Delaware | 72-1123385 | |||
(State or other jurisdiction of | (I.R.S. Employer | |||
incorporation or organization) | Identification No.) | |||
2700 Research Forest Drive, Suite 100
|
||||
The Woodlands, Texas | 77381 | |||
(Address of principal executive offices) | (Zip Code) |
PART I
|
FINANCIAL INFORMATION
|
|
ITEM 1.
|
Financial Statements
|
|
Condensed Consolidated Balance Sheets as of June 30, 2012 and
December 31, 2011
|
2
|
|
Condensed Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2012 and 2011
|
3
|
|
Condensed Consolidated Statements of Comprehensive Income for the Three
and Six Months Ended June 30, 2012 and 2011
|
4
|
|
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2012 and 2011
|
5
|
|
Notes to Unaudited Condensed Consolidated Financial Statements
|
6
|
|
ITEM 2.
|
Management's Discussion and Analysis of Financial Condition and Results
of Operations
|
11 |
ITEM 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
23
|
ITEM 4.
|
Controls and Procedures
|
23
|
PART II
|
OTHER INFORMATION
|
24
|
ITEM 1.
|
Legal Proceedings
|
24
|
ITEM 1A.
|
Risk Factors
|
24
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
24
|
ITEM 3.
|
Defaults Upon Senior Securities
|
24
|
ITEM 4.
|
Mine Safety Disclosures
|
25
|
ITEM 5.
|
Other Information
|
25
|
ITEM 6.
|
Exhibits
|
26
|
Signatures
|
27
|
|
||||||||
(In thousands, except share data)
|
June 30,
2012
|
December 31,
2011
|
||||||
ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 28,832 | $ | 25,247 | ||||
Receivables, net
|
333,976 | 328,590 | ||||||
Inventories
|
174,820 | 175,929 | ||||||
Deferred tax asset
|
13,211 | 13,224 | ||||||
Prepaid expenses and other current assets
|
12,427 | 10,828 | ||||||
Total current assets
|
563,266 | 553,818 | ||||||
Property, plant and equipment, net
|
247,856 | 231,055 | ||||||
Goodwill
|
75,166 | 71,970 | ||||||
Other intangible assets, net
|
19,077 | 20,850 | ||||||
Other assets
|
10,217 | 9,144 | ||||||
Total assets
|
$ | 915,582 | $ | 886,837 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Short-term debt
|
$ | 792 | $ | 2,232 | ||||
Accounts payable
|
84,161 | 97,168 | ||||||
Accrued liabilities
|
28,327 | 47,443 | ||||||
Total current liabilities
|
113,280 | 146,843 | ||||||
Long-term debt, less current portion
|
238,843 | 189,876 | ||||||
Deferred tax liability
|
47,034 | 46,844 | ||||||
Other noncurrent liabilities
|
13,906 | 5,428 | ||||||
Total liabilities
|
413,063 | 388,991 | ||||||
Commitments and contingencies (Note 8)
|
||||||||
Common stock, $0.01 par value, 200,000,000 shares authorized
and 95,496,604 and 94,497,526 shares issued, respectively
|
955 | 945 | ||||||
Paid-in capital
|
480,414 | 477,204 | ||||||
Accumulated other comprehensive income
|
(3,133 | ) | 789 | |||||
Retained earnings
|
65,080 | 34,983 | ||||||
Treasury stock, at cost; 6,407,673 and 2,803,987 shares, respectively
|
(40,797 | ) | (16,075 | ) | ||||
Total stockholders’ equity
|
502,519 | 497,846 | ||||||
Total liabilities and stockholders' equity
|
$ | 915,582 | $ | 886,837 |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
(In thousands, except per share data)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Revenues
|
$ | 245,756 | $ | 230,822 | $ | 508,092 | $ | 433,473 | ||||||||
Cost of revenues
|
201,534 | 178,911 | 416,436 | 337,913 | ||||||||||||
Selling, general and administrative expenses
|
19,944 | 21,150 | 41,257 | 36,968 | ||||||||||||
Other operating income, net
|
(477 | ) | (835 | ) | (491 | ) | (952 | ) | ||||||||
Operating income
|
24,755 | 31,596 | 50,890 | 59,544 | ||||||||||||
Foreign currency exchange loss (gain)
|
461 | (468 | ) | 231 | (145 | ) | ||||||||||
Interest expense, net
|
2,553 | 2,100 | 4,921 | 4,357 | ||||||||||||
Income from operations before income taxes
|
21,741 | 29,964 | 45,738 | 55,332 | ||||||||||||
Provision for income taxes
|
7,278 | 10,684 | 15,641 | 20,198 | ||||||||||||
Net income
|
$ | 14,463 | $ | 19,280 | $ | 30,097 | $ | 35,134 | ||||||||
Income per common share -basic:
|
$ | 0.16 | $ | 0.21 | $ | 0.34 | $ | 0.39 | ||||||||
Income per common share -diluted:
|
$ | 0.15 | $ | 0.19 | $ | 0.31 | $ | 0.35 |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
(In thousands)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Net income
|
$ | 14,463 | $ | 19,280 | $ | 30,097 | $ | 35,134 | ||||||||
Foreign currency translation adjustments
|
(7,917 | ) | 1,903 | (3,922 | ) | 7,001 | ||||||||||
Comprehensive income
|
$ | 6,546 | $ | 21,183 | $ | 26,175 | $ | 42,135 |
Six Months Ended June 30,
|
||||||||
(In thousands)
|
2012
|
2011
|
||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$ | 30,097 | $ | 35,134 | ||||
Adjustments to reconcile net income to net cash provided by operations:
|
||||||||
Depreciation and amortization
|
15,808 | 13,575 | ||||||
Stock-based compensation expense
|
3,003 | 2,065 | ||||||
Provision for deferred income taxes
|
178 | 9,997 | ||||||
Net provision for doubtful accounts
|
1,073 | 699 | ||||||
Loss (gain) on sale of assets
|
104 | (117 | ) | |||||
Change in assets and liabilities:
|
||||||||
Increase in receivables
|
(10,793 | ) | (32,334 | ) | ||||
Increase in inventories
|
(870 | ) | (1,981 | ) | ||||
Increase in other assets
|
(2,826 | ) | (5,729 | ) | ||||
(Decrease) increase in accounts payable
|
(8,705 | ) | 5,091 | |||||
Decrease in accrued liabilities and other
|
(11,247 | ) | (5,273 | ) | ||||
Net cash provided by operating activities
|
15,822 | 21,127 | ||||||
Cash flows from investing activities:
|
||||||||
Capital expenditures
|
(26,315 | ) | (16,842 | ) | ||||
Business acquisition, net of cash acquired
|
- | (25,601 | ) | |||||
Proceeds from sale of property, plant and equipment
|
371 | 280 | ||||||
Net cash used in investing activities
|
(25,944 | ) | (42,163 | ) | ||||
Cash flows from financing activities:
|
||||||||
Borrowings on lines of credit
|
173,846 | 2,256 | ||||||
Payments on lines of credit
|
(126,233 | ) | (2,629 | ) | ||||
Proceeds from employee stock plans
|
468 | 1,543 | ||||||
Purchase of treasury stock
|
(24,825 | ) | (598 | ) | ||||
Post-closing payment for business acquisition
|
(11,892 | ) | - | |||||
Other financing activities
|
(53 | ) | (22 | ) | ||||
Net cash provided by financing activities
|
11,311 | 550 | ||||||
Effect of exchange rate changes on cash
|
2,396 | 1,780 | ||||||
Net increase (decrease) in cash and cash equivalents
|
3,585 | (18,706 | ) | |||||
Cash and cash equivalents at beginning of year
|
25,247 | 83,010 | ||||||
Cash and cash equivalents at end of period
|
$ | 28,832 | $ | 64,304 | ||||
Cash paid for:
|
||||||||
Income taxes (net of refunds)
|
$ | 5,836 | $ | 11,380 | ||||
Interest
|
$ | 4,106 | $ | 3,602 |
Second Quarter
|
First Half
|
|||||||||||||||
(In thousands, except per share data)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Basic EPS:
|
||||||||||||||||
Net income
|
$ | 14,463 | $ | 19,280 | $ | 30,097 | $ | 35,134 | ||||||||
Weighted average number of common shares outstanding
|
88,600 | 89,791 | 89,536 | 89,707 | ||||||||||||
Basic income per common share
|
$ | 0.16 | $ | 0.21 | $ | 0.34 | $ | 0.39 | ||||||||
Diluted EPS:
|
||||||||||||||||
Net income
|
$ | 14,463 | $ | 19,280 | $ | 30,097 | $ | 35,134 | ||||||||
Assumed conversions of Senior Notes
|
1,283 | 1,241 | 2,539 | 2,438 | ||||||||||||
Adjusted net income
|
$ | 15,746 | $ | 20,521 | $ | 32,636 | $ | 37,572 | ||||||||
Weighted average number of common shares outstanding-basic
|
88,600 | 89,791 | 89,536 | 89,707 | ||||||||||||
Add: Dilutive effect of stock options and
restricted stock awards
|
457 | 1,061 | 561 | 739 | ||||||||||||
Dilutive effect of Senior Notes
|
15,682 | 15,682 | 15,682 | 15,682 | ||||||||||||
Diluted weighted average number of common shares outstanding
|
104,739 | 106,534 | 105,779 | 106,128 | ||||||||||||
Diluted income per common share
|
$ | 0.15 | $ | 0.19 | $ | 0.31 | $ | 0.35 | ||||||||
Stock options and warrants excluded from calculation
of diluted earnings per share because anti-dilutive
for the period
|
2,440 | 2,536 | 2,123 | 3,731 |
(In thousands)
|
June 30,
2012
|
December 31,
2011
|
||||||
Gross trade receivables
|
$ | 324,800 | $ | 306,791 | ||||
Allowance for doubtful accounts
|
(3,819 | ) | (3,161 | ) | ||||
Net trade receivables
|
320,981 | 303,630 | ||||||
Other receivables
|
12,995 | 24,960 | ||||||
Total receivables, net
|
$ | 333,976 | $ | 328,590 |
Second Quarter
|
First Half
|
|||||||||||||||
(In thousands)
|
2012
|
2011
|
2012
|
2011
|
||||||||||||
Revenues
|
||||||||||||||||
Fluids Systems & Engineering
|
$ | 202,388 | $ | 191,205 | $ | 420,884 | $ | 361,672 | ||||||||
Mats & Integrated Services
|
30,071 | 27,793 | 60,604 | 50,856 | ||||||||||||
Environmental Services
|
13,297 | 11,824 | 26,604 | 20,945 | ||||||||||||
Total Revenues
|
$ | 245,756 | $ | 230,822 | $ | 508,092 | $ | 433,473 | ||||||||
Operating Income (loss)
|
||||||||||||||||
Fluids Systems & Engineering
|
$ | 13,480 | $ | 20,792 | $ | 27,475 | $ | 39,991 | ||||||||
Mats & Integrated Services
|
13,075 | 14,730 | 27,414 | 26,514 | ||||||||||||
Environmental Services
|
3,514 | 2,980 | 7,089 | 4,600 | ||||||||||||
Corporate Office
|
(5,314 | ) | (6,906 | ) | (11,088 | ) | (11,561 | ) | ||||||||
Operating Income
|
$ | 24,755 | $ | 31,596 | $ | 50,890 | $ | 59,544 |
Second Quarter
|
2012 vs 2011
|
|||||||||||||||
2012
|
2011
|
Count
|
%
|
|||||||||||||
U.S. Rig Count
|
1,970 | 1,826 | 144 | 8 | % | |||||||||||
Canadian Rig Count
|
177 | 187 | (10 | ) | (5 | %) | ||||||||||
North America
|
2,147 | 2,013 | 134 | 7 | % |
First Half
|
2012 vs 2011
|
|||||||||||||||
2012 | 2011 |
Count
|
%
|
|||||||||||||
U.S. Rig Count
|
1,980 | 1,774 | 206 | 12 | % | |||||||||||
Canadian Rig Count
|
380 | 379 | 1 | 0 | % | |||||||||||
North America
|
2,360 | 2,153 | 207 | 10 | % |
Second Quarter
|
2012 vs 2011
|
|||||||||||||||
(In thousands)
|
2012
|
2011
|
$ | % | ||||||||||||
Revenues
|
$ | 245,756 | $ | 230,822 | $ | 14,934 | 6 | % | ||||||||
Cost of revenues
|
201,534 | 178,911 | 22,623 | 13 | % | |||||||||||
Selling, general and administrative expenses
|
19,944 | 21,150 | (1,206 | ) | (6 | %) | ||||||||||
Other operating income, net
|
(477 | ) | (835 | ) | 358 | (43 | %) | |||||||||
Operating income
|
24,755 | 31,596 | (6,841 | ) | (22 | %) | ||||||||||
Foreign currency exchange loss (gain)
|
461 | (468 | ) | 929 | (199 | %) | ||||||||||
Interest expense, net
|
2,553 | 2,100 | 453 | 22 | % | |||||||||||
Income from operations before income taxes
|
21,741 | 29,964 | (8,223 | ) | (27 | %) | ||||||||||
Provision for income taxes
|
7,278 | 10,684 | (3,406 | ) | (32 | %) | ||||||||||
Net income
|
$ | 14,463 | $ | 19,280 | $ | (4,817 | ) | (25 | %) |
Second Quarter
|
2012 vs 2011
|
|||||||||||||||
(In thousands)
|
2012
|
2011
|
$ | % | ||||||||||||
Revenues
|
||||||||||||||||
Fluids systems and engineering
|
$ | 202,388 | $ | 191,205 | $ | 11,183 | 6 | % | ||||||||
Mats and integrated services
|
30,071 | 27,793 | 2,278 | 8 | % | |||||||||||
Environmental services
|
13,297 | 11,824 | 1,473 | 12 | % | |||||||||||
Total revenues
|
$ | 245,756 | $ | 230,822 | $ | 14,934 | 6 | % | ||||||||
Operating income (loss)
|
||||||||||||||||
Fluids systems and engineering
|
$ | 13,480 | $ | 20,792 | $ | (7,312 | ) | |||||||||
Mats and integrated services
|
13,075 | 14,730 | (1,655 | ) | ||||||||||||
Environmental services
|
3,514 | 2,980 | 534 | |||||||||||||
Corporate office
|
(5,314 | ) | (6,906 | ) | 1,592 | |||||||||||
Operating income
|
$ | 24,755 | $ | 31,596 | $ | (6,841 | ) | |||||||||
Segment operating margin
|
||||||||||||||||
Fluids systems and engineering
|
6.7 | % | 10.9 | % | ||||||||||||
Mats and integrated services
|
43.5 | % | 53.0 | % | ||||||||||||
Environmental services
|
26.4 | % | 25.2 | % |
Second Quarter
|
2012 vs 2011
|
|||||||||||||||
(In thousands)
|
2012
|
2011
|
$ | % | ||||||||||||
United States
|
$ | 142,486 | $ | 137,147 | $ | 5,339 | 4 | % | ||||||||
Canada
|
7,231 | 3,653 | 3,578 | 98 | % | |||||||||||
Total North America
|
149,717 | 140,800 | 8,917 | 6 | % | |||||||||||
EMEA
|
25,304 | 26,202 | (898 | ) | (3 | %) | ||||||||||
Latin America
|
18,153 | 17,609 | 544 | 3 | % | |||||||||||
Asia Pacific
|
9,214 | 6,594 | 2,620 | 40 | % | |||||||||||
Total
|
$ | 202,388 | $ | 191,205 | $ | 11,183 | 6 | % |
Second Quarter
|
2012 vs 2011
|
|||||||||||||||
(In thousands)
|
2012
|
2011
|
$ | % | ||||||||||||
Mat rental and integrated services
|
$ | 15,766 | $ | 18,574 | $ | (2,808 | ) | (15 | %) | |||||||
Mat sales
|
14,305 | 9,219 | 5,086 | 55 | % | |||||||||||
Total
|
$ | 30,071 | $ | 27,793 | $ | 2,278 | 8 | % |
Second Quarter
|
2012 vs 2011
|
|||||||||||||||
(In thousands)
|
2012
|
2011
|
$ | % | ||||||||||||
E&P waste
|
$ | 10,749 | $ | 9,393 | $ | 1,356 | 14 | % | ||||||||
NORM and industrial waste
|
2,548 | 2,431 | 117 | 5 | % | |||||||||||
Total
|
$ | 13,297 | $ | 11,824 | $ | 1,473 | 12 | % |
First Half
|
2012 vs 2011
|
|||||||||||||||
(In thousands)
|
2012
|
2011
|
$ | % | ||||||||||||
Revenues
|
$ | 508,092 | $ | 433,473 | $ | 74,619 | 17 | % | ||||||||
Cost of revenues
|
416,436 | 337,913 | 78,523 | 23 | % | |||||||||||
Selling, general and administrative expenses
|
41,257 | 36,968 | 4,289 | 12 | % | |||||||||||
Other operating income, net
|
(491 | ) | (952 | ) | 461 | (48 | %) | |||||||||
Operating income
|
50,890 | 59,544 | (8,654 | ) | (15 | %) | ||||||||||
Foreign currency exchange loss (gain)
|
231 | (145 | ) | 376 | (259 | %) | ||||||||||
Interest expense, net
|
4,921 | 4,357 | 564 | 13 | % | |||||||||||
Income from operations before income taxes
|
45,738 | 55,332 | (9,594 | ) | (17 | %) | ||||||||||
Provision for income taxes
|
15,641 | 20,198 | (4,557 | ) | (23 | %) | ||||||||||
Net income
|
$ | 30,097 | $ | 35,134 | $ | (5,037 | ) | (14 | %) |
First Half
|
2012 vs 2011
|
|||||||||||||||
(In thousands)
|
2012
|
2011
|
$ | % | ||||||||||||
Revenues
|
||||||||||||||||
Fluids systems and engineering
|
$ | 420,884 | $ | 361,672 | $ | 59,212 | 16 | % | ||||||||
Mats and integrated services
|
60,604 | 50,856 | 9,748 | 19 | % | |||||||||||
Environmental services
|
26,604 | 20,945 | 5,659 | 27 | % | |||||||||||
Total revenues
|
$ | 508,092 | $ | 433,473 | $ | 74,619 | 17 | % | ||||||||
Operating (loss) income
|
||||||||||||||||
Fluids systems and engineering
|
$ | 27,475 | $ | 39,991 | (12,516 | ) | ||||||||||
Mats and integrated services
|
27,414 | 26,514 | 900 | |||||||||||||
Environmental services
|
7,089 | 4,600 | 2,489 | |||||||||||||
Corporate office
|
(11,088 | ) | (11,561 | ) | 473 | |||||||||||
Operating income
|
$ | 50,890 | $ | 59,544 | $ | (8,654 | ) | |||||||||
Segment operating margin
|
||||||||||||||||
Fluids systems and engineering
|
6.5 | % | 11.1 | % | ||||||||||||
Mats and integrated services
|
45.2 | % | 52.1 | % | ||||||||||||
Environmental services
|
26.6 | % | 22.0 | % |
First Half
|
2012 vs 2011
|
|||||||||||||||
(In thousands)
|
2012
|
2011
|
$ | % | ||||||||||||
United States
|
$ | 284,839 | $ | 249,868 | $ | 34,971 | 14 | % | ||||||||
Canada
|
25,950 | 14,457 | 11,493 | 79 | % | |||||||||||
Total North America
|
310,789 | 264,325 | 46,464 | 18 | % | |||||||||||
EMEA
|
55,303 | 53,270 | 2,033 | 4 | % | |||||||||||
Latin America
|
36,756 | 37,483 | (727 | ) | (2 | %) | ||||||||||
Asia Pacific
|
18,036 | 6,594 | 11,442 | 174 | % | |||||||||||
Total
|
$ | 420,884 | $ | 361,672 | $ | 59,212 | 16 | % |
First Half
|
2012 vs 2011
|
|||||||||||||||
(In thousands)
|
2012
|
2011
|
$ | % | ||||||||||||
Mat rental and integrated services
|
$ | 31,890 | $ | 34,246 | $ | (2,356 | ) | (7 | %) | |||||||
Mat sales
|
28,714 | 16,610 | 12,104 | 73 | % | |||||||||||
Total
|
$ | 60,604 | $ | 50,856 | $ | 9,748 | 19 | % |
First Half
|
2012 vs 2011
|
|||||||||||||||
(In thousands)
|
2012
|
2011
|
$ | % | ||||||||||||
E&P waste
|
$ | 21,752 | $ | 15,747 | $ | 6,005 | 38 | % | ||||||||
NORM and industrial waste
|
4,852 | 5,198 | (346 | ) | (7 | %) | ||||||||||
Total
|
$ | 26,604 | $ | 20,945 | $ | 5,659 | 27 | % |
(In thousands)
|
June 30,
2012
|
December 31,
2011
|
||||||
Senior Notes
|
$ | 172,500 | $ | 172,500 | ||||
Revolving credit facility
|
66,000 | 17,000 | ||||||
Other
|
1,135 | 2,608 | ||||||
Total
|
239,635 | 192,108 | ||||||
Stockholder's equity
|
502,519 | 497,846 | ||||||
Total capitalization
|
$ | 742,154 | $ | 689,954 | ||||
Total debt to capitalization
|
32.3 | % | 27.8 | % |
|
(a)
|
Not applicable
|
|
(b)
|
Not applicable
|
|
(c)
|
The following table details our repurchases of shares of our common stock, for the three months ended June 30, 2012:
|
Period |
Total Number of
Shares Purchased
|
(1)
|
Average Price
per Share
|
Total Number of
Shares Purchased as Part
|
Maximum Approximate Dollar
Value of Shares that May Yet
|
||||||
April 1 |
-
|
30, | 2012 |
929,101
|
$ 8.04
|
929,101
|
$35.0 million
|
||||
May 1 |
-
|
31, | 2012 |
-
|
-
|
-
|
$35.0 million
|
||||
June 1 |
-
|
30, | 2012 |
1,752,314
|
$ 5.57
|
1,665,408
|
$25.7 million
|
||||
|
Total
|
2,681,415
|
$ 6.42
|
2,594,509
|
(1)
|
During the three months ended June 30, 2012, we purchased an aggregate of 86,906 shares surrendered in lieu of taxes under vesting of restricted stock awards.
|
(2)
|
The value of shares that may be repurchased reflects the value available under the program approved by our Board of Directors in February 2012, which was a new stock repurchase program of up to $50 million of outstanding common stock.
|
Named Executive Officer
|
Estimate of 280G Excise Tax and
Reimbursement
per 2012 Proxy
from Termination
Due to Change of Control
|
Revised Estimate of 280G Excise
Tax and Reimbursement from
Termination Due to
Change of Control
1
|
Paul Howes
|
$1,239,299
|
$2,569,070
|
Gregg Piontek
|
$0
|
$503,711
|
Mark Airola
|
$0
|
$613,271
|
Jeff Juergens
2
|
$310,610
|
$0
|
(1)
|
As of December 31, 2011.
|
(2)
|
Mr. Juergens’ Change of Control Agreement does not include the 280G Gross-up Benefit.
|
|
10.1
|
Indemnification Agreement dated May 23, 2012, by and between Newpark Resources, Inc. and Lee Ann Kendrick.
|
|
10.2
|
Form of Restricted Stock Unit under the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009).
|
|
10.3
|
Form of Non-Qualified Stock Option for Participants Outside the United States under the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009).
|
|
10.4
|
Second Amendment to the Newpark Resources, Inc. Amended and Restated Non-Employee Directors' Restricted Stock Plan.
|
|
31.1
|
Certification of Paul L. Howes pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of Gregg S. Piontek pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of Paul L. Howes pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification of Gregg S. Piontek pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
95.1
|
Reporting requirements under the Mine Safety and Health Administration.
|
*101.INS
|
XBRL Instance Document
|
*101.SCH
|
XBRL Schema Document
|
*101.CAL
|
XBRL Calculation Linkbase Document
|
*101.LAB
|
XBRL Label Linkbase Document
|
*101.PRE
|
XBRL Presentation Linkbase Document
|
*101.DEF
|
XBRL Definition Linkbase Document
|
|
*
Furnished with this Form 10-Q, not filed
|
NEW PARK RESOURCES, INC. | |||
|
By:
|
/s/ Paul L. Howes | |
Paul L. Howes, President and
|
|||
Chief Executive Officer
|
|||
(Principal Executive Officer)
|
|||
By: | /s/ Gregg S. Piontek | ||
Gregg S. Piontek, Vice President and
|
|||
Chief Financial Officer
|
|||
(Principal Financial and Accounting Officer)
|
|
10.1
|
Indemnification Agreement dated May 23, 2012, by and between Newpark Resources, Inc. and Lee Ann Kendrick.
|
|
10.2
|
Form of Restricted Stock Unit under the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009).
|
|
10.3
|
Form of Non-Qualified Stock Option for Participants Outside the United States under the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009).
|
|
10.4
|
Second Amendment to the Newpark Resources, Inc. Amended and Restated Non-Employee Directors' Restricted Stock Plan.
|
|
31.1
|
Certification of Paul L. Howes pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of Gregg S. Piontek pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of Paul L. Howes pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification of Gregg S. Piontek pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
95.1
|
Reporting requirements under the Mine Safety and Health Administration.
|
*101.INS
|
XBRL Instance Document
|
*101.SCH
|
XBRL Schema Document
|
*101.CAL
|
XBRL Calculation Linkbase Document
|
*101.LAB
|
XBRL Label Linkbase Document
|
*101.PRE
|
XBRL Presentation Linkbase Document
|
*101.DEF
|
XBRL Definition Linkbase Document
|
|
*
Furnished with this Form 10-Q, not filed
|
NEWPARK RESOURCES, INC. (the “Company”)
|
|||
2700 Research Forest Drive, Suite 100 | |||
The Woodlands, Texas 77381
|
|||
Date
|
By:
|
/s/ Paul L. Howes | |
Name: Paul L. Howes | |||
Title: President & CEO | |||
/s/
Lee Ann Kendrick
|
(“Indemnitee”) | |||
Lee Ann Kendrick
|
|
|||
|
|
|
GRANT NOTICE
RESTRICTED STOCK UNIT
FOR PARTICIPANTS OUTSIDE THE
UNITED STATES
|
NEWPARK RESOURCES, INC.
2700 Research Forest Drive, Ste 100
The Woodlands, Texas 77381
|
Participant:
|
Employee ID:
|
Vesting Date
|
Number of Shares
Vesting on Vesting Date
|
By:
|
/s/ Paul L. Howes | ||
Paul L. Howes | |||
President and Chief Executive Officer | |||
|
|
GRANT NOTICE
RESTRICTED STOCK UNIT
FOR PARTICIPANTS OUTSIDE THE
UNITED STATES
|
NEWPARK RESOURCES, INC.
2700 Research Forest Drive, Ste 100
The Woodlands, Texas 77381
|
Optionee:
|
Employee ID:
|
Vesting Date
|
Number of Shares
Vesting on Vesting Date
|
By:
|
/s/ Paul L. Howes | ||
Paul L. Howes | |||
President and Chief Executive Officer | |||
|
A.
|
The Company has duly adopted the
2006 Equity Incentive Plan
(As Amended and Restated Effective June 10, 2009) (as amended, hereinafter referred to as the
"2006 Plan"
) which authorizes the Compensation Committee of the Board of Directors of the Company (the
"Committee"
) to grant equity compensation, including but not limited to Non-Qualified Stock Options and Incentive Stock Options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"
), and which is intended to encourage ownership of stock of the Company by officers and other key management employees and to provide additional incentive for them to promote the success of the Company.
|
|
B.
|
The Committee has determined that Optionee is entitled to participate in the 2006 Plan, and has taken appropriate action to authorize the granting of a Non-Qualified Stock Option to Optionee for the number of shares, at the price per share and on the terms set forth in the Grant Notice.
|
|
C.
|
Optionee desires to participate in the 2006 Plan and to receive a Non-Qualified Stock Option on the terms and conditions set forth in this Agreement.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: July 27, 2012
|
By:
|
/s/ Paul L. Howes | |
Paul L. Howes, President and Chief Executive
|
|||
Officer | |||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: July 27, 2012
|
By:
|
/s/ Gregg S. Piontek | |
Gregg S. Piontek, Vice President and
|
|||
Chief Financial Officer
|
|||
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 27, 2012
|
By:
|
/s/ Paul L. Howes | |
Paul L. Howes, President and Chief Executive
|
|||
Officer | |||
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 27, 2012
|
By:
|
/s/ Gregg S. Piontek | |
Gregg S. Piontek, Vice President and
|
|||
Chief Financial Officer
|
|||
|
(a)
|
The total number of Mine Act Section 104 significant and substantial citations received, which are for alleged violations of a mining safety standard or regulation where there exists a reasonable likelihood that the hazard could result in an injury or illness of a reasonably serious nature;
|
|
(b)
|
The total number of Mine Act Section 104(b) orders received, which are for an alleged failure to totally abate the subject matter of a Mine Act Section 104(a) citation within the period specified in the citation;
|
|
(c)
|
The total number of Mine Act Section 104(d) citations and orders received, which are for an alleged unwarrantable failure to comply with a mining safety standard or regulation;
|
|
(d)
|
The total number of flagrant violations under Section 110(b)(2) of the Mine Act received;
|
|
(e)
|
The total number of imminent danger orders issued under Section 107(a) of the Mine Act;
|
|
(f)
|
The total dollar value of proposed assessments from MSHA under the Mine Act;
|
|
(g)
|
The total number of mining-related fatalities;
|
|
(h)
|
Mine Act Section 104(e) written notices for an alleged pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of a coal mine health or safety hazard, or the potential to have such a pattern; and
|
|
(i)
|
The total number of pending legal actions before the Federal Mine Safety and Health Review Commission as required by Section 1503(a)(3) of the Dodd-Frank Act. The number of legal actions pending as of June 30, 2012 that are:
|
(1)
|
contests of citations and orders referenced in Subpart B of 29 CFR Part 2700:
|
0
|
|
(2)
|
contests of proposed penalties referenced in Subpart C of 29 CFR Part 2700:
|
0
|
|
(3)
|
complaints for compensation referenced in Subpart D of 29 CFR Part 2700:
|
0
|
|
(4)
|
complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR Part 2700:
|
0
|
|
(5)
|
applications for temporary relief referenced in Subpart F of 29 CFR Part 2700:
|
0
|
|
(6)
|
appeals of judges’ decisions or orders to the Federal Mine Safety and Health Review Commission referenced in Subpart H of 29 CFR Part 2700:
|
0
|
Mine or Operating Name/MSHA Identification Number
|
(A)
Section
104 S&S
Citations
(#)
|
(B)
Section
104(b)
Orders
(#)
|
(C)
Section
104(d)
Citations
and
Orders
(#)
|
(D)
Section
110(b)(2)
Violations
(#)
|
(E)
Section
107(a)
Orders
(#)
|
(F)
Total Dollar
Value of MSHA
Assessments Proposed
(#)
|
(G)
Total
Number
of
Mining
Related
Fatalities
(#)
|
(H)
Received Notice of Pattern of Violations Under Section 104(e)
(yes/no)
|
(H)
Received Notice of Potential to Have Pattern Under Section 104(e)
(yes/no)
|
(I)
Legal
Actions Pending as of Last Day of Period
(#)
|
(J)
Legal Actions Initiated During Period
(#)
|
(K)
Legal Actions Resolved During Period
(#)
|
||||||||||||||||||||||||||||||
Houston Plant /41-04449
|
– | – | – | – | – | – | – |
No
|
No
|
– | – | – | ||||||||||||||||||||||||||||||
Dyersburg Plant / 40-03183
|
1 | – | – | – | – | $ | 127.00 | – |
No
|
No
|
– | – | – | |||||||||||||||||||||||||||||
Excalibar Minerals (New Iberia Plaint) / 16-01302
|
– | – | – | – | – | – | – |
No
|
No
|
– | – | – | ||||||||||||||||||||||||||||||
Corpus Christ Plant /
41-04002
|
2 | – | – | – | – | $ | 293.00 | – |
No
|
No
|
– | – | – | |||||||||||||||||||||||||||||
Collins Gulch Gravel Pit
|
– | – | – | – | – | – | – |
No
|
No
|
– | – | – |