0001403853-19-000019.txt : 20190508 0001403853-19-000019.hdr.sgml : 20190508 20190508163145 ACCESSION NUMBER: 0001403853-19-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20190508 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190508 DATE AS OF CHANGE: 20190508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nuverra Environmental Solutions, Inc. CENTRAL INDEX KEY: 0001403853 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33816 FILM NUMBER: 19807087 BUSINESS ADDRESS: STREET 1: 6720 N. SCOTTSDALE ROAD STREET 2: SUITE 190 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 602-903-7802 MAIL ADDRESS: STREET 1: 6720 N. SCOTTSDALE ROAD STREET 2: SUITE 190 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 FORMER COMPANY: FORMER CONFORMED NAME: Heckmann Corp DATE OF NAME CHANGE: 20111205 FORMER COMPANY: FORMER CONFORMED NAME: Heckmann CORP DATE OF NAME CHANGE: 20070620 8-K 1 nes_8-kx20190331.htm 8-K Document




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K
__________________________________
  
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 8, 2019
  __________________________________
 
nes8kimage1a11.jpg
Nuverra Environmental Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
  __________________________________
Delaware
 
001-33816
 
26-0287117
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
6720 N. Scottsdale Road, Suite 190, Scottsdale, AZ 85253
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (602) 903-7802
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2.):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







Item 2.02
Results of Operations and Financial Condition.
On May 8, 2019, Nuverra Environmental Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2019. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit
Number
 
Description
 
 
 
 
99.1
 
Press Release, dated May 8, 2019









EXHIBIT INDEX
 
 
 
 
 
Exhibit
Number
 
Description
 
 
 
 
99.1
 






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
NUVERRA ENVIRONMENTAL SOLUTIONS, INC.
 
 
 
 
Date: May 8, 2019
 
 
 
By:
 
/s/ Joseph M. Crabb
 
 
 
 
Name:
 
Joseph M. Crabb
 
 
 
 
Title:
 
Executive Vice President and Chief Legal Officer






EX-99.1 2 nes_ex991x20190331.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
 
 
ex991image1a12.jpg

NUVERRA ANNOUNCES FIRST QUARTER 2019 RESULTS

SCOTTSDALE, AZ (May 8, 2019) - Nuverra Environmental Solutions, Inc. (NYSE American: NES) (“Nuverra,” the “Company,” “we,” “us” or “our”) today announced financial and operating results for the first quarter ended March 31, 2019.
SUMMARY OF QUARTERLY RESULTS
First quarter revenue was $42.6 million, a decrease of approximately 13.4%, or $6.6 million, when compared with revenue of $49.2 million in the fourth quarter of 2018.
When compared to the same period in the prior year, first quarter revenue decreased 14.2%, or $7.0 million.
Net loss for the first quarter was $6.4 million as compared to $8.8 million in the fourth quarter of 2018 and $32.2 million in the first quarter of 2018.
Adjusted EBITDA for the first quarter was $4.5 million, a decrease of $1.6 million compared with $6.1 million in the fourth quarter of 2018.
Adjusted EBITDA for the first quarter increased by $2.1 million over the same period in the prior year.
Total liquidity available for capital spending and other purposes as of March 31, 2019 was $18.7 million.

“We continued to make progress in the first quarter on many of our important initiatives: improving operating efficiencies, reducing costs, implementing a centralized dispatch system in our Rocky Mountain division, expanding our services to include oil hauling and broadening customer coverage, to name a few. Adjusted EBITDA increased over the same period in 2018; however, revenues decreased due to particularly difficult weather in the first quarter of 2019 in some of our operating regions and the trend toward more use of lay flat temporary hose for fresh water delivery replacing trucking as a delivery service provider and increased competition for that service. We also saw a very competitive trucking market in our Northeast division due to a decrease in customer activity. We continue to focus on improving our service and had a strong quarter from a safety perspective. With better weather conditions in the second quarter, we are beginning to see improved activity, particularly in the Rocky Mountain division, and are working hard on expanding what we do with our larger customers,” said Charlie Thompson, Chief Executive Officer.

FIRST QUARTER 2019 RESULTS

First quarter revenue was $42.6 million, a decrease of $6.6 million, or 13.4%, from $49.2 million in the fourth quarter of 2018. Of this 13.4% decrease, approximately 12.5% is attributable to decreases in activities and 0.9% to pricing decreases. We typically see a slow down in activity levels during the first quarter, as compared to the fourth quarter, due to weather conditions in the Rocky Mountain and Northeast divisions.
When compared to the first quarter of 2018, first quarter 2019 revenue decreased by 14.2%, or $7.0 million, primarily due to decreases in activity levels for water transfer services in the Rocky Mountain and Southern divisions, offset by increases in disposal services in all three divisions. In the first quarter of 2018, the Rocky Mountain division benefited from a number of large completion projects that utilized third-party drivers, which did not repeat during the current year resulting in the decline in revenue for the Rocky Mountain division. In the Southern division revenue decreased as a result of management’s decision to exit the Eagle Ford Shale area as of March 1, 2018. The first quarter of 2018 included $2.1 million in revenues from the Eagle Ford Shale area prior to the exit. In the Northeast division, the acquisition of Clearwater Solutions in the fourth quarter of 2018 contributed revenues of $2.4 million in the first quarter of 2019.
Total costs and expenses for the first quarter were $47.3 million. Total costs and expenses, adjusted for special items, were $47.3 million, or a $5.6 million decrease when compared with $52.9 million in the fourth quarter of 2018 due primarily to lower revenues from third-party drivers which have higher costs. Total costs and expenses, adjusted for special items, decreased 23.8% compared with $62.1 million in the first quarter of 2018 as a result of favorable product mix and active cost reduction efforts that started in 2018 and continued into 2019. The favorable product mix was driven by the reduction in lower margin third-party driver revenue, as well as growth in higher margin disposal services.

1



Net loss for the first quarter was $6.4 million, an improvement of $2.4 million when compared with a net loss of $8.8 million in the fourth quarter of 2018. For the first quarter of 2019, the Company reported a net loss, adjusted for special items, of $6.1 million. Special items in the first quarter primarily included gains on the sale of underutilized assets, stock-based compensation expense, and long-lived asset impairment charges. This compares with a net loss, adjusted for special items, of $6.0 million in the fourth quarter of 2018 and $13.6 million in the first quarter of 2018.
Adjusted EBITDA for the first quarter of 2019 was $4.5 million, a decrease of $1.6 million compared with $6.1 million in the fourth quarter of 2018. Of the 26.2% decline in adjusted EBITDA, 18.0% related to a decrease in activity levels, 7.3% related to a decrease in pricing and 0.9% related to corporate items. When compared to the first quarter in 2018, adjusted EBITDA increased $2.1 million, or 91.3%. The 91.3% net increase is comprised of a benefit of 136.9% for acquisitions/closures and 8.5% for corporate items, offset by 37.7% for decreases in pricing and 16.4% for decreases in activity levels. First quarter 2019 adjusted EBITDA margin was 10.6%, compared with 12.4% in the fourth quarter of 2018 and 4.7% in the first quarter of 2018.
CASH FLOW AND LIQUIDITY
Net cash used in operating activities for the three months ended March 31, 2019 was $0.5 million, while asset sales net of capital expenditures provided proceeds of $39.0 thousand. Asset sales were related to unused or under-utilized assets. The proceeds have been reinvested in 2019 in returns-driven growth projects, including the purchase of new water transfer trucks for our fleet.
Total liquidity available for capital spending and other purposes as of March 31, 2019 was $18.7 million. This consisted of cash and available borrowings of $13.0 million, plus an additional $5.7 million delayed draw borrowing capacity under our second lien term loan. As of March 31, 2019, total debt outstanding was $36.3 million, consisting of $20.8 million under our senior secured term loan facility, $10.1 million under our second lien term loan facility, and $5.4 million of finance leases.
About Nuverra
Nuverra Environmental Solutions, Inc. is a leading provider of water logistics and oilfield services to customers focused on the development and ongoing production of oil and natural gas from shale formations in the United States. Our services include the delivery, collection, and disposal of solid and liquid materials that are used in and generated by the drilling, completion, and ongoing production of shale oil and natural gas. We provide a suite of solutions to customers who demand safety, environmental compliance and accountability from their service providers. Find additional information about Nuverra in documents filed with the U.S. Securities and Exchange Commission (“SEC”) at http://www.sec.gov.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. You can identify these and other forward-looking statements by the use of words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “might,” “will,” “should,” “would,” “could,” “potential,” “future,” “continue,” “ongoing,” “forecast,” “project,” “target” or similar expressions, and variations or negatives of these words.

These statements relate to our expectations for future events and time periods. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, and any forward-looking statements contained herein are based on information available to us as of the date of this press release and our current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. Future performance cannot be ensured, and actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include, among others: financial results that may be volatile and may not reflect historical trends due to, among other things, changes in commodity prices or general market conditions, acquisition and disposition activities, fluctuations in consumer trends, pricing pressures, transportation costs, changes in raw material or labor prices or rates related to our business and changing regulations or political developments in the markets in which we operate; risks associated with our indebtedness, including changes to interest rates, decreases in our borrowing availability, our ability to manage our liquidity needs and to comply with covenants under our credit facilities; the loss of one or more of our larger customers; difficulties in successfully executing our growth initiatives, including identifying and completing acquisitions and divestitures, successfully integrating acquired business operations, and identifying and managing risks inherent in acquisitions and divestitures, as well as differences in the type and availability of consideration or financing for such acquisitions and divestitures; our ability to attract and retain key executives and qualified employees in key areas of our business; our ability to attract and retain a sufficient number of qualified truck drivers in light of industry-wide driver shortages and high-turnover; the availability of less favorable credit and payment terms due to changes in industry condition or our financial condition, which could constrain our liquidity and reduce availability

2



under our revolving credit facility; higher than forecasted capital expenditures to maintain and repair our fleet of trucks, tanks, equipment and disposal wells; control of costs and expenses; changes in customer drilling, completion and production activities, operating methods and capital expenditure plans, including impacts due to low oil and/or natural gas prices or the economic or regulatory environment; risks associated with the limited trading volume of our common stock on the NYSE American Stock Exchange, including potential fluctuation in the trading prices of our common stock; the effects of our completed restructuring on the Company and the interest of various constituents; risks and uncertainties associated with our completed restructuring process, including the outcome of a pending appeal of the order confirming the plan of reorganization; risks associated with the reliance on third-party analyst and expert market projections and data for the markets in which we operate; present and possible future claims, litigation or enforcement actions or investigations; risks associated with changes in industry practices and operational technologies and the impact on our business; risks associated with the operation, construction, development and closure of saltwater disposal wells, solids and liquids treatment and transportation assets, landfills and pipelines, including access to additional locations and rights-of-way, permitting and licensing, environmental remediation obligations, unscheduled delays or inefficiencies and reductions in volume due to micro- and macro-economic factors or the availability of less expensive alternatives; the effects of competition in the markets in which we operate, including the adverse impact of competitive product announcements or new entrants into our markets and transfers of resources by competitors into our markets; changes in economic conditions in the markets in which we operate or in the world generally, including as a result of political uncertainty; reduced demand for our services due to regulatory or other influences related to extraction methods such as hydraulic fracturing, shifts in production among shale areas in which we operate or into shale areas in which we do not currently have operations; the unknown future impact of changes in laws and regulation on waste management and disposal activities, including those impacting the delivery, storage, collection, transportation, treatment and disposal of waste products, as well as the use or reuse of recycled or treated products or byproducts; risks involving developments in environmental or other governmental laws and regulations in the markets in which we operate and our ability to effectively respond to those developments including laws and regulations relating to oil and natural gas extraction businesses, particularly relating to water usage, and the disposal, transportation and treatment of liquid and solid wastes; and natural disasters, such as hurricanes, earthquakes and floods, or acts of terrorism, or extreme weather conditions, that may impact our business locations, assets, including wells or pipelines, distribution channels, or which otherwise disrupt our or our customers’ operations or the markets we serve.

The forward-looking statements contained, or incorporated by reference, herein are also subject generally to other risks and uncertainties that are described from time to time in the Company’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s views as of the date of this press release. The Company undertakes no obligation to update any such forward-looking statements, whether as a result of new information, future events, changes in expectations or otherwise. Additional risks and uncertainties are disclosed from time to time in the Company’s filings with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.


Contact
Nuverra Environmental Solutions, Inc.
Investor Relations
602-903-7802
ir@nuverra.com

- Tables to Follow -


3



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

 
Three Months Ended
 
March 31,
 
2019
 
2018
Revenue:
 
 
 
Service revenue
$
39,001

 
$
45,527

Rental revenue
3,626

 
4,142

Total revenue
42,627

 
49,669

Costs and expenses:
 
 
 
Direct operating expenses
32,557

 
41,627

General and administrative expenses
5,475

 
19,320

Depreciation and amortization
9,135

 
14,744

Impairment of long-lived assets
117

 
4,131

Other, net

 
599

Total costs and expenses
47,284

 
80,421

Operating loss
(4,657
)
 
(30,752
)
Interest expense, net
(1,421
)
 
(1,250
)
Other income (expense), net
25

 
(73
)
Reorganization items, net
(223
)
 
(92
)
Loss before income taxes
(6,276
)
 
(32,167
)
Income tax expense
(79
)
 

Net loss
$
(6,355
)
 
$
(32,167
)
 
 
 
 
Earnings per common share:
 
 
 
Net loss per basic common share
$
(0.41
)
 
$
(2.75
)
 
 
 
 
Net loss per diluted common share
$
(0.41
)
 
$
(2.75
)
 
 
 
 
Weighted average shares outstanding:
 
 
 
Basic
15,550

 
11,696

Diluted
15,550

 
11,696








4



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

 
March 31,
 
December 31,
 
2019
 
2018
Assets
 
 
 
Cash
$
3,949

 
$
7,302

Restricted cash
1,329

 
656

Accounts receivable, net
28,689

 
31,392

Inventories
3,352

 
3,358

Prepaid expenses and other receivables
3,539

 
2,435

Other current assets
283

 
1,582

Assets held for sale
4,604

 
2,782

Total current assets
45,745

 
49,507

Property, plant and equipment, net
208,520

 
215,640

Operating lease assets
4,103

 

Equity investments
38

 
41

Intangibles, net
997

 
1,112

Goodwill
29,518

 
29,518

Other assets
130

 
118

Total assets
$
289,051

 
$
295,936

Liabilities and Shareholders’ Equity
 
 
 
Accounts payable
$
5,980

 
$
9,061

Accrued and other current liabilities
14,733

 
16,670

Current portion of long-term debt
6,450

 
38,305

Current contingent consideration
500

 
500

Derivative warrant liability
75

 
34

Total current liabilities
27,738

 
64,570

Long-term debt
29,656

 
27,628

Noncurrent operating lease liabilities
2,180

 

Deferred income taxes
251

 
181

Other long-term liabilities
7,323

 
7,130

Total liabilities
67,148

 
99,509

Commitments and contingencies
 
 
 
Shareholders’ equity:
 
 
 
Common stock
157

 
122

Additional paid-in capital
336,455

 
303,463

Treasury stock
(373
)
 

Accumulated deficit
(114,336
)
 
(107,158
)
Total shareholders’ equity
221,903

 
196,427

Total liabilities and shareholders’ equity
$
289,051

 
$
295,936








5



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Three Months Ended
 
March 31,
 
2019
 
2018
Cash flows from operating activities:
 
 
 
Net loss
$
(6,355
)
 
$
(32,167
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
   Depreciation and amortization
9,135

 
14,744

   Amortization of debt issuance costs, net
206

 

   Accrued interest added to debt principal

 
119

   Stock-based compensation
852

 
10,978

   Impairment of long-lived assets
117

 
4,131

   Gain on sale of UGSI

 
(75
)
   Gain on disposal of property, plant and equipment
(858
)
 
(8
)
   Bad debt (recoveries) expense
(141
)
 
313

   Change in fair value of derivative warrant liability
41

 
192

   Deferred income taxes
70

 

   Other, net
29

 
149

   Changes in operating assets and liabilities:
 
 
 
      Accounts receivable
2,944

 
(5,534
)
      Prepaid expenses and other receivables
(1,104
)
 
(2,573
)
      Accounts payable and accrued liabilities
(6,735
)
 
2,110

      Other assets and liabilities, net
1,294

 
368

Net cash used in operating activities
(505
)
 
(7,253
)
Cash flows from investing activities:
 
 
 
   Proceeds from the sale of property, plant and equipment
3,665

 
11,881

   Purchases of property, plant and equipment
(3,626
)
 
(3,380
)
   Proceeds from the sale of UGSI

 
75

Net cash provided by investing activities
39

 
8,576

Cash flows from financing activities:
 
 
 
   Payments on First and Second Lien Term Loans
(1,102
)
 
(799
)
   Proceeds from Revolving Facility
51,037

 
55,321

   Payments on Revolving Facility
(51,037
)
 
(56,001
)
   Payments on Bridge Term Loan
(31,382
)
 

   Proceeds from the issuance of stock
31,057

 

   Payments on finance leases and other financing activities
(787
)
 
(456
)
Net cash used in financing activities
(2,214
)
 
(1,935
)
Change in cash and restricted cash
(2,680
)
 
(612
)
Cash, beginning of period
7,302

 
5,488

Restricted cash, beginning of period
656

 
1,296

Cash and restricted cash, beginning of period
7,958

 
6,784

Cash, end of period
3,949

 
4,088

Restricted cash, end of period
1,329

 
2,084

Cash and restricted cash, end of period
$
5,278

 
$
6,172


6



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS
(In thousands)
(Unaudited)


This press release contains non-GAAP financial measures as defined by the rules and regulations of the United States Securities and Exchange Commission. A non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of operations or balance sheets of the Company; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. Reconciliations of these non-GAAP financial measures to their comparable GAAP financial measures are included in the attached financial tables.
 
These non-GAAP financial measures are provided because management of the Company uses these financial measures in maintaining and evaluating the Company’s ongoing financial results and trends. Management uses this non-GAAP information as an indicator of business results, and evaluates overall performance with respect to such indicators. Management believes that excluding items such as acquisition expenses, amortization of intangible assets, stock-based compensation, asset impairments, restructuring charges, expenses related to litigation and resolution of lawsuits, and other charges, which may or may not be non-recurring, among other items that are inconsistent in amount and frequency (as with acquisition expenses), or determined pursuant to complex formulas that incorporate factors, such as market volatility, that are beyond our control (as with stock-based compensation), for purposes of calculating these non-GAAP financial measures facilitates a more meaningful evaluation of the Company’s current operating performance and comparisons to the past and future operating performance. The Company believes that providing non-GAAP financial measures such as EBITDA, adjusted EBITDA, adjusted net income (loss), and adjusted net income (loss) per share, in addition to related GAAP financial measures, provides investors with greater transparency to the information used by the Company’s management. These non-GAAP financial measures are not substitutes for measures of performance or liquidity calculated in accordance with GAAP and may not necessarily be indicative of the Company’s liquidity or ability to fund cash needs. Not all companies calculate non-GAAP financial measures in the same manner, and our presentation may not be comparable to the presentations of other companies.









7



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands)
(Unaudited)


Reconciliation of Net loss to EBITDA and Total Adjusted EBITDA:
 
Three Months Ended
 
March 31,
 
2019
 
2018
Net loss
$
(6,355
)
 
$
(32,167
)
Depreciation and amortization
9,135

 
14,744

Interest expense, net
1,421

 
1,250

Income tax expense
79

 

EBITDA
4,280

 
(16,173
)
Adjustments:
 
 
 
Transaction-related costs, net
(208
)
 

Stock-based compensation
852

 
10,978

Change in fair value of derivative warrant liability
41

 
192

Reorganization items, net [1]
223

 
118

Legal and environmental costs, net
53

 
(347
)
Impairment of long-lived assets
117

 
4,131

Restructuring, exit and other costs

 
599

Gain on sale of UGSI

 
(75
)
Executive and severance costs

 
2,937

Gain on disposal of assets
(858
)
 
(8
)
Total Adjusted EBITDA
$
4,500

 
$
2,352


[1] Reorganization items, net represents the costs related to the chapter 11 filing incurred after the May 1, 2017 filing date.






8



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands)
(Unaudited)

Reconciliation of QTD Segment Performance to Adjusted EBITDA
Three months ended March 31, 2019
 
Rocky Mountain
 
Northeast
 
Southern
 
Corporate
 
Total
Revenue
 
$
24,877

 
$
11,840

 
$
5,910

 
$

 
$
42,627

Direct operating expenses
 
19,828

 
9,715

 
3,014

 

 
32,557

General and administrative expenses
 
1,046

 
846

 
399

 
3,184

 
5,475

Depreciation and amortization
 
4,299

 
2,664

 
2,160

 
12

 
9,135

Operating (loss) income
 
(296
)
 
(1,502
)
 
337

 
(3,196
)
 
(4,657
)
Operating margin %
 
(1.2
)%
 
(12.7
)%
 
5.7
%
 
N/A

 
(10.9
)%
(Loss) income before income taxes
 
(358
)
 
(1,595
)
 
291

 
(4,614
)
 
(6,276
)
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income
 
(358
)
 
(1,595
)
 
291

 
(4,693
)
 
(6,355
)
Depreciation and amortization
 
4,299

 
2,664

 
2,160

 
12

 
9,135

Interest expense, net
 
128

 
93

 
46

 
1,154

 
1,421

Income tax expense
 

 

 

 
79

 
79

EBITDA
 
$
4,069

 
$
1,162

 
$
2,497

 
$
(3,448
)
 
$
4,280

 
 
 
 
 
 
 
 
 
 
 
Adjustments, net
 
(746
)
 
(95
)
 
153

 
908

 
220

Adjusted EBITDA
 
$
3,323

 
$
1,067

 
$
2,650

 
$
(2,540
)
 
$
4,500

Adjusted EBITDA margin %
 
13.4
 %
 
9.0
 %
 
44.8
%
 
N/A

 
10.6
 %

Three months ended March 31, 2018
 
Rocky Mountain
 
Northeast
 
Southern
 
Corporate
 
Total
Revenue
 
$
30,770

 
$
9,113

 
$
9,786

 
$

 
$
49,669

Direct operating expenses
 
26,346

 
7,814

 
7,467

 

 
41,627

General and administrative expenses
 
1,276

 
762

 
578

 
16,704

 
19,320

Depreciation and amortization
 
6,289

 
4,306

 
4,124

 
25

 
14,744

Operating loss
 
(3,141
)
 
(3,838
)
 
(7,044
)
 
(16,729
)
 
(30,752
)
Operating margin %
 
(10.2
)%
 
(42.1
)%
 
(72.0
)%
 
N/A

 
(61.9
)%
Loss before income taxes
 
(3,202
)
 
(3,899
)
 
(7,111
)
 
(17,955
)
 
(32,167
)
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
(3,202
)
 
(3,899
)
 
(7,111
)
 
(17,955
)
 
(32,167
)
Depreciation and amortization
 
6,289

 
4,306

 
4,124

 
25

 
14,744

Interest expense, net
 
105

 
62

 
67

 
1,016

 
1,250

Income tax expense
 

 

 

 

 

EBITDA
 
$
3,192

 
$
469

 
$
(2,920
)
 
$
(16,914
)
 
$
(16,173
)
 
 
 
 
 
 
 
 
 
 
 
Adjustments, net
 
97

 
(918
)
 
5,172

 
14,174

 
18,525

Adjusted EBITDA
 
$
3,289

 
$
(449
)
 
$
2,252

 
$
(2,740
)
 
$
2,352

Adjusted EBITDA margin %
 
10.7
 %
 
(4.9
)%
 
23.0
 %
 
N/A

 
4.7
 %
 
 
 

9



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands)
(Unaudited)


Reconciliation of Special Items to Net loss and to EBITDA and Adjusted EBITDA


 
Three months ended March 31, 2019
 
As Reported
 
Special Items
 
As Adjusted
Revenue
$
42,627

 
$

 
 
$
42,627

Direct operating expenses
32,557

 
858

[A]
 
33,415

General and administrative expenses
5,475

 
(697
)
[B]
 
4,778

Total costs and expenses
47,284

 
44

[C]
 
47,328

Operating loss
(4,657
)
 
(44
)
[C]
 
(4,701
)
Net loss
(6,355
)
 
223

[D]
 
(6,132
)
 
 
 
 
 
 
 
Net loss
$
(6,355
)
 
 
 
 
$
(6,132
)
Depreciation and amortization
9,135

 
 
 
 
9,135

Interest expense, net
1,421

 
 
 
 
1,421

Income tax expense
79

 
 
 
 
76

EBITDA and Adjusted EBITDA
$
4,280

 
 
 
 
$
4,500


Description of 2019 Special Items:
[A]
Special items primarily relates to the gain on the sale of underutilized assets.

[B]
Primarily attributable to stock-based compensation and non-routine litigation expenses, offset by an adjustment to capitalize certain of our transaction costs for our acquisition of Clearwater Solutions in the fourth quarter of 2018.

[C]
Primarily includes the aforementioned adjustments along with long-lived asset impairment charges of $0.1 million for assets classified as held-for-sale in the Northeast division.
[D]
Primarily includes the aforementioned adjustments along with a loss of $41.0 thousand associated with the change in fair value of the derivative warrant liability. Additionally, our effective tax rate for the three months ended March 31, 2019 was (1.3%) percent and was applied to the special items accordingly.











10



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands)
(Unaudited)


Reconciliation of Special Items to Net loss and to EBITDA and Adjusted EBITDA

 
Three months ended March 31, 2018
 
As Reported
 
Special Items
 
As Adjusted
Revenue
$
49,669

 
$

 
 
$
49,669

Direct operating expenses
41,627

 
(54
)
[E]
 
41,573

General and administrative expenses
19,320

 
(13,506
)
[F]
 
5,814

Total costs and expenses
80,421

 
(18,290
)
[G]
 
62,131

Operating loss
(30,752
)
 
18,290

[G]
 
(12,462
)
Net loss
(32,167
)
 
18,525

[H]
 
(13,642
)
 
 
 
 
 
 
 
Net loss
$
(32,167
)
 
 
 
 
$
(13,642
)
Depreciation and amortization
14,744

 
 
 
 
14,744

Interest expense, net
1,250

 
 
 
 
1,250

Income tax expense

 
 
 
 

EBITDA and Adjusted EBITDA
$
(16,173
)
 
 
 
 
$
2,352


Description of 2018 Special Items:
[E]
Special items primarily relates to the loss on the sale of underutilized assets.
[F]
Primarily attributable to severance, stock-based compensation and non-routine litigation expenses.
[G]
Primarily includes the aforementioned adjustments along with long-lived asset impairment charges of $4.1 million for assets classified as held-for-sale primarily in the Southern division.
[H]
Primarily includes the aforementioned adjustments along with a loss of $0.2 million associated with the change in fair value of the derivative warrant liability. Additionally, our effective tax rate for the three months ended March 31, 2018 was zero percent and was applied to the special items accordingly.








11



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands)
(Unaudited)

Reconciliation of Free Cash Flow

 
Three Months Ended
 
March 31,
 
2019
 
2018
Net cash used in operating activities
$
(505
)
 
$
(7,253
)
Net cash capital expenditures [1]
39

 
8,501

Free Cash Flow
$
(466
)
 
$
1,248


[1]
Net cash capital expenditures is defined as proceeds received from sales of property, plant and equipment, net of purchases of property, plant and equipment.


Sequential Revenue and Adjusted EBITDA Decline by Price, Activity, Acquisition/Closure and Corporate

 
Revenue
 
Adjusted EBITDA
 
Q1 2019 vs Q4 2018
 
Q1 2019 vs Q4 2018
Breakdown of Decline:
 
 
 
 
 
 
 
   Price
$
(430
)
 
(0.9
)%
 
$
(445
)
 
(7.3
)%
   Activity
(6,144
)
 
(12.5
)
 
(1,097
)
 
(18.0
)
   Acquisition/Closure

 

 

 

   Corporate

 

 
(55
)
 
(0.9
)
Total Sequential Decline
$
(6,574
)
 
(13.4
)%
 
$
(1,597
)
 
(26.2
)%


Year-Over-Year Revenue Decline by Price, Activity and Acquisition/Closure

 
Three Months Ended
 
March 31, 2019
Breakdown of Total Revenue Decline:
 
 
 
   Price
$
(878
)
 
(1.8
)%
   Activity
(6,304
)
 
(12.7
)
   Acquisition/Closure (a)
140

 
0.3

Total Revenue Decline
$
(7,042
)
 
(14.2
)%

(a)
Represents the combined impact of the Clearwater Solutions acquisition on October 5, 2018 and management’s decision to exit the Eagle Ford Shale area as of March 1, 2018.


12



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands)
(Unaudited)

Year-Over-Year Adjusted EBITDA Growth by Price, Activity, Acquisition/Closure, and Corporate

 
Three Months Ended
 
March 31, 2019
Breakdown of Total Adjusted EBITDA Growth:
 
 
 
   Price
$
(887
)
 
(37.7
)%
   Activity/Expense
(385
)
 
(16.4
)
   Acquisition/Closure (a)
3,220

 
136.9

   Corporate
200

 
8.5

Total Adjusted EBITDA Growth
$
2,148

 
91.3
 %
 
(a)
Represents the combined impact of the Clearwater Solutions acquisition on October 5, 2018 and management’s decision to exit the Eagle Ford Shale area as of March 1, 2018.


13



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
SUPPLEMENTAL COMPANY AND INDUSTRY DATA
(Unaudited)

Company Assets and Utilization by Revenue Source
 
Three Months Ended
 
March 31, 2019
Water Trucks:
 
   Count (approximate)
450

   % Utilized [1]
48
%
 
 
Salt Water Disposal Wells:
 
   Count
48

   % Utilized [2]
56
%
 
 
Haynesville Pipeline:
 
   % Utilized [2]
81%

[1]
Trucking utilization assumes a five day work-week and running twelve hours per day.
[2]
Salt Water Disposal Well and Pipeline utilization is calculated based on daily functional capacity rather than permitted capacity. Functional capacity reflects any factors limiting volume such as pressure limits, pump or tank capacity, etc. and can potentially be increased with additional capital investment.

Industry Statistics for the Basins in which Nuverra Operates

 
Average for the
Three Months Ended March 31,
 
Year-Over-Year
 
2019
 
2018
 
Growth %
Pricing:
 
 
 
 
 
   Oil price per barrel [1]
$
54.82

 
$
62.91

 
(12.9
)%
   Natural gas price per tcf [2]
$
2.92

 
$
3.08

 
(5.2
)%
 
 
 
 
 
 
Operating Rigs [3]
192

 
176

 
9.1
 %
 
 
 
 
 
 
Oil Production (barrels in thousands) [4]
1,603

 
1,317

 
21.7
 %
 
 
 
 
 
 
Natural Gas Production (Mcf/d) [4]
43,827

 
36,747

 
19.3
 %
 
 
 
 
 
 
Wells Completed [4]
870

 
691

 
25.9
 %
 
 
 
 
 
 
Drilled Uncompleted Ending Inventory [4]
1,449

 
1,677

 
(13.6
)%
[1]
Source: West Texas Intermediate (“WTI”) Crude Oil Spot Price
[2]
Source: Henry Hub (“HH”) Natural Gas Spot Price
[3]
Source: Baker Hughes
[4]
Source: US Energy Information Association (“EIA”)

14
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