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): February 17, 2011
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) |
Registrant’s 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 February 17, 2011 Newpark Resources, Inc. (the “Company”) issued a press release announcing financial information for the three and twelve months ended December 31, 2010. 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 Company’s earnings for the three and twelve months ended December 31, 2010 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 February 17, 2011. |
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: February 18, 2011
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 February 17, 2011. |
Exhibit 99.1
|
NEWS RELEASE |
|||
| Contacts: | James E. Braun, CFO Newpark Resources, Inc. 281-362-6800 |
|||
FOR IMMEDIATE RELEASE
|
Ken Dennard, Managing Partner | |||
| Dennard Rupp Gray & Lascar, LLC | ||||
| ksdennard@drg-l.com | ||||
| 713-529-6600 |
NEWPARK RESOURCES REPORTS NET INCOME OF $0.15 PER DILUTED
SHARE FOR THE FOURTH QUARTER 2010
SHARE FOR THE FOURTH QUARTER 2010
Company achieves record Operating Income of $78.0 million in 2010
THE WOODLANDS, TX — February 17, 2011 — Newpark Resources, Inc. (NYSE: NR) today announced
results for its fourth quarter and year ended December 31, 2010. Total revenues were $194.5
million for the fourth quarter of 2010 compared to $179.3 million for the third quarter of 2010 and
$135.5 million for the fourth quarter of 2009. Net income for the fourth quarter of 2010 was $14.8
million, or $0.15 per diluted share, compared to net income for the third quarter of 2010 of $8.2
million, or $0.09 per diluted share, and net income for the fourth quarter of 2009 of $16,000, or
break-even on a per share basis.
For the full year 2010, total revenues were $716.0 million compared to $490.3 million for the
full year 2009. Net income for the full year of 2010 was $41.6 million, or $0.46 per diluted
share, compared to a net loss of $20.6 million, or $0.23 per diluted share, for 2009.
Paul Howes, President and Chief Executive Officer of Newpark, stated, “We are extremely
pleased with our strong fourth quarter results, which reflect solid revenue growth in Brazil within
our Drilling Fluids business, along with continued growth in the Northeast within our Mats and
Integrated Services business. Revenues from our Environmental Services business declined in the
quarter due to the expected reductions in waste disposals associated with the Deepwater Horizon oil
spill.
“Looking at our full year, 2010 operating income reached a record $78.0 million, an
outstanding improvement from an operating loss in 2009. This accomplishment reflects the hard work
and dedication of our employees following the challenges of 2009,” added Howes.
SEGMENT RESULTS
The Fluids Systems and Engineering segment generated revenues of $162.8 million in the fourth
quarter of 2010 compared to $148.1 million in the third quarter of 2010 and $113.8 million in the
fourth quarter of 2009. Segment operating income was $16.8 million in the fourth quarter of 2010
compared to $11.8 million in the third quarter of 2010 and $6.7 million in the fourth quarter of
2009. International revenues rose 41% from the third quarter of 2010, driven by a $14.2 million
increase from Brazil. North American revenues were down 1% sequentially in the fourth quarter of
2010 as seasonal improvements in Canada were more than offset by a decline in the Company’s
wholesale barite business. Compared to the fourth quarter of 2009, North American revenues
increased 51%, while international revenues increased 30%. Operating margin in the fourth quarter
of 2010 was 10.3%.
The Mats and Integrated Services segment generated revenues of $20.6 million in the fourth
quarter of 2010 compared to $18.2 million in the third quarter of 2010 and $12.4 million in the
fourth quarter of 2009. Segment operating income was $10.3 million in the fourth quarter of 2010
compared to operating income of $8.6 million in the third quarter of 2010 and $1.2 million in the
fourth quarter of 2009. Revenues for the segment were up 13% from the third quarter of 2010,
driven by a $2.2 million increase in rental activity in the Northeast U.S. region. Compared to the
fourth quarter of 2009, segment revenues were up 66%. Operating margin in the fourth quarter of
2010 was 50.2%.
The Environmental Services segment generated revenues of $11.1 million in the fourth quarter
of 2010 compared to $13.0 million in the third quarter of 2010 and $9.3 million in the fourth
quarter of 2009. Segment operating income was $2.6 million in the fourth quarter of 2010 compared
to operating income of $3.9 million in the third quarter of 2010 and $1.1 million in the fourth
quarter of 2009. The fourth quarter of 2010 includes $3.1 million of revenue from waste disposals
associated with the Deepwater Horizon oil spill compared to $5.4 million in the third quarter of
2010. Operating margin in the fourth quarter of 2010 was 23.4%.
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CONFERENCE CALL
Newpark has scheduled a conference call to discuss the fourth quarter and full year 2010
results, which will be broadcast live over the Internet, on Friday, February 18, 2011 at 10:00 a.m.
Eastern Time / 9:00 a.m. Central Time. To participate in the call, dial 480-629-9771 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 February 25, 2011 and may be accessed by dialing (303) 590-3030 and using
pass code 4398406#. 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 management’s current expectations, estimates and
projections. All statements that address expectations or projections about the future, including
Newpark’s 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, 2009, as well
as others, could cause results to differ materially from those stated. These risk factors include,
but are not limited to, our customer concentration and cyclical nature of our industry, the
availability of raw materials and skilled personnel, our market competition, the cost and continued
availability of borrowed funds, our international operations, legal and regulatory matters,
including environmental regulations, inherent limitations in insurance coverage, potential
impairments of long-lived intangible assets, technological developments in our industry, the impact
of severe weather, particularly in the U.S. Gulf Coast, and restrictions on offshore drilling
activity in the Gulf of Mexico. Newpark’s 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.
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Newpark Resources, Inc.
Consolidated Statements of Operations
Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Year Ended | |||||||||||||||||||
| December 31, | September 30, | December 31, | December 31, | December 31, | ||||||||||||||||
| (In thousands, except per share data) | 2010 | 2010 | 2009 | 2010 | 2009 | |||||||||||||||
Revenues |
$ | 194,526 | $ | 179,278 | $ | 135,530 | $ | 715,954 | $ | 490,275 | ||||||||||
Cost of revenues |
152,879 | 145,224 | 115,182 | 576,920 | 447,624 | |||||||||||||||
Selling, general and administrative
expenses |
16,722 | 16,662 | 15,686 | 64,157 | 61,205 | |||||||||||||||
Other operating expense (income), net |
58 | (2,140 | ) | (476 | ) | (3,127 | ) | (3,229 | ) | |||||||||||
Operating income (loss) |
24,867 | 19,532 | 5,138 | 78,004 | (15,325 | ) | ||||||||||||||
Foreign currency exchange (gain) loss |
(494 | ) | 1,184 | (298 | ) | (1,134 | ) | (1,870 | ) | |||||||||||
Interest expense |
2,613 | 3,278 | 2,723 | 10,267 | 9,334 | |||||||||||||||
Income (loss) from operations before
income taxes |
22,748 | 15,070 | 2,713 | 68,871 | (22,789 | ) | ||||||||||||||
Provision for income taxes |
7,978 | 6,836 | 2,697 | 27,245 | (2,216 | ) | ||||||||||||||
Net income (loss) |
$ | 14,770 | $ | 8,234 | $ | 16 | $ | 41,626 | $ | (20,573 | ) | |||||||||
Income (loss) per common share — basic |
$ | 0.16 | $ | 0.09 | $ | — | $ | 0.47 | $ | (0.23 | ) | |||||||||
Income (loss) per common share — diluted |
$ | 0.15 | $ | 0.09 | $ | — | $ | 0.46 | $ | (0.23 | ) | |||||||||
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Newpark Resources, Inc.
Operating Segment Results
Operating Segment Results
(Unaudited)
| Three Months Ended | ||||||||||||
| December 31, | September 30, | December 31, | ||||||||||
| (In thousands) | 2010 | 2010 | 2009 | |||||||||
Revenues |
||||||||||||
Fluids systems and engineering |
$ | 162,811 | $ | 148,140 | $ | 113,799 | ||||||
Mats and integrated services |
20,610 | 18,186 | 12,397 | |||||||||
Environmental services |
11,105 | 12,952 | 9,334 | |||||||||
Total revenues |
$ | 194,526 | $ | 179,278 | $ | 135,530 | ||||||
Operating income (loss) |
||||||||||||
Fluids systems and engineering |
$ | 16,811 | $ | 11,845 | $ | 6,749 | ||||||
Mats and integrated services |
10,342 | 8,592 | (1) | 1,227 | ||||||||
Environmental services |
2,600 | 3,944 | 1,099 | |||||||||
Corporate office |
(4,886 | ) | (4,849 | ) | (3,937 | ) | ||||||
Total operating income |
$ | 24,867 | $ | 19,532 | $ | 5,138 | ||||||
Segment operating margin |
||||||||||||
Fluids systems and engineering |
10.3 | % | 8.0 | % | 5.9 | % | ||||||
Mats and integrated services |
50.2 | % | 47.2 | % | 9.9 | % | ||||||
Environmental services |
23.4 | % | 30.5 | % | 11.8 | % | ||||||
| (1) | Includes $2.2 million of income reflecting proceeds from the settlement of a lawsuit. |
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Newpark Resources, Inc.
Consolidated Balance Sheets
Consolidated Balance Sheets
(Unaudited)
| December 31, | December 31, | |||||||
| (In thousands, except share data) | 2010 | 2009 | ||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 83,010 | $ | 11,534 | ||||
Receivables, net |
196,799 | 122,386 | ||||||
Inventories |
123,028 | 115,495 | ||||||
Deferred tax asset |
27,654 | 7,457 | ||||||
Prepaid expenses and other current assets |
10,036 | 11,740 | ||||||
Total current assets |
440,527 | 268,612 | ||||||
Property, plant and equipment, net |
212,655 | 224,625 | ||||||
Goodwill |
62,307 | 62,276 | ||||||
Other intangible assets, net |
13,072 | 16,037 | ||||||
Other assets |
8,781 | 13,564 | ||||||
Total assets |
$ | 737,342 | $ | 585,114 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Foreign bank lines of credit |
$ | 1,458 | $ | 6,901 | ||||
Current maturities of long-term debt |
148 | 10,319 | ||||||
Accounts payable |
66,316 | 62,992 | ||||||
Accrued liabilities |
43,234 | 25,290 | ||||||
Total current liabilities |
111,156 | 105,502 | ||||||
Long-term debt, less current portion |
172,987 | 105,810 | ||||||
Deferred tax liability |
31,549 | 2,083 | ||||||
Other noncurrent liabilities |
4,303 | 3,697 | ||||||
Total liabilities |
319,995 | 217,092 | ||||||
Common stock, $0.01 par value, 200,000,000 shares authorized
and 93,143,102 and 91,672,871 shares issued, respectively |
931 | 917 | ||||||
Paid-in capital |
468,503 | 460,544 | ||||||
Accumulated other comprehensive income |
8,581 | 8,635 | ||||||
Retained deficit |
(45,034 | ) | (86,660 | ) | ||||
Treasury stock, at cost; 2,766,912 and 2,727,765 shares, respectively |
(15,634 | ) | (15,414 | ) | ||||
Total stockholders’ equity |
417,347 | 368,022 | ||||||
Total Liabilities and Stockholders’ Equity |
$ | 737,342 | $ | 585,114 | ||||
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Newpark Resources, Inc.
Consolidated Statements of Cash Flows
Consolidated Statements of Cash Flows
(unaudited)
| (In thousands) | 2010 | 2009 | ||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | 41,626 | $ | (20,573 | ) | |||
Adjustments to reconcile net income (loss)
to net cash provided by operations: |
||||||||
Non-cash impairment charges |
225 | 1,166 | ||||||
Depreciation and amortization |
27,010 | 28,138 | ||||||
Stock-based compensation expense |
3,876 | 3,437 | ||||||
Provision for deferred income taxes |
18,030 | (6,916 | ) | |||||
Provision for doubtful accounts |
478 | 2,301 | ||||||
(Gain) loss on sale of assets |
(257 | ) | 233 | |||||
Change in assets and liabilities: |
||||||||
(Increase) decrease in receivables |
(75,829 | ) | 89,340 | |||||
(Increase) decrease in inventories |
(8,085 | ) | 35,182 | |||||
Decrease (increase) in other assets |
1,898 | (800 | ) | |||||
Increase (decrease) in accounts payable |
2,810 | (28,710 | ) | |||||
Increase (decrease) in accrued liabilities and other |
19,694 | (13,979 | ) | |||||
Net cash provided by operating activities |
31,476 | 88,819 | ||||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(12,134 | ) | (18,544 | ) | ||||
Proceeds from sale of property, plant and equipment |
1,585 | 1,400 | ||||||
Net cash used in investing activities |
(10,549 | ) | (17,144 | ) | ||||
Cash flows from financing activities: |
||||||||
Borrowings on lines of credit |
141,497 | 116,000 | ||||||
Payments on lines of credit |
(231,613 | ) | (171,701 | ) | ||||
Principal payments on notes payable and long-term debt |
(30,457 | ) | (10,439 | ) | ||||
Proceeds from senior notes, net of offering costs |
167,756 | — | ||||||
Proceeds from employee stock plans |
3,591 | 143 | ||||||
Purchase of treasury stock |
(153 | ) | (268 | ) | ||||
Net cash provided by (used in) financing activities |
50,621 | (66,265 | ) | |||||
Effect of exchange rate changes on cash |
(72 | ) | (2,128 | ) | ||||
Net increase in cash and cash equivalents |
71,476 | 3,282 | ||||||
Cash and cash equivalents at beginning of year |
11,534 | 8,252 | ||||||
Cash and cash equivalents at end of year |
$ | 83,010 | $ | 11,534 | ||||
###
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