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Published: 2021-08-03 16:27:42 ET
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EX-99.1 2 a2021q28k-erex991.htm EX-99.1 Document

Exhibit 99.1
     ex99-1img001a10.jpg
     NEWS RELEASE
Contacts: Gregg Piontek
Senior Vice President and Chief Financial Officer
Newpark Resources, Inc.
gpiontek@newpark.com
281-362-6800
FOR IMMEDIATE RELEASE
NEWPARK RESOURCES REPORTS SECOND QUARTER 2021 RESULTS

THE WOODLANDS, TX – August 3, 2021 – Newpark Resources, Inc. (NYSE: NR) (“Newpark” or the “Company”) today announced results for its second quarter ended June 30, 2021. Total revenues for the second quarter of 2021 were $142.2 million compared to $141.2 million for the first quarter of 2021 and $101.9 million for the second quarter of 2020. Net loss for the second quarter of 2021 was $6.0 million, or ($0.07) per share, compared to a net loss of $5.4 million, or ($0.06) per share, for the first quarter of 2021, and a net loss of $26.2 million, or ($0.29) per share, for the second quarter of 2020.
Second quarter 2021 results include a $1.0 million pre-tax gain in the Industrial Solutions segment ($0.01 per share after-tax) related to a legal settlement as well as $0.6 million of pre-tax charges in the Fluids Systems segment ($0.01 per share after-tax) related to severance costs.
Paul Howes, Newpark’s President and Chief Executive Officer, stated, “Our second quarter results reflect another step forward in our strategy execution, as we continue to reshape and position the Company for sustainable and profitable growth. Consolidated revenues improved 1% sequentially to $142 million, with a 28% increase in international Fluids Systems revenues and a 15% improvement in Industrial Solutions rental and service revenues offsetting the previously anticipated pullback in Industrial Solutions product sales.
“Our Industrial Solutions business continues to demonstrate the value of our diversification efforts, as we expand our presence in the power transmission and other industrial end-markets. As anticipated, coming off the exceptionally strong first quarter product sales, segment revenues declined 15% sequentially to $45 million in the second quarter, as site access product sales pulled back to $10 million for the quarter. Partially offsetting the product sales reduction, rental and service revenues improved 15% sequentially, contributing $33 million of revenues in the second quarter, including a record $25 million contribution from the power transmission and other industrial end-markets, reflecting strong performance both in the U.S. and the United Kingdom. With the lower revenue, our Industrial Solutions operating margin declined modestly to 22% in the second quarter.”
Howes continued, “In the Fluids Systems segment, revenues improved 11% sequentially, benefitting from project start-ups and the early phases of recovery within certain international markets, following the COVID-related disruptions that significantly impacted the previous four quarters. Our international revenues improved 28% sequentially to $35 million in the second quarter, benefitting primarily from improvements in Europe and North Africa. In North America, revenues improved modestly to $62 million, with a 19% improvement in the U.S. largely offset by the seasonal pullback in Canada. Despite the revenue growth and positive earnings contribution from our international business, the Fluids segment remained below EBITDA break-even in the second quarter, impacted by elevated operating expenses, including employee severance and costs associated with our ongoing inventory rationalization efforts. In addition, the quarter was impacted by an unfavorable sales mix on U.S. land, which we expect to normalize going forward.
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“For the first half of 2021, we generated $26 million of cash from operations, while leveraging our capital-light business model to deliver $25 million of Free Cash Flow, ending the second quarter with a total debt balance of $78 million and a cash balance of $35 million,” added Howes. “With an improving economic outlook and a very modest debt burden, we are well positioned to fund our growth objectives and generate strong free cash flow over the long-term.”
Balance Sheet Classification of Convertible Notes due December 2021
Our U.S. asset-based loan facility (“ABL Facility”) requires that we meet certain minimum financial requirements to include eligible rental mat assets in the ABL Facility borrowing availability as well as to utilize the ABL Facility to fund the repayment of our Convertible Notes. As measured on the trailing twelve-month period ended June 30, 2021, we have satisfied these ABL Facility requirements and intend to fund the repayment of the Convertible Notes due December 2021 utilizing borrowings under the ABL Facility, which matures in March 2024. Accordingly, the Convertible Notes were reclassified from current debt to long-term debt in the June 30, 2021 balance sheet. After giving effect to satisfying the ABL Facility requirements, total availability under the ABL Facility is $108 million, inclusive of $24 million in eligible rental mats, with $21 million outstanding as of August 2, 2021.
Segment Results
The Fluids Systems segment generated revenues of $97.1 million for the second quarter of 2021 compared to $87.8 million for the first quarter of 2021 and $74.7 million for the second quarter of 2020. Segment operating loss was $6.5 million for the second quarter of 2021 compared to an operating loss of $6.8 million for the first quarter of 2021 and an operating loss of $25.1 million for the second quarter of 2020. Operating loss for the second quarter of 2021 includes $0.6 million of charges related to severance costs. Operating loss for the second quarter of 2020 included $11.7 million of charges primarily related to inventory write-downs, severance costs, and facility exit costs.
The Industrial Solutions segment generated revenues of $45.2 million for the second quarter of 2021 compared to $53.3 million for the first quarter of 2021 and $27.3 million for the second quarter of 2020. Segment operating income was $10.1 million for the second quarter of 2021 compared to $13.1 million for the first quarter of 2021 and $1.0 million for the second quarter of 2020. Operating income for the second quarter of 2021 includes a $1.0 million gain related to a legal settlement.

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Conference Call
Newpark has scheduled a conference call to discuss second quarter of 2021 results and its near-term operational outlook, which will be broadcast live over the Internet, on Wednesday, August 4, 2021 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 Resources 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 18, 2021 and may be accessed by dialing 201-612-7415 and using pass code 13720703#. 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 geographically diversified supplier providing products, as well as rentals and services to a variety of industries, including oil and gas exploration, electrical transmission & distribution, pipeline, renewable energy, petrochemical, construction, and other industries. 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 of 1995, as amended. All statements other than statements of historical facts are forward-looking statements. 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 statements are not guarantees that our expectations will prove to be correct 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, 2020, as well as others, could cause actual plans or 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 COVID-19 pandemic; the worldwide oil and natural gas industry; our customer concentration and reliance on the U.S. exploration and production market; our international operations; operating hazards present in the oil and natural gas industry and substantial liability claims, including catastrophic well incidents; our contracts that can be terminated or downsized by our customers without penalty; our product offering expansion; our ability to attract, retain and develop qualified leaders, key employees and skilled personnel; the availability of raw materials; business acquisitions and capital investments; our market competition; technological developments and intellectual property in our industry; severe weather, natural disasters, and seasonality; our cost and continued availability of borrowed funds, including noncompliance with debt covenants; environmental laws and regulations; our legal compliance; the inherent limitations of insurance coverage; income taxes; cybersecurity breaches or business system disruptions; our ability to maintain compliance with the New York Stock Exchange’s continued listing requirements; and our amended and restated bylaws, which could limit our stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with us or our directors, officers or other employees. We assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities laws. 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.

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Newpark Resources, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months EndedSix Months Ended
(In thousands, except per share data)June 30,
2021
March 31, 2021June 30,
2020
June 30,
2021
June 30,
2020
Revenues$142,249 $141,172 $101,946 $283,421 $266,496 
Cost of revenues124,106 119,991 112,290 244,097 258,374 
Selling, general and administrative expenses22,980 20,911 20,937 43,891 45,633 
Other operating income, net(1,590)(274)(742)(1,864)(1,086)
Operating income (loss)(3,247)544 (30,539)(2,703)(36,425)
Foreign currency exchange (gain) loss224 (332)781 (108)2,763 
Interest expense, net2,164 2,408 2,912 4,572 6,113 
(Gain) loss on extinguishment of debt— 790 (1,334)790 (419)
Loss before income taxes(5,635)(2,322)(32,898)(7,957)(44,882)
Provision (benefit) for income taxes363 3,040 (6,654)3,403 (6,490)
Net loss$(5,998)$(5,362)$(26,244)$(11,360)$(38,392)
Calculation of EPS:
Net loss - basic and diluted$(5,998)$(5,362)$(26,244)$(11,360)$(38,392)
Weighted average common shares outstanding - basic91,145 90,701 89,981 90,924 89,813 
Dilutive effect of stock options and restricted stock awards— — — — — 
Dilutive effect of Convertible Notes— — — — — 
Weighted average common shares outstanding - diluted91,145 90,701 89,981 90,924 89,813 
Net loss per common share - basic:$(0.07)$(0.06)$(0.29)$(0.12)$(0.43)
Net loss per common share - diluted:$(0.07)$(0.06)$(0.29)$(0.12)$(0.43)

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Newpark Resources, Inc.
Operating Segment Results
(Unaudited)
Three Months EndedSix Months Ended
(In thousands)June 30,
2021
March 31, 2021June 30,
2020
June 30,
2021
June 30,
2020
Revenues
Fluids Systems$97,093 $87,849 $74,662 $184,942 $207,467 
Industrial Solutions45,156 53,323 27,284 98,479 59,029 
Total revenues$142,249 $141,172 $101,946 $283,421 $266,496 
Operating income (loss)
Fluids Systems (1)
$(6,531)$(6,767)$(25,059)$(13,298)$(27,327)
Industrial Solutions (2)
10,143 13,130 1,005 23,273 4,067 
Corporate office (3)
(6,859)(5,819)(6,485)(12,678)(13,165)
Total operating income (loss)$(3,247)$544 $(30,539)$(2,703)$(36,425)
Segment operating margin
Fluids Systems(6.7)%(7.7)%(33.6)%(7.2)%(13.2)%
Industrial Solutions22.5 %24.6 %3.7 %23.6 %6.9 %
(1)Fluids Systems operating loss for both the three and six months ended June 30, 2021 includes $0.6 million of charges related to severance costs. Fluids Systems operating loss for the three and six months ended June 30, 2020 included $11.7 million and $12.9 million, respectively, of charges related to inventory write-downs, severance costs, and facility exit costs.
(2)Industrial Solutions operating income for both the three and six months ended June 30, 2021 includes a $1.0 million gain related to a legal settlement.
(3)Corporate office expenses for the three and six months ended June 30, 2020 included $0.2 million and $0.4 million, respectively, of charges related to severance costs.

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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, net142,789 141,045 
Inventories147,191 147,857 
Prepaid expenses and other current assets16,959 15,081 
Total current assets342,033 328,180 
Property, plant and equipment, net266,355 277,696 
Operating lease assets29,067 30,969 
Goodwill42,484 42,444 
Other intangible assets, net23,605 25,428 
Deferred tax assets3,566 1,706 
Other assets2,437 2,769 
Total assets$709,547 $709,192 
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Current debt$11,255 $67,472 
Accounts payable70,527 49,252 
Accrued liabilities37,281 36,934 
Total current liabilities119,063 153,658 
Long-term debt, less current portion66,545 19,690 
Noncurrent operating lease liabilities23,530 25,068 
Deferred tax liabilities15,269 13,368 
Other noncurrent liabilities8,896 9,376 
Total liabilities233,303 221,160 
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 capital629,833 627,031 
Accumulated other comprehensive loss(56,786)(54,172)
Retained earnings38,510 50,937 
Treasury stock, at cost (16,956,256 and 16,781,150 shares, respectively)
(136,403)(136,840)
Total stockholders’ equity476,244 488,032 
Total liabilities and stockholders' equity$709,547 $709,192 

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Newpark Resources, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30,
(In thousands)20212020
Cash flows from operating activities:  
Net loss$(11,360)$(38,392)
Adjustments to reconcile net loss to net cash provided by operations:  
Inventory impairments— 8,996 
Depreciation and amortization21,493 22,915 
Stock-based compensation expense3,273 3,077 
Provision for deferred income taxes402 (11,418)
Credit loss expense230 726 
Gain on sale of assets(5,358)(2,163)
(Gain) loss on extinguishment of debt790 (419)
Amortization of original issue discount and debt issuance costs2,068 2,801 
Change in assets and liabilities: 
(Increase) decrease in receivables(5,594)66,510 
(Increase) decrease in inventories(209)7,512 
Increase in other assets(2,236)(5,294)
Increase (decrease) in accounts payable21,344 (26,577)
Increase (decrease) in accrued liabilities and other994 (3,261)
Net cash provided by operating activities25,837 25,013 
Cash flows from investing activities:  
Capital expenditures(10,477)(10,655)
Proceeds from sale of property, plant and equipment9,208 7,963 
Net cash used in investing activities(1,269)(2,692)
Cash flows from financing activities:  
Borrowings on lines of credit97,746 117,068 
Payments on lines of credit(100,469)(116,207)
Purchases of Convertible Notes(18,107)(29,124)
Proceeds from term loan8,258 — 
Debt issuance costs(196)— 
Purchases of treasury stock(1,350)(326)
  Other financing activities808 2,480 
Net cash used in financing activities(13,310)(26,109)
Effect of exchange rate changes on cash(591)(2,713)
Net increase (decrease) in cash, cash equivalents, and restricted cash10,667 (6,501)
Cash, cash equivalents, and restricted cash at beginning of period 30,348 56,863 
Cash, cash equivalents, and restricted cash at end of period$41,015 $50,362 


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Newpark Resources, Inc.
Non-GAAP Reconciliations
(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, Free Cash Flow, 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 liquidity with that of other companies in our industry. Management uses these measures to evaluate our operating performance, liquidity and capital structure. In addition, 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.
EBITDA and EBITDA Margin
The following tables reconcile the Company’s net income (loss) or segment operating income (loss) calculated in accordance with GAAP to the non-GAAP financial measure of EBITDA:
ConsolidatedThree Months EndedSix Months Ended
(In thousands)June 30,
2021
March 31, 2021June 30,
2020
June 30,
2021
June 30,
2020
Net loss (GAAP) (1)
$(5,998)$(5,362)$(26,244)$(11,360)$(38,392)
Interest expense, net2,164 2,408 2,912 4,572 6,113 
Provision (benefit) for income taxes363 3,040 (6,654)3,403 (6,490)
Depreciation and amortization10,663 10,830 11,462 21,493 22,915 
EBITDA (non-GAAP) (1)
$7,192 $10,916 $(18,524)$18,108 $(15,854)
(1)Net loss and EBITDA for the three and six months ended June 30, 2021 includes a $1.0 million gain related to a legal settlement as well as $0.6 million of charges related to severance costs. Net loss and EBITDA for the three months ended March 31, 2021 and six months ended June 30, 2021 include a $0.8 million loss associated with the purchase of a portion of our convertible notes on the open market. Net loss and EBITDA for the three months ended June 30, 2020 included $10.6 million of charges, consisting of a $1.3 million gain associated with the purchase of a portion of our convertible notes on the open market and a total of $11.9 million of charges related to inventory write-downs, severance costs, and facility exit costs. Net loss and EBITDA for the six months ended June 30, 2020 included $12.9 million of charges, consisting of a $0.4 million gain associated with the purchase of a portion of our convertible notes on the open market and a total of $13.3 million of charges related to inventory write-downs, severance costs, and facility exit costs.

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Newpark Resources, Inc.
Non-GAAP Reconciliations (Continued)
(Unaudited)
Fluids SystemsThree Months EndedSix Months Ended
(In thousands)June 30,
2021
March 31, 2021June 30,
2020
June 30,
2021
June 30,
2020
Operating loss (GAAP) (1)
$(6,531)$(6,767)$(25,059)$(13,298)$(27,327)
Depreciation and amortization4,537 4,627 5,225 9,164 10,459 
EBITDA (non-GAAP) (1)
(1,994)(2,140)(19,834)(4,134)(16,868)
Revenues97,093 87,849 74,662 184,942 207,467 
Operating Margin (GAAP)(6.7)%(7.7)%(33.6)%(7.2)%(13.2)%
EBITDA Margin (non-GAAP)(2.1)%(2.4)%(26.6)%(2.2)%(8.1)%
(1)Operating loss and EBITDA for the three and six months ended June 30, 2021 includes $0.6 million of charges related to severance costs. Operating loss and EBITDA for the three and six months ended June 30, 2020 included $11.7 million and $12.9 million, respectively, of charges related to inventory write-downs, severance costs, and facility exit costs.
Industrial SolutionsThree Months EndedSix Months Ended
(In thousands)June 30,
2021
March 31, 2021June 30,
2020
June 30,
2021
June 30,
2020
Operating income (GAAP) (1)
$10,143 $13,130 $1,005 $23,273 $4,067 
Depreciation and amortization5,040 5,136 5,157 10,176 10,325 
EBITDA (non-GAAP) (1)
15,183 18,266 6,162 33,449 14,392 
Revenues45,156 53,323 27,284 98,479 59,029 
Operating Margin (GAAP)22.5 %24.6 %3.7 %23.6 %6.9 %
EBITDA Margin (non-GAAP)33.6 %34.3 %22.6 %34.0 %24.4 %
(1)Operating income and EBITDA for the three and six months ended June 30, 2021 includes a $1.0 million gain related to a legal settlement.

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Newpark Resources, Inc.
Non-GAAP Reconciliations (Continued)
(Unaudited)

Free Cash Flow
The following table reconciles the Company’s net cash provided by (used in) operating activities calculated in accordance with GAAP to the non-GAAP financial measure of the Company’s free cash flow:
ConsolidatedThree Months EndedSix Months Ended
(In thousands)June 30,
2021
March 31, 2021June 30,
2020
June 30,
2021
June 30,
2020
Net cash provided by (used in) operating activities (GAAP)$(1,936)$27,773 $20,625 $25,837 $25,013 
Capital expenditures(1,828)(8,649)(4,006)(10,477)(10,655)
Proceeds from sale of property, plant and equipment1,181 8,027 4,290 9,208 7,963 
Free Cash Flow (non-GAAP)$(2,583)$27,151 $20,909 $24,568 $22,321 

Ratio of Net Debt to Capital
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:
(In thousands)June 30,
2021
December 31, 2020
Current debt $11,255 $67,472 
Long-term debt, less current portion66,545 19,690 
Total Debt77,800 87,162 
Total stockholders’ equity476,244 488,032 
Total Capital$554,044 $575,194 
Ratio of Total Debt to Capital 14.0 %15.2 %
Total Debt$77,800 $87,162 
Less: cash and cash equivalents(35,094)(24,197)
Net Debt42,706 62,965 
Total stockholders’ equity476,244 488,032 
Total Capital, Net of Cash$518,950 $550,997 
Ratio of Net Debt to Capital8.2 %11.4 %
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