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 18, 2010
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 February 18, 2010 Newpark Resources, Inc. (the Company) issued a press release announcing financial information for the three and twelve months ended December 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 three and twelve months ended December 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 February 18, 2010. |
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 19, 2010 | 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 18, 2010. |
NEWS RELEASE |
Contacts: | James E. Braun, CFO Newpark Resources, Inc. 281-362-6800 |
|||
FOR IMMEDIATE RELEASE
|
Ken Dennard, Managing Partner Dennard Rupp Gray & Easterly, LLC ksdennard@drg-e.com 713-529-6600 |
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Three Months Ended | Year Ended | |||||||||||||||||||
(Unaudited) | December 31, | September 30, | December 31, | December 31, | December 31, | |||||||||||||||
(In thousands, except per share data) | 2009 | 2009 | 2008 | 2009 | 2008 | |||||||||||||||
Revenues |
$ | 135,530 | $ | 118,208 | $ | 226,933 | $ | 490,275 | $ | 858,350 | ||||||||||
Cost of revenues |
115,182 | 103,985 | 188,735 | 447,624 | 703,430 | |||||||||||||||
Selling, general and
administrative expenses |
15,686 | 14,676 | 21,200 | 61,205 | 81,394 | |||||||||||||||
Other (income) expense, net |
(476 | ) | (2,691 | ) | 2,372 | (3,229 | ) | 2,030 | ||||||||||||
Operating income (loss) |
5,138 | 2,238 | 14,626 | (15,325 | ) | 71,496 | ||||||||||||||
Foreign currency exchange (gain)
loss |
(298 | ) | (1,011 | ) | 1,136 | (1,870 | ) | 1,269 | ||||||||||||
Interest expense |
2,723 | 3,361 | 2,506 | 9,334 | 10,881 | |||||||||||||||
Income (loss) from continuing
operations before income taxes |
2,713 | (112 | ) | 10,984 | (22,789 | ) | 59,346 | |||||||||||||
Provision for income taxes |
2,697 | (314 | ) | 3,755 | (2,216 | ) | 20,046 | |||||||||||||
Income (loss) from continuing
operations |
16 | 202 | 7,229 | (20,573 | ) | 39,300 | ||||||||||||||
Loss from discontinued
operations, net of tax |
| | (542 | ) | | (842 | ) | |||||||||||||
Net income (loss) |
$ | 16 | $ | 202 | $ | 6,687 | $ | (20,573 | ) | $ | 38,458 | |||||||||
Basic weighted average common shares
outstanding |
88,598 | 88,544 | 88,199 | 88,500 | 88,987 | |||||||||||||||
Diluted weighted average common
shares outstanding |
88,704 | 88,655 | 88,239 | 88,500 | 89,219 | |||||||||||||||
Income (loss) per common share
(basic and diluted): |
||||||||||||||||||||
Income (loss) from continuing
operations |
$ | | $ | | $ | 0.08 | $ | (0.23 | ) | $ | 0.44 | |||||||||
Loss from discontinued operations |
| | | | (0.01 | ) | ||||||||||||||
Net income (loss) per common share |
$ | | $ | | $ | 0.08 | $ | (0.23 | ) | $ | 0.43 | |||||||||
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Three Months Ended | ||||||||||||
(Unaudited) (In thousands) |
December 31, 2009 |
September 30, 2009 |
December 31, 2008 |
|||||||||
Revenues |
||||||||||||
Fluids systems and engineering |
$ | 113,799 | $ | 99,421 | $ | 190,968 | ||||||
Mats and integrated services |
12,397 | 7,578 | 20,906 | |||||||||
Environmental services |
9,334 | 11,209 | 15,059 | |||||||||
Total revenues |
$ | 135,530 | $ | 118,208 | $ | 226,933 | ||||||
Operating income (loss) |
||||||||||||
Fluids systems and engineering |
$ | 6,749 | $ | 2,541 | $ | 22,437 | ||||||
Mats and integrated services |
1,227 | (879 | ) | (1,752 | ) | |||||||
Environmental services |
1,099 | 4,070 | (1) | 427 | (2) | |||||||
Corporate office |
(3,937 | ) | (3,494 | ) | (6,486 | )(3) | ||||||
Total operating
income (loss) |
$ | 5,138 | $ | 2,238 | $ | 14,626 | ||||||
Segment operating margin |
||||||||||||
Fluids systems and engineering |
5.9 | % | 2.6 | % | 11.7 | % | ||||||
Mats and integrated services |
9.9 | % | (11.6 | %) | (8.4 | %) | ||||||
Environmental services |
11.8 | % | 36.3 | % | 2.8 | % |
(1) | Includes $2.3 million of income reflecting proceeds from the settlement of business
interruption insurance claims. |
|
(2) | Includes $2.6 million of charges for asset write-offs following the abandoned sale of the
business unit. |
|
(3) | Includes $2.0 million of legal costs associated with the abandoned sale of the Environmental
Services business and the final resolution of a lawsuit with the Companys former Chief Executive Officer. |
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(Unaudited) | December 31, | December 31, | ||||||
(In thousands, except share data) | 2009 | 2008 | ||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 11,534 | $ | 8,252 | ||||
Receivables, net |
122,386 | 211,366 | ||||||
Inventories |
115,495 | 149,304 | ||||||
Deferred tax asset |
7,457 | 22,809 | ||||||
Prepaid expenses and other current assets |
11,740 | 11,062 | ||||||
Total current assets |
268,612 | 402,793 | ||||||
Property, plant and equipment, net |
224,625 | 226,627 | ||||||
Goodwill |
62,276 | 60,268 | ||||||
Other intangible assets, net |
16,037 | 18,940 | ||||||
Other assets |
13,564 | 5,051 | ||||||
Total assets |
$ | 585,114 | $ | 713,679 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Foreign bank lines of credit |
$ | 6,901 | $ | 11,302 | ||||
Current maturities of long-term debt |
10,319 | 10,391 | ||||||
Accounts payable |
62,992 | 89,018 | ||||||
Accrued liabilities |
25,290 | 38,946 | ||||||
Total current liabilities |
105,502 | 149,657 | ||||||
Long-term debt, less current portion |
105,810 | 166,461 | ||||||
Deferred tax liability |
2,083 | 15,979 | ||||||
Other noncurrent liabilities |
3,697 | 3,700 | ||||||
Total liabilities |
217,092 | 335,797 | ||||||
Common stock, $0.01 par value, 100,000,000 shares authorized
91,672,871 and 91,139,966 shares issued, respectively |
917 | 911 | ||||||
Paid-in capital |
460,544 | 457,012 | ||||||
Accumulated other comprehensive income |
8,635 | 1,296 | ||||||
Retained deficit |
(86,660 | ) | (66,087 | ) | ||||
Treasury stock, at cost; 2,727,765 and 2,646,409 shares, respectively |
(15,414 | ) | (15,250 | ) | ||||
Total stockholders equity |
368,022 | 377,882 | ||||||
Total liabilities and stockholders equity |
$ | 585,114 | $ | 713,679 | ||||
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(Unaudited) | Year Ended December 31, | |||||||
(In thousands) | 2009 | 2008 | ||||||
Cash flows from operating activities: |
||||||||
Net (loss) income |
$ | (20,573 | ) | $ | 38,458 | |||
Adjustments to reconcile net (loss) income
to net cash provided by operations: |
||||||||
Net loss from discontinued operations |
| 842 | ||||||
Non-cash impairment charges |
1,166 | 3,840 | ||||||
Depreciation and amortization |
28,138 | 27,343 | ||||||
Stock-based compensation expense |
3,436 | 5,128 | ||||||
Provision for deferred income taxes |
(6,916 | ) | 12,773 | |||||
Provision for doubtful accounts |
2,301 | 2,664 | ||||||
Gain on sale of assets |
233 | (245 | ) | |||||
Change in assets and liabilities: |
||||||||
Decrease (increase) in receivables |
89,341 | (67,741 | ) | |||||
Decrease (increase) in inventories |
35,182 | (37,002 | ) | |||||
(Increase) decrease in other assets |
(800 | ) | 4,651 | |||||
(Decrease) increase in accounts payable |
(28,710 | ) | 21,340 | |||||
(Decrease) increase in accrued liabilities and other |
(13,979 | ) | 16,090 | |||||
Net operating activities of continuing operations |
88,819 | 28,141 | ||||||
Net operating activities of discontinued operations |
| 546 | ||||||
Net cash provided by operating activities |
88,819 | 28,687 | ||||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(18,544 | ) | (22,494 | ) | ||||
Proceeds from sale of property, plant and equipment |
1,400 | 510 | ||||||
Business acquisitions |
| (1,184 | ) | |||||
Net cash used in investing activities |
(17,144 | ) | (23,168 | ) | ||||
Cash flows from financing activities: |
||||||||
Net payments on lines of credit |
(55,701 | ) | 23,593 | |||||
Principal payments on notes payable and long-term debt |
(10,439 | ) | (12,252 | ) | ||||
Proceeds from employee stock plans |
143 | 1,910 | ||||||
Purchase of treasury stock |
(268 | ) | (15,250 | ) | ||||
Net financing activities of continuing operations |
(66,265 | ) | (1,999 | ) | ||||
Net financing activities of discontinued operations |
| (63 | ) | |||||
Net cash used in financing activities |
(66,265 | ) | (2,062 | ) | ||||
Effect of exchange rate changes on cash |
(2,128 | ) | (946 | ) | ||||
Net increase (decrease) in cash and cash equivalents |
3,282 | 2,511 | ||||||
Cash and cash equivalents at beginning of year |
8,252 | 5,741 | ||||||
Cash and cash equivalents at end of year |
$ | 11,534 | $ | 8,252 | ||||
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