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): April 30, 2009
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 April 30, 2009, Newpark Resources, Inc. (the Company) issued a press release announcing financial information for the quarter ended March 31, 2009. 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 quarter ended March 31, 2009 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 April 30, 2009. |
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: May 1, 2009
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 April 30, 2009. |
NEWS RELEASE |
Contacts: | James E. Braun, CFO | |||
Newpark Resources, Inc. | ||||
281-362-6800 | ||||
Ken Dennard, Managing Partner | ||||
FOR IMMEDIATE RELEASE
|
Dennard Rupp Gray & Easterly, LLC | |||
ksdennard@drg-e.com 713-529-6600 |
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Three Months Ended | ||||||||
(Unaudited) | March 31, | |||||||
(In thousands, except per share data) | 2009 | 2008 | ||||||
Revenues |
$ | 126,938 | $ | 194,736 | ||||
Cost of revenues |
123,512 | 155,120 | ||||||
Gross profit |
3,426 | 39,616 | ||||||
Selling, general and administrative expenses |
16,230 | 19,191 | ||||||
Other income, net |
(25 | ) | (189 | ) | ||||
Operating (loss) income |
(12,779 | ) | 20,614 | |||||
Foreign currency exchange loss |
29 | 296 | ||||||
Interest expense, net |
1,650 | 3,227 | ||||||
(Loss) income from continuing operations before income taxes |
(14,458 | ) | 17,091 | |||||
Provision for income taxes |
(2,454 | ) | 5,695 | |||||
(Loss) income from continuing operations |
(12,004 | ) | 11,396 | |||||
Loss from discontinued operations, net of tax |
| (45 | ) | |||||
Net (loss) income |
$ | (12,004 | ) | $ | 11,351 | |||
Basic weighted average common shares outstanding |
88,323 | 90,099 | ||||||
Diluted weighted average common shares outstanding |
88,323 | 90,332 | ||||||
(Loss) income per common share basic and diluted: |
||||||||
(Loss) income from continuing operations |
$ | (0.14 | ) | $ | 0.13 | |||
Loss from discontinued operations |
| | ||||||
Net (loss) income per common share |
$ | (0.14 | ) | $ | 0.13 | |||
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(Unaudited) | Three Months Ended | |||||||||||
(In thousands) | March 31, 2009 | December 31, 2008 | March 31, 2008 | |||||||||
Revenues |
||||||||||||
Fluids systems and engineering |
$ | 106,588 | $ | 190,968 | $ | 157,216 | ||||||
Mats and integrated services |
8,863 | 20,906 | 21,251 | |||||||||
Environmental services |
11,487 | 15,059 | 16,269 | |||||||||
Total revenues |
$ | 126,938 | $ | 226,933 | $ | 194,736 | ||||||
Operating (loss) income |
||||||||||||
Fluids systems and engineering |
$ | (5,574 | ) | $ | 22,437 | $ | 21,107 | |||||
Mats and integrated services |
(3,414 | ) | (1,752 | ) | 51 | |||||||
Environmental services |
1,157 | 427 | 4,237 | |||||||||
Corporate office |
(4,948 | ) | (6,486 | ) | (4,781 | ) | ||||||
Operating (loss) income |
$ | (12,779 | ) | $ | 14,626 | $ | 20,614 | |||||
Segment operating margin |
||||||||||||
Fluids systems and engineering |
(5.2 | %) | 11.7 | % | 13.4 | % | ||||||
Mats and integrated services |
(38.5 | %) | (8.4 | %) | 0.2 | % | ||||||
Environmental services |
10.1 | % | 2.8 | % | 26.0 | % |
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March 31, | December 31, | |||||||
(In thousands, except share data) | 2009 | 2008 | ||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 9,309 | $ | 8,252 | ||||
Receivables, net |
134,310 | 211,366 | ||||||
Inventories |
142,423 | 149,304 | ||||||
Deferred tax asset |
18,004 | 22,809 | ||||||
Prepaid expenses and other current assets |
9,074 | 11,062 | ||||||
Total current assets |
313,120 | 402,793 | ||||||
Property, plant and equipment, net |
227,710 | 226,627 | ||||||
Goodwill |
59,614 | 60,268 | ||||||
Deferred tax asset, net |
176 | 707 | ||||||
Other intangible assets, net |
18,090 | 18,940 | ||||||
Other assets |
4,011 | 4,344 | ||||||
Total assets |
$ | 622,721 | $ | 713,679 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Foreign bank lines of credit |
$ | 8,775 | $ | 11,302 | ||||
Current maturities of long-term debt |
10,513 | 10,391 | ||||||
Accounts payable |
57,639 | 89,018 | ||||||
Accrued liabilities |
29,002 | 38,946 | ||||||
Total current liabilities |
105,929 | 149,657 | ||||||
Long-term debt, less current portion |
143,967 | 166,461 | ||||||
Deferred tax liability |
7,074 | 15,979 | ||||||
Other noncurrent liabilities |
2,589 | 3,700 | ||||||
Total liabilities |
259,559 | 335,797 | ||||||
Common stock, $0.01 par value, 100,000,000 shares authorized
91,387,536 and 91,139,966 shares issued, respectively |
914 | 911 | ||||||
Paid-in capital |
457,540 | 457,012 | ||||||
Accumulated other comprehensive (loss) income |
(1,749 | ) | 1,296 | |||||
Retained deficit |
(78,091 | ) | (66,087 | ) | ||||
Treasury stock, at cost; 2,730,503 and 2,646,409 shares, respectively |
(15,452 | ) | (15,250 | ) | ||||
Total stockholders equity |
363,162 | 377,882 | ||||||
Total liabilities and stockholders equity |
$ | 622,721 | $ | 713,679 | ||||
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Three Months Ended | ||||||||
(Unaudited) | March 31, | |||||||
(In thousands) | 2009 | 2008 | ||||||
Cash flows from operating activities: |
||||||||
Net (loss) income |
$ | (12,004 | ) | $ | 11,351 | |||
Adjustments to reconcile net income (loss) to net cash
provided by operations: |
||||||||
Net loss from discontinued operations |
| 45 | ||||||
Depreciation and amortization |
6,927 | 7,024 | ||||||
Stock-based compensation expense |
427 | 1,656 | ||||||
Provision for deferred income taxes |
(3,596 | ) | 4,808 | |||||
Provision for doubtful accounts |
587 | 660 | ||||||
Gain on sale of assets |
(224 | ) | (16 | ) | ||||
Change in assets and liabilities: |
||||||||
Decrease (increase) in receivables |
74,374 | (27,024 | ) | |||||
Decrease (increase) in inventories |
5,520 | (11,271 | ) | |||||
Decrease in other assets |
2,543 | 1,840 | ||||||
Decrease in accounts payable |
(30,958 | ) | (540 | ) | ||||
(Decrease) increase in accrued liabilities and other |
(10,558 | ) | 1,961 | |||||
Net operating activities of continuing operations |
33,038 | (9,506 | ) | |||||
Net operating activities of discontinued operations |
| 1,978 | ||||||
Net cash provided by (used in) operating activities |
33,038 | (7,528 | ) | |||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(7,540 | ) | (5,809 | ) | ||||
Proceeds from sale of property, plant and equipment |
533 | 16 | ||||||
Net cash used in investing activities |
(7,007 | ) | (5,793 | ) | ||||
Cash flows from financing activities: |
||||||||
Net (payments) borrowings on lines of credit |
(24,957 | ) | 22,401 | |||||
Principal payments on notes payable and long-term debt |
(96 | ) | (592 | ) | ||||
Long-term borrowings |
740 | | ||||||
Proceeds from employee stock plans |
103 | | ||||||
Purchase of treasury stock |
(202 | ) | (3,197 | ) | ||||
Net financing activities of continuing operations |
(24,412 | ) | 18,612 | |||||
Net financing activities of discontinued operations |
| (52 | ) | |||||
Net cash (used in) provided by financing activities |
(24,412 | ) | 18,560 | |||||
Effect of exchange rate changes on cash |
(562 | ) | (2,230 | ) | ||||
Net increase (decrease) in cash and cash equivalents |
1,057 | 3,009 | ||||||
Cash and cash equivalents at beginning of period |
8,252 | 5,741 | ||||||
Cash and cash equivalents at end of period |
$ | 9,309 | $ | 8,750 | ||||
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