nr-20210630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-02960

Newpark Resources, Inc.

(Exact name of registrant as specified in its charter)


Delaware		72-1123385
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9320 Lakeside Boulevard,	Suite 100
The Woodlands,	Texas	77381
(Address of principal executive offices)		(Zip Code)

(281) 362-6800

(Registrant’s telephone number, including area code)


Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	NR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of August 2, 2021, a total of 92,080,085 shares of common stock, $0.01 par value per share, were outstanding.

NEWPARK RESOURCES, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2021


PART I	FINANCIAL INFORMATION	2
ITEM 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	30
ITEM 4.	Controls and Procedures	30
PART II	OTHER INFORMATION	31
ITEM 1.	Legal Proceedings	31
ITEM 1A.	Risk Factors	31
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
ITEM 3.	Defaults Upon Senior Securities	32
ITEM 4.	Mine Safety Disclosures	32
ITEM 5.	Other Information	32
ITEM 6.	Exhibits	33
	Signatures	34

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. We also may provide oral or written forward-looking statements in other materials we release to the public. Words such as “will,” “may,” “could,” “would,” “should,” “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 as of the filing date of this Quarterly Report on Form 10-Q; 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.

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. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed in this Quarterly Report on Form 10-Q might not occur.

For further information regarding these and other factors, risks, and uncertainties that could cause actual results to differ, we refer you to the risk factors set forth in Item 1A “Risk Factors” in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2020.

PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements

Newpark Resources, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(In thousands, except share data)	June 30, 2021		December 31, 2020
ASSETS
Cash and cash equivalents	$	35,094	$	24,197
Receivables, net	142,789		141,045
Inventories	147,191		147,857
Prepaid expenses and other current assets	16,959		15,081
Total current assets	342,033		328,180

Property, plant and equipment, net	266,355		277,696
Operating lease assets	29,067		30,969
Goodwill	42,484		42,444
Other intangible assets, net	23,605		25,428
Deferred tax assets	3,566		1,706
Other assets	2,437		2,769
Total assets	$	709,547	$	709,192

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current debt	$	11,255	$	67,472
Accounts payable	70,527		49,252
Accrued liabilities	37,281		36,934
Total current liabilities	119,063		153,658

Long-term debt, less current portion	66,545		19,690
Noncurrent operating lease liabilities	23,530		25,068
Deferred tax liabilities	15,269		13,368
Other noncurrent liabilities	8,896		9,376
Total liabilities	233,303		221,160

Commitments and contingencies (Note 9)

Common stock, $0.01 par value (200,000,000 shares authorized and 109,003,762 and 107,587,786 shares issued, respectively)	1,090		1,076
Paid-in capital	629,833		627,031
Accumulated other comprehensive loss	(56,786)		(54,172)
Retained earnings	38,510		50,937
Treasury stock, at cost (16,956,256 and 16,781,150 shares, respectively)	(136,403)		(136,840)
Total stockholders’ equity	476,244		488,032
Total liabilities and stockholders’ equity	$	709,547	$	709,192

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Newpark Resources, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended June 30,			Six Months Ended June 30,
(In thousands, except per share data)		2021		2020		2021		2020
Revenues		$	142,249	$	101,946	$	283,421	$	266,496
Cost of revenues		124,106		112,290		244,097		258,374
Selling, general and administrative expenses		22,980		20,937		43,891		45,633
Other operating income, net		(1,590)		(742)		(1,864)		(1,086)
Operating loss		(3,247)		(30,539)		(2,703)		(36,425)

Foreign currency exchange (gain) loss		224		781		(108)		2,763
Interest expense, net		2,164		2,912		4,572		6,113
(Gain) loss on extinguishment of debt		—		(1,334)		790		(419)
Loss before income taxes		(5,635)		(32,898)		(7,957)		(44,882)

Provision (benefit) for income taxes		363		(6,654)		3,403		(6,490)
Net loss		$	(5,998)	$	(26,244)	$	(11,360)	$	(38,392)

Net loss per common share - basic:		$	(0.07)	$	(0.29)	$	(0.12)	$	(0.43)
Net loss per common share - diluted:		$	(0.07)	$	(0.29)	$	(0.12)	$	(0.43)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Newpark Resources, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


	Three Months Ended June 30,			Six Months Ended June 30,
(In thousands)		2021		2020		2021		2020

Net loss		$	(5,998)	$	(26,244)	$	(11,360)	$	(38,392)

Foreign currency translation adjustments (net of tax benefit (expense) of $(

SEC Form 10-Q filed by Newpark Resources, Inc.