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 16, 2012
| 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, including 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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 16, 2012, Newpark Resources, Inc. (the “Company”) issued a press release announcing financial information for the three and twelve months ended December 31, 2011. 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, 2011 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 8.01 | Other Events |
In the press release, the Company also announced that the Company’s Board of Directors had approved a new stock repurchase program for up to $50 million of the Company’s common stock. Purchases under the new program will be funded with a combination of cash generated from operations and borrowings under the Company’s revolving credit facility. Share repurchases will be made periodically in open-market transactions or privately negotiated transactions and are subject to market conditions, legal requirements and other factors. The stock repurchase program does not require Newpark to purchase any specific number of shares and the timing, volume and nature of stock repurchases will be at the discretion of management. Additionally, the Company’s management has been authorized to establish trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934 as part of the repurchase program. The information concerning the stock repurchase program contained in the press release attached to this Current Report on Form 8-K as Exhibit 99.1 is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Newpark Resources, Inc. on February 16, 2012. | |
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 17, 2012 | By: | /s/ Gregg S. Piontek | ||||
| Gregg S. Piontek, 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 16, 2012. | |
Exhibit 99.1
|
NEWS RELEASE | |||||||
| Contacts: | Gregg Piontek, VP & CFO | |||||||
| Newpark Resources, Inc. | ||||||||
| 281-362-6800 | ||||||||
| FOR IMMEDIATE RELEASE | Ken Dennard, Managing Partner | |||||||
| Karen Roan, SVP | ||||||||
| Dennard Rupp Gray & Lascar, LLC | ||||||||
| 713-529-6600 | ||||||||
NEWPARK RESOURCES REPORTS NET INCOME OF
$0.22 PER DILUTED SHARE FOR THE FOURTH QUARTER 2011
Company announces share repurchase program
THE WOODLANDS, TX – February 16, 2012 – Newpark Resources, Inc. (NYSE: NR) today announced results for its fourth quarter ended December 31, 2011. Total revenues were $263.5 million for the fourth quarter of 2011 compared to $261.2 million for the third quarter of 2011 and $194.5 million for the fourth quarter of 2010. Net income for the fourth quarter of 2011 was $21.9 million, or $0.22 per diluted share, compared to net income for the third quarter of 2011 of $23.0 million, or $0.23 per diluted share, and net income for the fourth quarter of 2010 of $14.8 million, or $0.15 per diluted share.
For the full year 2011, total revenues were $958.2 million compared to $716.0 million for 2010. Net income for 2011 was $80.0 million, or $0.80 per diluted share, compared to net income of $41.6 million, or $0.46 per diluted share, in 2010.
The fourth quarter 2011 results included a $1.6 million ($1.1 million after-tax) increase in spending for supplemental resources, employee training, and I.T. system support, following an October 2011 ERP system conversion in the U.S. operations, along with a $0.7 million ($0.5 million after-tax) non-cash charge for the write-off of an abandoned disposal well in the Environmental Services segment. In addition, the full year 2011 tax rate declined to 35.0%, resulting in a 30.4% tax rate for the fourth quarter of 2011.
Paul Howes, Newpark’s President and Chief Executive Officer, stated, “We are pleased to report a solid fourth quarter and record results for 2011. Growth in our Fluids Systems and Engineering segment was driven by an exceptionally strong performance in our Canadian operations, reflecting continued market share gains, and a seasonal increase in market activity. Meanwhile, our
EvolutionTM drilling fluid system continues to gain traction, with revenues increasing to $22 million from $17 million in the prior quarter. In the Mats & Integrated Services segment, we completed the re-deployment of our U.S. mat rental fleet during the fourth quarter, which provides greater diversification within this business.
“Looking at our full year results, we achieved record levels in terms of total revenues, operating income and earnings per share. We are extremely pleased with our 2011 accomplishments, which reflect the hard work and dedication of our employees,” concluded Howes.
SEGMENT RESULTS
The Fluids Systems and Engineering segment generated revenues of $221.1 million in the fourth quarter of 2011 compared to $216.2 million in the third quarter of 2011 and $162.8 million in the fourth quarter of 2010. North American revenues increased 4% sequentially in the fourth quarter of 2011, driven by a 75% improvement in Canada, while U.S. revenues were down 3%, primarily due to softness in the Company’s completion services and equipment rental business. Compared to the fourth quarter of 2010, North American revenues increased 52%. International revenues decreased by 2% sequentially, but increased 5% from the fourth quarter of 2010. Segment operating income was $25.0 million (11.3% margin) in the fourth quarter of 2011, which included the elevated costs associated with the ERP system conversion described above, compared to $25.6 million (11.9% margin) in the third quarter of 2011 and $16.8 million (10.3% margin) in the fourth quarter of 2010.
The Mats and Integrated Services segment generated revenues of $29.4 million in the fourth quarter of 2011 compared to $30.2 million in the third quarter of 2011 and $20.6 million in the fourth quarter of 2010. The 3% sequential decrease in revenues was driven by a $2.3 million decline in composite mat sales, after achieving a record sales level in the third quarter. Revenues from mat rentals and related services increased by $1.5 million sequentially, as a $4.0 million decline in rental revenues in the Northeast, was more than offset by increased mat rentals and service revenues in other regions. Compared to the fourth quarter of 2010, segment revenues were up 43%. Segment operating income was $11.7 million (39.7% margin) in the fourth quarter of 2011 compared to operating income of $14.5 million (48.1% margin) in the third quarter of 2011 and $10.3 million (50.2% margin) in the fourth quarter of 2010.
The Environmental Services segment generated revenues of $13.0 million in the fourth quarter of 2011 compared to $14.9 million in the third quarter of 2011 and $11.1 million in the fourth quarter of 2010. The third quarter of 2011 benefitted from $2.2 million of revenues from a few large
2
disposal projects, contributing to the sequential decrease in revenues. Compared to the fourth quarter of 2010, segment revenues were up 17%. Segment operating income was $2.4 million (18.1% margin) in the fourth quarter of 2011, which included a $0.7 million non-cash charge for the abandonment of a disposal well asset, compared to operating income of $5.0 million (33.4 % margin) in the third quarter of 2011 and $2.6 million (23.4% margin) in the fourth quarter of 2010.
BALANCE SHEET AND LIQUIDITY
Cash balances declined by $37.7 million during the fourth quarter of 2011, while borrowings under Newpark’s revolving credit facility increased by $17.0 million. The drawdown of cash and borrowing was required to fund an increase in receivables during the quarter, including a $40.0 million increase, resulting from the fourth quarter ERP system conversion described above. Following the system conversion, inherent process inefficiencies associated with the change in systems and business processes resulted in a short-term slow-down in customer invoicing, resulting in the elevated receivables balance as of December 31, 2011.
SHARE REPURCHASE PROGRAM
The Company announced that the Board of Directors has approved a share repurchase program that authorizes the Company to purchase up to $50 million of its outstanding shares of Newpark common stock. These purchases will be funded with a combination of cash generated from operations and borrowings under the Company’s revolving credit facility, and the repurchase program has no specific term. The Company may repurchase shares in the open market or as otherwise determined by management, subject to market conditions, business opportunities and other factors. The Company’s management has been authorized to establish trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, which the Company intends to establish as soon as practicable, as part of the share repurchase program.
CONFERENCE CALL
Newpark has scheduled a conference call to discuss fourth quarter 2011 results, which will be broadcast live over the Internet, on Friday, February 17, 2012 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 24, 2012 and may be accessed by dialing (303) 590-3030 and using pass code 4503222#. Also, an archive of the webcast will be available shortly after the call at www.newpark.com for 90 days.
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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, 2010, as well as others, could cause results to differ materially from those stated. These risk factors include, but are not limited to, our ability to successfully integrate the business acquired from Rheochem and to realize the anticipated benefits from the acquisition, the impact of restrictions on offshore drilling activity in the Gulf of Mexico, 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, and the impact of severe weather, particularly in the U.S. Gulf Coast. 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.
4
Newpark Resources, Inc.
Consolidated Statements of Operations
(unaudited)
| Three Months Ended | Year Ended | |||||||||||||||||||
| December 31, | September 30, | December 31, | December 31, | December 31, | ||||||||||||||||
| 2011 | 2011 | 2010 | 2011 | 2010 | ||||||||||||||||
| Revenues |
$ | 263,514 | $ | 261,193 | $ | 194,526 | $ | 958,180 | $ | 715,954 | ||||||||||
| Cost of revenues |
204,991 | 201,272 | 152,879 | 744,176 | 576,920 | |||||||||||||||
| Selling, general and administrative expenses |
23,902 | 20,802 | 16,722 | 81,672 | 64,157 | |||||||||||||||
| Other operating income, net |
580 | (60 | ) | 58 | (432 | ) | (3,127 | ) | ||||||||||||
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| Operating income (loss) |
34,041 | 39,179 | 24,867 | 132,764 | 78,004 | |||||||||||||||
| Foreign currency exchange loss (gain) |
182 | 485 | (494 | ) | 522 | (1,134 | ) | |||||||||||||
| Interest expense, net |
2,405 | 2,464 | 2,613 | 9,226 | 10,267 | |||||||||||||||
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| Income from operations before income taxes |
31,454 | 36,230 | 22,748 | 123,016 | 68,871 | |||||||||||||||
| Provision for income taxes |
9,568 | 13,233 | 7,978 | 42,999 | 27,245 | |||||||||||||||
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| Net income (loss) |
$ | 21,886 | $ | 22,997 | $ | 14,770 | $ | 80,017 | $ | 41,626 | ||||||||||
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| Income (loss) per common share—basic: |
$ | 0.24 | $ | 0.25 | $ | 0.16 | $ | 0.89 | $ | 0.47 | ||||||||||
| Income (loss) per common share—diluted: |
$ | 0.22 | $ | 0.23 | $ | 0.15 | $ | 0.80 | $ | 0.46 | ||||||||||
| Calculation of Diluted EPS: |
||||||||||||||||||||
| Net income |
$ | 21,886 | $ | 22,997 | $ | 14,770 | $ | 80,017 | $ | 41,626 | ||||||||||
| Assumed conversion of Senior Notes |
1,356 | 1,236 | 1,223 | 4,969 | 1,138 | |||||||||||||||
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| Adjusted net income |
$ | 23,242 | $ | 24,233 | $ | 15,993 | $ | 84,986 | $ | 42,764 | ||||||||||
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| Weighted average number of common shares outstanding-basic |
90,454 | 90,212 | 89,594 | 90,022 | 89,103 | |||||||||||||||
| Add: Dilutive effect of stock options and restricted stock awards |
1,026 | 1,025 | 730 | 965 | 790 | |||||||||||||||
| Dilutive effect of Senior Notes |
15,682 | 15,682 | 15,170 | 15,682 | 3,824 | |||||||||||||||
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| Diluted weighted average number of common shares outstanding |
107,162 | 106,919 | 105,494 | 106,669 | 93,717 | |||||||||||||||
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| Income per common share—diluted |
$ | 0.22 | $ | 0.23 | $ | 0.15 | $ | 0.80 | $ | 0.46 | ||||||||||
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5
Newpark Resources, Inc.
Operating Segment Results
(Unaudited)
| Three Months Ended | ||||||||||||
| December 31, | September 30, | December 31, | ||||||||||
| (In thousands) |
2011 | 2011 | 2010 | |||||||||
| Revenues |
||||||||||||
| Fluids systems and engineering |
$ | 221,125 | $ | 216,160 | $ | 162,811 | ||||||
| Mats and integrated services |
29,376 | 30,179 | 20,610 | |||||||||
| Environmental services |
13,013 | 14,854 | 11,105 | |||||||||
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| Total revenues |
$ | 263,514 | $ | 261,193 | $ | 194,526 | ||||||
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| Operating income (loss) |
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| Fluids systems and engineering |
$ | 25,044 | $ | 25,648 | $ | 16,811 | ||||||
| Mats and integrated services |
11,655 | 14,509 | 10,342 | |||||||||
| Environmental services |
2,351 | (1) | 4,958 | 2,600 | ||||||||
| Corporate office |
(5,009 | ) | (5,936 | ) | (4,886 | ) | ||||||
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| Total operating income |
$ | 34,041 | $ | 39,179 | $ | 24,867 | ||||||
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| Segment operating margin |
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| Fluids systems and engineering |
11.3 | % | 11.9 | % | 10.3 | % | ||||||
| Mats and integrated services |
39.7 | % | 48.1 | % | 50.2 | % | ||||||
| Environmental services |
18.1 | % | 33.4 | % | 23.4 | % | ||||||
| (1) | Includes $0.7 million non-cash charge for the abandonment of disposal well asset. |
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Newpark Resources, Inc.
Consolidated Balance Sheets
(Unaudited)
| December 31, | December 31, | |||||||
| (In thousands, except share data ) |
2011 | 2010 | ||||||
| ASSETS |
||||||||
| Cash and cash equivalents |
$ | 25,247 | $ | 83,010 | ||||
| Receivables, net |
328,590 | 196,799 | ||||||
| Inventories |
175,929 | 123,028 | ||||||
| Deferred tax asset |
13,224 | 27,654 | ||||||
| Prepaid expenses and other current assets |
10,828 | 10,036 | ||||||
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| Total current assets |
553,818 | 440,527 | ||||||
| Property, plant and equipment, net |
231,055 | 212,655 | ||||||
| Goodwill |
71,970 | 62,307 | ||||||
| Other intangible assets, net |
20,850 | 13,072 | ||||||
| Other assets |
9,144 | 8,781 | ||||||
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| Total assets |
$ | 886,837 | $ | 737,342 | ||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY |
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| Short-term debt |
$ | 2,232 | $ | 1,606 | ||||
| Accounts payable |
97,168 | 66,316 | ||||||
| Accrued liabilities |
47,443 | 43,234 | ||||||
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| Total current liabilities |
146,843 | 111,156 | ||||||
| Long-term debt, less current portion |
189,876 | 172,987 | ||||||
| Deferred tax liability |
46,844 | 31,549 | ||||||
| Other noncurrent liabilities |
5,428 | 4,303 | ||||||
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| Total liabilities |
388,991 | 319,995 | ||||||
| Common stock, $0.01 par value, 200,000,000 shares authorized and 94,497,526 and 93,143,102 shares issued, respectively |
945 | 931 | ||||||
| Paid-in capital |
477,204 | 468,503 | ||||||
| Accumulated other comprehensive income |
789 | 8,581 | ||||||
| Retained earnings (deficit) |
34,983 | (45,034 | ) | |||||
| Treasury stock, at cost; 2,803,987 and 2,766,912 shares, respectively |
(16,075 | ) | (15,634 | ) | ||||
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| Total stockholders’ equity |
497,846 | 417,347 | ||||||
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| Total liabilities and stockholders’ equity |
$ | 886,837 | $ | 737,342 | ||||
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7
Newpark Resources, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| (In thousands) |
2011 | 2010 | ||||||
| Cash flows from operating activities: |
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| Net income |
$ | 80,017 | $ | 41,626 | ||||
| Adjustments to reconcile net income to net cash provided by operations: |
||||||||
| Impairment charges |
— | 225 | ||||||
| Depreciation and amortization |
28,971 | 27,010 | ||||||
| Stock-based compensation expense |
4,535 | 3,876 | ||||||
| Provision for deferred income taxes |
26,623 | 18,030 | ||||||
| Net provision for doubtful accounts |
2,400 | 478 | ||||||
| Loss (gain) on sale of assets |
630 | (257 | ) | |||||
| Change in assets and liabilities: |
||||||||
| Increase in receivables |
(135,303 | ) | (75,829 | ) | ||||
| Increase in inventories |
(48,129 | ) | (8,085 | ) | ||||
| (Increase) decrease in other assets |
(434 | ) | 1,898 | |||||
| Increase in accounts payable |
30,425 | 2,810 | ||||||
| (Decrease) increase in accrued liabilities and other |
(3,293 | ) | 19,694 | |||||
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| Net cash (used in) provided by operating activities |
(13,558 | ) | 31,476 | |||||
| Cash flows from investing activities: |
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| Capital expenditures |
(36,897 | ) | (12,134 | ) | ||||
| Proceeds from sale of property, plant and equipment |
522 | 1,585 | ||||||
| Business acquisition, net of cash acquired |
(26,775 | ) | — | |||||
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| Net cash used in investing activities |
(63,150 | ) | (10,549 | ) | ||||
| Cash flows from financing activities: |
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| Borrowings on lines of credit |
27,619 | 141,497 | ||||||
| Payments on lines of credit |
(9,951 | ) | (231,613 | ) | ||||
| Principal payments on notes payable and long-term debt |
(219 | ) | (30,457 | ) | ||||
| Proceeds from senior notes, net of offering costs |
— | 167,756 | ||||||
| Proceeds from employee stock plans |
3,588 | 3,591 | ||||||
| Post-closing payment for business acquisition |
(2,055 | ) | — | |||||
| Purchase of treasury stock |
(644 | ) | (153 | ) | ||||
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| Net cash provided by financing activities |
18,338 | 50,621 | ||||||
| Effect of exchange rate changes on cash |
607 | (72 | ) | |||||
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| Net (decrease) increase in cash and cash equivalents |
(57,763 | ) | 71,476 | |||||
| Cash and cash equivalents at beginning of year |
83,010 | 11,534 | ||||||
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| Cash and cash equivalents at end of year |
$ | 25,247 | $ | 83,010 | ||||
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