Form 8-K - Current report

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): February 21, 2024

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)	(I.R.S. Employer Identification No.)


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

Registrant's telephone number, including area code: (281) 362-6800


Not Applicable

(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))

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 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 2.02 Results of Operations and Financial Condition.

On February 21, 2024, Newpark Resources, Inc. (the “Company”) issued a press release announcing financial information for the three months and twelve months ended December 31, 2023. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K and the information in the exhibit attached hereto shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as 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 Adjusted Net Income (Loss), Adjusted Net Income (Loss) Per Common Share, earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, Free Cash Flow, Adjusted EBITDA Margin, Net Debt, and Net Leverage.

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. 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						Press release issued by Newpark Resources, Inc. on February 21 , 202 4
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.
		(Registrant)

Date:	February 21, 2024	By:	/s/ Gregg S. Piontek
			Gregg S. Piontek
			Senior Vice President and Chief Financial Officer
			(Principal Financial Officer)

Exhibit 99.1

NEWPARK RESOURCES REPORTS FOURTH QUARTER

AND FULL YEAR 2023 RESULTS

THE WOODLANDS, Texas – February 21, 2024 – Newpark Resources, Inc. (NYSE: NR) (“Newpark” or the “Company”) today announced results for the three and twelve months ended December 31, 2023.

FOURTH QUARTER 2023 RESULTS

(all comparisons versus the prior year period unless otherwise noted)

•Industrial Solutions segment revenue of $46.5 million, -19%

•Fluids Systems segment revenue of $121.4 million, -28%

•Net Loss of $0.5 million, or $0.01 per share

•Adjusted Net Income of $3.8 million, -43%; $0.04 per diluted share, -38%

•Adjusted EBITDA of $16.2 million, -25%

•Adjusted EBITDA margin of 9.7%, +12 basis points

•Total Debt of $75 million, Net Debt of $36 million and Net Leverage of 0.5x as of December 31, 2023

•Net cash provided by operating activities of $36.2 million and Free Cash Flow of $27.8 million, +$35 million

•Repurchased $6 million of common equity; announces new $50 million share repurchase authorization

FULL YEAR 2023 RESULTS

(all comparisons versus the prior year period unless otherwise noted)

•Industrial Solutions segment revenue of $207.6 million, +8%

•Fluids Systems segment revenue of $542.0 million, -13%

•Net Income of $14.5 million, or $0.16 per diluted share

•Adjusted Net Income of $27.8 million, +120%; $0.31 per diluted share, +135%

•Adjusted EBITDA of $80.1 million, +21%

•Adjusted EBITDA margin of 10.7%, +258 basis points

•Net cash provided by operating activities of $100.0 million and Free Cash Flow of $74.5 million, +$125 million

•Repurchased $32 million of common equity


	Fourth Quarter
(In millions)	2023		2022		Change
Revenues	$	167.8	$	225.2	$	(57.4)
Operating income	$	4.4	$	17.5	$	(13.1)
Net cash provided by operating activities	$	36.2	$	3.1	$	33.1
Free Cash Flow	$	27.8	$	(6.8)	$	34.6
Fluids Systems Segment
Revenues	$	121.4	$	167.7	$	(46.3)
Operating income (loss)	$	(1.1)	$	4.8	$	(5.9)
Adjusted EBITDA	$	4.7	$	7.4	$	(2.7)
Operating margin (%)	(0.9)%		2.9%		-380		bps
Adjusted EBITDA margin (%)	3.9%		4.4%		-50		bps
Industrial Solutions Segment
Revenues	$	46.5	$	57.5	$	(11.0)
Operating income	$	11.4	$	17.8	$	(6.4)
Adjusted EBITDA	$	16.8	$	23.3	$	(6.5)
Operating margin (%)	24.6%		30.9%		-630		bps
Adjusted EBITDA margin (%)	36.1%		40.5%		-440		bps


	Full Year
(In millions)	2023		2022		Change
Revenues	$	749.6	$	815.6	$	(66.0)
Operating income (loss)	$	33.6	$	(9.0)	$	42.6
Net cash provided by (used in) operating activities	$	100.0	$	(25.0)	$	125.0
Free Cash Flow	$	74.5	$	(50.1)	$	124.6
Fluids Systems Segment
Revenues	$	542.0	$	622.6	$	(80.6)
Operating income (loss)	$	11.9	$	(15.6)	$	27.5
Adjusted EBITDA	$	32.4	$	28.2	$	4.2
Operating margin (%)	2.2%		(2.5)%		470		bps
Adjusted EBITDA margin (%)	6.0%		4.5%		150		bps
Industrial Solutions Segment
Revenues	$	207.6	$	193.0	$	14.6
Operating income	$	53.0	$	43.9	$	9.1
Adjusted EBITDA	$	74.4	$	65.8	$	8.6
Operating margin (%)	25.5%		22.7%		280		bps
Adjusted EBITDA margin (%)	35.8%		34.1%		170		bps

MANAGEMENT COMMENTARY

“Throughout 2023, our team focused on the execution of our business transformation strategy, culminating in strong year-over-year organic growth in Adjusted EBITDA, margin realization, free cash flow and profitability,” stated Matthew Lanigan, President and CEO of Newpark. “We’ve advanced our business transformation by prioritizing organic share gains, price discipline and a higher margin sales mix, while driving increased productivity and operational rigor across the organization. In the year ahead, we will seek to narrow our strategic focus as we pivot to become a pure-play specialty rental and industrial solutions platform of scale, one well-equipped to support a multi-year investment cycle within the domestic energy and infrastructure markets.”

“Our Industrial Solutions segment delivered solid results in 2023, a performance highlighted by significant margin expansion and an improved return on net assets,” continued Lanigan. “Segment revenue and Adjusted EBITDA for 2023 increased 8% and 13% year-over-year, respectively, while segment Adjusted EBITDA margin improved by 170 basis points to 35.8%, reflecting robust growth in rental volume and improved operating leverage.”

“Our fourth quarter results reflect a normalization in Industrial Solutions rental and service, when compared to our prior fourth quarter performance,” continued Lanigan. “In the fourth quarter of 2022, we benefited from major, non-recurring weather events that contributed to elevated matting demand, rental price and fleet utilization. Further, while the outlook for matting demand remains strong, supported by a significant volume of planned long-duration projects, the start-up of several customer projects initially scheduled to commence in the fourth quarter shifted into 2024.”

“Within Fluids Systems, we made substantial progress strengthening the global position and financial performance of our industry-leading business during 2023,” stated Lanigan. “Continued strength within our international operations, together with the benefit from prior year divestitures contributed to a 15% year-over-year improvement in Adjusted EBITDA and a $69 million reduction in segment net working capital for 2023, resulting in the segment’s strongest return on net assets since 2018.”

“Newpark remains committed to a balanced capital allocation strategy that seeks to drive long-term shareholder value creation,” stated Gregg Piontek, Chief Financial Officer. “For the full-year 2023, we delivered $74 million of free cash flow, including $28 million in the fourth quarter. Over the last twelve months, we reduced our net debt outstanding by $54 million, ending the year with a ratio of net debt to trailing twelve-month Adjusted EBITDA of 0.5x, our lowest level in nearly a decade. We also continued to invest in organic rental fleet expansion, consistent with our strategic focus on growing our share of the domestic worksite access rental market, while returning capital to shareholders through the repurchase of 6.5 million shares, equating to a 7% reduction in our total shares outstanding. With continued confidence in the long-term outlook for Newpark, in February 2024, our Board of Directors approved a new $50 million share repurchase authorization, replacing the prior authorization.”

“The strategic review of our Fluids Systems business is proceeding according to plan, and we continue to anticipate the process will substantially conclude in mid-2024,” stated Lanigan. “Given the scope of our international Fluids operations, diligence is time intensive; however, we’re making good progress with our partners at Lazard to move the process forward.”

“Today, we are introducing Industrial Solutions segment sales and Adjusted EBITDA guidance for the full-year 2024,” stated Lanigan. “We currently anticipate full-year 2024 segment revenue in a range of $230 million to $240 million, together with Adjusted EBITDA in a range of $80 to $85 million. While our customers continue to navigate their various permitting and supply chain dependencies, we remain encouraged by the level of infrastructure investment forecasted within the utility and other industries served, supporting our robust growth expectation in 2024.”

BUSINESS UPDATE

Newpark is engaged in a multi-year business transformation plan designed to drive organic commercial growth within targeted, higher-margin product and rental markets; improve asset optimization and organizational efficiency; and pursue a capital allocation strategy that prioritizes investments in opportunities with superior return profiles, together with a programmatic return of capital program.

During the full-year 2023, Newpark continued to deliver on its business transformation plan, highlighted by the following (all comparisons versus the prior year period unless otherwise noted):

•Strong commercial growth in core Industrial Solutions segment. Industrial Solutions revenue from specialty rental and services increased 12% on an organic basis for the full year 2023, driven

by continued market share gains and sustained price discipline. For the full year 2023, revenues from product sales declined modestly year-over-year, reflecting stable demand from various infrastructure sectors, including utilities.

•Delivered significant, balanced margin expansion across reporting segments. Consolidated gross margin increased 360 basis points year-over-year to 18.5%, benefitting from Fluids Systems divestitures and higher contribution from Industrial Solutions. Adjusted EBITDA margin improved 260 basis points to 10.7% in 2023. Both reporting segments delivered significant margin expansion in 2023 compared to the prior year, with Industrial Solutions segment Adjusted EBITDA margin increasing 170 basis points to 35.8%, and Fluids Systems segment Adjusted EBITDA margin increasing 150 basis points to 6.0%. Margin expansion was attributable to a combination of improved asset optimization and operating expense leverage in Industrial Solutions, along with the positive impacts of Fluids Systems divestitures and restructuring actions.

•Fluids Systems segment momentum continues, led by international operations. Newpark’s Eastern Hemisphere revenue increased 28% to $257 million, while Canada increased 12% to $68 million in 2023. Fourth quarter revenues from these international operations increased 29% year-over-year to $84 million, contributing 69% of Fluids Systems revenue in the quarter.

•Disciplined management of invested capital. In the fourth quarter, Fluids Systems net working capital was reduced by $25 million, bringing the full year reduction to $69 million and ending 2023 with $171 million of total Fluids Systems net working capital.

•Prudent balance sheet management highlighted by reduction in net leverage. Over the twelve months ending December 31, 2023, total debt outstanding declined $39 million, supporting a reduction in Net Leverage to 0.5x at the end of the fourth quarter 2023.

•Active return of capital program. $6 million was used to repurchase 0.9 million shares of common equity during the fourth quarter 2023, bringing full-year 2023 repurchases to 6.5 million shares, or $32 million, under our programmatic share repurchase program. As of December 31, 2023, $18.1 million remained under the current repurchase authorization. In February 2024, the Board of Directors replaced the existing program with a new repurchase program for repurchases of common stock up to $50.0 million.

FINANCIAL PERFORMANCE

In the fourth quarter 2023, Newpark incurred a net loss of $0.5 million, or $(0.01) per share, on total revenue of $167.8 million, compared to net income of $9.0 million, or $0.10 per diluted share, on total revenue of $225.2 million, in the prior year period. The Company reported fourth quarter Adjusted Net Income of $3.8 million, or $0.04 per diluted share, compared to Adjusted Net Income of $6.6 million, or $0.07 per diluted share, in the prior year period. Newpark reported Adjusted EBITDA of $16.2 million in the fourth quarter 2023, or 9.7% of total revenue, compared to $21.5 million, or 9.5% of total revenue, in the fourth quarter 2022.

The Industrial Solutions segment generated revenues of $46.5 million in the fourth quarter 2023, compared to $57.5 million in the prior year period. Segment operating income was $11.4 million in the fourth quarter, compared to $17.8 million in the prior year period.

The Fluids Systems segment generated revenues of $121.4 million in the fourth quarter 2023, compared to $167.7 million in the prior year period. Segment operating loss was $1.1 million in the fourth quarter, compared to operating income of $4.8 million in the prior year period. The fourth quarter 2023 Fluids Systems operating income includes $3.5 million of non-cash impairment charges associated with the exit of certain operations, as well as $0.3 million in transaction expenses related to the ongoing Fluids Systems segment sale process. The fourth quarter 2022 Fluids Systems operating results included a $1.0 million

pre-tax gain related to a divestiture, as well as $1.2 million in charges primarily related to facility exit and severance costs.

Corporate office expenses were $5.9 million in the fourth quarter 2023, compared to $7.4 million in the prior year period. The fourth quarter 2023 corporate office expenses include $0.6 million of expenses associated with the Fluids Systems sale process and benefitted from lower short-term and long-term performance-based incentives.

BALANCE SHEET AND LIQUIDITY

As of December 31, 2023, Newpark had total cash of $39 million and available liquidity under its ABL credit facility of $60 million. At the end of the fourth quarter, the Company had total Net Debt outstanding of $36 million, or 0.5x its trailing twelve-month Adjusted EBITDA as of December 31, 2023.

Newpark generated $36 million of operating cash flow in the fourth quarter 2023, including $23 million associated with a reduction in net working capital. Capital investments used $8 million, net, primarily funding the expansion of the rental fleet to support organic growth efforts in Industrial Solutions. The Company also used $13 million of cash to reduce debt and $6 million to fund share repurchases.

FINANCIAL GUIDANCE

The following forward-looking guidance reflects the Company’s current expectations and beliefs as of February 21, 2024 and is subject to change. The following statements apply only as of the date of this disclosure and are expressly qualified in their entirety by the cautionary statements included elsewhere in this document.

For the full year 2024, Newpark currently anticipates the following:

•Industrial Solutions segment revenue in a range of $230 million to $240 million and segment Adjusted EBITDA in a range of $80 million to $85 million

•Total Industrial Solutions capital expenditures in a range of $30 million to $35 million

FOURTH QUARTER 2023 RESULTS CONFERENCE CALL

A conference call will be held Thursday, February 22, 2024 at 9:30 a.m. ET to review the Company’s financial results and conduct a question-and-answer session.

A webcast of the conference call will be available in the Investor Relations section of the Company’s website at www.newpark.com. Individuals can also participate by teleconference dial-in. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software.

To participate in the live teleconference:


Domestic Live:			800-245-3047
International Live:			203-518-9765
Conference ID:			NRQ423

To listen to a replay of the teleconference, which subsequently will be available through February 29, 2024:


Domestic Replay:			888-925-9394
International Replay:			402-220-5386

ABOUT NEWPARK RESOURCES

Newpark Resources, Inc. is a geographically diversified supplier providing environmentally-sensitive 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.

FORWARD-LOOKING STATEMENTS

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, and its Quarterly Reports on Form 10-Q, 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 our exploration of strategic alternatives for the long-term positioning of our Fluids Systems division; divestitures; the worldwide oil and natural gas industry; our ability to generate internal growth; economic and market conditions that may impact our customers’ future spending; our customer concentration and reliance on the U.S. exploration and production market; our international operations; the ongoing conflicts in Europe and the Middle East; operating hazards present in the oil and natural gas and utilities industries and substantial liability claims, including catastrophic well incidents; our contracts that can be terminated or downsized by our customers without penalty; our product offering and market expansion; our ability to attract, retain, and develop qualified leaders, key employees, and skilled personnel; expanding our services in the utilities sector, which may require unionized labor; the price and availability of raw materials; inflation; capital investments and business acquisitions; market competition; technological developments and intellectual property; severe weather, natural disasters, and seasonality; public health crises, epidemics, and pandemics; our cost and continued availability of borrowed funds, including noncompliance with debt covenants; environmental laws and regulations; legal compliance; the inherent limitations of insurance coverage; income taxes; cybersecurity incidents or business system disruptions; activist stockholders that may attempt to effect changes at our Company or acquire control over our Company; share repurchases; 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.

IR CONTACT

Noel Ryan or Paul Barolai

Investors@Newpark.com

Newpark Resources, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended						Twelve Months Ended
(In thousands, except per share data)	December 31, 2023		September 30, 2023		December 31, 2022		December 31, 2023		December 31, 2022
Revenues	$	167,816	$	198,498	$	225,159	$	749,600	$	815,594
Cost of revenues	137,020		159,133		186,980		611,061		694,058
Selling, general and administrative expenses	23,329		26,821		24,648		101,136		97,618
Other operating (income) loss, net	(435)		(703)		(3,995)		(2,583)		(4,370)
Impairments and other charges	3,540		—		—		6,356		37,322
Operating income (loss)	4,362		13,247		17,526		33,630		(9,034)

Foreign currency exchange (gain) loss	495		(445)		2,332		267		389
Interest expense, net	1,919		2,027		2,321		8,181		7,040
Income (loss) before income taxes	1,948		11,665		12,873		25,182		(16,463)

Provision for income taxes	2,424		3,995		3,881		10,666		4,371
Net income (loss)	$	(476)	$	7,670	$	8,992	$	14,516	$	(20,834)

Calculation of EPS:
Net income (loss) - basic and diluted	$	(476)	$	7,670	$	8,992	$	14,516	$	(20,834)

Weighted average common shares outstanding - basic	85,003		86,310		92,324		86,401		92,712
Dilutive effect of stock options and restricted stock awards	—		1,724		1,156		1,914		—
Weighted average common shares outstanding - diluted	85,003		88,034		93,480		88,315		92,712

Net income (loss) per common share - basic:	$	(0.01)	$	0.09	$	0.10	$	0.17	$	(0.22)
Net income (loss) per common share - diluted:	$	(0.01)	$	0.09	$	0.10	$	0.16	$	(0.22)

Newpark Resources, Inc.

Operating Segment Results

(Unaudited)


	Three Months Ended									Twelve Months Ended
(In thousands)	December 31, 2023			September 30, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Revenues
Fluids Systems	$	121,361		$	141,236		$	167,705		$	541,952		$	622,601
Industrial Solutions	46,455			57,262			57,454			207,648			192,993
Industrial Blending	—			—			—			—			—
Total revenues	$	167,816		$	198,498		$	225,159		$	749,600		$	815,594

Operating income (loss)
Fluids Systems	$	(1,147)		$	7,573		$	4,828		$	11,857		$	(15,566)
Industrial Solutions	11,415			14,336			17,751			53,008			43,899
Industrial Blending	—			—			2,322			—			(8,002)
Corporate office	(5,906)			(8,662)			(7,375)			(31,235)			(29,365)
Total operating income (loss)	$	4,362		$	13,247		$	17,526		$	33,630		$	(9,034)

Segment operating margin
Fluids Systems	(0.9)		%	5.4		%	2.9		%	2.2		%	(2.5)		%
Industrial Solutions	24.6		%	25.0		%	30.9		%	25.5		%	22.7		%

Summarized operating results (including charges in the Fluids Systems non-GAAP reconciliation table) of our now exited Excalibar business and Gulf of Mexico operations, both included in the Fluids Systems segment historical results, are shown in the following tables:


	Three Months Ended						Twelve Months Ended
(In thousands)	December 31, 2023		September 30, 2023		December 31, 2022		December 31, 2023		December 31, 2022
Revenues
Excalibar	$	—	$	—	$	11,922	$	—	$	55,990
Gulf of Mexico	—		—		8,011		—		26,708
Total revenues	$	—	$	—	$	19,933	$	—	$	82,698

Operating income (loss)
Excalibar	$	—	$	—	$	1,127	$	—	$	3,665
Gulf of Mexico	—		(358)		(4,023)		(4,776)		(43,215)
Total operating income (loss)	$	—	$	(358)	$	(2,896)	$	(4,776)	$	(39,550)

Newpark Resources, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(In thousands, except share data)	December 31, 2023		December 31, 2022
ASSETS
Cash and cash equivalents	$	38,594	$	23,182
Receivables, net	168,457		242,247
Inventories	141,079		149,571
Prepaid expenses and other current assets	9,094		10,966
Total current assets	357,224		425,966

Property, plant and equipment, net	195,289		193,099
Operating lease assets	20,731		23,769
Goodwill	47,283		47,110
Other intangible assets, net	17,114		20,215
Deferred tax assets	2,628		2,275
Other assets	2,067		2,441
Total assets	$	642,336	$	714,875

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current debt	$	16,916	$	22,438
Accounts payable	70,087		93,633
Accrued liabilities	49,281		46,871
Total current liabilities	136,284		162,942

Long-term debt, less current portion	58,117		91,677
Noncurrent operating lease liabilities	17,404		19,816
Deferred tax liabilities	8,307		8,121
Other noncurrent liabilities	6,860		9,291
Total liabilities	226,972		291,847

Common stock, $0.01 par value (200,000,000 shares authorized and 111,669,464 and 111,451,999 shares issued, respectively)	1,117		1,115
Paid-in capital	639,645		641,266
Accumulated other comprehensive loss	(62,839)		(67,186)
Retained earnings	10,773		2,489
Treasury stock, at cost (26,471,738 and 21,751,232 shares, respectively)	(173,332)		(154,656)
Total stockholders’ equity	415,364		423,028
Total liabilities and stockholders’ equity	$	642,336	$	714,875

Newpark Resources, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Twelve Months Ended December 31,
(In thousands)	2023		2022
Cash flows from operating activities:
Net income (loss)	$	14,516	$	(20,834)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:
Impairments and other non-cash charges	6,356		37,322
Depreciation and amortization	31,372		38,610
Stock-based compensation expense	6,638		6,861
Provision for deferred income taxes	(482)		(3,384)
Credit loss expense	1,209		1,039
Gain on divestitures	—		(3,596)
Gain on sale of assets	(2,904)		(2,809)
Amortization of original issue discount and debt issuance costs	541		871
Change in assets and liabilities:
(Increase) decrease in receivables	64,812		(42,452)
(Increase) decrease in inventories	2,256		(46,909)
(Increase) decrease in other assets	307		(855)
Increase (decrease) in accounts payable	(25,065)		10,781
Increase in accrued liabilities and other	445		334
Net cash provided by (used in) operating activities	100,001		(25,021)

Cash flows from investing activities:
Capital expenditures	(29,232)		(28,273)
Proceeds from divestitures	19,833		71,286
Proceeds from sale of property, plant and equipment	3,709		3,217
Net cash provided by (used in) investing activities	(5,690)		46,230

Cash flows from financing activities:
Borrowings on lines of credit	241,873		287,276
Payments on lines of credit	(277,591)		(290,886)
Proceeds from term loan	—		3,754
Debt issuance costs	—		(1,499)
Purchases of treasury stock	(34,265)		(20,248)
Proceeds from employee stock plans	606		—
Other financing activities	(11,670)		(3,327)
Net cash used in financing activities	(81,047)		(24,930)

Effect of exchange rate changes on cash	576		(707)

Net increase (decrease) in cash, cash equivalents, and restricted cash	13,840		(4,428)
Cash, cash equivalents, and restricted cash at beginning of period	25,061		29,489
Cash, cash equivalents, and restricted cash at end of period	$	38,901	$	25,061

Newpark Resources, Inc.

Non-GAAP Reconciliations

(Unaudited)

Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Common Share

The following tables reconcile the Company’s net income (loss) and net income (loss) per common share calculated in accordance with GAAP to the non-GAAP financial measures of Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Common Share:


Consolidated	Three Months Ended						Twelve Months Ended
(In thousands)	December 31, 2023		September 30, 2023		December 31, 2022		December 31, 2023		December 31, 2022
Net income (loss) (GAAP)	$	(476)	$	7,670	$	8,992	$	14,516	$	(20,834)
Impairments and other charges	3,540		—		—		6,356		37,322
Fluids sale process transaction expenses	894		892		—		1,786		—
Facility exit costs and other, net	—		358		1,303		4,757		2,860
Severance costs	29		506		216		2,659		736
Gain on divestitures	—		—		(3,596)		—		(3,596)
Tax on adjustments	(193)		(369)		(318)		(2,263)		(755)
Tax benefit on restructuring of certain subsidiary legal entities	—		—		—		—		(3,111)
Adjusted Net Income (non-GAAP)	$	3,794	$	9,057	$	6,597	$	27,811	$	12,622


Adjusted Net Income (non-GAAP)	$	3,794	$	9,057	$	6,597	$	27,811	$	12,622

Weighted average common shares outstanding - basic	85,003		86,310		92,324		86,401		92,712
Dilutive effect of stock options and restricted stock awards	2,225		1,724		1,156		1,914		1,300
Weighted average common shares outstanding - diluted	87,228		88,034		93,480		88,315		94,012

Adjusted Net Income Per Common Share - Diluted (non-GAAP):	$	0.04	$	0.10	$	0.07	$	0.31	$	0.13

Newpark Resources, Inc.

Non-GAAP Reconciliations (Continued)

(Unaudited)

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

The following table reconciles the Company’s net income (loss) calculated in accordance with GAAP to the non-GAAP financial measures of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin:


Consolidated	Three Months Ended									Twelve Months Ended
(In thousands)	December 31, 2023			September 30, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Revenues	$	167,816		$	198,498		$	225,159		$	749,600		$	815,594

Net income (loss) (GAAP)	$	(476)		$	7,670		$	8,992		$	14,516		$	(20,834)
Interest expense, net	1,919			2,027			2,321			8,181			7,040
Provision for income taxes	2,424			3,995			3,881			10,666			4,371
Depreciation and amortization	7,865			7,704			8,351			31,372			38,610
EBITDA (non-GAAP)	11,732			21,396			23,545			64,735			29,187
Impairments and other charges	3,540			—			—			6,356			37,322
Fluids sale process transaction expenses	894			892			—			1,786			—
Facility exit costs and other, net	—			358			1,303			4,594			2,452
Severance costs	29			506			216			2,659			736
Gain on divestitures	—			—			(3,596)			—			(3,596)
Adjusted EBITDA (non-GAAP)	$	16,195		$	23,152		$	21,468		$	80,130		$	66,101
Adjusted EBITDA Margin (non-GAAP)	9.7		%	11.7		%	9.5		%	10.7		%	8.1		%

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 Free Cash Flow:


Consolidated	Three Months Ended						Twelve Months Ended
(In thousands)	December 31, 2023		September 30, 2023		December 31, 2022		December 31, 2023		December 31, 2022
Net cash provided by (used in) operating activities (GAAP)	$	36,159	$	26,994	$	3,072	$	100,001	$	(25,021)
Capital expenditures	(9,098)		(4,787)		(10,553)		(29,232)		(28,273)
Proceeds from sale of property, plant and equipment	757		648		720		3,709		3,217
Free Cash Flow (non-GAAP)	$	27,818	$	22,855	$	(6,761)	$	74,478	$	(50,077)

Newpark Resources, Inc.

Non-GAAP Reconciliations (Continued)

(Unaudited)

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

The following tables reconcile the Company’s segment operating income calculated in accordance with GAAP to the non-GAAP financial measures of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin:


Fluids Systems	Three Months Ended									Twelve Months Ended
(In thousands)	December 31, 2023			September 30, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Revenues	$	121,361		$	141,236		$	167,705		$	541,952		$	622,601
Operating income (loss) (GAAP)	$	(1,147)		$	7,573		$	4,828		$	11,857		$	(15,566)
Depreciation and amortization	1,957			1,883			2,358			7,776			13,875
EBITDA (non-GAAP)	810			9,456			7,186			19,633			(1,691)
Impairments and other charges	3,540			—			—			6,356			29,417
Fluids sale process transaction expenses	326			293			—			619			—
Facility exit costs and other, net	—			358			1,000			4,594			1,000
Severance costs	29			40			163			1,172			398
Gain on divestiture	—			—			(971)			—			(971)
Adjusted EBITDA (non-GAAP)	$	4,705		$	10,147		$	7,378		$	32,374		$	28,153
Operating Margin (GAAP)	(0.9)		%	5.4		%	2.9		%	2.2		%	(2.5)		%
Adjusted EBITDA Margin (non-GAAP)	3.9		%	7.2		%	4.4		%	6.0		%	4.5		%


Industrial Solutions	Three Months Ended									Twelve Months Ended
(In thousands)	December 31, 2023			September 30, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Revenues	$	46,455		$	57,262		$	57,454		$	207,648		$	192,993
Operating income (GAAP)	$	11,415		$	14,336		$	17,751		$	53,008		$	43,899
Depreciation and amortization	5,350			5,224			5,482			21,108			21,653
EBITDA (non-GAAP)	16,765			19,560			23,233			74,116			65,552
Severance costs	—			162			53			254			214
Adjusted EBITDA (non-GAAP)	$	16,765		$	19,722		$	23,286		$	74,370		$	65,766
Operating Margin (GAAP)	24.6		%	25.0		%	30.9		%	25.5		%	22.7		%
Adjusted EBITDA Margin (non-GAAP)	36.1		%	34.4		%	40.5		%	35.8		%	34.1		%


Industrial Blending	Three Months Ended						Twelve Months Ended
(In thousands)	December 31, 2023		September 30, 2023		December 31, 2022		December 31, 2023		December 31, 2022
Revenues	$	—	$	—	$	—	$	—	$	—
Operating income (loss) (GAAP)	$	—	$	—	$	2,322	$	—	$	(8,002)
Depreciation and amortization	—		—		—		—		678
EBITDA (non-GAAP)	—		—		2,322		—		(7,324)
Impairment	—		—		—		—		7,905
Facility exit costs and other, net	—		—		303		—		1,453
Severance costs	—		—		—		—		123
Gain on divestiture	—		—		(2,625)				(2,625)
Adjusted EBITDA (non-GAAP)	$	—	$	—	$	—	$	—	$	(468)

Newpark Resources, Inc.

Non-GAAP Reconciliations (Continued)

(Unaudited)

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin - Trailing Twelve Months (“TTM”)


Consolidated	Three Months Ended												TTM
(In thousands)	March 31, 2023			June 30, 2023			September 30, 2023			December 31, 2023			December 31, 2023
Revenues	$	200,030		$	183,256		$	198,498		$	167,816		$	749,600
Net income (loss) (GAAP)	$	5,620		$	1,702		$	7,670		$	(476)		$	14,516
Interest expense, net	2,089			2,146			2,027			1,919			8,181
Provision for income taxes	2,115			2,132			3,995			2,424			10,666
Depreciation and amortization	7,895			7,908			7,704			7,865			31,372
EBITDA (non-GAAP)	17,719			13,888			21,396			11,732			64,735
Impairments and other charges	—			2,816			—			3,540			6,356
Fluids sale process transaction expenses	—			—			892			894			1,786
Facility exit costs and other, net	2,292			1,944			358			—			4,594
Severance costs	955			1,169			506			29			2,659
Adjusted EBITDA (non-GAAP)	$	20,966		$	19,817		$	23,152		$	16,195		$	80,130
Adjusted EBITDA Margin (non-GAAP)	10.5		%	10.8		%	11.7		%	9.7		%	10.7		%


Fluids Systems	Three Months Ended												TTM
(In thousands)	March 31, 2023			June 30, 2023			September 30, 2023			December 31, 2023			December 31, 2023
Revenues	$	144,174		$	135,181		$	141,236		$	121,361		$	541,952
Operating income (loss) (GAAP)	$	3,466		$	1,965		$	7,573		$	(1,147)		$	11,857
Depreciation and amortization	1,975			1,961			1,883			1,957			7,776
EBITDA (non-GAAP)	5,441			3,926			9,456			810			19,633
Impairments and other charges	—			2,816			—			3,540			6,356
Fluids sale process transaction expenses	—			—			293			326			619
Facility exit costs and other, net	2,292			1,944			358			—			4,594
Severance costs	955			148			40			29			1,172
Adjusted EBITDA (non-GAAP)	$	8,688		$	8,834		$	10,147		$	4,705		$	32,374
Operating Margin (GAAP)	2.4		%	1.5		%	5.4		%	(0.9)		%	2.2		%
Adjusted EBITDA Margin (non-GAAP)	6.0		%	6.5		%	7.2		%	3.9		%	6.0		%


Industrial Solutions	Three Months Ended												TTM
(In thousands)	March 31, 2023			June 30, 2023			September 30, 2023			December 31, 2023			December 31, 2023
Revenues	$	55,856		$	48,075		$	57,262		$	46,455		$	207,648
Operating income (GAAP)	$	14,483		$	12,774		$	14,336		$	11,415		$	53,008
Depreciation and amortization	5,257			5,277			5,224			5,350			21,108
EBITDA (non-GAAP)	19,740			18,051			19,560			16,765			74,116
Severance costs	—			92			162			—			254
Adjusted EBITDA (non-GAAP)	$	19,740		$	18,143		$	19,722		$	16,765		$	74,370
Operating Margin (GAAP)	25.9		%	26.6		%	25.0		%	24.6		%	25.5		%
Adjusted EBITDA Margin (non-GAAP)	35.3		%	37.7		%	34.4		%	36.1		%	35.8		%

Newpark Resources, Inc.

Non-GAAP Reconciliations (Continued)

(Unaudited)

Net Debt and Net Leverage

The following table reconciles the Company’s total debt calculated in accordance with GAAP to the non-GAAP financial measures of Net Debt and Net Leverage:


(In thousands)	December 31, 2023		December 31, 2022
Current debt	$	16,916	$	22,438
Long-term debt, less current portion	58,117		91,677
Total Debt	75,033		114,115
Less: cash and cash equivalents	(38,594)		(23,182)
Net Debt	$	36,439	$	90,933

Adjusted EBITDA (non-GAAP) - TTM	$	80,130	$	66,101

Net Leverage	0.5x		1.4x

###

Cover Page	Feb. 21, 2024
Cover [Abstract]
Entity Central Index Key	0000071829
Document Type	8-K
Document Period End Date	Feb. 21, 2024
Entity Registrant Name	Newpark Resources, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-02960
Entity Tax Identification Number	72-1123385
Entity Address, Address Line One	9320 Lakeside Boulevard,
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	The Woodlands,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77381
City Area Code	281
Local Phone Number	362-6800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	NR
Security Exchange Name	NYSE