nr-20220630

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, 2022

☐ 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 1, 2022, a total of 93,999,672 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, 2022


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	15
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 our Quarterly Report on Form 10-Q for the period ended March 31, 2022, and our Annual Report on Form 10-K for the year ended December 31, 2021.

PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements

Newpark Resources, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(In thousands, except share data)	June 30, 2022		December 31, 2021
ASSETS
Cash and cash equivalents	$	20,159	$	24,088
Receivables, net	192,801		194,296
Inventories	190,171		155,341
Prepaid expenses and other current assets	17,800		14,787
Total current assets	420,931		388,512

Property, plant and equipment, net	242,062		260,256
Operating lease assets	25,500		27,569
Goodwill	47,132		47,283
Other intangible assets, net	22,006		24,959
Deferred tax assets	5,403		2,316
Other assets	2,890		1,991
Total assets	$	765,924	$	752,886

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current debt	$	22,484	$	19,210
Accounts payable	94,587		84,585
Accrued liabilities	39,194		46,597
Total current liabilities	156,265		150,392

Long-term debt, less current portion	121,975		95,593
Noncurrent operating lease liabilities	20,488		22,352
Deferred tax liabilities	7,143		11,819
Other noncurrent liabilities	9,302		10,344
Total liabilities	315,173		290,500

Commitments and contingencies (Note 9)

Common stock, $0.01 par value (200,000,000 shares authorized and 111,287,933 and 109,330,733 shares issued, respectively)	1,113		1,093
Paid-in capital	637,293		634,929
Accumulated other comprehensive loss	(68,801)		(61,480)
Retained earnings	18,091		24,345
Treasury stock, at cost (17,288,261 and 16,981,147 shares, respectively)	(136,945)		(136,501)
Total stockholders’ equity	450,751		462,386
Total liabilities and stockholders’ equity	$	765,924	$	752,886

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)	2022		2021		2022		2021
Revenues	$	194,144	$	142,249	$	370,582	$	283,421
Cost of revenues	168,206		124,106		319,194		244,097
Selling, general and administrative expenses	24,330		22,980		48,763		43,891
Other operating income, net	(80)		(1,590)		(30)		(1,864)
Impairment	7,905		—		7,905		—
Operating loss	(6,217)		(3,247)		(5,250)		(2,703)

Foreign currency exchange (gain) loss	(583)		224		(519)		(108)
Interest expense, net	1,638		2,164		2,844		4,572
Loss on extinguishment of debt	—		—		—		790
Loss before income taxes	(7,272)		(5,635)		(7,575)		(7,957)

Provision (benefit) for income taxes	480		363		(2,344)		3,403
Net loss	$	(7,752)	$	(5,998)	$	(5,231)	$	(11,360)

Net loss per common share - basic:	$	(0.08)	$	(0.07)	$	(0.06)	$	(0.12)
Net loss per common share - diluted:	$	(0.08)	$	(0.07)	$	(0.06)	$	(0.12)

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)		2022		2021		2022		2021

Net loss		$	(7,752)	$	(5,998)	$	(5,231)	$	(11,360)

Foreign currency translation adjustments (net of tax benefit (expense) of $366, $(90), $465, $186)		(6,093)		670		(7,321)		(2,614)

Comprehensive loss		$	(13,845)	$	(5,328)	$	(12,552)	$	(13,974)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

Newpark Resources, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


(In thousands)	Common Stock		Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Total
Balance at March 31, 2022	$	1,093	$	636,397	$	(62,708)	$	26,866	$	(136,505)	$	465,143
Net loss	—		—		—		(7,752)		—		(7,752)
Employee stock options, restricted stock and employee stock purchase plan	20		(834)		—		(1,023)		(440)		(2,277)
Stock-based compensation expense	—		1,730		—		—		—		1,730
Foreign currency translation, net of tax	—		—		(6,093)

SEC Form 10-Q filed by Newpark Resources Inc.