UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2015

or

 

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________.

 

Commission File No. 1-2960

 

Newpark Resources, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	72-1123385
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
9320 Lakeside Boulevard, Suite 100
The Woodlands, Texas	77381
(Address of principal executive offices)	(Zip Code)

 

(281) 362-6800

(Registrant’s telephone number, including area code)

                          Not Applicable                       

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

          Yes          √          No                

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

          Yes          √          No                

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   √                            Accelerated filer        

 

Non-accelerated filer             (Do not check if a smaller reporting company)         Smaller reporting company         

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

          Yes                    No           √          

 

As of July 23, 2015, a total of 84,147,098 shares of common stock, $0.01 par value per share, were outstanding.

 

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---

 

 

NEWPARK RESOURCES, INC.

 

INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2015

 

PART I	FINANCIAL INFORMATION	2
ITEM 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014	2
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2014	3
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2015 and 2014	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended Jun 30, 2015 and 2014	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	25
ITEM 4.	Controls and Procedures	26
PART II	OTHER INFORMATION	26
ITEM 1.	Legal Proceedings	26
ITEM 1A.	Risk Factors	27
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
ITEM 3.	Defaults Upon Senior Securities	28
ITEM 4.	Mine Safety Disclosures	28
ITEM 5.	Other Information	28
ITEM 6.	Exhibits	28
	Signatures	29

 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. We also may provide oral or written forward-looking statements in other materials we release to the public. The words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” and similar expressions are intended to identify these forward-looking statements but are not the exclusive means of identifying them. These forward-looking statements reflect the current views of our management; however, various risks, uncertainties and contingencies, including the risks identified in Item 1A, “Risk Factors,” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2014, and those set forth from time to time in our filings with the Securities and Exchange Commission, could cause our actual results, performance or achievements to differ materially from those expressed in, or implied by, these statements, including the success or failure of our efforts to implement our business strategy.

 

We assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities laws. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Quarterly Report on Form 10-Q might not occur.

 

For further information regarding these and other factors, risks and uncertainties affecting us, we refer you to the risk factors set forth in Item 1A, “Risk Factors”, in Part I of our Annual Report on Form 10-K for the year ended December 31, 2014.

 

 

PART I

FINANCIAL INFORMATION

 

ITEM 1.

Financial Statements

 

Newpark Resources, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

 

 

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Newpark Resources, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

 

 

 

 

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Newpark Resources, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

 

 

 

 

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Newpark Resources, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

 

 

 

 

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

 

 

NEWPARK RESOURCES, INC.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

 

 

ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion of our financial condition, results of operations, liquidity and capital resources should be read together with our unaudited condensed consolidated financial statements and notes to unaudited condensed consolidated financial statements contained in this report as well as our Annual Report on Form 10-K for the year ended December 31, 2014. Our second quarter represents the three month period ended June 30 and our first half represents the six month period ended June 30. Unless otherwise stated, all currency amounts are stated in U.S. dollars.

 

Overview

 

We are a geographically diversified oil and gas industry supplier providing products and services primarily to the oil and gas exploration and production (“E&P”) industry. We operate our business through two reportable segments: Fluids Systems and Mats and Integrated Services.

 

In March 2014, we completed the sale of our Environmental Services business, which was historically reported as a third operating segment, for $100 million in cash. The proceeds were used for general corporate purposes, including investments in our core drilling fluids and mats segments, along with share purchases under our share repurchase program. See Note 2 Discontinued Operations in our Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 for additional information.

 

Our Fluids Systems segment, which generated 84% of consolidated revenues in the first half of 2015, provides customized drilling fluids solutions to E&P customers globally, operating through four geographic regions: North America, Europe, the Middle East and Africa (“EMEA”), Latin America, and Asia Pacific.

 

International expansion is a key element of our corporate strategy. In 2014, we began work on several international contract awards within the EMEA region. We were awarded a contract to provide drilling fluids and related services for a series of wells to be drilled in the deepwater Black Sea. In addition, we were awarded two contracts to provide drilling fluids and related services for land operations, including a five year contract with the Kuwait Oil Company (“Kuwait”) and a four year contract with Cairn Energy in India. Total revenue generated under these contracts was approximately $20 million during the first half of 2015 as compared to $7 million in the first half of 2014.

 

In 2015, we were awarded two additional international contracts. We were awarded Lot 1 and Lot 3 of a restricted tender by Sonatrach to provide drilling fluids and related services in Algeria. The maximum value of the two lots of the Sonatrach tender is approximately 31 billion Algerian dinar (approximately $310 million), covering a term of three years. Work under this contract began in the second quarter of 2015 and is expected to ramp-up during the second half of 2015. On an annualized basis, the maximum value of the award represents an increase of approximately 165% over our 2014 annual revenue level with Sonatrach, although we do not expect to reach this rate in 2015. Additionally, we were awarded a contract by ENI S.p.A. to provide drilling fluids and related services for onshore and offshore drilling in the Republic of Congo. The initial term of this contract is three years and includes an option for up to an additional two year extension. Work under this contract is expected to begin in the fourth quarter of 2015.

 

We are continuing to focus on the development and commercialization of new drilling fluids technologies, including Evolution^®, our family of high performance water-based drilling fluid systems, which we believe provide superior performance and environmental benefits to our customers, as compared to traditional fluid systems used in the industry. Total revenues from wells using Evolution systems were approximately $56 million in the first half of 2015 compared to $115 million in the first half of 2014. The decrease in revenues in 2015 is primarily attributable to lower drilling activity as well as customers in North America tending to favor lower-cost product offerings in the current market environment.

 

 

In 2014, we announced two capital investment projects within the Fluids Systems segment. We are investing approximately $20 million in a new fluids blending facility and distribution center located in Conroe, Texas, which will support the increasing demand for our proprietary fluid technologies, including our Evolution systems. This project is expected to be completed by the end of 2015. In addition, we are investing approximately $30 million to significantly expand existing capacity and upgrade the drilling fluids blending, storage, and transfer capabilities in Fourchon, Louisiana, which serves the Gulf of Mexico deepwater market. This project is expected to be completed in 2016.

 

Our Mats and Integrated Services segment, which generated 16% of consolidated revenues through the first half of 2015, provides composite mat rentals, well site construction and related site services primarily to oil and gas customers. In addition, mat rental and services activity is expanding into applications in other industries, including utilities, pipeline and petrochemical. Revenues from customers in these markets represent approximately 26% of our rental and services revenues in the first half of 2015. We also manufacture and sell composite mats to E&P customers outside of the U.S., and to domestic customers outside of the oil and gas industry.

 

During most of 2013 and 2014, revenues from mat sales were constrained by our manufacturing capacity limitations, along with our efforts to meet growing demand for mat rentals. During 2014, we allocated the majority of our composite mat production toward the expansion of our rental fleet, leaving fewer mats available for sale to customers. In order to address the manufacturing capacity limitations, we initiated a project in late 2013 to expand our mat manufacturing facility, located in Carencro, Louisiana, which was completed in the second quarter of 2015. The project nearly doubles our production capacity and will support our expansion into new markets, both domestically and internationally. The expanded facility will also include a research and development center that is expected to be completed in the second half of 2015, intended to drive continued new product development efforts.

 

Our operating results depend, to a large extent, on oil and gas drilling activity levels in the markets we serve, and particularly for the Fluids Systems segment, the nature of the drilling operations (including the depth and whether the wells are drilled vertically or horizontally), which governs the revenue potential of each well. The drilling activity in turn, depends on oil and gas commodity pricing, inventory levels and demand, and regulatory actions, such as those affecting operations in the Gulf of Mexico in recent years.

 

Rig count data is the most widely accepted indicator of drilling activity. Average North American rig count data for the second quarter and first half of 2015, as compared to the same periods of 2014 is as follows:

 

 

		Second Quarter								2015 vs 2014
		2015				2014				Count				%
U.S. Rig Count			907				1,852				(945	)			(51%	)
Canadian Rig Count			98				199				(101	)			(51%	)
North America			1,005				2,051				(1,046	)			(51%	)

 

 

 

		First Half								2015 vs 2014
		2015				2014				Count				%
U.S. Rig Count			1,155				1,816				(661	)			(36%	)
Canadian Rig Count			206				362				(156	)			(43%	)
North America			1,361				2,178				(817	)			(38%	)

 

_________________________

 

Source: Baker Hughes Incorporated

 

 

During the fourth quarter of 2014 and early 2015, the price for oil declined dramatically from, and has remained well below, the price levels in recent years. As a result of this decline, North American drilling activity has decreased significantly and activity levels are expected to remain below prior year levels for the foreseeable future. The U.S. and Canadian rig counts were 876 and 200 during the week ended July 24, 2015. The lower activity levels have reduced the demand for our services and negatively impacted customer pricing in our North American operations in the first half of 2015 and will likely continue to do so as 2015 progresses. As a result of the lower customer demand, along with costs associated with workforce reductions, we expect our operating results in our North America operations to be significantly lower in 2015. Further, due to the fact that our business contains high levels of fixed costs, including significant facility and personnel expenses, we expect North American operating margins in both operating segments to be negatively impacted by the lower customer demand.

 

In response to the significant declines in activity and the increasing price competition, we initiated cost reduction programs, including workforce reductions, reduced discretionary spending, and temporary salary freezes for substantially all employees including executive officers in the first quarter of 2015 and have continued these efforts during the second quarter. As part of these cost reduction programs, we have reduced our North American employee base by 343 (approximately 26%) since December 31, 2014 in addition to eliminating substantially all contract positions. As a result of these workforce reductions, our first half 2015 operating results include $3.6 million of charges associated with employee termination costs. The employee termination costs include $3.3 million in Fluids Systems, $0.2 million in Mats and Integrated Services and $0.1 million in our corporate office. Accrued employee termination costs at June 30, 2015 are $0.4 million and are expected to be substantially paid in the third quarter of 2015. As most of the reductions were completed late in the first quarter, meaningful cost benefits were realized during the second quarter of 2015.

 

Second Quarter of 2015 Compared to Second Quarter of 2014

 

Consolidated Results of Operations

 

Summarized results of operations for the second quarter of 2015 compared to the second quarter of 2014 are as follows:

 

		Second Quarter								2015 vs 2014
(In thousands)		2015				2014				$				%
Revenues		$	163,644			$	272,466			$	(108,822	)			(40%	)
Cost of revenues			142,155				214,711				(72,556	)			(34%	)
Selling, general and administrative expenses			23,963				27,981				(4,018	)			(14%	)
Other operating income, net			(792	)			(2,042	)			1,250			NM
Operating income (loss)			(1,682	)			31,816				(33,498	)			(105%	)
Foreign currency exchange gain			(410	)			(1,805	)			1,395			NM
Interest expense, net			2,224				2,830				(606	)			(21%	)
Income (loss) from continuing operations before income taxes			(3,496	)			30,791				(34,287	)			(111%	)
Provision for income taxes			758				10,462				(9,704	)			(93%	)
Income (loss) from continuing operations		$	(4,254	)		$	20,329			$	(24,583	)			(121%	)

 

Revenues

 

Revenues decreased 40% to $163.6 million in the second quarter of 2015, compared to $272.5 million in the second quarter of 2014. This $108.8 million decrease includes an $84.3 million (45%) decrease in revenues in North America, comprised of a $76.8 million decline in our Fluids Systems segment and a $7.5 million decrease in the Mats and Integrated Services segment. Revenues from our international operations decreased by $24.5 million (29%), including an 18% decline resulting from the unfavorable impact of currency exchange related to the strengthening U.S. dollar, along with reduced drilling activity by Petrobras in Brazil. Additional information regarding the change in revenues is provided within the operating segment results below.

 

 

Cost of revenues

 

Cost of revenues decreased 34% to $142.2 million in the second quarter of 2015, compared to $214.7 million in the second quarter of 2014. The decrease is primarily driven by the decline in revenues and the benefits of cost reduction programs taken in 2015. Additional information regarding the change in cost of revenues is provided within the operating segment results below.

 

Selling, general and administrative expenses

 

Selling, general and administrative expenses decreased $4.0 million to $24.0 million in the second quarter of 2015 from $28.0 million in the second quarter of 2014. The decrease is primarily attributable to $2.0 million in lower performance-based incentive compensation and the benefits of cost reduction programs taken in 2015, partially offset by higher costs for legal matters, including the wage and hour litigation, and increased spending to support targeted strategic growth initiatives.

 

Other operating income, net

 

Other operating income was $0.8 million in the second quarter of 2015 as compared to $2.0 million in the second quarter of 2014. The decrease is primarily attributable to $1.2 million of gains recognized on the sale of two properties in the second quarter of 2014.

 

Foreign currency exchange

 

Foreign currency exchange was a $0.4 million gain in the second quarter of 2015 as compared to a $1.8 million gain in the second quarter of 2014. These currency gains primarily reflect the impact of the weakening U.S. dollar on assets and liabilities (including intercompany balances) held in our international operations that are denominated in currencies other than functional currencies.

 

Interest expense, net

 

Interest expense, which primarily reflects the 4% interest associated with our $172.5 million in unsecured convertible notes (“Senior Notes”), totaled $2.2 million in the second quarter of 2015 compared to $2.8 million in the second quarter of 2014. The decrease was attributable to $0.3 million of interest capitalization primarily associated with the mat manufacturing facility expansion project during the second quarter of 2015. The remaining decrease was attributable to lower average borrowings in our international subsidiaries.

 

Provision for income taxes

 

The provision for income taxes for the second quarter of 2015 was $0.8 million, compared to $10.5 million in the second quarter of 2014. Due to the deterioration in financial performance in our Australian operations, combined with interest expense associated with inter-company loans due to the U.S. parent, our Australian business is currently generating a pre-tax loss, for which the recording of a tax benefit is not permitted. As a result, the second quarter of 2015 includes a $1.7 million charge to the provision for income taxes to record a valuation allowance against the previously recorded deferred tax assets for our Australian business.

 

 

Operating Segment Results

 

Summarized financial information for our reportable segments is shown in the following table (net of inter-segment transfers):

 

		Second Quarter								2015 vs 2014
(In thousands)		2015				2014				$				%
Revenues
Fluids systems		$	140,344			$	241,386			$	(101,042	)			(42%	)
Mats and integrated services			23,300				31,080				(7,780	)			(25%	)
Total revenues		$	163,644			$	272,466			$	(108,822	)			(40%	)
Operating income (loss)
Fluids systems		$	(223	)		$	27,571			$	(27,794	)
Mats and integrated services			6,555				13,653				(7,098	)
Corporate office			(8,014	)			(9,408	)			1,394
Operating income (loss)		$	(1,682	)		$	31,816			$	(33,498	)
Segment operating margin
Fluids systems			(0.2%	)			11.4	%
Mats and integrated services			28.1	%			43.9	%

 

Fluids Systems

 

Revenues

 

Total revenues for this segment consisted of the following:

 

		Second Quarter								2015 vs 2014
(In thousands)		2015				2014				$				%
United States		$	74,848			$	149,416			$	(74,568	)			(50%	)
Canada			7,067				9,334				(2,267	)			(24%	)
Total North America			81,915				158,750				(76,835	)			(48%	)
EMEA			41,452				49,835				(8,383	)			(17%	)
Latin America			12,493				26,983				(14,490	)			(54%	)
Asia Pacific			4,484				5,818				(1,334	)			(23%	)
Total		$	140,344			$	241,386			$	(101,042	)			(42%	)

 

North American revenues decreased 48% to $81.9 million in the second quarter of 2015, compared to $158.8 million in the second quarter of 2014. This decrease in revenues is primarily attributable to the 51% decline in North American average rig count along with pricing declines, partially offset by market share gains over this period.

 

Internationally, revenues decreased 29% to $58.4 million in the second quarter of 2015, as compared to $82.6 million in the second quarter of 2014. International revenues in the second quarter of 2015 declined approximately 19% due to the impact of currency exchange resulting from the strengthening U.S. dollar. The decline in revenues in the EMEA region included $10 million from the negative impact of currency exchange and the unusually high product sales that benefitted the second quarter of 2014, which did not recur. These unfavorable factors in EMEA were partially offset by a $5 million increase in revenues in Kuwait along with a ramp up of activity with Sonatrach. The decrease in revenues in Latin America is primarily attributable to declines in Petrobras drilling activity, $5 million from the negative impact of currency exchange, and $3 million from a Total deepwater well that benefitted the second quarter of 2014.

 

 

Operating Income

 

The Fluids segment incurred an operating loss of $0.2 million in the second quarter of 2015 compared to operating income of $27.6 million in the second quarter of 2014. The change in operating income includes a $25.4 million decrease from North American operations largely attributable to the decline in revenues partially offset by the benefits of cost reduction programs. Operating income from international operations decreased $2.5 million, primarily attributable to the negative impact of currency exchange and the decline in revenues in Latin America.

 

As a result of the decline in oil prices as described above, we expect drilling activity levels throughout 2015 to remain below 2014 levels, reducing the demand for our services and negatively impacting customer pricing primarily in our North American operations. Further, while we have executed actions to reduce our workforce and cost structure, our business contains high levels of fixed costs, including significant facility and personnel expenses. Therefore, we expect operating income in our North American operations to be negatively impacted by the lower revenues throughout 2015 as compared to 2014. In the absence of a longer-term increase in drilling activity, we may incur additional charges related to further cost reduction efforts, or potential asset impairments, which may negatively impact our future operating results. Also, during the second half of 2014 and continuing in 2015, the U.S. Dollar strengthened against the functional currency of most of our foreign operations which has had and is expected to continue to have a negative impact on our revenues and operating results in 2015 as compared to 2014. As a result of the above, segment revenue and operating results are expected to decline from the levels achieved in 2014.

 

Also, in recent years, the business environment in Brazil has become increasingly challenging, particularly as Petrobras, our primary customer in the region, has focused more efforts on well completions and workover activities, and less on drilling activities. Also, the lack of timely payment of Petrobras-related invoicing has caused periodic increases in invested working capital associated with participation in this market. More recently, a significant number of senior executives at Petrobras resigned their positions in connection with a widely-publicized corruption investigation and Petrobras has announced further reductions in drilling activities. We expect these developments to continue to disrupt Petrobras’ operations in the near term. In response to these changes in the business environment, we have taken certain actions to reduce the cost structure of this operation and are continuing to evaluate further actions. While the Brazilian deepwater drilling market remains an important component of our long-term strategy, the profitability of our business in Brazil remains highly dependent on increasing levels of drilling activity by Petrobras and other E&P customers. In the absence of a longer-term increase in drilling activity, we may incur additional charges related to further cost reduction efforts, or potential asset impairments, which may negatively impact our future operating results.

 

Mats and Integrated Services

 

Revenues

 

Total revenues for this segment consisted of the following:

 

		Second Quarter								2015 vs 2014
(In thousands)		2015				2014				$				%
Mat rental and services		$	20,792			$	27,702			$	(6,910	)			(25%	)
Mat sales			2,508				3,378				(870	)			(26%	)
Total		$	23,300			$	31,080			$	(7,780	)			(25%	)

 

 

Mat rental and services revenues decreased $6.9 million compared to the second quarter of 2014. The decrease is primarily due to softening in the Northeast U.S. oil and gas related rental and services market, reflecting a decline in the region’s drilling and completions activity and continued price erosion. Mat sales also decreased by $0.9 million compared to the second quarter of 2014. Quarterly revenues from mat sales have typically fluctuated based on the timing of mat orders from customers, along with management’s allocation of plant capacity.

 

Operating Income

 

Segment operating income decreased by $7.1 million, as compared to the second quarter of 2014, largely attributable to the $6.9 million decrease in rental and services revenues described above. Due to the relatively fixed nature of operating expenses in our rental business, including depreciation expense associated with our mat rental fleet, declines in rental and services revenue have a higher decremental impact on the segment operating margin. In addition to the impact of the lower revenue, operating income was further impacted by costs associated with the start-up of our expanded manufacturing facility and our efforts to expand beyond the oil and gas exploration markets.

 

As noted above, we completed the expansion of our mat manufacturing facility in the second quarter of 2015, significantly increasing our production capacity. While the expansion project is expected to relieve production capacity limitations that limited our revenues from mat sales in 2014, the recent decline in oil prices has resulted, and is expected to continue to result, in lower drilling activity for our E&P customers, which in turn will reduce the demand for our services and negatively impact customer pricing in our North American operations in 2015 as compared to 2014. As a result of the lower customer demand and more competitive pricing environment, we expect operating income in our North American operations to be lower in 2015 as compared to 2014. Further, due to the fact that our business contains high levels of fixed costs, including significant facility and personnel expenses, we expect North American operating margins to be negatively impacted by the lower customer demand and the start-up of the expanded manufacturing facility.

 

Corporate Office

 

Corporate office expenses decreased $1.4 million to $8.0 million in the second quarter of 2015, compared to $9.4 million in the second quarter of 2014.  The decrease is primarily attributable to reduced spending related to strategic planning projects and lower performance-based incentive compensation partially offset by higher costs related to legal matters, including the wage and hour litigation.

 

 

First Half of 2015 Compared to First Half of 2014

 

Consolidated Results of Operations

 

Summarized results of operations for the first half of 2015 compared to the first half of 2014 are as follows:

 

		First Half								2015 vs 2014
(In thousands)		2015				2014				$				%
Revenues		$	372,108			$	515,290			$	(143,182	)			(28%	)
Cost of revenues			318,789				411,271				(92,482	)			(22%	)
Selling, general and administrative expenses			49,941				53,504				(3,563	)			(7%	)
Other operating income, net			(1,068	)			(2,058	)			990				(48%	)
Operating income			4,446				52,573				(48,127	)			(92%	)
Foreign currency exchange (gain) loss			1,154				(1,751	)			2,905				(166%	)
Interest expense, net			4,479				5,750				(1,271	)			(22%	)
Income (loss) from continuing operations before income taxes			(1,187	)			48,574				(49,761	)			(102%	)
Provision for income taxes			2,074				16,503				(14,429	)			(87%	)
Income (loss) from continuing operations			(3,261	)			32,071				(35,332	)			(110%	)
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	)			-
Net income (loss)		$	(3,261	)		$	55,340			$	(58,601	)			(106%	)

 

Revenues

 

Revenues decreased 28% to $372.1 million in the first half of 2015, compared to $515.3 million in the first half of 2014. This $143.2 million decrease includes a $110.2 million (30%) decrease in revenues in North America, including a $107.1 million decline in our Fluids Systems segment. Revenues from our international operations decreased by $33.0 million (22%), including a 17% decline resulting from the unfavorable impact of currency exchange related to the strengthening U.S. dollar, along with reduced drilling activity by Petrobras in Brazil. Additional information regarding the change in revenues is provided within the operating segment results below.

 

Cost of revenues

 

Cost of revenues decreased 22% to $318.8 million in the first half of 2015, compared to $411.3 million in the first half of 2014. The decrease is primarily driven by the decline in revenues and the benefits of cost reduction programs taken in the first half of 2015, partially offset by charges of approximately $2.5 million in the first half of 2015 associated with employee termination costs. Additional information regarding the change in cost of revenues is provided within the operating segment results below.

 

Selling, general and administrative expenses

 

Selling, general and administrative expenses decreased $3.6 million to $49.9 million in the first half of 2015 from $53.5 million in the first half of 2014. The decrease is primarily attributable to a $2.2 million decline in performance-based incentive compensation, lower spending related to strategic planning projects, and the benefits of cost reduction programs taken in 2015, partially offset by a $1.0 million increase in costs for legal matters, including the wage and hour litigation, higher provisions for potential bad debts, and higher employee termination costs.

 

 

Other Operating Income, net

 

Other operating income was $1.1 million in the first half of 2015 as compared to $2.1 million in the first half of 2014. The decrease is primarily attributable to $1.2 million of gains recognized on the sale of two properties in 2014.

 

Foreign currency exchange

 

Foreign currency exchange was a $1.2 million loss in the first half of 2015, compared to a $1.8 million gain in the first half of 2014. These currency exchange losses primarily reflect the impact of the strengthening U.S. dollar in the first half of 2015 while the gains in the first half of 2014 primarily reflect the impact of the weakening U.S. dollar during that period on currency translations on assets and liabilities (including intercompany balances) held in our international operations that are denominated in currencies other than functional currencies.

 

Interest expense, net

 

Interest expense totaled $4.5 million for the first half of 2015 compared to $5.8 million for the first half of 2014. The decrease was attributable to $0.7 million of interest capitalization primarily associated with the mat manufacturing facility expansion project in the first half of 2015. The remaining decrease was attributable to lower average borrowings in our international subsidiaries.

 

Provision for income taxes

 

The provision for income taxes for the first half of 2015 was $2.1 million, compared to $16.5 million in the first half of 2014. The first half of 2015 includes a $1.1 million charge to the provision for income taxes to record a valuation allowance against the previously recorded deferred tax assets for our Australian business. In addition, the provision for income taxes in the first half of 2015 is further impacted by pretax losses incurred in Brazil and Australia, for which the recording of a tax benefit is not permitted.

 

Discontinued operations

 

Income from our discontinued Environmental Services operations that was sold in March 2014 was $1.2 million in 2014.  In addition, 2014 includes a $22.1 million gain from the March 2014 sale of the business as described above.  See Note 2 Discontinued Operations in our Notes to the unaudited condensed consolidated financial statements in Item 1 for additional information.

 

 

Operating Segment Results

 

Summarized financial information for our reportable segments is shown in the following table (net of inter-segment transfers):

 

		First Half								2015 vs 2014
(In thousands)		2015				2014				$				%
Revenues
Fluids systems		$	312,246			$	452,786			$	(140,540	)			(31	%)
Mats and integrated services			59,862				62,504				(2,642	)			(4	%)
Total revenues		$	372,108			$	515,290			$	(143,182	)			(28	%)
Operating income (loss)
Fluids systems		$	(1,925	)		$	43,311				(45,236	)
Mats and integrated services			22,202				27,026				(4,824	)
Corporate office			(15,831	)			(17,764	)			1,933
Operating income		$	4,446			$	52,573			$	(48,127	)
Segment operating margin
Fluids systems and engineering			(0.6	)%			9.6	%
Mats and integrated services			37.1	%			43.2	%

 

Fluids Systems

 

Revenues

 

Total revenues for this segment consisted of the following:

 

		First Half								2015 vs 2014
(In thousands)		2015				2014				$				%
United States		$	172,956			$	274,192			$	(101,236	)			(37%	)
Canada			25,162				31,045				(5,883	)			(19%	)
Total North America			198,118				305,237				(107,119	)			(35%	)
EMEA			77,568				84,555				(6,987	)			(8%	)
Latin America			26,085				48,986				(22,901	)			(47%	)
Asia Pacific			10,475				14,008				(3,533	)			(25%	)
Total		$	312,246			$	452,786			$	(140,540	)			(31%	)

 

 

North American revenues decreased 35% to $198.1 million in the first half of 2015, compared to $305.2 million in the first half of 2014. This decrease in revenues is primarily attributable to the 38% decline in North American average rig count along with pricing declines, partially offset by market share gains over this period.

 

Internationally, revenues decreased 23% to $114.1 million in the first half of 2015, as compared to $147.5 million in the first half of 2014. International revenues in the first half of 2015 declined approximately 17% from the impact of currency exchange resulting from the strengthening U.S. dollar. The decline in revenues in the EMEA region included $17 million from the negative impact of currency exchange and the unusually high product sales that benefitted the second quarter of 2014, which did not recur. These unfavorable factors impacting EMEA were partially offset by a $13 million increase in revenues from the new contracts mentioned above, including the deepwater Black Sea, India and Kuwait. The decrease in revenues in Latin America is primarily attributable to declines in Petrobras drilling activity, $7 million from the negative impact of currency exchange and $4 million from a Total deepwater well that benefitted 2014. The decline in Asia Pacific is primarily related to lower revenues for land drilling customers and the negative impact of currency exchange.

 

 

Operating Income

 

The Fluids segment incurred an operating loss of $1.9 million in the first half of 2015 compared to operating income of $43.3 million in the first half of 2014. The change in operating results includes a $46.6 million decrease from North American operations largely attributable to the decline in revenues described above including approximately $3.3 million of charges associated with employee termination costs, partially offset by the benefits of cost reduction programs. Operating income from international operations increased $1.4 million primarily reflecting the benefit of improved profitability in the EMEA region, partially offset by the negative impact of currency exchange and a decline in Asia Pacific.

 

Mats and Integrated Services

 

Revenues

 

Total revenues for this segment consisted of the following:

 

		First Half								2015 vs 2014
(In thousands)		2015				2014				$				%
Mat rental and services		$	47,623			$	52,239			$	(4,616	)			(9%	)
Mat sales			12,239				10,265				1,974				19	%
Total		$	59,862			$	62,504			$	(2,642	)			(4%	)

 

 

Mat rental and services revenues decreased $4.6 million compared to the first half of 2014. The decrease is primarily due to softening in the Northeast U.S. oil and gas rental and services market, reflecting a decline in the region’s drilling and completions activity and price erosion offset partially by revenue growth resulting from our efforts to expand beyond the oil and gas exploration markets. Mat sales increased by $2.0 million compared to the second quarter of 2014. Revenues from mat sales have typically fluctuated based on the timing of mat orders from customers along with management’s allocation of plant capacity.

 

Operating Income

 

Segment operating income decreased by $4.8 million, as compared to the first half of 2014, largely attributable to the changes in rental and services revenue described above. Due to the relatively fixed nature of operating expenses in our rental business, including depreciation expense associated with our mat rental fleet, declines in rental and services revenue have a higher decremental impact on the segment operating margin. In addition to the impact of the lower revenue, operating income was further impacted by costs associated with the start-up of our expanded manufacturing facility and our efforts to expand beyond the oil and gas exploration markets.

 

Corporate Office

 

Corporate office expenses decreased $1.9 million to $15.8 million in the first half of 2015, compared to $17.8 million in the first half of 2014. The decrease is primarily attributable to reduced spending related to strategic planning projects and lower performance-based incentive compensation partially offset by $1.0 million of increased costs related to legal matters, including the wage and hour litigation.

 

 

Liquidity and Capital Resources

 

Net cash provided by operating activities during the first half of 2015 totaled $81.8 million as compared to $5.3 million of net cash used in operating activities in the first half of 2014. The increase in operating cash flow in 2015 is primarily attributable to the decrease in working capital resulting from the decline in revenues related to the slow-down in North America drilling activity. During the first half of 2015, net income adjusted for non-cash items provided $21.6 million, while changes in operating assets provided $60.2 million of cash.

 

Net cash used in investing activities during the first half of 2015 was $33.2 million, primarily consisting of capital expenditures of $34.3 million. The first half of 2015 capital expenditures included $17.5 million in the Mats & Integrated Services segment, including $9.6 million related to the deployment of produced mats into the rental fleet and $7.4 million related to the manufacturing plant expansion project at our Carencro, Louisiana facility. The Fluids Systems segment capital expenditures totaled $15.9 million in the first half of 2015, including $7.2 million related to our new fluids blending facility and distribution center in Conroe, Texas. Net cash provided by investing activities during the first half of 2014 was $35.0 million, primarily consisting of net proceeds from the sale of the Environmental Services business of $89.2 million, offset by capital expenditures of $56.7 million.

 

We anticipate that our future working capital requirements for our operations will fluctuate directionally with revenues. We expect total 2015 capital expenditures to range between $60 million to $75 million, with the majority of the investments focused on key strategic projects, including completion of the expansion project at our mats manufacturing facility and the infrastructure investments in our Fluids Systems segment described above, including the investment in a new fluids blending facility and distribution center located in Conroe, Texas and the facility upgrade and expansion in Fourchon, Louisiana. As of June 30, 2015, we had cash on-hand of $123.3 million of which $67.3 million resides within our foreign subsidiaries that we intend to leave permanently reinvested abroad. We expect our subsidiary cash on-hand, as well as cash generated by operations and anticipated decreases in working capital levels, along with availability under our existing credit agreement to be adequate to fund our anticipated capital needs during the next 12 months.

 

Our capitalization is as follows:

 

		June 30,				December 31,
(In thousands)		2015				2014
Senior Notes		$	172,497			$	172,498
Revolving credit facility			-				-
Other			9,237				11,648
Total			181,734				184,146
Stockholder's equity			610,450				625,458
Total capitalization		$	792,184			$	809,604
Total debt to capitalization			22.9	%			22.7	%

 

 

Our financing arrangements include $172.5 million of unsecured convertible senior notes (“Senior Notes”) and a $200.0 million revolving credit facility which can be increased to a maximum capacity of $325.0 million. At June 30, 2015, we had no outstanding borrowings under the revolving credit facility. Additionally, our foreign operations had $9.2 million outstanding under lines of credit and other borrowings. The Senior Notes bear interest at a rate of 4.0% per year, payable semi-annually in arrears on April 1 and October 1 of each year. Holders may convert the Senior Notes at their option at any time prior to the close of business on the business day immediately preceding the October 1, 2017 maturity date. The conversion rate is initially 90.8893 shares of our common stock per $1,000 principal amount of Senior Notes (equivalent to an initial conversion price of $11.00 per share of common stock), subject to adjustment in certain circumstances. Upon conversion, the Senior Notes will be settled in shares of our common stock. In 2015, holders converted an insignificant amount of Senior Notes into shares of our common stock. We may not redeem the Senior Notes prior to their maturity date.

 

 

In March 2015, we entered into a Third Amended and Restated Credit Agreement (the "Credit Agreement") which provides for a $200 million revolving loan facility available for borrowings and letters of credit and expires in March 2020. The Credit Agreement has a springing maturity date that will accelerate the maturity of the credit facility to June 2017 if the Senior Notes have not either been repurchased, redeemed, converted and/or refinanced in full or the Company has not provided sufficient funds to an escrow agent to repay the Senior Notes in full on their maturity date. Under the terms of the Credit Agreement, we can elect to borrow at a variable interest rate either based on LIBOR plus a margin based on our consolidated leverage ratio, ranging from 175 to 275 basis points, or at a variable interest rate based on the greatest of: (a) prime rate, (b) the federal funds rate in effect plus 50 basis points, or (c) the Eurodollar rate for a Eurodollar Loan with a one-month interest period plus 100 basis points, in each case plus a margin ranging from 75 to 175 basis points based on our consolidated leverage ratio. The applicable margins on LIBOR borrowings and Eurodollar borrowings on June 30, 2015 were 100 and 200 basis points, respectively. In addition, we are required to pay a commitment fee on the unused portion of the Credit Agreement of 37.5 basis points. The Credit Agreement contains customary financial and operating covenants, including a consolidated leverage ratio, a senior secured leverage ratio and an interest coverage ratio. The Credit Agreement also limits the payment of dividends on our common stock, the repurchase of our common stock and the conversion, redemption, defeasance or refinancing of the Senior Notes. We were in compliance with these covenants as of June 30, 2015.

 

At June 30, 2015, we had letters of credit issued and outstanding under the Credit Agreement which totaled $21.4 million leaving $178.6 million of availability at June 30, 2015. Additionally, our foreign operations had $9.2 million outstanding under lines of credit and other borrowings, as well as $14.5 million outstanding in letters of credit and other guarantees.

 

The Credit Agreement is a senior secured obligation, secured by first liens on all of our U.S. tangible and intangible assets. Additionally, the Credit Agreement is guaranteed by certain of our U.S. subsidiaries and a portion of the capital stock of our non-U.S. subsidiaries has also been pledged as collateral.

 

Critical Accounting Estimates

 

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which requires us to make assumptions, estimates and judgments that affect the amounts reported. We periodically evaluate our estimates and judgments related to allowances for product returns, allowances for doubtful accounts, reserves for self-insured retention under insurance programs, estimated performance and values associated with employee incentive programs, impairments of long-lived assets, including goodwill and other intangibles and valuation allowances for deferred tax assets. Our estimates are based on historical experience and on our future expectations that we believe to be reasonable. The combination of these factors forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from our current estimates and those differences may be material.

 

For additional discussion of our critical accounting estimates and policies, see “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2014. Our critical accounting policies have not changed materially since December 31, 2014.

 

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

 

We are exposed to market risk from changes in interest rates and changes in foreign currency rates. A discussion of our primary market risk exposure in financial instruments is presented below.

 

 

Interest Rate Risk

 

At June 30, 2015, we had total debt outstanding of $181.7 million, including $172.5 million of Senior Notes, bearing interest at a fixed rate of 4.0%. Variable rate debt totaled $9.2 million which relates to our foreign operations under lines of credit and other borrowings. At the June 30, 2015 balance, a 200 basis point increase in market interest rates during 2015 would cause our annual interest expense to increase approximately $0.2 million.

 

Foreign Currency

 

Our principal foreign operations are conducted in certain areas of EMEA, Latin America, Asia Pacific, and Canada. We have foreign currency exchange risks associated with these operations, which are conducted principally in the foreign currency of the jurisdictions in which we operate including European euros, Algerian dinar, Romanian new leu, Canadian dollars, Australian dollars, British pound and Brazilian reais. Historically, we have not used off-balance sheet financial hedging instruments to manage foreign currency risks when we enter into a transaction denominated in a currency other than our local currencies.

 

ITEM 4.

Controls and Procedures

 

Evaluation of disclosure controls and procedures

 

Based on their evaluation of our disclosure controls and procedures as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of June 30, 2015, the end of the period covered by this quarterly report.

 

Changes in internal control over financial reporting

 

There has been no change in internal control over financial reporting during the quarter ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II

OTHER INFORMATION

 

ITEM 1.

Legal Proceedings

 

Davida v. Newpark Drilling Fluids LLC. On June 18, 2014, Jesse Davida, a former employee of Newpark Drilling Fluids LLC filed a purported class action lawsuit in the U.S. District Court for the Western District of Texas, San Antonio Division, alleging violations of the Fair Labor Standards Act (“FLSA”). The plaintiff seeks damages and penalties for the Company’s alleged failure to: properly classify its field service employees as “non-exempt” under the FLSA; and, pay them on an hourly basis (including overtime). The plaintiff seeks recovery on his own behalf, and seeks certification of a class of similarly situated employees. On January 6, 2015, the Court granted the plaintiff’s motion to “conditionally” certify the class of fluid service technicians that have worked for Newpark Drilling Fluids over the past three years. Beginning in early March of 2015, notification was given to 658 current and former fluid service technician employees of Newpark regarding this litigation and those individuals were given the opportunity to “opt-in” to the Davida litigation. The opt-in period closed in early May of 2015 and a total of 91 individuals have joined the Davida litigation. The Court has given the plaintiffs’ attorneys until September 2015 to add state law claims to the litigation (if any). The trial of the case has been scheduled for September 2016. We have a number of defenses we can assert against these claims including that these employees are properly classified as exempt employees. We have retained counsel with experience in cases of this nature, and intend to vigorously defend this litigation.

 

 

Christiansen v. Newpark Drilling Fluids LLC. On November 11, 2014, Christiansen filed a purported class action lawsuit in the U.S. District Court for the Southern District of Texas, Houston Division, alleging violations of the Fair Labor Standards Act (“FLSA”). The plaintiff seeks damages and penalties for the Company’s alleged failure to: properly classify him as an employee rather than an independent contractor; properly classify its field service employees as “non-exempt” under the FLSA; and, pay them on an hourly basis (including overtime) and seeks damages and penalties for the Company’s alleged failure to pay him and the others in the proposed class on an hourly basis (including overtime). Following the filing of this lawsuit, five additional plaintiffs joined the proceedings. The plaintiff seeks recovery on his own behalf, and sought certification of a class of similarly situated individuals. In March of 2015, the Court denied the plaintiffs’ motion for conditional class certification. Counsel for the plaintiffs did not appeal that ruling and have now filed individual cases for each of the original plaintiffs plus one new plaintiff, leaving a total of seven separate independent contractor cases pending. We have retained counsel with experience in cases of this nature, and intend to vigorously defend this litigation.

 

ITEM 1A.

Risk Factors

 

There have been no material changes during the period ended June 30, 2015 in our “Risk Factors” as discussed in Item 1A to our Annual Report on Form 10-K for the year ended December 31, 2014.

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)

Not applicable

 

(b)

Not applicable

 

(c)

The following table details our repurchases of shares of our common stock, for the three months ended June 30, 2015:

 

										Total Number of				Maximum Approximate Dollar
										Shares Purchased as Part				Value of Shares that May Yet
		Total Number of				Average Price				of Publicly Announced				be Purchased Under
Period		Shares Purchased(1)				per Share				Plans or Programs				Plans or Programs
April 1 - 30, 2015			-			$	-				-			$	42.7
May 1 - 31, 2015			-				-				-				42.7
June 1 - 30, 2015			203,928				8.67				-				42.7
Total			203,928			$	8.67				-

 

(1)

During the three months ended June 30, 2015, we purchased an aggregate of 203,928 shares surrendered in lieu of taxes under vesting of restricted shares.

 

In April 2013, our Board of Directors approved a share repurchase program that authorizes the Company to purchase up to $50.0 million of its outstanding shares of common stock. This authorization was subsequently increased to $100.0 million in February 2014. The repurchase program has no specific term. The Company may repurchase shares in the open market or as otherwise determined by management, subject to market conditions, business opportunities and other factors. Repurchases are expected to be funded with a combination of cash generated from operations and borrowings under the Company’s revolving credit facility. As part of the share repurchase program, the Company’s management has been authorized to establish trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934.

 

There were no shares repurchased during the first half of 2015. At June 30, 2015, there was $42.7 million of authorization remaining under the program.

 

We have not paid any dividends during the two recent fiscal years or any subsequent interim period, and we do not intend to pay any cash dividends in the foreseeable future.  In addition, our credit facilities contain covenants which limit the payment of dividends on our common stock.

 

 

ITEM 3.

Defaults Upon Senior Securities

 

Not applicable.

 

ITEM 4.

Mine Safety Disclosures

 

The information concerning mine safety violations and other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 of this Quarterly Report on Form 10-Q, which is incorporated by reference.

 

ITEM 5.

Other Information

 

None.

 

ITEM 6.

Exhibits

 

 

 

*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

     

 

                                                                                                

*  Filed herewith.

 

 

NEWPARK RESOURCES, INC.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Date: July 31, 2015

 

 

	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 Officer)
	By:	/s/ Douglas L. White
		Douglas L. White, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)

      

 

EXHIBIT INDEX

 

 

 

*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

   

 

                                                                                                        

*  Filed herewith.

 

 

30