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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2007
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-2960
(Commission
File Number)
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72-1123385
(IRS Employer
Identification No.) |
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2700 Research Forest Drive, Suite 100
The Woodlands, TX
(Address of principal executive offices)
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77381
(Zip Code) |
Registrants telephone number, including area code: (281) 362-6800
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
Item 2.02. Results of Operations and Financial Condition.
On May 3, 2007, Newpark Resources, Inc. issued a press release announcing financial
information for the quarter ended March 31, 2007. The press release is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report on Form 8-K and the exhibit attached hereto shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act regardless of any general incorporation by reference language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release issued by Newpark Resources, Inc. on May 3, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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NEWPARK RESOURCES, INC.
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Dated: May 4, 2007 |
By: |
/s/ James E. Braun
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James E. Braun, Vice President and |
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Chief Financial Officer
(Principal Financial Officer) |
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EXHIBIT INDEX
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Exhibit No.
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Description |
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99.1
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Press release issued by Newpark Resources, Inc. on May 3, 2007. |
exv99w1
Exhibit 99.1
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Contacts:
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James E. Braun, CFO |
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Newpark Resources, Inc. |
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281-362-6800 |
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FOR IMMEDIATE RELEASE
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Ken Dennard, Managing Partner |
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Dennard Rupp Gray & Easterly, LLC |
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ksdennard@drg-e.com |
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713-529-6600 |
NEWPARK RESOURCES REPORTS FIRST QUARTER 2007 RESULTS
THE WOODLANDS, TX MAY 3, 2007 Newpark Resources, Inc. (NYSE: NR) today announced
results for the first quarter ended March 31, 2007.
Total revenues were $171.8 million for the first quarter of 2007 compared to $166.5 million
for the first quarter of 2006. Income from continuing operations was $7.5 million in the first
quarter of 2007, or $0.08 per share. Excluding $2.4 million of legal costs associated with the
2005 accounting restatement and the recent agreement to settle the resulting litigation, first
quarter 2007 income from continuing operations was $9.0 million, or $0.10 per diluted share, as set
forth on the attached Non-GAAP Earnings Reconciliation. Income from continuing operations for the
first quarter of 2006 was $6.5 million, or $0.07 per share.
Paul Howes, President and Chief Executive Officer of Newpark, stated, We are pleased to
report our continued improvement in operating results for the first quarter of 2007 on record
revenues, while we have also maintained our focus on cash management, reducing our total debt by
$18 million in the quarter. The settlement of the shareholder litigation announced last month
allows our team to focus 100% of our efforts on increasing shareholder value. Highlights for the
quarter include the awarding of a new contract with a major oil company to provide fluid systems
and engineering support to their operations in the U.S., securing a three-year deepwater offshore
contract in the Gulf of Mexico, and on the international front, winning our first trials in Egypt.
The Fluid Systems and Engineering segment and Mats and Integrated Services segment generated
operating margins of 13.3% and 15.8%, respectively, in the first quarter of 2007. These results
represent improvements in both segments from the 11.0% operating margins generated by each segment
during the first quarter of 2006.
Howes added, The results from the Environment Services business were also very strong in the
first quarter of 2007, generating an operating margin of 18.0%, compared to an 11.7% operating
margin generated in the first quarter of 2006. Meanwhile, the sale process related to the
Environmental Services business continues to progress.
We continue to drive our corporate strategy and initiatives that were announced in our fourth
quarter release and conference call. By finalizing the settlement of our shareholder litigation
and completing the sale of our Environmental Services business, we will be well positioned to
execute the next steps of our strategy and continue to improve shareholder value, concluded Howes.
CONFERENCE CALL
In conjunction with this release, Newpark has scheduled a conference call, which will be
broadcast live over the Internet, on Friday, May 4, 2007 at 9:30 a.m. Eastern Time / 8:30 a.m.
Central Time. To participate in the call, dial (303) 262-2140 and ask for the Newpark Resources
conference call at least 10 minutes prior to the start time, or access it live over the Internet at
www.newpark.com. For those who cannot listen to the live call, a replay will be available through
May 11, 2007 and may be accessed by dialing (303) 590-3000 and using pass code 11087627#. Also, an
archive of the webcast will be available shortly after the call at www.newpark.com for 90 days.
Newpark Resources, Inc. is a worldwide provider of drilling fluids, temporary worksites and
access roads for oilfield and other commercial markets, and environmental waste treatment
solutions. For more information, visit our website at www.newpark.com.
This news release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act that are based on managements current expectations, estimates and
projections. All statements that address expectations or projections about the future, including
statements about Newparks strategy for growth, product development, market position, expected
expenditures and financial results are forward-looking statements. Some of the forward-looking
statements may be identified by words like expects, anticipates, plans, intends,
projects, indicates, and similar expressions. These statements are not guarantees of future
performance and involve a number of risks, uncertainties and assumptions. Many factors, including
those discussed more fully elsewhere in this release and in documents filed with the Securities and
Exchange Commission by Newpark, particularly its Annual Report on Form 10-K for the year ended
December 31, 2006, as well as others, could cause
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results to differ materially from those stated. These factors include, but are not limited to, the
results of several class action and derivative lawsuits against Newpark and certain of our current
and former directors and former officers; the results of the internal investigation into accounting
matters by Newparks Audit Committee and the investigation of the matter by the Securities and
Exchange Commission; changes in the laws, regulations, policies and economic conditions, including
inflation, interest and foreign currency exchange rates, of countries in which Newpark does
business; competitive pressures; successful integration of structural changes, including
restructuring plans, acquisitions, divestitures and alliances; cost of raw materials, research and
development of new products, including regulatory approval and market acceptance; and seasonality
of sales of Newpark products. Newparks filings with the Securities and Exchange Commission can be
obtained at no charge at www.sec.gov, as well as through our website at www.newpark.com.
Tables to follow
3
Newpark Resources, Inc.
Consolidated Statements of Operations
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(Unaudited) |
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Quarter Ended March 31, |
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(In thousands, except per share data) |
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2007 |
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2006 |
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Revenues |
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$ |
171,800 |
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$ |
166,458 |
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Cost of revenues |
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147,420 |
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148,058 |
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24,380 |
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18,400 |
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General and administrative expenses |
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8,155 |
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3,329 |
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Operating income |
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16,225 |
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15,071 |
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Foreign currency exchange loss |
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114 |
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105 |
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Interest expense, net |
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4,444 |
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4,792 |
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Income from continuing operations before income taxes |
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11,667 |
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10,174 |
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Provision for income taxes |
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4,206 |
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3,639 |
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Income from continuing operations |
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7,461 |
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6,535 |
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Loss from discontinued operations, net of taxes |
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(227 |
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(350 |
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Net income |
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$ |
7,234 |
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$ |
6,185 |
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Basic weighted average common shares outstanding |
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89,829 |
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89,048 |
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Diluted weighted average common shares outstanding |
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90,248 |
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90,131 |
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Net income per common share (basic and diluted): |
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Continuing operations |
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$ |
0.08 |
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$ |
0.07 |
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Discontinued operations |
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(0.00 |
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(0.00 |
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Net income per common share |
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$ |
0.08 |
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$ |
0.07 |
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4
Newpark Resources, Inc.
Segment Comparison
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(Unaudited) |
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Quarter Ended |
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March 31, |
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December 31, |
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March 31, |
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(In thousands) |
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2007 |
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2006 |
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2006 |
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Segment revenues |
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Fluids systems and engineering |
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$ |
125,298 |
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$ |
129,091 |
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$ |
115,289 |
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Mats and integrated services |
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28,565 |
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21,704 |
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33,830 |
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Environmental services |
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17,937 |
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16,537 |
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17,339 |
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Total Segment Revenues |
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$ |
171,800 |
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$ |
167,332 |
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$ |
166,458 |
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Segment operating income |
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Fluids systems and engineering |
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$ |
16,630 |
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$ |
20,636 |
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$ |
12,660 |
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Mats and integrated services |
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4,518 |
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1,904 |
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3,707 |
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Environmental services |
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3,232 |
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1,696 |
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2,033 |
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Total Segment Operating Income |
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$ |
24,380 |
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$ |
24,236 |
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$ |
18,400 |
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Segment operating margin |
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Fluids systems and engineering |
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13.3 |
% |
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16.0 |
% |
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11.0 |
% |
Mats and integrated services |
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15.8 |
% |
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8.8 |
% |
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11.0 |
% |
Environmental services |
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18.0 |
% |
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10.3 |
% |
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11.7 |
% |
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Total Segment Operating Margin |
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14.2 |
% |
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14.5 |
% |
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11.1 |
% |
5
Newpark Resources, Inc.
Consolidated Balance Sheets
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March 31, |
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December 31, |
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(In thousands) |
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2007 |
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2006 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
1,007 |
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$ |
13,218 |
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Accounts receivable, net |
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160,928 |
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156,221 |
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Inventories |
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105,203 |
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111,740 |
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Deferred tax asset |
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25,467 |
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22,970 |
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Prepaid expenses and other current assets |
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12,528 |
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13,014 |
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Assets of discontinued operations |
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2,583 |
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2,555 |
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Total current assets |
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307,716 |
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319,718 |
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Property, plant and equipment, net |
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230,687 |
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227,962 |
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Goodwill |
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55,294 |
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55,143 |
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Deferred tax asset |
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5,348 |
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Other intangible assets, net |
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11,258 |
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11,623 |
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Other assets |
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7,455 |
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7,875 |
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$ |
612,410 |
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$ |
627,669 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Foreign bank lines of credit |
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$ |
7,472 |
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$ |
10,938 |
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Current maturities of long-term debt |
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6,452 |
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4,208 |
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Accounts payable |
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40,395 |
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43,859 |
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Accrued liabilities |
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39,058 |
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42,809 |
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Liabilities of discontinued operations |
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94 |
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181 |
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Total current liabilities |
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93,471 |
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101,995 |
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Long-term debt, less current portion |
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181,201 |
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198,186 |
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Deferred tax liability |
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1,337 |
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Other noncurrent liabilities |
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4,428 |
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4,345 |
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Total liabilities |
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280,437 |
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304,526 |
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Common Stock |
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899 |
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897 |
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Paid-in capital |
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446,303 |
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444,763 |
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Accumulated other comprehensive income |
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8,744 |
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7,940 |
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Retained deficit |
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(123,973 |
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(130,457 |
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Total stockholders equity |
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331,973 |
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323,143 |
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$ |
612,410 |
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$ |
627,669 |
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6
Newpark Resources, Inc.
Non-GAAP Earnings Reconciliation
Continuing Operations
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(Unaudited) |
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Quarter Ended March 31, |
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(In thousands, except per share data) |
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2007 |
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2006 |
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Income before taxes |
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$ |
11,667 |
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$ |
10,174 |
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Litigation settlement |
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2,441 |
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Income (adjusted) |
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14,108 |
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10,174 |
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Tax effect |
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5,093 |
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3,639 |
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Income after tax (adjusted) |
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$ |
9,015 |
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$ |
6,535 |
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Diluted shares outstanding |
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90,248 |
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90,131 |
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Non-GAAP earnings per share |
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$ |
0.10 |
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$ |
0.07 |
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# # # #
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