207
|
|
|
6,659
|
|
||
Decrease in accrued liabilities and other
|
(10,012
|
)
|
|
(9,326
|
)
|
||
Net cash provided by operating activities
|
34,240
|
|
|
20,687
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(23,866
|
)
|
|
(24,458
|
)
|
||
Proceeds from sale of property, plant and equipment
|
5,708
|
|
|
920
|
|
||
Refund of proceeds from sale of a business
|
—
|
|
|
(13,974
|
)
|
||
Business acquisitions, net of cash acquired
|
—
|
|
|
(249
|
)
|
||
Net cash used in investing activities
|
(18,158
|
)
|
|
(37,761
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings on lines of credit
|
135,952
|
|
|
203,716
|
|
||
Payments on lines of credit
|
(141,317
|
)
|
|
(171,796
|
)
|
||
Debt issuance costs
|
(917
|
)
|
|
(11
|
)
|
||
Proceeds from employee stock plans
|
1,090
|
|
|
3,700
|
|
||
Purchases of treasury stock
|
(17,365
|
)
|
|
(3,074
|
)
|
||
Other financing activities
|
2,758
|
|
|
2,515
|
|
||
Net cash provided by (used in) financing activities
|
(19,799
|
)
|
|
35,050
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(125
|
)
|
|
(2,926
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(3,842
|
)
|
|
15,050
|
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
64,266
|
|
|
65,460
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
60,424
|
|
|
$
|
80,510
|
|
|
Second Quarter
|
|
First Half
|
||||||||||||
(In thousands, except per share data)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net income - basic and diluted
|
$
|
4,306
|
|
|
$
|
10,846
|
|
|
$
|
5,588
|
|
|
$
|
18,068
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding - basic
|
89,806
|
|
|
89,703
|
|
|
89,958
|
|
|
89,400
|
|
||||
Dilutive effect of stock options and restricted stock awards
|
1,900
|
|
|
2,823
|
|
|
2,082
|
|
|
2,730
|
|
||||
Dilutive effect of 2021 Convertible Notes
|
—
|
|
|
1,265
|
|
|
—
|
|
|
636
|
|
||||
Weighted average common shares outstanding - diluted
|
91,706
|
|
|
93,791
|
|
|
92,040
|
|
|
92,766
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
$
|
0.06
|
|
|
$
|
0.20
|
|
Diluted
|
$
|
0.05
|
|
|
$
|
0.12
|
|
|
$
|
0.06
|
|
|
$
|
0.19
|
|
|
Second Quarter
|
|
First Half
|
||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Stock options and restricted stock awards
|
1,707
|
|
|
1,173
|
|
|
1,710
|
|
|
1,412
|
|
(In thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Trade receivables:
|
|
|
|
||||
Gross trade receivables
|
$
|
242,009
|
|
|
$
|
248,176
|
|
Allowance for doubtful accounts
|
(9,473
|
)
|
|
(10,034
|
)
|
||
Net trade receivables
|
232,536
|
|
|
238,142
|
|
||
Income tax receivables
|
9,620
|
|
|
9,027
|
|
||
Other receivables
|
7,041
|
|
|
7,225
|
|
||
Total receivables, net
|
$
|
249,197
|
|
|
$
|
254,394
|
|
(In thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Raw materials:
|
|
|
|
||||
Fluids systems
|
$
|
144,699
|
|
|
$
|
148,737
|
|
Mats and integrated services
|
6,380
|
|
|
1,485
|
|
||
Total raw materials
|
151,079
|
|
|
150,222
|
|
||
Blended fluids systems components
|
34,515
|
|
|
38,088
|
|
||
Finished goods - mats
|
7,870
|
|
|
8,586
|
|
||
Total inventories
|
$
|
193,464
|
|
|
$
|
196,896
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(In thousands)
|
Principal Amount
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Total Debt
|
|
Principal Amount
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Total Debt
|
||||||||||||
2021 Convertible Notes
|
$
|
100,000
|
|
|
$
|
(15,097
|
)
|
|
$
|
84,903
|
|
|
$
|
100,000
|
|
|
$
|
(17,752
|
)
|
|
$
|
82,248
|
|
ABL Facility
|
70,800
|
|
|
—
|
|
|
70,800
|
|
|
76,300
|
|
|
—
|
|
|
76,300
|
|
||||||
Other debt
|
6,609
|
|
|
—
|
|
|
6,609
|
|
|
3,199
|
|
|
—
|
|
|
3,199
|
|
||||||
Total debt
|
177,409
|
|
|
(15,097
|
)
|
|
162,312
|
|
|
179,499
|
|
|
(17,752
|
)
|
|
161,747
|
|
||||||
Less: Current portion
|
(5,657
|
)
|
|
—
|
|
|
(5,657
|
)
|
|
(2,522
|
)
|
|
—
|
|
|
(2,522
|
)
|
||||||
Long-term debt
|
$
|
171,752
|
|
|
$
|
(15,097
|
)
|
|
$
|
156,655
|
|
|
$
|
176,977
|
|
|
$
|
(17,752
|
)
|
|
$
|
159,225
|
|
•
|
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)
|
Balance Sheet Classification
|
June 30, 2019
|
||
Assets:
|
|
|
||
Operating
|
Operating lease assets
|
$
|
27,365
|
|
Finance
|
Property, plant and equipment, net
|
1,241
|
|
|
Total lease assets
|
|
$
|
28,606
|
|
Liabilities:
|
|
|
||
Current:
|
|
|
||
Operating
|
Accrued liabilities
|
$
|
6,495
|
|
Finance
|
Current debt
|
274
|
|
|
Noncurrent:
|
|
|
||
Operating
|
Noncurrent operating lease liabilities
|
$
|
21,850
|
|
Finance
|
Long-term debt, less current portion
|
952
|
|
|
Total lease liabilities
|
|
$
|
29,571
|
|
(In thousands)
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2019 (remainder of year)
|
$
|
4,330
|
|
|
$
|
168
|
|
|
$
|
4,498
|
|
2020
|
6,234
|
|
|
320
|
|
|
6,554
|
|
|||
2021
|
5,062
|
|
|
320
|
|
|
5,382
|
|
|||
2022
|
3,987
|
|
|
320
|
|
|
4,307
|
|
|||
2023
|
3,071
|
|
|
215
|
|
|
3,286
|
|
|||
Thereafter
|
9,882
|
|
|
—
|
|
|
9,882
|
|
|||
Total lease payments
|
32,566
|
|
|
1,343
|
|
|
33,909
|
|
|||
Less: Interest
|
4,221
|
|
|
117
|
|
|
4,338
|
|
|||
Present value of lease liabilities
|
$
|
28,345
|
|
|
$
|
1,226
|
|
|
$
|
29,571
|
|
Lease Term and Discount Rate
|
June 30, 2019
|
|
Weighted-average remaining lease term (years)
|
|
|
Operating leases
|
6.5
|
|
Finance leases
|
4.2
|
|
Weighted-average discount rate
|
|
|
Operating leases
|
4.3
|
%
|
Finance leases
|
4.5
|
%
|
|
First Half
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Cash paid for:
|
|
|
|
||||
Income taxes (net of refunds)
|
$
|
5,927
|
|
|
$
|
7,175
|
|
Interest
|
$
|
4,705
|
|
|
$
|
4,245
|
|
(In thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
49,035
|
|
|
$
|
56,118
|
|
Restricted cash (included in other current assets)
|
11,389
|
|
|
8,148
|
|
||
Cash, cash equivalents, and restricted cash
|
$
|
60,424
|
|
|
$
|
64,266
|
|
|
Second Quarter
|
|
First Half
|
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Fluids systems
|
$
|
172,544
|
|
|
$
|
179,738
|
|
|
$
|
333,197
|
|
|
$
|
357,117
|
|
Mats and integrated services
|
43,868
|
|
|
56,524
|
|
|
94,688
|
|
|
106,438
|
|
||||
Total revenues
|
$
|
216,412
|
|
|
$
|
236,262
|
|
|
$
|
427,885
|
|
|
$
|
463,555
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
||||||||
Fluids systems
|
$
|
12,184
|
|
|
$
|
13,327
|
|
|
$
|
16,058
|
|
|
$
|
23,804
|
|
Mats and integrated services
|
9,276
|
|
|
14,853
|
|
|
22,814
|
|
|
26,939
|
|
||||
Corporate office
|
(10,546
|
)
|
|
(9,037
|
)
|
|
(22,279
|
)
|
|
(17,762
|
)
|
||||
Total operating income
|
$
|
10,914
|
|
|
$
|
19,143
|
|
|
$
|
16,593
|
|
|
$
|
32,981
|
|
|
Second Quarter
|
|
First Half
|
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
United States
|
$
|
117,154
|
|
|
$
|
104,333
|
|
|
$
|
220,213
|
|
|
$
|
196,802
|
|
Canada
|
4,988
|
|
|
11,285
|
|
|
18,254
|
|
|
34,357
|
|
||||
Total North America
|
122,142
|
|
|
115,618
|
|
|
238,467
|
|
|
231,159
|
|
||||
|
|
|
|
|
|
|
|
||||||||
EMEA
|
44,455
|
|
|
49,546
|
|
|
82,220
|
|
|
100,981
|
|
||||
Asia Pacific
|
4,539
|
|
|
5,671
|
|
|
9,663
|
|
|
8,160
|
|
||||
Latin America
|
1,408
|
|
|
8,903
|
|
|
2,847
|
|
|
16,817
|
|
||||
Total International
|
50,402
|
|
|
64,120
|
|
|
94,730
|
|
|
125,958
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total Fluids Systems revenues
|
$
|
172,544
|
|
|
$
|
179,738
|
|
|
$
|
333,197
|
|
|
$
|
357,117
|
|
|
Second Quarter
|
|
First Half
|
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service revenues
|
$
|
19,909
|
|
|
$
|
24,447
|
|
|
$
|
41,059
|
|
|
$
|
45,751
|
|
Rental revenues
|
17,675
|
|
|
20,938
|
|
|
39,255
|
|
|
39,750
|
|
||||
Product sales revenues
|
6,284
|
|
|
11,139
|
|
|
14,374
|
|
|
20,937
|
|
||||
Total Mats and Integrated Services revenues
|
$
|
43,868
|
|
|
$
|
56,524
|
|
|
$
|
94,688
|
|
|
$
|
106,438
|
|
ITEM 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Second Quarter
|
|
2019 vs 2018
|
||||||||
|
2019
|
|
2018
|
|
Count
|
|
%
|
||||
U.S. Rig Count
|
989
|
|
|
1,039
|
|
|
(50
|
)
|
|
(5
|
)%
|
Canada Rig Count
|
82
|
|
|
108
|
|
|
(26
|
)
|
|
(24
|
)%
|
North America Rig Count
|
1,071
|
|
|
1,147
|
|
|
(76
|
)
|
|
(7
|
)%
|
|
First Half
|
|
2019 vs 2018
|
||||||||
|
2019
|
|
2018
|
|
Count
|
|
%
|
||||
U.S. Rig Count
|
1,016
|
|
|
1,003
|
|
|
13
|
|
|
1
|
%
|
Canada Rig Count
|
132
|
|
|
188
|
|
|
(56
|
)
|
|
(30
|
)%
|
North America Rig Count
|
1,148
|
|
|
1,191
|
|
|
(43
|
)
|
|
(4
|
)%
|
•
|
In Kuwait, we provide drilling and completion fluids and related services for land operations under a multi-year contract with Kuwait Oil Company (“KOC”), which began in 2014. Following a recent tender process with KOC, we have received two new contract awards to provide drilling and completion fluids, along with related services, covering a five-year term which began in the first quarter of 2019. The initial revenue value of the combined awards is approximately $165 million and expands our presence to include a second base of operations in Northern Kuwait.
|
•
|
In Algeria, we provide drilling and completion fluids and related services to Sonatrach under a multi-year contract. Work under Lot 1 and Lot 3 of a three-year contract awarded in 2015 (“2015 Contract”) was completed in the fourth quarter of 2018. During 2018, Sonatrach initiated a new tender (“2018 Tender”), for a three-year term succeeding the 2015 Contract. For the 2018 Tender, Sonatrach adopted a change in its procurement process, limiting the number of Lots that could be awarded to major service providers, which consequently reduced the potential revenue of the 2018 Tender as compared to the 2015 Contract. Based upon the new contract awarded under the 2018 Tender, we expect that revenue from Sonatrach will be approximately $125 million over the three-year term, which would result in a reduction of approximately $25 million per year as compared to the prior activity levels. Consequently, with the transition to the new contract that began in late 2018, first half of 2019 revenues reflect a $10 million decline from the first half of 2018.
|
•
|
In Australia, we provide drilling and completion fluids and related services under a contract with Baker Hughes, a GE Company (“Baker Hughes”), as part of its integrated service offering in support of the Greater Enfield project in offshore Western Australia. Work under this contract began in the first quarter of 2018 and is expected to continue through 2019.
|
•
|
In Brazil, we provided drilling fluids and related services under a multi-year contract with Petrobras for both onshore and offshore locations. Work under this contract began in the first half of 2009 and concluded in December 2018. For the first half of 2018, our Brazilian subsidiary generated revenues of $13 million, substantially all of which related to the Petrobras contract. Despite the completion of the Petrobras contract, we are maintaining infrastructure in the Brazilian market to support our efforts to penetrate the offshore IOC market.
|
|
Second Quarter
|
|
2019 vs 2018
|
|||||||||||
(In thousands)
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
216,412
|
|
|
$
|
236,262
|
|
|
$
|
(19,850
|
)
|
|
(8
|
)%
|
Cost of revenues
|
177,933
|
|
|
188,480
|
|
|
(10,547
|
)
|
|
(6
|
)%
|
|||
Selling, general and administrative expenses
|
28,037
|
|
|
28,708
|
|
|
(671
|
)
|
|
(2
|
)%
|
|||
Other operating income, net
|
(472
|
)
|
|
(69
|
)
|
|
(403
|
)
|
|
NM
|
|
|||
Operating income
|
10,914
|
|
|
19,143
|
|
|
(8,229
|
)
|
|
(43
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Foreign currency exchange loss
|
990
|
|
|
458
|
|
|
532
|
|
|
NM
|
|
|||
Interest expense, net
|
3,523
|
|
|
3,691
|
|
|
(168
|
)
|
|
(5
|
)%
|
|||
Income before income taxes
|
6,401
|
|
|
14,994
|
|
|
(8,593
|
)
|
|
(57
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Provision for income taxes
|
2,095
|
|
|
4,148
|
|
|
(2,053
|
)
|
|
(49
|
)%
|
|||
Net income
|
$
|
4,306
|
|
|
$
|
10,846
|
|
|
$
|
(6,540
|
)
|
|
(60
|
)%
|
|
Second Quarter
|
|
2019 vs 2018
|
|||||||||||
(In thousands)
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
$
|
172,544
|
|
|
$
|
179,738
|
|
|
$
|
(7,194
|
)
|
|
(4
|
)%
|
Mats and integrated services
|
43,868
|
|
|
56,524
|
|
|
(12,656
|
)
|
|
(22
|
)%
|
|||
Total revenues
|
$
|
216,412
|
|
|
$
|
236,262
|
|
|
$
|
(19,850
|
)
|
|
(8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
$
|
12,184
|
|
|
$
|
13,327
|
|
|
$
|
(1,143
|
)
|
|
|
|
Mats and integrated services
|
9,276
|
|
|
14,853
|
|
|
(5,577
|
)
|
|
|
||||
Corporate office
|
(10,546
|
)
|
|
(9,037
|
)
|
|
(1,509
|
)
|
|
|
||||
Total operating income
|
$
|
10,914
|
|
|
$
|
19,143
|
|
|
$
|
(8,229
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Segment operating margin
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
7.1
|
%
|
|
7.4
|
%
|
|
|
|
|
|||||
Mats and integrated services
|
21.1
|
%
|
|
26.3
|
%
|
|
|
|
|
|
Second Quarter
|
|
2019 vs 2018
|
|||||||||||
(In thousands)
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
United States
|
$
|
117,154
|
|
|
$
|
104,333
|
|
|
$
|
12,821
|
|
|
12
|
%
|
Canada
|
4,988
|
|
|
11,285
|
|
|
(6,297
|
)
|
|
(56
|
)%
|
|||
Total North America
|
122,142
|
|
|
115,618
|
|
|
6,524
|
|
|
6
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
EMEA
|
44,455
|
|
|
49,546
|
|
|
(5,091
|
)
|
|
(10
|
)%
|
|||
Asia Pacific
|
4,539
|
|
|
5,671
|
|
|
(1,132
|
)
|
|
(20
|
)%
|
|||
Latin America
|
1,408
|
|
|
8,903
|
|
|
(7,495
|
)
|
|
(84
|
)%
|
|||
Total International
|
50,402
|
|
|
64,120
|
|
|
(13,718
|
)
|
|
(21
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Total Fluids Systems revenues
|
$
|
172,544
|
|
|
$
|
179,738
|
|
|
$
|
(7,194
|
)
|
|
(4
|
)%
|
|
Second Quarter
|
|
2019 vs 2018
|
|||||||||||
(In thousands)
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Rental and service revenues
|
$
|
37,584
|
|
|
$
|
45,385
|
|
|
$
|
(7,801
|
)
|
|
(17
|
)%
|
Product sales revenues
|
6,284
|
|
|
11,139
|
|
|
(4,855
|
)
|
|
(44
|
)%
|
|||
Total Mats and Integrated Services revenues
|
$
|
43,868
|
|
|
$
|
56,524
|
|
|
$
|
(12,656
|
)
|
|
(22
|
)%
|
|
First Half
|
|
2019 vs 2018
|
|||||||||||
(In thousands)
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
427,885
|
|
|
$
|
463,555
|
|
|
$
|
(35,670
|
)
|
|
(8
|
)%
|
Cost of revenues
|
352,909
|
|
|
374,935
|
|
|
(22,026
|
)
|
|
(6
|
)%
|
|||
Selling, general and administrative expenses
|
58,779
|
|
|
55,662
|
|
|
3,117
|
|
|
6
|
%
|
|||
Other operating income, net
|
(396
|
)
|
|
(23
|
)
|
|
(373
|
)
|
|
NM
|
|
|||
Operating income
|
16,593
|
|
|
32,981
|
|
|
(16,388
|
)
|
|
(50
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Foreign currency exchange (gain) loss
|
(72
|
)
|
|
683
|
|
|
(755
|
)
|
|
NM
|
|
|||
Interest expense, net
|
7,179
|
|
|
6,991
|
|
|
188
|
|
|
3
|
%
|
|||
Income before income taxes
|
9,486
|
|
|
25,307
|
|
|
(15,821
|
)
|
|
(63
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Provision for income taxes
|
3,898
|
|
|
7,239
|
|
|
(3,341
|
)
|
|
(46
|
)%
|
|||
Net income
|
$
|
5,588
|
|
|
$
|
18,068
|
|
|
$
|
(12,480
|
)
|
|
(69
|
)%
|
|
First Half
|
|
2019 vs 2018
|
|||||||||||
(In thousands)
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
$
|
333,197
|
|
|
$
|
357,117
|
|
|
$
|
(23,920
|
)
|
|
(7
|
)%
|
Mats and integrated services
|
94,688
|
|
|
106,438
|
|
|
(11,750
|
)
|
|
(11
|
)%
|
|||
Total revenues
|
$
|
427,885
|
|
|
$
|
463,555
|
|
|
$
|
(35,670
|
)
|
|
(8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
$
|
16,058
|
|
|
$
|
23,804
|
|
|
$
|
(7,746
|
)
|
|
|
|
Mats and integrated services
|
22,814
|
|
|
26,939
|
|
|
(4,125
|
)
|
|
|
||||
Corporate office
|
(22,279
|
)
|
|
(17,762
|
)
|
|
(4,517
|
)
|
|
|
||||
Total operating income
|
$
|
16,593
|
|
|
$
|
32,981
|
|
|
$
|
(16,388
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Segment operating margin
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
4.8
|
%
|
|
6.7
|
%
|
|
|
|
|
|||||
Mats and integrated services
|
24.1
|
%
|
|
25.3
|
%
|
|
|
|
|
|
First Half
|
|
2019 vs 2018
|
|||||||||||
(In thousands)
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
United States
|
$
|
220,213
|
|
|
$
|
196,802
|
|
|
$
|
23,411
|
|
|
12
|
%
|
Canada
|
18,254
|
|
|
34,357
|
|
|
(16,103
|
)
|
|
(47
|
)%
|
|||
Total North America
|
238,467
|
|
|
231,159
|
|
|
7,308
|
|
|
3
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
EMEA
|
82,220
|
|
|
100,981
|
|
|
(18,761
|
)
|
|
(19
|
)%
|
|||
Asia Pacific
|
9,663
|
|
|
8,160
|
|
|
1,503
|
|
|
18
|
%
|
|||
Latin America
|
2,847
|
|
|
16,817
|
|
|
(13,970
|
)
|
|
(83
|
)%
|
|||
Total International
|
94,730
|
|
|
125,958
|
|
|
(31,228
|
)
|
|
(25
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Total Fluids Systems revenues
|
$
|
333,197
|
|
|
$
|
357,117
|
|
|
$
|
(23,920
|
)
|
|
(7
|
)%
|
|
First Half
|
|
2019 vs 2018
|
|||||||||||
(In thousands)
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Rental and service revenues
|
$
|
80,314
|
|
|
$
|
85,501
|
|
|
$
|
(5,187
|
)
|
|
(6
|
)%
|
Product sales revenues
|
14,374
|
|
|
20,937
|
|
|
(6,563
|
)
|
|
(31
|
)%
|
|||
Total Mats and Integrated Services revenues
|
$
|
94,688
|
|
|
$
|
106,438
|
|
|
$
|
(11,750
|
)
|
|
(11
|
)%
|
(In thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
2021 Convertible Notes
|
$
|
100,000
|
|
|
$
|
100,000
|
|
ABL Facility
|
70,800
|
|
|
76,300
|
|
||
Other debt
|
6,609
|
|
|
3,199
|
|
||
Unamortized discount and debt issuance costs
|
(15,097
|
)
|
|
(17,752
|
)
|
||
Total debt
|
$
|
162,312
|
|
|
$
|
161,747
|
|
|
|
|
|
||||
Stockholder's equity
|
566,129
|
|
|
569,681
|
|
||
Total capitalization
|
$
|
728,441
|
|
|
$
|
731,428
|
|
|
|
|
|
||||
Total debt to capitalization
|
22.3
|
%
|
|
22.1
|
%
|
•
|
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 $1,000 principal amount of notes for each trading day was less than 98% of the last reported sale price of our common stock on such date multiplied by the conversion rate on each such trading day; or
|
•
|
upon the occurrence of specified corporate events, as described in the indenture governing the notes, such as a consolidation, merger, or share exchange.
|
ITEM 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
ITEM 4.
|
Controls and Procedures
|
PART II
|
OTHER INFORMATION
|
ITEM 1.
|
Legal Proceedings
|
ITEM 1A.
|
Risk Factors
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
a)
|
Not applicable
|
b)
|
Not applicable
|
c)
|
The following table details our repurchases of shares of our common stock for the three months ended June 30, 2019:
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs ($ in Millions)
|
||||||
April 2019
|
300,000
|
|
|
$
|
7.51
|
|
|
300,000
|
|
|
$
|
92.7
|
|
May 2019
|
1,109,249
|
|
|
$
|
7.55
|
|
|
1,091,348
|
|
|
$
|
84.5
|
|
June 2019
|
234,317
|
|
|
$
|
7.03
|
|
|
—
|
|
|
$
|
84.5
|
|
Total
|
1,643,566
|
|
|
$
|
7.47
|
|
|
1,391,348
|
|
|
|
|
ITEM 3.
|
Defaults Upon Senior Securities
|
ITEM 4.
|
Mine Safety Disclosures
|
ITEM 5.
|
Other Information
|
ITEM 6.
|
Exhibits
|
†10.1
|
|
†10.2
|
|
†10.3
|
|
†10.4
|
|
†10.5
|
|
†10.6
|
|
†10.7
|
|
†*10.8
|
|
*31.1
|
|
*31.2
|
|
**32.1
|
|
**32.2
|
|
*95.1
|
|
*101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
*101.SCH
|
XBRL Schema Document
|
*101.CAL
|
XBRL Calculation Linkbase Document
|
*101.DEF
|
XBRL Definition Linkbase Document
|
*101.LAB
|
XBRL Label Linkbase Document
|
*101.PRE
|
XBRL Presentation Linkbase Document
|
*104
|
The cover page from Newpark Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in Inline XBRL (included within the Exhibit 101 attachments)
|
NEWPARK RESOURCES, INC.
|
|
(Registrant)
|
|
|
|
By:
|
/s/ Paul L. Howes
|
|
Paul L. Howes
President and Chief Executive Officer
(Principal Executive Officer)
|
By:
|
/s/ Gregg S. Piontek
|
|
Gregg S. Piontek
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
By:
|
/s/ Douglas L. White
|
|
Douglas L. White
Vice President, Corporate Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
Participant Name
|
|
Date of Grant:
|
|
and Address:
|
|
Projected Cash Award:
|
$ [target amount]
|
|
|
|
|
P
|
=
|
1
|
-
|
R-1
|
N-1
|
where:
|
"P" represents the percentile performance which will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 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 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 quarterly report on Form 10-Q 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 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 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
|
Senior 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
|
Senior 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
|
(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
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
TBD
|
|
—
|
|
No
|
|
No
|
|
—
|
|
—
|
|
—
|
Dyersburg Plant / 40-03183
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
No
|
|
No
|
|
—
|
|
—
|
|
—
|
New Iberia Plant / 16-01302
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
No
|
|
No
|
|
—
|
|
—
|
|
—
|
Corpus Christi Plant /
41-04002
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
No
|
|
No
|
|
—
|
|
—
|
|
—
|