Form 8-K
 
 

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)

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 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 Company’s 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.

 

 

Exhibit 99.1
Exhibit 99.1
     
(LOGO) 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
NEWPARK RESOURCES REPORTS FOURTH QUARTER
AND FULL YEAR 2009 RESULTS
Revenues and operating income improve sequentially from third quarter 2009
THE WOODLANDS, TX – February 18, 2010 – Newpark Resources, Inc. (NYSE: NR) today announced results for its fourth quarter and year ended December 31, 2009. Total revenues were $135.5 million for the fourth quarter of 2009 compared to $118.2 million for the third quarter of 2009 and $226.9 million for the fourth quarter of 2008. Operating income for the fourth quarter of 2009 was $5.1 million compared to $2.2 million for the third quarter of 2009 and $14.6 million for the fourth quarter of 2008. The Company reported $16,000 of net income for the fourth quarter of 2009 compared to net income of $202,000 in the third quarter of 2009, reflecting break-even on a per share basis for both periods, and net income of $6.7 million, or $0.08 per diluted share, for the fourth quarter of 2008.
For the full year 2009, total revenues were $490.3 million compared to $858.4 million for the full year 2008. The Company reported a net loss of $20.6 million, or $0.23 per share for the full year 2009, compared to net income of $38.5 million, or $0.43 per diluted share for 2008.
Paul Howes, President and Chief Executive Officer of Newpark, stated, “Our fourth quarter revenues and operating income showed sequential improvement from the third quarter, which had also improved from our second quarter of 2009. We have seen U.S. drilling activity continue to strengthen over the second half of 2009 and in the early part of 2010. As a result of these improving market conditions and our cost cutting programs executed earlier in 2009, all of our operating segments returned to profitability during the fourth quarter of 2009.

 

 


 

“During the past year, we have continued to aggressively manage the balance sheet, resulting in a total debt reduction of $12 million during the fourth quarter and $65 million for the full year 2009,” added Howes. “Meanwhile, our international businesses continue to grow, and we are focused on actively managing our cost structure in the developing Brazil business as activity continues to ramp-up.
“Looking forward, we are encouraged with the current domestic and global trends for recovery in our principal markets and are pleased to have managed our way back to profitability at this point,” concluded Howes.
The results for the fourth quarter of 2009 included a provision for income taxes that totaled $2.7 million, reflecting a 99% effective tax rate in the period. This high effective tax rate for the fourth quarter of 2009 is the result of lower than previously anticipated full year 2009 losses from the United States, offset by higher losses in certain foreign countries, for which the recording of a tax benefit is not permitted. This change in our geographic income mix reduced our full year tax benefit rate to 10% from the 19% rate recorded through the third quarter of 2009.
Operating results in the third quarter of 2009 included $2.3 million of other income ($1.5 million after-tax) in the Environmental Services segment, reflecting proceeds from the settlement of business interruption insurance claims related to hurricanes in 2008. Operating results in the fourth quarter of 2008 included $4.6 million of pre-tax charges ($3.0 million after-tax) related to the termination of the sale of the U.S. Environmental Services business and the resolution of a lawsuit with the Company’s former Chief Executive Officer.
SEGMENT RESULTS
The Fluids Systems and Engineering segment generated revenues of $113.8 million in the fourth quarter of 2009 compared to $99.4 million in the third quarter of 2009 and $191.0 million in the fourth quarter of 2008. Segment operating income was $6.7 million in the fourth quarter of 2009 compared to $2.5 million in the third quarter of 2009 and $22.4 million in the fourth quarter of 2008. North American revenues increased 17% from the third quarter of 2009 primarily due to higher drilling activity, market share gains and a seasonal rebound in Canada, while international revenues increased 10%, primarily due to normal quarterly fluctuations in the Mediterranean region and the ramp-up of activity in Brazil. Compared to the fourth quarter of 2008, North American revenues decreased 53%, while international revenues increased 10%.

 

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The Mats and Integrated Services segment generated revenues of $12.4 million in the fourth quarter of 2009 compared to $7.6 million in the third quarter of 2009 and $20.9 million in the fourth quarter of 2008. Segment operating income was $1.2 million in the fourth quarter of 2009 compared to an operating loss of $0.9 million in the third quarter of 2009 and an operating loss of $1.8 million in the fourth quarter of 2008. Revenues were up 64% from the third quarter of 2009, primarily due to a $4.9 million increase in mat sales, while well site construction activities remained relatively flat. Compared to the fourth quarter of 2008, segment revenues were down 41%.
The Environmental Services segment generated revenues of $9.3 million in the fourth quarter of 2009 compared to revenues of $11.2 million in the third quarter of 2009 and $15.1 million in the fourth quarter of 2008. Segment operating income was $1.1 million in the fourth quarter of 2009, compared to operating income of $4.1 million in the third quarter of 2009 and $0.4 million in the fourth quarter of 2008. The third quarter of 2009 included $2.3 million of other income associated with the settlement of business interruption insurance claims, while the fourth quarter of 2008 included $2.6 million of asset write-offs following the abandoned sale of this business unit. Fourth quarter 2009 revenues were down 17% from the third quarter 2009 and down 38% from the fourth quarter of 2008. The decline from the third quarter of 2009 is primarily attributable to lower NORM and industrial waste disposals.
Corporate office expenses were $3.9 million in the fourth quarter of 2009, compared to $3.5 million in the third quarter of 2009 and $6.5 million in the fourth quarter of 2008. The fourth quarter of 2008 included $2.0 million of legal and related costs associated with the abandoned sale of the Environmental Services business and the final resolution of a lawsuit with the Company’s former Chief Executive Officer.
CONFERENCE CALL
Newpark has scheduled a conference call to discuss the fourth quarter and full year 2009 results, which will be broadcast live over the Internet, on Friday, February 19, 2009 at 10:00 a.m. Eastern Time / 9:00 a.m. Central Time. To participate in the call, dial 480-629-9722 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 26, 2009 and may be accessed by dialing (303) 590-3030 and using pass code 4199995#. 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, 2008, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to, the instability and effect of the credit and capital markets on the economy in general and the oil and gas industry in particular; the access to the credit markets by both Newpark and Newpark’s customers; the outlook for drilling activity in North America and the rest of the world; compliance with our debt covenants; the investigation of certain accounting matters by the Securities and Exchange Commission; changes in the laws, regulations, policies and economic conditions, including inflation, interest and foreign currency exchange rates, of countries in which Newpark does business; competitive pressures; successful integration of structural changes, including restructuring plans, acquisitions, divestitures and alliances; cost of raw materials, research and development of new products, including regulatory approval and market acceptance; and seasonality of sales of Newpark products and services. 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
                                         
    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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Newpark Resources, Inc.
Operating Segment Results
                         
    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 Company’s former Chief Executive Officer.

 

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Newpark Resources, Inc.
Consolidated Balance Sheets
                 
(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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Newpark Resources, Inc.
Consolidated Statements of Cash Flows
                 
(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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