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): December 4, 2017
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-2960 | 72-1123385 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
9320 Lakeside Boulevard, 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:
☐ | 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 240.13a-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
Newpark Resources, Inc. (the “Company”) has prepared presentation materials (the “Presentation Materials”) that management intends to use from time to time, on December 4, 2017 and thereafter, in presentations about the Company’s operations and performance. The Company may use the Presentation Materials, possibly with modifications, in presentations to current and potential investors, lenders, creditors, insurers, vendors, customers, employees and others with an interest in the Company and its business.
The information contained in the Presentation Materials is summary information that should be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements that the Company may make by press release or otherwise from time to time. The Presentation Materials speak as of the date of this Current Report on Form 8-K. While the Company may elect to update the Presentation Materials in the future or reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, the Company specifically disclaims any obligation to do so. The Presentation Materials are furnished as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference. The Presentation Materials will also be posted in the Investor Information section of the Company’s website, http://www.newpark.com for up to 90 days.
The information referenced under Item 7.01 (including Exhibit 99.1 referenced in Item 9.01 below) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the 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. The information set forth in this Current Report on Form 8-K (including Exhibit 99.1 referenced in Item 9.01 below) shall not be incorporated by reference into any registration statement, report or other document filed by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
Use of Non-GAAP Financial Information
To help understand the Company’s financial performance, the Company has supplemented its financial results that it provides in accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. Such financial measures include earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA Margin, Net Debt and the Ratio of Net Debt to Capital.
We believe these non-GAAP financial measures are frequently used by investors, securities analysts and other parties in the evaluation of our performance and/or that of other companies in our industry. In addition, management uses these measures to evaluate operating performance, and our incentive compensation plan measures performance based on our consolidated EBITDA, along with other factors. The methods we use to produce these non-GAAP financial measures may differ from methods used by other companies. These measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. Applicable reconciliations to the nearest GAAP financial measure of each non-GAAP financial measure are included in the attached Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits | |||
Exhibit No. | Description | |||
Presentation Materials | ||||
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: | December 4, 2017 | By: | /s/ Gregg S. Piontek |
Gregg S. Piontek, Vice President and Chief Financial Officer | |||
(Principal Financial Officer) | |||
N E W P A R K R E S O U R C E S P R E S E N TAT I O N
D E C E M B E R 2 0 1 7
This presentation 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
future financial results are forward-looking statements. Words such as “will”, “may”, “could”, “would”, “anticipates”, “believes”,
“estimates”, “expects”, “plans”, “intends”, and similar expressions are intended to identify these forward-looking statements but
are not the exclusive means of identifying them. These forward-looking statements reflect the current views of our management;
however, various risks, uncertainties, contingencies and other factors, some of which are beyond our control, are difficult to
predict and could cause our actual results, performance or achievements to differ materially from those expressed in, or implied
by, these statements, including the success or failure of our efforts to implement our business strategy. We assume no obligation
to update, amend or clarify publicly any forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by securities laws. Many factors, including those discussed more fully elsewhere in this presentation
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, 2016, 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, risks related to the worldwide oil and natural gas industry,
our customer concentration and reliance on the U.S. exploration and production market, risks related to our international
operations, the cost and continued availability of borrowed funds including noncompliance with debt covenants, operating
hazards present in the oil and natural gas industry, our ability to execute our business strategy and make successful business
acquisitions and capital investments, the availability of raw materials and skilled personnel, our market competition, compliance
with legal and regulatory matters, including environmental regulations, the availability of insurance and the risks and limitations of
our insurance coverage, potential impairments of long-lived intangible assets, technological developments in our industry, risks
related to severe weather, particularly in the U.S. Gulf Coast, cybersecurity breaches or business system disruptions and risks
related to the fluctuations in the market value of our common stock. Newpark’s filings with the Securities and Exchange
Commission can be obtained at no charge at www.sec.gov, as well as through its website at www.newpark.com.
F O R W A R D L O O K I N G S TAT E M E N T S
2
This presentation includes references to financial measurements that are supplemental to the Company’s financial performance
as calculated in accordance with generally accepted accounting principles (“GAAP”). These non-GAAP financial measures include
earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA Margin, Net Debt and the Ratio of Net Debt to
Capital. Management believes that these non-GAAP financial measures are frequently used by investors, securities analysts and
other parties in the evaluation of our performance and/or that of other companies in our industry. In addition, management uses
these measures to evaluate operating performance, and our incentive compensation plan measures performance based on our
consolidated EBITDA, along with other factors. The methods we use to produce these non-GAAP financial measures may differ
from methods used by other companies. These measures should be considered in addition to, not as a substitute for, financial
measures prepared in accordance with GAAP.
N O N - G A A P F I N A N C I A L M E A S U R E S
3
$984
$1,042
$1,118
$677
$471 $543
$334
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
2012 2013 2014 2015 2016 2017
83%
17%
Two Operating Segments:
Fluids Systems
Oil and Gas exploration
Mats and Integrated Services
Oil and Gas exploration
Electrical transmission and
distribution
Pipeline
Petrochemical
Construction
Key geographic markets:
North America
EMEA
Latin America
Asia Pacific
R
e
ve
n
u
e
s
($
m
ill
io
n
s)
Consolidated Revenues
Fluids Systems
Mats and Integrated Services
C O M P A N Y O V E R V I E W
4
Full Year
First Nine Months
48%
52%
First Nine Months – Breakdown by Segment
Revenue EBITDA*
** EBITDA is a non-GAAP financial measure. See reconciliation to the most comparable GAAP measure in the Appendix to this presentation. EBITDA
contribution % based on Segment EBITDA and excludes Corporate Office expenses.
Revenue by Region
G L O B A L S T R E N G T H
5
67%
57%
45%
61%
7%
8%
7%
8%
8%
7%
9%
5%
18%
28%
39%
26%
2014 2015 2016 First Nine
Months
U.S. Canada
Latin America EMEA/APAC
S T R E N G T H E N E D B Y O U R I N V E S T M E N T S
Elevated capital campaign completed
Infrastructure investments open new
markets and significantly enhance our
competitiveness
Reflects our commitment to be the global
leader in fluids and mats technology
6
Fluids: Manufacturing Facility &
Distribution Center Completed 2016 Fluids: Gulf of Mexico Deepwater Shorebase
Completed 2017
Mats: Completed Manufacturing 2015
and Technology Center 2016
55%
9%
30%
6%
U.S. Canada EMEA/APAC Latin America
Largest independent drilling
fluids provider
3rd largest drilling fluids
company worldwide*
Seek to capitalize on strong
market position and extend
Fluids’ product offerings to
completions and other
applications
Expanding global market share,
leveraging IOC/NOC
relationships
$862
$926 $965
$581
$395
$284
$453
$0
$200
$400
$600
$800
$1,000
$1,200
2012 2013 2014 2015 2016 2017
Re
ve
n
u
e
s
($
m
il
lio
n
s)
Total Segment Revenues
First Nine Months 2017 - Revenue by Region
F L U I D S S Y S T E M S - O V E R V I E W
7
Full Year
First Nine Months
* Source: Kimberlite International Oilfield Research, June 2017
F L U I D S S Y S T E M S - T E C H N O L O G Y
8
Proven drilling fluid systems designed to
enhance wellsite performance
Evolution® high-performance, water-based
technology for global applications
Fusion™ brine fluid system creates a
unique enhancement for shale basins
Kronos™ deepwater drilling fluid systems
offers operators a consistent fluid across a
wide temperature and pressure spectrum
Fluids Development
Driving continued advancements in
technology, bringing new chemistries to
enhance drilling efficiencies in challenging
environments
2,283
2,114
2,241
1,170
639
1,068
10%
11%
12%
13%
14%
15%
16%
-
500
1,000
1,500
2,000
2,500
2012 2013 2014 2015 2016 First Nine
Months
NAM Rig Count Market Share
$615
$654
$687
$352
$183
$123
$292
$0
$100
$200
$300
$400
$500
$600
$700
$800
2012 2013 2014 2015 2016 2017
Revenues impacted by lower
drilling activity levels which
remain >50% below pre-
downturn levels
Service quality, operational focus
and organizational alignment
driving share gains in the market
Currently hold #2 market share
position in U.S. land*
Focused on expanding presence
in GOM
Shorebase facility fully
operational
(1) Source: BHI and company data
Re
ve
n
u
e
(
$
m
il
lio
n
s)
North American Revenues
NAM Rig Count & Market Share(1)
F L U I D S S Y S T E M S – N O R T H A M E R I C A
9
Full Year
First Nine Months
*Source: Kimberlite International Oilfield Research, June 2017
$246
$272
$278
$229 $212
$161
$161
$0
$50
$100
$150
$200
$250
$300
$350
2012 2013 2014 2015 2016 2017
$117 $137
$166 $164 $167
$87
$99
$84
$47 $40
$42
$36 $28
$18
$5
2012 2013 2014 2015 2016
EMEA LATAM APAC
International presence remains key to
our strategy
More stable than NAM, through the
industry cycles
Longer term contracts
Largely IOC’s/NOC’s
Fewer competitors
Key contract awards have driven growth
Kuwait (KOC)
Algeria (Sonatrach)
Republic of Congo (ENI)
Uruguay ultra-deepwater (Total)
Albania (Shell)
Chile (ENAP)
Two recent awards provide future
growth
India (Cairn)
Offshore Australia (partnering with
Baker Hughes)
International Revenues
International Revenues by Region
F L U I D S S Y S T E M S – I N T E R N AT I O N A L
10
Full Year
First Nine Months
$122
$116
$153
$96
$76
$51
$90
$0
$20
$40
$60
$80
$100
$120
$140
$160
$180
2012 2013 2014 2015 2016 2017
Leading provider of engineered worksite
solutions
Established core rental business in NAM
exploration market, where mats reduce
operator’s costs and improve environmental
protection during drilling and completion
phase
Capitalizing on strong market position to
expand into non-exploration end markets
Patented technology, service capability and
size of composite mat rental fleet provide
competitive advantage
Recent completion of R&D Center is critical to
drive innovation and expansion of product
offering
Revenues include rentals/service and sale of
composite mats
Total Segment Revenues
R
e
ve
n
u
e
s
($
m
ill
io
n
s)
M AT S & I N T E G R AT E D S E R V I C E S - O V E R V I E W
11
Full Year
First Nine Months
M AT S - C O M P E T I T I V E A D V A N TA G E S A C R O S S I N D U S T R I E S
12
Superior
Quality
Enhanced EH&S
Attributes
Scale &
Responsiveness
DO WE HAVE
PHOTOS OF
ACTUAL INSTALL?
PHOTO
FROM PG 3
OF
BROCHURE?
Transportation, Install &
Remediation Efficiency
Diversifying beyond the wellsite
Accelerate penetration of non-
exploration markets, both domestically
and internationally
Larger addressable market
Similar value drivers as exploration
market
Innovate and commercialize
differentiated system enhancements,
including EPZ Grounding System™ for
the utility industry
M AT S – A C C E L E R AT I N G D I V E R S I F I C AT I O N
13
M AT S – W E L L S E R V I C E G R O U P / U T I L I T Y A C C E S S S O L U T I O N
A C Q U I S I T I O N
14
Completed November 2017
Total consideration included
$45m cash and $32m equity
WSG served as strategic logistics and
installation service partner since
2012
Expands complementary service
offering, creating natural bundles
with matting systems
Enhances mats geographical
presence throughout Northeast,
Midwest, Rockies and West Texas
Provides expanded capabilities to
support growth efforts across end-
user markets
M AT S – D I V E R S I F I C AT I O N I S K E Y T O E A R N I N G S S TA B I L I T Y
15
$122 $116
$153
$96
$76
0%
10%
20%
30%
40%
50%
60%
$0
$20
$40
$60
$80
$100
$120
$140
$160
$180
$200
2012 2013 2014 2015 2016
R
e
ve
n
u
e
($
m
il)
EB
IT
D
A
M
ar
gi
n
*
* EBITDA and EBITDA margin are non-GAAP financial measures. See reconciliation to the most
comparable GAAP measure in the Appendix to this presentation.
30% 58%
12%
O & G - Exploration NAM Non-Exploration Int'l Non-Exploration
First Nine Months 2017 Revenues by Market
Following historic collapse of O&G
activity in 2015, expansion of business
outside of NAM exploration accelerated
Geographic and end-user market
diversification was key to maintaining
profitability through the cycle
Majority of revenue now derived from
non-exploration markets, providing
stability during E&P market volatility
Significant opportunity for expansion
remains
Capitalize on NAM exploration
recovery
Build upon position in utilities and
pipeline, where a high volume of
infrastructure projects are planned
for upcoming years
Segment Revenue and EBITDA Margin
F I N A N C I A L F O C U S
Short-Term Actions
Focused on managing cost
structure as activity levels
improve
Continuing efforts to optimize
working capital
Limit capital investments beyond
growth/diversification projects
Long-term Focus
Continue investing in strategic
projects in fluids
IOC/deepwater focus
Expand product offering to
leverage global footprint
Aggressively pursue non-E&P
market expansion in mats
$256
$183 $182 $179
$156
$209
$117
$97
$71 $68 $75
20%
23%
26%
29%
32%
35%
$0
$50
$100
$150
$200
$250
$300
2012 2013 2014 2015 2016 Sep
2017
Total Debt Net Debt (2) Total Debt to Capital Ratio
$225(1)
Capital Structure
Maintaining Strong Balance Sheet
$100m of 5 year convertible bonds due Dec 2021
Revolving credit facility expanded to $150m in
October 2017, providing additional liquidity to
support growth 16
(2) Net Debt is a non-GAAP financial measure. See reconciliation to the most comparable GAAP
measure in the Appendix to this presentation.
(1) Total Debt of $225m at September 30, 2017 includes $83m related to convertible notes, repaid on
October 2, 2017. As of September 30, 2017, funding for maturity was placed in escrow and reported
as restricted cash.
$142
A P P E N D I X
C O N S O L I D AT E D S TAT E M E N T S O F O P E R AT I O N S
18
Note: For all periods presented, we excluded the assumed conversion of the Convertible Notes in calculating diluted earnings per share as the effect was
anti-dilutive.
Three Months Ended Nine Months Ended
(In thousands, except per share data)
September 30,
2017
June 30,
2017
September 30,
2016
September 30,
2017
September 30,
2016
Revenues $ 201,663 $ 183,020 $ 104,554 $ 543,374 $ 334,413
Cost of revenues 164,587 148,431 99,293 442,608 313,669
Selling, general and administrative expenses 27,270 26,630 21,736 79,297 66,663
Other operating income, net (76 ) (9 ) (1,420 ) (127 ) (3,829 )
Impairments and other charges — — — — 6,925
Operating income (loss) 9,882 7,968 (15,055 ) 21,596 (49,015 )
Foreign currency exchange loss (gain) 174 534 761 1,100 (440 )
Interest expense, net 3,586 3,441 2,127 10,245 7,230
Gain on extinguishment of debt — — — — (1,894 )
Income (loss) from operations before
income taxes 6,122
3,993
(17,943 ) 10,251
(53,911 )
Provision (benefit) for income taxes 3,469 2,361 (4,492 ) 6,949 (13,256 )
Net income (loss) $ 2,653 $ 1,632 $ (13,451 ) $ 3,302 $ (40,655 )
Calculation of EPS:
Basic - net income (loss) $ 2,653 $ 1,632 $ (13,451 ) $ 3,302 $ (40,655 )
Assumed conversions of 2017 Convertible
Notes —
—
—
—
—
Diluted - adjusted net income (loss) $ 2,653 $ 1,632 $ (13,451 ) $ 3,302 $ (40,655 )
Basic - weighted average common shares
outstanding 85,426
84,653
83,998
84,749
83,573
Dilutive effect of stock options and
restricted stock awards 2,251
2,662
—
2,545
—
Dilutive effect of 2017 Convertible Notes — — — — —
Dilutive effect of 2021 Convertible Notes — — — — —
Diluted - weighted average common shares
outstanding 87,677
87,315
83,998
87,294
83,573
Income (loss) per common share - basic: $ 0.03 $ 0.02 $ (0.16 ) $ 0.04 $ (0.49 )
Income (loss) per common share - diluted: $ 0.03 $ 0.02 $ (0.16 ) $ 0.04 $ (0.49 )
O P E R AT I N G S E G M E N T R E S U LT S
19
(1) Operating results for the third quarter and first nine months of 2016 included $2.6 million of charges associated with asset demobilization and wind-
down of our operations in Uruguay following the customer decision to discontinue offshore exploration efforts in the country. Operating results for the first
nine months of 2016 also included $7.6 million of charges associated with asset impairments primarily in the Asia Pacific region and $4.1 million of charges
associated with workforce reductions.
Three Months Ended Nine Months Ended
(In thousands)
September 30,
2017
June 30,
2017
September 30,
2016
September 30,
2017
September 30,
2016
Revenues
Fluids systems $ 166,726 $ 150,623 $ 89,097 $ 453,399 $ 283,901
Mats and integrated services 34,937 32,397 15,457 89,975 50,512
Total revenues $ 201,663 $ 183,020 $ 104,554 $ 543,374 $ 334,413
Operating income (loss)
Fluids systems (1) $ 7,930 $ 5,863 $ (8,995 ) $ 20,145 $ (36,126 )
Mats and integrated services 10,941 11,419 882 28,762 8,607
Corporate office (8,989 ) (9,314 ) (6,942 ) (27,311 ) (21,496 )
Operating income (loss) $ 9,882 $ 7,968 $ (15,055 ) $ 21,596 $ (49,015 )
Segment operating margin
Fluids systems (1) 4.8 % 3.9 % (10.1 )% 4.4 % (12.7 )%
Mats and integrated services 31.3 % 35.2 % 5.7 % 32.0 % 17.0 %
C O N S O L I D AT E D B A L A N C E S H E E T S
20
(In thousands, except share data)
September 30,
2017
December 31,
2016
ASSETS
Cash and cash equivalents $ 64,741 $ 87,878
Receivables, net 262,105 214,307
Inventories 164,384 143,612
Prepaid expenses and other current assets 104,703 17,143
Total current assets 595,933 462,940
Property, plant and equipment, net 298,663 303,654
Goodwill 20,415 19,995
Other intangible assets, net 4,312 6,067
Deferred tax assets 3,379 1,747
Other assets 3,221 3,780
Total assets $ 925,923 $ 798,183
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current debt $ 85,119 $ 83,368
Accounts payable 85,049 65,281
Accrued liabilities 50,138 31,152
Total current liabilities 220,306 179,801
Long-term debt, less current portion 139,721 72,900
Deferred tax liabilities 36,559 38,743
Other noncurrent liabilities 7,577 6,196
Total liabilities 404,163 297,640
Common stock, $0.01 par value, 200,000,000 shares authorized and 101,150,629 and
99,843,094 shares issued, respectively 1,012
998
Paid-in capital 568,743 558,966
Accumulated other comprehensive loss (53,727 ) (63,208 )
Retained earnings 132,825 129,873
Treasury stock, at cost; 15,316,359 and 15,162,050 shares, respectively (127,093 ) (126,086 )
Total stockholders’ equity 521,760 500,543
Total liabilities and stockholders' equity $ 925,923 $ 798,183
C O N S O L I D AT E D S TAT E M E N T S O F C A S H F L O W
21
Nine Months Ended September 30,
(In thousands) 2017 2016
Cash flows from operating activities:
Net income (loss) $ 3,302 $ (40,655 )
Adjustments to reconcile net income (loss) to net cash provided by operations:
Impairments and other non-cash charges — 9,493
Depreciation and amortization 28,998 28,421
Stock-based compensation expense 8,458 8,865
Provision for deferred income taxes (3,489 ) (3,205 )
Net provision for doubtful accounts 1,386 2,032
Gain on sale of assets (4,896 ) (2,331 )
Gain on extinguishment of debt — (1,894 )
Amortization of original issue discount and debt issuance costs 4,068 1,150
Change in assets and liabilities:
(Increase) decrease in receivables (73,512 ) 31,360
(Increase) decrease in inventories (17,348 ) 25,368
Increase in other assets (1,621 ) (568 )
Increase (decrease) in accounts payable 17,996 (24,241 )
Increase (decrease) in accrued liabilities and other 52,421 (3,860 )
Net cash provided by operating activities 15,763 29,935
Cash flows from investing activities:
Capital expenditures (21,888 ) (33,390 )
Increase in restricted cash (85,680 ) (578 )
Proceeds from sale of property, plant and equipment 2,233 3,317
Business acquisitions, net of cash acquired — (3,761 )
Net cash used in investing activities (105,335 ) (34,412 )
Cash flows from financing activities:
Borrowings on lines of credit 84,900 6,056
Payments on lines of credit (21,400 ) (7,210 )
Purchase of 2017 Convertible Notes — (9,206 )
Debt issuance costs (342 ) (2,143 )
Other financing activities 1,487 1,452
Proceeds from employee stock plans 2,107 508
Purchases of treasury stock (2,761 ) (1,236 )
Net cash provided by (used in) financing activities 63,991 (11,779 )
Effect of exchange rate changes on cash 2,444 982
Net decrease in cash and cash equivalents (23,137 ) (15,274 )
Cash and cash equivalents at beginning of year 87,878 107,138
Cash and cash equivalents at end of period $ 64,741 $ 91,864
N O N - G A A P F I N A N C I A L M E A S U R E S
22
To help understand the Company’s financial performance, the Company has supplemented its financial results that it provides in
accordance with generally accepted accounting principles (“GAAP”) with non-GAAP financial measures. Such financial measures include
earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA Margin, Net Debt and the Ratio of Net Debt to Capital.
We believe these non-GAAP financial measures are frequently used by investors, securities analysts and other parties in the evaluation of
our performance and/or that of other companies in our industry. In addition, management uses these measures to evaluate operating
performance, and our incentive compensation plan measures performance based on our consolidated EBITDA, along with other factors.
The methods we use to produce these non-GAAP financial measures may differ from methods used by other companies. These measures
should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP.
(1) 2015 net loss and EBITDA included $88.7 million of pre-tax charges associated with goodwill and other asset impairments, workforce
reductions and estimated resolution of wage and hour litigation. 2016 net loss and EBITDA included $13.8 million of net pre-tax charges
associated with asset impairments and workforce reductions partially offset by gains for extinguishment of debt and adjustment for
settlement of wage and hour litigation.
Consolid te Nine Months Ended
(In thousands) 2012 2013 2014 2015 2016 September 30, 2017
Net income (loss) from continuing operations (GAAP) (1) 50,453$ 52,622$ 79,009$ (90,828)$ (40,712)$ 3,302$
Interest expense, net 9,727 11,279 10,431 9,111 9,866 10,245
Provision (benefit) for income taxes 31,346 28,725 41,048 (21,398) (24,042) 6,949
Depreciation and amortization 28,946 39,764 41,175 43,917 37,955 28,998
EBITDA (non-GAAP) (1) 120,472$ 132,390$ 171,663$ (59,198)$ (16,933)$ 49,494$
Twelve Months Ended December 31,
N O N - G A A P F I N A N C I A L M E A S U R E S
23
(2) 2015 Fluids Systems operating results and EBITDA included $82.7 million of pre-tax charges associated with goodwill and other asset
impairments and workforce reductions. 2016 Fluids Systems operating results and EBITDA included $15.6 million of pre-tax charges
associated with asset impairments and workforce reductions.
(3) 2015 Mats and Integrated Services operating results and EBITDA included $0.7 million of pre-tax charges associated with workforce
reductions. 2016 Mats and Integrated Services operating results and EBITDA included $0.3 million of pre-tax charges associated with
workforce reductions.
Fluids Systems Nine Months Ended
(In thousands) 2012 2013 2014 2015 2016 September 30, 2017
Operating income (loss) (GAAP) (2) 59,987$ 72,604$ 95,600$ (86,770)$ (43,631)$ 20,145$
Depreciation and amortization 18,419 26,679 22,934 22,108 20,746 16,221
EBITDA (non-GAAP) (2) 78,406$ 99,283$ 118,534$ (64,662)$ (22,885)$ 36,366$
Revenues 861,670$ 926,392$ 965,049$ 581,136$ 395,461$ 453,399$
Operating Margin (GAAP) 7.0% 7.8% 9.9% -14.9% -11.0% 4.4%
EBITDA Margin (non-GAAP) 9.1% 10.7% 12.3% -11.1% -5.8% 8.0%
Mats and Integrated Services Nine Months Ended
(In thousands) 2012 2013 2014 2015 2016 September 30, 2017
Operating income (loss) (GAAP) (3) 54,251$ 49,394$ 70,526$ 24,949$ 14,741$ 28,762$
Depreciation and amortization 7,952 10,501 15,507 18,869 14,227 10,414
EBITDA (non-GAAP) (3) 62,203$ 59,895$ 86,033$ 43,818$ 28,968$ 39,176$
Revenues 122,283$ 115,964$ 153,367$ 95,729$ 76,035$ 89,975$
Operating Margin (GAAP) 44.4% 42.6% 46.0% 26.1% 19.4% 32.0%
EBITDA Margin (non-GAAP) 50.9% 51.6% 56.1% 45.8% 38.1% 43.5%
Twelve Months Ended December 31,
Twelve Months Ended December 31,
N O N - G A A P F I N A N C I A L M E A S U R E S
24
The following table reconciles the Company’s ratio of total debt to capital calculated in accordance with GAAP to the non-GAAP financial
measure of the Company’s ratio of net debt to capital:
Consolidated September 30,
(In thousands) 2012 2013 2014 2015 2016 2017
Current debt(1) 2,599$ 12,867$ 11,648$ 7,382$ 83,368$ 85,119$
Long-term debt, less current portion 253,315 170,009 170,462 171,211 72,900 139,721
Total Debt 255,914 182,876 182,110 178,593 156,268 224,840
Total stockholders' equity 513,578 581,054 625,458 520,259 500,543 521,760
Total Capital 769,492$ 763,930$ 807,568$ 698,852$ 656,811$ 746,600$
Ratio of Total Debt to Capital(1) 33.3% 23.9% 22.6% 25.6% 23.8% 30.1%
Total Debt 255,914$ 182,876$ 182,110$ 178,593$ 156,268$ 224,840$
Less: cash and cash equivalents (46,846) (65,840) (85,052) (107,138) (87,878) (64,741)
Less: specific restricted cash (2) - - - - - (84,917)
Net Debt 209,068 117,036 97,058 71,455 68,390 75,182
Total stockholders' equity 513,578 581,054 625,458 520,259 500,543 521,760
Total Capital, Net of Cash 722,646$ 698,090$ 722,516$ 591,714$ 568,933$ 596,942$
Ra io f Net Debt to Capital 28.9% 16.8% 13.4% 12.1% 12.0% 12.6%
December 31,
(1) Current debt includes $83.3 million of 2017 Convertible Notes which were fully repaid on October 2, 2017. Pro-forma ratio of total debt to capital
after repayment was 21.3%.
(2) Resticted cash included in prepaid expenses and other current assets as of September 30, 2017 that was used to fully settle the 2017 Convertible
Notes on October 2, 2017.
E X P E R I E N C E D L E A D E R S H I P
• Paul Howes President & CEO
• Gregg Piontek Vice President & CFO
• Mark Airola SVP, GC & Admin Officer
• Phil Vollands President
Fluids Systems
• Bruce Smith Chief Technology Officer
Fluids Systems
• Matthew Lanigan President
Mats & Integrated Services
• Ida Ashley Vice President, Human Resources
25
M A N A G E M E N T B I O G R A P H I E S
Paul L. Howes, President & CEO: Paul L. Howes joined our Board of Directors and was appointed as our Chief Executive Officer in
March 2006. In June 2006, Mr. Howes was also appointed as our President. Mr. Howes’ career has included experience in the defense
industry, chemicals and plastics manufacturing, and the packaging industry. Following the sale of his former company in October 2005
until he joined our Board of Directors in March 2006, Mr. Howes was working privately as an inventor and engaging in consulting and
private investing activities. From 2002 until October 2005, he served as President and Chief Executive Officer of Astaris LLC, a primary
chemicals company headquartered in St. Louis, Missouri, with operations in North America, Europe and South America. Prior to this,
from 1997 until 2002, he served as Vice President and General Manager, Packaging Division, for Flint Ink Corporation, a global ink
company headquartered in Ann Arbor, Michigan with operations in North America, Europe, Asia Pacific and Latin America.
Mr. Howes is also actively engaged in energy industry trade associations. He currently holds the Chairman position on the General
Membership Committee for the American Petroleum Institute (API); and, is a contributing member to the API Board of Directors and
Executive Committee. Additionally, he is a member of the Board of Directors of the National Ocean Industries Association (NOIA).
Gregg S. Piontek, VP & CFO: Gregg joined Newpark in April 2007 and served as Vice President, Controller and Chief Accounting
Officer from April 2007 to October 2011. Prior to joining Newpark, Mr. Piontek was Vice President and Chief Accounting Officer of
Stewart & Stevenson LLC from 2006 to 2007. From 2001 to 2006, Mr. Piontek held the positions of Assistant Corporate Controller and
Division Controller for Stewart & Stevenson Services, Inc. Prior to that, Mr. Piontek served in various financials roles at General
Electric and CNH Global N.V., after beginning his career as an auditor for Deloitte & Touche LLP. Mr. Piontek is a Certified Public
Accountant and holds a bachelor degree in Accountancy from Arizona State University and a Master of Business Administration
degree from Marquette University.
Mark J. Airola, Sr. VP, GC & Admin Officer: Mark joined Newpark in October 2006 as its Vice President, General Counsel and Chief
Administrative Officer. Mr. Airola was named Senior Vice President in February of 2011. Prior to joining Newpark, Mr. Airola was
Assistant General Counsel and Chief Compliance Officer for BJ Services Company, a leading provider of pressure pumping and other
oilfield services to the petroleum industry, serving as an executive officer since 2003. From 1988 to 1995, he held the position of
Senior Litigation Counsel at Cooper Industries, Inc., a global manufacturer of electrical products and tools, with initial responsibility
for managing environmental regulatory matters and litigation and subsequently managing the company’s commercial litigation.
26
Phillip T. Vollands, President, Fluids Systems: Phil joined Newpark in October 2013 as President, North America Fluids Systems and
became President, Western Hemisphere in 2016. Prior to Newpark, he was Vice President, Tubular Running Services for
Weatherford International from 2010 to 2013. Previously, from 1997 to 2010, he served in a variety of sales and operational roles of
increasing responsibility for National Oilwell Varco including VP Power Generation Division and VP Global Strategic Accounts. Phil
started his oilfield career as a wireline logging engineer working primarily in the North Sea. He brings over 25 years of global oilfield
service experience that span multiple disciplines with a strong track record in driving profitable growth across the globe. Phil holds
a BA in Engineering Science from Oxford University and MA (Oxon).
Bruce C. Smith, Chief Technology Officer, Fluids Systems: Bruce has been in the drilling fluids industry since 1973 and has held
many technical, operational and leadership positions during this 35 year period. Bruce joined Newpark in April 1998 as Vice
President International and served as President of Newpark Drilling Fluids from October 2000 – June 2017. Prior to joining Newpark,
Mr. Smith was the Managing Director of the UK operations of M-I SWACO.
Matthew Lanigan, President Mats and Integrated Services: Matthew joined Newpark in April 2016, as President of Newpark Mats
& Integrated Services. Matthew began his professional career at ExxonMobil in Australia working on rigs as a Drilling & Completions
Engineer, progressing from there to Offshore Production Engineer and as a Marketer for Crude & LPG. While pursuing his MBA, he
accepted a position with GE in the Plastics division where he rose to the role of Chief Marketing Officer before transferring to the
Capital division of GE, based in the UK. His first opportunity to work in the United States came with the Enterprise Client Group of
GE's Capital division, where he worked in leadership roles in Sales & Marketing. In 2011, he was appointed as the Director of
Commercial Excellence for Asia Pacific, based in Australia. In addition to growing revenue and market share, key responsibilities for
this role included developing cross-organizational synergies and market entry strategies.
Ida Ashley, VP, Human Resources: Ida joined Newpark in March 2015 as Vice President, Human Resources. Ida has over 20 years of
experience in Human Resources, 17 of which were specific to Oilfield Services where she specialized in Employee Relations, Mergers
& Acquisitions and International HR programs. Ida has worked in a variety of HR leadership roles in Smith International, M-I SWACO
and Schlumberger. Her role prior to joining Newpark was VP of HR, North America in Schlumberger. Originating from Smith
International, she had the unique opportunity to lead the HR integration project team during the Schlumberger/Smith merger from
August 2010 – December 2012. Ida earned her Masters of Science in Human Resources from Houston Baptist University in 2000 and
her Bachelors of Arts in Modern Languages from Texas A&M in 1991.
M A N A G E M E N T B I O G R A P H I E S
27
Our Board members represent a desirable mix of diverse backgrounds, skills and experiences and we believe they
all share the personal attributes of effective directors. They each hold themselves to the highest standards of
integrity and are committed to the long-term interests of our stockholders.
B O A R D O F D I R E C T O R S
28
DAVID C. ANDERSON Chief Executive Officer, Anderson Partners
Chairman of the Board Former President and Chief Operating Officer, Heidrick & Struggles
ANTHONY J. BEST Retired Chief Executive Officer, SM Energy Company
G. STEPHEN FINLEY Retired Senior V.P. and Chief Financial Officer, Baker Hughes Incorporated
PAUL L. HOWES President and Chief Executive Officer, Newpark Resources
RODERICK A. LARSON President and Chief Executive Officer, Oceaneering International, Inc.
JOHN C. MINGE Chairman and President, BP America
GARY L. WARREN Retired Senior Vice President, Weatherford
Please visit our website for full biographies of our Board.
F O CU S E D ON C U S TOME R ’ S N E E D S