[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended March 31, 2013
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to .
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Delaware
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72-1123385
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2700 Research Forest Drive, Suite 100
|
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The Woodlands, Texas
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77381
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(Address of principal executive offices)
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(Zip Code)
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PART I
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FINANCIAL INFORMATION
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2
|
ITEM 1.
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Financial Statements
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2
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Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012
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2
|
|
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and 2012
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3
|
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Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2013 and December 31, 2012
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4
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Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012
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5
|
|
Notes to Unaudited Condensed Consolidated Financial Statements
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6
|
|
ITEM 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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10
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ITEM 3.
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Quantitative and Qualitative Disclosures about Market Risk
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17
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ITEM 4.
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Controls and Procedures
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17
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PART II
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OTHER INFORMATION
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18
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ITEM 1.
|
Legal Proceedings
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18
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ITEM 1A.
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Risk Factors
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18
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ITEM 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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18
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ITEM 3.
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Defaults Upon Senior Securities
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18
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ITEM 4.
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Mine Safety Disclosures
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18
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ITEM 5.
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Other Information
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18
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ITEM 6.
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Exhibits
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19
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Signatures
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20
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(In thousands, except share data)
|
March 31,
2013 |
December 31,
2012 |
||||||
ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 41,710 | $ | 46,846 | ||||
Receivables, net
|
343,850 | 323,439 | ||||||
Inventories
|
210,264 | 209,734 | ||||||
Deferred tax asset
|
11,440 | 11,596 | ||||||
Prepaid expenses and other current assets
|
14,491 | 12,441 | ||||||
Total current assets
|
621,755 | 604,056 | ||||||
Property, plant and equipment, net
|
264,399 | 253,990 | ||||||
Goodwill
|
88,666 | 87,388 | ||||||
Other intangible assets, net
|
36,310 | 41,018 | ||||||
Other assets
|
8,062 | 8,089 | ||||||
Total assets
|
$ | 1,019,192 | $ | 994,541 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Short-term debt
|
$ | 8,990 | $ | 2,599 | ||||
Accounts payable
|
121,356 | 114,377 | ||||||
Accrued liabilities
|
45,136 | 42,620 | ||||||
Total current liabilities
|
175,482 | 159,596 | ||||||
Long-term debt, less current portion
|
242,807 | 256,832 | ||||||
Deferred tax liability
|
46,523 | 46,348 | ||||||
Other noncurrent liabilities
|
20,573 | 18,187 | ||||||
Total liabilities
|
485,385 | 480,963 | ||||||
Commitments and contingencies (Note 6)
|
||||||||
Common stock, $0.01 par value, 200,000,000 shares authorized and 96,224,385 and 95,733,677 shares issued, respectively
|
962 | 957 | ||||||
Paid-in capital
|
490,297 | 484,962 | ||||||
Accumulated other comprehensive loss
|
(3,498 | ) | (734 | ) | ||||
Retained earnings
|
112,390 | 95,015 | ||||||
Treasury stock, at cost; 10,073,767 and 10,115,951 shares, respectively
|
(66,344 | ) | (66,622 | ) | ||||
Total stockholders’ equity
|
533,807 | 513,578 | ||||||
Total liabilities and stockholders' equity
|
$ | 1,019,192 | $ | 994,541 |
Three Months Ended March 31,
|
||||||||
(In thousands, except per share data)
|
2013
|
2012
|
||||||
Revenues
|
$ | 282,518 | $ | 262,336 | ||||
Cost of revenues
|
230,406 | 214,902 | ||||||
Selling, general and administrative expenses
|
24,182 | 21,313 | ||||||
Other operating income, net
|
(439 | ) | (14 | ) | ||||
Operating income
|
28,369 | 26,135 | ||||||
Foreign currency exchange gain
|
(368 | ) | (230 | ) | ||||
Interest expense, net
|
2,520 | 2,368 | ||||||
Income from operations before income taxes
|
26,217 | 23,997 | ||||||
Provision for income taxes
|
8,842 | 8,363 | ||||||
Net income
|
$ | 17,375 | $ | 15,634 | ||||
Income per common share -basic:
|
$ | 0.21 | $ | 0.17 | ||||
Income per common share -diluted:
|
$ | 0.18 | $ | 0.16 |
Three Months Ended March 31,
|
||||||||
(In thousands)
|
2013
|
2012
|
||||||
Net income
|
$ | 17,375 | $ | 15,634 | ||||
Foreign currency translation adjustments
|
(2,764 | ) | 3,995 | |||||
Comprehensive income
|
$ | 14,611 | $ | 19,629 |
Three Months Ended March 31,
|
||||||||
(In thousands)
|
2013
|
2012
|
||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$ | 17,375 | $ | 15,634 | ||||
Adjustments to reconcile net income to net cash provided by operations:
|
||||||||
Depreciation and amortization
|
10,954 | 8,018 | ||||||
Stock-based compensation expense
|
1,973 | 1,383 | ||||||
Provision for deferred income taxes
|
534 | 81 | ||||||
Net provision for doubtful accounts
|
208 | 414 | ||||||
(Gain) loss on sale of assets
|
(99 | ) | 244 | |||||
Change in assets and liabilities:
|
||||||||
Increase in receivables
|
(20,969 | ) | (24,439 | ) | ||||
Increase in inventories
|
(1,280 | ) | (12,144 | ) | ||||
Increase in other assets
|
(2,382 | ) | (1,755 | ) | ||||
Increase in accounts payable
|
4,179 | 9,008 | ||||||
Increase (decrease) in accrued liabilities and other
|
4,747 | (2,852 | ) | |||||
Net cash provided by (used in) operating activities
|
15,240 | (6,408 | ) | |||||
Cash flows from investing activities:
|
||||||||
Capital expenditures
|
(16,127 | ) | (17,302 | ) | ||||
Proceeds from sale of property, plant and equipment
|
213 | 8 | ||||||
Net cash used in investing activities
|
(15,914 | ) | (17,294 | ) | ||||
Cash flows from financing activities:
|
||||||||
Borrowings on lines of credit
|
71,102 | 85,951 | ||||||
Payments on lines of credit
|
(78,748 | ) | (50,632 | ) | ||||
Proceeds from employee stock plans
|
3,808 | 234 | ||||||
Purchase of treasury stock
|
- | (7,598 | ) | |||||
Other financing activities
|
(38 | ) | 10 | |||||
Net cash (used in) provided by financing activities
|
(3,876 | ) | 27,965 | |||||
Effect of exchange rate changes on cash
|
(586 | ) | 859 | |||||
Net (decrease) increase in cash and cash equivalents
|
(5,136 | ) | 5,122 | |||||
Cash and cash equivalents at beginning of year
|
46,846 | 25,247 | ||||||
Cash and cash equivalents at end of period
|
$ | 41,710 | $ | 30,369 | ||||
Cash paid for:
|
||||||||
Income taxes (net of refunds)
|
$ | 4,294 | $ | (4,378 | ) | |||
Interest
|
$ | 331 | $ | 100 |
First Quarter
|
||||||||
(In thousands, except per share data)
|
2013
|
2012
|
||||||
Basic EPS:
|
||||||||
Net income
|
$ | 17,375 | $ | 15,634 | ||||
Weighted average number of common shares outstanding
|
84,100 | 90,473 | ||||||
Basic income per common share
|
$ | 0.21 | $ | 0.17 | ||||
Diluted EPS:
|
||||||||
Net income
|
$ | 17,375 | $ | 15,634 | ||||
Assumed conversions of Senior Notes
|
1,266 | 1,257 | ||||||
Adjusted net income
|
$ | 18,641 | $ | 16,891 | ||||
Weighted average number of common shares outstanding-basic
|
84,100 | 90,473 | ||||||
Add: Dilutive effect of stock options and restricted stock awards
|
1,572 | 1,198 | ||||||
Dilutive effect of Senior Notes
|
15,682 | 15,682 | ||||||
Diluted weighted average number of common shares outstanding
|
101,354 | 107,353 | ||||||
Diluted income per common share
|
$ | 0.18 | $ | 0.16 | ||||
Stock options excluded from calculation of diluted earnings per share because anti-dilutive for the period | 592 | 647 |
(In thousands)
|
||||
Receivables, net
|
$ | 22,822 | ||
Inventories
|
5,779 | |||
Property, plant and equipment, net
|
4,932 | |||
Goodwill
|
13,268 | |||
Customer relationships
|
17,807 | |||
Tradename
|
2,090 | |||
Employment contracts
|
1,625 | |||
Deferred tax asset
|
203 | |||
Total assets acquired
|
$ | 68,526 | ||
Accounts payable
|
$ | 7,002 | ||
Accrued liabilities
|
4,149 | |||
Other noncurrent liabilities
|
4,300 | |||
Total liabilities assumed
|
$ | 15,451 | ||
Total cash conveyed at closing
|
$ | 53,075 |
(In thousands)
|
March 31,
2013
|
December 31,
2012
|
||||||
Gross trade receivables
|
$ | 330,936 | $ | 307,276 | ||||
Allowance for doubtful accounts
|
(4,253 | ) | (4,078 | ) | ||||
Net trade receivables
|
326,683 | 303,198 | ||||||
Other receivables
|
17,167 | 20,241 | ||||||
Total receivables, net
|
$ | 343,850 | $ | 323,439 |
First Quarter
|
||||||||
(In thousands)
|
2013
|
2012
|
||||||
Revenues
|
||||||||
Fluids Systems & Engineering
|
$ | 247,339 | $ | 218,496 | ||||
Mats & Integrated Services
|
20,584 | 30,533 | ||||||
Environmental Services
|
14,595 | 13,307 | ||||||
Total Revenues
|
$ | 282,518 | $ | 262,336 | ||||
Operating Income (loss)
|
||||||||
Fluids Systems & Engineering
|
$ | 22,622 | $ | 13,995 | ||||
Mats & Integrated Services
|
8,480 | 14,339 | ||||||
Environmental Services
|
3,508 | 3,575 | ||||||
Corporate Office
|
(6,241 | ) | (5,774 | ) | ||||
Operating Income
|
$ | 28,369 | $ | 26,135 |
First Quarter
|
2013 vs 2012
|
|||||||||||||||
2013
|
2012
|
Count
|
%
|
|||||||||||||
U.S. Rig Count
|
1,758 | 1,990 | (232 | ) | (12 | %) | ||||||||||
Canadian Rig Count
|
531 | 584 | (53 | ) | (9 | %) | ||||||||||
North America
|
2,289 | 2,574 | (285 | ) | (11 | %) |
First Quarter
|
2013 vs 2012 | |||||||||||||||
(In thousands)
|
2013 | 2012 | $ | % | ||||||||||||
Revenues
|
$ |
282,518
|
$ |
262,336
|
$ |
20,182
|
8
|
% | ||||||||
Cost of revenues
|
230,406
|
214,902
|
15,504
|
7
|
% | |||||||||||
Selling, general and administrative expenses
|
24,182
|
21,313
|
2,869
|
13
|
% | |||||||||||
Other operating income, net
|
(439)
|
(14)
|
(425)
|
NM
|
||||||||||||
Operating income
|
28,369
|
26,135
|
2,234
|
9
|
% | |||||||||||
Foreign currency exchange gain
|
(368)
|
(230)
|
(138)
|
NM
|
||||||||||||
Interest expense, net
|
2,520
|
2,368
|
152
|
6
|
% | |||||||||||
Income from operations before income taxes
|
26,217
|
23,997
|
2,220
|
9
|
% | |||||||||||
Provision for income taxes
|
8,842
|
8,363
|
479
|
6
|
% | |||||||||||
Net income
|
$ |
17,375
|
$ |
15,634
|
$ |
1,741
|
11
|
% |
First Quarter
|
2013 vs 2012 | |||||||||||||||
(In thousands)
|
2013
|
2012 | $ | % | ||||||||||||
Revenues
|
||||||||||||||||
Fluids systems and engineering
|
$ |
247,339
|
$ |
218,496
|
$ |
28,843
|
13%
|
|||||||||
Mats and integrated services
|
20,584
|
30,533
|
(9,949)
|
(33%)
|
||||||||||||
Environmental services
|
14,595
|
13,307
|
1,288
|
10%
|
||||||||||||
Total revenues
|
$ |
282,518
|
$ |
262,336
|
$ |
20,182
|
8%
|
|||||||||
Operating income (loss)
|
||||||||||||||||
Fluids systems and engineering
|
$ |
22,622
|
$ |
13,995
|
$ |
8,627
|
||||||||||
Mats and integrated services
|
8,480
|
14,339
|
(5,859)
|
|||||||||||||
Environmental services
|
3,508
|
3,575
|
(67)
|
|||||||||||||
Corporate office
|
(6,241)
|
(5,774)
|
(467)
|
|||||||||||||
Operating income
|
$ |
28,369
|
$ |
26,135
|
$ |
2,234
|
||||||||||
Segment operating margin
|
||||||||||||||||
Fluids systems and engineering
|
9.1%
|
6.4%
|
||||||||||||||
Mats and integrated services
|
41.2%
|
47.0%
|
||||||||||||||
Environmental services
|
24.0%
|
26.9%
|
First Quarter
|
2013 vs 2012
|
|||||||||||||||
(In thousands)
|
2013
|
2012
|
$ | % | ||||||||||||
United States
|
$ | 159,144 | $ | 142,353 | $ | 16,791 | 12 | % | ||||||||
Canada
|
18,651 | 18,719 | (68 | ) | (0 | %) | ||||||||||
Total North America
|
177,795 | 161,072 | 16,723 | 10 | % | |||||||||||
EMEA
|
34,518 | 29,999 | 4,519 | 15 | % | |||||||||||
Latin America
|
24,961 | 18,603 | 6,358 | 34 | % | |||||||||||
Asia Pacific
|
10,065 | 8,822 | 1,243 | 14 | % | |||||||||||
Total
|
$ | 247,339 | $ | 218,496 | $ | 28,843 | 13 | % |
First Quarter
|
2013 vs 2012
|
|||||||||||||||
(In thousands)
|
2013
|
2012
|
$ | % | ||||||||||||
Mat rental and services
|
$ | 14,778 | $ | 16,124 | $ | (1,346 | ) | (8 | %) | |||||||
Mat sales
|
5,806 | 14,409 | (8,603 | ) | (60 | %) | ||||||||||
Total
|
$ | 20,584 | $ | 30,533 | $ | (9,949 | ) | (33 | %) |
First Quarter
|
2013 vs 2012
|
|||||||||||||||
(In thousands)
|
2013
|
2012
|
$ | % | ||||||||||||
E&P waste
|
$ | 11,597 | $ | 11,003 | $ | 594 | 5 | % | ||||||||
NORM and industrial waste
|
2,998 | 2,304 | 694 | 30 | % | |||||||||||
Total
|
$ | 14,595 | $ | 13,307 | $ | 1,288 | 10 | % |
(In thousands)
|
March 31,
2013 |
December 31,
2012 |
||||||
Senior Notes
|
$ | 172,500 | $ | 172,500 | ||||
Revolving credit facility
|
70,000 | 84,000 | ||||||
Other
|
9,297 | 2,931 | ||||||
Total
|
251,797 | 259,431 | ||||||
Stockholder's equity
|
533,807 | 513,578 | ||||||
Total capitalization
|
$ | 785,604 | $ | 773,009 | ||||
Total debt to capitalization
|
32.1 | % | 33.6 | % |
|
(a)
|
Not applicable
|
|
(b)
|
Not applicable
|
|
(c)
|
Not applicable
|
|
31.1
|
Certification of Paul L. Howes pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of Gregg S. Piontek pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of Paul L. Howes pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification of Gregg S. Piontek pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
95.1
|
Reporting requirements under the Mine Safety and Health Administration.
|
*101.INS
|
XBRL Instance Document
|
*101.SCH
|
XBRL Schema Document
|
*101.CAL
|
XBRL Calculation Linkbase Document
|
*101.LAB
|
XBRL Label Linkbase Document
|
*101.PRE
|
XBRL Presentation Linkbase Document
|
*101.DEF
|
XBRL Definition Linkbase Document
|
NEWPARK RESOURCES, INC.
|
|||
|
By:
|
/s/ Paul L. Howes | |
Paul L. Howes, President and
|
|||
Chief Executive Officer
|
|||
(Principal Executive Officer)
|
By:
|
/s/ Gregg S. Piontek | ||
Gregg S. Piontek, Vice President and
|
|||
Chief Financial Officer
|
|||
(Principal Financial and Accounting Officer)
|
|
31.1
|
Certification of Paul L. Howes pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of Gregg S. Piontek pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of Paul L. Howes pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification of Gregg S. Piontek pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
95.1
|
Reporting requirements under the Mine Safety and Health Administration.
|
*101.INS
|
XBRL Instance Document
|
*101.SCH
|
XBRL Schema Document
|
*101.CAL
|
XBRL Calculation Linkbase Document
|
*101.LAB
|
XBRL Label Linkbase Document
|
*101.PRE
|
XBRL Presentation Linkbase Document
|
*101.DEF
|
XBRL Definition Linkbase Document
|
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(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.
|
Date: April 26, 2013
|
/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(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.
|
Date: April 26, 2013
|
/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.
|
Date: April 26, 2013
|
/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.
|
Date: April 26, 2013
|
/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 March 31, 2013 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
|
For the Three Months Ended March 31, 2013 | ||||||||||||
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
(#)
|
(J)
Legal
Actions Initiated During
Period
(#)
|
(K)
Legal Actions Resolved During Period
(#)
|
Houston Plant /41-04449
|
2
|
–
|
–
|
–
|
–
|
$2,860.00
|
–
|
No
|
No
|
–
|
–
|
–
|
Dyersburg Plant / 40-03183
|
−
|
–
|
–
|
–
|
–
|
−
|
–
|
No
|
No
|
–
|
–
|
–
|
Excalibar Minerals (New Iberia Plaint) / 16-01302
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
No
|
No
|
–
|
–
|
–
|
Corpus Christ Plant /
41-04002
|
−
|
–
|
–
|
–
|
–
|
−
|
–
|
No
|
No
|
–
|
–
|
–
|
Collins Gulch Gravel Pit
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
No
|
No
|
–
|
–
|
–
|
Note 5 - Financing Arrangements and Fair Value of Financial Instruments (Detail) (USD $)
|
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Dec. 31, 2012
|
|
Debt Instrument, Face Amount | $ 172,500,000 | |
Line of Credit Facility, Increase, Additional Borrowings | 75,000,000 | |
Line of Credit Facility, Amount Outstanding | 70,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |
Debt Conversion Converted Instrument Shares Issued For Basis Principal (in Shares) | 90.8893 | |
Debt Conversion Principal Amount Of Senior Notes As Basis For Conversion Rate | 1,000 | |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 11.00 | |
Fair Value, Estimate Not Practicable, Senior Debt Obligations | 197,500,000 | 176,000,000 |
Minimum [Member]
|
||
Line of Credit Facility, Maximum Borrowing Capacity | 125,000,000 | |
Maximum [Member]
|
||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000,000 |
Note 3 - Acquisition
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination Disclosure [Text Block] |
Note
3 – Acquisition
In
December 2012, we completed the acquisition of substantially
all assets and operations of Alliance Drilling Fluids, LLC
(“Alliance”), a provider of drilling fluids,
proppant distribution, and related services headquartered in
Midland, Texas. Total cash consideration at
closing was approximately $53 million, which was funded
through borrowings on our revolving credit
facility. The purchase price is subject to further
adjustments, based upon actual working capital
conveyed. Additional consideration up to $4.3
million may be payable based on the profitability of the
proppant distribution business over the two year period
following the acquisition.
The
transaction has been recorded using the acquisition method of
accounting and accordingly, assets acquired and liabilities
assumed were recorded at their fair values as of the
acquisition date. The excess of the total
consideration, including projected additional consideration,
was recorded as goodwill and includes the value of the
assembled workforce. While the initial purchase
price allocation has been completed, the allocation of the
purchase price is subject to change for a period of one year
following the acquisition. The following table
summarizes the amounts recognized for assets acquired and
liabilities assumed as of the December 31, 2012 acquisition
date.
The
other non-current liabilities balance above includes $4.3
million of post-closing payments due to the seller,
reflecting the expected contingent consideration described
above.
|