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): May 15, 2018
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-02960 | 72-1123385 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
9320 Lakeside Blvd., 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:
p | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
p | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
p | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
p | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 provided 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 May 15, 2018, 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 annual cash incentive compensation plan has included performance metrics 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 | |||
99.1 | ||||
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. | |||
Date: | May 15, 2018 | By: | /s/ Gregg S. Piontek |
Gregg S. Piontek | |||
Senior Vice President and Chief Financial Officer | |||
(Principal Financial Officer) | |||
NEWPARK RESOURCES PRESENTATION MAY 2018
FORWARD LOOKING STATEMENTS 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. 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 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, 2017, 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, our ability to expand our product and service offerings and enter new customer markets with our existing products, compliance with legal and regulatory matters, including environmental regulations, the availability of insurance and the risks and limitations of our insurance coverage, the ongoing impact of the U.S. Tax Cuts and Jobs Act and the refinement of provisional estimates, 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 our website at www.newpark.com. 2
NON‐ GAAP FINANCIAL MEASURES 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. 3
COMPANY OVERVIEW Consolidated Revenues $1,400 Two Operating Segments provide Full Year balanced income contribution: $1,200 $1,118 First Quarter $1,042 $1,000 Fluids Systems 3rd largest global provider of Drilling and millions) $800 $748 ($ $677 Completions Fluids to Oil and Gas $600 $471 exploration** Revenues $400 Mats and Integrated Services $200 $227 $159 Leading provider of engineered worksite $0 solutions, with diversified customer 2013 2014 2015 2016 2017 2018 base across industries First Quarter 2018 ‐ Breakdown by Segment Oil and Gas exploration Electrical transmission and distribution Revenue EBITDA* Fluids Systems Pipeline Mats and Integrated Services Petrochemical 22% Construction 48% 52% 78% Revenue recovery driven by oilfield activity increase and strategic growth * EBITDA is a non‐GAAP financial measure. See reconciliation to the most comparable initiatives GAAP measure in the Appendix to this presentation. EBITDA contribution % based on ** Source: 2017 Oilfield Market Report, Spears & Associates, Inc. Segment EBITDA and excludes Corporate Office expenses. 4
GLOBAL STRENGTH Revenue by Region –Q1 2018 U.S. Canada Latin America Eastern Hemisphere 25% 4% 61% 10% 5
STRENGTHENED BY OUR INVESTMENTS Elevated capital campaign completed Mats: Completed Manufacturing 2015 Infrastructure investments significantly and Technology Center 2016 enhance our competitiveness and support our market expansion initiatives Reflects our commitment to be the global leader in fluids and matting technology Fluids: Manufacturing Facility & Distribution Center Completed 2016 Fluids: Gulf of Mexico Deepwater Shorebase Completed 2017 6
FLUIDS SYSTEMS‐ OVERVIEW Total Segment Revenues $1,200 Full Year Largest independent Drilling $965 $1,000 $926 First Quarter and Completion Fluids provider $800 globally* millions) $616 $600 $581 ($ $395 $400 Capitalizing on strong market $200 Revenues $136 $177 $0 position in drilling fluids to 2013 2014 2015 2016 2017 2018 expand offerings in completion First Quarter ‐ 2018 Revenue by Region fluids and stimulation chemicals 5% 30% Expanding IOC & NOC 52% relationships to grow global 13% market share U.S. Canada Eastern Hemisphere Latin America * Source: 2017 Oilfield Market Report, Spears & Associates, Inc. 7
FLUIDS SYSTEMS‐ LEADING TECHNOLOGY 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 8
FLUIDS SYSTEMS –NORTH AMERICA North American Revenues $800 $687 $700 $654 Full Year Currently hold #2 market share $600 First Quarter position in U.S. land* millions) $500 ($ $395 $400 $352 Consistently expanded share $300 through cycle $183 Revenue $200 $100 Service quality, operational focus $85 $116 $0 and organizational alignment 2013 2014 2015 2016 2017 2018 driving share gains (1) Average NAM Rig Count & Market Share Expanding into deepwater GOM NAM Rig Count Market Share 2,500 16% 2,241 2,114 Industry‐leading shorebase 15% 2,000 facility completed in 2017 14% 1,500 1,235 1,170 1,083 13% First deepwater project for 1,000 12% 639 major IOC, using Kronos 500 11% system in Q2 2018 ‐ 10% 2013 2014 2015 2016 2017 First Quarter 2018 *Source: Kimberlite International Oilfield Research, June 2017 (1) Source: BHGE and company data 9
FLUIDS SYSTEMS – INTERNATIONAL International Revenues $350 International presence remains key to Full Year $300 $272 $278 First Quarter our strategy, leveraging IOC/NOC $250 $229 $220 relationships globally $212 $200 millions) More stable than NAM, through the ($ $150 industry cycles $100 Longer term contracts Revenue $50 $51 $62 Largely IOC’s/NOC’s $0 Fewer competitors 2013 2014 2015 2016 2017 2018 Key contract awards have driven steady International Revenues by Region growth in EMEA region $300 APAC $28 Kuwait (KOC) $250 $36 LATAM $5 $4 Algeria (Sonatrach) $18 EMEA $200 $84 $99 $47 $40 $37 Republic of Congo (ENI) millions) ($ $150 Albania (Shell) $100 $166 $164 $167 $179 $3 APAC increasing due to start‐up of $137 Revenue $50 $8 Woodside project in offshore Australia $51 $0 Partnering with Baker Hughes on 2013 2014 2015 2016 2017 First integrated service offering Quarter 10 2018
MATS & INTEGRATED SERVICES ‐ OVERVIEW Leading provider of engineered worksite and access solutions Established core business in NAM exploration market, where mats reduce operator’s costs and improve environmental protection during drilling and completion phase In recent years, expanded into non‐ exploration end markets, which now comprise 50% of revenues Total Segment Revenues $180 Full Year $153 Revenues include rentals & service, as well $160 First Quarter $140 $132 as sales of manufactured matting products $116 $120 millions) $96 ($ Patented technology, service capability and $100 $76 size of composite mat rental fleet provide $80 $60 competitive advantage Revenues $40 $50 Recent completion of R&D Center is critical to $20 $23 drive innovation and expansion of product $0 offering 2013 2014 2015 2016 2017 2018 11
MATS ‐ COMPETITIVE ADVANTAGES ACROSS INDUSTRIES Superior Transportation, Install & Enhanced EH&S Scale & Quality Remediation Efficiency Attributes Responsiveness DO WE HAVE PHOTOS OF ACTUAL INSTALL? PHOTO FROM PG 3 OF BROCHURE? 12
MATS – ACCELERATING DIVERSIFICATION Diversifying beyond the wellsite Accelerating 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 13
MATS –WELL SERVICE GROUP/UTILITY ACCESS SOLUTION ACQUISITION Acquisition completed November 2017 Served as strategic logistics and installation service provider 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 14
MATS –DIVERSIFICATION IS KEY TO EARNINGS STABILITY Following collapse of O&G activity in Segment Revenue and EBITDA Margin Revenue 2015, expansion of business outside of 60% NAM exploration accelerated $200 EBITDA Margin 50% $153 Geographic and end‐user market Millions) $150 40% Margin* $132 ($ diversification is key to maintaining $116 30% $100 $96 stable profitability and cash flow profile $76 EBITDA Revenue 20% Significant opportunity for expansion $50 10% remains $0 0% Capitalize on NAM exploration 2013 2014 2015 2016 2017 * EBITDA and EBITDA margin are non‐GAAP financial measures. See reconciliation to the most recovery and expanding role in well comparable GAAP measure in the Appendix to this presentation. completion activities Revenues by Market Expanding presence in non‐ O&G Exploration NAM Non‐Exploration Int'l Non‐Exploration exploration markets $150 $11 Build upon position in utilities and $100 Millions) $10 ($ $77 pipeline, where a high volume of $42 $10 infrastructure projects are planned $50 $44 Revenue $44 $44 $22 for upcoming years $0 2015 2016 2017 15
FINANCIAL FOCUS Operating Cash Flow $200 Consistently generated positive operating $152 cash flow through the cycle $150 $122 Maintained modest debt level throughout $89 $100 the cycle Millions $38 $50 $ Short‐Term Focus $11 $1 $0 Pursue repatriation of available foreign 2013 2014 2015 2016 2017 First Quarter 2018 cash following U.S. tax reform Continue efforts to optimize working Capital Structure capital Total Debt Net Debt (1) Total Debt to Capital Ratio $187 $200 $183 $182 $179 35% Limit capital investments beyond growth $180 $156 $160 initiatives $160 32% $140 $127 Long‐Term Strategic Focus $117 $120 $104 29% $100 $97 Continue strategic investments in fluids Millions $80 $71 $68 26% $ $60 IOC/deepwater penetration $40 23% Expand product offering to leverage global $20 footprint $0 20% 2013 2014 2015 2016 2017 First Quarter Aggressively pursue non‐E&P market 2018 (1) Net Debt is a non‐GAAP financial measure. See reconciliation to the most comparable GAAP expansion in mats measure in the Appendix to this presentation. 16
APPENDIX
CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED) Three Months Ended March 31, December 31, March 31, (In thousands, except per share data) 2018 2017 2017 Revenues$ 227,293 $ 204,389 $ 158,691 Cost of revenues 186,455 165,291 129,590 Selling, general and administrative expenses 26,954 29,541 25,397 Other operating (income) loss, net 46 (283) (42) Operating income 13,838 9,840 3,746 Foreign currency exchange loss 225 951 392 Interest expense, net 3,300 3,028 3,218 Income from continuing operations before income taxes 10,313 5,861 136 Provision (benefit) for income taxes 3,091 (2,056) 1,119 Income (loss) from continuing operations 7,222 7,917 (983) Loss from disposal of discontinued operations, net of tax ‐ (17,367) ‐ Net income (loss) $ 7,222 $ (9,450) $ (983) Calculation of EPS: Income (loss) from continuing operations ‐ basic and diluted$ 7,222 $ 7,917 $ (983) Weighted average common shares outstanding ‐ basic 89,094 87,414 84,153 Dilutive effect of stock options and restricted stock awards 2,637 2,580 ‐ Dilutive effect of 2021 Convertible Notes ‐ ‐ ‐ Weighted average common shares outstanding ‐ diluted 91,731 89,994 84,153 Income (loss) per common share ‐ diluted: Income (loss) from continuing operations$ 0.08 $ 0.09 $ (0.01) Loss from discontinued operations ‐ (0.20) ‐ Net income (loss) $ 0.08 $ (0.11) $ (0.01) 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. 18
OPERATING SEGMENT RESULTS (UNAUDITED) Three Months Ended March 31, December 31, March 31, (In thousands) 2018 2017 2017 Revenues Fluids systems$ 177,379 $ 162,404 $ 136,050 Mats and integrated services 49,914 41,985 22,641 Total revenues $ 227,293 $ 204,389 $ 158,691 Operating income (loss) Fluids systems$ 10,477 $ 7,435 $ 6,352 Mats and integrated services 12,086 11,729 6,402 Corporate office (8,725) (9,324) (9,008) Operating income $ 13,838 $ 9,840 $ 3,746 Segment operating margin Fluids systems 5.9% 4.6% 4.7% Mats and integrated services 24.2% 27.9% 28.3% 19
CONSOLIDATED BALANCE SHEET (UNAUDITED) (In thousands, except share data) March 31, 2018 December 31, 2017 ASSETS Cash and cash equivalents$ 59,938 $ 56,352 Receivables, net 267,179 265,866 Inventories 189,109 165,336 Prepaid expenses and other current assets 16,502 17,483 Total current assets 532,728 505,037 Property, plant and equipment, net 315,552 315,320 Goodwill 44,397 43,620 Other intangible assets, net 28,906 30,004 Deferred tax assets 3,389 4,753 Other assets 3,752 3,982 Total assets$ 928,724 $ 902,716 LIABILITIES AND STOCKHOLDERS’ EQUITY Current debt$ 1,391 $ 1,518 Accounts payable 107,601 88,648 Accrued liabilities 38,880 68,248 Total current liabilities 147,872 158,414 Long‐term debt, less current portion 185,635 158,957 Deferred tax liabilities 36,978 31,580 Other noncurrent liabilities 8,024 6,285 Total liabilities 378,509 355,236 Common stock, $0.01 par value, 200,000,000 shares authorized and 104,635,290 and 104,571,389 shares issued, respectively 1,046 1,046 Paid‐in capital 606,491 603,849 Accumulated other comprehensive loss (53,885) (53,219) Retained earnings 123,743 123,375 Treasury stock, at cost; 15,318,800 and 15,366,504 shares, respectiv (127,180) (127,571) Total stockholders’ equity 550,215 547,480 Total liabilities and stockholders' equity$ 928,724 $ 902,716 20
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) Three Months Ended March 31, (In thousands) 2018 2017 Cash flows from operating activities: Net income (loss) $ 7,222 $ (983) Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: Depreciation and amortization 11,271 9,387 Stock-based compensation expense 2,289 2,836 Provision for deferred income taxes 381 (2,545) Net provision for doubtful accounts 341 666 Gain on sale of assets (383) (847) Amortization of original issue discount and debt issuance costs 1,309 1,330 Change in assets and liabilities: Increase in receivables (5,928) (23,019) Increase in inventories (17,841) (829) Decrease in other assets 129 521 Increase (decrease) in accounts payable 18,511 (1,692) Increase (decrease) in accrued liabilities and other (17,168) 3,731 Net cash provided by (used in) operating activities 133 (11,444) Cash flows from investing activities: Capital expenditures (10,696) (7,291) Refund of proceeds from sale of a business (13,974) - Proceeds from sale of property, plant and equipment 575 288 Net cash used in investing activities (24,095) (7,003) Cash flows from financing activities: Borrowings on lines of credit 107,156 - Payments on lines of credit (81,224) - Debt issuance costs - (157) Proceeds from employee stock plans 353 211 Purchases of treasury stock (42) (48) Other financing activities (545) (371) Net cash provided by (used in) financing activities 25,698 (365) Effect of exchange rate changes on cash 812 846 Net increase (decrease) in cash, cash equivalents, and restricted cash 2,548 (17,966) Cash, cash equivalents, and restricted cash at beginning of year 65,460 95,299 Cash, cash equivalents, and restricted cash at end of period $ 68,008 $ 77,333 21
NON‐ GAAP FINANCIAL MEASURES(UNAUDITED) 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. Consolidated December 31, March 31, (In thousands) 2013 2014 2015 2016 2017 2018 Net income (loss) from continuing operations (GAAP) (1) $ 65,323 $ 102,278 $ (90,828) $ (40,712) $ (6,148) $ 7,222 (Gain) loss from disposal of discontinued operations, net of tax - (22,117) - - 17,367 - (Income) from discontinued operations, net of tax (12,701) (1,152) - - - - Interest expense, net 11,279 10,431 9,111 9,866 13,273 3,300 Provision (benefit) for income taxes 28,725 41,048 (21,398) (24,042) 4,893 3,091 Depreciation and amortization 39,764 41,175 43,917 37,955 39,757 11,271 EBITDA (non-GAAP) (1) $ 132,390 $ 171,663 $ (59,198) $ (16,933) $ 69,142 $ 24,884 (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. 22
NON‐ GAAP FINANCIAL MEASURES(UNAUDITED) Fluids Sys tems December 31, March 31, (In thousands) 2013 2014 2015 2016 2017 2018 Operating income (loss) (GAAP) (2) $ 72,604 $ 95,600 $ (86,770) $ (43,631) $ 27,580 $ 10,477 Depreciation and amortization 26,679 22,934 22,108 20,746 21,566 5,290 EBITDA (non-GAAP) (2) $ 99,283 $ 118,534 $ (64,662) $ (22,885) $ 49,146 $ 15,767 Revenues$ 926,392 $ 965,049 $ 581,136 $ 395,461 $ 615,803 $ 177,379 Operating Margin (GAAP) 7.8% 9.9% -14.9% -11.0% 4.5% 5.9% EBITDA Margin (non-GAAP) 10.7% 12.3% -11.1% -5.8% 8.0% 8.9% Mats and Integrated Services December 31, March 31, (In thousands) 2013 2014 2015 2016 2017 2018 Operating income (loss) (GAAP) (3) $ 49,394 $ 70,526 $ 24,949 $ 14,741 $ 40,491 $ 12,086 Depreciation and amortization 10,501 15,507 18,869 14,227 14,991 5,114 EBITDA (non-GAAP) (3) $ 59,895 $ 86,033 $ 43,818 $ 28,968 $ 55,482 $ 17,200 Revenues$ 115,964 $ 153,367 $ 95,729 $ 76,035 $ 131,960 $ 49,914 Operating Margin (GAAP) 42.6% 46.0% 26.1% 19.4% 30.7% 24.2% EBITDA Margin (non-GAAP) 51.6% 56.1% 45.8% 38.1% 42.0% 34.5% (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 $0.3 million of pre‐tax charges associated with workforce reductions. 23
NON‐ GAAP FINANCIAL MEASURES(UNAUDITED) The following table reconciles the Company’s ratio of total debt to capital calculated in accordance with GAAP to the non‐GAAP financial measure of the Company’s ratio of net debt to capital: Consolidated December 31, March 3 1 , (In thousands) 2013 2014 2015 2016 2017 2018 Current debt$ 12,867 $ 11,648 $ 7,382 $ 83,368 $ 1,518 $ 1,391 Long-term debt, less current portion 170,009 170,462 171,211 72,900 158,957 185,635 Total Debt 182,876 182,110 178,593 156,268 160,475 187,026 Total stockholders' equity 581,054 625,458 520,259 500,543 547,480 550,215 Total Capital $ 763,930 $ 807,568 $ 698,852 $ 656,811 $ 707,955 $ 737,241 Ratio of Total Debt to Capital 23.9% 22.6% 25.6% 23.8% 22.7% 25.4% Total Debt $ 182,876 $ 182,110 $ 178,593 $ 156,268 $ 160,475 $ 187,026 Less: cash and cash equivalents (65,840) (85,052) (107,138) (87,878) (56,352) (59,938) Net Debt 117,036 97,058 71,455 68,390 104,123 127,088 Total stockholders' equity 581,054 625,458 520,259 500,543 547,480 550,215 Total Capital, Net of Cash $ 698,090 $ 722,516 $ 591,714 $ 568,933 $ 651,603 $ 677,303 Ratio of Net Debt to Capital 16.8% 13.4% 12.1% 12.0% 16.0% 18.8% 24
EXPERIENCED LEADERSHIP • Paul Howes President & Chief Executive Officer • Gregg Piontek Senior Vice President & Chief Financial Officer • Mark Airola Senior Vice President, General Counsel & Administration Officer • Phil Vollands President Fluids Systems • Bruce Smith Chief Technology Marketing Officer • Matthew Lanigan President Mats & Integrated Services • Ida Ashley Vice President, Human Resources 25
MANAGEMENT BIOGRAPHIES 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, aprimary 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 is currently a member of the Board of Directors of the American Petroleum Institute (API) and the National Association of Manufacturers (NAM). He was previously Chairman of the General Membership Committee and a member of the Executive Committee of the API. Additionally, Mr. Howes was also a previous member of the Board of Directors of the National Ocean Industries Association (NOIA). Gregg S. Piontek, SVP & 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, SVP, 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
MANAGEMENT BIOGRAPHIES 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 Marketing Officer: 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. 27
BOARD OF DIRECTORS 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. 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. MINGÉ Chairman and President, BP America ROSE M. ROBESON Retired VP and CFO, general partner of DCP Midstream Partners LP GARY L. WARREN Retired Senior Vice President, Weatherford Please visit our website for full biographies of our Board. 28
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