Item 9.01Financial Statements and Exhibits.
Forward-Looking Statements.
This report contains statements which, to the extent they are not statements of historical or present fact, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (“PSLRA”), and such statements are intended to qualify for the protection of the safe harbor provided by the PSLRA. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook” and similar expressions generally identify forward-looking statements. Similarly, descriptions of registrant’s objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of registrant’s management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are based upon management’s then-current views and assumptions regarding future events and operating performance. Although registrant’s management believes the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of its knowledge, forward-looking statements involve risks, uncertainties and other factors which may materially affect registrant’s business, financial condition, and results of operations or liquidity.
Forward-looking statements are not guarantees of future performance and actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to: the risk that the remaining conditions to the sale set forth in the Purchase Agreement will not be satisfied or waived; uncertainties as to the timing of the sale; material adverse changes in registrant’s businesses during the period between now and the closing of the sale; adverse actions of governmental and other third-parties with respect to the sale; changes in prevailing economic conditions, including fluctuations in supply of, demand for, and pricing of, registrant’s products; potential business uncertainties relating to the merger, including potential disruptions to registrant’s business and operational relationships, registrant’s ability to achieve anticipated synergies, and the anticipated costs, timing and complexity of registrant’s integration efforts; loss of, or reduction in, business from registrant’s largest customers or their failure to pay registrant; possible adverse effects of being leveraged, including interest rate, event of default or refinancing risks, as well as potentially limiting registrant’s ability to invest in certain market opportunities; registrant’s ability to successfully develop and market new products; registrant’s rights and ability to mine its property and its renewal or receipt of the required permits and approvals from government authorities and other third parties; registrant’s ability to implement and realize efficiencies from capacity expansion plans, and cost reduction initiatives within its time and budgetary parameters; increasing costs or a lack of dependability or availability of transportation services or infrastructure and geographic shifts in demand; changing legislative and regulatory initiatives relating to registrant’s business, including environmental, mining, health and safety, licensing, reclamation and other regulation relating to hydraulic fracturing (and changes in their enforcement and interpretation); silica-related health issues and corresponding litigation; seasonal and severe weather conditions; other operating risks beyond registrant’s control; the risks discussed in the Risk Factors section of registrant’s Annual Report on Form 10-K as filed with the SEC on March 22, 2019; and the other factors discussed
from time to time in registrant’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC. This release should be read in conjunction with such filings, and you should consider all of such risks, uncertainties and other factors carefully in evaluating forward-looking statements.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The registrant undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures the registrant makes on related subjects in its public announcements and SEC filing.