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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, 1997 Commission File No. 1-2960
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 72-1123385
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3850 N. CAUSEWAY, SUITE 1770
METAIRIE, LOUISIANA 70002
(Address of principal executive offices) (Zip Code)
(504) 838-8222
(Registrant's telephone number)
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 [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, $0.01 par value: 31,829,269 shares at August 12, 1997
Page 1 of 17
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NEWPARK RESOURCES, INC.
INDEX TO FORM 10-Q
FOR THE SIX MONTH PERIOD ENDED
JUNE 30, 1997
Item Page
Number Description Number
- ------ ----------- ------
PART I
1 Unaudited Consolidated Financial Statements:
Balance Sheets -
June 30, 1997 and December 31, 1996 .......................... 3
Statements of Income for the Three Month and Six Month
Periods Ended June 30, 1997 and 1996.......................... 4
Statements of Cash Flows for the
Six Month Periods Ended June 30, 1997 and 1996................ 5
Notes to Consolidated Financial Statements ........................ 6
2 Management's Discussion and Analysis of Financial
Condition and Results of Operations................................10
PART II
6 Exhibits and Reports on Form 8-K.......................................16
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3
Newpark Resources, Inc.
CONSOLIDATED BALANCE SHEETS
As of June 30, 1997 and December 31, 1996
(Unaudited)
June 30, December 31,
--------------------------
(In thousands, except share data) 1997 1996
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 3,733 $ 1,945
Accounts and notes receivable, less allowance
of $2,206 in 1997 and $1,695 in 1996 56,313 48,369
Inventories 7,925 7,470
Deferred tax asset 4,644 8,144
Other current assets 3,071 2,727
----------- -----------
Total current assets 75,686 68,655
Property, plant and equipment, at cost, net of
accumulated depreciation 146,637 114,670
Cost in excess of net assets of purchased businesses and
identifiable intangibles, net of accumulated amortization 94,269 83,512
Other assets 24,689 23,114
----------- -----------
$ 341,281 $ 289,951
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 233 $ 2,997
Current maturities of long-term debt 1,859 9,386
Accounts payable 16,488 15,091
Accrued liabilities 8,170 9,835
Current taxes payable 3,332 1,465
----------- -----------
Total current liabilities 30,082 38,774
Long-term debt 63,091 34,612
Other non-current liabilities 3,345 2,950
Deferred taxes payable 11,058 10,174
Commitments and contingencies (See Note 10) -- --
Shareholders' equity:
Preferred Stock, $.01 par value, 1,000,000 shares
authorized, no shares outstanding -- --
Common Stock, $.01 par value, 80,000,000 shares
authorized, 31,367,874 shares outstanding in 1997
and 30,219,232 in 1996 312 150
Paid-in capital 267,163 251,930
Retained earnings (deficit) (33,770) (48,639)
----------- -----------
Total shareholders' equity 233,705 203,441
----------- -----------
$ 341,281 $ 289,951
=========== ===========
See accompanying Notes to Consolidated Financial Statements.
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Newpark Resources, Inc.
CONSOLIDATED STATEMENTS OF INCOME
For the Three and Six Month Periods Ended June 30,
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------------------------------
(In thousands, except per share data) 1997 1996 1997 1996
---------- ---------- ---------- ----------
Revenues $ 47,959 $ 29,091 $ 90,873 $ 57,464
Operating costs and expenses:
Cost of services provided 28,618 19,091 55,107 38,158
Operating costs 4,608 2,307 8,272 4,794
---------- ---------- ---------- ----------
33,226 21,398 63,379 42,952
General and administrative expenses 774 732 1,582 1,449
Provision for uncollectible accounts
and notes receivable -- 6 -- 6
---------- ---------- ---------- ----------
Operating income 13,959 6,955 25,912 13,057
Interest income (51) (33) (95) (66)
Interest expense 990 1,008 1,845 1,927
---------- ---------- ---------- ----------
Income from operations
before provision for income taxes 13,020 5,980 24,162 11,196
Provision for income taxes 4,751 2,007 8,778 3,906
---------- ---------- ---------- ----------
Net income $ 8,269 $ 3,973 $ 15,384 $ 7,290
========== ========== ========== ==========
Weighted average common and common
equivalent shares outstanding:
Primary 31,977 23,782 31,750 23,488
========== ========== ========== ==========
Fully diluted 32,229 23,840 32,007 23,694
========== ========== ========== ==========
Net income per common and common
equivalent share:
Primary $ 0.26 $ 0.17 0.48 $ 0.31
========== ========== ========== ==========
Fully diluted $ 0.26 $ 0.17 0.48 $ 0.31
========== ========== ========== ==========
See accompanying Notes to Consolidated Financial Statements.
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Newpark Resources, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED JUNE 30,
(Unaudited)
(In thousands ) 1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 15,384 $ 7,290
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 11,754 5,998
Provision for doubtful accounts -- 6
Provision for deferred income taxes 6,154 2,349
Gain on sales of assets (17) (913)
Change in assets and liabilities, net of effects of acquisitions:
(Increase) decrease in accounts and notes receivable (5,020) 1,091
(Increase) decrease in inventories (307) 1,751
Increase in other assets (1,255) (509)
(Decrease) in accounts payable (3,607) (3,696)
(Decrease) increase in accrued liabilities and other (4,460) 618
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 18,626 13,985
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (36,507) (22,746)
Proceeds from disposal of property, plant and equipment 68 649
Purchase of patents -- (1,200)
Investment in joint venture (168) --
Payments received on notes receivable 24 66
Net cash acquired in connection with acquisitions 1,653 --
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (34,930) (23,231)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on lines of credit 26,203 8,984
Principal payments on notes payable, capital lease
obligations and long-term debt (10,509) (5,266)
Proceeds from issuance of debt -- 3,358
Proceeds from conversion of stock options 2,248 1,552
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 17,942 8,628
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS 1,638 (618)
NET INCREASE IN CASH FOR SBM FOR THE TWO MONTHS ENDED
DECEMBER 31, 1996 150 --
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,945 1,500
-------- --------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $ 3,733 $ 882
======== ========
See accompanying Notes to Consolidated Financial Statements.
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NEWPARK RESOURCES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 In the opinion of management the accompanying unaudited consolidated
financial statements reflect all adjustments necessary to present
fairly the financial position of Newpark Resources, Inc. ("Newpark"
or the "Company") as of June 30, 1997, and the results of operations
for the three and six month periods ended June 30, 1997 and 1996 and
cash flows for the six month periods ended June 30, 1997 and 1996.
All such adjustments are of a normal recurring nature. These interim
financial statements should be read in conjunction with the December
31, 1996 audited financial statements and related notes filed on Form
10-K/A, Amendment No. 1 dated May 22, 1997.
Note 2 The consolidated financial statements include the accounts of Newpark
and its wholly-owned subsidiaries. All material intercompany
transactions are eliminated in consolidation.
Note 3 The results of operations for the six month period ended June 30,
1997 are not necessarily indicative of the results to be expected for
the entire year.
Note 4 Primary and fully diluted income per common share is calculated by
dividing net income by the average shares of common stock of the
Company ("Common Stock") and Common Stock equivalents outstanding
during the period. When dilutive, stock options are included as share
equivalents using the treasury stock method.
Note 5 Included in accounts and notes receivable at June 30, 1997 and
December 31, 1996 (in thousands) are:
1997 1996
---------- ----------
Trade receivables $ 45,087 $ 34,304
Unbilled revenues 8,837 6,616
---------- ----------
Gross trade receivables 53,924 40,920
Allowance for doubtful accounts (2,206) (1,695)
---------- ----------
Net trade receivables 51,718 39,225
Notes and other receivables 4,595 9,144
---------- ----------
Total $ 56,313 $ 48,369
========== ==========
Note 6 Inventories at June 30, 1997 and December 31, 1996 consisted
principally of raw materials.
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Note 7 Interest of $184,000 and $167,000 was capitalized during the three
months ended June 30, 1997 and 1996, respectively. For the six months
ended June 30, 1997 and 1996, interest of $261,000 and $385,000 was
capitalized, respectively.
Note 8 The Company maintains a $90.0 million bank credit facility in the
form of a revolving line of credit commitment. The credit facility is
secured by a pledge of substantially all of the Company's accounts
receivable, inventory and property, plant and equipment. It bears
interest at either a specified prime rate (8.50% at June 30, 1997) or
the LIBOR rate (5.78% at June 30, 1997) plus a spread which is
determined quarterly based upon the ratio of the Company's funded
debt to cash flow. Interest on the line of credit is payable monthly
on prime rate borrowings and the last day of the interest period on
LIBOR rate borrowings. The line of credit matures on June 30, 2000.
At June 30, 1997, $1.7 million of letters of credit were issued and
outstanding, leaving a net of $88.3 million available for cash
advances under the line of credit, against which $59.8 million had
been borrowed. The credit facility requires that the Company maintain
certain specified financial ratios and comply with other usual and
customary requirements. The Company was in compliance with the
agreement at June 30, 1997.
Note 9 During the six month period ended June 30, 1997, noncash
transactions included the transfer of $1.1 million from fixed assets
to a note receivable, representing the Company's investment in a
joint manufacturing venture.
Equipment purchases of $2,862,000 and $3,234,000 were included in
accounts payable and accrued liabilities at June 30, 1997 and 1996,
respectively, and in notes payable of $83,000 and $351,000 at June
30, 1997 and 1996, respectively.
Interest of $1,688,000 and $2,181,000 and income taxes of $2,889,000
and $1,688,000 were paid during the six months ending June 30, 1997
and 1996, respectively.
During the six month period ended June 30, 1996, noncash transactions
included the acquisition of certain patents in exchange for
$5,841,000 of the Company's common stock and $1,200,000 in cash. In
connection with the purchase of these patents the Company recorded a
deferred tax liability of $900,000. Included in accounts receivable
at June 30, 1996 are proceeds to be received from the sale of fixed
assets of $893,000. Transfers from inventory to fixed assets of
$1,521,000 were made during this period.
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Note 10 Newpark and its subsidiaries are involved in litigation and other
claims or assessments on matters arising in the normal course of
business. In the opinion of management, any recovery or liability in
these matters will not have a material adverse effect on Newpark's
consolidated financial statements.
During 1992, the State of Texas assessed additional sales taxes for
the years 1988-1991. The Company has filed a petition for
redetermination with the Comptroller of Public Accounts. The Company
believes that the ultimate resolution of this matter will not have a
material adverse effect on the consolidated financial statements.
In the normal course of business, in conjunction with its insurance
programs, the Company has established letters of credit in favor of
certain insurance companies in the amount of $1,650,000 at June 30,
1997. At June 30, 1997, the Company had outstanding guaranty
obligations totaling $865,000 in connection with facility closure
obligations.
On August 29, 1996, the Company sold the land, buildings and certain
equipment comprising substantially all of the assets of its former
marine repair operation to the operator of the facility. These assets
had previously been subject to an operating lease to the same party,
and the purchase was made under the terms of a purchase option
granted in the original lease. The Company has guaranteed certain of
the debt obligations of the operator, limited to a maximum of $10
million and reducing proportionately with debt repayments made by the
operator.
In conjunction with the acquisition of certain assets from Campbell
Wells, Ltd. ("Campbell"), on August 12, 1996, the Company assumed the
obligation to deliver to Campbell, for each of the next 25 years, for
disposal at Campbell's landfarms the lesser of one-third of the
barrels of NOW collected by Newpark from a defined market area or
1,850,000 barrels of NOW, subject to certain adjustments. The initial
price per barrel to be paid by Newpark to Campbell is $5.50 per
barrel and is subject to adjustment in future years. Prior to any
adjustments, Newpark's obligation is $10,175,000 annually. In
addition, the liability of Newpark under the agreement is reduced by
certain revenues earned by Campbell or its affiliates.
Note 11 In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards Number 128 "Earnings per
Share" ("SFAS 128") which changes the method of calculating earnings
per share (EPS). SFAS 128 requires the presentation of "basic" EPS
and "diluted" EPS on the face of the statement of income. Basic EPS
is computed by dividing the net income available to
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common shareholders by the weighted average shares of outstanding
common stock. The calculation of diluted EPS is similar to basic EPS
except that the denominator includes dilutive common stock
equivalents such as stock options and warrants. The statement is
effective for financial statements issued for periods ending after
December 15, 1997. At that time, the Company will be required to
change the method currently used to compute EPS and to restate all
prior periods. Early adoption is not permitted. This statement is not
expected to have a significant impact on the Company's reported EPS
amounts.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
During the six months ended June 30, 1997, the Company completed six
separate acquisition transactions. The first transaction involved SBM Drilling
Fluids Management, Inc. (SBM), a full-service drilling fluids company which
serves customers in the Louisiana and Texas Gulf Coast, which was accounted for
as a pooling of interests. Consideration for this transaction was the issuance
of 582,000 shares of Newpark Common Stock. The direct costs related to this
transaction, which are charged to current operations, amounted to $316,000. In
conjunction with the SBM acquisition, the Company instituted a liquid mud
recycling program, by which it plans to utilize a portion of the material
collected in its NOW waste operations as raw material for liquid mud sold by
the drilling fluids unit. The second transaction involved the acquisition of
approximately 120 acres of land from a major oil company. While the land has
marginal oil and gas production on it, the Company plans to develop the
property into an industrial waste disposal facility. The third transaction
involved the acquisition of an additional injection facility which included two
active injection wells located on 37 acres of land. The two land acquisitions
are adjacent to the Company's current Big Hill facility. The fourth transaction
involved the acquisition of a specialty milling company that grinds barite and
other industrial minerals at facilities in Houston, Texas and New Iberia,
Louisiana for oilfield and industrial markets. This acquisition provides a
supply of critical raw materials for the Company's drilling fluids operations.
This transaction involved the issuance of 166,667 shares of Newpark Common
Stock and was accounted for as a pooling of interests. The fifth transaction
involved the purchase of a retail drilling fluids company and wholesale
supplier of drilling fluids products. These companies provided added
distribution capacity for the Company's Gulf Coast drilling fluids market. This
transaction involved the issuance of 111,000 shares of Newpark Common Stock and
was accounted for as a purchase. The final transaction involved the acquisition
of an oilfield site contractor which expanded the Company's presence and
service capability in the site preparation and contracting business. This
transaction involved the issuance of 122,000 shares of Newpark Common Stock and
was accounted for as a purchase.
Subsequent to June 30, 1997 the Company completed three additional
acquisitions. Two of these acquisitions added market and product coverage to
the Company's drilling fluids business, while the other expanded the Company's
presence in the site preparation and contracting business.
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RESULTS OF OPERATIONS
Results for the three months and six months ended June 30, 1996 have
been restated to give effect to the acquisition of SBM on a pooling of
interests basis. The following table represents revenue by product line, for
the three and six month periods ended June 30, 1997 and 1996. The product line
data has been reclassified from prior periods' presentation in order to more
effectively distinguish the fluids management services and mat rental services,
in which the Company maintains certain proprietary advantages, from its other
service offerings.
Three Month Periods Ended June 30,
(Dollars in thousands)
1997 1996
----------------- -----------------
Revenues by product line:
Fluids management services:
NOW & NORM disposal $15,284 31.9% $ 9,559 32.9%
Drilling fluids 11,670 24.3 2,912 10.0
------- ------- ------- -------
Total fluids management services 26,954 56.2 12,471 42.9
Mat rental services 10,644 22.2 5,707 19.6
Integrated services 10,361 21.6 10,403 35.8
Other -- -- 510 1.7
------- ------- ------- -------
Total revenues $47,959 100.0% $29,091 100.0%
======= ======= ======= =======
Six Month Periods Ended June 30,
(Dollars in thousands)
1997 1996
----------------- -----------------
Revenues by product line:
Fluids management services:
NOW & NORM disposal $29,119 32.0% $17,392 30.3%
Drilling fluids 18,620 20.5 4,518 7.8
------- ------- ------- -------
Total fluids management services 47,739 52.5 21,910 38.1
Mat rental services 23,898 26.3 13,608 23.7
Integrated services 19,236 21.2 20,926 36.4
Other -- -- 1,020 1.8
------- ------- ------- -------
Total revenues $90,873 100.0% $57,464 100.0%
======= ======= ======= =======
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THREE MONTH PERIOD ENDED JUNE 30, 1997 COMPARED TO THREE MONTH PERIOD ENDED
JUNE 30, 1996
Revenues
Total revenues increased to $48.0 million in the 1997 period from
$29.1 million in the 1996 period, an increase of $18.9 million or 65.0%,
consisting primarily of a $14.5 million increase in fluids management service
revenue and a $4.9 million increase in mat rental revenue. Principal components
of the increase in fluids management service revenue were NOW revenue, which
increased $7.5 million and drilling fluids sales and service revenue which
increased $8.8 million. These increases were partially offset by a $1.8 million
decrease in NORM revenue. The volume of NOW waste processed increased to 1.4
million barrels in 1997 compared to 675,000 barrels in 1996. This expanded
volume is attributable to the acquisition of a competitor's marine-related
collection operations in August 1996 and increases in the domestic market rig
count. The NOW volume increase accounts for approximately 84% of the revenue
change, with the remainder of the increase resulting from an increase in the
average disposal price in the 1997 quarter. The volume of NORM waste processed
was 8,200 barrels compared to 55,500 barrels in 1996. The volume decreased as
remediation operations in the Gulf Coast were hampered by unusually heavy
rainfall during the 1997 quarter. The increase in mat rental revenue reflects
improvements in the domestic market rig count and increased utilization of the
Company's mat inventory.
Operating Income
Operating income of $14.0 million in the 1997 period increased by $7.0
million or 100.7% compared to $7.0 million in the 1996 period, representing an
improvement in operating margin to 29.1% in the 1997 period compared to 23.9%
in the 1996 period. The major components of the increase were increased
profitability from NOW disposal operations due to operating leverage and price
increases, and increased utilization and higher pricing of the Company's mat
inventory, increased profitability from drilling fluids sales, partially offset
by lower NORM revenue.
General and Administrative Expenses
General and administrative expenses remained relatively unchanged
decreasing as a proportion of revenue to 1.6% from 2.5% in the 1996 period, and
increasing in absolute amount by $42,000.
Interest Expense
Interest expense was $990,000 for the six months ended June 30, 1997
as compared to $1,008,000 in 1996.
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Provision for Income Taxes
For the 1997 and 1996 periods, the Company recorded income tax
provisions of $4.8 million and $2.0 million equal to 36.5% and 33.6% of pre-tax
income, respectively.
Statement of Financial Accounting Standards Number 128
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards Number 128 which changes the method
of calculating earnings per share. The statement is effective for financial
statements issued for periods ending after December 15, 1997. The Company will
adopt SFAS 128 in the fourth quarter of 1997, as early adoption is not
permitted. The adoption of this standard will not have a significant impact on
the Company's reported per share amounts.
SIX MONTH PERIOD ENDED JUNE 30, 1997 COMPARED TO SIX MONTH PERIOD ENDED JUNE
30, 1996
Revenues
Total revenues increased to $90.9 million in the 1997 period from
$57.5 million in the 1996 period, an increase of $33.4 million or 58.1%,
consisting primarily of a $25.8 million increase in fluids management service
revenue and a $10.3 million increase in mat rental revenue, partially offset by
a $1.7 million decrease in integrated services revenue. Principal components of
the increase in fluids management service revenue were NOW revenue, which
increased $14.6 million and drilling fluids sales and service revenue which
increased $14.1 million. These increases were partially offset by a $2.9
million decrease in NORM revenue. The volume of NOW waste processed increased
to 2.8 million barrels in 1997 compared to 1.4 million barrels in 1996. This
expanded volume is attributable to the acquisition of a competitor's
marine-related collection operations in August 1996 and increases in the
domestic market rig count. The NOW volume increase accounts for approximately
82% of the revenue change, with the remainder of the increase resulting from an
increase in the average disposal price in the 1997 period. The volume of NORM
waste processed was 15,600 barrels compared to 92,700 barrels in 1996. The
volume decreased as remediation operations in the Gulf Coast were hampered by
unusually heavy rainfall during the 1997 period. The increase in mat rental
revenue reflects improvements in the domestic market rig count and increased
utilization of the Company's mat inventory. The decrease in integrated services
revenue was primarily due to the unusually low level of NOW remediation
activity as discussed above.
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Operating Income
Operating income of $25.9 million in the 1997 period increased by
$12.9 million or 98.5% compared to $13.1 million in the 1996 period,
representing an improvement in operating margin to 28.5% in the 1997 period
compared to 22.7% in the 1996 period. The major components of the increase were
increased profitability from the NOW disposal operations, increased utilization
and higher pricing of the Company's mat inventory, increased profitability from
drilling fluids sales, partially offset by lower NORM revenue.
General and Administrative Expenses
General and administrative expenses remained relatively unchanged
decreasing as a proportion of revenue to 1.7% from 2.5% in the 1996 period, and
increasing in absolute amount by $133,000.
Interest Expense
Interest expense was $1,845,000 for the six months ended June 30, 1997
as compared to $1,927,000 in 1996.
Provision for Income Taxes
For the 1997 and 1996 periods, the Company recorded income tax
provisions of $8.8 million and $3.9 million equal to 36.3% and 34.9% of pre-tax
income, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital position (as restated to give effect to
the acquisition of SBM on a pooling of interests basis) increased by $15.7
million during the six months ended June 30, 1997. Key working capital data is
provided below:
June 30, 1997 December 31, 1996
------------- -----------------
Working Capital (000's) $ 45,604 $ 29,881
Current Ratio 2.52 1.77
To date during 1997, the Company's working capital needs have been met
primarily from operating cash flow and borrowings under the Company's credit
facility. Total cash generated from operations of $18.6 million was
supplemented by $17.9 million from financing activities to provide for cash of
$34.9 million used in investing activities.
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During the quarter ended June 30, 1997, Newpark entered into a
restated credit agreement which provides it a $90 million secured revolving
line of credit. These borrowings bear interest at the option of the Company, at
either a specified prime rate or LIBOR rate, plus a spread which is determined
quarterly based upon the ratio of Newpark's funded debt to cash flow. The
credit agreement requires that Newpark maintain certain specified financial
ratios and comply with other usual and customary requirements. Newpark was in
compliance with all of the covenants in the credit agreement at June 30, 1997.
The revolving line of credit matures June 30, 2000. At June 30, 1997,
$1.7 million of letters of credit were issued and outstanding under the line
and an additional $59.8 million had been borrowed and was outstanding
thereunder.
Potential sources of additional funds, if required by the Company,
would include additional borrowings and the sale of equity securities. The
Company presently has no commitments beyond its bank lines of credit by which
it could obtain additional funds for current operations; however, it regularly
evaluates potential borrowing arrangements which may be utilized to fund future
expansion plans.
Inflation has not materially impacted the Company's revenues or
income.
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PART II
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
(a) Exhibits
10. Restated Credit Agreement by and among Newpark Resources,
Inc., as borrower, Soloco, L.L.C., Newpark Shipholding Texas,
L.P., Mallard & Mallard of La., Inc., Soloco Texas L.P.,
Batson-Mill, L.P., N.I.D., L.P., Newpark Texas, L.L.C.,
Newpark Holdings, Inc., Newpark Environmental Management
Company, L.L.C., Newpark Environmental Services of Texas
L.P., Sampey Bilbo Meschi Drilling Fluids Management, Inc.,
Supreme Contractors, Inc., Excalibar Minerals, Inc.,
Excalibar Minerals of Louisiana, L.L.C., Supreme Contractors
International, Inc., Chemical Technologies, Inc., Newpark
Environmental Services, Inc., and FMI Wholesale Drilling
Fluids U.S.A., L.P. as guarantors, and Bank One, Louisiana,
National Association, Deutsche Bank A.G., New York Branch
and/or Cayman Islands Branch and Hibernia National Bank as
banks, dated June 30, 1997, filed herewith.
27. Financial Data Schedule
(b) During the quarter ended June 30, 1997, the registrant filed
an annual report on Form 10-K/A, Amendment No. 1 for the year
ended December 31, 1996, dated May 22, 1997 to restate Items
6, 7, 8 and 14 to include the effects of the Company's
business combination with Sampey Bilbo Meschi Drilling Fluids
Management, Inc. ("SBM") and the Company's two-for-one stock
split.
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NEWPARK RESOURCES, INC.
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, thereunto duly authorized.
Date: August 13, 1997
NEWPARK RESOURCES, INC.
By: /s/Matthew W. Hardey
-----------------------------------
Matthew W. Hardey, Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10 Restated Credit Agreement
27 Financial Data Schedule