2021
ANNUAL REPORT
A unifying belief has always guided our strategy here at Newpark.
The belief is that whatever we do can be engineered and delivered
for our customers with sustainability at its core. In doing so, we
can enhance the quality and efficiency of what we do for our
customers and the communities in which we operate.
At Newpark, we deliver sustainable
technology and service solutions
that enable society to prosper.
We believe that our focus on sustainable technology and services
will deliver long-term shareholder value. We believe that our
team can solve any problem. We believe in and pride ourselves on
our execution, our steadfast commitment to our Core Values and
shareholder value creation, and our long-standing relationships
with our customers and suppliers.
TO OUR
SHAREHOLDERS
Despite the ever-changing COVID-19 variants, widespread inflationary pressures, and
unprecedented challenges in our supply chains impacting raw material costing and customer
project execution timelines, our diverse global Newpark teams delivered in 2021. We made
the necessary adjustments to our business model, returning our Fluids Systems business
to profitability in Q4 while achieving new heights on executing our key long-term strategic
objectives that will drive sustainable growth in the future.
Matthew S. Lanigan
President and
Chief Executive Officer
2021 KEY HIGHLIGHTS
• Our Site and Access Solutions business delivered a record $149
million in revenues derived from electrical utilities and other
industrial end-markets, including $67 million in sales of our
DURA-BASE matting product, as we expand our role in support
of the energy transition.
• Our Fluids Systems business continued to build upon decades
of experience and our global leadership position in geothermal
drilling, a clean energy source expected to benefit from the
energy transition. We reached a huge milestone in drilling
our 300th geothermal well and commercialized a new
high-performance water-based geothermal drilling fluid,
TerraThermTM.
• We made meaningful progress on our efforts to expand
inorganically
in high returning market opportunities by
acquiring the Lentzcaping business, which strengthens our
utility industry customer base and enhances our footprint in
the Northeast region. We also announced a Memorandum
of Understanding for our Fluids Systems business to form a
joint venture with TAQA in Saudi Arabia. Both transactions
strengthen our position within key markets with meaningful
growth opportunities for years to come.
NEWPARK
CORE VALUES
SAFETY
INTEGRITY
RESPECT
EXCELLENCE
ACCOUNTABILITY
• We strengthened our financial position by successfully
settling $67 million in convertible notes, using a combination
of existing revolving credit lines and new long-term debt.
We also supported our 25% year-over-year revenue growth
and exited the year with a debt-to-capital ratio of 20% and
a cash interest rate of approximately 2%, demonstrating our
ability to manage our liquidity through cycles protecting our
stakeholders.
• We maintained our commitment to providing and fostering
a diverse and inclusive company culture. In 2021, we named
our first female President of the Industrial Solutions business
and worked with nearly 200 companies operated by or serving
underrepresented communities. Everyone at Newpark has
a voice, and through our strong governance processes, we
aspire to hear everyone.
• We maintained best-in-class safety performance across both
of our business units in 2021, despite highly challenging
circumstances for our employees. With COVID-19 impacting
all aspects of our operations, we managed to exit the year
without a single recordable incident associated with the virus
and an overall TRIR rate of 0.51.
ACCELERATING GROWTH IN
INDUSTRIAL SOLUTIONS
Our continued focus on expanding
Industrial Solutions paid dividends
again in 2021, with the business
in
unit contributing $194 million
revenue and $40 million of operating
income. Since 2019, our efforts to
expand our role in supporting the
energy transition have reshaped
our business. Most notably, we
accelerated revenue diversification
beyond our historical oil & gas
customer base. Growth from utilities
and other
industrial end-markets
over this time has substantially offset
a $56 million revenue decline from
oil & gas. These growth markets
outside of oil & gas now contribute
over 80% of our Industrial Solutions
revenue. Since 2018, we’ve achieved
a 10% CAGR in utilities and other
industrial end markets, and we look
to build upon this growth for years to
come.
in manufacturing
We also look to build upon our
success
and
recycling our DURA-BASE matting
system, expanding our capabilities
to play a more prominent role in the
growing circular plastic economy. We
believe our experience and technical
expertise positions us well to increase
our use of post-industrial and post-
consumer materials while also
expanding our product development
and manufacturing beyond our core
matting product.
CREATING A FLUIDS
BUSINESS THAT GENERATES
CASH THROUGH CYCLES
The sharp
in oil and
increase
natural gas prices over the past year
demonstrates the complexities of
the energy transition, highlighting
the vital role that oil and particularly
natural gas will need to play over the
next several decades to allow the
world to achieve our sustainability
goals. At Newpark, we maintain
our long-standing commitment to
developing technologies that reduce
the impact of oil and natural gas
extraction on
the environment,
helping our customers to meet their
net-neutral goals.
regulation
We also recognize that as the world
to alternate energy
transitions
and other
supplies,
factors will impact the scale of our
traditional markets. It is most visible
in US land, where the active rig count
now stands less than half of its peak
levels, and the outlook remains below
levels seen over the past five years.
In response, we have taken actions to
reshape our Fluids Systems business
to reduce invested capital and drive
consistent cash generation through
oil & gas industry cycles. Since the
beginning of 2020, we have reduced
our Fluids Systems invested capital
by $120 million and returned the
business to profitability in the fourth
quarter of 2021, setting the stage for
further improvements in 2022.
We have more work to transform
Fluids Systems into a “capital-light”
model. Part of that is the recent
announcement to explore strategic
alternatives, including the potential
sale of our Excalibar mineral grinding
business. The proceeds from this
divestiture, along with the recently
announced sale of our Industrial
Blending assets, can be redeployed
into
returning market
higher
opportunities.
CONCLUSION
As the energy transition accelerates,
Newpark is uniquely positioned to
help our customers and communities
prosper through the change. Our
performance over the past year
of
the
demonstrates
to sustainable
our commitment
technologies and services.
Our
strategy remains sound, and our
team continues to execute despite
the continued market challenges.
We could not be more excited for
what our future holds.
benefits
to
I want
Finally,
thank our
shareholders and customers for their
continued trust and confidence in us.
I would also like to thank each of our
employees for their commitment to
Newpark and working safely.
Sincerely,
Matthew S. Lanigan
President & CEO
BUSINESS UPDATE
INDUSTRIAL SOLUTIONS
For over 20 years, Newpark Industrial Solutions has partnered with customers and
communities to support the transforming energy landscape. By developing, manufacturing,
and providing sustainable access products and services, we’ve become a trusted resource
to deliver projects safely and efficiently in all conditions. Our continued commitment to
sustainable solutions, with a foundation built on innovation and learning, strengthens our
position for growth and success.
CONTINUED COMMITMENT TO SUSTAINABILITY
The global emphasis on sustainability is getting stronger, but this isn’t a new
concept for Newpark Industrial Solutions, as it has always been at our core.
Our recyclable DURA-BASE® matting system, introduced more than 20 years
ago, remains a disruptive sustainable technology. Our continued commitment
to sustainability remains front and center; from our product manufacturing
to project execution in the field, we minimize the impact on the environment
by eliminating raw material waste, reducing greenhouse gas emissions,
and producing a product with the fundamental purpose of protecting the
environment.
SUPPORTING THE ENERGY TRANSITION
As renewable energy sources increase, power grids become more resilient,
and industries electrify, Newpark Industrial Solutions is well positioned to
remain a critical partner for our electrical utility customers. We will grow with
and support the increased infrastructure construction required to transmit
and distribute power to industrial, commercial, and residential customers. We
currently generate more than 80% of our revenue from electrical utilities and
other industrial end markets, and we will continue this energy transition focus
for years to come.
EXPANDING THE ROLE IN RECYCLED PRODUCT MANUFACTURING
Our market leadership in engineered composite matting is rooted in our longstanding belief in sustainable innovation.
We designed our DURA-BASE matting system to be purposefully 100% recyclable at the end of its lifecycle. We see the
potential for the expanding need for more engineered recycled plastic products. Our years of experience in product
recycling and net-zero waste manufacturing operations is a springboard to leverage our core competencies to expand
our manufacturing beyond our core matting system. We remain committed to developing market-leading sustainable
technologies that deliver long-term shareholder value through focused innovation and execution.
BUSINESS UPDATE
FLUIDS SYSTEMS
Newpark Fluids Systems is a socially responsible, solutions-focused partner with an
unmatched ability to enhance our customers’ drilling performance through our portfolio
of drilling, reservoir, stimulation fluids and associated services, supported by our suite of
innovative digital modeling software.
FOCUS ON SUSTAINABILITY
Newpark has a long history of offering superior products
and solutions that improve industry best practices, helping
customers optimize resource management while working
in harmony with the environment. Sustainable innovation
is at the heart of our culture as we continue to deliver
industry-leading customer solutions.
In 2021, we delivered several noteworthy innovations,
including the Nviros™ and Hydros™ high-performance
water-based drilling fluids systems, designed to lead
the way in unconventional and deepwater operations,
respectively. These advanced fluids solutions help reduce
the consumption of hydrocarbon-based products and
associated waste while optimizing drilling efficiency.
Additionally, we
commercialized our TerraTherm™
system, designed explicitly for clean-energy geothermal
applications. Lastly, our Transition™ family of brine-
tolerant, high-viscosity friction reducers allows fluid
stimulation customers to utilize recycled water for
pressure pumping applications, reducing their freshwater
consumption. While supporting the transition to clean
energy sources, Newpark remains dedicated to enhancing
the sustainability of oil & natural gas exploration.
CAPITAL-LIGHT BUSINESS
MODEL
The COVID-19 pandemic and
its
impact on the global oil & gas market
have dramatically changed customer
operations worldwide.
Industry
activity in key markets, such as the
United States, remains well below
historical levels, requiring a more
agile and capital-light business model.
Over the past two years, roofline
rationalization and working capital
optimization efforts have driven a
$120 million reduction in invested
capital. Building on this significant
progress, our efforts to drive a
capital-light model will continue in
2022, including the potential sale
of our Excalibar mineral grinding
business.
lower
Meanwhile, offsetting
activity in the U.S., analysts expect
international markets to play a more
the
significant role
in supplying the
world’s future energy needs. Taking
steps to support our global customer
base, in December 2021, Newpark
announced a Memorandum of
Understanding to establish a joint
venture with TAQA in Saudi Arabia,
which meaningfully expands our
addressable market opportunity in
the Middle East. We also grew in
2021 through capital-light entries
into targeted international markets,
including Montenegro, Thailand,
Indonesia, and The Philippines,
positioning Newpark to support our
customers’ global needs.
CUSTOMER FOCUS
The award-winning Newpark Service
Advantage™
our
encompasses
to deliver creative
commitment
customers’
solutions
identifying
challenges, proactively
our
for
and
aligning
problems,
our
technology development with their
long-term strategic objectives. While
our mission is to offer our customers
the best products and solutions, we
also provide an unmatched customer
service experience that is ingrained
in our culture and recognized across
the industry.
Customer
In 2021, for the second consecutive
year, Newpark ranked first overall
out of the industry’s 33 major service
companies in ‘Total Satisfaction’ in
the prestigious EnergyPoint Oilfield
Satisfaction
Services
Survey. We also ranked first among
our drilling fluids peers in service
the 2021 Kimberlite
quality
Drilling Fluids report, which captured
feedback from over 200 worldwide
oil & gas operating companies,
setting the standard in customer
experience.
in
OVERVIEW OF
FINANCIALS
Total Revenues ($MIL)
Industrial Solutions Revenues (% of Total Revenues)
35%
30%
25%
20%
15%
10%
5%
0%
25%
20%
15%
10%
5%
0%
2017
2018
2019
2020
2021
Debt-to-Capital Ratio
2017
2018
2019
2020
2021
2017
2018
2019
2020
2021
Fluids Systems
Industrial Solutions
Cash from Operations ($MIL)
2017
2018
2019
2020
2021
1,000
900
800
700
600
500
400
300
200
100
-
80
70
60
50
40
30
20
10
-
(10)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 001-02960
Newpark Resources, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
72-1123385
(I.R.S. Employer Identification No.)
9320 Lakeside Boulevard, Suite 100
The Woodlands, Texas
(Address of principal executive offices)
77381
(Zip Code)
Registrant’s telephone number, including area code: (281) 362-6800
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
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☑
Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).
Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Non-accelerated filer ☐
☑
Accelerated filer
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☑
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by
reference to the price at which the common equity was last sold as of June 30, 2021, was $307.7 million. The aggregate market
value has been computed by reference to the closing sales price on such date, as reported by The New York Stock Exchange.
As of February 18, 2022, a total of 92,353,104 shares of common stock, $0.01 par value per share, were outstanding.
Pursuant to General Instruction G(3) to this Form 10-K, the information required by Items 10, 11, 12, 13 and 14 of Part III
hereof is incorporated by reference from the registrant’s definitive Proxy Statement for its 2022 Annual Meeting of
Stockholders.
Documents Incorporated by Reference:
NEWPARK RESOURCES, INC.
INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2021
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
ITEM 5.
ITEM 6.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
[Reserved]
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 9C.
PART III
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
ITEM 16.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibit and Financial Statement Schedules
Form 10-K Summary
Signatures
1
3
3
8
18
18
18
18
18
19
20
21
37
39
70
70
72
72
72
72
72
72
72
72
72
73
78
79
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, as amended. We also may provide oral or written forward-looking statements in
other materials we release to the public. Words such as “will,” “may,” “could,” “would,” “should,” “anticipates,” “believes,”
“estimates,” “expects,” “plans,” “intends,” and similar expressions are intended to identify these forward-looking statements
but are not the exclusive means of identifying them. These forward-looking statements reflect the current views of our
management; however, various risks, uncertainties, contingencies, and other factors, some of which are beyond our control, are
difficult to predict and could cause our actual results, performance, or achievements to differ materially from those expressed
in, or implied by, these statements.
We assume no obligation to update, amend, or clarify publicly any forward-looking statements, whether as a result of
new information, future events, or otherwise, except as required by securities laws. In light of these risks, uncertainties, and
assumptions, the forward-looking events discussed in this Annual Report on Form 10-K might not occur.
For further information regarding these and other factors, risks, and uncertainties that could cause actual results to
differ, we refer you to the risk factors set forth in Item 1A "Risk Factors" in this Annual Report on Form 10-K.
2
ITEM 1. Business
General
PART I
Newpark Resources, Inc. is a geographically diversified supplier providing environmentally-sensitive products, as
well as rentals and services to customers across multiple industries. We operate our business through two reportable segments:
Industrial Solutions and Fluids Systems. Our Industrial Solutions segment includes our Site and Access Solutions business,
along with our Industrial Blending operations. Site and Access Solutions provides temporary worksite access solutions,
including the rental of our manufactured recyclable composite matting systems, along with related site construction and
services to customers in various markets including power transmission, oil and natural gas exploration and production
(“E&P”), pipeline, renewable energy, petrochemical, construction and other industries, primarily in the United States and
Europe. We also sell our manufactured recyclable composite mats to customers around the world, with power transmission
being the primary end-market. Our Fluids Systems segment provides customized drilling, completion, and stimulation fluids
products and related technical services to E&P customers primarily in North America and Europe, the Middle East and Africa
(“EMEA”), as well as certain countries in Asia Pacific and Latin America. We also have industrial mineral grinding operations
for barite, a critical raw material in drilling fluids systems, which serve to support our activities in certain regions within the
U.S. drilling fluids market and also sell the products to third party users, including other drilling fluids companies. In addition,
we sell a variety of other minerals, principally to third-party industrial (non-oil and natural gas) markets.
Newpark Resources, Inc. was organized in 1932 as a Nevada corporation. In 1991, we changed our state of
incorporation to Delaware. Our principal executive offices are located at 9320 Lakeside Boulevard, Suite 100, The Woodlands,
Texas 77381. Our telephone number is (281) 362-6800. You can find more information about us on our website located at
www.newpark.com. We file or furnish annual, quarterly and current reports, proxy statements and other documents with the
Securities and Exchange Commission (“SEC”). Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our
Current Reports on Form 8-K and any amendments to those reports are available free of charge through our website. These
reports are available as soon as reasonably practicable after we electronically file these materials with, or furnish them to, the
SEC. Our Code of Ethics, our Corporate Governance Guidelines, our Audit Committee Charter, our Compensation Committee
Charter, and our Environmental, Social and Governance Committee Charter are also posted to the corporate governance section
of our website. We make our website content available for informational purposes only. It should not be relied upon for
investment purposes, nor is it incorporated by reference in this Form 10-K. The SEC also maintains a website at www.sec.gov
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the
SEC, including us.
When referring to Newpark Resources, Inc. (“Newpark,” the “Company,” “we,” “our,” or “us”), the intent is to refer
to Newpark Resources, Inc. and its subsidiaries as a whole or on a segment basis, depending on the context in which the
statements are made. The reference to a “Note” herein refers to the accompanying Notes to Consolidated Financial Statements
contained in Item 8 “Financial Statements and Supplementary Data.”
Industry Fundamentals
Our Industrial Solutions segment serves a variety of industries, providing temporary worksite access products and
services to the power transmission, E&P, pipeline, renewable energy, petrochemical, construction and other industries. The
demand for our products and services from customers in these industries is driven, in part, by infrastructure construction and
maintenance activity levels in these industries within the United States and the United Kingdom, including required
infrastructure investments to support energy transition efforts. During 2020, our business was impacted by the COVID-19
pandemic, as customers delayed purchases and planned projects citing COVID-related market uncertainty, permitting delays,
and logistical restrictions. Product sales revenues largely reflect sales to power transmission customers and other industrial
markets, and typically fluctuate based on the timing of customer orders. We expect customer activity, particularly in the power
transmission sector, will remain robust in the coming years, driven in part by the impacts of the energy transition and the
increasing investment in grid reliance initiatives.
Our Fluids Systems operating results remain dependent on oil and natural gas drilling activity levels in the markets we
serve and the nature of the drilling operations (including the depth and whether the wells are drilled vertically or horizontally),
which governs the revenue potential of each well. Drilling activity levels, in turn, depend on a variety of factors, including oil
and natural gas commodity pricing, inventory levels, product demand, and regulatory restrictions. Oil and natural gas prices
and activity are cyclical and volatile, and this market volatility has a significant impact on our operating results. In the
transition to clean-renewable energy sources, we see an expanding role for geothermal in the coming years, although this
application remains a small portion of the global energy market today.
While our Fluids Systems revenue potential is driven by a number of factors including those described above, rig
count data remains the most widely accepted indicator of drilling activity. The average Baker Hughes Company North
3
American Rig Count was 1,077 in 2019, declining to 522 in 2020, then increasing to 606 in 2021. During 2019, U.S. rig count
steadily declined, exiting the year at 805 active rigs, a 26% decline from the end of 2018. During March 2020, oil prices
collapsed due to geopolitical events along with the worldwide effects of the COVID-19 pandemic. As a result, U.S. rig count
declined significantly beginning in March 2020 before reaching a low of 244 in August 2020. During 2021, oil prices
rebounded, and the average U.S. rig count gradually increased, resulting in a 10% year-over-year improvement in U.S. rig
count. We anticipate that market activity will continue to improve in 2022, although the ongoing impacts of the COVID-19
variants, an uncertain economic environment, including widespread supply chain disruptions, as well as enacted and proposed
legislative changes in the U.S. impacting the oil and natural gas industry, make the timing and pace of recovery difficult to
predict.
Outside of North America land markets, drilling activity is generally more stable as this drilling activity is based on
longer-term economic projections and multi-year drilling programs, which typically reduces the impact of short-term changes
in commodity prices on overall drilling activity. However, operations in several countries in the EMEA region experienced
activity disruptions and project delays beginning in early 2020 and continuing through 2021, driven by government-imposed
restrictions on movements of personnel, quarantines of staffing, and logistical limitations as a result of the COVID-19
pandemic. Revenues and profitability from our international Fluids Systems business have gradually recovered in 2021, with
revenues for the fourth quarter 2021 approaching pre-COVID levels. Although the impacts of COVID-19 on our international
operations has significantly declined in recent months, we expect some level of operational disruption and project delays will
continue to impact international activity levels in the near-term, with the impact from the duration and magnitude of the
pandemic and related government responses very difficult to predict.
Strategy
Our long-term strategy includes key foundational elements that are intended to enhance long-term shareholder value
creation:
•
•
End-market diversification – To help reduce our dependency on customers in the volatile E&P industry, improve the
stability in cash flow generation and returns on invested capital, and provide growth opportunities into new markets,
we have focused our efforts over the past several years on diversifying our presence outside of our historical E&P
customer base. These efforts have been primarily focused within our Site and Access Solutions business, where we
have prioritized growth in power transmission, pipeline, renewable energy, and construction markets. The continued
expansion of revenues in industrial markets, and particularly end-markets that are likely to benefit from ongoing
energy transition efforts around the world, such as power transmission, renewable energy, and geothermal, remains a
strategic priority going forward, and we anticipate that our capital investments will primarily focus on supporting this
objective.
Provide products that enhance environmental sustainability – Our Company has a long history of providing
environmentally-sensitive technologies to our customers. In the Industrial Solutions segment, we believe the
lightweight design of our fully recyclable DURA-BASE® matting system provides a distinct environmental advantage
for our customers as compared to alternative wood mat products in the market, by eliminating deforestation required
to produce wood mat products while also reducing CO2 emissions associated with product transportation. In our
Fluids Systems segment, our family of high-performance water-based fluids systems, which we market as Evolution®
and DeepDrill® systems, are designed to enhance drilling performance while also providing a variety of
environmental benefits relative to traditional oil-based fluids. More recently, our Fluids Systems segment has also
developed the TerraThermTM water-based fluids system designed specifically for clean-energy geothermal drilling, as
well as the TransitionTM family of brine-tolerant stimulation chemicals, which reduce the freshwater required for well
stimulation applications. The continued advancement of technology that provides our customers with economic
benefits, while also enhancing their environmental and safety programs, remains a priority for our research and
development efforts.
With ongoing support from outside financial and other advisors, we have continuously reviewed our portfolio during
the oil and natural gas cycle of the last couple of years. These reviews have focused on evaluating changes in the outlook for
our served markets and customer priorities, while identifying opportunities for value-creating options in our portfolio, as well
as placing investment emphasis in markets where we generate strong returns and where we see greater long-term viability and
stability. While we have taken certain actions to reduce our workforce and cost structure, our business contains high levels of
fixed costs, including significant facility and personnel expense. In February 2022, our management recommended and our
Board of Directors approved a plan to wind down our Industrial Blending operations and pursue the sale of the industrial
blending and warehouse facility and related equipment, and our Board of Directors also approved management’s plan to
explore strategic options for our U.S. mineral grinding business. We continue to evaluate other under-performing areas of our
business, particularly within the U.S. and Gulf of Mexico oil and natural gas markets, which necessitates consideration of
broader structural changes to transform this business for the new market realities. In the absence of a longer-term increase in
4
activity levels, we may incur future charges related to these efforts or potential asset impairments, which may negatively
impact our future results.
Reportable Segments
Industrial Solutions
Our Industrial Solutions segment provides temporary worksite access, including the rental of our manufactured
recyclable composite matting systems, along with related site construction and services to customers in various markets
including power transmission, E&P, pipeline, renewable energy, petrochemical, construction and other industries, primarily in
the United States and Europe. We also manufacture and sell our recyclable DURA-BASE® Advanced Composite Mats to
customers around the world, with power transmission being the primary end-market.
We have also developed system enhancements, including the EPZ Grounding System™ for enhanced safety and
efficiency for workers on power line maintenance and construction projects. We continue to make investments in matting and
component innovation to deliver further differentiation and enhanced environmental benefits.
In addition, we began leveraging our capacity and technical expertise in chemical blending into industrial blending
operations, and in response to the increasing market demand for cleaning products resulting from the COVID-19 pandemic,
began producing disinfectants and industrial cleaning products in 2020. The scale-up of production was completed by the end
of the third quarter of 2020, which effectively repositioned our chemical blending operation located in Conroe, Texas to
support industrial end-markets. Beginning prospectively in the fourth quarter of 2020, the assets and operating results
associated with these industrial blending operations are included in the Industrial Solutions segment, while the historical results
from earlier in 2020, which were immaterial, are included in the Fluids Systems segment. As noted above, in February 2022,
our management recommended and our Board of Directors approved a plan to wind down our Industrial Blending operations
and pursue the sale of the industrial blending and warehouse facility and related equipment located in Conroe, Texas.
Raw Materials — The resins, chemicals, and other materials used to manufacture our recyclable composite mats are
widely available. Resin is the largest material component in the manufacturing of our recyclable composite mat products. We
believe that our sources of supply for materials used in our business are adequate for our needs. We are not dependent upon any
one supplier, and we have encountered no significant shortages or delays in obtaining any raw materials.
Technology — We have obtained patents related to the design and manufacturing of our recyclable DURA-BASE
mats and several of the components, as well as other products and systems related to these mats (including the connecting pins
and the EPZ Grounding System™), although certain key patents have since expired. Using proprietary technology and systems
is an important aspect of our business strategy. We believe the lightweight design of our recyclable matting system provides a
distinct environmental benefit for our customers as compared to alternative wood mat products in the market, by eliminating
deforestation required to produce wood mat products and also reducing CO2 emissions associated with product transportation.
While we continue to enhance the performance, environmental, and safety benefits of our products and add to our patent
portfolio, we believe that our scale and reputation in the industry, the range of services we offer, ongoing technical
development and know-how, responsiveness to customers, and understanding of regulatory requirements also have competitive
significance in the markets we serve.
Competition — Our market is fragmented and competitive, with many competitors providing various forms of site
preparation products and services. The composite mat sales component of our business is not as fragmented as the rental and
services components with only a few competitors providing various alternatives to our DURA-BASE composite mat products,
such as Signature Systems Group and Spartan Mat. This is due to many factors, including large capital start-up costs and
proprietary technology associated with these products. We believe that the principal competitive factors in our businesses
include reputation, product capabilities, price, innovation through R&D, and reliability, and that our competitive position is
enhanced by our proprietary products, manufacturing expertise, services, and experience.
Customers — Our customers are principally utility companies, infrastructure construction companies, and oil and
natural gas E&P companies operating in the markets that we serve. Wood mats and stone continue to be the primary solutions
utilized for temporary worksite access across industries, though composite matting solutions continue to gain market share.
During 2021, approximately 61% of our segment revenues were derived from the 20 largest segment customers, of which our
largest customer represented 10% of our segment revenues. The segment also generated 90% of its revenues domestically
during 2021. Typically, we perform services either under short-term contracts or rental service agreements. As most
agreements with our customers are cancelable upon short notice, our backlog is not significant. We do not derive a significant
portion of our revenues from government contracts.
5
Fluids Systems
Our Fluids Systems segment provides drilling, completion, and stimulation fluids products and related technical
services to customers for oil, natural gas, and geothermal projects primarily in North America and EMEA, as well as certain
countries in Asia Pacific and Latin America. We offer customized solutions for complex subsurface conditions such as
horizontal, directional, geologically deep, or drilling in deep water. These projects require high levels of monitoring and
technical support of the fluids system during the drilling process.
We also have industrial mineral grinding operations for barite, a critical raw material in drilling fluids systems, which
serve to support our activities in certain regions of the U.S. drilling fluids market. We grind barite and other industrial minerals
at four facilities, including locations in Texas, Louisiana, and Tennessee, and use the resulting products in our drilling fluids
systems and also sell the products to third party users, including other drilling fluids companies. In addition, we sell a variety of
other minerals, principally to third-party industrial (non-oil and natural gas) markets. As noted above, in February 2022, our
Board of Directors approved management’s plan to explore strategic options for our U.S. mineral grinding business.
Raw Materials — We believe that our sources of supply for materials and equipment used in our fluids business are
adequate for our needs. Our specialty mineral grinding business is our primary supplier of barite used in our North American
fluids business. Our mills obtain raw barite ore under supply agreements from foreign sources, primarily China and India. We
obtain other materials used in the fluids business from various third-party suppliers. We have encountered no significant
shortages or delays in obtaining these raw materials.
Technology — Proprietary technology and systems are an important aspect of our business strategy. We seek patents
and licenses on new developments whenever we believe it creates a competitive advantage in the marketplace. We own patent
rights in a family of high-performance water-based fluids systems, which we market as Evolution® and DeepDrill® systems,
which are designed to enhance drilling performance while also providing a variety of environmental benefits relative to
traditional oil-based fluids. In addition, we have developed the TerraThermTM water-based fluids system designed specifically
for clean-energy geothermal drilling, as well as the TransitionTM family of brine-tolerant stimulation chemicals, which reduce
the freshwater required for well stimulation applications. We also rely on a variety of unpatented proprietary technologies and
know-how in many of our applications. We believe that our reputation in the industry, the range of services we offer, ongoing
technical development and know-how, responsiveness to customers, and understanding of regulatory requirements are of equal
or greater competitive significance than our existing proprietary rights.
Competition — We face competition from larger companies, including Halliburton, Schlumberger, and Baker Hughes,
which compete vigorously on fluids performance and/or price. In addition, these companies have broad product and service
offerings in addition to their fluids systems. We also have smaller regional competitors competing with us primarily on price
and local relationships. We believe that the principal competitive factors in our businesses include a combination of technical
proficiency, reputation, price, reliability, quality, breadth of services offered, and experience, and that our competitive position
is enhanced by our best-in-class customer experience and value enhancing products and services.
Customers — Our customers are principally major integrated and independent oil and natural gas E&P companies
operating in the markets that we serve. During 2021, approximately 48% of segment revenues were derived from the 20 largest
segment customers. No single customer accounted for more than 10% of our segment revenues. The segment also generated
54% of its revenues domestically during 2021. In North America, we primarily perform services either under short-term
standard contracts or under “master” service agreements. Internationally, some customers issue multi-year contracts, but many
are on a well-by-well or project basis. As most agreements with our customers can be terminated upon short notice, our
backlog is not significant. We do not derive a significant portion of our revenues from government contracts.
6
Human Capital
We are committed to providing a diverse and inclusive environment for all employees and for those with whom we
conduct business. We recognize our greatest assets are our people, and our long-term sustainability depends on our ability to
attract, motivate, and retain the highly talented individuals that make up the Newpark team, while protecting each other like
family and sustaining the environment in which we work. We appreciate our people and their achievements as we recognize
they are integral to fully implementing our business strategy, which directly translates to improving our long-term profitability
and increasing shareholder value.
As a global company, the Newpark team supporting our customers spans more than 20 countries, and more than half
of our employees reside outside of the United States. Our global footprint provides natural diversity within our organization
and serves as a foundation to support an inclusive approach to everything that we do. At December 31, 2021, we employed
approximately 1,565 full and part-time personnel, none of which are represented by labor unions. We consider our relations
with our employees to be satisfactory and through various company-culture initiatives, strive to reinforce our commitment to
our Core Values of safety, integrity, respect, excellence, and accountability. The following charts present the geographic
composition of our revenues and workforce.
Governmental Regulations
Our business exposes us to regulatory risks associated with the various industries that we serve, including
governmental regulations relating to the oil and natural gas industry in general, as well as environmental, health, and safety
regulations that have specific application to our business. Our activities are impacted by various federal, state, local, and
foreign laws, regulations, and policies related to pollution control, health, and safety programs that are administered and
enforced by regulatory agencies.
We have implemented various procedures designed to ensure compliance with applicable regulations and reduce the
risk of damage or loss. These include specified handling procedures and guidelines for waste, ongoing employee training, and
monitoring, as well as maintaining insurance coverage. We also utilize a corporate-wide health, safety, and environmental
management system (“HSEMS”). The HSEMS is designed to capture information related to the planning, decision-making, and
general operations of environmental regulatory activities within our operations. We also use the HSEMS to capture the
information generated by regularly scheduled independent audits that are performed to validate the findings of our internal
monitoring and auditing procedures.
7
ITEM 1A. Risk Factors
The following summarizes the most significant risks to our business. In addition to these risks, we are subject to a
variety of risks that affect many other companies generally, as well as other risks and uncertainties that are not known to us as
of the date of this Annual Report. Our success will depend, in part, on our ability to anticipate and effectively manage these and
other risks. Any of these risk factors, either individually or in combination, could have a material adverse effect on our results
of operations or financial condition, or prevent us from meeting our profitability or growth objectives. If you hold our securities
or are considering an investment in our securities, you should carefully consider the following risks, together with the other
information contained in this Annual Report.
Risks in this section are grouped in the following categories: (1) Business and Industry Risks; (2) Indebtedness Risks;
(3) Legal and Regulatory Risks; (4) Financial Risks; and (5) General Risks. Many risks affect more than one category, and the
risks are not in order of significance or probability of occurrence because they have been grouped by categories.
Business and Industry Risks
Risks Related to the COVID-19 Pandemic
The effects of the COVID-19 pandemic, including actions taken by businesses and governments, resulted in a
significant and swift reduction in U.S. and international economic activity. These effects adversely affected the demand for and
price of oil and natural gas, as well as the demand for our products and services. The collapse in the demand for oil caused by
this unprecedented global health and economic crisis, coupled with oil oversupply, has had, and may continue to have, an
adverse impact on our customers’ demand for the products and services we provide, which in turn could have a material and
adverse impact on our financial condition, results of operations, and cash flows. In response to the reduced demand for our
products and services as a result of the decline in oil prices and the COVID-19 pandemic, we took a number of actions during
2020 and continuing into 2021 aimed at protecting our liquidity and reshaping the business for the new market realities,
including reducing our workforce and cost structure. However, our business contains high levels of fixed costs, including
significant facility and personnel expenses, which limits the effectiveness of such actions.
We continue to monitor the effects of COVID-19 on commodity demands, our customers and suppliers activities, as
well as our operations and employees. These effects have included, and may continue to include, adverse revenue and
profitability effects, delays in planned customer projects, and disruptions to our operations and supply chain.
The extent to which our operating and financial results are affected by the continuing impacts of COVID-19 will
depend on various factors beyond our control, such as the duration and scope of the pandemic, including any resurgences and
the emergence and spread of COVID-19 variants; additional actions by businesses and governments in response to the
pandemic; and the speed and effectiveness of responses to combat the virus, including the availability and public acceptance of
effective treatments or vaccines, and how quickly and to what extent normal economic activity can resume, all of which are
highly uncertain and cannot be predicted. COVID-19, and the volatile regional and global economic conditions stemming from
the pandemic could also give rise to or aggravate other risk factors that we have identified below. Additionally, vaccine
mandates that may be announced in jurisdictions in which our business operates could result in disruptions to our current and
potential future workforce and may result in increased attrition, as well as increased costs in connection with retaining our
workforce. COVID-19 could also materially and adversely impact our operating and financial results in a manner that is not
currently known to us or that we do not currently consider as presenting material risks to our operations.
Risks Related to the Worldwide Oil and Natural Gas Industry
Although we continue to diversify our operations and expand into a variety of end-markets, we derive a significant
portion of our revenues from customers in the worldwide oil and natural gas industry; therefore, our risk factors include those
factors that impact the demand for oil and natural gas. Spending by our customers for exploration, development, and
production of oil and natural gas is based on a number of factors, including expectations of future hydrocarbon demand, energy
prices, the risks associated with developing reserves, our customers’ ability to finance exploration and development of reserves,
regulatory developments, and the future value of the reserves. Reductions in customer spending levels adversely affect the
demand for our products and services, and consequently, our revenues and operating results. The key risk factors that we
believe influence the worldwide oil and natural gas markets are discussed below.
Demand for oil and natural gas is subject to factors beyond our control
Demand for oil and natural gas, and consequently the demand for our products and services, is highly correlated with
global economic growth and in particular by the economic growth of countries such as the U.S., India, China, and developing
countries in Asia and the Middle East. Weakness in global economic activity, as well as the global energy transition, could
reduce demand for oil and natural gas and result in lower oil and natural gas prices. In addition, demand for oil and natural gas
has been and could continue to be impacted by the effects of global health epidemics and concerns (such as the COVID-19
pandemic). Our customers in the oil and natural gas industry have been significantly and adversely impacted by the COVID-19
8
pandemic, which has adversely affected the demand for and price of oil and natural gas. The pace of demand recovery from the
COVID-19 pandemic disruption is unknown, and there is significant uncertainty regarding the long-term impact to global oil
demand, which will ultimately depend on various factors and consequences beyond our control. Continued weakness or
deterioration of the global economy could further reduce our customers’ spending levels and could reduce our revenues and
operating results.
Regulatory agencies and environmental advocacy groups in the European Union, the U.S. and other regions or
countries have been focusing considerable attention on the emissions of carbon dioxide, methane and other greenhouse gases
and their role in climate change. There is also increased focus, including by governments and our customers, investors and
other stakeholders, on these and other sustainability and energy transition matters. Existing or future legislation and regulations
related to greenhouse gas emissions and climate change, as well as initiatives by governments, nongovernmental organizations,
and companies to conserve energy or promote the use of alternative energy sources, and negative attitudes toward or
perceptions of fossil fuel products and their relationship to the environment, may significantly curtail demand for and
production of oil and gas in areas of the world where our customers operate, and thus reduce future demand for our products
and services. This may, in turn, have a material adverse effect on our business, financial condition, results of operations, and
cash flows.
Supply of oil and natural gas is subject to factors beyond our control
Supply of oil and natural gas can be affected by the availability of quality drilling prospects, exploration success, and
the number and productivity of new wells drilled and completed, as well as the rate of production and resulting depletion of
existing wells. Oil and natural gas storage inventory levels are indicators of the relative balance between supply and demand. In
recent years, advancements in drilling and completion methods and technologies have contributed to a significant increase in
oil production, particularly in the U.S. market. Supply can also be impacted by the degree to which individual Organization of
Petroleum Exporting Countries (“OPEC”) nations and other large oil and natural gas producing countries are willing and able
to control production and exports of hydrocarbons, to decrease or increase supply, and to support their targeted oil price or
meet market share objectives. Any of these factors could affect the supply of oil and natural gas and could have a material
effect on our results of operations.
Volatility of oil and natural gas prices can adversely affect demand for our products and services
Volatility of oil and natural gas prices can also impact our customers’ activity levels and spending for our products
and services. The level of energy prices is important to the cash flow for our customers and their ability to fund exploration and
development activities. Expectations about future commodity prices and price volatility are important for determining future
spending levels. Our customers also take into account the volatility of energy prices and other risk factors by requiring higher
returns for individual projects if there is higher perceived risk.
Our customers’ activity levels, spending for our products and services, and ability to pay amounts owed us could be
impacted by the ability of our customers to access equity or credit markets
Our customers’ activity levels are dependent on their ability to access the funds necessary to develop oil and natural
gas prospects and their ability to generate sufficient returns on investments. In recent years, limited access to external sources
of funding, including the impacts of the global energy transition and pressures from their investors to generate consistent cash
flow has, at times, caused customers in the oil and natural gas industry to reduce their capital spending plans. In addition, a
reduction of cash flow to our customers resulting from declines in commodity prices or the lack of available debt or equity
financing may impact the ability of our customers to pay amounts owed to us.
A heightened focus by our customers on cost-saving measures rather than the quality of products and services could
reduce the demand for our products and services
Our customers are continually seeking to implement measures aimed at greater cost savings, which may include the
acceptance of lesser quality products and services in order to improve short term cost efficiencies as opposed to total cost
efficiencies. The continued implementation of these kinds of cost saving measures could reduce the demand or pricing for our
products and services and have a material adverse effect on our business, financial condition, and results of operations.
Risks Related to Customer Concentration and Reliance on the U.S. E&P Market
In 2021, approximately 39% of our consolidated revenues were derived from our 20 largest customers, although no
customer accounted for more than 10% of our consolidated revenues. While we are not dependent on any one customer or
group of customers, the loss of one or more of our significant customers could have an adverse effect on our results of
operations and cash flows. In addition, approximately 65% of our consolidated revenues in 2021 were derived from our U.S.
operations, including approximately $250 million from the exploration and production market.
9
Over the past five years, the North America oil and natural gas market has experienced periods of significant declines
which reduced the demand for our services and negatively impacted customer pricing in our North American operations. Due
in part to these changes, our quarterly and annual operating results have fluctuated significantly and may continue to fluctuate
in future periods. Because our business has substantial fixed costs, including significant facility and personnel expenses,
downtime or low productivity due to reduced demand could have a material adverse effect on our business, financial condition,
and results of operations.
While our continued expansion into a variety of non-E&P markets, as well as geographic diversification into select
foreign E&P markets, is intended over the long term to grow the business and reduce our dependency on the cyclical North
American oil and natural gas market, these efforts may not be successful or sufficient to offset this volatility.
Risks Related to International Operations
We have significant operations outside of the U.S., including Canada and certain areas of Europe, the Middle East and
Africa. In 2021, our international operations generated approximately 35% of consolidated revenues. Substantially all of our
cash balance at December 31, 2021 resides within our international subsidiaries. Algeria represented our largest international
market outside of North America, with our Algerian operations representing 7% of our consolidated revenues for 2021 and 6%
of our total assets at December 31, 2021, including 13% of our total cash balance at December 31, 2021.
In addition, we may seek to expand to other areas outside the U.S. in the future. International operations are subject to
a number of risks and uncertainties which could negatively impact our results from operations, including:
▪ difficulties and cost associated with complying with a wide variety of complex foreign laws, treaties, and
regulations;
▪ uncertainties in or unexpected changes in regulatory environments or tax laws, including with respect to climate
change;
▪
legal uncertainties, timing delays, and expenses associated with tariffs, export licenses, and other trade barriers;
▪ difficulties enforcing agreements and collecting receivables through foreign legal systems;
▪
▪
▪
▪
▪
risks associated with failing to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, export
laws, and other similar laws applicable to our operations in international markets;
exchange controls or other limitations on international currency movements, including restrictions on the
repatriation of funds to the U.S. from certain countries;
sanctions imposed by the U.S. government that prevent us from engaging in business in certain countries or with
certain counter-parties;
expropriation or nationalization of assets;
inability to obtain or preserve certain intellectual property rights in the foreign countries in which we operate;
▪ our inexperience in certain international markets;
▪ health emergencies or pandemics (such as the COVID-19 pandemic);
▪
fluctuations in foreign currency exchange rates;
▪ political and economic instability; and
▪
acts of terrorism.
In addition, several North African markets in which we operate, including Tunisia, Egypt, Libya, and Algeria have
experienced social and political unrest in past years, which, when they occur, negatively impact our operating results and can
include the temporary suspension of our operations.
Risks Related to Operating Hazards Present in the Oil and Natural Gas Industry and Substantial Liability Claims,
Including Catastrophic Well Incidents
We are exposed to significant health, safety, and environmental risks. Our operations are subject to hazards present in
the oil and natural gas industry, such as fires, explosions, blowouts, oil spills, and leaks or spills of hazardous materials (both
onshore and offshore), as well as hazards in the electrical utility industry, such as exposure to high voltage electrocution,
among other risks. These incidents as well as accidents or problems in normal operations can cause personal injury or death
and damage to property or the environment. From time to time, customers seek recovery for damage to their equipment or
property that occurred during the course of our service obligations. Damage to our customers’ property and any related spills of
hazardous materials could be extensive if a major problem occurs.
Generally, we rely on contractual indemnities, releases, limitations on liability with our customers, and insurance to
protect us from potential liability related to such events. However, our insurance and contractual indemnification may not be
sufficient or effective to protect us under all circumstances or against all risks. In addition, our customers’ changing views on
10
risk allocation together with deteriorating market conditions could force us to accept greater risks to obtain new business or
retain renewing business and could result in us losing business if we are not prepared to take such risks. Moreover, we may not
be able to maintain insurance at levels of risk coverage or policy limits that we deem adequate. Any damages caused by our
services or products that are not covered by insurance or contractual indemnification, or are in excess of policy limits or subject
to substantial deductibles, could adversely affect our financial condition, results of operations, and cash flows. See “Risks
Related to the Inherent Limitations of Insurance Coverage” below for additional information.
Risks Related to Contracts that Can Be Terminated or Downsized by Our Customers Without Penalty
Many of our fixed-term contracts contain provisions permitting early termination by the customer at their
convenience, generally without penalty, and with limited notice requirements. In addition, many of our contracts permit our
customers to decrease the products or services without penalty, which could result in a decrease in our revenues and
profitability. As a result, you should not place undue reliance on the strength of our customer contracts or the terms of those
contracts.
Risks Related to Product Offering Expansion
As a key component of our long-term strategy to diversify our revenue streams generated from both operating
segments, we seek to continue to expand our product and service offerings and enter new customer markets with our existing
products. As with any market expansion effort, new customer and product markets require additional capital investment and
include
industry-specific regulatory requirements, product
performance, and customer-specific risk profiles. In addition, we likely will not have the same level of operational experience
with respect to the new customer and product markets as will our competitors. As such, new market entry is subject to a
number of risks and uncertainties, which could have an adverse effect on our business, financial condition, or results of
operations.
inherent uncertainties regarding customer expectations,
Risks Related to Our Ability to Attract, Retain, and Develop Qualified Leaders, Key Employees, and Skilled
Personnel
Our failure to attract, retain, and develop qualified leaders and key employees at our corporate, divisional, or regional
headquarters could have a material adverse effect on our business. In addition, all of our businesses are highly dependent on
our ability to attract and retain highly-skilled product specialists, technical sales personnel, and service personnel. The market
for qualified employees is extremely competitive. If we cannot attract and retain qualified personnel, our ability to compete
effectively and grow our business will be severely limited. Also, a significant increase in wages paid by competing employers
could result in a reduction in our skilled labor force or an increase in our operating costs.
We have experienced, and expect to continue to experience, a shortage of labor for certain functions, including due to
concerns around COVID-19 and other factors, which has increased our labor costs and negatively impacted our profitability.
The extent and duration of the effect of these labor market challenges are subject to numerous factors, including the continuing
effect of the COVID-19 pandemic, vaccine mandates that may be announced in jurisdictions in which our businesses operate,
availability of qualified persons in the markets where we and our contracted service providers operate and unemployment
levels within these markets, behavioral changes, prevailing wage rates and other benefits, inflation, adoption of new or revised
employment and labor laws and regulations (including increased minimum wage requirements) or government programs,
safety levels of our operations, and our reputation within the labor market.
Risks Related to the Price and Availability of Raw Materials
Our ability to provide products and services to our customers is dependent upon our ability to obtain raw materials
necessary to operate our business. Certain of the raw materials essential to our business are sourced globally and require
various freight services to transport the materials to our jobsites. These services may be impacted by current supply chain
disruptions and, particularly during times of high demand, may cause delays in the arrival of or otherwise constrain our supply
of raw materials. These constraints could have a material adverse effect on our business and consolidated results of operations.
In addition, price increases imposed by our vendors for raw materials used in our business and the inability to pass these
increases through to our customers could have a material adverse effect on our business and results of operations.
Our Industrial Solutions business is highly dependent on the availability of high-density polyethylene (“HDPE”),
which is the primary raw material used in the manufacture of our recyclable composite mats. The cost of HDPE increased
significantly in 2021, and our costs can vary based on the energy costs of the producers of HDPE, demand for this material, and
the capacity or operations of the plants used to make HDPE. We may not be able to increase our customer pricing to cover the
cost increases that we have experienced, which could result in a reduction in future profitability.
In addition, our Fluids Systems business is highly dependent on the availability of barite, which is a naturally
occurring mineral that constitutes a significant portion of our fluids systems. We currently secure the majority of our barite ore
from foreign sources, primarily China and India. The availability and cost of barite ore is dependent on factors beyond our
11
control, including transportation, political priorities, U.S. tariffs, and government-imposed export fees in the exporting
countries, as well as the impact of weather and natural disasters. The future supply of barite ore from existing sources may be
inadequate to meet the market demand, particularly during periods of increasing world-wide demand, which could ultimately
restrict industry activity or our ability to meet our customers’ needs.
Risks Related to Business Acquisitions and Capital Investments
Our ability to successfully execute our business strategy will depend, among other things, on our ability to make
capital investments and acquisitions which provide us with financial benefits. These acquisitions and investments are subject to
a number of risks and uncertainties, including:
▪
▪
incorrect assumptions regarding business activity levels or results from our capital investments, acquired
operations, or assets;
insufficient revenues to offset liabilities assumed;
▪ potential loss of significant revenue and income streams;
▪
▪
▪
increased or unexpected expenses;
inadequate return of capital;
regulatory or compliance issues;
▪ potential loss of key employees, customers, or suppliers of the acquired company;
▪
the triggering of certain covenants in our debt agreements (including accelerated repayment);
▪ unidentified issues not discovered in due diligence;
▪
failure to complete a planned acquisition transaction or to successfully integrate the operations or management of
any acquired businesses or assets in a timely manner;
▪ diversion of management’s attention from existing operations or other priorities;
▪ unanticipated disruptions to our business associated with the implementation of our enterprise-wide operational
and financial system; and
▪ delays in completion and cost overruns associated with large capital investments.
Any of the factors above could have an adverse effect on our business, financial condition, or results of operations.
Additionally, the anticipated benefits of a capital investment or acquisition may not be realized fully or at all, or may take
longer to realize than expected.
Risks Related to Market Competition
We face competition in the Fluids Systems business from larger companies, including Halliburton, Schlumberger, and
Baker Hughes, which compete vigorously on fluids performance and/or price. In addition, these companies have broad product
and service offerings in addition to their drilling and completion fluids. At times, these larger companies attempt to compete by
offering discounts to customers to use multiple products and services, some of which we do not offer. We also have smaller
regional competitors competing with us mainly on price and local relationships.
Our competition in the Industrial Solutions business is fragmented, with many competitors providing various forms of
worksite access products and services. More recently, several competitors have begun marketing composite products to
compete with our DURA-BASE matting system. While we believe the design and manufacturing quality of our products
provide a differentiated value to our customers, many of our competitors seek to compete on pricing. In addition, certain
patents related to our DURA-BASE matting system have expired, and competitors may begin offering mats that include
features described in those patents. We have filed additional patent applications on improvements to the structure of, features
of, and uses of the DURA-BASE matting system, but there is no assurance that our competitors will not be able to offer
products that are similar to these improvements, features, or uses of the DURA-BASE matting system.
Risks Related to Technological Developments and Intellectual Property in Our Industry
The market for our products and services is characterized by continual technological developments that generate
substantial improvements in product performance or service delivery. If we are not successful in continuing to develop new
products, enhancements, or improved service delivery that are accepted in the marketplace or that comply with industry
standards, we could lose market share to competitors, which could have a material adverse effect on our results of operations
and financial condition.
Our success can be affected by our development and implementation of new product designs and improvements, or
software developments, and by our ability to protect and maintain critical intellectual property assets related to these
developments. Although in many cases our products are not protected by any registered intellectual property rights, in other
cases we rely on a combination of patents and trade secret laws to establish and protect this proprietary technology. While
12
patent rights give the owner of a patent the right to exclude third parties from making, using, selling, and offering for sale the
inventions claimed in the patents, they do not necessarily grant the owner of a patent the right to practice the invention claimed
in a patent. It may also be possible for a third party to design around our patents. We do not have patents in every country in
which we conduct business and our patent portfolio will not protect all aspects of our business. When patent rights expire,
competitors are generally free to offer the technology and products that were covered by the patents. Additionally, the trade
secret laws of some foreign countries may not protect our proprietary technology in the same manner as the laws of the United
States.
We also protect our trade secrets by customarily entering into confidentiality and/or license agreements with our
employees, customers and potential customers, and suppliers. Our rights in our confidential information, trade secrets, and
confidential know-how will not prevent third parties from independently developing similar information. Publicly available
information (such as information in expired patents, published patent applications, and scientific literature) can also be used by
third parties to independently develop technology. We cannot provide assurance that this independently developed technology
will not be equivalent or superior to our proprietary technology.
We may from time to time engage in expensive and time-consuming litigation to determine the enforceability, scope,
and validity of our patent rights. In addition, we can seek to enforce our rights in trade secrets, or “know-how,” and other
proprietary information and technology in the conduct of our business. However, it is possible that our competitors may
infringe upon, misappropriate, violate or challenge the validity or enforceability of our intellectual property, and we may not be
able to adequately protect or enforce our intellectual property rights in the future.
The tools, techniques, methodologies, programs, and components we use to provide our services may infringe upon
the intellectual property rights of others. Infringement claims generally result in significant legal and other costs, and may
distract management from running our business. Royalty payments under licenses from third parties, if applicable, could
increase our costs. Additionally, developing non-infringing technologies could increase our costs. If a license were not
available, we might not be able to continue providing a particular service or product, which could adversely affect our financial
condition, results of operations and cash flows.
Risks Related to Severe Weather, Natural Disasters, and Seasonality
We have significant operations located in market areas around the world that are negatively impacted by severe
adverse weather events or natural disasters such as hurricanes in the U.S. Gulf of Mexico, fires and typhoons in Australia,
droughts across the U.S. and excessive rains outside of the U.S. A potential result of climate change is more frequent or more
severe weather events or natural disasters. To the extent such weather events or natural disasters become more frequent or
severe, disruptions to our business and costs to repair damaged facilities could increase. For example, in August 2021,
Hurricane Ida caused damage to our Fourchon, Louisiana Fluids Systems operating base. While this event is covered by our
property and business interruption insurance programs, these programs contain self-insured retentions, which remain our
financial obligations, resulting in $2.6 million of charges for 2021. Additionally, there are market areas around the world in
which our operations are subject to seasonality such as Canada where the Spring “break-up” (an industry term used to describe
the time of year when the frost comes out of the ground causing the earth to become soft and muddy and strict weight
restrictions are implemented by the government to prevent potholes forming on roads) results in a significant slowdown in the
oil and natural gas industry and our fluids business each year. Such adverse weather events and seasonality can disrupt our
operations and result in damage to our properties, as well as negatively impact the activity and financial condition of our
customers.
Indebtedness Risks
Risks Related to the Cost and Continued Availability of Borrowed Funds, including Risks of Noncompliance with
Debt Covenants
We use borrowed funds as an integral part of our long-term capital structure and our future success is dependent upon
continued access to borrowed funds to support our operations. The availability of borrowed funds on reasonable terms is
dependent on the condition of credit markets and financial institutions from which these funds are obtained. Adverse events in
the financial markets, or restrictions on lenders ability or willingness to lend to companies that have significant exposure to
customers in the oil and natural gas industry, may significantly reduce the availability of funds, which may have an adverse
effect on our cost of borrowings and our ability to fund our business strategy. Our ability to meet our debt service requirements
and the continued availability of funds under our existing or future loan agreements is dependent upon our ability to generate
operating income and generate sufficient cash flow to remain in compliance with the covenants in our debt agreements. This, in
turn, is subject to the volatile nature of the oil and natural gas industry, and to competitive, economic, financial, and other
factors that are beyond our control.
We primarily fund our ongoing operational needs through a $200 million asset-based revolving credit agreement (as
amended, the “ABL Facility”). The ABL Facility terminates in March 2024. Borrowing availability under the ABL Facility is
13
calculated based on eligible U.S. accounts receivable, inventory, and, subject to satisfaction of certain financial covenants as
described below, composite mats included in the rental fleet, net of reserves and limits on such assets included in the borrowing
base calculation. To the extent pledged by us, the borrowing base calculation also includes the amount of eligible pledged cash.
The lender may establish such reserves, in part based on appraisals of the asset base, and other limits at its discretion which
could reduce the amounts otherwise available under the ABL Facility. Availability associated with eligible rental mats will also
be subject to maintaining a minimum consolidated fixed charge coverage ratio of 1.5 to 1.0 and at least $1.0 million of
operating income for the Site and Access Solutions business, each calculated based on a trailing twelve-month period.
The ABL Facility is a senior secured obligation, secured by first liens on substantially all of our U.S. tangible and
intangible assets, and a portion of the capital stock of our non-U.S. subsidiaries has also been pledged as collateral. The ABL
Facility contains customary operating covenants and certain restrictions including, among other things, those relating to the
incurrence of additional debt, liens, dividends, asset sales, investments, mergers, acquisitions, affiliate transactions, stock
repurchases and other restricted payments. The ABL Facility also requires a minimum consolidated fixed charge coverage ratio
of 1.0 to 1.0 calculated based on a trailing twelve-month period if availability under the ABL Facility falls below $22.5 million.
In addition, the ABL Facility contains customary events of default, including, without limitation, a failure to make payments
under the facility, acceleration of more than $25.0 million of other indebtedness, certain bankruptcy events, and certain change
of control events.
If we are unable to make required payments under the ABL Facility or other indebtedness of more than $25.0 million,
or if we fail to comply with the various covenants and other requirements of the ABL Facility, we would be in default
thereunder, which would permit the holders of the indebtedness to accelerate the maturity thereof and proceed against their
collateral. The acceleration of any of our indebtedness and the election to exercise any remedies could have a material adverse
effect on our business and financial condition and we may not be able to make all of the required payments or borrow sufficient
funds to refinance such indebtedness.
If we are unable to generate sufficient cash flows to repay our indebtedness when due or to fund our other liquidity
needs, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional
financing. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time.
We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a
default on our debt obligations and could have a material adverse effect on our business and financial condition.
Legal and Regulatory Risks
Risks Related to Environmental Laws and Regulations
We are responsible for complying with numerous federal, state, local, and foreign laws, regulations and policies that
govern environmental protection, zoning and other matters applicable to our current and past business activities, including the
activities of our former subsidiaries. Failure to remain compliant with these laws, regulations and policies may result in, among
other things, fines, penalties, costs, investigation and/or cleanup of contaminated sites and site closure obligations, costs of
remedying noncompliance, termination or suspension of certain operations, or other expenditures. We could be exposed to
strict, joint and several liability for cleanup costs, natural resource damages and other damages as a result of our conduct that
was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties. Private
parties may also pursue legal actions against us based on alleged non-compliance with or liability under certain of these laws,
rules and regulations. Further, any changes in the current legal and regulatory environment could impact industry activity and
the demands for our products and services, the scope of products and services that we provide, or our cost structure required to
provide our products and services, or the costs incurred by our customers.
Many of the markets for our products and services are dependent on the continued exploration for and production of
fossil fuels (predominantly oil and natural gas). In recent years, the topic of climate change has received increased attention
worldwide. Many scientists, legislators and others attribute climate change to increased levels of greenhouse gases, including
carbon dioxide attributed to the use of fossil fuels, which has led to significant legislative and regulatory efforts to limit
greenhouse gas emissions. The Environmental Protection Agency (the “EPA”) and other domestic and foreign regulatory
agencies have adopted regulations that potentially limit greenhouse gas emissions and impose reporting obligations on large
greenhouse gas emission sources. In addition, the EPA has adopted rules that could require the reduction of certain air
emissions during exploration and production of oil and natural gas. President Biden’s administration officially reentered the
U.S. into the Paris Agreement in February 2021 and committed the U.S. to reducing its greenhouse gas emissions by 50-52%
from 2005 levels by 2030. In November 2021, the U.S. and other countries entered into the Glasgow Climate Pact, which
includes a range of measures designed to address climate change, including but not limited to the phase-out of fossil fuel
subsidies, reducing methane emissions 30% by 2030, and cooperating toward the advancement of the development of clean
energy. To the extent that laws and regulations enacted as part of climate change legislation increase the costs of drilling for or
producing such fossil fuels, limit or restrict oil and natural gas exploration and production, or reduce the demand for fossil
fuels, such legislation could have a material adverse effect on our operations and profitability. In addition, there have also been
14
efforts in recent years to influence the investment community, including investment advisors and certain sovereign wealth,
pension and endowment funds, promoting divestment of fossil fuel equities and pressuring lenders to limit funding to
companies engaged in the extraction of fossil fuel reserves. Such environmental activism and initiatives aimed at limiting
climate change and reducing air pollution could interfere with our business activities, operations, and ability to access capital.
Hydraulic fracturing is a common practice used by E&P operators to stimulate production of hydrocarbons,
particularly from shale oil and natural gas formations in the U.S. The process of hydraulic fracturing, which involves the
injection of sand (or other forms of proppants) laden fluids into oil and natural gas bearing zones, has come under increased
scrutiny from a variety of regulatory agencies, including the EPA and various state authorities. Several states have adopted
regulations requiring operators to identify the chemicals used in fracturing operations, others have adopted moratoriums on the
use of fracturing, and the State of New York has banned the practice altogether. In addition, concerns have been raised about
whether injection of waste associated with hydraulic fracturing operations, or from the fracturing operations themselves, may
cause or increase the impact of earthquakes. Although we do not provide hydraulic fracturing services, we offer stimulation
chemicals used in the hydraulic fracturing process. Regulations which have the effect of prohibiting, limiting the use, or
significantly increasing the costs of hydraulic fracturing could have a material adverse effect on both the drilling and
stimulation activity levels of our customers, and, therefore, the demand for our products and services.
Risks Related to Legal Compliance
As a global business, we are subject to complex laws and regulations in the U.S., the U.K. and other countries in
which we operate. These laws and regulations relate to a number of aspects of our business, including anti-bribery and anti-
corruption laws, sanctions against business dealings with certain countries and third parties, the payment of taxes, employment
and labor relations, immigration, fair competition, data privacy protections, securities regulation, and other regulatory
requirements affecting trade and investment. The application of these laws and regulations to our business is often unclear and
may sometimes conflict. Compliance with these laws and regulations may involve significant costs or require changes in our
business practices that could result in reduced revenue and profitability. Non-compliance could also result in significant fines,
damages, and other criminal sanctions against us, our officers or our employees, prohibitions or additional requirements on the
conduct of our business and damage our reputation. Certain violations of law could also result in suspension or debarment from
government contracts. We also incur additional legal compliance costs associated with global regulations. In some foreign
countries, particularly those with developing economies, it may be customary for others to engage in business practices that are
prohibited by laws such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, the Italian Criminal Code in Italy,
Brazil’s Clean Companies Act, India’s Prevention of Corruption Act and The Companies Act, and Mexico’s Anti-Corruption
Law. Although we implement policies and procedures designed to ensure compliance with these laws, there can be no
assurance that all of our employees, contractors, agents, and business partners will not take action in violation with our internal
policies. In the U.S., there have been increasing instances of opioid and other illicit drug usage as well as illegal immigration in
certain of the regions in which we operate. While we have taken steps we believe appropriate to ensure that our employees
comply with our internal drug and alcohol policy as well as all applicable immigration laws, we cannot assure you there will
not be violations in the future. Any such violation of our internal policies or the law could have a material adverse effect on our
reputation, business, financial condition, or results of operations.
Financial Risks
Risks Related to the Inherent Limitations of Insurance Coverage
While we maintain liability insurance, this insurance is subject to coverage limitations. Specific risks and limitations
of our insurance coverage include the following:
▪
▪
▪
▪
self-insured retention limits on each claim, which are our responsibility;
exclusions for certain types of liabilities and limitations on coverage for damages resulting from pollution;
coverage limits of the policies, and the risk that claims will exceed policy limits; and
the financial strength and ability of our insurance carriers to meet their obligations under the policies.
In addition, our ability to continue to obtain insurance coverage on commercially reasonable terms is dependent upon
a variety of factors impacting the insurance industry in general, which are outside our control. Any of the issues noted above,
including insurance cost increases, uninsured or underinsured claims, or the inability of an insurance carrier to meet their
financial obligations could have a material adverse effect on our business.
Risks Related to Income Taxes
Our future effective tax rates could be adversely affected by changes in tax laws, both domestically and
internationally, or the interpretation or application thereof. From time to time, U.S. and foreign tax authorities, including state
and local governments consider legislation that could increase our effective tax rate. For example, the U.S. Congress has
advanced a variety of tax legislation proposals, and while the final form of any legislation is uncertain, the current proposals, if
15
enacted, could have a material effect on the Company’s effective tax rate. Additionally, longstanding international tax norms
that determine each country’s jurisdiction to tax cross-border international trade are subject to potential evolution. For example,
the Organization for Economic Co-operation and Development, a global coalition of member countries, proposed a two-pillar
plan to reform international taxation. The proposals aim to ensure a fairer distribution of profits among countries and to impose
a floor on tax competition through the introduction of a global minimum tax. We cannot determine whether, or in what form,
legislation will ultimately be enacted or what the impact of any such legislation could have on our profitability. If such changes
to tax laws are enacted, our profitability could be negatively impacted.
Our future effective tax rates could also be adversely affected by changes in the valuation of our deferred tax assets
and liabilities, changes in the mix of earnings in countries with differing statutory tax rates, or by changes in tax treaties,
regulations, accounting principles or interpretations thereof in one or more countries in which we operate. In addition, we are
subject to the potential examination of our income tax returns by the U.S. Internal Revenue Service and by other tax authorities
in jurisdictions where we file tax returns. We regularly assess the likelihood of adverse outcomes resulting from these
examinations to determine the adequacy of our provision for income taxes. There can be no assurance that such examinations
will not have a material adverse effect on our business, financial condition, or results of operations.
General Risks
Risks Related to Cybersecurity Breaches or Business System Disruptions
We utilize various management information systems and information technology infrastructure to manage or support a
variety of our business operations, and to maintain various records, which may include confidential business or proprietary
information as well as information regarding our customers, business partners, employees or other third parties. We also utilize
third-party vendors and their systems and technology to support our business activities, including secure processing of
confidential, sensitive, proprietary and other types of information. Failures of or interference with access to these systems, such
as communication disruptions, could have an adverse effect on our ability to conduct operations or directly impact consolidated
financial reporting. In addition, our information systems and information technology infrastructure are subject to security
threats and sophisticated cyber-based attacks, including, but not limited to, denial-of-service attacks, hacking, “phishing”
attacks, computer viruses, ransomware, malware, employee or insider error, malfeasance, social engineering, or physical
breaches, that can cause deliberate or unintentional damage, destruction or misuse, manipulation, denial of access to or
disclosure of confidential or important information or intellectual property. A failure of or breach in our information systems
and information technology infrastructure, or those of our third-party vendors, could expose us and our employees, customers,
and suppliers to risks of misuse of information or systems, transaction errors, the compromise of confidential information,
manipulation and destruction of data, the loss of sales and customers and operations disruptions. There can be no assurance that
the policies and procedures we or these third parties have in place, including system monitoring and data back-up processes, to
prevent or mitigate the effects of these potential disruptions or breaches will be sufficient to prevent, detect and limit the impact
of disruptions or breaches. We do not carry insurance against these risks, although we do invest in security technology, perform
penetration tests from time to time, and design our business processes to attempt to mitigate the risk of such breaches.
However, there can be no assurance that security breaches will not occur.
Additionally, the development and maintenance of these measures requires continuous monitoring as technologies
change and efforts to overcome security measures evolve. We have experienced cybersecurity threats and incidents involving
our systems and third-party systems and expect these incidents to continue. While none of the cybersecurity events have been
material to date, a successful breach or attack could have a material negative impact on our operations or business reputation,
harm our reputation and relationships with our customers, business partners, employees or other third parties, and subject us to
consequences such as litigation and direct costs associated with incident response. In addition, these risks could have a material
adverse effect on our business, results of operations, and financial condition.
Risks Related to Restructuring Activities
With ongoing support from outside financial and other advisors, we have continuously reviewed our portfolio during
the oil and natural gas cycle of the last couple of years. These reviews have focused on evaluating changes in the outlook for
our served markets and customer priorities, while identifying opportunities for value-creating options in our portfolio, as well
as placing investment emphasis in markets where we generate strong returns and where we see greater long-term viability and
stability. While we have taken certain actions to reduce our workforce and cost structure, our business contains high levels of
fixed costs, including significant facility and personnel expense. In February 2022, our management recommended and our
Board of Directors approved a plan to wind down our Industrial Blending operations and pursue the sale of the industrial
blending and warehouse facility and related equipment, and our Board of Directors also approved management’s plan to
explore strategic options for our U.S. mineral grinding business. We continue to evaluate other under-performing areas of our
business, particularly within the U.S. and Gulf of Mexico oil and natural gas markets, which necessitates consideration of
broader structural changes to transform this business for the new market realities. There is no assurance that our restructuring
plans will be successful and achieve the expected results. In addition, we may incur future charges related to these efforts or
16
potential asset impairments, which may have a material adverse effect on our business, financial condition, results of
operations, and cash flows.
Risks Related to Activist Stockholders that May Attempt to Effect Changes at Our Company or Acquire Control
Over Our Company
We have been the subject of campaigns by activist stockholders and may continue to be so in the future. Such activist
stockholders may engage in proxy solicitations, advance stockholder proposals, or otherwise attempt to affect changes or
acquire control over our company. Campaigns by stockholders to effect changes at publicly traded companies are sometimes
led by investors seeking to increase short-term stockholder value through actions such as financial restructuring, increased debt,
special dividends, stock repurchases or sales of assets or the entire company. Responding to proxy contests and other actions by
activist stockholders can be costly and time-consuming and could divert the attention of our Board of Directors and senior
management from the management of our operations and the pursuit of our business strategies. As a result, stockholder
campaigns could adversely affect our results of operations and financial condition.
Risks Related to Compliance with the New York Stock Exchange’s Requirements for the Continued Listing of Our
Common Stock
We are listed on the New York Stock Exchange (the “NYSE”) and are required to meet the NYSE’s continued listing
standards, including a requirement that the average closing price of our common stock not be below $1.00 per share over any
consecutive thirty trading-day period. During 2020, the price of our common stock had at times closed below $1.00 per share,
and we received notice from the NYSE that we were not in compliance with the continued listing standards. Though we
regained compliance with the NYSE continued listing standards in December 2020, we cannot assure you that the average
closing price of our common stock over a consecutive thirty trading-day period will not fall below $1.00 per share in the future.
If we are unable to meet these listing standards and are unable to cure any such non-compliance within the applicable
cure period provided by the NYSE, the NYSE could delist our common stock. A delisting of our common stock could
negatively impact us by, among other things, reducing the liquidity and market price of our common stock; reducing the
number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity
financing; limiting our ability to issue additional securities or obtain additional financing in the future; decreasing the amount
of news and analyst coverage of us; and causing us reputational harm with investors, our employees, and parties conducting
business with us.
Risks Related to Our Amended and Restated Bylaws, Which Designate the Court of Chancery of the State of
Delaware as the Sole and Exclusive Forum for Certain Types of Actions and Proceedings that May Be Initiated by Our
Stockholders, and the U.S. Federal District Courts in Wilmington County, Delaware as the Exclusive Forum for Securities
Act Claims, 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
Our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum,
(i) the Delaware Court of Chancery or, if such court lacks subject matter jurisdiction, another state or federal court located
within the State of Delaware, will be the sole and exclusive forum with respect to (a) any derivative action or proceeding
brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former
directors, officers, stockholders, employees or agents to us or our stockholders, including a claim alleging the aiding and
abetting of such a breach of fiduciary duty, (c) any action asserting a claim against us or any of our current or former directors,
officers, stockholders, employees or agents arising out of or relating to any provision of the Delaware General Corporation Law
(“DGCL”), our certificate of incorporation or its amended and restated bylaws, (d) any action asserting a claim related to or
involving us or any of our directors, officers, stockholders, employees or agents that is governed by the internal affairs doctrine
of the State of Delaware, or (e) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the
DGCL, and (ii) the U.S. Federal District Court in Wilmington County, Delaware will be the sole and exclusive forum for any
action arising under the Securities Act. Our choice-of-forum provision will not apply to suits brought to enforce any liability or
duty created by the Exchange Act, and investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.
Any person or entity purchasing or otherwise acquiring an interest in any shares of our capital stock shall be deemed
to have notice of and to have consented to the forum provisions in our amended and restated bylaws. These choice-of-forum
provisions may limit a stockholder’s ability to bring a claim in a judicial forum that he, she or it believes to be favorable for
disputes with us or our directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court
were to find these provisions of our amended and restated bylaws inapplicable or unenforceable with respect to one or more of
the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other
jurisdictions, which could materially adversely affect our business, financial condition and results of operations and result in a
diversion of the time and resources of our management and our Board of Directors.
17
ITEM 1B. Unresolved Staff Comments
None.
ITEM 2. Properties
We lease office space to support our operating segments as well as our corporate offices.
Fluids Systems. We own a facility containing approximately 103,000 square feet of office space on approximately 11
acres of land in Katy, Texas, which houses the divisional headquarters and technology center for this segment. We lease
approximately 11 acres of industrial space in Fourchon, Louisiana which houses drilling and completion fluids blending,
storage, and transfer stations to serve the deepwater Gulf of Mexico market. We also operate four specialty mineral grinding
facilities on owned or leased land in the U.S. Additionally, we own or lease various facilities and warehouses throughout the
world to support our operations. Some of these warehouses include blending facilities.
Industrial Solutions. We own a facility containing approximately 93,000 square feet of office and industrial space on
approximately 34 acres of land in Carencro, Louisiana, which houses our manufacturing facilities and technology center for
this segment. We also own or lease various facilities and warehouses throughout the U.S., as well as facilities in the United
Kingdom, to support our field operations. Additionally, we own an industrial blending facility and distribution warehouse
containing approximately 65,000 square feet of office and industrial space on approximately 21 acres of land in Conroe, Texas.
ITEM 3. Legal Proceedings
In the ordinary course of conducting our business, we become involved in litigation and other claims from private
party actions, as well as judicial and administrative proceedings involving governmental authorities at the federal, state, and
local levels. While the outcome of litigation or other proceedings against us cannot be predicted with certainty, management
does not expect that any loss resulting from such litigation or other proceedings, in excess of any amounts accrued or covered
by insurance, will have a material adverse impact on our consolidated financial statements.
ITEM 4. Mine Safety Disclosures
The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the
Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 of
this Annual Report on Form 10-K, which is incorporated by reference.
18
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Our common stock is traded on the New York Stock Exchange under the symbol “NR.”
As of February 1, 2022, we had 1,155 stockholders of record as determined by our transfer agent.
We have not paid any dividends during the three most recent fiscal years or any subsequent interim period, and we do
not intend to pay any cash dividends in the foreseeable future. In addition, our ABL Facility contains covenants which limit the
payment of dividends on our common stock. See “Management’s Discussion and Analysis of Financial Condition and Results
of Operations - Liquidity and Capital Resources - Asset-Based Loan Facility.”
Stock Performance Graph
The following graph reflects a comparison of the cumulative total stockholder return of our common stock from
January 1, 2017 through December 31, 2021, with the New York Stock Exchange Market Value Index, a broad equity market
index, and the Philadelphia Oil Service Sector Index. The graph assumes the investment of $100 on January 1, 2017 in our
common stock and each index and the reinvestment of all dividends, if any. This information shall be deemed furnished but not
filed in this Form 10-K, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, or
the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference.
NOTE: Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2022.
19
Newpark Resources, Inc.NYSE Composite IndexPhiladelphia Oil Service Sector Index1/1/201712/31/201712/31/201812/31/201912/31/202012/31/2021020406080100120140160180 Issuer Purchases of Equity Securities
The following table details our repurchases of shares of our common stock for the three months ended December 31,
2021:
Period
October 2021
November 2021
December 2021
Total
Total Number of
Shares Purchased
Average Price
Paid Per Share
—
2.72
2.70
— $
3,043 $
1,424 $
4,467
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
Maximum Approximate
Dollar Value of Shares that
May Yet be Purchased
Under Plans or Programs
($ in Millions)
— $
— $
— $
—
23.8
23.8
23.8
During the three months ended December 31, 2021, we purchased an aggregate of 4,467 shares surrendered in lieu of
taxes under vesting of restricted stock awards. During 2021, we purchased an aggregate of 419,114 shares surrendered in lieu
of taxes under vesting of restricted stock awards. All of the shares purchased are held as treasury stock.
In November 2018, our Board of Directors authorized changes to our securities repurchase program. These changes
increased the authorized amount under the repurchase program to $100.0 million, available for repurchases of any combination
of our common stock and our Convertible Notes.
Our repurchase program authorizes us to purchase outstanding shares of our common stock or Convertible Notes in
the open market or as otherwise determined by management, subject to certain limitations under the ABL Facility and other
factors. The repurchase program has no specific term. Repurchases are expected to be funded from operating cash flows,
available cash on hand, and borrowings under our ABL Facility. As part of the share repurchase program, our management has
been authorized to establish trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934. As of December 31,
2021, we had $23.8 million remaining under the program.
There were no Convertible Notes and no shares of common stock repurchased under the repurchase program during
the three months ended December 31, 2021. During 2021, we repurchased $28.3 million of our Convertible Notes in the open
market for a total cost of $28.1 million.
ITEM 6. [Reserved]
20
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition, results of operations, liquidity, and capital resources should be
read in conjunction with the consolidated financial statements and notes thereto included in Item 8 “Financial Statements and
Supplementary Data.”
Overview
We are a geographically diversified supplier providing environmentally-sensitive products, as well as rentals and
services to customers across multiple industries. We operate our business through two reportable segments: Industrial
Solutions, which serves various markets including power transmission, oil and natural gas exploration and production (“E&P”),
pipeline, renewable energy, petrochemical, construction and other industries, and Fluids Systems, which primarily serves E&P
customers.
Industrial Solutions - Our Industrial Solutions segment, which generated 32% of consolidated revenues and $40
million of operating income for 2021, provides temporary worksite access solutions, including the rental of our manufactured
recyclable composite matting systems, along with related site construction and services to customers in various markets
including power transmission, E&P, pipeline, renewable energy, petrochemical, construction and other industries, primarily in
the United States and Europe. We also sell our manufactured recyclable composite mats to customers around the world, with
power transmission being the primary end-market.
Our Industrial Solutions segment has been a primary source of operating income and cash generation for us in recent
years. The expansion of our Industrial Solutions segment into the power transmission and other industrial markets remains a
strategic priority for us due to such markets’ relative stability compared to E&P, as well as the magnitude of growth
opportunity in these markets, including the potential positive impact from the energy transition. In 2021, approximately 80% of
our total capital expenditures were directed to the Industrial Solutions segment in support of this growth strategy.
During 2020, our business was impacted by the COVID-19 pandemic, as customers delayed purchases and planned
projects citing COVID-related market uncertainty, permitting delays, and logistical restrictions. In addition, our rental and
service business has been impacted by the downturn in the U.S. oil and natural gas industry, as further discussed below. As
compared to 2019, segment revenues from E&P customers decreased by $53 million (59%) to $37 million in 2021. During this
same period, segment revenues from power transmission and other industrial markets increased by $47 million (43%) to $157
million in 2021. We expect customer activity, particularly in the power transmission sector, will remain robust in the coming
years, driven in part by the impacts of the energy transition and the increasing investment in grid reliance initiatives.
In 2020, we began leveraging our chemical blending capacity and technical expertise into industrial blending
operations, and in response to the increasing market demand for cleaning products resulting from the COVID-19 pandemic,
began producing disinfectants and industrial cleaning products in 2020. The scale-up of production was completed by the end
of the third quarter of 2020, which effectively repositioned our chemical blending operation located in Conroe, Texas to
support industrial end-markets. Beginning prospectively in the fourth quarter of 2020, the assets and operating results
associated with these industrial blending operations are included in the Industrial Solutions segment, while the historical results
from earlier in 2020, which were immaterial, are included in the Fluids Systems segment. Despite our initial success, a key
blue-chip customer experienced a significant decline in product demand and cancelled all orders of disinfectants and cleaning
products in the third quarter of 2021. In February 2022, in consideration of broader strategic priorities and the timeline and
efforts required to further develop the industrial blending business, our management recommended and our Board of Directors
approved a plan to exit our Industrial Blending operations. As part of the exit plan, we expect to complete the wind down of the
Industrial Blending business by the end of the second quarter 2022 and pursue the sale of the industrial blending and warehouse
facility located in Conroe, Texas, as well as the sale or other disposal of the blending and packaging equipment and other
related assets currently used in these operations. The Industrial Blending business contributed $9 million of revenues in 2021
and incurred an operating loss of $2 million. As of December 31, 2021, the carrying value of the long-lived assets associated
with the Industrial Blending business was $20 million. As a result of the plan to exit and dispose of the assets used in the
Industrial Blending business, we may incur pre-tax charges in the range of approximately $4 million to $8 million primarily
related to the non-cash impairment of long-lived assets, which we expect to recognize in the first quarter of 2022.
Fluids Systems - Our Fluids Systems segment, which generated 68% of consolidated revenues and incurred a $19
million operating loss for 2021, provides drilling, completion, and stimulation fluids products and related technical services to
customers for oil, natural gas, and geothermal projects primarily in North America and Europe, the Middle East and Africa
(“EMEA”), as well as certain countries in Asia Pacific and Latin America. Our Fluids Systems operating results remain
dependent on oil and natural gas drilling activity levels in the markets we serve and the nature of the drilling operations
(including the depth and whether the wells are drilled vertically or horizontally), which governs the revenue potential of each
well. Drilling activity levels, in turn, depend on a variety of factors, including oil and natural gas commodity pricing, inventory
21
levels, product demand, and regulatory restrictions. Oil and natural gas prices and activity are cyclical and volatile, and this
market volatility has a significant impact on our operating results.
While our Fluids Systems revenue potential is driven by a number of factors including those described above, rig
count data remains the most widely accepted indicator of drilling activity. Average North American rig count data for the last
three years is as follows:
U.S. Rig Count
Canada Rig Count
North America Rig Count
_______________________________________________________
Source: Baker Hughes Company
Year Ended December 31,
2019
2020
2021
2021 vs 2020
%
Count
475
131
606
433
89
522
943
134
1,077
42
42
84
10 %
47 %
16 %
Count
2020 vs 2019
%
(54) %
(34) %
(52) %
(510)
(45)
(555)
During 2019, U.S. rig count steadily declined, exiting the year at 805 active rigs, a 26% decline from the end of 2018.
The decline in market activity contributed to a significant decline in segment revenues and operating income. During March
2020, oil prices collapsed due to geopolitical events along with the worldwide effects of the COVID-19 pandemic. As a result,
U.S. rig count declined significantly beginning in March 2020 before reaching a low of 244 in August 2020. During 2021, oil
prices rebounded, and the average U.S. rig count gradually increased, ending the year at 586 rigs, 38% lower than the 2019
average. We anticipate that market activity will continue to improve in 2022, although U.S. activity is expected to remain well
below 2019 levels as many of our customers remain focused on cost-saving measures and generating sufficient cash flows.
Further, the ongoing impacts of the COVID-19 variants, an uncertain economic environment, including widespread supply
chain disruptions, as well as enacted and proposed legislative changes in the U.S. impacting the oil and natural gas industry,
make the timing and pace of recovery difficult to predict.
Outside of North America land markets, drilling activity is generally more stable as this drilling activity is based on
longer-term economic projections and multi-year drilling programs, which typically reduces the impact of short-term changes
in commodity prices on overall drilling activity. However, operations in several countries in the EMEA region experienced
activity disruptions and project delays beginning in early 2020 and continuing through 2021, driven by government-imposed
restrictions on movements of personnel, quarantines of staffing, and logistical limitations as a result of the COVID-19
pandemic. Revenues and profitability from our international Fluids Systems business have gradually recovered in 2021, with
revenues for the fourth quarter 2021 approaching pre-COVID levels. Although the impacts of COVID-19 on our international
operations has significantly declined in recent months, we expect some level of operational disruption and project delays will
continue to impact international activity levels in the near-term, with the impact from the duration and magnitude of the
pandemic and related government responses very difficult to predict.
In response to the 2020 market changes and reduced demand for our products and services as a result of the decline in
oil prices and the COVID-19 pandemic, we took a number of actions during 2020 and continuing into 2021 aimed at
conserving cash and protecting our liquidity, including:
•
•
•
The implementation of cost reduction programs, including workforce reductions, employee furloughs, the suspension
of the Company’s matching contributions to its U.S. defined contribution plan, and temporary salary reductions
effective April 1, 2020 for a significant portion of U.S. employees, including a 15% cut to the salaries paid to
executive officers and the annual cash retainers paid to all non-employee members of the Board of Directors
(compensation and matching contributions to the U.S. defined contribution plan were restored by the third quarter of
2021);
The initiation of additional actions to further reduce the operational footprint of the Fluids Systems business in the
U.S., to better align our cost structure with the lower market activity levels; and
The elimination of all non-critical capital investments.
As part of the cost reduction programs, we reduced our global employee base by approximately 650 (30%) in 2020.
22
In 2020, we recognized $29.2 million of total charges, including $28.6 million in Fluids Systems consisting of $11.7
million for the recognition of cumulative foreign currency translation losses related to our exit from Brazil, $10.3 million for
inventory write-downs, $3.5 million for severance and other costs, and $3.0 million in fixed asset impairments.
In 2021, we recognized $5.5 million of total charges, primarily related to self-insured costs associated with Hurricane
Ida damage to our Fourchon, Louisiana Fluids Systems operating base, facility exit, and severance costs. We have continued to
take cost actions throughout 2021 to further reduce the operational footprint of the Fluids Systems business in the U.S., to
better align our cost structure with the lower market activity levels.
Additionally, with ongoing support from outside financial and other advisors, we have continuously reviewed our
portfolio during the oil and natural gas cycle of the last couple of years. These reviews have focused on evaluating changes in
the outlook for our served markets and customer priorities, while identifying opportunities for value-creating options in our
portfolio, as well as placing investment emphasis in markets where we generate strong returns and where we see greater long-
term viability and stability. While we have taken certain actions to reduce our workforce and cost structure, our business
contains high levels of fixed costs, including significant facility and personnel expense. In February 2022, our Board of
Directors approved management’s plan to explore strategic options for our U.S. mineral grinding business, which contributed
total third-party revenues of $36 million in 2021 yielding approximately break-even operating income and ended the year with
$47 million of net capital employed, including approximately $25 million of net working capital. We continue to evaluate other
under-performing areas of our business, particularly within the U.S. and Gulf of Mexico oil and natural gas markets, which
necessitates consideration of broader structural changes to transform this business for the new market realities. In the absence
of a longer-term increase in activity levels, we may incur future charges related to these efforts or potential asset impairments,
which may negatively impact our future results.
23
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Consolidated Results of Operations
Summarized results of operations for 2021 compared to 2020 are as follows:
(In thousands)
Revenues
Cost of revenues
Selling, general and administrative expenses
Other operating income, net
Impairments and other charges
Operating loss
Foreign currency exchange (gain) loss
Interest expense, net
(Gain) loss on extinguishment of debt
Loss before income taxes
Provision (benefit) for income taxes
Net loss
Revenues
Year Ended December 31,
2021 vs 2020
2021
2020
$
%
$
614,781 $
492,625 $
122,156
529,552
94,445
473,258
86,604
(391)
(3,330)
—
14,727
(8,825)
(78,634)
(397)
8,805
1,000
3,378
10,986
(419)
(18,233)
(92,579)
7,293
(11,883)
$
(25,526) $
(80,696) $
56,294
7,841
2,939
(14,727)
69,809
(3,775)
(2,181)
1,419
74,346
19,176
55,170
25 %
12 %
9 %
NM
NM
89 %
NM
(20) %
NM
80 %
NM
68 %
Revenues increased 25% to $614.8 million for 2021, compared to $492.6 million for 2020. This $122.2 million
increase includes a $97.9 million (28%) increase in revenues in North America, comprised of a $49.4 million increase in the
Industrial Solutions segment and a $48.5 million increase in the Fluids Systems segment. Revenues from our North America
operations increased primarily due to the significant growth in power transmission and other industrial markets, which impacts
our Industrial Solutions segment, as well as the improvement in North America rig count, which favorably impacted our Fluids
Systems segment. Revenues from our international operations increased by $24.3 million (17%) but continued to be
unfavorably impacted by activity disruptions and project delays resulting from the COVID-19 pandemic. Additional
information regarding the change in revenues is provided within the operating segment results below.
Cost of revenues
Cost of revenues increased 12% to $529.6 million for 2021, compared to $473.3 million for 2020. Fluids Systems
segment cost of revenues for 2021 includes $3.0 million of charges primarily related to facility exit and severance costs, and
2020 included a total of $14.1 million of charges related to inventory write-downs, severance costs, and facility exit costs. The
remaining increase was primarily driven by the 25% increase in revenues described above, partially offset by the benefit of cost
reduction programs implemented in 2020 and 2021.
Selling, general and administrative expenses
Selling, general and administrative expenses increased $7.8 million to $94.4 million for 2021, compared to $86.6
million for 2020. This increase was primarily driven by higher performance-based incentive and stock-based compensation
expense, as well as higher personnel costs in 2021, partially offset by the benefit of cost reduction programs implemented in
2020 and 2021, and lower severance charges. Selling, general and administrative expenses as a percentage of revenues was
15.4% for 2021 compared to 17.6% for 2020.
24
Other operating income, net
In August 2021, Hurricane Ida caused damage to our Fourchon, Louisiana Fluids Systems operating base. While this
event is covered by our property and business interruption insurance programs, these programs contain self-insured retentions,
which remain our financial obligations, resulting in $2.6 million of charges for 2021. In addition, 2021 includes a $0.8 million
gain related to the final insurance settlement associated with the July 2018 fire at our Kenedy, Texas drilling fluids facility, and
a $1.0 million gain related to a legal settlement in the Industrial Solutions segment, as well as gains on sales of assets. Other
operating income for 2020 primarily relates to gains on sales of assets, including a $1.3 million gain related to our exit from
Brazil.
Impairments and other charges
Fluids Systems segment included non-cash charges for 2020 consisting of $11.7 million for the recognition of
cumulative foreign currency translation losses related to the substantial liquidation of our subsidiary in Brazil, as well as $3.0
million attributable to the abandonment of certain property, plant and equipment.
Foreign currency exchange
Foreign currency exchange was a $0.4 million gain for 2021 compared to a $3.4 million loss for 2020 and reflects the
impact of currency translation on assets and liabilities (including intercompany balances) that are denominated in currencies
other than functional currencies.
Interest expense, net
Interest expense was $8.8 million for 2021 compared to $11.0 million for 2020. Interest expense for 2021 and 2020
includes $3.7 million and $5.2 million, respectively, in noncash amortization of original issue discount and debt issuance costs.
The decrease in cash interest expense is primarily due to lower debt balances.
(Gain) loss on extinguishment of debt
In 2021 and 2020, we repurchased $28.3 million and $33.1 million, respectively, of our Convertible Notes in the open
market for $28.1 million and $29.1 million, respectively. The $1.0 million loss and $0.4 million gain for 2021 and 2020,
respectively, reflects the difference in the amount paid and the net carrying value of the extinguished debt, including original
issue discount and debt issuance costs.
Provision (benefit) for income taxes
The provision for income taxes was $7.3 million for 2021, despite reporting a pretax loss for the period, primarily
reflecting the impact of the geographic composition of our pretax loss. The tax expense primarily relates to earnings from our
international operations since we are currently unable to recognize the tax benefit from our U.S. losses as they may not be
realized. The benefit for income taxes was $11.9 million for 2020, reflecting an effective tax benefit rate of 13%. This result
primarily reflects the impact of the $11.7 million non-cash recognition of cumulative foreign currency translation losses related
to the substantial liquidation of our subsidiary in Brazil and other nondeductible expenses, as well as the impact of the
geographic composition of our pretax loss, where the tax benefit from losses in the U.S was partially offset by the tax expense
related to earnings from our international operations.
25
Operating Segment Results
Summarized financial information for our reportable segments is shown in the following table (net of inter-segment
transfers):
(In thousands)
Revenues
Fluids Systems
Industrial Solutions
Total revenues
Operating income (loss)
Fluids Systems
Industrial Solutions
Corporate office
Total operating loss
Segment operating margin
Fluids Systems
Industrial Solutions
Fluids Systems
Revenues
Year Ended December 31,
2021 vs 2020
2021
2020
$
%
$
$
$
$
420,789
193,992
614,781
(19,012)
39,733
(29,546)
(8,825)
$
$
$
$
354,608
138,017
492,625
(66,403)
13,459
(25,690)
(78,634)
$
$
$
$
66,181
55,975
122,156
47,391
26,274
(3,856)
69,809
19 %
41 %
25 %
(4.5) %
20.5 %
(18.7) %
9.8 %
Total revenues for this segment consisted of the following:
(In thousands)
United States
Canada
Total North America
EMEA
Other
Total International
Year Ended December 31,
2021 vs 2020
2021
2020
$
227,261 $
48,007
275,268
202,052 $
24,762
226,814
132,221
13,300
145,521
115,891
11,903
127,794
$
25,209
23,245
48,454
16,330
1,397
17,727
Total Fluids Systems revenues
$
420,789 $
354,608 $
66,181
%
12 %
94 %
21 %
14 %
12 %
14 %
19 %
North America revenues increased 21% to $275.3 million for 2021, compared to $226.8 million for 2020. This
increase was primarily attributable to a $51.7 million increase from U.S. land markets driven primarily by the 10% increase in
U.S. rig count and an increase in market share, partially offset by a $23.2 million decrease from offshore Gulf of Mexico driven
primarily by changes in customer drilling and completion activity levels. In addition, Canada increased $23.2 million driven
primarily by the 47% increase in Canada rig count and an increase in market share. For 2021, U.S. revenues include $201.9
million from land markets and $25.4 million from offshore Gulf of Mexico.
Internationally, revenues increased 14% to $145.5 million for 2021, compared to $127.8 million for 2020. The
increase was primarily driven by higher activity in Europe and Asia Pacific regions following significant impact of the
COVID-19 pandemic, as described above.
26
Operating loss
The Fluids Systems segment incurred an operating loss of $19.0 million for 2021, reflecting a $47.4 million
improvement from the $66.4 million operating loss incurred in 2020. The Fluids Systems segment operating loss for 2021
includes $5.5 million of charges primarily related to self-insured costs associated with Hurricane Ida damage to our Fourchon,
Louisiana Fluids Systems operating base, facility exit, and severance costs, and the operating loss for 2020 included $28.6
million of charges, consisting of $11.7 million for the recognition of cumulative foreign currency translation losses related to
the substantial liquidation of our subsidiary in Brazil and $16.9 million of total charges associated with inventory write-downs,
severance costs, fixed asset impairments, and facility exit costs. The remaining improvement in the operating loss includes a
$20.1 million benefit from North America operations and a $4.2 million benefit from international operations, reflecting the
impact of the revenue improvement described above along with the benefit of cost reduction programs implemented in 2020
and 2021.
Industrial Solutions
Revenues
Total revenues for this segment consisted of the following:
(In thousands)
Product sales revenues
Rental and service revenues
Industrial blending revenues
Total Industrial Solutions revenues
Year Ended December 31,
2021 vs 2020
2021
2020
$
%
$
$
66,796 $
118,375
8,821
193,992 $
29,170 $
101,299
7,548
138,017 $
37,626
17,076
1,273
55,975
129 %
17 %
17 %
41 %
In 2020, customer activity across most end-markets was unfavorably impacted by the COVID-19 pandemic and the
related operational restrictions and market uncertainty, causing delays in purchases and project execution. As a result, revenues
from product sales, which typically fluctuate based on the timing of mat orders from customers, increased by $37.6 million in
2021, including a favorable impact from pent-up demand following the COVID-19 pandemic as well as our expanding power
transmission customer base.
Rental and service revenues increased by $17.1 million in 2021, as delayed purchases and projects resumed, including
a $16.4 million increase from power transmission and other industrial markets. The increase from industrial customers reflects
our continued expansion into these markets, both in the U.S. and U.K., including an approximately 22% increase in revenues
from the power transmission sector.
Operating income
The Industrial Solutions segment generated operating income of $39.7 million for 2021 compared to $13.5 million for
2020, the increase being primarily attributable to the changes in revenues as described above.
Corporate Office
Corporate office expenses increased $3.9 million to $29.5 million for 2021, compared to $25.7 million for 2020. This
increase was primarily driven by higher performance-based incentive and stock-based compensation expense, as well as the
restoration of certain U.S. salary and retirement benefits, and higher mergers and acquisitions and other legal and professional
costs, partially offset by the benefit of cost reduction programs implemented in 2020 and 2021.
27
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Consolidated Results of Operations
Summarized results of operations for 2020 compared to 2019 are as follows:
(In thousands)
Revenues
Cost of revenues
Selling, general and administrative expenses
Other operating (income) loss, net
Impairments and other charges
Operating income (loss)
Foreign currency exchange (gain) loss
Interest expense, net
Gain on extinguishment of debt
Income (loss) before income taxes
Provision (benefit) for income taxes
Net loss
Revenues
Year Ended December 31,
2020 vs 2019
2020
2019
$
%
$
492,625 $
820,119 $
(327,494)
473,258
86,604
(3,330)
14,727
(78,634)
3,378
10,986
(419)
(92,579)
684,738
113,394
170
11,422
10,395
(816)
14,369
—
(3,158)
(211,480)
(26,790)
(3,500)
3,305
(89,029)
4,194
(3,383)
(419)
(89,421)
(11,883)
(80,696) $
9,788
(12,946) $
(21,671)
(67,750)
$
(40) %
(31) %
(24) %
NM
NM
NM
NM
(24) %
NM
NM
NM
NM
Revenues decreased 40% to $492.6 million for 2020, compared to $820.1 million for 2019. This $327.5 million
decrease includes a $263.8 million (43%) decrease in revenues in North America, comprised of a $200.4 million decrease in
the Fluids Systems segment and a $63.4 million decrease in the Industrial Solutions segment. Revenues from our North
America operations decreased primarily due to the 52% reduction in North American rig count. Revenues from our
international operations decreased by $63.7 million (31%), primarily driven by activity disruptions and project delays resulting
from the COVID-19 pandemic as well as lower oil prices. Additional information regarding the change in revenues is provided
within the operating segment results below.
Cost of revenues
Cost of revenues decreased 31% to $473.3 million for 2020, compared to $684.7 million for 2019. This $211.5 million
decrease was primarily driven by the 40% decrease in revenues described above. Fluids Systems segment cost of revenues for
2020 and 2019 includes $14.1 million and $6.8 million, respectively, of total charges related to inventory write-downs,
severance costs, and facility exit costs.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased $26.8 million to $86.6 million for 2020, compared to $113.4
million for 2019. The 2019 expenses included a $4.0 million charge for stock-based compensation expense associated with the
February 2019 retirement policy modification and $3.9 million in professional fees related to our long-term strategic planning
project and the Cleansorb acquisition. The remaining decrease of $18.9 million was primarily driven by reduced personnel
costs and lower spending related to legal matters in 2020. Selling, general and administrative expenses as a percentage of
revenues was 17.6% for 2020 compared to 13.8% for 2019.
Other operating (income) loss, net
Other operating income for 2020 primarily relates to gains on sales of assets, including a $1.3 million gain related to
our exit from Brazil.
Impairments and other charges
Fluids Systems segment includes non-cash charges for 2020 consisting of $11.7 million for the recognition of
cumulative foreign currency translation losses related to the substantial liquidation of our subsidiary in Brazil, as well as $3.0
million attributable to the abandonment of certain property, plant and equipment. Fluids Systems segment for 2019 includes an
$11.4 million non-cash impairment charge to write-off the goodwill related to this business.
28
Foreign currency exchange
Foreign currency exchange was a $3.4 million loss for 2020 compared to a $0.8 million gain for 2019 and reflects the
impact of currency translation on assets and liabilities (including intercompany balances) that are denominated in currencies
other than functional currencies.
Interest expense, net
Interest expense was $11.0 million for 2020 compared to $14.4 million for 2019. Interest expense for 2020 and 2019
includes $5.2 million and $6.2 million, respectively, in noncash amortization of original issue discount and debt issuance costs.
The decrease in interest expense is primarily due to lower debt balances as well as a decrease in interest rates on the ABL
Facility.
Gain on extinguishment of debt
The $0.4 million gain for 2020 reflects the difference in the amount paid and the net carrying value of the
extinguished debt, including original issue discount and debt issuance costs, related to the repurchase of $33.1 million of our
Convertible Notes in the open market for $29.1 million.
Provision (benefit) for income taxes
The benefit for income taxes was $11.9 million for 2020, reflecting an effective tax benefit rate of 13%. This result
primarily reflects the impact of the $11.7 million non-cash recognition of cumulative foreign currency translation losses related
to the substantial liquidation of our subsidiary in Brazil and other nondeductible expenses, as well as the impact of the
geographic composition of our pretax loss, where the tax benefit from losses in the U.S was partially offset by the tax expense
related to earnings from our international operations. For 2019, the provision for income taxes was $9.8 million despite
reporting a small pretax loss for the year. This result reflects the impact of the $11.4 million non-deductible goodwill
impairment and other nondeductible expenses, as well as the impact of the geographic composition of our pretax loss, where
tax expense related to earnings from our international operations is only partially offset by the tax benefit from losses in the
U.S.
29
Operating Segment Results
Summarized financial information for our reportable segments is shown in the following table (net of inter-segment
transfers):
(In thousands)
Revenues
Fluids Systems
Industrial Solutions
Total revenues
Operating income (loss)
Fluids Systems
Industrial Solutions
Corporate office
Total operating income (loss)
Segment operating margin
Fluids Systems
Industrial Solutions
Fluids Systems
Revenues
Year Ended December 31,
2020 vs 2019
2020
2019
$
%
(43) %
(31) %
(40) %
$
$
$
$
354,608
138,017
492,625
(66,403)
13,459
(25,690)
(78,634)
$
$
$
$
620,317
199,802
820,119
3,814
47,466
(40,885)
10,395
$
$
$
$
(265,709)
(61,785)
(327,494)
(70,217)
(34,007)
15,195
(89,029)
(18.7) %
9.8 %
0.6 %
23.8 %
Total revenues for this segment consisted of the following:
(In thousands)
United States
Canada
Total North America
EMEA
Other
Total International
Year Ended December 31,
2020 vs 2019
2020
2019
$
202,052 $
24,762
226,814
395,618 $
31,635
427,253
115,891
11,903
127,794
172,263
20,801
193,064
$
(193,566)
(6,873)
(200,439)
(56,372)
(8,898)
(65,270)
%
(49) %
(22) %
(47) %
(33) %
(43) %
(34) %
Total Fluids Systems revenues
$
354,608 $
620,317 $
(265,709)
(43) %
North America revenues decreased 47% to $226.8 million for 2020, compared to $427.3 million for 2019. This
decrease was primarily attributable to a $200.3 million decrease from U.S. land markets driven by the 54% decline in U.S. rig
count, partially offset by a $4.0 million increase from offshore Gulf of Mexico, which benefited from our completion fluids
product line extension. For 2020, U.S. revenues included $150.2 million from land markets and $48.5 million from offshore
Gulf of Mexico.
Internationally, revenues decreased 34% to $127.8 million for 2020, compared to $193.1 million for 2019. The
decrease in EMEA was driven by lower activity primarily attributable to COVID-19 disruptions and the impact of lower oil
prices in Algeria, Romania, and various other countries, partially offset by the October 2019 acquisition of Cleansorb. The
decrease in other international was primarily attributable to lower activity in Australia, including the completion of the Baker
Hughes Greater Enfield project in the third quarter of 2019.
Operating income (loss)
The Fluids Systems segment incurred an operating loss of $66.4 million for 2020, reflecting a $70.2 million change
from the $3.8 million of operating income generated for 2019. The decrease in operating income includes a $41.6 million
decline from North American operations and a $18.8 million decline from international operations, which are primarily
attributable to the changes in revenues described above, partially offset by the benefit of cost reduction programs implemented
30
in 2020. The Fluids Systems operating loss for 2020 also includes $28.6 million of charges, consisting of $11.7 million for the
recognition of cumulative foreign currency translation losses related to the substantial liquidation of our subsidiary in Brazil
and $16.9 million of total charges associated with inventory write-downs, severance costs, fixed asset impairments, and facility
exit costs. The Fluids Systems operating loss for 2019 included $18.8 million of charges, consisting of an $11.4 million non-
cash impairment of goodwill and $7.4 million of total charges associated with facility closures and related exit costs, inventory
write-downs, and severance costs, as well as the modification of the Company’s retirement policy.
Industrial Solutions
Revenues
Total revenues for this segment consisted of the following:
(In thousands)
Product sales revenues
Rental and service revenues
Industrial blending revenues
Year Ended December 31,
2020 vs 2019
2020
2019
$
29,170 $
101,299
56,465 $
143,337
7,548
—
$
(27,295)
(42,038)
7,548
Total Industrial Solutions revenues
$
138,017 $
199,802 $
(61,785)
%
(48) %
(29) %
NM
(31) %
The COVID-19 pandemic resulted in delays to planned projects across customer industries in 2020. Rental and service
revenues decreased 29% to $101.3 million for 2020, which includes a $43.6 million decrease from E&P customers, primarily
resulting from lower U.S. activity caused by the decline in oil and natural gas prices. This decline was partially offset by a $1.6
million increase from our continued expansion into non-E&P markets, including a 9% increase in revenues from the electrical
utility sector, which benefited from increased demand to support repairs of hurricane-damaged utility infrastructure along the
U.S. Gulf Coast region. Revenues from product sales, which typically fluctuate based on the timing of mat orders from
customers, was negatively impacted in 2020 as certain customers delayed orders due to the uncertainty related to the
COVID-19 pandemic.
Operating income
The Industrial Solutions segment generated operating income of $13.5 million for 2020 compared to $47.5 million
for 2019, the decrease being primarily attributable to the change in revenues as described above.
Corporate Office
Corporate office expenses decreased $15.2 million to $25.7 million for 2020 compared to $40.9 million for 2019. The
2019 expenses included a $3.4 million charge for stock-based compensation expense associated with the February 2019
retirement policy modification and $3.9 million in professional fees related to our long-term strategic planning project and the
Cleansorb acquisition. The remaining decrease of $7.9 million is primarily driven by reduced personnel costs and lower
spending related to legal matters in 2020.
31
Liquidity and Capital Resources
Net cash used in operating activities was $3.0 million for 2021 compared to $55.8 million of net cash provided by
operating activities for 2020. Net loss adjusted for non-cash items provided cash of $20.8 million for 2021, reflecting a $43.7
million improvement from 2020 which was more than offset by a net increase in working capital. In 2020, changes in working
capital provided cash of $78.7 million, including $71.0 million associated with a decrease in receivables attributable to the
decline in revenues. In 2021, changes in working capital used cash of $23.8 million, including a $61.3 million increase in
receivables, attributable to the increase in revenues.
Net cash used in investing activities was $17.5 million for 2021, including capital expenditures of $21.8 million and
$13.4 million associated with the Lentzcaping acquisition (see Note 2 for additional information), partially offset by $16.0
million in proceeds from the sale of assets. The majority of the proceeds from the sale of assets reflect used mats from our
rental fleet, which are a part of the commercial offering of our Site and Access Solutions business. Nearly all of our capital
expenditures during 2021 were directed to supporting our Industrial Solutions segment, including $14.3 million of investments
in the mat rental fleet, replacing mats sold from the fleet and supporting our strategic growth in the power transmission sector.
Net cash used in investing activities was $3.4 million for 2020, including capital expenditures of $15.8 million, partially offset
by $12.4 million in proceeds from the sale of assets. Capital expenditures during 2020 included $7.8 million for the Industrial
Solutions segment, including investments in the mat rental fleet as well as new products, and $6.2 million for the Fluids
Systems segment.
Net cash provided by financing activities was $21.4 million for 2021, which primarily includes $77.6 million of net
borrowings on our ABL Facility and foreign lines of credit, $8.1 million of net proceeds from a U.K. term loan facility, and
$7.9 million of net proceeds from sale-leaseback transactions accounted for as financing arrangements, partially offset by $66.7
million used for repurchases and repayment of our Convertible Notes. We repaid the Convertible Notes at maturity in
December 2021 with borrowings under the ABL Facility.
Substantially all our $24.1 million of cash on hand at December 31, 2021 resides in our international subsidiaries.
Subject to maintaining sufficient cash requirements to support the strategic objectives of these international subsidiaries and
complying with applicable exchange or cash controls, we expect to continue to repatriate available cash from these
international subsidiaries. We anticipate that future working capital requirements for our operations will generally fluctuate
directionally with revenues. We expect capital expenditures will remain heavily focused on industrial end-market opportunities,
primarily reflecting expansion of our mat rental fleet to further support our growth in the utilities market.
Availability under our ABL Facility also provides additional liquidity as discussed further below. Total availability
under the ABL Facility will fluctuate directionally based on the level of eligible U.S. accounts receivable, inventory, and,
subject to satisfaction of certain financial covenants as described below, composite mats included in the rental fleet. We expect
our available cash on-hand, cash generated by operations, and the expected availability under our ABL Facility and other
existing financing arrangements to be adequate to fund our current operations during the next 12 months.
In February 2022, we initiated a plan to wind down our Industrial Blending operations and pursue the sale of the
industrial blending and warehouse facility and related equipment, and also made the decision to explore strategic options for
our U.S. mineral grinding business. Although the timing of any such transactions is not determinable, we expect to use any
proceeds for general corporate purposes in support of our strategic initiatives. We also continue to evaluate additional sources
of liquidity to support our longer-term needs.
32
Our capitalization is as follows:
(In thousands)
Convertible Notes
ABL Facility
Other debt
Unamortized discount and debt issuance costs
Total debt
Stockholders’ equity
Total capitalization
December 31, 2021 December 31, 2020
$
$
—
86,500
28,491
(188)
114,803
462,386
577,189
$
$
66,912
19,100
5,371
(4,221)
87,162
488,032
575,194
$
$
Total debt to capitalization
19.9%
15.2%
Asset-Based Loan Facility. In May 2016, we entered into an asset-based revolving credit agreement, which was
amended in October 2017 and in March 2019 (as amended, the “ABL Facility”). The ABL Facility provides financing of up to
$200.0 million available for borrowings (inclusive of letters of credit) and can be increased up to a maximum capacity of
$275.0 million, subject to certain conditions. The ABL Facility terminates in March 2024.
As of December 31, 2021, our total availability under the ABL Facility was $116.3 million, of which $86.5 million
was drawn and $1.1 million was used for outstanding letters of credit, resulting in remaining availability of $28.7 million. As of
February 24, 2022, our total availability under the ABL Facility was $124.7 million, of which $83.7 million was drawn and
$1.1 million was used for outstanding letters of credit, resulting in remaining availability of $39.9 million.
Borrowing availability under the ABL Facility is calculated based on eligible U.S. accounts receivable, inventory, and,
subject to satisfaction of certain financial covenants as described below, composite mats included in the rental fleet, net of
reserves and limits on such assets included in the borrowing base calculation. To the extent pledged by us, the borrowing base
calculation also includes the amount of eligible pledged cash. The lender may establish such reserves, in part based on
appraisals of the asset base, and other limits at its discretion which could reduce the amounts otherwise available under the
ABL Facility. Availability associated with eligible rental mats will also be subject to maintaining a minimum consolidated
fixed charge coverage ratio of 1.5 to 1.0 and at least $1.0 million of operating income for the Site and Access Solutions
business, each calculated based on a trailing twelve-month period.
Under the terms of the ABL Facility, we may elect to borrow at a variable interest rate based on either, (1) LIBOR
subject to a floor of zero or (2) a base rate equal to the highest of: (a) the federal funds rate plus 50 basis points, (b) the prime
rate of Bank of America, N.A. and (c) LIBOR, subject to a floor of zero, plus 100 basis points, plus, in each case, an applicable
margin per annum. The applicable margin ranges from 150 to 200 basis points for LIBOR borrowings, and 50 to 100 basis
points for base rate borrowings, based on the consolidated fixed charge coverage ratio as defined in the ABL Facility. As of
December 31, 2021, the applicable margin for borrowings under our ABL Facility was 150 basis points with respect to LIBOR
borrowings and 50 basis points with respect to base rate borrowings. The weighted average interest rate for outstanding
borrowings under the ABL Facility was 1.6% at December 31, 2021. In addition, we are required to pay a commitment fee on
the unused portion of the ABL Facility ranging from 25 to 37.5 basis points, based on the level of outstanding borrowings, as
defined in the ABL Facility. As of December 31, 2021, the applicable commitment fee was 37.5 basis points.
The ABL Facility is a senior secured obligation, secured by first liens on substantially all of our U.S. tangible and
intangible assets, and a portion of the capital stock of our non-U.S. subsidiaries has also been pledged as collateral. The ABL
Facility contains customary operating covenants and certain restrictions including, among other things, those relating to the
incurrence of additional debt, liens, dividends, asset sales, investments, mergers, acquisitions, affiliate transactions, stock
repurchases and other restricted payments. The ABL Facility also requires a minimum consolidated fixed charge coverage ratio
of 1.0 to 1.0 calculated based on a trailing twelve-month period if availability under the ABL Facility falls below $22.5 million.
In addition, the ABL Facility contains customary events of default, including, without limitation, a failure to make payments
under the facility, acceleration of more than $25.0 million of other indebtedness, certain bankruptcy events, and certain change
of control events.
Other Debt. In August 2021, we completed sale-leaseback transactions related to certain vehicles and other equipment
for net proceeds of approximately $7.9 million. The transactions have been accounted for as financing arrangements as they did
not qualify for sale accounting. As a result, the vehicles and other equipment continue to be reflected on our balance sheet in
property, plant and equipment, net. The financing arrangements have a weighted average annual interest rate of 5.4% and are
payable in monthly installments with varying maturities through October 2025. We had $6.7 million in financing obligations
outstanding under these arrangements at December 31, 2021.
33
In February 2021, a U.K. subsidiary entered a £6.0 million (approximately $8.3 million) term loan facility that
matures in February 2024. The term loan bears interest at a rate of LIBOR plus a margin of 3.4% per year, payable in quarterly
installments of £375,000 plus interest beginning March 2021 and a £1.5 million payment due at maturity. Effective January 1,
2022, the term loan bears interest at a rate of SONIA plus a margin of 3.5% per year. We had $6.1 million outstanding under
this arrangement at December 31, 2021.
Certain of our foreign subsidiaries maintain local credit arrangements consisting primarily of lines of credit or
overdraft facilities which are generally renewed on an annual basis. We utilize local financing arrangements in our foreign
operations in order to provide short-term local liquidity needs. We had $11.8 million and $3.5 million outstanding under these
arrangements at December 31, 2021 and 2020, respectively.
Off-Balance Sheet Arrangements
We do not have any special purpose entities. At December 31, 2021, we had $45.3 million in outstanding letters of
credit, performance bonds, and other guarantees for which certain of the letters of credit are collateralized by $5.4 million in
restricted cash. We also enter into normal short-term operating leases for office and warehouse space, as well as rolling stock
and other pieces of operating equipment. None of these off-balance sheet arrangements either has, or is expected to have, a
material effect on our financial statements.
34
Contractual Obligations
A summary of our outstanding contractual and other obligations and commitments at December 31, 2021 is as
follows:
(In thousands)
ABL Facility
Other debt
Financing obligation (1)
Finance lease liabilities (1)
Operating lease liabilities (1)
Trade accounts payable and accrued
liabilities (2)
Other long-term liabilities (3)
Performance bond obligations
Letter of credit commitments
Total contractual obligations
2022
— $
$
15,334
3,436
722
7,678
2023
2024
— $ 86,500 $
2,031
2,359
587
5,066
2,715
1,090
325
3,629
2025
2026
Thereafter
Total
— $
—
169
156
2,999
— $
—
—
2
2,951
— $ 86,500
20,080
—
7,054
—
1,792
—
34,086
11,763
124,688
—
9,356
7,060
—
1,651
16,941
157
$ 168,274 $ 19,568 $ 113,008 $ 5,273 $ 2,953 $
—
1,680
7,754
91
—
—
566
1,383
—
—
—
—
—
7,013
1,727
235
124,688
10,344
36,344
8,926
20,738 $ 329,814
(1) Financing obligations, finance lease liabilities, and operating lease liabilities represent the undiscounted future
payments.
(2) Excludes the current portion of operating lease liabilities.
(3) Table does not allocate by year expected tax payments, asset retirement obligations, and uncertain tax positions due to
the inability to make reasonably reliable estimates of the timing of future cash settlements.
We anticipate that the obligations and commitments listed above that are due in less than one year will be paid from
available cash on-hand, cash generated by operations, and estimated availability under our ABL Facility and other existing
financing arrangements, subject to covenant compliance and certain restrictions as further discussed above. The specific timing
of settlement for certain long-term obligations cannot be reasonably estimated.
35
Critical Accounting Policies
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the
United States (“U.S. GAAP”), which requires management to make estimates and assumptions that affect the reported amounts
and disclosures. Significant estimates used in preparing our consolidated financial statements include estimated cash flows and
fair values used for impairments of long-lived assets, including goodwill and other intangibles, and valuation allowances for
deferred tax assets. See Note 1 for a discussion of the accounting policies for each of these matters. Our estimates are based on
historical experience and on our future expectations that we believe to be reasonable. The combination of these factors forms
the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from our current estimates and those differences may be material.
We believe the critical accounting policies described below affect our more significant judgments and estimates used
in preparing the consolidated financial statements.
Impairment of Long-lived Assets
As of December 31, 2021, our consolidated balance sheet includes $260.3 million of property, plant and equipment
and $24.4 million of finite-lived intangible assets. We review property, plant and equipment, finite-lived intangible assets and
certain other assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. We assess recoverability based on the undiscounted future net cash flows expected from the use and eventual
disposition of such asset.
We began our Industrial Blending operations in the third quarter of 2020. Although we had initial success in
leveraging our chemical blending capabilities into the disinfectant and cleaning products market, a key customer experienced a
significant decline in product demand and cancelled all orders of products in the third quarter of 2021. While we continued to
work to further develop the industrial blending business throughout the remainder of 2021 and into 2022, management began a
process late in the fourth quarter of 2021 to evaluate the strategic value of this business. As a result of the above factors, we
reviewed these long-lived assets for impairment in December 2021, considering the various strategic alternatives being
evaluated at such time, and determined that the probability-weighted estimated undiscounted cash flows exceeded the $19.5
million carrying value, and therefore, no impairment was required.
In addition, in the fourth quarter of 2021, as part of management and the Board of Directors ongoing review of
underperforming areas of our business, we evaluated certain strategic options related to our U.S. fluids systems business. As
such, we reviewed the long-lived assets related to this business for impairment in December 2021 and determined that the
estimated undiscounted cash flows from the ongoing operations exceeded the $78.7 million carrying value, and therefore, no
impairment was required.
Estimating future net cash flows requires us to make judgments regarding the likelihood of possible outcomes and
long-term forecasts of future revenues and costs related to the assets subject to review. These forecasts are uncertain in that
they require assumptions about demand for our products and services, future market conditions, and technological
developments. If changes in these assumptions occur, our expectations regarding future net cash flows may change and a
material impairment could result.
In February 2022, in consideration of broader strategic priorities and the timeline and efforts required to further
develop the industrial blending business, our management recommended and our Board of Directors approved a plan to exit
our Industrial Blending operations. As part of the exit plan, we expect to complete the wind down of the Industrial Blending
business by the end of the second quarter 2022 and pursue the sale of the industrial blending and warehouse facility located in
Conroe, Texas, as well as the sale or other disposal of the blending and packaging equipment and other related assets currently
used in these operations. As a result of the plan to exit and dispose of the assets used in the Industrial Blending business, we
may incur pre-tax charges in the range of approximately $4 million to $8 million primarily related to the non-cash impairment
of long-lived assets, which we expect to recognize in the first quarter of 2022.
In February 2022, our Board of Directors also approved management’s plan to explore strategic options for our U.S.
mineral grinding business. We continue to evaluate other under-performing areas of our business, particularly within the U.S.
and Gulf of Mexico oil and natural gas markets, which necessitates consideration of broader structural changes to transform
this business for the new market realities. In the absence of a longer-term increase in activity levels, we may incur future
charges related to these efforts or potential asset impairments, which may negatively impact our future results.
As of December 31, 2021, our consolidated balance sheet includes $47.3 million of goodwill, all of which relates to
the Site and Access Solutions reporting unit in the Industrial Solutions segment. Goodwill and other indefinite-lived intangible
assets are tested for impairment annually as of November 1, or more frequently, if indicators of impairment exists. As part of
our annual goodwill review, we first perform a qualitative assessment based on company performance and future business
36
outlook to determine if indicators of impairment exist. When there are qualitative indicators of impairment, we use an
impairment test which includes a comparison of the carrying value of net assets of our reporting units, including goodwill, with
their estimated fair values, which we estimate using a combination of a market multiple and discounted cash flow approach
(classified within Level 3 of the fair value hierarchy). In completing the annual evaluation during the fourth quarter of 2021, we
applied the qualitative assessment and determined that the fair value of the Site and Access Solutions reporting unit was in
excess of the net carrying value, and therefore, no impairment was required.
Income Taxes
We had total deferred tax assets of $70.2 million and $56.4 million at December 31, 2021 and 2020, respectively, with
the increase primarily related to U.S. federal net operating loss carryforwards. A valuation allowance must be established to
offset a deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax asset will
not be realized. We have considered future taxable income and tax planning strategies in assessing the need for our valuation
allowance. At December 31, 2021, we had a total valuation allowance of $38.4 million, which includes a valuation allowance
on $22.9 million of net operating loss carryforwards for certain U.S. federal, state and foreign jurisdictions, including Australia,
as well as a valuation allowance of $5.2 million for certain foreign tax credits recognized related to the accounting for the
impact of the Tax Act. Changes in the expected future generation of qualifying taxable income within these jurisdictions or in
the realizability of other tax assets may result in an adjustment to the valuation allowance, which would be charged or credited
to income in the period this determination was made.
We file income tax returns in the U.S. and several non-U.S. jurisdictions and are subject to examination in the various
jurisdictions in which we file. We are no longer subject to income tax examinations for U.S. federal and substantially all state
jurisdictions for years prior to 2014 and for substantially all foreign jurisdictions for years prior to 2008.
We are under examination by various tax authorities in countries where we operate, and certain foreign jurisdictions
have challenged the amounts of taxes due for certain tax periods. These audits are in various stages of completion. We fully
cooperate with all audits, but defend existing positions vigorously. We evaluate the potential exposure associated with various
filing positions and record a liability for uncertain tax positions as circumstances warrant. Although we believe all tax positions
are reasonable and properly reported in accordance with applicable tax laws and regulations in effect during the periods
involved, the final determination of tax audits and any related litigation could be materially different than that which is
reflected in historical income tax provisions and accruals.
New Accounting Pronouncements
See Note 1 in Item 8. “Financial Statements and Supplementary Data” for a discussion of new accounting
pronouncements.
37
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk from changes in interest rates and changes in foreign currency exchange rates. A
discussion of our primary market risk exposure in financial instruments is presented below.
Interest Rate Risk
At December 31, 2021, we had total principal amounts outstanding under financing arrangements of $115.0 million,
including $86.5 million of borrowings under our ABL Facility and $6.0 million of borrowings under a U.K. term loan which
are subject to variable interest rates as determined by the respective debt agreements. The weighted average interest rate at
December 31, 2021 for the ABL Facility and the U.K. term loan was 1.6% and 3.4%, respectively. Based on the balance of
variable rate debt at December 31, 2021, a 100 basis-point increase in short-term interest rates would have increased annual
pre-tax interest expense by $0.9 million.
Foreign Currency Risk
Our principal foreign operations are conducted in certain areas of EMEA, Canada, Asia Pacific, and Latin America.
We have foreign currency exchange risks associated with these operations, which are conducted principally in the foreign
currency of the jurisdictions in which we operate including European euros, Canadian dollars, Kuwaiti dinar, Algerian dinar,
Romanian new leu, British pounds, and Australian dollars. Historically, we have not used off-balance sheet financial hedging
instruments to manage foreign currency risks when we enter into a transaction denominated in a currency other than our local
currencies.
38
ITEM 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Newpark Resources, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Newpark Resources, Inc. and subsidiaries (the “Company”)
as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss),
stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally
accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in
Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 25, 2022, expressed an unqualified opinion on the Company’s internal control over
financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due
to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that (1) related to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Evaluation of Long-Lived Asset Impairment – Industrial Blending Asset Group – Refer to Notes 1 and 16 of the financial
statements
Critical Audit Matter Description
The Company reviews property, plant and equipment, finite-lived intangible assets and certain other assets for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability is based
upon expected undiscounted future net cash flows. Due to changes in operating environment and strategic evaluation impacting
the Industrial Blending asset group, management reviewed the related assets for impairment during 2021 and determined that
the estimated undiscounted cash flows exceeded the carrying value, and therefore, no impairment was required.
Estimating future net cash flows requires management to make judgments regarding long-term forecasts of future revenues and
the related costs associated with the asset group subject to review. If changes in these assumptions occur, expectations
regarding future net cash flows may change and an impairment may result.
39
We identified the estimation of the undiscounted future net cash flows of the Industrial Blending asset group as a critical audit
matter due to the materiality of the property, plant and equipment balance, high degree of auditor judgment and an increased
level of effort when performing audit procedures to evaluate the reasonableness of management’s assumptions in determining
the undiscounted future net cash flows, including those related to revenue forecasts, and the weighted-probability approach
utilized to determine the estimated future cash flows under various business development plans.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the evaluation of the impairment model used to estimate the undiscounted future net cash flows
of the Industrial Blending asset group included the following, among others:
•
•
•
•
Evaluating the reasonableness of the identified triggering events to validate the timing of the asset impairment
calculation.
Testing the reasonableness of key assumptions used by management including revenue growth rates and EBITDA
margins in the undiscounted future net cash flows determination.
Performing sensitivity analyses of the key assumptions of revenue growth rates and costs as well as the weighted
probabilities to evaluate the change in the undiscounted future net cash flows estimate that would result from changes
in the assumptions.
Testing the effectiveness of controls over the review of triggering events and management’s long-lived asset
impairment evaluation.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
February 25, 2022
We have served as the Company’s auditor since 2008.
40
Newpark Resources, Inc.
Consolidated Balance Sheets
December 31,
2021
2020
(In thousands, except share data)
ASSETS
Cash and cash equivalents
Receivables, net
Inventories
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment, net
Operating lease assets
Goodwill
Other intangible assets, net
Deferred tax assets
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current debt
Accounts payable
Accrued liabilities
Total current liabilities
Long-term debt, less current portion
Noncurrent operating lease liabilities
Deferred tax liabilities
Other noncurrent liabilities
Total liabilities
Commitments and contingencies (Note 15)
Common stock, $0.01 par value (200,000,000 shares authorized and
109,330,733 and 107,587,786 shares issued, respectively)
Paid-in capital
Accumulated other comprehensive loss
Retained earnings
Treasury stock, at cost (16,981,147 and 16,781,150 shares, respectively)
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
$
$
24,088 $
194,296
155,341
14,787
388,512
260,256
27,569
47,283
24,959
2,316
1,991
752,886 $
19,210 $
84,585
46,597
150,392
95,593
22,352
11,819
10,344
290,500
24,197
141,045
147,857
15,081
328,180
277,696
30,969
42,444
25,428
1,706
2,769
709,192
67,472
49,252
36,934
153,658
19,690
25,068
13,368
9,376
221,160
1,093
634,929
(61,480)
24,345
(136,501)
462,386
752,886 $
1,076
627,031
(54,172)
50,937
(136,840)
488,032
709,192
See Accompanying Notes to Consolidated Financial Statements
41
Newpark Resources, Inc.
Consolidated Statements of Operations
Years Ended December 31,
(In thousands, except per share data)
Revenues
Product sales revenues
Rental and service revenues
Total revenues
Cost of revenues
Cost of product sales revenues
Cost of rental and service revenues
Total cost of revenues
Selling, general and administrative expenses
Other operating (income) loss, net
Impairments and other charges
Operating income (loss)
Foreign currency exchange (gain) loss
Interest expense, net
(Gain) loss on extinguishment of debt
Loss before income taxes
Provision (benefit) for income taxes
Net loss
Net loss per common share - basic
Net loss per common share - diluted
2021
2020
2019
$
484,300 $
130,481
614,781
378,813 $
113,812
492,625
434,405
95,147
529,552
94,445
(391)
—
(8,825)
(397)
8,805
1,000
(18,233)
384,519
88,739
473,258
86,604
(3,330)
14,727
(78,634)
3,378
10,986
(419)
(92,579)
654,006
166,113
820,119
568,388
116,350
684,738
113,394
170
11,422
10,395
(816)
14,369
—
(3,158)
7,293
(25,526) $
(11,883)
(80,696) $
9,788
(12,946)
(0.28) $
(0.28) $
(0.89) $
(0.89) $
(0.14)
(0.14)
$
$
$
See Accompanying Notes to Consolidated Financial Statements
42
Newpark Resources, Inc.
Consolidated Statements of Comprehensive Income (Loss)
Years Ended December 31,
(In thousands)
Net loss
Foreign currency translation adjustments (net of tax benefit of $639,
$293, $373)
Recognition of Brazil cumulative foreign currency translation losses
Comprehensive loss
2021
2020
2019
$
(25,526) $
(80,696) $
(12,946)
(7,308)
—
(32,834) $
2,086
11,689
(66,921) $
(274)
—
(13,220)
$
See Accompanying Notes to Consolidated Financial Statements
43
Newpark Resources, Inc.
Consolidated Statements of Stockholders’ Equity
(In thousands)
Common
Stock
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
Treasury
Stock
Total
Balance at January 1, 2019
$
1,064 $ 617,276 $
(67,673) $ 148,802 $ (129,788) $ 569,681
Net loss
Employee stock options, restricted stock
and employee stock purchase plan
Stock-based compensation expense
Treasury shares purchased at cost
Foreign currency translation, net of tax
—
3
—
—
—
—
—
(12,946)
—
(12,946)
(8,290)
11,640
—
—
—
—
—
(274)
(1,737)
9,599
(425)
—
—
—
—
11,640
(19,031) (19,031)
—
(274)
Balance at December 31, 2019
1,067
620,626
(67,947) 134,119
(139,220) 548,645
Cumulative effect of accounting change
Net loss
Employee stock options, restricted stock
and employee stock purchase plan
Stock-based compensation expense
Foreign currency translation, net of tax
Recognition of Brazil cumulative foreign
currency translation losses
—
—
9
—
—
—
—
—
(173)
6,578
—
—
—
—
—
—
2,086
11,689
(735)
(80,696)
—
—
(735)
(80,696)
(1,751)
2,380
—
—
—
465
6,578
2,086
—
—
—
11,689
Balance at December 31, 2020
1,076
627,031
(54,172)
50,937
(136,840) 488,032
Net loss
Employee stock options, restricted stock
and employee stock purchase plan
Stock-based compensation expense
Foreign currency translation, net of tax
—
17
—
—
—
(28)
7,926
—
—
(25,526)
—
(25,526)
—
—
(7,308)
(1,066)
—
—
339
—
—
(738)
7,926
(7,308)
Balance at December 31, 2021
$
1,093 $ 634,929 $
(61,480) $ 24,345 $ (136,501) $ 462,386
See Accompanying Notes to Consolidated Financial Statements
44
Newpark Resources, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31,
(In thousands)
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash provided by (used in)
operations:
Impairments and other non-cash charges
Depreciation and amortization
Stock-based compensation expense
Provision for deferred income taxes
Credit loss expense
Gain on sale of assets
Gain on insurance recovery
(Gain) loss on extinguishment of debt
Amortization of original issue discount and debt issuance costs
Change in assets and liabilities:
(Increase) decrease in receivables
(Increase) decrease in inventories
Increase in other assets
Increase (decrease) in accounts payable
Increase (decrease) in accrued liabilities and other
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Capital expenditures
Business acquisitions, net of cash acquired
Proceeds from sale of property, plant and equipment
Proceeds from insurance property claim
Net cash used in investing activities
Cash flows from financing activities:
Borrowings on lines of credit
Payments on lines of credit
Purchases of Convertible Notes
Payment on Convertible Notes
Proceeds from term loan
Proceeds from financing obligation
Debt issuance costs
Proceeds from employee stock plans
Purchases of treasury stock
Other financing activities
Net cash provided by (used in) financing activities
2021
2020
2019
$
(25,526) $
(80,696) $
(12,946)
—
42,225
7,926
(1,209)
664
(7,182)
(849)
1,000
3,707
(61,283)
(10,336)
(726)
36,341
12,235
(3,013)
(21,793)
(13,434)
15,999
1,753
(17,475)
286,154
(208,575)
(28,137)
(38,567)
8,258
8,004
(295)
—
(1,448)
(3,986)
21,408
25,072
45,314
6,578
(18,850)
1,427
(6,531)
—
(419)
5,152
70,994
39,889
(686)
(29,457)
(1,996)
55,791
(15,794)
—
12,399
—
(3,395)
173,794
(221,781)
(29,124)
—
—
—
—
—
(333)
(497)
(77,941)
11,422
47,144
11,640
(4,250)
1,792
(10,801)
—
—
6,188
40,182
699
(1,032)
(8,318)
(9,434)
72,286
(44,806)
(18,692)
13,734
—
(49,764)
327,983
(335,613)
—
—
—
—
(1,214)
1,314
(21,737)
(259)
(29,526)
Effect of exchange rate changes on cash
(1,779)
(970)
(399)
Net decrease in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of year
Cash, cash equivalents, and restricted cash at end of year
(859)
30,348
29,489 $
(26,515)
56,863
30,348 $
(7,403)
64,266
56,863
$
See Accompanying Notes to Consolidated Financial Statements
45
NEWPARK RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Summary of Significant Accounting Policies
Organization and Principles of Consolidation. Newpark Resources, Inc. was organized in 1932 as a Nevada
corporation. In 1991, we changed our state of incorporation to Delaware. The consolidated financial statements include our
company and our wholly-owned subsidiaries (“we,” “our,” or “us”). All intercompany transactions are eliminated in
consolidation.
We are a geographically diversified supplier providing environmentally-sensitive products, as well as rentals and
services to customers across multiple industries. We operate our business through two reportable segments: Fluids Systems and
Industrial Solutions. Our Fluids Systems segment provides customized drilling, completion, and stimulation fluids products and
related technical services to oil and natural gas exploration and production (“E&P”) customers primarily in North America and
Europe, the Middle East and Africa (“EMEA”), as well as certain countries in Asia Pacific and Latin America. Our Industrial
Solutions segment includes our Site and Access Solutions business, along with our Industrial Blending operations. Site and
Access Solutions provides temporary worksite access, including the rental of our manufactured recyclable composite matting
systems, along with related site construction and services to customers in various markets including power transmission, E&P,
pipeline, renewable energy, petrochemical, construction and other industries, primarily in the United States and Europe. We
also sell our manufactured recyclable composite mats to customers around the world, with power transmission being the
primary end-market.
Use of Estimates and Market Risks. The preparation of financial statements in conformity with accounting principles
generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates. Significant estimates used in preparing our consolidated financial statements include, but are not limited to the
following: estimated cash flows and fair values used for impairments of long-lived assets, including goodwill and other
intangibles, and valuation allowances for deferred tax assets.
Our Fluids Systems operating results remain dependent on oil and natural gas drilling activity levels in the markets we
serve and the nature of the drilling operations (including the depth and whether the wells are drilled vertically or horizontally),
which governs the revenue potential of each well. Drilling activity levels, in turn, depend on a variety of factors, including oil
and natural gas commodity pricing, inventory levels, product demand, and regulatory restrictions. Oil and natural gas prices
and activity are cyclical and volatile, and this market volatility has a significant impact on our operating results.
Cash Equivalents. All highly liquid investments with a remaining maturity of three months or less at the date of
acquisition are classified as cash equivalents.
Restricted Cash. Cash that is restricted as to withdrawal or usage is recognized as restricted cash and is included in
other current assets in the consolidated balance sheets.
Allowance for Credit Losses. In 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance
which requires financial assets measured at amortized cost basis, including trade receivables, to be presented at the net amount
expected to be collected. See "New Accounting Pronouncements" below for details about the amended guidance and about our
adoption. Results for reporting periods beginning after December 31, 2019 are presented under the new guidance, while prior
period amounts were not adjusted and continue to be reported in accordance with previous guidance.
The new guidance requires an entity to estimate its lifetime “expected credit loss” for such assets at inception, which
will generally result in the earlier recognition of allowances for losses. Under previous guidance, reserves for uncollectible
accounts receivable were determined on a specific identification basis when we believed that the required payment of specific
amounts owed to us was not probable. Under the new guidance, our allowance for credit losses reflects losses that are expected
over the contractual life of the asset, and takes into account historical loss experience, current and future economic conditions,
and reasonable and supportable forecasts.
Inventories. Inventories are stated at the lower of cost (principally average cost) or net realizable value. Certain
conversion costs associated with the acquisition, production, blending, and storage of inventory in our Fluids Systems segment
as well as the manufacturing operations in the Industrial Solutions segment are capitalized as a component of the carrying value
of the inventory and expensed as a component of cost of revenues as the products are sold. Reserves for inventory obsolescence
are determined based on the net realizable value of the inventory using factors such as our historical usage of inventory on-
hand, future expectations related to our customers’ needs, market conditions, and the development of new products.
46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
Property, Plant and Equipment. Property, plant and equipment are recorded at cost. Additions and improvements that
extend the useful life of an asset are capitalized. We capitalize interest costs on significant capital projects. Maintenance and
repairs are expensed as incurred. Sales and disposals of property, plant and equipment are removed at carrying cost less
accumulated depreciation with any resulting gain or loss reflected in earnings.
Depreciation is provided on property, plant and equipment, including finance lease assets, primarily utilizing the
straight-line method over the following estimated useful service lives or lease term:
Computer hardware and office equipment
Computer software
Autos and light trucks
Furniture, fixtures, and trailers
Composite mats (rental fleet)
Machinery and heavy equipment
Owned buildings
Leasehold improvements
3-5 years
3-10 years
5-7 years
7-10 years
7-12 years
10-15 years
20-39 years
Lease term, including reasonably assured renewal periods
Goodwill and Other Intangible Assets. Goodwill represents the excess of the purchase price of acquisitions over the
fair value of the net identifiable assets acquired in business combinations. Goodwill and other intangible assets with indefinite
lives are not amortized. Intangible assets with finite useful lives are amortized either on a straight-line basis over the asset’s
estimated useful life or on a basis that reflects the pattern in which the economic benefits of the asset are realized. Any period
costs of maintaining intangible assets are expensed as incurred.
Impairment of Long-Lived Assets. Goodwill and other indefinite-lived intangible assets are tested for impairment
annually as of November 1, or more frequently, if an indication of impairment exists. As part of our annual goodwill review,
we first perform a qualitative assessment based on company performance and future business outlook to determine if indicators
of impairment exist. When there are qualitative indicators of impairment, we use an impairment test which includes a
comparison of the carrying value of net assets of our reporting units, including goodwill, with their estimated fair values, which
we estimate using a combination of a market multiple and discounted cash flow approach (classified within level 3 of the fair
value hierarchy). If the carrying value exceeds the estimated fair value, an impairment charge is recorded in the period in which
such review is performed. We identify our reporting units based on our analysis of several factors, including our operating
segment structure, evaluation of the economic characteristics of our geographic regions within each of our operating segments,
and the extent to which our business units share assets and other resources.
We review property, plant and equipment, finite-lived intangible assets and certain other assets for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We assess
recoverability based on the undiscounted future net cash flows expected from the use and eventual disposition of such asset.
Should the review indicate that the carrying value is not fully recoverable, the amount of impairment loss is determined by
comparing the carrying value to the estimated fair value.
Insurance. We maintain reserves for estimated future payments associated with our self-insured employee healthcare
programs, as well as the self-insured retention exposures under our general liability, auto liability, and workers compensation
insurance policies. Our reserves are determined based on historical experience under these programs, including estimated
development of known claims and estimated incurred-but-not-reported claims.
Treasury Stock. Treasury stock is carried at cost, which includes the entire cost of the acquired stock.
Revenue Recognition. The following provides a summary of our significant accounting policies for revenue
recognition.
Fluids Systems. Revenues for fluid system additive products and engineering services, when provided to customers in
the delivery of an integrated fluid system, are recognized as product sales revenues when utilized by the customer. Revenues
for formulated liquid systems are recognized as product sales revenues when utilized or lost downhole while drilling. Revenues
for equipment rentals and other services provided to customers that are ancillary to the fluid system product delivery are
recognized in rental and service revenues when the services are performed. For direct sales of fluid system products, revenues
are recognized when control passes to the customer, which is generally upon shipment of materials.
Industrial Solutions. Revenues for rentals and services are generated from both fixed-price and unit-priced contracts,
which are generally short-term in duration. The activities under these contracts include the installation and rental of matting
47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
systems for a period of time and services such as access road construction, site planning and preparation, environmental
protection, fluids and spill containment, erosion control, and site restoration services. Rental revenues are recognized over the
rental term and service revenues are recognized when the specified services are performed. Revenues from any subsequent
extensions to the rental agreements are recognized over the extension period. Revenues from the direct sale of products are
recognized when control passes to the customer, which is upon shipment or delivery, depending on the terms of the underlying
sales contract.
For both segments, the amount of revenue we recognize for products sold and services performed reflects the
consideration to which we expect to be entitled in exchange for such goods or services, which generally reflects the amount we
have the right to invoice based on agreed upon unit rates. While billing requirements vary, many of our customer contracts
require that billings occur periodically or at the completion of specified activities, even though our performance and right to
consideration occurs throughout the contract. As such, we recognize revenue as performance is completed in the amount to
which we have the right to invoice. We do not disclose the value of our unsatisfied performance obligations for (i) contracts
with an original expected length of one year or less and (ii) contracts for which we recognize revenue for the amount to which
we have the right to invoice for products sold and services performed.
Shipping and handling costs are reflected in cost of revenues, and all reimbursements by customers of shipping and
handling costs are included in revenues.
Income Taxes. We provide for deferred taxes using an asset and liability approach by measuring deferred tax assets
and liabilities due to temporary differences existing at year end using currently enacted tax rates and laws that will be in effect
when the differences are expected to reverse. We reduce deferred tax assets by a valuation allowance when, based on our
estimates, it is more likely than not that a portion of those assets will not be realized in a future period. The estimates utilized in
recognition of deferred tax assets are subject to revision, either up or down, in future periods based on new facts or
circumstances. We present deferred tax assets and liabilities as noncurrent in the balance sheet based on an analysis of each
taxpaying component within a jurisdiction. We evaluate uncertain tax positions and record a liability as circumstances warrant.
Share-Based Compensation. Share-based compensation cost is measured at the grant date based on the fair value of
the award, net of an estimated forfeiture rate. We recognize these costs in the statement of operations using the straight-line
method over the vesting term.
Foreign Currency Translation. The functional currency for substantially all international subsidiaries is their
respective local currency. Financial statements for these international subsidiaries are translated into U.S. dollars using the
exchange rate at each balance sheet date for assets and liabilities and the average exchange rates in effect during the respective
period for revenues and expenses. Exchange rate adjustments resulting from translation of foreign currency financial statements
of our international subsidiaries are reflected in accumulated other comprehensive loss in stockholders’ equity until such time
that the international subsidiary is sold or liquidation is substantially complete, at which time the related accumulated
adjustments would be reclassified into income. Exchange rate adjustments resulting from foreign currency denominated
transactions are recorded in income. At December 31, 2021 and 2020, accumulated other comprehensive loss related to foreign
subsidiaries reflected in stockholders’ equity was $61.5 million and $54.2 million, respectively.
During the fourth quarter of 2019, we made the decision to wind down our Brazil operations, and during the fourth
quarter of 2020, we completed the substantial liquidation of our Brazil subsidiary and recognized an $11.7 million non-cash
charge to "impairments and other charges" for the reclassification of cumulative foreign currency translation losses related to
our subsidiary in Brazil.
Fair Value Measurement. Fair value is measured as the price that would be received from selling an asset or paid to
transfer a liability in an orderly transaction between market participants at a measurement date. We apply the following fair
value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the
hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
• Level 1: The use of quoted prices in active markets for identical financial instruments.
• Level 2: The use of quoted prices for similar instruments in active markets or quoted prices for identical or similar
instruments in markets that are not active or other inputs that are observable in the market or can be corroborated by
observable market data.
• Level 3: The use of significantly unobservable inputs that typically require the use of management’s estimates of
assumptions that market participants would use in pricing.
48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
New Accounting Pronouncements
Standards Adopted in 2021
Income Taxes: Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued new guidance
intended to simplify various aspects related to accounting for income taxes. We adopted this new guidance as of January 1,
2021. The adoption of this new guidance had no material impact on our financial statements or related disclosures.
Standards Adopted in 2020
Credit Losses: In 2016, the FASB issued new guidance which requires financial assets measured at amortized cost
basis, including trade receivables, to be presented at the net amount expected to be collected. The new guidance requires an
entity to estimate its lifetime “expected credit loss” for such assets at inception, which will generally result in the earlier
recognition of allowances for losses. We adopted this new guidance as of January 1, 2020 using the modified retrospective
transition method, and recorded a net reduction of $0.7 million to opening retained earnings to reflect the cumulative effect of
adoption. Results for reporting periods beginning after December 31, 2019 are presented under the new guidance, while prior
period amounts were not adjusted and continue to be reported in accordance with previous guidance. See Note 7 for additional
required disclosures.
The cumulative effect of the changes made to our consolidated balance sheet for the adoption of the new accounting
guidance for credit losses were as follows:
(In thousands)
Receivables, net
Deferred tax assets
Deferred tax liabilities
Retained earnings
Balance at
December 31,
2019
Impact of
Adoption of
New Credit
Losses
Guidance
Balance at
January 1,
2020
$
216,714 $
3,600
34,247
134,119
(959) $
59
(165)
(735)
215,755
3,659
34,082
133,384
49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
Note 2 — Business Combinations
In December 2021, we acquired certain assets and assumed certain liabilities of Lentzcaping, Inc. and Lentzcaping,
LLC (together, "Lentzcaping"). Lentzcaping has been a valued partner for Newpark in recent years, primarily serving utility
transmission customers in the Northeast U.S. and providing a variety of complementary services, including worksite planning
and preparation, temporary access, and worksite restoration. The purchase price for this acquisition was $13.5 million, net of
cash acquired, and was funded with borrowings under the ABL Facility. The results of operations of Lentzcaping are reported
within the Industrial Solutions segment for the period subsequent to the date of the acquisition.
The Lentzcaping transaction has been recorded using the acquisition method of accounting and accordingly, assets
acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The acquisition resulted
in the recognition of $3.3 million in other intangible assets, consisting primarily of customer relationships and tradename. The
customer relationships and tradename are finite-lived intangible assets that are expected to be amortized over periods of 15
years and 2 years, respectively. In addition, the acquisition resulted in the recognition of a $2.1 million intangible liability that
will be amortized to operating expense over the 7-year contract term. The excess of the total consideration was recorded as
goodwill, which is deductible for tax purposes. The fair values of the identifiable assets acquired and liabilities assumed were
based on our estimates and assumptions using various market, income, and cost valuation approaches, which are classified
within level 3 of the fair value hierarchy.
The following table summarizes the preliminary amounts recognized for the assets acquired and liabilities assumed as
of the December 17, 2021 acquisition date.
(In thousands)
Receivables
Intangible assets
Property, plant and equipment
Other assets
Total assets acquired
Intangible liability
Other liabilities
Total liabilities assumed
Net assets purchased
Goodwill
Total purchase consideration
Net cash conveyed at closing
Due to seller
Total purchase consideration
$
$
2,807
3,330
4,765
346
11,248
2,065
604
2,669
8,579
4,871
13,450
13,434
16
13,450
In October 2019, we completed the acquisition of Cleansorb Limited (“Cleansorb”), a U.K. based provider of
specialty chemicals for the oil and natural gas industry, which further expanded our completion fluids technology portfolio and
capabilities. The purchase price for this acquisition was $18.7 million, net of cash acquired, and was funded with borrowings
under the ABL Facility. The results of operations of Cleansorb are reported within the Fluids Systems segment for the period
subsequent to the date of the acquisition.
Results of operations and pro-forma combined results of operations for these acquired businesses have not been
presented as the effect of these acquisitions are not material to our consolidated financial statements.
50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
Note 3 — Inventories
Inventories consisted of the following at December 31:
(In thousands)
Raw materials:
Fluids Systems
Industrial Solutions
Total raw materials
Blended fluids systems components
Finished goods — mats
Total inventories
2021
2020
$
$
119,242 $
4,939
124,181
27,793
3,367
155,341 $
98,974
6,315
105,289
31,744
10,824
147,857
Raw materials for the Fluids Systems segment consist primarily of barite, chemicals, and other additives that are
consumed in the production of our fluids systems. Raw materials for the Industrial Solutions segment consist primarily of
resins, chemicals, and other materials used to manufacture composite mats and cleaning products, as well as materials that are
consumed in providing spill containment and other services to our customers. Our blended fluids systems components consist
of base fluids systems that have been either mixed internally at our blending facilities or purchased from third-party vendors.
These base fluids systems require raw materials to be added, as needed to meet specified customer requirements.
Fluids Systems segment cost of revenues for 2020 includes $10.3 million of total charges for inventory write-downs,
primarily attributable to the reduction in carrying values of certain inventory to their net realizable value.
Note 4 — Property, Plant and Equipment
Property, plant and equipment consisted of the following at December 31:
(In thousands)
Land
Buildings and improvements
Machinery and equipment
Computer hardware and software
Furniture and fixtures
Construction in progress
Less accumulated depreciation
Composite mats (rental fleet)
Less accumulated depreciation - composite mats
$
2021
2020
11,820 $
118,395
282,258
48,389
5,879
8,194
474,935
(287,046)
187,889
135,975
(63,608)
72,367
11,901
122,961
285,678
46,801
5,955
6,958
480,254
(268,862)
211,392
126,617
(60,313)
66,304
Property, plant and equipment, net
$
260,256 $
277,696
Depreciation expense was $38.5 million, $40.9 million, and $42.8 million in 2021, 2020 and 2019, respectively.
Fluids Systems segment includes a $3.0 million impairment charge for 2020, attributable to the abandonment of certain
property, plant and equipment.
51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
Note 5 — Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill by reportable segment are as follows:
(In thousands)
Balance at December 31, 2019
Effects of foreign currency
Balance at December 31, 2020
Acquisition
Effects of foreign currency
Balance at December 31, 2021
Fluids Systems
Industrial
Solutions
Total
$
$
— $
—
—
—
—
— $
42,332 $
112
42,444
4,871
(32)
47,283 $
42,332
112
42,444
4,871
(32)
47,283
We completed the annual evaluation of the carrying value of our goodwill and other indefinite-lived intangible assets
as of November 1, 2021 and determined that the fair value was in excess of the net carrying value, and therefore, no
impairment was required.
In March 2020, primarily as a result of the collapse in oil prices and the expected declines in the U.S. land E&P
markets, along with a significant decline in the quoted market prices of our common stock, we considered these developments
to be a potential indicator of impairment that required us to complete an interim goodwill impairment evaluation. As such, in
March 2020, we estimated the fair value of our Site and Access Solutions reporting unit based on our current forecasts and
expectations for market conditions and determined that even though the estimated fair value had decreased from our 2019
annual evaluation, the fair value remained substantially in excess of its net carrying value, and therefore, no impairment was
required. During the second quarter and third quarter of 2020, we determined that there were no further indicators of events or
changes in circumstances that would more likely than not reduce the fair value below its carrying amount. We completed the
annual evaluation of the carrying value of our goodwill and other indefinite-lived intangible assets as of November 1, 2020 and
determined that the fair value was in excess of the net carrying value, and therefore, no impairment was required.
In 2019, as a result of the decline in drilling activities and the projection of continued softness in the U.S. land market,
as well as the decline in the quoted market prices of our common stock, we determined that it was more likely than not that the
carrying value of our Fluids Systems reporting unit exceeded its estimated fair value such that goodwill was potentially
impaired. As a result, we completed the evaluation to measure the amount of goodwill impairment determining a full
impairment of goodwill related to the Fluids Systems reporting unit was required. As such, in the fourth quarter of 2019, we
recognized an $11.4 million non-cash impairment charge to write-off all the goodwill related to the Fluids Systems reporting
unit.
Our impairment test includes a comparison of the carrying value of net assets of our reporting units, including
goodwill, with their estimated fair values, which we estimate using a combination of a market multiple and discounted cash
flow approach. Significant assumptions inherent in the evaluation include the estimated growth rates for future revenues and
the discount rate. Our assumptions are based on historical data supplemented by current and anticipated market conditions.
Other intangible assets consisted of the following:
December 31, 2021
December 31, 2020
(In thousands)
Technology related
Customer related
Total amortizing intangible assets
Permits and licenses
Total indefinite-lived intangible assets
Total intangible assets
Gross
Carrying
Amount
$ 20,315 $
37,176
57,491
512
512
$ 58,003 $
Accumulated
Amortization
Other
Intangible
Assets,
Net
Gross
Carrying
Amount
Accumulated
Amortization
Other
Intangible
Assets,
Net
(9,201) $ 11,114 $ 20,398 $
(23,843)
(33,044)
33,891
54,289
13,333
24,447
—
—
512
512
(33,044) $ 24,959 $ 54,844 $
555
555
(7,958) $ 12,440
12,433
(21,458)
24,873
(29,416)
—
—
555
555
(29,416) $ 25,428
Total amortization expense related to other intangible assets was $3.7 million, $4.5 million and $4.4 million in 2021,
2020 and 2019, respectively.
52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
In December 2021, we completed the acquisition of Lentzcaping, which resulted in additions to amortizable intangible
assets of $3.3 million. See Note 2 for additional information.
Estimated future amortization expense for the years ended December 31 is as follows:
(In thousands)
Technology related
Customer related
2022
2023
2024
2025
2026
Thereafter
Total
$ 1,245 $ 1,073 $ 1,051 $ 1,049 $ 1,049 $
5,647 $ 11,114
2,785
2,260
1,843
1,533
1,268
3,644
13,333
Total future amortization expense
$ 4,030 $ 3,333 $ 2,894 $ 2,582 $ 2,317 $
9,291 $ 24,447
The weighted average amortization period for technology related and customer related intangible assets is 14 years
and 13 years, respectively.
Note 6 — Financing Arrangements
Financing arrangements consisted of the following:
December 31, 2021
Unamortized
Discount and
Debt Issuance
Costs
Principal
Amount
Total Debt
Principal
Amount
December 31, 2020
Unamortized
Discount and
Debt Issuance
Costs
Total Debt
(In thousands)
Convertible Notes
$
— $
ABL Facility
Term loan
Financing obligation
Other debt
Total debt
86,500
6,094
6,688
15,709
114,991
— $
—
(110)
(78)
—
86,500
5,984
6,610
15,709
(188)
114,803
— $
66,912 $
(4,221) $
19,100
—
—
5,371
91,383
—
—
—
—
(4,221)
62,691
19,100
—
—
5,371
87,162
Less: current portion
(19,210)
—
(19,210)
(71,693)
4,221
(67,472)
Long-term debt
$
95,781 $
(188) $
95,593 $
19,690 $
— $
19,690
Convertible Notes. In December 2016, we issued $100.0 million of unsecured convertible senior notes (“Convertible
Notes”) that matured on December 1, 2021. The notes bore interest at a rate of 4.0% per year, payable semiannually in arrears
on June 1 and December 1 of each year. The conversion rate was 107.1381 shares of our common stock per $1,000 principal
amount of notes (equivalent to an initial conversion price of $9.33 per share of common stock), subject to adjustment in certain
circumstances.
During 2020, we repurchased $33.1 million of our Convertible Notes in the open market for a total cost of
$29.1 million, and recognized a net gain of $0.4 million reflecting the difference in the amount paid and the net carrying value
of the extinguished debt, including original issue discount and debt issuance costs. During 2021, we repurchased $28.3 million
of our Convertible Notes in the open market for a total cost of $28.1 million, and recognized a net loss of $1.0 million
reflecting the difference in the amount paid and the net carrying value of the extinguished debt, including original issue
discount and debt issuance costs. The remaining $38.6 million of our Convertible Notes were repaid at maturity in December
2021.
Asset-Based Loan Facility. In May 2016, we entered into an asset-based revolving credit agreement, which was
amended in October 2017 and in March 2019 (as amended, the “ABL Facility”). The ABL Facility provides financing of up to
$200.0 million available for borrowings (inclusive of letters of credit) and can be increased up to a maximum capacity of
$275.0 million, subject to certain conditions. The ABL Facility terminates in March 2024.
As of December 31, 2021, our total availability under the ABL Facility was $116.3 million, of which $86.5 million
was drawn and $1.1 million was used for outstanding letters of credit, resulting in remaining availability of $28.7 million. As of
February 24, 2022, our total availability under the ABL Facility was $124.7 million, of which $83.7 million was drawn and
$1.1 million was used for outstanding letters of credit, resulting in remaining availability of $39.9 million.
Borrowing availability under the ABL Facility is calculated based on eligible U.S. accounts receivable, inventory, and,
subject to satisfaction of certain financial covenants as described below, composite mats included in the rental fleet, net of
reserves and limits on such assets included in the borrowing base calculation. To the extent pledged by us, the borrowing base
53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
calculation also includes the amount of eligible pledged cash. The lender may establish such reserves, in part based on
appraisals of the asset base, and other limits at its discretion which could reduce the amounts otherwise available under the
ABL Facility. Availability associated with eligible rental mats will also be subject to maintaining a minimum consolidated
fixed charge coverage ratio of 1.5 to 1.0 and at least $1.0 million of operating income for the Site and Access Solutions
business, each calculated based on a trailing twelve-month period.
Under the terms of the ABL Facility, we may elect to borrow at a variable interest rate based on either, (1) LIBOR
subject to a floor of zero or (2) a base rate equal to the highest of: (a) the federal funds rate plus 50 basis points, (b) the prime
rate of Bank of America, N.A. and (c) LIBOR, subject to a floor of zero, plus 100 basis points, plus, in each case, an applicable
margin per annum. The applicable margin ranges from 150 to 200 basis points for LIBOR borrowings, and 50 to 100 basis
points for base rate borrowings, based on the consolidated fixed charge coverage ratio as defined in the ABL Facility. As of
December 31, 2021, the applicable margin for borrowings under our ABL Facility was 150 basis points with respect to LIBOR
borrowings and 50 basis points with respect to base rate borrowings. The weighted average interest rate for outstanding
borrowings under the ABL Facility was 1.6% at December 31, 2021. In addition, we are required to pay a commitment fee on
the unused portion of the ABL Facility ranging from 25 to 37.5 basis points, based on the level of outstanding borrowings, as
defined in the ABL Facility. As of December 31, 2021, the applicable commitment fee was 37.5 basis points.
The ABL Facility is a senior secured obligation, secured by first liens on substantially all of our U.S. tangible and
intangible assets, and a portion of the capital stock of our non-U.S. subsidiaries has also been pledged as collateral. The ABL
Facility contains customary operating covenants and certain restrictions including, among other things, those relating to the
incurrence of additional debt, liens, dividends, asset sales, investments, mergers, acquisitions, affiliate transactions, stock
repurchases and other restricted payments. The ABL Facility also requires a minimum consolidated fixed charge coverage ratio
of 1.0 to 1.0 calculated based on a trailing twelve-month period if availability under the ABL Facility falls below $22.5 million.
In addition, the ABL Facility contains customary events of default, including, without limitation, a failure to make payments
under the facility, acceleration of more than $25.0 million of other indebtedness, certain bankruptcy events, and certain change
of control events.
Other Debt. In August 2021, we completed sale-leaseback transactions related to certain vehicles and other equipment
for net proceeds of approximately $7.9 million. The transactions have been accounted for as financing arrangements as they did
not qualify for sale accounting. As a result, the vehicles and other equipment continue to be reflected on our balance sheet in
property, plant and equipment, net. The financing arrangements have a weighted average annual interest rate of 5.4% and are
payable in monthly installments with varying maturities through October 2025. We had $6.7 million in financing obligations
outstanding under these arrangements at December 31, 2021.
In February 2021, a U.K. subsidiary entered a £6.0 million (approximately $8.3 million) term loan facility that
matures in February 2024. The term loan bears interest at a rate of LIBOR plus a margin of 3.4% per year, payable in quarterly
installments of £375,000 plus interest beginning March 2021 and a £1.5 million payment due at maturity. Effective January 1,
2022, the term loan bears interest at a rate of SONIA plus a margin of 3.5% per year. We had $6.1 million outstanding under
this arrangement at December 31, 2021.
Certain of our foreign subsidiaries maintain local credit arrangements consisting primarily of lines of credit or
overdraft facilities which are generally renewed on an annual basis. We utilize local financing arrangements in our foreign
operations in order to provide short-term local liquidity needs. We had $11.8 million and $3.5 million outstanding under these
arrangements at December 31, 2021 and 2020, respectively.
We incurred net interest expense of $8.8 million, $11.0 million and $14.4 million for the years ended December 31,
2021, 2020 and 2019, respectively. There was no capitalized interest for the years ended December 31, 2021, 2020 or 2019. As
of December 31, 2021, we had scheduled repayments for financing arrangements of approximately $19 million in 2022,
$5 million in 2023, and $91 million in 2024.
Note 7 — Fair Value of Financial Instruments and Concentrations of Credit Risk
Fair Value of Financial Instruments
Our financial instruments include cash and cash equivalents, receivables, payables, and debt. We believe the carrying
values of these instruments, with the exception of our Convertible Notes at December 31, 2020, approximated their fair values
at December 31, 2021 and 2020. The estimated fair value of our Convertible Notes was $61.1 million at December 31, 2020,
based on quoted market prices at such date.
54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
Concentrations of Credit Risk
Financial instruments that potentially subject us to significant concentrations of credit risk primarily consist of cash
and trade accounts receivable. At December 31, 2021, substantially all of our cash deposits were held by our international
subsidiaries in accounts at numerous financial institutions across the various regions in which we operate. A majority of the
cash was held in accounts that maintain deposit ratings of P-1 by Moody’s, A-1 by Standard & Poor’s, and F1 by Fitch. As part
of our investment strategy, we perform periodic evaluations of the relative credit standing of these financial institutions.
Customer Revenue Concentration
We derive a significant portion of our revenues and profitability from companies in the energy industry, and more
specifically, customers in the E&P and utility sectors. Our E&P customer base consists primarily of mid-sized and international
oil companies as well as government-owned or government-controlled oil companies operating in the markets that we serve.
Our utility customer base consists primarily of large regulated electrical utility providers, as well as power transmission service
providers. For 2021, 2020 and 2019, revenues from our 20 largest customers represented approximately 39%, 49% and 42%,
respectively, of our consolidated revenues. For 2021, 2020 and 2019, no single customer accounted for more than 10% of our
consolidated revenues.
Receivables
Receivables consisted of the following at December 31:
(In thousands)
Trade receivables:
Gross trade receivables
Allowance for credit losses
Net trade receivables
Income tax receivables
Other receivables
Total receivables, net
2021
2020
$
$
185,065 $
(4,587)
180,478
4,167
9,651
194,296 $
133,717
(5,024)
128,693
6,545
5,807
141,045
Other receivables include $5.7 million and $4.4 million for value added, goods and service taxes related to foreign
jurisdictions as of December 31, 2021 and 2020, respectively. Other receivables at December 31, 2021 also includes
$1.9 million for an insurance claim.
We adopted the new accounting guidance for credit losses as of January 1, 2020 (see Note 1 for additional
information). To measure expected credit losses, we evaluate our receivables on a collective basis for assets that share similar
risk characteristics. Our allowance for credit losses reflects losses that are expected over the contractual life of the asset, and
takes into account historical loss experience, current and future economic conditions, and reasonable and supportable forecasts.
Changes in our allowance for credit losses were as follows:
(In thousands)
Balance at beginning of year
Cumulative effect of accounting change
Credit loss expense
Write-offs, net of recoveries
Balance at end of year
2021
2020
2019
5,024 $
—
664
(1,101)
4,587 $
6,007 $
959
1,427
(3,369)
5,024 $
10,034
—
1,792
(5,819)
6,007
$
$
55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
Note 8 — Leases
We lease certain office space, manufacturing facilities, warehouses, land, and equipment. Our leases have remaining
terms ranging from 1 to 10 years with various extension and termination options. We consider these options in determining the
lease term used to establish our operating lease assets and liabilities. Lease agreements with lease and non-lease components
are accounted for as a single lease component. Leases with an initial term of 12 months or less are not recorded in the balance
sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.
Leases consisted of the following at December 31:
(In thousands)
Assets:
Operating
Finance
Total lease assets
Liabilities:
Current:
Operating
Finance
Noncurrent:
Operating
Finance
Total lease liabilities
Balance Sheet Classification
2021
2020
Operating lease assets
Property, plant and equipment, net
Accrued liabilities
Current debt
Noncurrent operating lease liabilities
Long-term debt, less current portion
$
$
$
$
$
27,569 $
1,709
29,278 $
6,494 $
682
22,352 $
1,041
30,569 $
30,969
942
31,911
6,888
353
25,068
590
32,899
Total operating lease expenses were $24.4 million for 2021, of which $14.2 million related to short-term leases and
$10.2 million related to leases recognized in the balance sheet. Total operating lease expenses were $25.8 million and $30.1
million for 2020 and 2019, respectively. Total operating lease expenses approximate cash paid during each period.
Amortization and interest for finance leases are not material. Operating lease expenses and amortization of leased assets for
finance leases are included in either cost of revenues or selling, general and administrative expenses. Interest for finance leases
is included in interest expense, net.
56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
The maturity of lease liabilities as of December 31, 2021 is as follows:
(In thousands)
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less: Interest
Operating
Leases
Finance
Leases
Total
$
7,678 $
722 $
5,066
3,629
2,999
2,951
11,763
34,086
5,240
587
325
156
2
—
1,792
69
8,400
5,653
3,954
3,155
2,953
11,763
35,878
5,309
30,569
Present value of lease liabilities
$
28,846 $
1,723 $
During 2021, we entered into $6.5 million and $1.2 million of new operating lease liabilities and finance lease
liabilities, respectively, in exchange for leased assets.
Lease Term and Discount Rate
Weighted-average remaining lease term (years)
Operating leases
Finance leases
Weighted-average discount rate
Operating leases
Finance leases
Note 9 — Income Taxes
The provision (benefit) for income taxes was as follows:
(In thousands)
Current:
U.S. Federal
State
Foreign
Total current
Deferred:
U.S. Federal
State
Foreign
Total deferred
Total provision (benefit) for income taxes
December 31,
2021
7.1
2.8
4.8 %
4.1 %
Year Ended December 31,
2020
2019
2021
$
$
773 $
525
7,204
8,502
547
(545)
(1,211)
(1,209)
7,293 $
1,591 $
365
5,011
6,967
(16,309)
598
(3,139)
(18,850)
(11,883) $
1,892
706
11,440
14,038
(2,926)
1,181
(2,505)
(4,250)
9,788
57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
Income (loss) before income taxes was as follows:
(In thousands)
U.S.
Foreign
Loss before income taxes
Year Ended December 31,
2020
2019
2021
$
$
(36,250) $
18,017
(18,233) $
(92,838) $
259
(92,579) $
(15,270)
12,112
(3,158)
The effective income tax rate is reconciled to the statutory federal income tax rate as follows:
(In thousands)
Income tax expense (benefit) at federal statutory rate
Recognition of Brazil cumulative foreign currency translation losses
Nondeductible goodwill impairment
Nondeductible executive compensation
Other nondeductible expenses
Stock-based compensation
Different rates on earnings of foreign operations
Dividend taxes on unremitted earnings
U.S. tax on foreign earnings
Change in valuation allowance
State tax expense (benefit), net
Other items, net
Total provision (benefit) for income taxes
$
$
Year Ended December 31,
2020
2019
2021
(3,829) $
—
—
999
557
880
(115)
980
—
10,416
(1,302)
(1,293)
7,293 $
(19,442) $
2,456
—
170
616
1,602
274
322
—
2,226
196
(303)
(11,883) $
(663)
—
2,401
756
1,506
(248)
463
1,609
1,215
1,272
430
1,047
9,788
The provision for income taxes was $7.3 million for 2021, despite reporting a pretax loss for the year, primarily
reflecting the impact of the geographic composition of our pretax loss. The tax expense primarily relates to earnings from our
international operations since we are currently unable to recognize the tax benefit from our U.S. losses as they may not be
realized. The benefit for income taxes was $11.9 million for 2020 reflecting an effective tax benefit rate of 13%. This result
primarily reflects the impact of the $11.7 million non-cash recognition of cumulative foreign currency translation losses related
to the substantial liquidation of our subsidiary in Brazil and other nondeductible expenses, as well as the impact of the
geographic composition of our pretax loss, where the tax benefit from losses in the U.S was partially offset by the tax expense
related to earnings from our international operations. The provision for income taxes was $9.8 million for 2019 despite
reporting a small pretax loss for the year. This result reflects the impact of the $11.4 million nondeductible goodwill
impairment and other nondeductible expenses, as well as the impact of the geographic composition of our pretax loss, where
tax expense related to earnings from our international operations is only partially offset by the tax benefit from losses in the
U.S.
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in March 2020 in the United
States. The CARES Act contains several tax provisions, including additional carryback opportunities for net operating losses,
temporary increases in the interest deductibility threshold, and the acceleration of refunds for any remaining alternative
minimum tax (“AMT”) carryforwards. There was no material impact from the CARES Act in our provision for income taxes
for 2020. In addition, we filed an amendment to our 2018 U.S. federal income tax return in the second quarter of 2020 and
received a refund of $0.7 million for AMT carryforwards in July 2020.
The CARES Act also permits most companies to defer paying their portion of certain applicable payroll taxes from the
date the CARES Act was signed into law through December 31, 2020. The deferred amount is due in two equal installments on
December 31, 2021 and December 31, 2022. We paid the first installment in December 2021, and the remaining deferred
amount of applicable payroll taxes was $1.6 million at December 31, 2021.
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
Temporary differences and carryforwards which give rise to deferred tax assets and liabilities consisted of the
following at December 31:
(In thousands)
Deferred tax assets:
Net operating losses
Foreign tax credits
Accruals not currently deductible
Unrealized foreign exchange losses, net
Stock-based compensation
Capitalized inventory costs
Other
Total deferred tax assets
Valuation allowance
Total deferred tax assets, net of allowances
Deferred tax liabilities:
Accelerated depreciation and amortization
Tax on unremitted earnings
Original issue discount on Convertible Notes
Other
Total deferred tax liabilities
Total net deferred tax liabilities
Noncurrent deferred tax assets
Noncurrent deferred tax liabilities
Net deferred tax liabilities
2021
2020
$
$
$
$
38,746 $
8,330
4,393
4,590
1,856
1,706
10,534
70,155
(38,406)
31,749
(31,816)
(8,214)
—
(1,222)
(41,252)
(9,503) $
2,316 $
(11,819)
(9,503) $
25,990
6,690
5,121
3,750
2,238
3,111
9,456
56,356
(26,250)
30,106
(29,587)
(9,765)
(804)
(1,612)
(41,768)
(11,662)
1,706
(13,368)
(11,662)
We have U.S. federal income tax net operating loss carryforwards (“NOLs”) of approximately $100.9 million
available to reduce future U.S. taxable income, which do not expire. We also have state NOLs of approximately $208.0 million
available to reduce future state taxable income, including approximately $147.8 million which do not expire and approximately
$60.2 million which expire in varying amounts beginning in 2022 through 2041. Foreign NOLs of approximately $21.5 million
are available to reduce future taxable income, some of which expire beginning in 2022.
The realization of our net deferred tax assets is dependent on our ability to generate taxable income in future periods.
At December 31, 2021 and 2020, we have recorded a valuation allowance in the amount of $38.4 million and $26.3 million,
respectively, primarily related to certain U.S. federal, state, and foreign NOL carryforwards, including Australia, as well as for
certain foreign tax credits recognized related to the accounting for the impact of the 2017 U.S. Tax Cuts and Jobs Act (“Tax
Act”), which may not be realized.
We file income tax returns in the U.S. and several non-U.S. jurisdictions and are subject to examination in the various
jurisdictions in which we file. We are no longer subject to income tax examinations for U.S. federal and substantially all state
jurisdictions for years prior to 2014 and for substantially all foreign jurisdictions for years prior to 2008.
We are under examination by various tax authorities in countries where we operate, and certain foreign jurisdictions
have challenged the amounts of taxes due for certain tax periods. These audits are in various stages of completion. We fully
cooperate with all audits, but defend existing positions vigorously. We evaluate the potential exposure associated with various
filing positions and record a liability for uncertain tax positions as circumstances warrant. Although we believe all tax positions
are reasonable and properly reported in accordance with applicable tax laws and regulations in effect during the periods
involved, the final determination of tax audits and any related litigation could be materially different than that which is
reflected in historical income tax provisions and accruals.
59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
A reconciliation of the beginning and ending provision for uncertain tax positions is as follows:
(In thousands)
Balance at January 1
Additions (reductions) for tax positions of prior years
Additions (reductions) for tax positions of current year
Reductions for settlements with tax authorities
Reductions for lapse of statute of limitations
Balance at December 31
2021
2020
2019
$
$
213 $
(6)
306
—
(28)
485 $
291 $
(6)
—
—
(72)
213 $
223
68
—
—
—
291
Approximately $0.5 million of unrecognized tax benefits at December 31, 2021, if recognized, would favorably
impact the effective tax rate.
We recognize accrued interest and penalties related to uncertain tax positions in operating expenses. The amount of
interest and penalties was immaterial for all periods presented.
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
Note 10 — Capital Stock
Common Stock
Changes in outstanding common stock were as follows:
(In thousands of shares)
Outstanding, beginning of year
Shares issued for exercise of options
Shares issued for time vested restricted stock (net of forfeitures)
Shares issued for employee stock purchase plan
Outstanding, end of year
2021
2020
2019
107,588
106,697
106,363
—
1,368
375
109,331
—
740
151
107,588
281
53
—
106,697
Outstanding shares of common stock include shares held as treasury stock totaling 16,981,147, 16,781,150 and
16,958,418 as of December 31, 2021, 2020 and 2019, respectively.
Preferred Stock
We are authorized to issue up to 1,000,000 shares of preferred stock, $0.01 par value. There were no outstanding
shares of preferred stock as of December 31, 2021, 2020 or 2019.
Treasury Stock
During 2021, 2020 and 2019, we repurchased 419,114, 153,151 and 381,041 shares, respectively, for an aggregate
price of $1.4 million, $0.3 million and $2.7 million, respectively, representing employee shares surrendered in lieu of taxes
under vesting of restricted stock awards. All of the shares repurchased are held as treasury stock.
During 2021, 2020 and 2019, we reissued 219,117, 330,419 and 1,491,408 shares of treasury stock pursuant to various
stock plans.
Repurchase Program
In November 2018, our Board of Directors authorized changes to our securities repurchase program. These changes
increased the authorized amount under the repurchase program to $100.0 million, available for repurchases of any combination
of our common stock and our Convertible Notes.
Our repurchase program authorizes us to purchase outstanding shares of our common stock or Convertible Notes in
the open market or as otherwise determined by management, subject to certain limitations under the ABL Facility and other
factors. The repurchase program has no specific term. Repurchases are expected to be funded from operating cash flows,
available cash on hand, and borrowings under our ABL Facility. As part of the share repurchase program, our management has
been authorized to establish trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934. As of December 31,
2021, we had $23.8 million remaining under the program.
During 2021, we repurchased $28.3 million of our Convertible Notes in the open market under the repurchase
program for a total cost of $28.1 million. During 2020, we repurchased $33.1 million of our Convertible Notes in the open
market under the repurchase program for a total cost of $29.1 million. There were no Convertible Notes repurchased under the
program during 2019.
There were no shares of common stock repurchased under the repurchase program during 2021 or 2020. During 2019,
we repurchased an aggregate of 2,537,833 shares of our common stock under our repurchase program for a total cost of $19.0
million.
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
Note 11 — Earnings Per Share
The following table presents the reconciliation of the numerator and denominator for calculating net income (loss) per
share:
(In thousands, except per share data)
Numerator
Net loss - basic and diluted
Year Ended December 31,
2020
2019
2021
$
(25,526) $
(80,696) $
(12,946)
Denominator
Weighted average common shares outstanding - basic
Dilutive effect of stock options and restricted stock awards
Dilutive effect of Convertible Notes
Weighted average common shares outstanding - diluted
91,460
—
—
91,460
90,198
—
—
90,198
89,782
—
—
89,782
Net loss per common share
Basic
Diluted
$
$
(0.28) $
(0.28) $
(0.89) $
(0.89) $
(0.14)
(0.14)
We excluded the following weighted-average potential shares from the calculations of diluted net loss per share during
the applicable periods because their inclusion would have been anti-dilutive:
(In thousands)
Stock options and restricted stock awards
Year Ended December 31,
2021
2020
2019
5,754
5,238
5,312
For 2021, 2020 and 2019, we excluded all potentially dilutive stock options and restricted stock awards in calculating
diluted earnings per share as the effect was anti-dilutive due to the net loss incurred for these periods. The Convertible Notes,
which matured in December 2021, only impacted the calculation of diluted net income per share in periods that the average
price of our common stock, as calculated in accordance with the terms of the indenture governing the Convertible Notes,
exceeded the conversion price of $9.33 per share.
Note 12 — Stock-Based Compensation and Other Benefit Plans
The following describes stockholder approved plans utilized by us for the issuance of stock-based awards.
2014 Non-Employee Directors’ Restricted Stock Plan
In May 2014, our stockholders approved the 2014 Non-Employee Directors’ Restricted Stock Plan (“2014 Director
Plan”) which authorizes grants of restricted stock to non-employee directors. Each restricted share granted to a non-employee
director vests in full on the earlier of the day prior to the next annual meeting of stockholders following the grant date or the
first anniversary of the grant. In May 2021, our stockholders approved an amendment to the 2014 Director Plan to increase the
number of shares authorized for issuance under the 2014 Director Plan from 1,000,000 to 1,200,000 shares. At December 31,
2021, 146,527 shares remained available for grant under the 2014 Director Plan. During 2021, non-employee directors received
210,367 shares of restricted stock at a weighted average grant-date fair value of $3.28 per share and cash-based awards of $0.2
million.
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
2015 Employee Equity Incentive Plan
In May 2015, our stockholders approved the 2015 Employee Equity Incentive Plan (“2015 Plan”) pursuant to which
the Compensation Committee of our Board of Directors (“Compensation Committee”) may grant to key employees, including
executive officers and other corporate and divisional employees, a variety of forms of equity-based compensation, including
options to purchase shares of common stock, shares of restricted common stock, restricted stock units, stock appreciation
rights, other stock-based awards, and performance-based awards. In May 2021, our stockholders approved an amendment to
the 2015 Plan to increase the number of shares authorized for issuance under the 2015 Plan from 12,300,000 to 14,300,000
shares. At December 31, 2021, 1,673,140 shares remained available for grant under the 2015 Plan.
In June 2017, our Board of Directors approved the Long-Term Cash Incentive Plan (“Cash Plan”), a sub-plan to the
2015 Plan, pursuant to which the Compensation Committee may grant time-based cash awards or performance-based cash
awards to key employees, including executive officers and other corporate and divisional employees, to provide an opportunity
for employees to receive a cash payment upon either completion of a service period or achievement of predetermined
performance criteria at the end of a performance period.
During 2019, the Compensation Committee modified our retirement policy applicable to cash and equity awards
granted to include our Chief Executive Officer and those officers who report to our Chief Executive Officer, who were
previously excluded from the retirement policy. In addition, the Compensation Committee also modified the retirement policy
for certain vested stock options that remained outstanding to extend the exercise period available following the qualifying
retirement of eligible employees. As a result of these modifications, we recognized a charge of $4.0 million in the first quarter
of 2019. This charge primarily reflects the acceleration of expense, as well as the incremental value associated with
modifications to extend the exercise period of outstanding options, for previously-granted awards for retirement eligible
executive officers.
Activity under each of these programs is described below.
Stock Options
Stock options granted by the Compensation Committee are granted with a three-year vesting period and a term of ten
years. There have been no options granted since 2016.
The following table summarizes activity for our outstanding stock options for the year ended December 31, 2021:
Stock Options
Outstanding at beginning of period
Granted
Exercised
Expired or canceled
Outstanding at end of period
Vested or expected to vest at end of period
Options exercisable at end of period
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
(In
thousands)
Shares
2,297,702 $
—
—
(500,826)
1,796,876 $
1,796,876 $
1,796,876 $
7.34
—
—
8.29
7.08
7.08
7.08
2.94 $
2.94 $
2.94 $
—
—
—
There were no options exercised during the years ended December 31, 2021 and 2020. For the year ended
December 31, 2019, the total intrinsic value of options exercised was $1.6 million, while cash from option exercises totaled
$1.3 million. There was no compensation cost recognized for stock options for the years ended December 31, 2021 and 2020.
For the year ended December 31, 2019, total compensation cost recognized for stock options was $1.3 million. For the year
ended December 31, 2019, we recognized tax benefits resulting from the exercise of stock options totaling $0.3 million.
Performance-Based Restricted Stock Units
In 2016, performance-based restricted stock units were awarded to executive officers and were to be settled in shares
of common stock based on the relative ranking of our total shareholder return (“TSR”) as compared to the TSR of our
designated peer group over a three-year period. The ending TSR price is equal to the average closing price of our shares over
the last 30-calendar days of the performance period. There have been no performance-based restricted stock units granted since
63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
2016 or outstanding since 2019. There was no compensation cost recognized for performance-based restricted stock units for
the years ended December 31, 2021 and 2020. For the year ended December 31, 2019, total compensation cost recognized for
performance-based restricted stock units was $0.1 million.
Restricted Stock Awards and Units
Time-vested restricted stock awards and restricted stock units are periodically granted to key employees, including
grants for employment inducements, as well as to members of our Board of Directors. Employee awards provide for vesting
periods ranging from three to four years. Non-employee director grants vest in full on the earlier of the day prior to the next
annual meeting of stockholders following the grant date or the first anniversary of the grant. Upon vesting of these grants,
shares are issued to award recipients.
The following tables summarize the activity for our outstanding time-vested restricted stock awards and restricted
stock units for the year ended December 31, 2021:
Nonvested Restricted Stock Awards (Time-Vesting)
Nonvested at January 1, 2021
Granted
Vested
Forfeited
Nonvested at December 31, 2021
Nonvested Restricted Stock Units (Time-Vesting)
Nonvested at January 1, 2021
Granted
Vested
Forfeited
Nonvested at December 31, 2021
Weighted-
Average
Grant Date
Fair Value
3.12
3.28
2.06
—
3.97
Weighted-
Average
Grant Date
Fair Value
4.01
3.20
4.80
3.87
3.29
Shares
181,886 $
210,367
(156,886)
—
235,367 $
Shares
3,530,366 $
2,859,177
(1,377,181)
(373,101)
4,639,261 $
Total compensation cost recognized for restricted stock awards and restricted stock units was $7.7 million, $6.3
million and $9.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. Total unrecognized
compensation cost at December 31, 2021 related to restricted stock awards and restricted stock units was approximately $8.7
million which is expected to be recognized over the next 2.0 years. During the years ended December 31, 2021, 2020 and 2019,
the total fair value of shares vested was $5.3 million, $1.9 million and $7.2 million, respectively. For the years ended
December 31, 2021, 2020 and 2019, we recognized tax benefits resulting from the vesting of restricted stock awards and units
of $1.1 million, $0.4 million and $1.9 million, respectively.
Cash-Based Awards
The Compensation Committee also approved the issuance of cash-based awards to certain executive officers during
2021, 2020 and 2019. The 2021 awards included $1.4 million of time-based cash awards and a target amount of $3.0 million of
performance-based cash awards. The 2020 and 2019 awards included a target amount of $2.6 million and $2.3 million,
respectively, of performance-based cash awards.
The performance-based cash awards are settled based on the relative ranking of our TSR as compared to the TSR of
our designated peer group over a three-year period. The performance period began May 2, 2021 and ends May 31, 2024 for the
2021 awards, began May 2, 2020 and ends May 31, 2023 for the 2020 awards, and began May 2, 2019 and ends May 31, 2022
for the 2019 awards. The ending TSR price is equal to the average closing price of our shares over the last 30-calendar days of
the performance period, and provide for a cash payout ranging from 0% to 200% of target for each eligible executive.
The performance-based cash awards are accrued as a liability award over the performance period based on the
estimated fair value. The fair value of the performance-based cash awards is remeasured each period using a Monte Carlo
64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
valuation model with changes in fair value recognized in the consolidated statement of operations. As of December 31, 2021
and 2020, the total liability for cash-based awards was $5.7 million and $4.0 million, respectively.
Defined Contribution Plan
Substantially all of our U.S. employees are covered by a defined contribution plan (“401(k) Plan”). Employees may
voluntarily contribute up to 50% of compensation, as defined in the 401(k) Plan. Participants’ contributions, up to 3% of
compensation, are matched 100% by us, and the participants’ contributions, from 3% to 6% of compensation, are matched 50%
by us. In connection with the cost reduction programs implemented in early 2020, we temporarily eliminated our 401(k)
matching contribution beginning in April 2020. Beginning in the second quarter of 2021, we reinstituted the matching
contribution for our U.S. defined contribution plan. Under the 401(k) Plan, our cash contributions were $2.2 million, $1.2
million and $4.3 million for 2021, 2020 and 2019, respectively.
Note 13 — Segment and Related Information
We operate our business through two reportable segments: Fluids Systems and Industrial Solutions. All intercompany
revenues and related profits have been eliminated.
Fluids Systems — Our Fluids Systems segment provides drilling, completion, and stimulation products and related
technical services to customers primarily in North America and EMEA, as well as certain countries in Asia Pacific and Latin
America. We offer customized solutions for complex subsurface conditions such as horizontal, directional, geologically deep,
or drilling in deep water. These projects require high levels of monitoring and technical support of the fluids system during the
drilling process.
We also have industrial mineral grinding operations for barite, a critical raw material in fluids systems, which serve to
support our activities in certain regions of the U.S. fluids market. We use the resulting products in our fluids systems and also
sell the products to third party users, including other fluids companies. In addition, we sell a variety of other minerals,
principally to third party industrial (non-oil and natural gas) markets.
Industrial Solutions — Our Industrial Solutions segment provides temporary worksite access, including the rental of
our manufactured recyclable composite matting systems, along with related site construction and services to customers in
various markets including power transmission, E&P, pipeline, renewable energy, petrochemical, construction and other
industries, primarily in the United States and Europe. We also sell our manufactured recyclable composite mats to customers
around the world, with power transmission being the primary end-market.
65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
Summarized financial information concerning our reportable segments is shown in the following tables:
(In thousands)
Revenues
Fluids Systems
Industrial Solutions
Total revenues
Depreciation and amortization
Fluids Systems
Industrial Solutions
Corporate office
Total depreciation and amortization
Operating income (loss)
Fluids Systems
Industrial Solutions
Corporate office
Total operating income (loss)
Segment assets
Fluids Systems
Industrial Solutions
Corporate office
Total segment assets
Capital expenditures
Fluids Systems
Industrial Solutions
Corporate office
Total capital expenditures
Year Ended December 31,
2020
2019
2021
$
$
$
$
$
$
$
$
$
$
420,789 $
193,992
614,781 $
354,608 $
138,017
492,625 $
620,317
199,802
820,119
17,877 $
20,399
3,949
42,225 $
20,555 $
20,427
4,332
45,314 $
21,202
21,763
4,179
47,144
(19,012) $
39,733
(29,546)
(8,825) $
(66,403) $
13,459
(25,690)
(78,634) $
3,814
47,466
(40,885)
10,395
458,179 $
267,670
27,037
752,886 $
419,381 $
259,918
29,893
709,192 $
593,758
265,786
40,535
900,079
3,644 $
17,402
747
21,793 $
6,237 $
7,831
1,726
15,794 $
18,416
23,535
2,855
44,806
In August 2021, Hurricane Ida negatively impacted our Gulf of Mexico operations, including damage to certain
inventory, equipment and warehouse facilities, at our Fourchon, Louisiana Fluids Systems operating base. While this event is
covered by our property and business interruption insurance programs, these programs contain self-insured retentions, which
remain our financial obligations. During 2021, our Fluids Systems segment incurred hurricane-related costs of $5.5 million,
which includes $2.5 million for inventory and property, plant and equipment, and $3.0 in property-related repairs, clean-up and
other costs. Based on the provisions of our insurance policies and initial insurance claims filed, we estimated $2.9 million in
expected recoveries and recognized a charge of $2.6 million for 2021 in other operating (income) loss, net, substantially all of
which is our self-insured retention under our property insurance policy. The insurance receivable balance included in other
receivables was $1.9 million as of December 31, 2021. As of December 31, 2021, the claims related to the hurricane under our
property and business interruption insurance programs have not been finalized. Fluids Systems operating results for 2021 also
includes $3.7 million of charges related to facility exit, severance, and other costs, as well as a $0.8 million gain related to the
final insurance settlement associated with the July 2018 fire at our Kenedy, Texas drilling fluids facility.
In March 2020, oil prices collapsed due to geopolitical events along with the worldwide effects of the COVID-19
pandemic, which led to a rapid decline in customer activity in the E&P industry. In response to these market changes, we
initiated workforce reductions and other cost reduction programs in the first quarter of 2020 and continued these actions
throughout 2020 and into 2021.
As part of the cost reduction programs, we reduced our global employee base by approximately 650 (30%) in 2020.
As a result of these workforce reductions, our operating results for 2020 included $4.3 million of total severance costs
66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
($3.7 million in Fluids Systems and $0.6 million in the Corporate office), with $2.7 million in cost of revenues and $1.6 million
in selling, general and administrative expenses. These costs were substantially paid as of December 31, 2020.
For 2020, we recognized $29.2 million of total charges primarily related to our exit from Brazil, inventory write-
downs, severance costs, and fixed asset impairments, with $28.6 million in the Fluids Systems segment and $0.6 million in the
Corporate office. For 2019, we recognized $23.2 million of total charges primarily related to a non-cash impairment of
goodwill and charges associated with facility closures and related exit costs, inventory write-downs, and severance costs, as
well as the modification of our retirement policy, with $18.8 million in the Fluids Systems segment and $4.4 million in the
Corporate office.
See below for details of charges in the Fluids Systems segment.
(In thousands)
$
Fourchon, Louisiana hurricane-related costs
Facility exit costs and other
Severance costs
Kenedy, Texas facility fire (insurance recovery)
Brazil exit - Recognition of cumulative foreign currency translation
losses
Inventory write-downs
Property, plant and equipment impairment
Goodwill impairment
Modification of retirement policy
Total Fluids Systems impairments and other charges
$
Year Ended December 31,
2020
2019
2021
2,596 $
2,399
1,329
(849)
—
—
—
—
—
5,475 $
— $
(201)
3,729
—
11,689
10,345
3,038
—
—
28,600 $
—
2,631
2,264
—
—
1,881
—
11,422
605
18,803
The following table presents further disaggregated revenues for the Fluids Systems segment:
(In thousands)
United States
Canada
Total North America
EMEA
Other
Total International
Year Ended December 31,
2020
2019
2021
$
227,261 $
48,007
275,268
202,052 $
24,762
226,814
132,221
13,300
145,521
115,891
11,903
127,794
395,618
31,635
427,253
172,263
20,801
193,064
Total Fluids Systems revenues
$
420,789 $
354,608 $
620,317
The following table presents further disaggregated revenues for the Industrial Solutions segment:
(In thousands)
Product sales revenues
Rental revenues
Service revenues
Industrial blending revenues (1)
Total Industrial Solutions revenues
Year Ended December 31,
2020
2019
2021
$
66,796 $
68,455
49,920
8,821
29,170 $
47,341
53,958
7,548
56,465
70,207
73,130
—
$
193,992 $
138,017 $
199,802
(1) Industrial blending operations began in the second quarter of 2020 and ramped up in the third quarter of 2020.
Results for the industrial blending component are presented in Industrial Solutions beginning October 2020. Results for the
second quarter and third quarter of 2020 were reported in Fluids Systems and not adjusted as they were not material.
67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
NEWPARK RESOURCES, INC.
The following table sets forth geographic information for all of our operations. Revenues by geographic location are
determined based on the operating location from which services are rendered or products are sold. Long-lived assets include
property, plant and equipment and other long-term assets based on the country in which the assets are located.
(In thousands)
Revenues
United States
Canada
EMEA
Asia Pacific
Latin America
Total revenues
Long-lived assets
United States
Canada
EMEA
Asia Pacific
Latin America
Total long-lived assets
Year Ended December 31,
2020
2019
2021
$
$
$
$
402,246 $
48,007
151,228
7,629
5,671
614,781 $
318,839 $
1,209
38,923
2,712
375
362,058 $
327,598 $
24,762
128,362
6,561
5,342
492,625 $
329,719 $
1,503
44,577
3,007
500
379,306 $
578,698
37,496
183,124
15,273
5,528
820,119
365,185
2,129
46,447
2,862
1,047
417,670
For 2021, 2020 and 2019, no single customer accounted for more than 10% of our consolidated revenues.
Note 14 — Supplemental Cash Flow and Other Information
Supplemental disclosures to the statements of cash flows are presented below:
(in thousands)
Cash paid (received) for:
Income taxes (net of refunds)
Interest
2021
2020
2019
$
$
6,912 $
5,339 $
6,350 $
6,054 $
12,165
8,718
Cash, cash equivalents, and restricted cash in the consolidated statements of cash flows consisted of the following:
(in thousands)
Cash and cash equivalents
Restricted cash (included in other current assets)
Cash, cash equivalents, and restricted cash
2021
2020
2019
$
$
24,088 $
24,197 $
5,401
6,151
29,489 $
30,348 $
48,672
8,191
56,863
Accounts payable and accrued liabilities at December 31, 2021, 2020, and 2019, included accruals for capital
expenditures of $0.7 million, $0.5 million, and $1.8 million, respectively.
Accrued liabilities at December 31, 2021 and 2020 included accruals for employee incentives and other compensation
related expenses of $23.1 million and $16.4 million, respectively.
68
Note 15 — Commitments and Contingencies
In the ordinary course of conducting our business, we become involved in litigation and other claims from private
party actions, as well as judicial and administrative proceedings involving governmental authorities at the federal, state, and
local levels. While the outcome of litigation or other proceedings against us cannot be predicted with certainty, management
does not expect that any loss resulting from such litigation or other proceedings, in excess of any amounts accrued or covered
by insurance, will have a material adverse impact on our consolidated financial statements.
Other
We do not have any special purpose entities. At December 31, 2021, we had $45.3 million in outstanding letters of
credit, performance bonds, and other guarantees for which certain of the letters of credit are collateralized by $5.4 million in
restricted cash. We also enter into normal short-term operating leases for office and warehouse space, as well as rolling stock
and other pieces of operating equipment. None of these off-balance sheet arrangements either had, or is expected to have, a
material effect on our financial statements.
We are self-insured for health claims, subject to certain “stop loss” insurance policies. Claims in excess of $250,000
per incident are insured by third-party insurers. Based on historical experience, we had accrued liabilities of $0.7 million for
unpaid claims incurred at both December 31, 2021 and 2020. Substantially all of these estimated claims are expected to be paid
within six months of their occurrence. In addition, we are self-insured for certain workers’ compensation, auto, and general
liability claims up to a certain policy limit. Claims in excess of $750,000 are insured by third-party reinsurers. Based on
historical experience, we had accrued liabilities of $2.5 million and $2.8 million for the uninsured portion of claims at
December 31, 2021 and 2020, respectively.
We also maintain accrued liabilities for asset retirement obligations, which represent obligations associated with the
retirement of tangible long-lived assets that result from the normal operation of the long-lived asset. Our asset retirement
obligations primarily relate to required expenditures associated with owned and leased facilities. Upon settlement of the
liability, a gain or loss for any difference between the settlement amount and the liability recorded is recognized. We had
accrued asset retirement obligations of $1.1 million and $1.2 million at December 31, 2021 and 2020, respectively.
Note 16 — Subsequent Events
International Subsidiary Restructuring
In January 2022, we completed the restructuring of certain subsidiary legal entities within Europe. As a result of the
restructuring, we expect to recognize an income tax benefit of approximately $3 million in the first quarter of 2022 as the
undistributed earnings for an international subsidiary will no longer be subject to certain taxes upon future distribution.
Strategic Review Actions
With ongoing support from outside financial and other advisors, we have continuously reviewed our portfolio during
the oil and natural gas cycle of the last couple of years. These reviews have focused on evaluating changes in the outlook for
our served markets and customer priorities, while identifying opportunities for value-creating options in our portfolio, as well
as placing investment emphasis in markets where we generate strong returns and where we see greater long-term viability and
stability. As part of our ongoing review of our portfolio, our management recommended and our Board of Directors approved
two actions in February 2022 intended to enhance liquidity available for investment in higher returning businesses.
First, in consideration of broader strategic priorities and the timeline and efforts required to further develop the
industrial blending business, our management recommended and our Board of Directors approved a plan to exit our Industrial
Blending operations. As part of the exit plan, we expect to complete the wind down of the Industrial Blending business by the
end of the second quarter 2022 and pursue the sale of the industrial blending and warehouse facility and related equipment
located in Conroe, Texas. The Industrial Blending business contributed $9 million of revenues in 2021 and incurred an
operating loss of $2 million. As of December 31, 2021, the carrying value of the long-lived assets associated with the Industrial
Blending business was $20 million. As a result of the plan to exit and dispose of the assets used in the Industrial Blending
business, we may incur pre-tax charges in the range of approximately $4 million to $8 million primarily related to the non-cash
impairment of long-lived assets, which we expect to recognize in the first quarter of 2022.
Second, our Board of Directors also approved management’s plan to explore strategic options for our U.S. mineral
grinding business, which contributed total third-party revenues of $36 million in 2021 yielding approximately break-even
operating income and ended the year with $47 million of net capital employed, including approximately $25 million of net
working capital.
69
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) as of the end of the period covered by this annual report. Based on such evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31,
2021, the end of the period covered by this annual report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended
December 31, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
Management’s Report on Internal Control Over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Securities and Exchange Act Rule 13a-15(f) and 15d-15(f). Our internal control system over financial reporting is
designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Internal control over financial reporting has inherent limitations and may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can provide only reasonable assurance, not absolute assurance with
respect to the financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of
internal control over financial reporting may vary over time.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we have
evaluated the effectiveness of our internal control over financial reporting as of December 31, 2021 as required by the
Securities and Exchange Act of 1934 Rule 13a-15(c). In making our assessment, we have utilized the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in a report entitled “Internal Control —
Integrated Framework (2013).” We concluded that based on our evaluation, our internal control over financial reporting was
effective as of December 31, 2021.
The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by
Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.
/s/ Paul L. Howes
Paul L. Howes
Chief Executive Officer
/s/ Gregg S. Piontek
Gregg S. Piontek
Senior Vice President and Chief Financial Officer
70
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Newpark Resources, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Newpark Resources, Inc. and subsidiaries (the “Company”) as
of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established
in Internal Control – Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our
report dated February 25, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
February 25, 2022
71
ITEM 9B. Other Information
None.
ITEM 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
ITEM 10. Directors, Executive Officers and Corporate Governance
Executive Officers and Directors
PART III
The information required by this Item is incorporated by reference to the “Executive Officers” and “Election of
Directors” sections of the definitive Proxy Statement relating to our 2022 Annual Meeting of Stockholders.
Compliance with Section 16(a) of the Exchange Act
The information required by this Item, if applicable, is incorporated by reference to the “Delinquent Section 16(a)
Reports” section of the definitive Proxy Statement relating to our 2022 Annual Meeting of Stockholders.
Code of Conduct and Ethics
We have adopted a Code of Ethics for Senior Officers and Directors ("Code of Ethics") and a Code of Business Ethics
and Conduct (“Ethics Manual" and, together with the Code of Ethics, the "Codes”) that applies to all officers and employees.
The Code of Ethics and Ethics Manual are publicly available in the investor relations area of our website at
www.newpark.com. Any amendments to, or waivers of, the Codes with respect to our principal executive officer, principal
financial officer or principal accounting officer or controller, or persons performing similar functions, will be disclosed on our
website within four business days following the date of the amendment or waiver. Copies of our Code of Ethics may also be
requested in print by writing to Newpark Resources, Inc., 9320 Lakeside Blvd., Suite 100, The Woodlands, Texas, 77381.
ITEM 11. Executive Compensation
The information required by this Item is incorporated by reference to the “Executive Compensation” section of the
definitive Proxy Statement relating to our 2022 Annual Meeting of Stockholders.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated by reference to the “Ownership of Common Stock” and “Equity
Compensation Plan Information” sections of the definitive Proxy Statement relating to our 2022 Annual Meeting of
Stockholders.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to the “Related Person Transactions” and “Director
Independence” sections of the definitive Proxy Statement relating to our 2022 Annual Meeting of Stockholders.
ITEM 14. Principal Accountant Fees and Services
Our independent registered public accounting firm is Deloitte & Touche LLP, Houston, Texas, PCAOB ID No 34.
The information required by this Item is incorporated by reference to the “Independent Auditor” section of the
definitive Proxy Statement relating to our 2022 Annual Meeting of Stockholders.
72
ITEM 15. Exhibit and Financial Statement Schedules
PART IV
(a) List of documents filed as part of this Annual Report or incorporated herein by reference.
1. Financial Statements
The following financial statements of the Registrant as set forth under Part II, Item 8 of this Annual Report on Form
10-K on the pages indicated.
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
Page in this
Form 10-K
39
41
42
43
44
45
46
All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
3. Exhibits
The exhibits listed are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
*4.1
4.2
Restated Certificate of Incorporation of Newpark Resources, Inc., incorporated by reference to Exhibit 3.1 to the
Company’s Form 10-K405 for the year ended December 31, 1998 filed on March 31, 1999 (SEC File No.
001-02960).
Certificate of Designation of Series A Cumulative Perpetual Preferred Stock of Newpark Resources, Inc.
incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on April 27, 1999
(SEC File No. 001-02960).
Certificate of Designation of Series B Convertible Preferred Stock of Newpark Resources, Inc., incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 7, 2000 (SEC File No.
001-02960).
Certificate of Rights and Preferences of Series C Convertible Preferred Stock of Newpark Resources, Inc.,
incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 4, 2001
(SEC File No. 001-02960).
Certificate of Designation, Preferences, and Rights of Series D Junior Participating Preferred Stock of the
Company, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May
28, 2020 (SEC File No. 001-02960).
Certificate of Elimination of the Series D Junior Participating Preferred Stock of Newpark Resources, Inc.,
incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 24, 2021
(SEC File No. 001-02960).
Certificate of Amendment to the Restated Certificate of Incorporation of Newpark Resources, Inc., incorporated
by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 4, 2009 (SEC File
No. 001-02960).
Certificate of Amendment to the Restated Certificate of Incorporation of Newpark Resources, Inc., incorporated
by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on July 29, 2016 (SEC File
No. 001-02960).
Amended and Restated Bylaws of Newpark Resources, Inc., dated August 12, 2020, incorporated by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 14, 2020 (SEC File No. 001-02960).
Description of Common Stock of Newpark Resources, Inc.
Specimen form of common stock certificate of Newpark Resources, Inc., incorporated by reference to the exhibit
filed with the Company’s Registration Statement on Form S-1 (SEC File No. 33-40716).
73
4.3
4.4
4.5
†10.1
†10.2
†10.3
†10.4
†10.5
†10.6
†10.7
†10.8
†10.9
†10.10
†10.11
†10.12
†10.13
†10.14
†10.15
†10.16
†10.17
Indenture, dated December 5, 2016, between Newpark Resources, Inc. and Wells Fargo Bank, National
Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
filed on December 5, 2016 (SEC File No. 001-02960).
Form of 4.00% Convertible Senior Note due 2021, incorporated by reference to Exhibit 4.2 of the Company's
Current Report on Form 8-K filed on December 5, 2016 (SEC File No. 001-02960).
Rights Agreement dated as of May 27, 2020, by and between the Company and Broadridge Corporate Issuer
Solutions, Inc., as rights agent, which includes as Exhibit B the Form of Rights Certificate, incorporated by
reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 28, 2020 (SEC File No.
001-02960).
Amended and Restated Employment Agreement, dated as of December 31, 2008, between the Newpark
Resources, Inc. and Paul L. Howes, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report
on Form 10-Q filed on May 1, 2009 (SEC File No. 001-02960).
Amendment to Amended and Restated Employment Agreement between Newpark Resources, Inc. and Paul L.
Howes dated as of April 20, 2009, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed on April 23, 2009 (SEC File No. 001-02960).
Amendment to Amended and Restated Employment Agreement between Newpark Resources, Inc. and Paul L.
Howes dated as of February 16, 2016, incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on February 18, 2016 (SEC File No. 001-02960).
Amendment to Amended and Restated Employment Agreement dated as of April 6, 2020, between Newpark
Resources, Inc. and Paul L. Howes, incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K filed on April 8, 2020 (SEC File No. 001-02960).
Amendment to Amended and Restated Employment Agreement, dated as of August 12, 2020 between Newpark
Resources, Inc. and Paul L. Howes, incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K filed on August 14, 2020 (SEC File No. 001-02960).
Amendment to Amended and Restated Employment Agreement dated May 19, 2021, between Newpark
Resources, Inc. and Paul L. Howes, incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K filed on May 24, 2021 (SEC File No. 001-02960).
Retirement and Restrictive Covenant Agreement and General Release dated August 17, 2021, between Newpark
Resources, Inc. and Paul L. Howes, incorporated by reference to Exhibit 10.2 to the Company's Current Report on
Form 8-K filed on August 23, 2021 (SEC File No. 001-02960).
Employment Agreement, dated as of October 18, 2011, between Newpark Resources, Inc. and Gregg S. Piontek,
incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 21,
2011 (SEC File No. 001-02960).
Amendment to Employment Agreement between Newpark Resources, Inc. and Gregg S. Piontek dated as of
February 16, 2016, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed
on February 18, 2016 (SEC File No. 001-02960).
Amendment to Employment Agreement and Change of Control Agreement dated as of April 6, 2020 between
Newpark Resources, Inc. and Gregg S. Piontek, incorporated by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K filed on April 8, 2020 (SEC File No. 001-02960).
Amendment to Employment Agreement and Change of Control Agreement dated May 19, 2021, between
Newpark Resources, Inc. and Gregg S. Piontek, incorporated by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K filed on May 24, 2021 (SEC File No. 001-02960).
Employment Agreement, dated as of April 22, 2016, between Newpark Resources, Inc. and Matthew S. Lanigan,
incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on July 29, 2016
(SEC File No. 001-02960).
Amendment to Employment Agreement and Change in Control Agreement dated April 6, 2020 between Newpark
Resources, Inc. and Matthew Lanigan, incorporated by reference to Exhibit 10.5 to the Company's Current Report
on Form 8-K filed on April 8, 2020 (SEC File No. 001-02960).
Amendment to Employment Agreement and Change in Control Agreement dated May 19, 2021 between
Newpark Resources, Inc. and Matthew Lanigan, incorporated by reference to Exhibit 10.5 to the Company's
Current Report on Form 8-K filed on May 24, 2021 (SEC File No. 001-02960).
Amendment to Employment Agreement dated August 17, 2021, between Newpark Resources, Inc. and Matthew
Lanigan, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August
23, 2021 (SEC File No. 001-02960).
Employment Agreement, dated as of August 15, 2018, between Newpark Resources, Inc. and Edward Chipman
Earle, incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on April
26, 2019 (SEC File No. 001-02960).
Amendment to Employment Agreement and Change in Control Agreement dated April 6, 2020 between Newpark
Resources, Inc. and E. Chipman Earle, incorporated by reference to Exhibit 10.4 to the Company's Current Report
on Form 8-K filed on April 8, 2020 (SEC File No. 001-02960).
74
†10.18
†10.19
†10.20
†10.21
†10.22
10.23
10.24
10.25
10.26
†10.27
†10.28
†10.29
†10.30
†10.31
†10.32
†10.33
†10.34
†10.35
†10.36
†10.37
†10.38
Amendment to Employment Agreement and Change in Control Agreement dated May 19, 2021 between
Newpark Resources, Inc. and E. Chipman Earle, incorporated by reference to Exhibit 10.4 to the Company's
Current Report on Form 8-K filed on May 24, 2021 (SEC File No. 001-02960).
Employment Agreement, dated as of July 2, 2019, between Newpark Resources, Inc. and David Paterson,
incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed on July 8, 2019
(SEC File No. 001-02960).
Employment Agreement, dated as of October 11, 2019, between Newpark Resources, Inc. and David Paterson,
incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on October 31,
2019 (SEC File No. 001-02960).
Amendment to Employment Agreement and Change in Control Agreement dated April 6, 2020 between Newpark
Resources, Inc. and David Paterson, incorporated by reference to Exhibit 10.3 to the Company's Current Report
on Form 8-K filed on April 8, 2020 (SEC File No. 001-02960).
Amendment to Employment Agreement and Change in Control Agreement dated May 19, 2021 between
Newpark Resources, Inc. and David Paterson, incorporated by reference to Exhibit 10.3 to the Company's Current
Report on Form 8-K filed on May 24, 2021 (SEC File No. 001-02960).
Form of Indemnification Agreement, incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report
on Form 10-Q filed on July 25, 2014 (SEC File No. 001-02960).
Indemnification Agreement, dated June 7, 2006, between the registrant and Paul L. Howes, incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 13, 2006 (SEC File No.
001-02960).
Amendment to the Indemnification Agreement between Newpark Resources, Inc. and Paul L. Howes dated
September 11, 2007, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on September 14, 2007 (SEC File No. 001-02960).
Indemnification Agreement, dated October 26, 2011, between Gregg S. Piontek and Newpark Resources, Inc.,
incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 31,
2011 (SEC File No. 001-02960).
Form of Non-Qualified Stock Option Agreement under the Newpark Resources, Inc. 2006 Equity Incentive Plan,
incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed on March 26,
2007 (SEC File No. 333-0141577).
Newpark Resources, Inc., 2008 Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.1 the
Company’s Registration Statement on Form S-8 filed on December 9, 2008 (SEC File No. 333-156010).
Form of Change of Control Agreement, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly
Report on Form 10-Q for the period ended March 31, 2008 filed on May 2, 2008 (SEC File No. 001-02960).
Newpark Resources, Inc. 2010 Annual Cash Incentive Plan, incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on April 2, 2010 (SEC File No. 001-02960).
Director Compensation Summary, incorporated by reference to Exhibit 10.13 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2017 filed on February 23, 2018 (SEC File No. 001-02960).
Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated Effective June 10, 2009),
incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on August
14, 2009 (SEC File No. 333-161378).
Amendment No. 1 to the Newpark Resources, Inc. 2006 Equity Incentive Plan (As Amended and Restated
Effective June 10, 2009), incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on
Form S-8 filed on June 9, 2011 (SEC File No. 333-174807).
Form of Non-Qualified Stock Option Agreement under the Newpark Resources, Inc. 2006 Equity Incentive Plan
(As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 4.9 to the
Company’s Registration Statement on Form S-8 filed on June 9, 2011 (SEC File No. 333-174807).
Form of Non-Qualified Stock Option Agreement under the Newpark Resources, Inc. 2006 Equity Incentive Plan
(As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to Exhibit 4.10 to
the Company’s Registration Statement on Form S-8 filed on June 9, 2011 (SEC File No. 333-174807).
Form of Non-Qualified Stock Option Agreement for Participants Outside the United States under the 2006 Equity
Incentive Plan (As Amended and Restated Effective June 10, 2009) (as amended), incorporated by reference to
Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on July 27, 2012 (SEC File No. 001-02960).
Newpark Resources, Inc. 2014 Non-Employee Directors’ Restricted Stock Plan, incorporated by reference to
Exhibit 4.7 to the Company’s Registration Statement on Form S-8 filed on May 22, 2014 (SEC File No.
333-196164).
Form of Non-Employee Director Restricted Stock Agreement under the Newpark Resources, Inc. 2014 Non-
Employee Directors’ Restricted Stock Plan, incorporated by reference to Exhibit 4.8 to the Company’s
Registration Statement on Form S-8 filed on May 22, 2014 (SEC File No. 333-196164).
75
†10.39
†10.40
Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.7 to the
Company’s Registration Statement on Form S-8 filed on May 22, 2015 (SEC File No. 333-204403).
Newpark Resources, Inc. Amended and Restated 2015 Employee Equity Incentive Plan, incorporated by
reference to Exhibit 4.8 to the Company's Registration Statement on Form S-8 filed on May 23, 2019 (SEC File
No. 333-231715).
†10.41
†10.42
†10.43
†10.44
†10.45
†10.46
†10.47
†10.48
†10.49
†10.50
†10.51
†10.52
†10.53
†10.54
†10.55
†10.56
†10.57
†10.58
Form of Restricted Stock Agreement (time vested) under the Newpark Resources, Inc. 2015 Employee Equity
Incentive Plan, incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8
filed May 22, 2015 (SEC File No. 333-204403).
Form of Restricted Stock Unit Agreement (performance-based) under the Newpark Resources, Inc. 2015
Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.9 to the Company’s Registration
Statement on Form S-8 filed May 22, 2015 (SEC File No. 333-204403).
Form of Restricted Stock Unit Agreement (retirement eligible) under the Newpark Resources, Inc. 2015
Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.10 to the Company’s Registration
Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
Form of Restricted Stock Unit Agreement (not retirement eligible) under the Newpark Resources, Inc. 2015
Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.11 to the Company’s Registration
Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
Form of Restricted Stock Unit Agreement (international) under the Newpark Resources, Inc. 2015 Employee
Equity Incentive Plan, incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on
Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
Form of Non-Qualified Stock Option Agreement (retirement eligible) under the Newpark Resources, Inc. 2015
Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.13 to the Company’s Registration
Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
Form of Non-Qualified Stock Option Agreement (not retirement eligible) under the Newpark Resources, Inc.
2015 Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.14 to the Company’s Registration
Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
Form of Non-Qualified Stock Option Agreement (international) under the Newpark Resources, Inc. 2015
Employee Equity Incentive Plan, incorporated by reference to Exhibit 4.15 to the Company’s Registration
Statement on Form S-8 filed May 22, 2015 (SEC File No. 333.204403).
Change in Control Agreement, dated as of April 22, 2016, between Newpark Resources, Inc. and Matthew S.
Lanigan, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on July
29, 2016 (SEC File No. 001-02960).
Change in Control Agreement, dated as of August 15, 2018, between Newpark Resources, Inc. and Edward
Chipman Earle, incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed
on April 26, 2019 (SEC File No. 001-02960).
Change in Control Agreement, dated as of July 2, 2019, between Newpark Resources, Inc. and David Paterson,
incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed on July 8, 2019
(SEC File No. 001-02960).
Confidentiality and Non-Competition Agreement, dated as of July 2, 2019, between Newpark Resources, Inc. and
David Paterson, incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K filed on
July 8, 2019 (SEC File No. 001-02960).
Amendment No. 1 to Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference
to Exhibit 4.8 to the Company's Registration Statement on Form S-8 filed on May 19, 2016 (333-211459).
Letter Agreement dated as of December 13, 2016 between Newpark Resources, Inc. and Paul L. Howes,
incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 15,
2016 (SEC File No. 001-02960).
Letter Agreement dated as of December 13, 2016 between Newpark Resources, Inc. and Gregg S. Piontek,
incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 15,
2016 (SEC File No. 001-02960).
Letter Agreement, dated as of July 2, 2019, between Newpark Resources, Inc. and David Paterson, incorporated
by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed on July 8, 2019 (SEC File No.
001-02960).
Amendment No. 2 to Newpark Resources, Inc. 2015 Employee Equity Incentive Plan, incorporated by reference
to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 filed on May 18, 2017 (SEC File No.
333-218072).
Newpark Resources, Inc. Amended and Restated Employee Stock Purchase Plan, incorporated by reference to
Exhibit 4.7 to the Company’s Registration Statement on Form S-8 filed on May 18, 2017 (SEC File No.
333-218074).
76
†10.59
†10.60
Newpark Resources, Inc. Long-Term Cash Incentive Plan, incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on June 15, 2017 (SEC File No. 001-02960).
Form of Time-Based Cash Award Agreement under the Newpark Resources, Inc. Long-Term Cash Incentive
Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 15,
2017 (SEC File No. 001-02960).
†10.61
†10.62
†10.63
†10.64
†10.65
†10.66
†10.67
10.68
10.69
10.70
10.71
*21.1
*23.1
*31.1
*31.2
**32.1
**32.2
*95.1
Form of Performance-Based Cash Award Agreement under the Newpark Resources, Inc. Long-Term Cash
Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on
June 15, 2017 (SEC File No. 001-02960).
Form of Performance-Based Cash Award Agreement under the Newpark Resources, Inc. Long-Term Cash
Incentive Plan, incorporated by reference to Exhibit 10.8 of the Company's Quarterly Report on Form 10-Q filed
on July 31, 2019 (SEC File No. 001-02960).
Form of Cash Retention Award Agreement dated August 17, 2021, incorporated by reference to Exhibit 10.3 to
the Company's Current Report on Form 8-K filed on August 23, 2021 (SEC File No. 001-02960).
Form of Non-Employee Director Cash Award Agreement, incorporated by reference to Exhibit 10.6 of the
Company's Quarterly Report on Form 10-Q filed on August 4, 2020 (SEC File No. 001-02960).
Newpark Resources, Inc. Retirement Policy for U.S. Employees, as amended, Approved and Adopted April 6,
2015, amended as of May 20, 2020, incorporated by reference to Exhibit 10.7 of the Company's Quarterly Report
on Form 10-Q filed on August 4, 2020 (SEC File No. 001-02960).
Newpark Resources, Inc. U.S. Executive Severance Plan, incorporated by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q filed on November 4, 2020 (SEC File No. 001-02960).
Newpark Resources, Inc. Change in Control Plan, incorporated by reference to Exhibit 10.75 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 26, 2021 (SEC File No.
001-02960).
Purchase Agreement, dated November 29, 2016, by and between Newpark Resources, Inc. and Credit Suisse
Securities (USA) LLC, as representative of the several initial purchasers named therein, incorporated by reference
to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on December 5, 2016 (SEC File No.
001-02960).
Amended and Restated Credit Agreement dated October 17, 2017 by and among Newpark Resources, Inc.,
Newpark Drilling Fluids LLC, Newpark Mats & Integrated Services LLC, Excalibar Minerals LLC and Dura-
Base Nevada, Inc., as borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/
C Issuer, and the other Lenders party hereto, incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed on October 18, 2017 (SEC File No. 001-02960).
First Amendment to Amended and Restated Credit Agreement and Amended and Restated Security Agreement,
dated as of March 20, 2019, by and among Newpark Resources, Inc., Newpark Drilling Fluids LLC, Newpark
Mats & Integrated Services LLC, Excalibar Minerals LLC and Dura-Base Nevada, Inc., as borrowers, Bank of
America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other Lenders party
thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March
21, 2019 (SEC File No. 001-02960).
Cooperation Agreement, by and between Newpark Resources, Inc., Bradley L. Radoff and The Radoff Family
Foundation, dated February 17, 2022, incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on February 18, 2022 (SEC File No. 001-02960).
Subsidiaries of the Registrant.
Consent of Independent Registered Public Accounting Firm.
Certification of Paul L. Howes pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Gregg S. Piontek pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Paul L. Howes pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Certification of Gregg S. Piontek pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Reporting requirements under the Mine Safety and Health Administration.
77
*101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document
*101.SCH Inline XBRL Schema Document
*101.CAL Inline XBRL Calculation Linkbase Document
*101.LAB Inline XBRL Label Linkbase Document
*101.PRE Inline XBRL Presentation Linkbase Document
*101.DEF Inline XBRL Definition Linkbase Document
*104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
† Management compensation plan or agreement.
* Filed herewith.
** Furnished herewith.
ITEM 16. Form 10-K Summary
None.
78
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
NEWPARK RESOURCES, INC.
By: /s/ Paul L. Howes
Paul L. Howes
Chief Executive Officer
Dated: February 25, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures
Title
Date
/s/ Paul L. Howes
Paul L. Howes
/s/ Gregg S. Piontek
Gregg S. Piontek
/s/ Douglas L. White
Douglas L. White
/s/ Anthony J. Best
Anthony J. Best
/s/ G. Stephen Finley
G. Stephen Finley
/s/ Roderick A. Larson
Roderick A. Larson
/s/ Michael A. Lewis
Michael A. Lewis
/s/ John C. Mingé
John C. Mingé
/s/ Rose M. Robeson
Rose M. Robeson
Chief Executive Officer and Director
(Principal Executive Officer)
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Vice President, Chief Accounting Officer and
Treasurer
(Principal Accounting Officer)
February 25, 2022
February 25, 2022
February 25, 2022
Chairman of the Board
February 25, 2022
February 25, 2022
February 25, 2022
February 25, 2022
February 25, 2022
February 25, 2022
Director
Director
Director
Director
Director
79
DIRECTORS
ANTHONY J. BEST
G. STEPHEN FINLEY
Chairman of the Board,
Retired President and
Chief Executive Officer,
SM Energy Company
Retired Senior Vice President
Finance and Administration
and Chief Financial Officer,
Baker Hughes Incorporated
MATTHEW S. LANIGAN
President and
Chief Executive Officer
RODERICK A. LARSON
MICHAEL A. LEWIS
CLAUDIA M. MEER
JOHN C. MINGÉ
ROSE M. ROBESON
President and
Chief Executive Officer,
Oceaneering International, Inc.
Retired Interim President and
Senior Vice President,
Electric Operations,
Pacific Gas & Electric Corporation
Co-founder and CEO, CoreMax
Consulting
Retired Chairman and President,
BP America
Retired Vice President and
Chief Financial Officer,
General Partner of DCP Mid-
stream Partners LP
DONALD W. YOUNG
Managing Member, Race Rock
Group LLC
EXECUTIVE OFFICERS
MATTHEW S. LANIGAN
GREGG S. PIONTEK
E. CHIPMAN EARLE
LORI A. BRIGGS
DAVID A. PATERSON
DOUGLAS L. WHITE
President and
Chief Executive Officer
Senior Vice President and
Chief Financial Officer
Vice President,
General Counsel,
Chief Administrative Officer,
Chief Compliance Officer
and Corporate Secretary
Vice President and President,
Industrial Solutions
Vice President and President,
Fluids Systems
Vice President,
Chief Accounting Officer and
Treasurer
CORPORATE INFORMATION
NEWPARK RESOURCES, INC.
CORPORATE HEADQUARTERS
9320 Lakeside Blvd., Suite 100
The Woodlands, Texas 77381
INVESTOR RELATIONS CONTACT
GREGG S. PIONTEK
Senior Vice President and
Chief Financial Officer
Phone: 281-362-6800
Fax: 281-362-6801
E-mail: gpiontek@newpark.com
AUDITORS
DELOITTE & TOUCHE LLP
Houston, Texas
TRANSFER AGENT
BROADRIDGE CORPORATE
ISSUER SOLUTIONS, INC.
P.O. Box 1342
Brentwood, NY 11717
Phone: 1-800-586-1741
ANNUAL MEETING
The Annual Meeting of Shareholders
of Newpark Resources, Inc. will be held on
Thursday, May 19, 2022, at 10 a.m. CDT, at
Newpark Corporate Offices
9320 Lakeside Blvd., Suite 100
The Woodlands, Texas 77381
COMMON STOCK LISTED
NEW YORK STOCK EXCHANGE
Symbol - NR
CORE VALUES
SAFETY
INTEGRITY
RESPECT
EXCELLENCE
Protecting each other like
family, while sustaining the
environment in which we work
Acting honestly, ethically and
responsibly in all aspects
of our business
Dealing fairly and openly
with employees, customers,
suppliers and community
Delivering value through
performance, innovation and
service quality
ACCOUNTABILITY
Using good judgment and taking
responsibility for our actions
CORPORATE HEADQUARTERS
9320 Lakeside Blvd., Suite 100
The Woodlands, TX 77381
(281) 362-6800
www.newpark.com