We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Newpark Resources Inc | NYSE:NR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.16 | 0 | 09:00:00 |
Delaware
|
72-1123385
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
9320 Lakeside Blvd., Suite 100
|
|
The Woodlands, Texas
|
77381
|
(Address of principal executive office
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
New York Stock Exchange
|
Large accelerated filer ___
|
Accelerated filer
√
|
|
|
Non-accelerated filer ___ (Do not check if a smaller reporting company)
|
Smaller Reporting Company ___
|
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|||
|
|
▪
|
difficulties and cost associated with complying with a wide variety of complex foreign laws, treaties and regulations;
|
▪
|
uncertainties in or unexpected changes in regulatory environments or tax laws;
|
▪
|
legal uncertainties, timing delays and expenses associated with tariffs, export licenses and other trade barriers;
|
▪
|
difficulties enforcing agreements and collecting receivables through foreign legal systems;
|
▪
|
risks associated with failing to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, export laws, and other similar laws applicable to our operations in international markets;
|
▪
|
exchange controls or other limitations on international currency movements;
|
▪
|
sanctions imposed by the U.S. government that prevent us from engaging in business in certain countries or with certain counter-parties;
|
▪
|
inability to obtain or preserve certain intellectual property rights in the foreign countries in which we operate;
|
▪
|
our inexperience in certain international markets;
|
▪
|
fluctuations in foreign currency exchange rates;
|
▪
|
political and economic instability; and
|
▪
|
acts of terrorism.
|
▪
|
incorrect assumptions regarding business activity levels or results from our capital investments, acquired operations or assets;
|
▪
|
failure to complete a planned acquisition transaction or to successfully integrate the operations or management of any acquired businesses or assets in a timely manner;
|
▪
|
diversion of management's attention from existing operations or other priorities;
|
▪
|
unanticipated disruptions to our business associated with the implementation of our enterprise-wide operational and financial system; and
|
▪
|
delays in completion and cost overruns associated with large construction projects, including the projects mentioned above.
|
▪
|
self-insured retention limits on each claim, which are our responsibility;
|
▪
|
exclusions for certain types of liabilities and limitations on coverage for damages resulting from pollution;
|
▪
|
coverage limits of the policies, and the risk that claims will exceed policy limits; and
|
▪
|
the financial strength and ability of our insurance carriers to meet their obligations under the policies.
|
Period
|
|
High
|
|
Low
|
||||
2016
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
8.20
|
|
|
$
|
5.80
|
|
Third Quarter
|
|
$
|
7.72
|
|
|
$
|
5.48
|
|
Second Quarter
|
|
$
|
5.89
|
|
|
$
|
3.74
|
|
First Quarter
|
|
$
|
5.47
|
|
|
$
|
3.35
|
|
|
|
|
|
|
||||
2015
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
6.60
|
|
|
$
|
4.83
|
|
Third Quarter
|
|
$
|
8.03
|
|
|
$
|
5.09
|
|
Second Quarter
|
|
$
|
10.61
|
|
|
$
|
7.43
|
|
First Quarter
|
|
$
|
9.85
|
|
|
$
|
8.34
|
|
Period
|
|
Total Number of
Shares Purchased (1) |
|
Average Price
per Share |
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Approximate Dollar Value of Shares and Convertible Notes due 2017 that May Yet be Purchased Under Plans or Programs
|
||||||
October 2016
|
|
303
|
|
|
$
|
7.30
|
|
|
—
|
|
|
$
|
33.5
|
|
November 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
33.5
|
|
December 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
33.5
|
|
|
Total
|
|
303
|
|
|
$
|
7.30
|
|
|
—
|
|
|
|
|
(1)
|
During the three months ended
December 31, 2016
, we purchased an aggregate of
303
shares surrendered in lieu of taxes under vesting of restricted stock awards.
|
|
As of and for the Year Ended December 31,
|
||||||||||||||||||
(In thousands, except share data)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
471,496
|
|
|
$
|
676,865
|
|
|
$
|
1,118,416
|
|
|
$
|
1,042,356
|
|
|
$
|
983,953
|
|
Operating income (loss)
|
(57,213
|
)
|
|
(99,099
|
)
|
|
130,596
|
|
|
94,445
|
|
|
92,275
|
|
|||||
Interest expense, net
|
9,866
|
|
|
9,111
|
|
|
10,431
|
|
|
11,279
|
|
|
9,727
|
|
|||||
Income (loss) from continuing operations
|
(40,712
|
)
|
|
(90,828
|
)
|
|
79,009
|
|
|
52,622
|
|
|
50,453
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
1,152
|
|
|
12,701
|
|
|
9,579
|
|
|||||
Gain from disposal of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
22,117
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
(40,712
|
)
|
|
(90,828
|
)
|
|
102,278
|
|
|
65,323
|
|
|
60,032
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic income (loss) per share from continuing operations
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
|
$
|
0.95
|
|
|
$
|
0.62
|
|
|
$
|
0.58
|
|
Basic net income (loss) per share
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
|
$
|
1.23
|
|
|
$
|
0.77
|
|
|
$
|
0.69
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted income (loss) per share from continuing operations
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
|
$
|
0.84
|
|
|
$
|
0.56
|
|
|
$
|
0.53
|
|
Diluted net income (loss) per share
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
|
$
|
1.07
|
|
|
$
|
0.69
|
|
|
$
|
0.62
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
283,139
|
|
|
$
|
380,950
|
|
|
$
|
440,098
|
|
|
$
|
395,159
|
|
|
$
|
433,728
|
|
Total assets
|
798,183
|
|
|
848,893
|
|
|
1,007,672
|
|
|
954,918
|
|
|
979,750
|
|
|||||
Foreign bank lines of credit
|
—
|
|
|
7,371
|
|
|
11,395
|
|
|
12,809
|
|
|
2,546
|
|
|||||
Other current debt
|
83,368
|
|
|
11
|
|
|
253
|
|
|
58
|
|
|
53
|
|
|||||
Long-term debt, less current portion
|
72,900
|
|
|
171,211
|
|
|
170,462
|
|
|
170,009
|
|
|
253,315
|
|
|||||
Stockholders' equity
|
500,543
|
|
|
520,259
|
|
|
625,458
|
|
|
581,054
|
|
|
513,578
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operations
|
$
|
11,095
|
|
|
$
|
121,517
|
|
|
$
|
89,173
|
|
|
$
|
151,903
|
|
|
$
|
110,245
|
|
Net cash used in investing activities
|
(28,260
|
)
|
|
(84,366
|
)
|
|
(14,002
|
)
|
|
(60,063
|
)
|
|
(96,167
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(650
|
)
|
|
(6,730
|
)
|
|
(49,158
|
)
|
|
(72,528
|
)
|
|
5,853
|
|
•
|
A contract to provide drilling fluids and related services for a series of wells in the deepwater Black Sea. Work under this contract began in 2014 and was completed in early 2016.
|
•
|
A five year contract with Kuwait Oil Company (“Kuwait”) to provide drilling fluids and related services for land operations. Work under this contract began in the second half of 2014.
|
•
|
Lot 1 and Lot 3 of a restricted tender with Sonatrach to provide drilling fluids and related services, which expanded our market share with Sonatrach in Algeria. Work under this three-year contract began in the second quarter of 2015, with activity levels ramping up during the second half of 2015 and early 2016. In
2016
, revenues under this contract represented approximately
14%
of our consolidated revenues.
|
•
|
A contract with ENI S.p.A. for onshore and offshore drilling in the Republic of Congo. The initial term of this contract is three years and includes an extension option for up to an additional two years. Work under this contract began in the fourth quarter of 2015.
|
•
|
A contract with Total S.A. to provide drilling fluids and related services for an exploratory ultra-deepwater well in Block 14 of offshore Uruguay. This project began in March 2016 and was completed in the second quarter of 2016, contributing
$12.3 million
of revenue in 2016.
|
•
|
A two-year contract with Shell Oil in Albania to provide drilling fluids and related services for onshore drilling activity. Work under this contract started late in the second quarter of 2016.
|
•
|
A five-year contract with ENAP in Chile to provide drilling fluids and related services for onshore drilling activity. Work under this contract started late in the fourth quarter of 2016.
|
|
|
Year Ended December 31,
|
|
2016 vs 2015
|
|
2015 vs 2014
|
|||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
Count
|
|
%
|
|
Count
|
|
%
|
|||||||
U.S. Rig Count
|
|
509
|
|
|
978
|
|
|
1,862
|
|
|
(469
|
)
|
|
(48
|
%)
|
|
(884
|
)
|
|
(47
|
%)
|
Canadian Rig Count
|
|
130
|
|
|
192
|
|
|
379
|
|
|
(62
|
)
|
|
(32
|
%)
|
|
(187
|
)
|
|
(49
|
%)
|
Total
|
|
639
|
|
|
1,170
|
|
|
2,241
|
|
|
(531
|
)
|
|
(45
|
%)
|
|
(1,071
|
)
|
|
(48
|
%)
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Fluids systems
|
$
|
4,125
|
|
|
$
|
7,218
|
|
Mats and integrated services
|
285
|
|
|
717
|
|
||
Corporate office
|
162
|
|
|
228
|
|
||
Total employee termination costs
|
$
|
4,572
|
|
|
$
|
8,163
|
|
|
Year Ended December 31,
|
|
2016 vs 2015
|
|||||||||||
(In thousands)
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
471,496
|
|
|
$
|
676,865
|
|
|
$
|
(205,369
|
)
|
|
(30
|
%)
|
Cost of revenues
|
437,836
|
|
|
599,013
|
|
|
(161,177
|
)
|
|
(27
|
%)
|
|||
Selling, general and administrative expenses
|
88,473
|
|
|
101,032
|
|
|
(12,559
|
)
|
|
(12
|
%)
|
|||
Other operating income, net
|
(4,345
|
)
|
|
(2,426
|
)
|
|
(1,919
|
)
|
|
NM
|
|
|||
Impairments and other charges
|
6,745
|
|
|
78,345
|
|
|
(71,600
|
)
|
|
NM
|
|
|||
Operating loss
|
(57,213
|
)
|
|
(99,099
|
)
|
|
41,886
|
|
|
42
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Foreign currency exchange (gain) loss
|
(710
|
)
|
|
4,016
|
|
|
(4,726
|
)
|
|
NM
|
|
|||
Interest expense, net
|
9,866
|
|
|
9,111
|
|
|
755
|
|
|
8
|
%
|
|||
Gain on extinguishment of debt
|
(1,615
|
)
|
|
—
|
|
|
(1,615
|
)
|
|
NM
|
|
|||
Loss from operations before income taxes
|
(64,754
|
)
|
|
(112,226
|
)
|
|
47,472
|
|
|
NM
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Benefit for income taxes
|
(24,042
|
)
|
|
(21,398
|
)
|
|
(2,644
|
)
|
|
(12
|
%)
|
|||
Net loss
|
$
|
(40,712
|
)
|
|
$
|
(90,828
|
)
|
|
$
|
50,116
|
|
|
NM
|
|
|
Year ended December 31,
|
|
2016 vs 2015
|
|||||||||||
(In thousands)
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
$
|
395,461
|
|
|
$
|
581,136
|
|
|
$
|
(185,675
|
)
|
|
(32
|
%)
|
Mats and integrated services
|
76,035
|
|
|
95,729
|
|
|
(19,694
|
)
|
|
(21
|
%)
|
|||
Total revenues
|
$
|
471,496
|
|
|
$
|
676,865
|
|
|
$
|
(205,369
|
)
|
|
(30
|
%)
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
$
|
(43,631
|
)
|
|
$
|
(86,770
|
)
|
|
$
|
43,139
|
|
|
|
|
Mats and integrated services
|
14,741
|
|
|
24,949
|
|
|
(10,208
|
)
|
|
|
|
|||
Corporate office
|
(28,323
|
)
|
|
(37,278
|
)
|
|
8,955
|
|
|
|
|
|||
Operating loss
|
$
|
(57,213
|
)
|
|
$
|
(99,099
|
)
|
|
$
|
41,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Segment operating margin
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
(11.0
|
%)
|
|
(14.9
|
%)
|
|
|
|
|
|
|
|||
Mats and integrated services
|
19.4
|
%
|
|
26.1
|
%
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
2016 vs 2015
|
|||||||||||
(In thousands)
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
United States
|
$
|
149,876
|
|
|
$
|
299,266
|
|
|
$
|
(149,390
|
)
|
|
(50
|
%)
|
Canada
|
33,050
|
|
|
52,673
|
|
|
(19,623
|
)
|
|
(37
|
%)
|
|||
Total North America
|
182,926
|
|
|
351,939
|
|
|
(169,013
|
)
|
|
(48
|
%)
|
|||
Latin America
|
40,736
|
|
|
46,668
|
|
|
(5,932
|
)
|
|
(13
|
%)
|
|||
Total Western Hemisphere
|
223,662
|
|
|
398,607
|
|
|
(174,945
|
)
|
|
(44
|
%)
|
|||
|
|
|
|
|
|
|
|
|||||||
EMEA
|
167,130
|
|
|
164,426
|
|
|
2,704
|
|
|
2
|
%
|
|||
Asia Pacific
|
4,669
|
|
|
18,103
|
|
|
(13,434
|
)
|
|
(74
|
%)
|
|||
Total Eastern Hemisphere
|
171,799
|
|
|
182,529
|
|
|
(10,730
|
)
|
|
(6
|
%)
|
|||
|
|
|
|
|
|
|
|
|||||||
Total Fluids Systems
|
$
|
395,461
|
|
|
$
|
581,136
|
|
|
$
|
(185,675
|
)
|
|
(32
|
%)
|
|
Year ended December 31,
|
|
2016 vs 2015
|
|||||||||||
(In thousands)
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Mat rental and services
|
$
|
58,389
|
|
|
$
|
73,037
|
|
|
$
|
(14,648
|
)
|
|
(20
|
%)
|
Mat sales
|
17,646
|
|
|
22,692
|
|
|
(5,046
|
)
|
|
(22
|
%)
|
|||
Total
|
$
|
76,035
|
|
|
$
|
95,729
|
|
|
$
|
(19,694
|
)
|
|
(21
|
%)
|
|
Year Ended December 31,
|
|
2015 vs 2014
|
|||||||||||
(In thousands)
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
676,865
|
|
|
$
|
1,118,416
|
|
|
$
|
(441,551
|
)
|
|
(39
|
%)
|
Cost of revenues
|
599,013
|
|
|
876,999
|
|
|
(277,986
|
)
|
|
(32
|
%)
|
|||
Selling, general and administrative expenses
|
101,032
|
|
|
112,648
|
|
|
(11,616
|
)
|
|
(10
|
%)
|
|||
Other operating income, net
|
(2,426
|
)
|
|
(1,827
|
)
|
|
(599
|
)
|
|
(33
|
%)
|
|||
Impairments and other charges
|
78,345
|
|
|
—
|
|
|
78,345
|
|
|
NM
|
|
|||
Operating income (loss)
|
(99,099
|
)
|
|
130,596
|
|
|
(229,695
|
)
|
|
(176
|
%)
|
|||
|
|
|
|
|
|
|
|
|||||||
Foreign currency exchange loss
|
4,016
|
|
|
108
|
|
|
3,908
|
|
|
NM
|
|
|||
Interest expense, net
|
9,111
|
|
|
10,431
|
|
|
(1,320
|
)
|
|
(13
|
%)
|
|||
Income (loss) from continuing operations before income taxes
|
(112,226
|
)
|
|
120,057
|
|
|
(232,283
|
)
|
|
(193
|
%)
|
|||
|
|
|
|
|
|
|
|
|||||||
Provision (benefit) for income taxes
|
(21,398
|
)
|
|
41,048
|
|
|
(62,446
|
)
|
|
(152
|
%)
|
|||
Income (loss) from continuing operations
|
(90,828
|
)
|
|
79,009
|
|
|
(169,837
|
)
|
|
(215
|
%)
|
|||
|
|
|
|
|
|
|
|
|||||||
Income from discontinued operations, net of tax
|
—
|
|
|
1,152
|
|
|
(1,152
|
)
|
|
(100
|
%)
|
|||
Gain from disposal of discontinued operations, net of tax
|
—
|
|
|
22,117
|
|
|
(22,117
|
)
|
|
(100
|
%)
|
|||
Net income (loss)
|
$
|
(90,828
|
)
|
|
$
|
102,278
|
|
|
$
|
(193,106
|
)
|
|
(189
|
%)
|
|
Year ended December 31,
|
|
2015 vs 2014
|
|||||||||||
(In thousands)
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Revenues
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
$
|
581,136
|
|
|
$
|
965,049
|
|
|
$
|
(383,913
|
)
|
|
(40
|
%)
|
Mats and integrated services
|
95,729
|
|
|
153,367
|
|
|
(57,638
|
)
|
|
(38
|
%)
|
|||
Total revenues
|
$
|
676,865
|
|
|
$
|
1,118,416
|
|
|
$
|
(441,551
|
)
|
|
(39
|
%)
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
$
|
(86,770
|
)
|
|
$
|
95,600
|
|
|
$
|
(182,370
|
)
|
|
|
|
Mats and integrated services
|
24,949
|
|
|
70,526
|
|
|
(45,577
|
)
|
|
|
|
|||
Corporate office
|
(37,278
|
)
|
|
(35,530
|
)
|
|
(1,748
|
)
|
|
|
|
|||
Operating income (loss)
|
$
|
(99,099
|
)
|
|
$
|
130,596
|
|
|
$
|
(229,695
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Segment operating margin
|
|
|
|
|
|
|
|
|||||||
Fluids systems
|
(14.9
|
%)
|
|
9.9
|
%
|
|
|
|
|
|
|
|||
Mats and integrated services
|
26.1
|
%
|
|
46.0
|
%
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
2015 vs 2014
|
|||||||||||
(In thousands)
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
United States
|
$
|
299,266
|
|
|
$
|
607,411
|
|
|
$
|
(308,145
|
)
|
|
(51
|
%)
|
Canada
|
52,673
|
|
|
79,516
|
|
|
(26,843
|
)
|
|
(34
|
%)
|
|||
Total North America
|
351,939
|
|
|
686,927
|
|
|
(334,988
|
)
|
|
(49
|
%)
|
|||
Latin America
|
46,668
|
|
|
84,555
|
|
|
(37,887
|
)
|
|
(45
|
%)
|
|||
Total Western Hemisphere
|
398,607
|
|
|
771,482
|
|
|
(372,875
|
)
|
|
(48
|
%)
|
|||
|
|
|
|
|
|
|
|
|||||||
EMEA
|
164,426
|
|
|
166,000
|
|
|
(1,574
|
)
|
|
(1
|
%)
|
|||
Asia Pacific
|
18,103
|
|
|
27,567
|
|
|
(9,464
|
)
|
|
(34
|
%)
|
|||
Total Eastern Hemisphere
|
182,529
|
|
|
193,567
|
|
|
(11,038
|
)
|
|
(6
|
%)
|
|||
|
|
|
|
|
|
|
|
|||||||
Total Fluids Systems
|
$
|
581,136
|
|
|
$
|
965,049
|
|
|
$
|
(383,913
|
)
|
|
(40
|
%)
|
|
Year ended December 31,
|
|
2015 vs 2014
|
|||||||||||
(In thousands)
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Mat rental and services
|
$
|
73,037
|
|
|
$
|
125,861
|
|
|
$
|
(52,824
|
)
|
|
(42
|
%)
|
Mat sales
|
22,692
|
|
|
27,506
|
|
|
(4,814
|
)
|
|
(18
|
%)
|
|||
Total
|
$
|
95,729
|
|
|
$
|
153,367
|
|
|
$
|
(57,638
|
)
|
|
(38
|
%)
|
(In thousands)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Convertible Notes due 2017
|
$
|
83,256
|
|
|
$
|
172,497
|
|
Convertible Notes due 2021
|
100,000
|
|
|
—
|
|
||
Revolving credit facility
|
—
|
|
|
—
|
|
||
ABL Facility
|
—
|
|
|
—
|
|
||
Other debt
|
380
|
|
|
7,392
|
|
||
Unamortized discount and debt issuance costs
|
(27,368
|
)
|
|
(1,296
|
)
|
||
Total debt
|
156,268
|
|
|
178,593
|
|
||
|
|
|
|
||||
Stockholder's equity
|
500,543
|
|
|
520,259
|
|
||
Total capitalization
|
$
|
656,811
|
|
|
$
|
698,852
|
|
|
|
|
|
||||
Total debt to capitalization
|
23.8
|
%
|
|
25.6
|
%
|
•
|
during any calendar quarter commencing after the calendar quarter ending on March 31, 2017 (and only during such calendar quarter), if the last reported sale price of our common stock for at least
20
trading days (regardless of whether consecutive) during a period of
30
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130%
of the conversion price of the notes in effect on each applicable trading day;
|
•
|
during the
five
business day period after any
five
consecutive trading day period in which the trading price per
$1,000
principal amount of notes for each trading day was less than
98%
of the last reported sale price of our common stock on such date multiplied by the conversion rate on each such trading day; or
|
•
|
upon the occurrence of specified corporate events, as described in the indenture governing the notes, such as a consolidation, merger, or share exchange.
|
(In thousands)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Convertible Notes due 2017
|
$
|
83,256
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,256
|
|
Other current debt
|
380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
380
|
|
|||||||
Convertible Notes due 2021
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
100,000
|
|
|||||||
Interest on Convertible Notes due 2017 and Convertible Notes due 2021
|
7,286
|
|
|
4,000
|
|
|
4,000
|
|
|
4,000
|
|
|
4,000
|
|
|
—
|
|
|
23,286
|
|
|||||||
Operating leases
|
9,310
|
|
|
6,128
|
|
|
4,724
|
|
|
3,805
|
|
|
3,342
|
|
|
9,780
|
|
|
37,089
|
|
|||||||
Trade accounts payable and accrued liabilities
(1)
|
95,128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95,128
|
|
|||||||
Purchase commitments, not accrued
|
3,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|||||||
Other long-term liabilities
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,196
|
|
|
6,196
|
|
|||||||
Performance bond obligations
|
384
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
384
|
|
|||||||
Letter of credit commitments
|
6,407
|
|
|
8,068
|
|
|
1,290
|
|
|
—
|
|
|
82
|
|
|
1,383
|
|
|
17,230
|
|
|||||||
Total contractual obligations
|
$
|
205,151
|
|
|
$
|
18,196
|
|
|
$
|
10,014
|
|
|
$
|
7,805
|
|
|
$
|
107,424
|
|
|
$
|
17,359
|
|
|
$
|
365,949
|
|
(1)
|
Excludes accrued interest on the Convertible Notes due 2017 and the Convertible Notes due 2021.
|
(2)
|
Table does not allocate by year expected tax payments and uncertain tax positions due to the inability to make reasonably reliable estimates of the timing of future cash settlements with the respective taxing authorities. For additional discussion on uncertain tax positions, see “Note
8
- Income Taxes” in our Consolidated Financial Statements.
|
(In thousands, except share data)
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
87,878
|
|
|
$
|
107,138
|
|
Receivables, net
|
214,307
|
|
|
206,364
|
|
||
Inventories
|
143,612
|
|
|
163,657
|
|
||
Prepaid expenses and other current assets
|
17,143
|
|
|
29,219
|
|
||
Total current assets
|
462,940
|
|
|
506,378
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
303,654
|
|
|
307,632
|
|
||
Goodwill
|
19,995
|
|
|
19,009
|
|
||
Other intangible assets, net
|
6,067
|
|
|
11,051
|
|
||
Deferred tax assets
|
1,747
|
|
|
1,821
|
|
||
Other assets
|
3,780
|
|
|
3,002
|
|
||
Total assets
|
$
|
798,183
|
|
|
$
|
848,893
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current debt
|
$
|
83,368
|
|
|
$
|
7,382
|
|
Accounts payable
|
65,281
|
|
|
72,211
|
|
||
Accrued liabilities
|
31,152
|
|
|
45,835
|
|
||
Total current liabilities
|
179,801
|
|
|
125,428
|
|
||
|
|
|
|
||||
Long-term debt, less current portion
|
72,900
|
|
|
171,211
|
|
||
Deferred tax liabilities
|
38,743
|
|
|
26,368
|
|
||
Other noncurrent liabilities
|
6,196
|
|
|
5,627
|
|
||
Total liabilities
|
297,640
|
|
|
328,634
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
|
|
|
|
||||
Common stock, $0.01 par value, 200,000,000 shares authorized and 99,843,094 and 99,377,391 shares issued, respectively
|
998
|
|
|
994
|
|
||
Paid-in capital
|
558,966
|
|
|
533,746
|
|
||
Accumulated other comprehensive loss
|
(63,208
|
)
|
|
(58,276
|
)
|
||
Retained earnings
|
129,873
|
|
|
171,788
|
|
||
Treasury stock, at cost; 15,162,050 and 15,302,345 shares, respectively
|
(126,086
|
)
|
|
(127,993
|
)
|
||
Total stockholders’ equity
|
500,543
|
|
|
520,259
|
|
||
Total liabilities and stockholders' equity
|
$
|
798,183
|
|
|
$
|
848,893
|
|
(In thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
471,496
|
|
|
$
|
676,865
|
|
|
$
|
1,118,416
|
|
Cost of revenues
|
437,836
|
|
|
599,013
|
|
|
876,999
|
|
|||
Selling, general and administrative expenses
|
88,473
|
|
|
101,032
|
|
|
112,648
|
|
|||
Other operating income, net
|
(4,345
|
)
|
|
(2,426
|
)
|
|
(1,827
|
)
|
|||
Impairments and other charges
|
6,745
|
|
|
78,345
|
|
|
—
|
|
|||
Operating income (loss)
|
(57,213
|
)
|
|
(99,099
|
)
|
|
130,596
|
|
|||
|
|
|
|
|
|
||||||
Foreign currency exchange (gain) loss
|
(710
|
)
|
|
4,016
|
|
|
108
|
|
|||
Interest expense, net
|
9,866
|
|
|
9,111
|
|
|
10,431
|
|
|||
Gain on extinguishment of debt
|
(1,615
|
)
|
|
—
|
|
|
—
|
|
|||
Income (loss) from continuing operations before income taxes
|
(64,754
|
)
|
|
(112,226
|
)
|
|
120,057
|
|
|||
|
|
|
|
|
|
||||||
Provision (benefit) for income taxes
|
(24,042
|
)
|
|
(21,398
|
)
|
|
41,048
|
|
|||
Income (loss) from continuing operations
|
(40,712
|
)
|
|
(90,828
|
)
|
|
79,009
|
|
|||
|
|
|
|
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
1,152
|
|
|||
Gain from disposal of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
22,117
|
|
|||
Net income (loss)
|
$
|
(40,712
|
)
|
|
$
|
(90,828
|
)
|
|
$
|
102,278
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Income (loss) per common share - basic:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
|
$
|
0.95
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
0.28
|
|
|||
Net income (loss)
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
|
$
|
1.23
|
|
|
|
|
|
|
|
||||||
Income (loss) per common share - diluted:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
|
$
|
0.84
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
0.23
|
|
|||
Net income (loss)
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
|
$
|
1.07
|
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(40,712
|
)
|
|
$
|
(90,828
|
)
|
|
$
|
102,278
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(4,932
|
)
|
|
(26,284
|
)
|
|
(22,508
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income (loss)
|
$
|
(45,644
|
)
|
|
$
|
(117,112
|
)
|
|
$
|
79,770
|
|
(In thousands)
|
Common
Stock |
|
Paid-In
Capital |
|
Accumulated
Other Comprehensive Loss |
|
Retained
Earnings |
|
Treasury
Stock |
|
Total
|
||||||||||||
Balance at January 1, 2014
|
$
|
980
|
|
|
$
|
504,675
|
|
|
$
|
(9,484
|
)
|
|
$
|
160,338
|
|
|
$
|
(75,455
|
)
|
|
$
|
581,054
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
102,278
|
|
|
—
|
|
|
102,278
|
|
||||||
Employee stock options, restricted stock and employee stock purchase plan
|
12
|
|
|
2,970
|
|
|
—
|
|
|
—
|
|
|
(1,335
|
)
|
|
1,647
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
12,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,411
|
|
||||||
Income tax effect, net, of employee stock related activity
|
—
|
|
|
1,172
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,172
|
|
||||||
Treasury shares purchased at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,596
|
)
|
|
(50,596
|
)
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(22,508
|
)
|
|
—
|
|
|
—
|
|
|
(22,508
|
)
|
||||||
Balance at December 31, 2014
|
992
|
|
|
521,228
|
|
|
(31,992
|
)
|
|
262,616
|
|
|
(127,386
|
)
|
|
625,458
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,828
|
)
|
|
—
|
|
|
(90,828
|
)
|
||||||
Employee stock options, restricted stock and employee stock purchase plan
|
2
|
|
|
(402
|
)
|
|
—
|
|
|
—
|
|
|
(607
|
)
|
|
(1,007
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
14,202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,202
|
|
||||||
Income tax effect, net, of employee stock related activity
|
—
|
|
|
(412
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(412
|
)
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(26,284
|
)
|
|
—
|
|
|
—
|
|
|
(26,284
|
)
|
||||||
Other
|
—
|
|
|
(870
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(870
|
)
|
||||||
Balance at December 31, 2015
|
994
|
|
|
533,746
|
|
|
(58,276
|
)
|
|
171,788
|
|
|
(127,993
|
)
|
|
520,259
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,712
|
)
|
|
—
|
|
|
(40,712
|
)
|
||||||
Employee stock options, restricted stock and employee stock purchase plan
|
4
|
|
|
(478
|
)
|
|
—
|
|
|
(1,203
|
)
|
|
1,907
|
|
|
230
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
12,056
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,056
|
|
||||||
Income tax effect, net, of employee stock related activity
|
—
|
|
|
(1,558
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,558
|
)
|
||||||
Issuance of Convertible Notes due 2021
|
—
|
|
|
15,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,200
|
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(4,932
|
)
|
|
—
|
|
|
—
|
|
|
(4,932
|
)
|
||||||
Balance at December 31, 2016
|
$
|
998
|
|
|
$
|
558,966
|
|
|
$
|
(63,208
|
)
|
|
$
|
129,873
|
|
|
$
|
(126,086
|
)
|
|
$
|
500,543
|
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(40,712
|
)
|
|
$
|
(90,828
|
)
|
|
$
|
102,278
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
|
|
||||||
Impairments and other non-cash charges
|
12,523
|
|
|
75,508
|
|
|
—
|
|
|||
Depreciation and amortization
|
37,955
|
|
|
43,917
|
|
|
42,030
|
|
|||
Stock-based compensation expense
|
12,056
|
|
|
14,202
|
|
|
12,304
|
|
|||
Provision for deferred income taxes
|
3,352
|
|
|
(503
|
)
|
|
(2,328
|
)
|
|||
Net provision for doubtful accounts
|
2,416
|
|
|
1,886
|
|
|
1,252
|
|
|||
Gain on sale of a business
|
—
|
|
|
—
|
|
|
(33,974
|
)
|
|||
Gain on sale of assets
|
(2,820
|
)
|
|
(1,364
|
)
|
|
(1,369
|
)
|
|||
Gain on extinguishment of debt
|
(1,615
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
(204
|
)
|
|
(1,278
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
(1,699
|
)
|
|
122,399
|
|
|
(53,494
|
)
|
|||
(Increase) decrease in inventories
|
16,044
|
|
|
21,309
|
|
|
(14,136
|
)
|
|||
(Increase) decrease in other assets
|
2,639
|
|
|
1,191
|
|
|
(546
|
)
|
|||
Increase (decrease) in accounts payable
|
(5,213
|
)
|
|
(31,974
|
)
|
|
23,606
|
|
|||
Increase (decrease) in accrued liabilities and other
|
(23,831
|
)
|
|
(34,022
|
)
|
|
14,828
|
|
|||
Net cash provided by operating activities
|
11,095
|
|
|
121,517
|
|
|
89,173
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(38,440
|
)
|
|
(69,404
|
)
|
|
(106,973
|
)
|
|||
Decrease (increase) in restricted cash
|
10,060
|
|
|
(17,485
|
)
|
|
—
|
|
|||
Proceeds from sale of property, plant and equipment
|
4,540
|
|
|
2,523
|
|
|
3,205
|
|
|||
Proceeds from sale of a business
|
—
|
|
|
—
|
|
|
89,766
|
|
|||
Business acquisitions, net of cash acquired
|
(4,420
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(28,260
|
)
|
|
(84,366
|
)
|
|
(14,002
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings on lines of credit
|
6,437
|
|
|
11,036
|
|
|
62,164
|
|
|||
Payments on lines of credit
|
(14,269
|
)
|
|
(12,544
|
)
|
|
(62,445
|
)
|
|||
Proceeds from Convertible Notes due 2021
|
100,000
|
|
|
—
|
|
|
—
|
|
|||
Purchases of Convertible Notes due 2017
|
(87,271
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(5,403
|
)
|
|
(2,023
|
)
|
|
—
|
|
|||
Other financing activities
|
357
|
|
|
(1,673
|
)
|
|
(467
|
)
|
|||
Proceeds from employee stock plans
|
725
|
|
|
553
|
|
|
3,442
|
|
|||
Purchases of treasury stock
|
(1,226
|
)
|
|
(2,283
|
)
|
|
(53,130
|
)
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
204
|
|
|
1,278
|
|
|||
Net cash used in financing activities
|
(650
|
)
|
|
(6,730
|
)
|
|
(49,158
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
(1,445
|
)
|
|
(8,335
|
)
|
|
(6,801
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decease) in cash and cash equivalents
|
(19,260
|
)
|
|
22,086
|
|
|
19,212
|
|
|||
Cash and cash equivalents at beginning of year
|
107,138
|
|
|
85,052
|
|
|
65,840
|
|
|||
Cash and cash equivalents at end of year
|
$
|
87,878
|
|
|
$
|
107,138
|
|
|
$
|
85,052
|
|
|
|
|
|
|
|
||||||
Cash paid (received) for:
|
|
|
|
|
|
||||||
Income taxes (net of refunds)
|
$
|
(20,709
|
)
|
|
$
|
10,866
|
|
|
$
|
56,568
|
|
Interest
|
$
|
8,802
|
|
|
$
|
8,464
|
|
|
$
|
9,865
|
|
Computer hardware and office equipment
|
|
3-5 years
|
Computer software
|
|
3-10 years
|
Autos & light trucks
|
|
5-7 years
|
Furniture, fixtures & trailers
|
|
7-10 years
|
Composite mats (rental fleet)
|
|
10-12 years
|
Machinery and heavy equipment
|
|
5-15 years
|
Owned buildings
|
|
20-39 years
|
Leasehold improvements
|
Lease term, including reasonably assured renewal periods
|
•
|
Level 1: The use of quoted prices in active markets for identical financial instruments.
|
•
|
Level 2: The use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or other inputs that are observable in the market or can be corroborated by observable market data.
|
•
|
Level 3: The use of significantly unobservable inputs that typically require the use of management's estimates of assumptions that market participants would use in pricing.
|
(In thousands)
|
2016
|
|
2015
|
||||
Raw materials:
|
|
|
|
||||
Drilling fluids
|
$
|
115,399
|
|
|
$
|
133,934
|
|
Mats
|
1,137
|
|
|
657
|
|
||
Total raw materials
|
116,536
|
|
|
134,591
|
|
||
Blended drilling fluids components
|
23,762
|
|
|
25,343
|
|
||
Finished goods - mats
|
3,314
|
|
|
3,723
|
|
||
Total inventories
|
$
|
143,612
|
|
|
$
|
163,657
|
|
(In thousands)
|
2016
|
|
2015
|
||||
Land
|
$
|
11,505
|
|
|
$
|
11,613
|
|
Buildings and improvements
|
121,967
|
|
|
122,514
|
|
||
Machinery and equipment
|
248,229
|
|
|
224,974
|
|
||
Computer hardware and software
|
30,544
|
|
|
29,688
|
|
||
Furniture and fixtures
|
5,829
|
|
|
5,788
|
|
||
Construction in progress
|
19,417
|
|
|
20,950
|
|
||
|
437,491
|
|
|
415,527
|
|
||
Less accumulated depreciation
|
(186,700
|
)
|
|
(164,818
|
)
|
||
|
250,791
|
|
|
250,709
|
|
||
|
|
|
|
||||
Composite mats (rental fleet)
|
100,543
|
|
|
100,341
|
|
||
Less accumulated depreciation - composite mats
|
(47,680
|
)
|
|
(43,418
|
)
|
||
|
52,863
|
|
|
56,923
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
$
|
303,654
|
|
|
$
|
307,632
|
|
(In thousands)
|
Fluids
Systems |
|
Mats and
Integrated Services |
|
Total
|
||||||
Balance at December 31, 2014
|
$
|
72,684
|
|
|
$
|
19,209
|
|
|
$
|
91,893
|
|
Impairment
|
(70,720
|
)
|
|
—
|
|
|
(70,720
|
)
|
|||
Effects of foreign currency
|
(1,964
|
)
|
|
(200
|
)
|
|
(2,164
|
)
|
|||
Balance at December 31, 2015
|
—
|
|
|
19,009
|
|
|
19,009
|
|
|||
Acquisition
|
1,720
|
|
|
—
|
|
|
1,720
|
|
|||
Effects of foreign currency
|
(54
|
)
|
|
(680
|
)
|
|
(734
|
)
|
|||
Balance at December 31, 2016
|
1,666
|
|
|
18,329
|
|
|
19,995
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(In thousands)
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Other
intangible assets, net |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Other
intangible assets, net |
||||||||||||
Technology related
|
$
|
5,766
|
|
|
$
|
(3,873
|
)
|
|
$
|
1,893
|
|
|
$
|
5,077
|
|
|
$
|
(3,600
|
)
|
|
$
|
1,477
|
|
Customer related
|
25,158
|
|
|
(21,962
|
)
|
|
3,196
|
|
|
28,069
|
|
|
(19,638
|
)
|
|
8,431
|
|
||||||
Employment related
|
1,848
|
|
|
(1,346
|
)
|
|
502
|
|
|
1,625
|
|
|
(975
|
)
|
|
650
|
|
||||||
Total amortizing intangible assets
|
32,772
|
|
|
(27,181
|
)
|
|
5,591
|
|
|
34,771
|
|
|
(24,213
|
)
|
|
10,558
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Permits and licenses
|
476
|
|
|
—
|
|
|
476
|
|
|
493
|
|
|
—
|
|
|
493
|
|
||||||
Total indefinite-lived intangible assets
|
476
|
|
|
—
|
|
|
476
|
|
|
493
|
|
|
—
|
|
|
493
|
|
||||||
Total intangible assets
|
$
|
33,248
|
|
|
$
|
(27,181
|
)
|
|
$
|
6,067
|
|
|
$
|
35,264
|
|
|
$
|
(24,213
|
)
|
|
$
|
11,051
|
|
(In thousands)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Technology related
|
$
|
339
|
|
|
$
|
339
|
|
|
$
|
339
|
|
|
$
|
310
|
|
|
$
|
259
|
|
|
$
|
307
|
|
|
$
|
1,893
|
|
Customer related
|
1,632
|
|
|
584
|
|
|
419
|
|
|
313
|
|
|
184
|
|
|
64
|
|
|
3,196
|
|
|||||||
Employment related
|
437
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
502
|
|
|||||||
Total future amortization expense
|
$
|
2,408
|
|
|
$
|
988
|
|
|
$
|
758
|
|
|
$
|
623
|
|
|
$
|
443
|
|
|
$
|
371
|
|
|
$
|
5,591
|
|
(In thousands)
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Principal Amount
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Total Debt
|
|
Principal Amount
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Total Debt
|
||||||||||||
Convertible Notes due 2017
|
$
|
83,256
|
|
|
$
|
(268
|
)
|
|
$
|
82,988
|
|
|
$
|
172,497
|
|
|
$
|
(1,296
|
)
|
|
$
|
171,201
|
|
Convertible Notes due 2021
|
100,000
|
|
|
(27,100
|
)
|
|
72,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Revolving credit facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
ABL Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other debt
|
380
|
|
|
—
|
|
|
380
|
|
|
7,392
|
|
|
—
|
|
|
7,392
|
|
||||||
Total debt
|
183,636
|
|
|
(27,368
|
)
|
|
156,268
|
|
|
179,889
|
|
|
(1,296
|
)
|
|
178,593
|
|
||||||
Less: current portion
|
(83,636
|
)
|
|
268
|
|
|
(83,368
|
)
|
|
(7,382
|
)
|
|
—
|
|
|
(7,382
|
)
|
||||||
Long-term debt
|
$
|
100,000
|
|
|
$
|
(27,100
|
)
|
|
$
|
72,900
|
|
|
$
|
172,507
|
|
|
$
|
(1,296
|
)
|
|
$
|
171,211
|
|
•
|
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)
|
2016
|
|
2015
|
||||
Gross trade receivables
|
$
|
162,569
|
|
|
$
|
159,119
|
|
Allowance for doubtful accounts
|
(8,849
|
)
|
|
(7,189
|
)
|
||
Net trade receivables
|
153,720
|
|
|
151,930
|
|
||
Income tax receivables
|
39,944
|
|
|
32,600
|
|
||
Other receivables
|
20,643
|
|
|
21,834
|
|
||
Total receivables, net
|
$
|
214,307
|
|
|
$
|
206,364
|
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
$
|
7,189
|
|
|
$
|
5,458
|
|
|
$
|
4,142
|
|
Provision for uncollectible accounts
|
2,416
|
|
|
1,886
|
|
|
1,246
|
|
|||
Write-offs, net of recoveries
|
(756
|
)
|
|
(155
|
)
|
|
70
|
|
|||
Balance at end of year
|
$
|
8,849
|
|
|
$
|
7,189
|
|
|
$
|
5,458
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
(37,854
|
)
|
|
$
|
(32,272
|
)
|
|
$
|
17,086
|
|
State
|
20
|
|
|
(34
|
)
|
|
2,170
|
|
|||
Foreign
|
10,440
|
|
|
11,411
|
|
|
9,925
|
|
|||
Total current
|
(27,394
|
)
|
|
(20,895
|
)
|
|
29,181
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
2,670
|
|
|
(2,624
|
)
|
|
12,237
|
|
|||
State
|
(181
|
)
|
|
179
|
|
|
(174
|
)
|
|||
Foreign
|
863
|
|
|
1,942
|
|
|
(196
|
)
|
|||
Total deferred
|
3,352
|
|
|
(503
|
)
|
|
11,867
|
|
|||
Total income tax expense (benefit)
|
$
|
(24,042
|
)
|
|
$
|
(21,398
|
)
|
|
$
|
41,048
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Income (loss) from continuing operations
|
$
|
(24,042
|
)
|
|
$
|
(21,398
|
)
|
|
$
|
41,048
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
12,475
|
|
|||
Total provision (benefit)
|
$
|
(24,042
|
)
|
|
$
|
(21,398
|
)
|
|
$
|
53,523
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
U.S.
|
$
|
(76,805
|
)
|
|
$
|
(122,082
|
)
|
|
$
|
88,964
|
|
Foreign
|
12,051
|
|
|
9,856
|
|
|
31,093
|
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
(64,754
|
)
|
|
$
|
(112,226
|
)
|
|
$
|
120,057
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Income tax expense (benefit) at federal statutory rate
|
(35.0
|
%)
|
|
(35.0
|
%)
|
|
35.0
|
%
|
Nondeductible expenses
|
2.8
|
%
|
|
2.8
|
%
|
|
2.9
|
%
|
Worthless stock deduction - Brazil
|
(14.4
|
%)
|
|
—
|
%
|
|
—
|
%
|
Goodwill and other asset impairments
|
3.5
|
%
|
|
15.7
|
%
|
|
—
|
%
|
Manufacturing deduction
|
0.8
|
%
|
|
1.8
|
%
|
|
(1.9
|
%)
|
Different rates on earnings of foreign operations
|
(1.2
|
%)
|
|
(3.6
|
%)
|
|
(4.3
|
%)
|
Change in valuation allowance
|
6.9
|
%
|
|
2.8
|
%
|
|
2.1
|
%
|
Uncertain tax positions
|
—
|
%
|
|
(2.2
|
%)
|
|
0.6
|
%
|
State tax expense (benefit), net
|
(2.5
|
%)
|
|
(1.5
|
%)
|
|
1.0
|
%
|
Other items, net
|
2.0
|
%
|
|
0.1
|
%
|
|
(1.2
|
%)
|
Total income tax expense (benefit)
|
(37.1
|
%)
|
|
(19.1
|
%)
|
|
34.2
|
%
|
(In thousands)
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
18,771
|
|
|
$
|
14,800
|
|
Capitalized inventory costs
|
12,378
|
|
|
6,717
|
|
||
Stock based compensation
|
6,955
|
|
|
6,460
|
|
||
Accruals not currently deductible
|
4,883
|
|
|
6,157
|
|
||
Unrealized foreign exchange losses, net
|
3,087
|
|
|
3,013
|
|
||
Foreign tax credits
|
3,269
|
|
|
2,558
|
|
||
Other
|
1,871
|
|
|
599
|
|
||
Total deferred tax assets
|
51,214
|
|
|
40,304
|
|
||
Valuation allowance
|
(21,847
|
)
|
|
(16,780
|
)
|
||
Total deferred tax assets, net of allowances
|
29,367
|
|
|
23,524
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Accelerated depreciation and amortization
|
(43,225
|
)
|
|
(38,034
|
)
|
||
Original issue discount on Convertible Notes due 2021
|
(8,553
|
)
|
|
—
|
|
||
Tax on unremitted earnings
|
(8,555
|
)
|
|
(7,181
|
)
|
||
Other
|
(6,030
|
)
|
|
(2,856
|
)
|
||
Total deferred tax liabilities
|
(66,363
|
)
|
|
(48,071
|
)
|
||
Total net deferred tax liabilities
|
$
|
(36,996
|
)
|
|
$
|
(24,547
|
)
|
|
|
|
|
||||
Non-current deferred tax assets
|
$
|
1,747
|
|
|
$
|
1,821
|
|
Non-current deferred tax liabilities
|
(38,743
|
)
|
|
(26,368
|
)
|
||
Net deferred tax liabilities
|
$
|
(36,996
|
)
|
|
$
|
(24,547
|
)
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1
|
$
|
419
|
|
|
$
|
3,786
|
|
|
$
|
2,175
|
|
Additions (reductions) for tax positions of prior years
|
477
|
|
|
(95
|
)
|
|
1,604
|
|
|||
Additions (reductions) for tax positions of current year
|
—
|
|
|
—
|
|
|
7
|
|
|||
Reductions for settlements with tax authorities
|
—
|
|
|
(575
|
)
|
|
—
|
|
|||
Reductions for lapse of statute of limitations
|
(231
|
)
|
|
(2,697
|
)
|
|
—
|
|
|||
Balance at December 31
|
$
|
665
|
|
|
$
|
419
|
|
|
$
|
3,786
|
|
(In thousands of shares)
|
2016
|
|
2015
|
|
2014
|
|||
Outstanding, beginning of year
|
99,377
|
|
|
99,204
|
|
|
98,031
|
|
Shares issued for exercise of options
|
125
|
|
|
104
|
|
|
540
|
|
Shares issued for time vested restricted stock (net of forfeitures)
|
341
|
|
|
69
|
|
|
633
|
|
Outstanding, end of year
|
99,843
|
|
|
99,377
|
|
|
99,204
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator
|
|
|
|
|
|
||||||
Basic - income (loss) from continuing operations
|
$
|
(40,712
|
)
|
|
$
|
(90,828
|
)
|
|
$
|
79,009
|
|
Assumed conversions of Convertible Notes due 2017
|
—
|
|
|
—
|
|
|
5,091
|
|
|||
Diluted - adjusted income (loss) from continuing operations
|
$
|
(40,712
|
)
|
|
$
|
(90,828
|
)
|
|
$
|
84,100
|
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
||||||
Basic - weighted average common shares outstanding
|
83,697
|
|
|
82,722
|
|
|
82,999
|
|
|||
Dilutive effect of stock options and restricted stock awards
|
—
|
|
|
—
|
|
|
1,733
|
|
|||
Dilutive effect of the Convertible Notes due 2017
|
—
|
|
|
—
|
|
|
15,682
|
|
|||
Dilutive effect of Convertible Notes due 2021
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted - weighted average common shares outstanding
|
83,697
|
|
|
82,722
|
|
|
100,414
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations per common share
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
|
$
|
0.95
|
|
Diluted
|
$
|
(0.49
|
)
|
|
$
|
(1.10
|
)
|
|
$
|
0.84
|
|
|
Year Ended December 31,
|
|||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
|||
Stock options and restricted stock-based awards
|
7,482
|
|
|
3,884
|
|
|
788
|
|
Convertible Notes due 2017
|
14,295
|
|
|
15,682
|
|
|
—
|
|
Convertible Notes due 2021
|
—
|
|
|
—
|
|
|
—
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
1.38
|
%
|
|
1.57
|
%
|
|
1.53
|
%
|
Expected life of the option in years
|
5.22
|
|
|
5.22
|
|
|
5.22
|
|
Expected volatility
|
50.5
|
%
|
|
47.3
|
%
|
|
48.6
|
%
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted-average exercise price of the stock on the date of grant
|
$
|
4.32
|
|
|
$
|
9.00
|
|
|
$
|
11.20
|
|
Weighted-average grant date fair value on the date of grant
|
$
|
1.97
|
|
|
$
|
3.91
|
|
|
$
|
4.97
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Number of performance-based restricted stock units issued, at target
|
230,790
|
|
|
136,881
|
|
|
110,497
|
|
|||
Range of payout of shares for each executive
|
0% - 150%
|
|
|
0% - 150%
|
|
|
0% - 150%
|
|
|||
Performance period begin date
|
June 1, 2016
|
|
|
June 1, 2015
|
|
|
June 1, 2014
|
|
|||
Performance period end date
|
May 31, 2019
|
|
|
May 31, 2018
|
|
|
May 31, 2017
|
|
|||
Estimated fair value at date of grant
|
$
|
5.18
|
|
|
$
|
10.06
|
|
|
$
|
12.55
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Risk-free interest rate
|
0.95
|
%
|
|
1.02
|
%
|
|
0.81
|
%
|
|||
Average closing price
(1)
|
$
|
4.69
|
|
|
$
|
8.96
|
|
|
$
|
11.28
|
|
Expected volatility
|
46.9
|
%
|
|
38.4
|
%
|
|
44.5
|
%
|
|||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
(1)
|
Average closing price of our shares over the 30-calendar days ending May 16, 2016, May 19, 2015 and May 16, 2014, respectively.
|
Nonvested Performance-Based Restricted Stock Units
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|||
Outstanding at beginning of period
|
335,329
|
|
|
$
|
11.69
|
|
Granted
|
230,790
|
|
|
5.18
|
|
|
Vested
|
(58,072
|
)
|
|
13.11
|
|
|
Forfeited
|
(60,863
|
)
|
|
12.51
|
|
|
Outstanding at the end of period
|
447,184
|
|
|
$
|
8.06
|
|
Nonvested Restricted Stock Awards (Time-Vesting)
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|||
Nonvested at January 1, 2016
|
881,345
|
|
|
$
|
11.00
|
|
Granted
|
262,961
|
|
|
4.50
|
|
|
Vested
|
(449,342
|
)
|
|
10.50
|
|
|
Forfeited
|
(99,429
|
)
|
|
11.30
|
|
|
Nonvested at December 31, 2016
|
595,535
|
|
|
$
|
8.45
|
|
Nonvested Restricted Stock Units (Time-Vesting)
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|||
Nonvested at January 1, 2016
|
1,133,543
|
|
|
$
|
9.11
|
|
Granted
|
1,534,994
|
|
|
4.36
|
|
|
Vested
|
(332,043
|
)
|
|
9.30
|
|
|
Forfeited
|
(153,465
|
)
|
|
8.04
|
|
|
Nonvested at December 31, 2016
|
2,183,029
|
|
|
$
|
5.82
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||||
Fluids systems
|
$
|
395,461
|
|
|
$
|
581,136
|
|
|
$
|
965,049
|
|
Mats and integrated services
|
76,035
|
|
|
95,729
|
|
|
153,367
|
|
|||
Total revenues
|
$
|
471,496
|
|
|
$
|
676,865
|
|
|
$
|
1,118,416
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
Fluids systems
|
$
|
20,746
|
|
|
$
|
22,108
|
|
|
$
|
22,934
|
|
Mats and integrated Services
|
14,227
|
|
|
18,869
|
|
|
15,507
|
|
|||
Corporate office
|
2,982
|
|
|
2,940
|
|
|
2,734
|
|
|||
Total depreciation and amortization
|
$
|
37,955
|
|
|
$
|
43,917
|
|
|
$
|
41,175
|
|
|
|
|
|
|
|
||||||
Operating income (loss)
|
|
|
|
|
|
||||||
Fluids systems
|
$
|
(43,631
|
)
|
|
$
|
(86,770
|
)
|
|
$
|
95,600
|
|
Mats and integrated services
|
14,741
|
|
|
24,949
|
|
|
70,526
|
|
|||
Corporate office
|
(28,323
|
)
|
|
(37,278
|
)
|
|
(35,530
|
)
|
|||
Operating income (loss)
|
$
|
(57,213
|
)
|
|
$
|
(99,099
|
)
|
|
$
|
130,596
|
|
|
|
|
|
|
|
||||||
Segment Assets
|
|
|
|
|
|
||||||
Fluids Systems
|
$
|
522,488
|
|
|
$
|
549,827
|
|
|
$
|
778,148
|
|
Mats and Integrated Services
|
164,515
|
|
|
172,415
|
|
|
175,318
|
|
|||
Corporate
|
111,180
|
|
|
126,651
|
|
|
54,206
|
|
|||
Total Assets
|
$
|
798,183
|
|
|
$
|
848,893
|
|
|
$
|
1,007,672
|
|
|
|
|
|
|
|
||||||
Capital Expenditures
|
|
|
|
|
|
||||||
Fluids Systems
|
$
|
32,310
|
|
|
$
|
40,533
|
|
|
$
|
36,626
|
|
Mats and Integrated Services
|
4,637
|
|
|
27,456
|
|
|
64,101
|
|
|||
Corporate
|
1,493
|
|
|
1,415
|
|
|
5,215
|
|
|||
Total Capital Expenditures
|
$
|
38,440
|
|
|
$
|
69,404
|
|
|
$
|
105,942
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Cost of revenues
|
$
|
3,647
|
|
|
$
|
5,664
|
|
Selling, general and administrative expenses
|
925
|
|
|
2,499
|
|
||
Total employee termination costs
|
$
|
4,572
|
|
|
$
|
8,163
|
|
|
|
|
|
||||
Fluids systems
|
$
|
4,125
|
|
|
$
|
7,218
|
|
Mats and integrated services
|
285
|
|
|
717
|
|
||
Corporate office
|
162
|
|
|
228
|
|
||
Total employee termination costs
|
$
|
4,572
|
|
|
$
|
8,163
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Revenue
|
|
|
|
|
|
||||||
United States
|
$
|
214,026
|
|
|
$
|
384,147
|
|
|
$
|
748,845
|
|
Canada
|
34,176
|
|
|
52,851
|
|
|
79,516
|
|
|||
Algeria
|
80,936
|
|
|
65,272
|
|
|
58,417
|
|
|||
All Other EMEA
|
96,654
|
|
|
109,252
|
|
|
118,827
|
|
|||
Latin America
|
41,035
|
|
|
47,240
|
|
|
85,244
|
|
|||
Asia Pacific
|
4,669
|
|
|
18,103
|
|
|
27,567
|
|
|||
Total Revenue
|
$
|
471,496
|
|
|
$
|
676,865
|
|
|
$
|
1,118,416
|
|
|
|
|
|
|
|
||||||
Long-Lived Assets
|
|
|
|
|
|
||||||
United States
|
$
|
274,746
|
|
|
$
|
275,109
|
|
|
$
|
294,762
|
|
Canada
|
3,922
|
|
|
552
|
|
|
10,044
|
|
|||
EMEA
|
48,047
|
|
|
50,759
|
|
|
55,560
|
|
|||
Latin America
|
4,842
|
|
|
4,543
|
|
|
6,635
|
|
|||
Asia Pacific
|
1,939
|
|
|
9,731
|
|
|
25,991
|
|
|||
Total Long-Lived Assets
|
$
|
333,496
|
|
|
$
|
340,694
|
|
|
$
|
392,992
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Goodwill and other intangible asset impairments
|
$
|
3,104
|
|
|
$
|
70,720
|
|
Property, plant and equipment impairments
|
4,286
|
|
|
2,625
|
|
||
Inventory write-downs
|
4,075
|
|
|
2,163
|
|
||
Write-off of debt issuance costs on termination of Credit Agreement
|
1,058
|
|
|
—
|
|
||
Impairments and other non-cash charges in the Consolidated Statements of Cash Flows
|
$
|
12,523
|
|
|
$
|
75,508
|
|
(In thousands)
|
2014
|
||
Revenues
|
$
|
11,744
|
|
Income from discontinued operations before income taxes
|
1,770
|
|
|
Income from discontinued operations, net of tax
|
1,152
|
|
|
Gain from disposal of discontinued operations before income taxes
|
33,974
|
|
|
Gain from disposal of discontinued operations, net of tax
|
22,117
|
|
(In thousands, except per share amounts)
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Fiscal Year 2016
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
114,544
|
|
|
$
|
115,315
|
|
|
$
|
104,554
|
|
|
$
|
137,083
|
|
Operating loss
|
(18,825
|
)
|
|
(15,135
|
)
|
|
(15,055
|
)
|
|
(8,198
|
)
|
||||
Net loss
|
(13,300
|
)
|
|
(13,904
|
)
|
|
(13,451
|
)
|
|
(57
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.16
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
Diluted
|
$
|
(0.16
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year 2015
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
208,464
|
|
|
$
|
163,644
|
|
|
$
|
154,170
|
|
|
$
|
150,587
|
|
Operating income (loss)
|
6,128
|
|
|
(1,682
|
)
|
|
(9,263
|
)
|
|
(94,282
|
)
|
||||
Net income (loss)
|
993
|
|
|
(4,254
|
)
|
|
(4,471
|
)
|
|
(83,096
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.01
|
|
|
$
|
(0.05
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(1.00
|
)
|
Diluted
|
$
|
0.01
|
|
|
$
|
(0.05
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(1.00
|
)
|
|
Page in this
Form 10-K
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
Consolidated Statements of Stockholders’ Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
NEWPARK RESOURCES, INC.
|
|
|
||
|
By:
|
/s/ Paul L. Howes
|
|
|
Paul L. Howes
|
|
|
President and Chief Executive Officer
|
Signatures
|
|
Title
|
Date
|
|
|
|
|
/s/ Paul L. Howes
|
|
President, Chief Executive Officer and Director
|
February 24, 2017
|
Paul L. Howes
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Gregg S. Piontek
|
|
Vice President and Chief Financial Officer
|
February 24, 2017
|
Gregg S. Piontek
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Douglas L. White
|
|
Corporate Controller and Chief Accounting Officer
|
February 24, 2017
|
Douglas L. White
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ David C. Anderson
|
|
Chairman of the Board
|
February 24, 2017
|
David C. Anderson
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Anthony J. Best
|
|
Director, Member of the Audit Committee
|
February 24, 2017
|
Anthony J. Best
|
|
|
|
|
|
|
|
|
|
|
|
/s/ G. Stephen Finley
|
|
Director, Member of the Audit Committee
|
February 24, 2017
|
G. Stephen Finley
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Roderick A. Larson
|
|
Director, Member of the Audit Committee
|
February 24, 2017
|
Roderick A. Larson
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James W. McFarland
|
|
Director, Member of the Audit Committee
|
February 24, 2017
|
James W. McFarland
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gary L. Warren
|
|
Director, Member of the Audit Committee
|
February 24, 2017
|
Gary L. Warren
|
|
|
|
3.1
|
Restated Certificate of Incorporation of Newpark Resources, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K405 for the year ended December 31, 1998 filed on March 31, 1999 (SEC File No. 001-02960).
|
3.2
|
Certificate of Designation of Series A Cumulative Perpetual Preferred Stock of Newpark Resources, Inc. incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on April 27, 1999 (SEC File No. 001-02960).
|
3.3
|
Certificate of Designation of Series B Convertible Preferred Stock of Newpark Resources, Inc., incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 7, 2000 (SEC File No. 001-02960).
|
3.4
|
Certificate of Rights and Preferences of Series C Convertible Preferred Stock of Newpark Resources, Inc., incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 4, 2001 (SEC File No. 001-02960).
|
3.5
|
Certificate of Amendment to the Restated Certificate of Incorporation of Newpark Resources, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 4, 2009 (SEC File No. 001-02960).
|
3.6
|
Certificate of Amendment to the Restated Certificate of Incorporation of Newpark Resources, Inc., incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on July 29, 2016 (SEC File No. 001-02960).
|
3.7
|
Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 13, 2007 (SEC File No. 001-02960).
|
4.1
|
Specimen form of common stock certificate of Newpark Resources, Inc., incorporated by reference to the exhibit filed with the Company’s Registration Statement on Form S-1 (SEC File No. 33-40716).
|
4.2
|
Indenture, dated October 4, 2010, between Newpark Resources, Inc. and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 4, 2010 (SEC File No. 001-02960).
|
4.3
|
First Supplemental Indenture, dated October 4, 2010, between Newpark Resources, Inc. and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 4, 2010 (SEC File No. 001-2960).
|
4.4
|
Form of 4.00% Convertible Senior Note due 2017, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 4, 2010 (SEC File No. 001-2960).
|
4.5
|
Indenture, dated December 5, 2016, between Newpark Resources, Inc. and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 5, 2016 (SEC File No. 001-02960).
|
4.6
|
Form of 4.00% Convertible Senior Note due 2021, incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed on December 5, 2016 (SEC File No. 001-02960).
|
*10.1
|
Amended and Restated Employment Agreement, dated as of December 31, 2008, between the registrant and Paul L. Howes, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 1, 2009 (SEC File No. 001-02960).
|
10.2
|
Indemnification Agreement, dated June 7, 2006, between the registrant and Paul L. Howes, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 13, 2006 (SEC File No. 001-02960).
|
*10.3
|
Employment Agreement, dated as of September 18, 2006, by and between Newpark Resources, Inc. and Mark J. Airola, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 20, 2006 (SEC File No. 001-02960).
|
*10.4
|
Form of Non-Qualified Stock Option Agreement under the Newpark Resources, Inc. 2006 Equity Incentive Plan, incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed on March 26, 2007 (SEC File No. 333-0141577).
|
*10.5
|
Employment Agreement between Newpark Resources, Inc. and Bruce Smith dated April 20, 2007, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2007 filed on May 8, 2007 (SEC File No. 001-02960).
|
10.6
|
Amendment to the Indemnification Agreement between Newpark Resources, Inc. and Paul L. Howes dated September 11, 2007, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 14, 2007 (SEC File No. 001-02960).
|
*10.7
|
Newpark Resources, Inc., 2008 Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.1 the Company’s Registration Statement on Form S-8 filed on December 9, 2008 (SEC File No. 333-156010).
|
*10.8
|
Form of Change of Control Agreement, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2008 filed on May 2, 2008 (SEC File No. 001-02960).
|
*10.9
|
Amendment to Amended and Restated Employment Agreement between Newpark Resources, Inc. and Paul L. Howes dated April 20, 2009, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 23, 2009 (SEC File No. 001-02960).
|
*10.10
|
Amendment to Employment Agreement between Newpark Resources, Inc. and Bruce C. Smith dated April 22, 2009, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 23, 2009 (SEC File No. 001-02960).
|
*10.11
|
Amendment to Employment Agreement between Newpark Resources, Inc. and Mark J. Airola dated April 22, 2009, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 23, 2009 (SEC File No. 001-02960).
|
*10.12
|
Employment Agreement, dated as of October 15, 2010, by and between Newpark Resources, Inc. and Jeffery L. Juergens, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 18, 2010 (SEC File No. 001-02960).
|
*10.13
|
Newpark Resources, Inc. 2010 Annual Cash Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 2, 2010 (SEC File No. 001-02960).
|
†*10.14
|
Director Compensation Summary.
|
*10.15
|
Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009), incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on August 14, 2009 (SEC File No. 333-161378).
|
*10.16
|
Amendment No. 1 to the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009), incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 filed on June 9, 2011 (SEC File No. 333-174807).
|
*10.17
|
Form of Non-Qualified Stock Option Agreement under the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 filed on June 9, 2011 (SEC File No. 333-174807).
|
*10.18
|
Form of Non-Qualified Stock Option Agreement under the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8 filed on June 9, 2011 (SEC File No. 333-174807).
|
*10.19
|
Form of Restricted Stock Agreement under the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed on June 9, 2011 (SEC File No. 333-174807).
|
*10.20
|
Form of Restricted Stock Agreement under the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on June 9, 2011 (SEC File No. 333-174807).
|
*10.21
|
Employment Agreement, dated October 18, 2011, by and between Newpark Resources, Inc. and Gregg Steven Piontek, incorporated by reference to the Company’s Current Report on Form 8-K filed on October 21, 2011 (SEC File No. 001-02960).
|
10.22
|
Indemnification Agreement, dated October 26, 2011, between Gregg S. Piontek and Newpark Resources, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 31, 2011 (SEC File No. 001-02960).
|
*10.23
|
Form of Restricted Stock Unit for Participants Outside the United States under the 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 27, 2012 (SEC File No. 001-02960).
|
*10.24
|
Form of Non-Qualified Stock Option Agreement for Participants Outside the United States under the 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on July 27, 2012 (SEC File No. 001-02960).
|
*10.25
|
Amendment to Employment Agreement, dated December 31, 2012, between Mark Airola and Newpark Resources, Inc., incorporated by reference to the Company’s Current Report on Form 8-K filed on January 4, 2013 (SEC File No. 001-02960).
|
*10.26
|
Amendment to Employment Agreement, dated December 31, 2012, between Bruce Smith and Newpark Resources, Inc., incorporated by reference to the Company’s Current Report on Form 8-K filed on January 4, 2013 (SEC File No. 001-02960).
|
10.27
|
Membership Interests Purchase Agreement, dated February 10, 2014, by and among Newpark Resources, Inc., Newpark Drilling Fluids LLC and ecoserv, LLC, incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on April 25, 2014 (SEC File No. 001-02960).
|
*10.28
|
Newpark Resources, Inc. 2014 Non-Employee Directors’ Restricted Stock Plan, incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8 filed on May 22, 2014 (SEC File No. 333-196164).
|
*10.29
|
Form of Non-Employee Director Restricted Stock Agreement under the Newpark Resources, Inc. 2014 Non-Employee Directors’ Restricted Stock Plan, incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 filed on May 22, 2014 (SEC File No. 333-196164).
|
10.30
|
Form of Indemnification Agreement, incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on July 25, 2014 (SEC File No. 001-02960).
|
10.31
|
Third Amended and Restated Credit Agreement dated March 6, 2015 by and among Newpark Resources, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, Wells Fargo, National Association, as Documentation Agent, and lenders who are parties thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 10, 2015 (SEC File No. 001-02960).
|
*10.32
|
Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333-204403).
|
*10.33
|
Form of Restricted Stock Agreement (time vested) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333-204403).
|
*10.34
|
Form of Restricted Stock Unit Agreement (performance-based) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333-204403).
|
*10.35
|
Form of Restricted Stock Unit Agreement (retirement eligible) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
|
*10.36
|
Form of Restricted Stock Unit Agreement (not retirement eligible) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
|
*10.37
|
Form of Restricted Stock Unit Agreement (international) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
|
*10.38
|
Form of Non-Qualified Stock Option Agreement (retirement eligible) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.13 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
|
*10.39
|
Form of Non-Qualified Stock Option Agreement (not retirement eligible) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.14 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
|
*10.40
|
Form of Non-Qualified Stock Option Agreement (international) under the Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.15 to the Company’s Registration Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
|
10.41
|
First Amendment to Third Amended and Restated Credit Agreement, dated December 18, 2015, by and among Newpark Resources, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, Wells Fargo Bank, National Association, as Documentation Agent, and the lenders who are parties thereto, incorporate by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 21, 2015 (SEC File No. 001-02960).
|
*10.42
|
Amendment to Amended and Restated Employment Agreement dated as of February 16, 2016, between Newpark Resources, Inc. and Paul L. Howes, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 18, 2016 (SEC File No. 001-02960).
|
*10.43
|
Amendment to Employment Agreement dated as of February 16, 2016 between Newpark Resources, Inc. and Gregg S. Piontek, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 18, 2016 (SEC File No. 001-02960).
|
*10.44
|
Amendment to Employment Agreement dated February 16, 2016 between Newpark Resources, Inc. and Bruce C. Smith, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 18, 2016 (SEC File No. 001-02960).
|
*10.45
|
Amendment to Employment Agreement dated February 16, 2016 between Newpark Resources, Inc. and Mark J. Airola, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 18, 2016 (SEC File No. 001-02960).
|
*10.46
|
Amendment to Employment Agreement dated February 16, 2016 between Newpark Resources, Inc. and Jeffery L. Juergens, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 18, 2016 (SEC File No. 001-02960).
|
*10.47
|
Employment Agreement, dated as of April 22, 2016, by and between Newpark Resources, Inc. and Matthew S. Lanigan, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on July 29, 2016 (SEC File No. 001-02960).
|
1 Year Newpark Resources Chart |
1 Month Newpark Resources Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions