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): October 30, 2008
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-2960 | 72-1123385 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2700 Research Forest Drive, Suite 100 The Woodlands, TX |
77381 | |
(Address of Principal Executive Offices) | (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 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On October 30, 2008, Newpark Resources, Inc. (the Company) issued a press release announcing financial information for the three and nine months ended September 30, 2008. 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 Item 2.02 of this Current Report on Form 8-K and the information in the exhibit attached hereto announcing the Companys earnings for the three and nine months ended September 30, 2008 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 except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |
99.1
|
Press release issued by Newpark Resources, Inc. on October 30, 2008. |
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.
NEWPARK RESOURCES, INC.
Dated: October 31, 2008
By: /s/ James E. Braun
James E. Braun, Vice President and
Chief Financial Officer
(Principal Financial Officer)
EXHIBIT INDEX
Exhibit No. | Description | |
99.1
|
Press release issued by Newpark Resources, Inc. on October 30, 2008. |
NEWS RELEASE |
Contacts: | James E. Braun, CFO | |||
Newpark Resources, Inc. | ||||
281-362-6800 | ||||
Ken Dennard, Managing Partner | ||||
Dennard Rupp Gray & Easterly, LLC | ||||
ksdennard@drg-e.com | ||||
713-529-6600 |
2
3
Three Months | Nine Months | |||||||||||||||
(Unaudited) | Ended September 30, | Ended September 30, | ||||||||||||||
(In thousands, except per share data) | 2008 | 2007 | 2008 | 2007 | ||||||||||||
Revenues |
$ | 211,568 | $ | 153,778 | $ | 584,067 | $ | 453,024 | ||||||||
Cost of revenues |
184,836 | 133,756 | 515,656 | 393,176 | ||||||||||||
26,732 | 20,022 | 68,411 | 59,848 | |||||||||||||
General and administrative expenses |
6,816 | 4,567 | 16,593 | 17,833 | ||||||||||||
Operating income |
19,916 | 15,455 | 51,818 | 42,015 | ||||||||||||
Foreign currency exchange loss (gain) |
36 | (57 | ) | 133 | (279 | ) | ||||||||||
Interest expense, net |
2,499 | 3,950 | 8,375 | 12,182 | ||||||||||||
Income from continuing operations before
income taxes |
17,381 | 11,562 | 43,310 | 30,112 | ||||||||||||
Provision for income taxes |
5,714 | 3,950 | 14,301 | 10,586 | ||||||||||||
Income from continuing operations |
11,667 | 7,612 | 29,009 | 19,526 | ||||||||||||
(Loss) income from discontinued operations,
net of tax |
(1,249 | ) | (229 | ) | 2,762 | 2,563 | ||||||||||
Loss from disposal of discontinued operations,
net of tax |
| | | (2,173 | ) | |||||||||||
Net income |
$ | 10,418 | $ | 7,383 | $ | 31,771 | $ | 19,916 | ||||||||
Basic weighted average common shares outstanding |
88,682 | 90,085 | 89,227 | 89,965 | ||||||||||||
Diluted weighted average common shares outstanding |
89,109 | 90,542 | 89,569 | 90,503 | ||||||||||||
Income per common share (basic and diluted): |
||||||||||||||||
Income from continuing operations |
$ | 0.13 | $ | 0.08 | $ | 0.32 | $ | 0.22 | ||||||||
(Loss) income from discontinued operations |
(0.01 | ) | | 0.03 | | |||||||||||
Net income per common share |
$ | 0.12 | $ | 0.08 | $ | 0.35 | $ | 0.22 | ||||||||
4
(Unaudited) | Three Months Ended | |||||||||||
(In thousands) | September 30, 2008 | June 30, 2008 | September 30, 2007 | |||||||||
Segment revenues |
||||||||||||
Fluids systems and engineering |
$ | 188,975 | $ | 169,128 | $ | 129,986 | ||||||
Mats and integrated services |
22,593 | 24,904 | 23,792 | |||||||||
Total segment revenues |
$ | 211,568 | $ | 194,032 | $ | 153,778 | ||||||
Segment operating income |
||||||||||||
Fluids systems and engineering |
$ | 25,601 | $ | 18,104 | $ | 15,467 | ||||||
Mats and integrated services |
1,131 | 2,417 | 4,555 | |||||||||
Total segment operating income |
$ | 26,732 | $ | 20,521 | $ | 20,022 | ||||||
Segment operating margin |
||||||||||||
Fluids systems and engineering |
13.5 | % | 10.7 | % | 11.9 | % | ||||||
Mats and integrated services |
5.0 | % | 9.7 | % | 19.1 | % | ||||||
Total segment operating margin |
12.6 | % | 10.6 | % | 13.0 | % | ||||||
5
September 30, | December 31, | |||||||
(In thousands, except share data) | 2008 | 2007 | ||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 10,888 | $ | 5,741 | ||||
Receivables, net |
186,628 | 141,949 | ||||||
Inventories |
121,226 | 120,202 | ||||||
Deferred tax asset |
23,359 | 28,439 | ||||||
Prepaid expenses and other current assets |
13,586 | 12,131 | ||||||
Assets of discontinued operations |
80,556 | 86,628 | ||||||
Total current assets |
436,243 | 395,090 | ||||||
Property, plant and equipment, net |
165,183 | 159,094 | ||||||
Goodwill |
61,913 | 62,616 | ||||||
Deferred tax asset, net |
383 | 408 | ||||||
Other intangible assets, net |
16,425 | 18,474 | ||||||
Other assets |
4,471 | 6,097 | ||||||
Total assets |
$ | 684,618 | $ | 641,779 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Foreign bank lines of credit |
$ | 9,234 | $ | 7,297 | ||||
Current maturities of long-term debt |
10,397 | 11,565 | ||||||
Accounts payable |
71,269 | 62,505 | ||||||
Accrued liabilities |
31,787 | 20,367 | ||||||
Liabilities of discontinued operations |
14,022 | 10,456 | ||||||
Total current liabilities |
136,709 | 112,190 | ||||||
Long-term debt, less current portion |
153,635 | 158,616 | ||||||
Deferred tax liability |
10,977 | 5,923 | ||||||
Other noncurrent liabilities |
3,697 | 4,386 | ||||||
Total liabilities |
305,018 | 281,115 | ||||||
Common Stock, $0.01 par value, 100,000,000 shares authorized
91,064,717 and 90,215,715 shares issued, respectively |
910 | 902 | ||||||
Paid-in capital |
455,856 | 450,319 | ||||||
Accumulated other comprehensive income |
10,701 | 13,988 | ||||||
Retained deficit |
(72,774 | ) | (104,545 | ) | ||||
Less treasury stock, at cost; 2,618,195 shares |
(15,093 | ) | | |||||
Total stockholders equity |
379,600 | 360,664 | ||||||
Total Liabilities and Stockholders Equity |
$ | 684,618 | $ | 641,779 | ||||
6
Nine Months Ended | ||||||||
September 30, | ||||||||
(In thousands) | 2008 | 2007 | ||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 31,771 | $ | 19,916 | ||||
Adjustments to reconcile net income to net cash provided
by operations: |
||||||||
Net income from discontinued operations |
(2,762 | ) | (2,563 | ) | ||||
Net loss on disposal of discontinued operations |
| 2,173 | ||||||
Depreciation and amortization |
18,283 | 14,835 | ||||||
Stock-based compensation expense |
4,034 | 2,270 | ||||||
Provision for deferred income taxes |
10,130 | 8,385 | ||||||
Provision for doubtful accounts |
1,752 | 530 | ||||||
(Gain) loss on sale of assets |
(345 | ) | 193 | |||||
Change in assets and liabilities: |
||||||||
(Increase) decrease in receivables |
(49,170 | ) | 3,872 | |||||
Increase in inventories |
(7,038 | ) | (1,340 | ) | ||||
Increase in other assets |
(3,871 | ) | (3,994 | ) | ||||
Increase in accounts payable |
9,635 | 7,606 | ||||||
Increase (decrease) in accrued liabilities and other |
10,901 | (4,099 | ) | |||||
Net operating activities of continuing operations |
23,320 | 47,784 | ||||||
Net operating activities of discontinued operations |
13,899 | 15,018 | ||||||
Net cash provided by operating activities |
37,219 | 62,802 | ||||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(16,621 | ) | (13,227 | ) | ||||
Proceeds from sale of property, plant and equipment |
522 | 888 | ||||||
Business acquisitions |
| (21,919 | ) | |||||
Net investing activities of continuing operations |
(16,099 | ) | (34,258 | ) | ||||
Net investing activities of discontinued operations |
(551 | ) | 153 | |||||
Net cash used in investing activities |
(16,650 | ) | (34,105 | ) | ||||
Cash flows from financing activities: |
||||||||
Net payments on lines of credit |
(1,625 | ) | (15,766 | ) | ||||
Principal payments on notes payable and long-term debt |
(2,116 | ) | (20,806 | ) | ||||
Proceeds from exercise of stock options and ESPP |
1,897 | 2,016 | ||||||
Purchase of treasury stock |
(15,093 | ) | | |||||
Net financing activities of continuing operations |
(16,937 | ) | (34,556 | ) | ||||
Net financing activities of discontinued operations |
(63 | ) | (45 | ) | ||||
Net cash used in financing activities |
(17,000 | ) | (34,601 | ) | ||||
Effect of exchange rate changes |
1,578 | 580 | ||||||
Net increase (decrease) in cash and cash equivalents |
5,147 | (5,324 | ) | |||||
Cash and cash equivalents at beginning of year |
5,741 | 12,736 | ||||||
Cash and cash equivalents at end of year |
$ | 10,888 | $ | 7,412 | ||||
7