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): July 30, 2015
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-2960 |
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72-1123385 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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9320 Lakeside Blvd., Suite 100 |
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The Woodlands, TX |
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77381 |
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(Address of principal executive offices) |
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(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:
| |_| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On July 30, 2015, Newpark Resources, Inc. (the “Company”) issued a press release announcing financial information for the three and six months ended June 30, 2015. 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 six months ended June 30, 2015 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.
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by Newpark Resources, Inc. on July 30, 2015. |
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.
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NEWPARK RESOURCES, INC. | |
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Dated: July 31, 2015 |
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By: |
/s/ Gregg S. Piontek |
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Gregg S. Piontek, Vice President and Chief Financial Officer (Principal Financial Officer) | |||
EXHIBIT INDEX
| Exhibit No. | Description | |
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99.1 |
Press release issued by Newpark Resources, Inc. on July 30, 2015. |
Exhibit 99.1
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NEWS RELEASE | |||
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Contacts: |
Brian Feldott | ||
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Director, Investor Relations | ||
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Newpark Resources, Inc. | ||
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bfeldott@newpark.com | ||
| 281-362-6800 | ||||
| FOR IMMEDIATE RELEASE | ||||
NEWPARK RESOURCES REPORTS SECOND QUARTER 2015 RESULTS
Company generates $50 million of operating cash flow
THE WOODLANDS, TX – JULY 30, 2015 – Newpark Resources, Inc. (NYSE: NR) today announced results for its second quarter ended June 30, 2015. Total revenues for the second quarter of 2015 were $163.6 million compared to $208.5 million in the first quarter and $272.5 million in the second quarter of 2014. Net loss for the second quarter of 2015 was $4.3 million, or $0.05 per share, compared to net income of $1.0 million, or $0.01 per diluted share, in the first quarter, and $20.3 million, or $0.21 per diluted share, in the second quarter of 2014.
Second quarter 2015 results included a $1.7 million ($0.02 per share) charge to provision for income taxes to impair previously-recorded deferred tax assets in Australia.
Paul Howes, Newpark’s President and Chief Executive Officer, stated, “While we are encouraged by the modest margin recovery in Fluids and sustained strength in cash flows, the continued decline in customer drilling activity proved to be challenging, particularly for our Mats business. In our Fluids segment, second quarter results were in-line with our expectations, despite our U.S. operations continuing to face the headwinds of further declines in rig count, as well as some weather-related challenges impacting a few regions. U.S. Fluids revenues were down 24% sequentially, which compares favorably to the 35% sequential decline in U.S. rig count. Despite the lower revenues, we’ve seen a meaningful positive impact from our cost reduction programs executed earlier this year, which helped drive a modest sequential improvement in our Fluids operating results. Outside of North America, we are very pleased with the performance of our EMEA region, which reported a 15% sequential increase in revenues, benefitting from the ramp-up in activity with Sonatrach, as we transition to the new contract, along with an increase in activity in Kuwait.
“As we previously announced, we’ve seen a considerable decline in mat sales activity in the second quarter, primarily driven by a slowdown in purchasing from our international E&P customers, as their capital expenditures are being delayed in the current weak oil price environment. Meanwhile, our Northeast rental market has also softened significantly, reflecting a combination of several factors, including a sharp decline in the region’s drilling activity, a dramatic slowdown in completions activity, and continued price erosion.
“Meanwhile, our cash flow and liquidity position continues to be very strong, as we generated $50 million of operating cash flow in the quarter and ended the period with $123 million of cash on-hand. Our strong balance sheet provides us with exceptional flexibility to continue executing our long-term strategy, despite the challenging North American environment,” concluded Howes.
INTERNATIONAL FLUIDS CONTRACT AWARD
The Company announced that it has been awarded a contract by ENI S.p.A. to provide drilling fluids and related services for onshore and offshore drilling in the Republic of Congo, reflecting our first entry into West Africa. The initial term of the contract is three years, and includes an option for up to an additional two year extension. Work under this contract is expected to begin in the fourth quarter of 2015.
Segment Results
The Fluids Systems segment generated revenues of $140.3 million in the second quarter of 2015 compared to $171.9 million in the first quarter and $241.4 million in the second quarter of 2014. Segment operating loss was $0.2 million in the second quarter of 2015, compared to a $1.7 million operating loss in the first quarter and operating income of $27.6 million (11.4% operating margin) in the second quarter of 2014.
The Mats and Integrated Services segment generated revenues of $23.3 million in the second quarter of 2015 compared to $36.6 million in the first quarter and $31.1 million in the second quarter of 2014. Segment operating income was $6.6 million (28.1% operating margin) in the second quarter of 2015, compared to $15.6 million (42.8% operating margin) in the first quarter, and $13.7 million (43.9% operating margin) in the second quarter of 2014.
CONFERENCE CALL
Newpark has scheduled a conference call to discuss second quarter 2015 results, which will be broadcast live over the Internet, on Friday, July 31, 2015 at 10:00 a.m. Eastern Time / 9:00 a.m. Central Time. To participate in the call, dial (412) 902-0030 and ask for the Newpark 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 August 14, 2015 and may be accessed by dialing (201) 612-7415 and using pass code 13612644. 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 value-added drilling fluids systems and composite matting systems used in oilfield and other commercial markets. 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, 2014, as well as others, could cause results to differ materially from those expressed in, or implied by, these statements. These risk factors include, but are not limited to, our customer concentration and cyclical nature of our industry, operating hazards inherent in the oil and natural gas industry, our international operations, the cost and continued availability of borrowed funds, our ability to execute our business strategy and make successful business acquisitions and capital investments, the availability of raw materials and skilled personnel, the impact of restrictions on offshore drilling activity, our market competition, 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.
Newpark Resources, Inc.
Consolidated Statements of Operations
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(Unaudited) |
Three Months Ended |
Six Months Ended |
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| June 30, | March 31, | June 30, | June 30, | June 30, | ||||||||||||||||
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(In thousands, except per share data) |
2015 |
2015 |
2014 |
2015 |
2014 |
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Revenues |
$ | 163,644 | $ | 208,464 | $ | 272,466 | $ | 372,108 | $ | 515,290 | ||||||||||
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Cost of revenues |
142,155 | 176,634 | 214,711 | 318,789 | 411,271 | |||||||||||||||
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Selling, general and administrative expenses |
23,963 | 25,978 | 27,981 | 49,941 | 53,504 | |||||||||||||||
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Other operating income, net |
(792 | ) | (276 | ) | (2,042 | ) | (1,068 | ) | (2,058 | ) | ||||||||||
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Operating income (loss) |
(1,682 | ) | 6,128 | 31,816 | 4,446 | 52,573 | ||||||||||||||
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Foreign currency exchange (gain) loss |
(410 | ) | 1,564 | (1,805 | ) | 1,154 | (1,751 | ) | ||||||||||||
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Interest expense, net |
2,224 | 2,255 | 2,830 | 4,479 | 5,750 | |||||||||||||||
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Income (loss) from continuing operations before income taxes |
(3,496 | ) | 2,309 | 30,791 | (1,187 | ) | 48,574 | |||||||||||||
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Provision for income taxes |
758 | 1,316 | 10,462 | 2,074 | 16,503 | |||||||||||||||
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Income (loss) from continuing operations |
(4,254 | ) | 993 | 20,329 | (3,261 | ) | 32,071 | |||||||||||||
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Income from discontinued operations, net of tax |
- | - | - | - | 1,152 | |||||||||||||||
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Gain from disposal of discontinued operations, net of tax |
- | - | - | - | 22,117 | |||||||||||||||
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Net income (loss) |
$ | (4,254 | ) | $ | 993 | $ | 20,329 | $ | (3,261 | ) | $ | 55,340 | ||||||||
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Income (loss) per common share -basic: |
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Income (loss) from continuing operations |
$ | (0.05 | ) | $ | 0.01 | $ | 0.24 | $ | (0.04 | ) | $ | 0.38 | ||||||||
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Income from discontinued operations |
- | - | - | - | 0.28 | |||||||||||||||
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Net income (loss) |
$ | (0.05 | ) | $ | 0.01 | $ | 0.24 | $ | (0.04 | ) | $ | 0.66 | ||||||||
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Income (loss) per common share -diluted: |
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Income (loss) from continuing operations |
$ | (0.05 | ) | $ | 0.01 | $ | 0.21 | $ | (0.04 | ) | $ | 0.34 | ||||||||
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Income from discontinued operations |
- | - | - | - | 0.23 | |||||||||||||||
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Net income (loss) |
$ | (0.05 | ) | $ | 0.01 | $ | 0.21 | $ | (0.04 | ) | $ | 0.57 | ||||||||
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Calculation of Diluted EPS: |
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Income (loss) from continuing operations |
$ | (4,254 | ) | $ | 993 | $ | 20,329 | $ | (3,261 | ) | $ | 32,071 | ||||||||
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Assumed conversions of Senior Notes |
- | - | 1,253 | - | 2,514 | |||||||||||||||
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Adjusted income (loss) from continuing operations |
$ | (4,254 | ) | $ | 993 | $ | 21,582 | $ | (3,261 | ) | $ | 34,585 | ||||||||
| Weighted average number of common shares outstanding-basic | 82,529 | 82,299 | 83,010 | 82,414 | 83,872 | |||||||||||||||
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Add: Dilutive effect of stock options and restricted stock awards |
- | 1,505 | 1,743 | - | 1,705 | |||||||||||||||
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Dilutive effect of Senior Notes |
- | - | 15,682 | - | 15,682 | |||||||||||||||
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Diluted weighted average number of common shares outstanding |
82,529 | 83,804 | 100,435 | 82,414 | 101,259 | |||||||||||||||
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Diluted income (loss) from continuing operations per common share |
$ | (0.05 | ) | $ | 0.01 | $ | 0.21 | $ | (0.04 | ) | $ | 0.34 | ||||||||
Note: For the second quarter and first half of 2015, we excluded all potentially dilutive stock options and restricted stock as well as the assumed conversion of the Senior Notes in calculating diluted earnings per share due to the net losses incurred for these periods as the effect was anti-dilutive.
Newpark Resources, Inc.
Operating Segment Results
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(Unaudited) |
Three Months Ended |
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June 30, |
March 31, |
June 30, |
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(In thousands) |
2015 |
2015 |
2014 |
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Revenues |
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Fluids systems |
$ | 140,344 | $ | 171,902 | $ | 241,386 | ||||||
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Mats and integrated services |
23,300 | 36,562 | 31,080 | |||||||||
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Total revenues |
$ | 163,644 | $ | 208,464 | $ | 272,466 | ||||||
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Operating income (loss) |
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Fluids systems |
$ | (223 | ) | $ | (1,702 | ) | $ | 27,571 | ||||
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Mats and integrated services |
6,555 | 15,647 | 13,653 | |||||||||
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Corporate office |
(8,014 | ) | (7,817 | ) | (9,408 | ) | ||||||
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Total operating income (loss) |
$ | (1,682 | ) | $ | 6,128 | $ | 31,816 | |||||
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Segment operating margin |
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Fluids systems |
(0.2% | ) | (1.0% | ) | 11.4 | % | ||||||
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Mats and integrated services |
28.1 | % | 42.8 | % | 43.9 | % | ||||||
Newpark Resources, Inc.
Consolidated Balance Sheets
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(Unaudited) |
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June 30, |
December 31, |
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(In thousands, except share data) |
2015 |
2014 |
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ASSETS |
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Cash and cash equivalents |
$ | 123,257 | $ | 85,052 | ||||
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Receivables, net |
193,306 | 318,600 | ||||||
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Inventories |
188,000 | 196,556 | ||||||
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Deferred tax assets |
5,075 | 11,013 | ||||||
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Prepaid expenses and other current assets |
14,884 | 12,615 | ||||||
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Total current assets |
524,522 | 623,836 | ||||||
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Property, plant and equipment, net |
297,764 | 283,361 | ||||||
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Goodwill |
90,644 | 91,893 | ||||||
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Other intangible assets, net |
13,315 | 15,666 | ||||||
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Other assets |
5,348 | 5,366 | ||||||
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Total assets |
$ | 931,593 | $ | 1,020,122 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Short-term debt |
$ | 9,237 | $ | 11,648 | ||||
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Accounts payable |
67,893 | 108,242 | ||||||
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Accrued liabilities |
35,972 | 53,342 | ||||||
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Total current liabilities |
113,102 | 173,232 | ||||||
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Long-term debt, less current portion |
172,497 | 172,498 | ||||||
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Deferred tax liabilities |
26,721 | 37,694 | ||||||
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Other noncurrent liabilities |
8,823 | 11,240 | ||||||
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Total liabilities |
321,143 | 394,664 | ||||||
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Commitments and contingencies |
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Common stock, $0.01 par value, 200,000,000 shares authorized and 99,356,675 and 99,204,318 shares issued, respectively |
994 | 992 | ||||||
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Paid-in capital |
525,965 | 521,228 | ||||||
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Accumulated other comprehensive loss |
(47,882 | ) | (31,992 | ) | ||||
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Retained earnings |
259,355 | 262,616 | ||||||
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Treasury stock, at cost; 15,274,220 and 15,210,233 shares, respectively |
(127,982 | ) | (127,386 | ) | ||||
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Total stockholders’ equity |
610,450 | 625,458 | ||||||
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Total liabilities and stockholders' equity |
$ | 931,593 | $ | 1,020,122 | ||||
Newpark Resources, Inc.
Consolidated Statements of Cash Flows
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(Unaudited) |
Six Months Ended June 30, |
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(In thousands) |
2015 |
2014 |
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Cash flows from operating activities: |
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Net income (loss) |
$ | (3,261 | ) | $ | 55,340 | |||
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Adjustments to reconcile net income to net cash provided by operations: |
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Depreciation and amortization |
21,069 | 20,301 | ||||||
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Stock-based compensation expense |
6,510 | 5,906 | ||||||
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Provision for deferred income taxes |
(3,205 | ) | (13,788 | ) | ||||
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Net provision for doubtful accounts |
1,033 | 438 | ||||||
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Gain on sale of a business |
- | (33,974 | ) | |||||
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Gain on sale of assets |
(528 | ) | (1,230 | ) | ||||
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Excess tax benefit from stock-based compensation |
- | (903 | ) | |||||
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Change in assets and liabilities: |
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(Increase) decrease in receivables |
113,746 | (38,919 | ) | |||||
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(Increase) decrease in inventories |
2,804 | (8,480 | ) | |||||
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Increase in other assets |
(2,461 | ) | (6,813 | ) | ||||
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Increase (decrease) in accounts payable |
(38,744 | ) | 12,029 | |||||
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Increase (decrease) in accrued liabilities and other |
(15,166 | ) | 4,783 | |||||
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Net cash provided by (used in) operating activities |
81,797 | (5,310 | ) | |||||
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Cash flows from investing activities: |
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Capital expenditures |
(34,313 | ) | (56,727 | ) | ||||
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Proceeds from sale of property, plant and equipment |
1,144 | 2,526 | ||||||
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Proceeds from sale of a business |
- | 89,167 | ||||||
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Net cash (used in) provided by investing activities |
(33,169 | ) | 34,966 | |||||
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Cash flows from financing activities: |
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Borrowings on lines of credit |
4,718 | 51,787 | ||||||
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Payments on lines of credit |
(5,949 | ) | (45,170 | ) | ||||
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Debt issuance costs |
(1,697 | ) | - | |||||
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Other financing activities |
(1,487 | ) | (30 | ) | ||||
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Proceeds from employee stock plans |
359 | 922 | ||||||
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Purchases of treasury stock |
(1,769 | ) | (47,450 | ) | ||||
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Excess tax benefit from stock-based compensation |
- | 903 | ||||||
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Net cash used in financing activities |
(5,825 | ) | (39,038 | ) | ||||
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Effect of exchange rate changes on cash |
(4,598 | ) | 295 | |||||
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Net increase (decrease) in cash and cash equivalents |
38,205 | (9,087 | ) | |||||
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Cash and cash equivalents at beginning of year |
85,052 | 65,840 | ||||||
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Cash and cash equivalents at end of period |
$ | 123,257 | $ | 56,753 | ||||
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