<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1996
REGISTRATION NO. 333-05805
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
NEWPARK RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 72-1123385
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NO.)
3850 NORTH CAUSEWAY, SUITE 1770
METAIRIE, LOUISIANA 70002
(504) 838-8222
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
JAMES D. COLE, PRESIDENT
NEWPARK RESOURCES, INC.
3850 NORTH CAUSEWAY, SUITE 1770
METAIRIE, LOUISIANA 70002
(504) 838-8222
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Copies to:
BERTRAM K. MASSING, ESQ. ROBERT F. GRAY, JR.
ERVIN, COHEN & JESSUP FULBRIGHT & JAWORSKI L.L.P.
9401 WILSHIRE BOULEVARD 1301 MCKINNEY, SUITE 5100
BEVERLY HILLS, CALIFORNIA 90212 HOUSTON, TEXAS 77010-3095
(310) 281-6366 (713) 651-5100
----------------
Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JULY 17, 1996
3,000,000 Shares
Newpark Resources, Inc.
Common Stock
($.01 par value)
--------
All the shares of Common Stock (the "Shares") of Newpark Resources, Inc.
("Newpark" or the "Company") offered hereby are being sold by the
Company (the "Offering"). Newpark's Common Stock is listed on the New
York Stock Exchange under the symbol "NR". On July 16, 1996, the
reported last sale price of the Common Stock on The New York
Stock Exchange Composite Tape was $37 per share.
A substantial portion of the net proceeds of the Offering will be used to
fund the acquisition of certain of the assets of Campbell Wells, Ltd.
(the "Acquisition"). The closing of the Offering will occur
concurrently with, and is conditioned upon, the closing of the
Acquisition. See "The Acquisition".
--------
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS" BEGINNING ON PAGE 9.
--------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public Commissions Newpark(1)
<S> <C> <C> <C>
Per Share.................................. $ $ $
Total(2)................................... $ $ $
</TABLE>
(1) Before deduction of expenses payable by Newpark estimated at $ .
(2) Newpark has granted the Underwriters an option, exercisable for 30 days
from the date of this Prospectus, to purchase a maximum of 450,000
additional shares to cover over-allotments of shares. If the option is
exercised in full, the total Price to Public will be $ , Underwriting
Discounts and Commissions will be $ and Proceeds to Newpark will be
$ .
--------
The Shares are offered by the several Underwriters when, as and if issued by
Newpark, delivered to and accepted by the Underwriters and subject to their
right to reject orders in whole or in part. It is expected that the Shares will
be ready for delivery on or about , 1996.
CS First Boston
Deutsche Morgan Grenfell
The Robinson-Humphrey Company, Inc.
Jefferies & Company, Inc.
The date of this Prospectus is , 1996.
<PAGE>
<TABLE>
<C> <C>
Newpark's NOW and NORM transfer facilities at Port Arthur,
[PHOTOGRAPH APPEARS HERE] Texas, handle large volumes of waste en route to disposal facilities
at Fannett (NOW) and Big Hill (NORM).
Newpark's NORM processing and injection disposal facility [PHOTOGRAPH APPEARS HERE]
at Big Hill, Texas.
[PHOTOGRAPH APPEARS HERE] An injection well at the Big Hill, Texas, facility.
[PHOTOGRAPH APPEARS HERE] [PHOTOGRAPH APPEARS HERE]
A drilling site in the transition zone utilizing the Wetlands application of mats for a highway construction
patented mat system for both the site and the access project near Savannah, Georgia.
road through the marsh.
</TABLE>
2
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS, MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DURING THIS OFFERING, CERTAIN PERSONS AFFILIATED WITH PERSONS PARTICIPATING
IN THE DISTRIBUTION MAY ENGAGE IN TRANSACTIONS FOR THEIR OWN ACCOUNTS OR FOR
THE ACCOUNTS OF OTHERS IN SHARES OF COMMON STOCK PURSUANT TO EXEMPTIONS FROM
RULES 10B-6, 10B-7 AND 10B-8 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT").
AVAILABLE INFORMATION
Newpark is subject to the informational requirements of the Exchange Act and
in accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at 7 World Trade Center, 13th Floor, New York,
NY 10048 and 500 West Madison Street, Suite 1400, Chicago, IL 60661. Copies of
such material can be obtained from the Public Reference section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates, and on the World Wide Web at "http://www.sec.gov".
Newpark's Common Stock is traded on the New York Stock Exchange, and such
reports and other information also can be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, NY 10005.
Newpark has filed with the Commission a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
securities offered hereby. This Prospectus does not contain all the
information set forth in the registration statement and the exhibits thereto,
to which reference is hereby made. Statements made in this Prospectus as to
the contents of any contract, agreement or other document are not necessarily
complete. With respect to each such contract, agreement or other document
filed as an exhibit to the registration statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement is qualified in its entirety by such reference. Any interested
parties may inspect the registration statement, without charge, at the public
reference facilities of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, and any interested parties may obtain copies of all or any part of
the registration statement from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Newpark's Annual Report on Form 10-K for the year ended December 31, 1995
filed by Newpark with the Commission is incorporated by reference into this
Prospectus.
All documents filed by Newpark pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference into this Prospectus and made a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified, to constitute a part of
this Prospectus.
Newpark will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon written or oral request, a copy of any and all
documents incorporated by reference in this Prospectus, other than exhibits to
such documents, unless such exhibits are specifically incorporated by
reference in such documents. Requests should be directed to Ms. Edah Keating,
Corporate Secretary, Newpark Resources, Inc., 3850 North Causeway, Suite 1770,
Metairie, Louisiana 70002, or by telephone at (504) 838-8222.
3
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and the consolidated financial
statements, including the notes thereto, appearing elsewhere or incorporated by
reference in this Prospectus. Unless otherwise indicated, (i) all information
in this Prospectus assumes that the Underwriters' over-allotment option has not
been exercised, (ii) all references in this Prospectus to "Newpark" or the
"Company" include Newpark's subsidiaries, unless the context otherwise
requires, and (iii) all share and per share data in this Prospectus have been
adjusted to reflect the 5% stock dividend paid by Newpark effective December
1995.
THE COMPANY
Newpark is a leading provider of integrated environmental services to the oil
and gas exploration and production industry in the U.S. Gulf Coast area,
principally in Louisiana and Texas. These services are concentrated in three
key product lines: (i) processing and disposal of nonhazardous oilfield waste
("NOW"); (ii) processing and disposal of similar oilfield waste that is
contaminated with naturally occurring radioactive material ("NORM"); and (iii)
mat rental services in which patented prefabricated wooden mats are used as
temporary worksites in oilfield and other construction applications.
Over the past few years, Newpark has benefited from a stricter regulatory
environment surrounding the exploration for and the production of oil and gas.
In addition, Newpark's primary U.S. Gulf Coast service area is experiencing
increased oil and gas exploration and production activities. Consequently,
Newpark's sales increased to $98 million in 1995, from $56.3 million in 1993,
and net earnings increased to $12.2 million in 1995, compared to $2.4 million
in 1993. Including the Campbell Wells, Ltd., operations to be acquired by
Newpark concurrently with the closing of this Offering, Newpark would have had,
on a pro forma basis, 1995 sales of $116.8 million and 1995 net earnings of
$16.5 million, without taking into account the full benefit of potential cost
savings resulting from the Acquisition.
OILFIELD WASTE DISPOSAL AND OTHER ENVIRONMENTAL SERVICES
Newpark collects, processes and disposes of oilfield waste, primarily NOW and
NORM. Newpark also treats NOW at the well site, remediates waste pits and
provides general oilfield services. In its NOW processing and disposal
business, Newpark processes the majority of the NOW received at its facilities
for injection into environmentally secure geologic formations deep underground
and creates from the remainder a product which is used as intermediate daily
cover material or cell liner and construction material at municipal waste
landfills. Since the fourth quarter of 1994, Newpark has provided processing
and disposal of NOW waste that is contaminated with NORM by processing the
waste into NOW for injection disposal into wells owned by Newpark. On May 21,
1996, Newpark was issued a license from the Texas Railroad Commission
authorizing the direct injection of NORM into disposal wells at Newpark's Big
Hill, Texas, facility. The direct injection of NORM permitted under the new
license expands Newpark's NORM disposal capacity and significantly reduces the
amount of pre-injection processing and chemicals required, thereby reducing
Newpark's cost of disposal. On June 10, 1996, Newpark amended an agreement with
a major oil company to provide for a NORM waste disposal project, which Newpark
estimates will require disposal of more than 200,000 barrels of NORM and
related NOW and generate revenues of approximately $10 million over the first
12 months of the project.
Newpark also provides industrial waste management, laboratory and consulting
services for the customers of its NOW and NORM services. Newpark's offsite
waste processing operations utilize a combination of proprietary preparation
technology to blend the waste into an injectable slurry and specific
underground geology into which the slurry is injected.
4
<PAGE>
MAT RENTAL
Newpark uses a patented interlocking wooden mat system to provide temporary
worksites in unstable soil conditions typically found along the U.S. Gulf
Coast. Prior to 1994, Newpark's mat rental services were provided primarily to
the oil and gas exploration and production industry. In 1994, Newpark began
marketing these temporary worksites to other industries. Increasing
environmental regulation affecting the construction of pipelines, electrical
distribution systems and highways in and through wetlands environments has
provided a substantial new outlet for these services and has broadened the
geographic area served by Newpark to include the coastal areas of the
Southeastern U.S., particularly Florida and Georgia, in addition to the U.S.
Gulf Coast. Mat rental revenue has increased from $11 million in 1990 to $31
million in 1995. In anticipation of increased demand for hardwood lumber used
in construction of its mats, Newpark purchased a sawmill in Batson, Texas, in
October 1992. Newpark has since doubled the capacity of the sawmill and expects
to fully utilize such capacity in serving its mat rental business.
The recent trend toward more strict environmental regulation of both drilling
and production operations conducted by Newpark's customers has resulted in
greater synergy between Newpark's mat rental and general oilfield construction
services and its other environmental services. Newpark offers its services
individually and as an integrated package and provides a comprehensive
combination of on-site waste management and construction services for both the
drilling of new sites and the remediation of existing sites.
STRATEGY
Newpark's growth strategy is focused on expanding its NOW and NORM processing
business and its mat rental business. By using proprietary technologies and
know-how in the processing of NOW and NORM and patented prefabricated mats,
Newpark believes it offers superior products and services. In addition, Newpark
believes that expansion opportunities exist in markets outside the U.S. Gulf
Coast, including foreign markets such as Venezuela, where heightened concerns
about environmental issues should increase demand for Newpark's products and
services.
Key elements of Newpark's growth strategy are:
. Expanding its NORM processing business by utilizing the increased
capacity and reduced cost that can be achieved through the direct
injection of NORM, as authorized under the terms of Newpark's recently
awarded direct injection license, to encourage large volume contracts;
. Expanding its NOW and NORM processing capacity, while more efficiently
handling the large quantities of waste generated from drilling and
remediation;
. Applying its direct injection technology to other non-hazardous
industrial waste markets;
. Expanding its mat rental business into other industries and other
geographic areas, domestically and internationally; and
. Extending its integrated environmental services and providing a
comprehensive integrated combination of on-site waste management and
construction services throughout the U.S. Gulf Coast region.
Newpark was organized in 1932 as a Nevada corporation and in April 1991
changed its state of incorporation to Delaware. Newpark's principal executive
offices are located at 3850 North Causeway Boulevard, Suite 1770, Metairie,
Louisiana 70002, and its telephone number is (504) 838-8222.
5
<PAGE>
THE ACQUISITION
On June 5, 1996, Newpark entered into an Asset Purchase and Lease Agreement
(the "Acquisition Agreement") with Sanifill, Inc. ("Sanifill") and Campbell
Wells, Ltd. ("Campbell Wells"), a wholly owned subsidiary of Sanifill, for the
purchase and lease of certain marine related assets of the NOW service business
of Campbell Wells (the "Acquired Business"), for an aggregate price of $70.5
million (the "Acquisition"). For the year ended December 31, 1995, Campbell
Wells' revenue from the Acquired Business was approximately $19 million.
Upon consummation of the Acquisition, Newpark will assume a NOW Disposal
Agreement (the "Disposal Agreement") with Campbell Wells and Sanifill providing
for the delivery by Newpark of an agreed annual quantity of NOW for disposal at
certain of Campbell Wells' landfarming facilities, none of which are being
acquired by Newpark. Also upon consummation of the Acquisition, Sanifill will
agree, with certain limitations, that it and its affiliates will not compete
with Newpark in the site remediation and closure business or in the collection
and disposal of NOW generated in a marine environment or transported in marine
vessels within the States of Louisiana, Texas, Mississippi and Alabama, and in
the Gulf of Mexico, for a period of five years from the closing of the
Acquisition.
The purchase price for the Acquisition and the related transaction costs will
be financed with the net proceeds of this Offering. The closing of this
Offering will occur concurrently with, and is conditioned upon, the closing of
the Acquisition.
Newpark believes that the Acquisition will provide economies of scale as
Newpark will be able to handle substantially higher volumes of NOW waste
through its facilities. While Newpark is acquiring from Campbell Wells
facilities and equipment used in the collection, transfer and treatment of NOW,
including docks, transfer stations and barges, Newpark intends to consolidate
these facilities and equipment with Newpark's existing or newly expanded
facilities, allowing Newpark to enjoy significant on-going consolidation
benefits. Such consolidation is expected to result in a one-time restructuring
charge against Newpark's third quarter earnings, which charge Newpark currently
estimates to be approximately $2.0 million before taxes.
For further information regarding the Acquisition, see "The Acquisition" and
"Use of Proceeds".
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by Newpark............... 3,000,000 shares
Common Stock to be outstanding after this
Offering (1)................................. 13,963,245 shares
Use of Proceeds............................... To finance the purchase price of
the Acquisition and to repay
indebtedness which may be
reborrowed for future expansion
New York Stock Exchange Symbol................ NR
</TABLE>
- --------
(1) Assumes no exercise of outstanding stock options, which, if fully
exercised, would result in the issuance of an additional 858,172 shares of
Common Stock.
6
<PAGE>
SUMMARY HISTORICAL FINANCIAL INFORMATION
The following table sets forth summary historical financial information of
Newpark for the five years ended December 31, 1995 and three months ended March
31, 1996 and 1995. The summary historical financial information for the five
years ended December 31, 1995 set forth below is derived from the audited
consolidated financial statements of Newpark. The summary historical financial
information for the three months ended March 31, 1996 and 1995 is derived from
the unaudited consolidated financial statements of Newpark included elsewhere
in this Prospectus.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEARS ENDED DECEMBER 31,
----------------- -------------------------------------------
1996 1995 1995 1994 1993 1992 1991
-------- -------- -------- -------- ------- ------- -------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Revenues................ $ 26,767 $ 22,209 $ 97,982 $ 79,632 $56,330 $49,457 $44,635
Operating income from
continuing operations.. 6,092 3,711 20,980 11,891 4,392 4,961 4,734
Income from continuing
operations before
provision for income
taxes.................. 5,215 2,913 16,987 9,309 3,118 4,132 3,064
Provision (benefit) for
income taxes........... 1,899 423 4,751 (85) (1,670) 51 73
-------- -------- -------- -------- ------- ------- -------
Income from continuing
operations............. 3,316 2,490 12,236 9,394 4,788 4,081 2,991
-------- -------- -------- -------- ------- ------- -------
Net income.............. $ 3,316 $ 2,490 $ 12,236 $ 9,394 $ 2,422 $ 5,286 $ 2,503
======== ======== ======== ======== ======= ======= =======
Income per common share:
Income from continuing
operations............. $ .31 $ .24 $ 1.16 $ .90 $ .49 $ .43 $ .46
-------- -------- -------- -------- ------- ------- -------
Net income per common
share.................. $ .31 $ .24 $ 1.16 $ .90 $ .25 $ .55 $ .38
======== ======== ======== ======== ======= ======= =======
Weighted average shares
outstanding............ 10,650 10,375 10,568 10,422 9,690 9,564 6,521
======== ======== ======== ======== ======= ======= =======
<CAPTION>
AS OF MARCH 31, AS OF DECEMBER 31,
----------------- -------------------------------------------
1996 1995 1995 1994 1993 1992 1991
-------- -------- -------- -------- ------- ------- -------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital......... $ 31,026 $ 16,666 $ 32,108 $ 13,585 $ 5,361 $ 4,900 $12,121
Total assets............ 156,040 114,386 152,747 110,756 90,316 75,478 53,454
Short-term debt......... 10,113 8,566 7,911 10,032 14,928 12,212 1,377
Long-term debt.......... 46,907 30,110 46,724 28,892 12,446 10,432 3,774
Total stockholders'
equity................. 81,444 66,488 77,518 63,699 53,353 45,658 40,239
</TABLE>
7
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION
The following table sets forth summary historical financial information and
pro forma financial information of Newpark for the year ended December 31, 1995
and the three months ended March 31, 1996. The summary historical financial
information for the year ended December 31, 1995 set forth below is derived
from the Consolidated Financial Statements of Newpark included elsewhere in
this Prospectus, which have been audited by Deloitte & Touche LLP, independent
auditors. The summary historical financial information for the three months
ended March 31, 1996 is derived from the unaudited Consolidated Financial
Statements of Newpark included elsewhere in this Prospectus. The summary pro
forma information provides financial information giving effect to this
Offering, the Acquisition and the repayment of indebtedness as described in
"Use of Proceeds" for the periods presented. The pro forma information is
provided for informational purposes only and is not necessarily indicative of
actual results that would have been achieved had this Offering and the
Acquisition been consummated at the beginning of the periods presented, or of
future results. Management expects to implement net cost reductions which are
not reflected in the pro forma statements of income. These cost reductions are
related to the consolidation of certain duplicate administrative and personnel
costs. See "Pro Forma Financial Information".
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, 1995 MARCH 31, 1996
-------------------------- -----------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA
----------- ------------- ---------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues..................... $ 97,982 $ 116,819 $ 26,767 $ 32,359
Cost of services provided.... 64,467 76,474 17,599 21,138
Operating costs.............. 9,414 10,128 2,359 3,205
General and administrative
expenses..................... 2,658 4,604 717 1,206
Provision for uncollectible
accounts and notes
receivable................... 463 463 -- --
----------- ----------- ---------- ----------
Operating income from
continuing operations....... 20,980 25,150 6,092 6,810
Interest income.............. (183) (183) (30) (30)
Interest expense............. 3,740 1,410 907 346
Non-recurring expense........ 436 436 -- --
----------- ----------- ---------- ----------
Income from continuing
operations before provision
for income taxes............ 16,987 23,487 5,215 6,494
Provision for income taxes... 4,751 7,002 1,899 2,327
----------- ----------- ---------- ----------
Net income................... $ 12,236 $ 16,485 $ 3,316 $ 4,167
=========== =========== ========== ==========
Income per common share:
Net income per common
share..................... $ 1.16 $ 1.22 $ .31 $ .31
=========== =========== ========== ==========
Weighted average shares
outstanding............... 10,568 13,568 10,650 13,650
=========== =========== ========== ==========
<CAPTION>
AS OF DECEMBER 31, 1995 AS OF MARCH 31, 1996
-------------------------- -----------------------
ACTUAL PRO FORMA ACTUAL PRO FORMA
----------- ------------- ---------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.............. $ 32,108 $ 33,108 $ 31,026 $ 32,026
Total assets................. 152,747 230,327 156,040 233,596
Short-term debt.............. 7,911 7,911 10,113 10,113
Long-term debt............... 46,724 19,507 46,907 19,690
Total stockholders' equity... 77,518 176,235 81,444 180,161
</TABLE>
8
<PAGE>
RISK FACTORS
In addition to the other information contained in or incorporated by
reference into this Prospectus, prospective investors should carefully
consider the following factors relating to the business of Newpark in
evaluating an investment in the Common Stock.
DEPENDENCE ON OIL AND GAS INDUSTRY
Demand for Newpark's environmental and oilfield services depends in large
part upon the level of exploration and production of oil and gas and the
industry's willingness to spend capital on environmental and oilfield
services. This in turn depends on oil and gas prices, expectations about
future prices, the cost of exploring for, producing and delivering oil and
gas, the discovery rate of new oil and gas reserves and the ability of oil and
gas companies to raise capital. Domestic and international political,
military, regulatory and economic conditions also affect the industry. Prices
for oil and gas historically have been extremely volatile and have reacted to
changes in the supply of and the demand for oil and natural gas, domestic and
worldwide economic conditions and political instability in oil producing
countries. No assurance can be given that current levels of oil and gas
activities will be maintained or that demand for Newpark's services will
reflect the level of such activities. Prices for oil and natural gas are
expected to continue to be volatile and affect the demand for Newpark's
services. A material decline in oil or natural gas prices or activities could
materially affect the demand for the Company's services and, therefore, the
Company's results of operations and financial condition.
IMPACT OF GOVERNMENTAL REGULATIONS
Newpark believes that the demand for its principal environmental services is
directly related to state regulation of NOW and NORM. Any rescission or
relaxation of such regulations, or a failure of governmental authorities to
enforce such regulations, could result in decreased demand for the Company's
services and, therefore, could materially affect the Company's results of
operations and financial condition. Newpark's business may also be adversely
affected by new regulations or changes in other applicable regulations. For
example, in 1993, the Louisiana market for Newpark's pit closure and site
remediation services was drastically curtailed as a result of uncertainty
caused by proposed changes in regulations governing the possession, use,
transfer and disposition of NORM. This uncertainty was resolved by the
adoption of new regulations in January 1995.
NOW is currently exempt from the principal Federal statute governing the
handling and disposal of hazardous waste. In recent years, proposals have been
made to rescind this exemption. The repeal or modification of the exemption
covering NOW or modification of applicable regulations or their interpretation
regarding the treatment and/or disposal of NOW or NORM waste could require
Newpark to alter significantly its method of doing business. Such repeal or
modification could have a material adverse effect on Newpark's results of
operations and financial condition.
LOW BARRIERS TO ENTRY; LOSS OF TECHNOLOGY RIGHTS
Although Newpark has applied for U.S. patents on certain aspects of its
system for processing NOW and NORM, there is no assurance, even if such
patents are granted, that such patents will give Newpark a meaningful
competitive advantage. Barriers to entry by competitors for the Company's
environmental and oilfield services are low. Therefore, competitive products
and services have been and may be successfully developed and marketed by
others. In addition, the environmental services business in the oilfield could
be impacted by future technological change and innovation, which could result
in a reduction in the amount of waste being generated or alternative methods
of disposal being developed.
INCREASED COMPETITION
The processing of NOW and NORM waste is a relatively new industry.
Competition in this market can be expected to increase as the industry
develops. In the meantime, Newpark expects to encounter significant
competition from third party competitors in connection with any proposed
expansion into additional geographic areas and services. Newpark also faces
competition from oil and gas producing customers who are continually
9
<PAGE>
seeking to enhance and develop their own methods of disposal instead of
utilizing the services of third party NOW and NORM disposal companies such as
Newpark. The desire to use such internal disposal methods or of third parties
to enter the disposal market could be increased by future technological change
and innovation and limits the ability of Newpark to increase prices. The
increased use by Newpark's oil and gas producing customers of their own
disposal methods and other competitive factors could have a material adverse
effect on Newpark's results of operations and financial condition.
FAILURE TO COMPLY WITH GOVERNMENTAL REGULATIONS
Newpark's business is subject to numerous and continually evolving Federal,
state and local laws, regulations and policies that govern environmental
protection, zoning and other matters. If existing regulatory requirements
change, Newpark may be required to make significant unanticipated capital and
operating expenditures. Although Newpark believes that it is presently in
material compliance with applicable laws and regulations, there is no
assurance that it will be deemed to be in compliance in the future.
Governmental authorities may seek to impose fines and penalties on Newpark or
to revoke or deny the issuance or renewal of operating permits for failure to
comply with applicable laws and regulations. Under such circumstances, Newpark
might be required to curtail or cease operations or conduct site remediation
until a particular problem is remedied, which could have a material adverse
effect on Newpark's results of operations and financial condition.
POTENTIAL ENVIRONMENTAL LIABILITY; INSUFFICIENCY OF INSURANCE
Newpark's business exposes it to risks such as the potential for harmful
substances escaping into the environment resulting in personal injury or loss
of life, severe damage to or destruction of property, environmental damage and
suspension of operations. The current and past activities of Newpark and the
activities of its former divisions and subsidiaries could result in the
imposition of substantial environmental, regulatory and other liabilities on
Newpark, including the costs of cleanup of contaminated sites and site closure
obligations. Such liabilities could also be imposed on the basis of
negligence, strict liability, breach of contract with customers or, in many
instances, as a result of contractual indemnification by Newpark of its
customers in the normal course of its business. Injection wells have been used
for many years for disposal of oilfield waste; however, certain aspects of
Newpark's technology have not been used previously by others and its future
performance is uncertain.
While Newpark maintains liability insurance, the insurance is subject to
coverage limits and certain policies exclude coverage for damages resulting
from environmental contamination. Although there are currently numerous
sources from which such coverage may be obtained, there can be no assurance
that insurance will continue to be available to Newpark on commercially
reasonable terms, that the possible types of liabilities that may be incurred
by Newpark will be covered by its insurance, that Newpark's insurance carriers
will be able to meet their obligations under the policies or that the dollar
amount of such liabilities will not exceed Newpark's policy limits. Even a
partially uninsured claim, if successful and of significant magnitude, could
have a material adverse effect on Newpark's results of operations and
financial condition.
FAILURE TO INTEGRATE ACQUIRED BUSINESS
The Acquisition is significantly larger than Newpark's previous acquisitions
and significantly increases the size of Newpark's operations. Campbell Wells'
net sales for 1995 from the Acquired Business were approximately $19 million,
and Newpark's net sales for 1995 were approximately $98 million. Successful
integration of the Acquired Business will depend primarily on Newpark's
ability to manage this additional business and eliminate redundancies and
excess costs. Material failure or substantial delay in accomplishing such
integration could have a material adverse effect on Newpark's results of
operations and financial condition.
RELIANCE ON KEY PERSONNEL
Newpark is dependent upon the efforts and talents of its executive officers
and certain key personnel. Loss of the services of one or more of these
persons could adversely affect the operations of Newpark.
10
<PAGE>
PREFERRED STOCK
The Board of Directors of Newpark is authorized to issue, without further
stockholder action, up to 1,000,000 shares of Preferred Stock with rights that
could adversely affect the rights of holders of Newpark Common Stock. No
shares of Preferred Stock are presently outstanding, and Newpark has no
present plans to issue any such shares. The issuance of shares of Preferred
Stock under certain circumstances could have the effect of delaying, deterring
or preventing a change in control of Newpark or other corporate action and of
discouraging bids for Newpark Common Stock at a premium.
THE ACQUISITION
On June 5, 1996, Newpark entered into the Acquisition Agreement with
Sanifill and Campbell Wells for the purchase and lease of certain marine
related assets of Campbell Wells' NOW service business, excluding its
landfarming facilities and associated equipment, for an aggregate purchase
price of $70.5 million. Upon consummation of the Acquisition, Newpark will
assume obligations under the Disposal Agreement with Sanifill and Campbell
Wells, providing for the delivery by Newpark for a period of 25 years of an
agreed annual quantity of NOW waste for disposal at certain of Campbell Wells'
landfarming facilities.
BUSINESS OF CAMPBELL WELLS
Campbell Wells, a wholly-owned subsidiary of Sanifill, provides NOW
processing and disposal at four landfarming facilities located in Louisiana
(the "Landfarms") and one facility in Zapata County, Texas (the "Zapata
Facility"). Landfarming is a method of remediating NOW in surface-level
treatment cells that generally consists of rinsing out salts, degrading
organic compounds and drying the resultant material to a soil-like form. Since
April 1994, Campbell Wells has operated a NORM processing facility in
Lacassine, Louisiana (the "Lacassine Facility"). As part of its disposal
service, Campbell Wells collects and arranges for the transportation of wastes
from its transfer facilities to its landfarming facilities. Campbell Wells
also disposes of nonhazardous oil and gas related wastes at the Zapata
Facility, and a portion of this facility is utilized to dewater and stabilize
sludges, drilling muds and other liquids into solid waste materials which are
disposed of in disposal cells located on the site. For the year ended December
31, 1995, Campbell Wells' revenue from its NOW and NORM operations was
approximately $31 million, of which approximately $19 million was generated by
the Acquired Business.
DESCRIPTION OF ACQUISITION AGREEMENT
Assets to be Purchased. Under the Acquisition Agreement, Newpark will (a)
assume leases (for their remaining useful life) associated with Campbell
Wells' eight marine docks, including docks at three of the Landfarms, and five
transfer stations in the State of Louisiana that are used in the collection,
transfer and treatment of NOW, (b) purchase and lease (for their remaining
useful life) all of Campbell Wells' or Sanifill's interest in (i) all barges
and marine facilities used to transport NOW to the acquired docks and transfer
stations, (ii) all equipment at the acquired docks and transfer stations and
(iii) all pit remediation equipment, computers and related software, licenses
or rights, office equipment, office furniture, goodwill and all other assets
used in the NOW business not specifically excluded under the Acquisition
Agreement. Newpark also will acquire all of the capital stock of a Sanifill
subsidiary that has entered into the Disposal Agreement.
Assets Excluded. Newpark will not be acquiring any interest in any of the
Landfarms or their associated operating equipment, the Lacassine Facility and
its associated assets or the Zapata Facility and its associated assets.
Newpark also will not be acquiring the name "Campbell Wells" or any other
names used by Campbell Wells or Sanifill in connection with the Landfarms, the
Lacassine Facility or the Zapata Facility, although it will be permitted to
purchase all or any such names for nominal consideration at such time as
Campbell Wells and Sanifill discontinue using them.
Purchase Price; Assumption of Liabilities. The aggregate purchase price
under the Acquisition Agreement is $70.5 million, to be paid at the closing of
this Offering. Other than obligations incident to the post-closing performance
under the contracts and agreements to be specifically assumed by Newpark under
the Acquisition
11
<PAGE>
Agreement, Newpark will not assume any liabilities of Campbell Wells or
Sanifill in the transaction, including any environmental liabilities arising
from the ownership and prior operation of any of the assets to be acquired or
the Landfarms. Sanifill and Campbell Wells have jointly and severally agreed
to fully indemnify Newpark from all liabilities resulting from any claims
based on events that occurred or circumstances that existed on or before the
closing with respect to Campbell Wells' NOW disposal business.
NOW Disposal Agreement. The Disposal Agreement has been executed by a
subsidiary of Sanifill and will be assumed by Newpark concurrently with the
closing of the Acquisition. The Disposal Agreement provides that for each of
the 25 years following the closing, Newpark will deliver to Campbell Wells for
disposal at the Landfarms the lesser of (i) one-third of the barrels of NOW
that Newpark receives for processing and disposal in the States of Louisiana,
Texas, Mississippi and Alabama and in the Gulf of Mexico (the "Territory") and
(ii) 1,850,000 barrels of NOW, in each case excluding saltwater. The number of
barrels of NOW waste that Newpark is required to deliver to the Landfarms in
any year is subject to reduction by a number of barrels determined by dividing
revenues that Sanifill and its affiliates receive from the collection and
disposal of oilfield wastes or site remediation in the Territory by the price
per barrel that Newpark pays for disposal under the Disposal Agreement. No
deduction is made for revenues received by Sanifill and its affiliates from
(i) disposal at any of the Landfarms of NOW that is generated and collected on
land and is delivered to the Landfarms from the generation site by on-land
transportation ("Excluded NOW"), (ii) disposal of NOW at the Zapata Facility
and collection of NOW within a 200-mile radius of the Zapata Facility, and
(iii) disposal of NOW under the Disposal Agreement. Under the Disposal
Agreement, Campbell Wells and Sanifill will jointly and severally fully
indemnify Newpark from any and all liabilities, including environmental
liabilities, in connection with Campbell Wells' and Sanifill's ownership and
operation of the Landfarms, except for liability resulting from the delivery
by Newpark or its customers of waste that does not conform to the
specifications of the Disposal Agreement, which generally permit Newpark and
such customers to deliver only waste that is legally classified as NOW.
Newpark believes that such specifications are consistent with the type of
waste that it is permitted to receive and that it will dispose of at the
Landfarms.
Non-Competition Covenants. Sanifill will agree at the closing of the
Acquisition that for a period of five years from such closing neither it nor
any of its affiliates will engage, directly or indirectly, in the collection
or disposal of NOW or the site remediation and closure business in the
Territory. Campbell Wells will execute a Joinder Agreement by which it will
agree to such restrictions. However, Sanifill and its affiliates will be able
to continue to market and conduct activities related to (i) disposal at any of
the Landfarms of Excluded NOW, (ii) disposal of NOW at the Zapata Facility and
collection of NOW within a 200-mile radius of the Zapata Facility, (iii)
collection and disposal of NOW or other waste at the Lacassine Facility and
(iv) disposal of NOW under the Disposal Agreement. Sanifill and its affiliates
also will be entitled, without violating the Noncompetition Agreement, to
collect or dispose of NORM, which is a type of NOW; however, at present, the
only facility that Sanifill operates that is legally authorized to dispose of
NORM is the Lacassine Facility.
Closing. The Acquisition Agreement provides that the Acquisition will close
concurrent with the completion of this Offering and following the satisfaction
of all conditions precedent. However, either Newpark or Sanifill and Campbell
Wells may terminate the Acquisition Agreement if the Acquisition does not
close by September 10, 1996.
Conditions to Closing. The obligations of Newpark, Sanifill and Campbell
Wells to consummate the Acquisition are conditioned upon the completion of
this Offering and the satisfaction or, where permitted, the waiver of certain
other customary terms and conditions, including (a) the receipt of all
necessary third party consents, including all necessary regulatory approvals;
(b) the accuracy (subject to certain materiality standards) of all
representations and warranties contained in the Acquisition Agreement; and (c)
that no action, suit or other proceeding shall be pending or threatened which,
if unfavorably determined, would prevent the Acquisition or adversely affect
the right of Newpark to acquire or operate the assets being purchased or
leased.
NEWPARK'S PLAN FOR COMBINED OPERATIONS
Newpark anticipates that the Acquisition will provide increased efficiencies
and economies of scale associated with handling a larger volume of waste
through its facilities. Newpark plans to combine the service
12
<PAGE>
capabilities of the Acquired Business with its existing operations to speed
the turnaround of barges and boats at its transfer stations, thus providing
better customer service. Economic efficiencies are expected to result from the
reduction in size of the combined barge fleet operated by Newpark to service
its transfer stations, and from the consolidation of operations at more
efficient transfer stations, permitting Newpark to receive a substantially
higher volume of waste without material additions to existing costs.
Furthermore, Newpark expects that as a result of the Acquisition, access to
Sanifill's disposal facilities under the Disposal Agreement will allow Newpark
to reduce its barge transportation costs and make more efficient use of its
barge fleet, further augmenting its processing capacity. Newpark believes that
its current processing and disposal capacity, combined with access provided to
the landfarm disposal facilities of Sanifill under the Disposal Agreement,
will be adequate to provide for expected future demand for its oilfield waste
disposal and other environmental services. Newpark will nevertheless continue
its strategy of adding injection disposal capacity throughout the U.S. Gulf
Coast region to more efficiently serve its customers. See "Pro Forma Financial
Information".
While Newpark is acquiring from Campbell Wells facilities and equipment used
in the collection, transfer and treatment of NOW, including docks, transfer
stations and barges, Newpark intends to consolidate these facilities and
equipment with Newpark's existing or newly expanded facilities, allowing
Newpark to enjoy significant on-going consolidation benefits. Such
consolidation is expected to result in a one-time restructuring charge against
Newpark's third quarter earnings, which charge Newpark currently estimates to
be approximately $2.0 million before taxes.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
Newpark's Common Stock traded on The Nasdaq National Market under the symbol
"NPRS" through December 5, 1995 and commenced trading on the New York Stock
Exchange on December 6, 1995 under the symbol "NR". The following table sets
forth for the periods indicated the high and low sales prices for the Common
Stock:
<TABLE>
<CAPTION>
PERIOD HIGH LOW
------ ------- -------
<S> <C> <C>
1994:
First Quarter........................................... $14.50 $ 8.25
Second Quarter.......................................... 16.75 13.50
Third Quarter........................................... 19.75 15.75
Fourth Quarter.......................................... 25.00 18.25
1995:
First Quarter........................................... $26.00 $14.75
Second Quarter.......................................... 24.25 20.25
Third Quarter........................................... 23.25 17.00
Fourth Quarter.......................................... 22.875 15.50
1996:
First Quarter........................................... $29.875 $19.625
Second Quarter.......................................... 37.875 28.75
</TABLE>
On December 30, 1995, Newpark paid a 5% stock dividend on the Common Stock
to stockholders of record on November 30, 1995. Newpark has not paid cash
dividends on the Common Stock since March 15, 1983, and does not intend to pay
any cash dividends in the foreseeable future. The Board of Directors currently
intends to retain earnings for use in Newpark's business, including the
expansion of its mat rental business, both in domestic and foreign markets,
and the continued development of injection wells within its waste disposal
business.
13
<PAGE>
USE OF PROCEEDS
The net proceeds to be received by Newpark from the sale of the Common Stock
offered hereby are estimated to be approximately $98.7 million ($113.6 million
if the over-allotment option is exercised in full), assuming a public offering
price of $35.00 per share and after deducting estimated underwriting discounts
and offering expenses. Newpark intends to utilize approximately $71.5 million
of the net proceeds to pay the purchase price of the Acquisition and certain
associated transaction costs. Newpark will use the remaining net proceeds,
estimated to be approximately $27.2 million, to repay outstanding indebtedness
under its bank credit agreement, including all of the $17 million outstanding
under its revolving line of credit and $10.2 million under its term loan.
Newpark anticipates that such payment will provide it increased flexibility to
facilitate further development of its injection disposal capacity, both in
oilfield and industrial waste markets, and expansion of its mat rental
business into international markets.
Borrowings under the bank credit agreement have been used to refinance
existing debt and for general working capital purposes and bear interest at
either a specified prime rate or the LIBOR rate, plus a spread which is
determined quarterly based upon the ratio of Newpark's funded debt to cash
flow. The effective interest rate under the bank credit agreement was 7.38% at
June 30, 1996. The revolving line of credit matures on December 31, 1998, and
the term loan is being amortized over a period of five years ending June 29,
2000.
Although Newpark intends to fully repay its outstanding borrowings under its
revolving line of credit and pay down its term loan, it may borrow amounts
under the revolving line of credit and other facilities from time to time in
the future to fund capital requirements. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources".
CAPITALIZATION
The following table sets forth the consolidated capitalization of Newpark as
of March 31, 1996 and on an as adjusted basis as of March 31, 1996 to reflect
the sale of the 3,000,000 shares of Common Stock offered in this Offering (at
an assumed public offering price of $35.00 per share and after deducting
underwriting discounts and offering expenses) and the application of the net
proceeds therefrom to complete the Acquisition and to repay outstanding
indebtedness. The following table should be read in conjunction with the
Consolidated Financial Statements of Newpark and the Notes thereto included
elsewhere in this Prospectus.
<TABLE>
<CAPTION>
AS OF MARCH 31, 1996
---------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS)
<S> <C> <C>
Short-term debt:
Notes payable.......................................... $ 119 $ 119
Current maturities of long-term debt................... 9,994 9,994
-------- --------
Total short-term debt................................ 10,113 10,113
-------- --------
Long-term debt, excluding current portion:
Long-term debt......................................... 46,907 19,690
Other non-current liabilities.......................... 285 285
-------- --------
Total long-term debt................................. 47,192 19,975
-------- --------
Stockholders' equity:
Preferred Stock, $.01 par value, 1,000,000 shares
authorized, none issued............................... -- --
Common Stock, $.01 par value, 20,000,000 shares
authorized, 10,694,974 issued and outstanding,
13,694,974 as adjusted for this Offering(1)........... 106 136
Paid-in capital........................................ 145,162 243,849
Retained earnings (deficit)............................ (63,824) (63,824)
-------- --------
Total stockholders' equity........................... 81,444 180,161
-------- --------
Total capitalization................................. $138,749 $210,249
======== ========
</TABLE>
- --------
(1) Assumes no exercise of outstanding stock options, which, if fully
exercised, would result in the issuance of an additional 858,172 shares of
Common Stock.
14
<PAGE>
PRO FORMA FINANCIAL INFORMATION
The unaudited consolidated statements of income set forth below present the
combined statements of income of Newpark and the Acquired Business, adjusted
to give effect to the Acquisition, including the completion of this Offering
and the repayment of indebtedness, as if the Acquisition and such repayment
had occurred on January 1, 1995. The unaudited pro forma combined balance
sheet set forth below combines the consolidated historical balance sheets of
Newpark and the Acquired Business as of March 31, 1996, giving effect to the
Acquisition, including the completion of this Offering and the repayment of
indebtedness, as if the Acquisition and such repayment had been consummated on
March 31, 1996. The Pro Forma Financial Information should be read in
conjunction with the accompanying notes and the historical financial
statements and notes thereto of Newpark and the Acquired Business appearing
elsewhere in this Prospectus.
The Acquisition will be accounted for under the purchase method of
accounting. The total purchase price for the Acquisition will be allocated to
tangible and identifiable intangible assets and liabilities based upon
Newpark's preliminary estimates of their fair value with the excess of cost
over net assets acquired allocated to goodwill. Such allocation is subject to
revision when additional information concerning asset and liability valuations
is obtained, in accordance with FAS No. 38, "Accounting for Preacquisition
Contingencies of Purchased Enterprises". In Newpark's opinion, the asset and
liability valuation for the Acquisition will not be materially different from
the pro forma information presented herein, and Newpark is not aware of any
contingencies which may affect the allocation of the purchase price other than
as set forth in the accompanying pro forma combined balance sheet.
For purposes of presenting pro forma results, no changes in revenues and
expenses have been made to reflect the results of any modifications to
operations that might have been made had the Acquisition been consummated on
the assumed effective date of the transaction. The pro forma expenses include
the recurring costs which are directly attributable to the Acquisition, such
as depreciation expense and amortization of goodwill. The Pro Forma Financial
Information does not purport to represent what Newpark's results of operations
or financial position would actually have been had the Acquisition actually
occurred on the dates specified or to project Newpark's results of operations
for any future period.
Management expects to implement net cost reductions which are not reflected
in the accompanying pro forma statements of income. These cost reductions are
related to the consolidation of certain duplicate administrative and personnel
costs. Such pretax savings for the year ended December 31, 1995 and three
months ended March 31, 1996 are estimated to be $3 million and $700,000,
respectively. The effect of these savings would have increased pro forma net
income per share by $.14 and $.03, respectively. These estimated cost savings
constitute a forward looking statement under the Securities Act. The Company's
actual future net income per share could be materially and adversely affected
by certain risks and uncertainties, including those set forth above under
"Risk Factors".
Further, the accompanying pro forma information does not include the full
benefit of potential cost savings related to efficiency of operation expected
by Newpark. However, no assurance can be given as to the ultimate amount, if
any, of net cost savings that will actually be realized.
15
<PAGE>
PRO FORMA COMBINED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
----------------- ------------------------------------
ADJUSTMENTS ADJUSTMENTS
ACQUIRED FOR FOR
NEWPARK BUSINESS ACQUISITION OFFERING COMBINED
------- -------- ----------- ----------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Revenues................ $97,982 $18,837 $116,819
Operating costs and
expenses:
Cost of services
provided............. 64,467 12,007 76,474
Operating costs....... 9,414 $ 1,741 (a)
2,226 (b)
(3,253)(c) 10,128
------- ------- ------- ------ --------
73,881 12,007 714 -- 86,602
General and
administrative
expenses............... 2,658 1,946 4,604
Provision for
uncollectible accounts
and notes receivable... 463 463
------- ------- ------- ------ --------
Operating income........ 20,980 4,884 (714) -- 25,150
Interest income......... (183) (183)
Interest expense........ 3,740 (2,330)(d) 1,410
Non-recurring expense... 436 -- 436
------- ------- ------- ------ --------
Income from operations
before provision for
income taxes........... 16,987 4,884 (714) 2,330 23,487
Provision for income
taxes.................. 4,751 1,661 (260)(e) 850 (e) 7,002
------- ------- ------- ------ --------
Net income.............. $12,236 $ 3,223 $ (454)(f) $1,480 $ 16,485
======= ======= ======= ====== ========
Weighted average shares
outstanding............ 10,568 3,000 13,568
======= ====== ========
Net income per common
share.................. $ 1.16 $ 1.22
======= ========
</TABLE>
16
<PAGE>
PRO FORMA COMBINED STATEMENT OF INCOME
THREE MONTHS ENDED MARCH 31, 1996
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
----------------- -----------------------------------
ADJUSTMENTS ADJUSTMENTS
ACQUIRED FOR FOR
NEWPARK BUSINESS ACQUISITION OFFERING COMBINED
------- -------- ----------- ----------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Revenues................. $26,767 $5,592 $32,359
Operating costs and
expenses:
Cost of services
provided.............. 17,599 3,539 21,138
Operating costs........ 2,359 $ 1,227 (a)
555 (b)
(936)(c) 3,205
------- ------ ------- ----- -------
19,958 3,539 846 -- 24,343
General and
administrative expenses. 717 489 1,206
Provision for
uncollectible accounts
and notes receivable.... -- --
------- ------ ------- ----- -------
Operating income......... 6,092 1,564 (846) -- 6,810
Interest income.......... (30) (30)
Interest expense......... 907 (561)(d) 346
Non-recurring expense.... -- -- --
------- ------ ------- ----- -------
Income from operations
before provision for
income taxes............ 5,215 1,564 (846) 561 6,494
Provision for income
taxes................... 1,899 532 (309)(e) 205 (e) 2,327
------- ------ ------- ----- -------
Net income............... $ 3,316 $1,032 $ (537)(f) $ 356 $ 4,167
======= ====== ======= ===== =======
Weighed average shares
outstanding............. 10,650 3,000 13,650
======= ===== =======
Net income per common
share................... $ .31 $ .31
======= =======
</TABLE>
FOOTNOTES TO PRO FORMA COMBINED STATEMENTS OF INCOME
(a) Reflects adjustment to record the net cost to Newpark associated with the
disposal of NOW at Campbell Wells' facilities as required under the terms
of the Disposal Agreement.
(b) Reflects adjustment to record the amortization of intangible assets and
goodwill arising in connection with the Acquisition. The non-competition
covenants are amortized over the contractual life of the Disposal
Agreement, which is 25 years. Intangibles associated with the going
concern value of the business acquired, its customer list and other
intangibles are amortized over 35 years.
(c) The allocation of the purchase price includes a liability for the
estimated costs of immediately closing certain duplicative transfer
stations and barge operations of the Acquired Business. This adjustment
provides for a direct effect of this decision by eliminating certain of
the duplicate operating expenses related to the closed facilities and
barge operations. These estimated costs constitute forward looking
statements under the Securities Act. The Company's actual future operating
results could be materially and adversely affected by certain risks and
uncertainties, including those set forth above under "Risk Factors--
Failure to Integrate Acquired Business".
(d) Reflects adjustment to reduce interest expense related to repayment of
borrowings under Newpark's bank credit facility utilizing the portion of
the net proceeds of this Offering in excess of the purchase price in the
Acquisition.
(e) Adjustment to reflect the effect on income tax expense, calculated at
Newpark's marginal tax rate of 36.5%, on the adjustments reflected on the
pro forma financial statements.
(f) This pro forma net income amount constitutes a forward looking statement
under the Securities Act. The Company's actual future net income could be
materially and adversely affected by certain risks and uncertainties,
including those set forth above under "Risk Factors--Failure to Integrate
Acquired Business".
17
<PAGE>
PRO FORMA COMBINED BALANCE SHEET
AS OF MARCH 31, 1996
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
----------------- -------------------------------------
ADJUSTMENTS ADJUSTMENTS
ACQUIRED FOR FOR
NEWPARK BUSINESS ACQUISITION OFFERING COMBINED
-------- -------- ----------- ----------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Assets:
Current assets........ $ 53,266 -- -- $ 1,000(a) $ 54,266
Property, plant and
equipment............ 90,996 $2,531 $ (208)(b) -- 93,319
Intangibles and other
assets............... 11,778 -- 74,233 (b) -- 86,011
-------- ------ ------- -------- --------
Total assets........ $156,040 $2,531 $74,025 $ 1,000 $233,596
======== ====== ======= ======== ========
Liabilities and
Stockholders' Equity:
Current Liabilities... $ 22,240 -- -- -- $ 22,240
Long-term debt........ 46,907 -- -- $(27,217)(a) 19,690
Other liabilities..... 5,449 $ 444 $ 5,612(b) -- 11,505
Total stockholders'
equity............... 81,444 -- -- 98,717 (a) 180,161
-------- ------ ------- -------- --------
Total liabilities
and stockholders'
equity............. $156,040 $ 444 $ 5,612 $ 71,500 $233,596
======== ====== ======= ======== ========
</TABLE>
FOOTNOTES TO PRO FORMA COMBINED BALANCE SHEET
(a) Reflects the use of proceeds from this Offering to finance the purchase
price of the Acquisition and to repay outstanding indebtedness under
Newpark's bank credit facility as described in "Use of Proceeds".
(b) The purchase cost of the Acquisition was allocated to the assets and
liabilities acquired based on their relative fair values, subject to final
determination based on independent valuations, as follows:
<TABLE>
<S> <C> <C>
Purchase Cost:
Cash..................................................... $70,500
Purchase accounting reserves*............................ 5,612
Less book value of net assets acquired................... (2,087)
-------
Excess of purchase cost over book value.................. $74,025
=======
Allocated as follows:
Property, plant and equipment, net....................... $ (208)
Intangibles and other assets:
Non-compete and other.................................. $8,500
Goodwill............................................... 65,733 74,233
------ -------
Total.................................................... $74,025
=======
</TABLE>
--------
* Purchase accounting reserves include the estimated costs to
close certain duplicate facilities and barge operations of
the Acquired Business.
18
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA
The selected consolidated historical financial data presented below for the
five years ended December 31, 1995 are derived from the audited consolidated
financial statements of Newpark. The selected historical financial information
for the three months ended March 31, 1995 and 1996 is derived from the
unaudited consolidated financial statements of Newpark, and, in the opinion of
Newpark, includes all adjustments (consisting only of normal recurring
adjustments) that are necessary for a fair presentation of the operating
results for such interim period. The results of operations for the three
months ended March 31, 1996 are not necessarily indicative of results for the
full year. The following data should be read in conjunction with the
Consolidated Financial Statements of Newpark and the Notes thereto included
elsewhere in this Prospectus and "Management's Discussion and Analysis of
Financial Condition and Results of Operations".
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------
1995 1994 1993 1992 1991
-------- -------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues........................ $ 97,982 $ 79,632 $56,330 $49,457 $44,635
Cost of services provided....... 64,467 56,259 42,581 36,860 34,703
Operating costs................. 9,414 7,277 6,557 5,519 3,799
General and administrative
expenses........................ 2,658 3,231 2,129 1,963 1,305
Provision for uncollectible
accounts and notes receivable... 463 974 671 154 94
-------- -------- ------- ------- -------
Operating income from continuing
operations..................... 20,980 11,891 4,392 4,961 4,734
Interest income................. (183) (78) -- (18) (47)
Interest expense................ 3,740 2,660 1,274 847 1,562
Non-recurring expense........... 436 -- -- -- --
Financial restructure costs..... -- -- -- -- 155
-------- -------- ------- ------- -------
Income from continuing
operations before provision for
income taxes................... 16,987 9,309 3,118 4,132 3,064
Provision (benefit) for income
taxes.......................... 4,751 (85) (1,670) 51 73
-------- -------- ------- ------- -------
Income from continuing
operations...................... 12,236 9,394 4,788 4,081 2,991
Income (loss) from discontinued
operations...................... -- -- (2,366) 1,205 877
-------- -------- ------- ------- -------
Income before extraordinary
items.......................... 12,236 9,394 2,422 5,286 3,868
Extraordinary items............. -- -- -- -- 1,365
-------- -------- ------- ------- -------
Net income...................... $ 12,236 $ 9,394 $ 2,422 $ 5,286 $ 2,503
======== ======== ======= ======= =======
Income (loss) per common share:
Continuing operations......... $ 1.16 $ .90 $ .49 $ .43 $ .46
Discontinued operations....... -- -- (.24) .12 .13
Extraordinary items........... -- -- -- -- (.21)
-------- -------- ------- ------- -------
Net income per common share..... $ 1.16 $ .90 $ .25 $ .55 $ .38
======== ======== ======= ======= =======
Weighted average shares
outstanding.................... 10,568 10,422 9,690 9,564 6,521
======== ======== ======= ======= =======
<CAPTION>
AS OF DECEMBER 31,
---------------------------------------------
1995 1994 1993 1993 1992
-------- -------- ------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital................. $ 32,108 $ 13,585 $ 5,361 $ 4,900 $12,121
Total assets.................... 152,747 110,756 90,316 75,478 53,454
Short-term debt................. 7,911 10,032 14,928 12,212 1,377
Long-term debt.................. 46,724 28,892 12,446 10,432 3,774
Total stockholders' equity...... 77,518 63,699 53,353 45,658 40,239
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
------------------
1996 1995
-------- --------
(UNAUDITED)
(IN THOUSANDS,
EXCEPT PER SHARE
DATA)
<S> <C> <C>
STATEMENT OF INCOME DATA:
Revenues................................................... $ 26,767 $ 22,209
Cost of services provided.................................. 17,599 15,532
Operating costs............................................ 2,359 2,288
General and administrative expenses........................ 717 648
Provision for uncollectible accounts and notes receivable.. -- 30
-------- --------
Operating income from operations........................... 6,092 3,711
Interest income............................................ (30) (91)
Interest expense........................................... 907 889
-------- --------
Income from continuing operations before provision for
income taxes.............................................. 5,215 2,913
Provision for income taxes................................. 1,899 423
-------- --------
Net income................................................. $ 3,316 $ 2,490
======== ========
Income per common share:
Net income per common share.............................. $ .31 $ .24
======== ========
Weighted average shares outstanding...................... 10,650 10,375
======== ========
<CAPTION>
AS OF MARCH 31,
------------------
1996 1995
-------- --------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital............................................ $ 31,026 $ 16,666
Total assets............................................... 156,040 114,386
Short-term debt............................................ 10,113 8,566
Long-term debt............................................. 46,907 30,110
Total stockholders' equity................................. 81,444 66,488
</TABLE>
20
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of Newpark's financial condition, results of
operations, liquidity and capital resources should be read in conjunction with
the Consolidated Financial Statements and the Notes thereto included elsewhere
in this Prospectus.
OVERVIEW
The Baker Hughes Rotary Rig Count has historically been viewed as the most
significant single indicator of oil and gas drilling activity in the domestic
market. In 1993, the United States rig count averaged 754 rigs in operation,
and increased to 774 in 1994. In 1995, the rig count averaged 723, the second
lowest on record since the advent of the indicator in the early 1940's.
Newpark's operations principally occur in the following rig count
measurement areas: (i) South Louisiana Land, (ii) Texas Railroad Commission
Districts 2 and 3, (iii) Louisiana and Texas Inland Waters and (iv) the
Offshore Gulf of Mexico. The rig count trend in the areas that Newpark serves
has tracked these national trends as set forth in the table below:
<TABLE>
<CAPTION>
1993 1994 1995 1Q95 2Q95 3Q95 4Q95 1Q96
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. rig count................. 754 774 723 705 677 745 765 708
Newpark's service area......... 176 202 195 191 187 201 199 189
Newpark's service area to
total......................... 23.3% 26.1% 27.0% 27.1% 27.6% 27.0% 26.0% 26.7%
</TABLE>
- --------
Source: Baker Hughes Incorporated
Newpark believes that improved natural gas drilling activity, as evidenced by
the rig count in the area it serves, was an important factor which allowed a
trend of increasing prices in its site preparation and mat rental business to
continue through 1994. Newpark believes the decline in the rig count within
Newpark's service area during 1995, which continued in the first quarter of
1996, was primarily the result of low natural gas prices during most of 1995.
As of June 30, 1996, the U.S. rig count was 777, and 213 within Newpark's
service area, which Newpark believes is reflective of the continued increase in
natural gas prices that commenced in November 1995.
Despite the decline in rig activity, the volume of waste received by Newpark
increased at an annual compound rate of 46% from 1993 to 1995, primarily due
to the recovery of the remediation market following implementation of NORM
regulations and new, more stringent regulations governing the discharge of
drilling and production waste in the coastal and inland waters and in the
offshore Gulf of Mexico.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------
1995 1994 1993
------------- ------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Revenues by product line:
Offsite waste processing.. $31,126 31.8% $20,738 26.0% $11,354 20.2%
Mat rental service........ 30,775 31.4 23,048 28.9 21,042 37.4
General oilfield services. 14,511 14.8 13,452 16.9 11,358 20.1
Wood product sales........ 12,609 12.9 13,105 16.5 7,947 14.1
Onsite environmental
management............... 7,361 7.5 7,689 9.7 4,629 8.2
Other..................... 1,600 1.6 1,600 2.0 -- --
------- ----- ------- ----- ------- -----
Total revenues.......... $97,982 100.0% $79,632 100.0% $56,330 100.0%
======= ===== ======= ===== ======= =====
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH
31,
----------------------------
1996 1995
------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues by product line:
Offsite waste processing........................ $ 7,833 29.3% $ 7,391 33.3%
Mat rental service.............................. 7,901 29.5 6,632 29.9
General oilfield services....................... 4,003 14.9 3,032 13.6
Wood product sales.............................. 3,956 14.8 2,624 11.8
Onsite environmental management................. 2,564 9.6 2,130 9.6
Other........................................... 510 1.9 400 1.8
------- ----- ------- -----
Total revenues................................ $26,767 100.0% $22,209 100.0%
======= ===== ======= =====
</TABLE>
THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31,
1995
Revenues
Total revenues increased to $26.8 million in the three months ended March
31, 1996 from $22.2 million in the three months ended March 31, 1995, an
increase of $4.6 million, or 20.5%. The major components of the increase by
product line included: (i) $1.3 million of increased revenue from wood product
sales due to increased sales of wood chips produced by additional capacity
added during 1995; (ii) an increase of $1.3 million, or 19.1%, in mat rental
revenue due to a 17.7% increase in volume on pricing similar to the 1995
period; (iii) an increase of $971,000, or 32.0%, in general oilfield service
revenue, which resulted primarily from site preparation services related to
the increased volume of mat rental services provided during the period; (iv)
an increase of $442,000 in offsite waste processing revenues derived primarily
from NORM disposal operations; and (v) an increase of $434,000 in onsite
environmental management services related to the increased site remediation
activity in the 1996 period. NORM processing volume during the current period
increased to 37,200 barrels, compared to 12,600 barrels in the 1995 period.
The effect of the volume increase was offset, in part, by a decrease in the
average revenue per barrel, from $111.00 in the 1995 period to $48.00 in the
current quarter. The change in average price reflects the lower level of
radium contamination in waste received from site remediation projects, which
represent a majority of current volume. NOW disposal revenue increased
$57,000, to $6,048,000 in the current quarter, compared to $5,991,000 in the
1995 period. Total volume increased 8%, to 745,000 barrels, compared to
690,000 barrels in the year-ago quarter, but was partially offset by a decline
in the average revenue per barrel to $8.12 in the 1996 quarter, from $8.68 in
the prior period. The decline is due to changes in mix, with lower priced
remediation volume of 123,000 barrels in the 1996 quarter, representing 16.5%
of total volume, compared to 13.0% in the 1995 quarter.
Operating Income
Operating income increased by $2.4 million, or 64.2%, to $6.1 million in the
1996 period, compared to $3.7 million in the prior period. This represents an
improvement in operating margin to 22.8% in the 1996 period, compared to 16.7%
in the 1995 period. Primary components of the increase included $1.9 million
resulting from the increase in the volume of mats rented and approximately
$470,000 increased operating profit from wood product sales.
General and administrative expenses remained relatively unchanged,
decreasing as a proportion of revenue to 2.7%, from 2.9% in the 1995 period,
and increasing in absolute amount by $69,000.
Interest Expense
Interest expense was substantially unchanged at approximately $900,000 for
both periods, although average outstanding borrowings increased approximately
43.9% from the prior period. This resulted from decreased net interest cost
under the current credit agreement, which became effective as of June 29,
1995, and interest capitalization related to construction in progress in the
current quarter.
22
<PAGE>
Provision for Income Taxes
For the 1996 period, Newpark recorded an income tax provision of $1.9
million, or 36.4% of pre-tax income. The net provision for the 1995 period of
$423,000, equal to a 15% effective rate, was comprised of a provision for
federal income taxes net of the recognition of certain state income tax
carryforwards available to offset estimated future earnings.
Net Income
Net income increased by $826,000, or 33.2%, to $3.3 million in 1996,
compared to $2.5 million in the 1995 period.
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994
Revenues
Total revenues increased to $98 million in 1995, from $79.6 million in 1994,
an increase of $18.4 million or 23.0%. The components of the increase by
product line are as follows: (i) offsite waste processing revenues increased
$10.4 million, as NOW revenue increased $5.5 million (due almost exclusively
to additional volume) and NORM processing revenue increased to $6 million on
approximately 70,000 barrels in 1995, from $1.2 million in revenue and 15,000
barrels in 1994; (ii) mat rental revenue increased $7.7 million, or 34%, due
to (a) increased volume installed at similar pricing compared to the prior
year and (b) an increase in revenues from extended rerentals of $3.6 million
resulting from the longer use of sites and the trend toward deeper drilling in
more remote locations, requiring larger sites to accommodate increased
equipment and supplies on the site and resulting in the size of the average
location growing 17% in 1995 as compared to the prior year; (iii) general
oilfield service revenue increased $1.1 million, or 7.9%, primarily as a
result of the increased level of site preparation work incident to the rental
of mats in the oilfield segment of that business; (iv) onsite environmental
management service revenue declined approximately $300,000, or 4%, with the
reduced level of current drilling-related projects more than offsetting
increased activity in the remediation of old sites; and (v) revenue from wood
product sales decreased approximately $500,000, due in part to production
inefficiencies during the start-up of a new processing line and the inclusion
of a large non-recurring order in prior year revenue.
Operating Income from Continuing Operations
Operating income from continuing operations increased by $9.1 million, or
76.4%, to $21 million in the 1995 period, compared to $11.9 million in the
prior year. This represents an improvement in operating margin to 21.4% in
1995, compared to 14.9% in 1994.
Primary components of the increase included: (i) approximately $2.9 million
related to the effect of volume increases in both NOW and NORM processing;
(ii) $3.6 million from increased mat rerentals; (iii) $1.3 million resulting
from the increase in the volume of mats rented, to approximately 200 million
board feet, compared to 157 million in 1994, at similar margins; and (iv) an
approximate $200,000 increase in operating profit on a better gross margin mix
from wood product sales.
The decline of $573,000 in general and administrative expenses primarily
reflects the impact of approximately $600,000 of prior year charges for legal
costs incurred in an appeal of an expropriation matter. Additionally, the
provision for uncollectible accounts was $511,000 less in the 1995 period as
compared to the 1994 period.
Interest Expense
Interest expense increased to $3.7 million in 1995, from $2.7 million in
1994. The increase was the result of an increase in borrowings, proceeds of
which were used to fund continued additions to productive capacity, including
Newpark's waste processing facilities, its prefabricated board road mats and
additions to inventory, primarily at the sawmill facility.
23
<PAGE>
Non-Recurring Expense
Results for the current period include $436,000 of non-recurring costs
associated with a proposed merger which was not completed.
Provision for Income Taxes
During 1995, Newpark recorded an income tax provision of $4.8 million, or
28% of pre-tax income. While Newpark's net operating loss carryforwards remain
to be used for income tax return purposes, for financial reporting purposes,
substantially all of the remaining net operating loss and tax credit
carryforwards applicable to federal taxes were recognized in the first half of
the year, which reduced the effective tax rate for that portion of the year.
During 1994, Newpark recorded a tax benefit of $85,000 as a result of the
availability of net operating loss carryforwards.
Net Income
Net income increased by $2.8 million, or 30%, to $12.2 million in 1995,
compared to $9.4 million in 1994.
YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993
Revenues
Total revenues increased from $56.3 million in 1993 to $79.6 million in
1994, an increase of $23.3 million, or 41.4%. Components of the increase by
product line included: (i) a $9.4 million increase in offsite waste
processing, composed of (a) an increase of $8.2 million, resulting from a
72.5% increase in the number of barrels of NOW waste received, which grew to
2.3 million in 1994 from 1.3 million in 1993, and (b) $1.2 million from NORM
processing which began in the fourth quarter of 1994; (ii) an increase of $5.2
million of wood product sales revenue due to an increase in the total tonnage
of products sold at similar pricing; (iii) a $3 million increase in onsite
environmental management revenue reflecting the recovery of this market during
1994 once definitive NORM regulations were effected in both Louisiana and
Texas, resulting in a total of 355,000 barrels of remediation waste being
handled in 1994, as compared to only 22,000 in 1993; (iv) a $2 million
increase in mat rental revenue, the net effect of a 29% increase in average
pricing to approximately $93 per thousand board feet installed and a 4%
decline in total volume to 157 million board feet in 1994, compared to 164
million board feet in 1993; and (v) an increase of approximately $2.1 million
in general oilfield service revenue, which primarily reflects the increased
site construction services related to the increased volume of mats installed
on customers' sites. Other revenue included $1.6 million in 1994 from the
lease of the facility formerly operated as a marine repair yard in Houston,
Texas.
Operating Income from Continuing Operations
Operating income from continuing operations increased $7.5 million, from
$4.4 million, or 7.8% of revenue, in 1993, to $11.9 million, or 14.9% of
revenue, in the current period. Factors contributing to the increase included:
(i) a $3.1 million increase in operating income from offsite waste processing,
of which approximately $600,000 relates to the receipt of 14,711 barrels of
NORM waste solely during the fourth quarter of 1994, with the remainder
attributable to increased volume and substantially unchanged profit
contribution per barrel of NOW processed; (ii) $2.7 million from increased mat
rental revenue; (iii) a $2.5 million increase resulting from the increase in
the volume of mats rented; and (iv) a profit of approximately $800,000 (before
related interest expense) from the lease of Newpark's former marine repair
facility. These increases were partially offset by the following: (a) a
$258,000 decrease in operating income from wood products sales due to higher
inventory costs relative to 1993; (b) a $1.1 million increase in general and
administrative expenses; and (c) a $300,000 increase in the provision for
uncollectible accounts and notes receivable.
General and administrative expenses as a proportion of revenue rose to 4.1%
in 1994, from 3.8% in 1993, while rising in total by $1.1 million, to $3.2
million in 1994, from $2.1 million in 1993. The principal items
24
<PAGE>
associated with the increase included a charge for legal costs of
approximately $600,000 incurred due to the appeal of an expropriation matter
and a $130,000 provision for additional franchise taxes, as a result of a
recently completed audit.
Interest Expense
Interest expense increased $1.4 million, to $2.7 million in 1994, compared
to $1.3 million in 1993, as Newpark added approximately $17.5 million in net
borrowings to finance new and existing facilities and equipment during 1994.
Provision for Income Taxes
During 1994, Newpark recorded a net deferred tax benefit of $200,000 as a
result of recognizing the future benefit of the income tax carryforwards
available to offset the estimated future earnings. See Note F in the Notes to
Consolidated Financial Statements. The net deferred tax benefit was partially
offset by current tax expense of $115,000.
Net Income
Net income increased to $9.4 million in 1994, from $2.4 million in 1993, an
increase of $7 million, or 288%, equal to 29.9% of incremental revenues.
LIQUIDITY AND CAPITAL RESOURCES
During 1995 and to date during 1996, Newpark's working capital needs were
met primarily from operating cash flow. Newpark's working capital position
decreased by $1.1 million during the three months ended March 31, 1996 and
increased by $18.5 million during the year ended December 31, 1995.
<TABLE>
<CAPTION>
DECEMBER 31,
---------------
MARCH 31,
1996 1995 1994
--------- ------- -------
<S> <C> <C> <C>
Working capital (in thousands).................... $31,026 $32,108 $13,585
Current ratio..................................... 2.4 2.3 1.8
</TABLE>
Throughout 1995, Newpark invested approximately $18 million to provide
future capacity within key product lines. These improvements included the
addition of two more injection wells and a grinding mill at the Big Hill
facility, construction of a new injection facility (which includes two
injection wells) at the Fannett site, construction of a bulk waste unloading
facility adjacent to Newpark's existing Port Arthur facility, additions to
Newpark's inventory of rental mats in the domestic market and an expansion of
Newpark's rental mat business into Venezuela. As a result of these asset
additions and expansion, long term debt increased to $46.7 million at year
end, representing 36.3% of total long-term capital. A total of $43.4 million
of the debt was funded through a credit facility with three banks, which was
completed during the second quarter of the year.
Newpark's credit facility provides for a total of up to $50 million of term
financing consisting of a $25 million term loan to be amortized over five
years and a $25 million revolving line of credit. At Newpark's option, these
borrowings bear interest at either a specified prime rate or the LIBOR rate,
plus a spread which is determined quarterly based upon the ratio of Newpark's
funded debt to cash flow. The credit agreement requires that Newpark maintain
certain specified financial ratios and comply with other usual and customary
requirements. Newpark was in compliance with all of the covenants in the
credit agreement at March 31, 1996. The term loan was used to refinance
existing debt and is being amortized over a five year term ending June 29,
2000. In March 1996, the term loan was increased to $35 million, and the $10
million increase was used initially to reduce borrowings on the revolving line
of credit portion of the facility. The revolving line of credit matures
December 31, 1998. Availability of borrowings under the line of credit is tied
to the level of Newpark's accounts receivable and certain inventory. At March
31, 1996, $5.8 million of letters of credit were issued and outstanding under
the
25
<PAGE>
line and an additional $11.6 million had been borrowed and was outstanding
thereunder. Effective April 24, 1996, Newpark replaced $3.8 million of
outstanding letters of credit with a corporate guaranty, leaving $2 million of
letters of credit outstanding.
Net cash provided by operating activities was $4.2 million during the three
months ended March 31, 1996, compared to $1.9 million in the comparable period
of the prior year, an increase of $2.3 million. Approximately $2 million, or
87%, of the improvement was attributable to increased earnings adjusted for
non-cash tax expense and depreciation and amortization. The remainder of the
increase was the net effect of improved receivable turnover, net of reductions
in accounts payable. Net cash provided by operations was supplemented by $2.6
million in additional net borrowings to finance $6.8 million of incremental
capital investment.
Newpark anticipates capital expenditures of approximately $19 million during
the last three quarters of 1996, including: (i) approximately $7 million to
purchase additional mats for its Venezuela joint venture; (ii) approximately
$5 million for other international expansion in its mat business outside of
Venezuela; and (iii) approximately $4 million to acquire and develop
additional injection well sites and acquire associated equipment. Newpark also
is in discussions with its joint venture partners in Venezuela for the
purchase of their interests in such venture and anticipates that approximately
$3 million may be used to acquire such interests during 1996. For 1997,
Newpark anticipates capital expenditures of approximately $27 million,
consisting of: (i) approximately $15 million in its mat rental business,
including international expansion and mat purchases; (ii) approximately $8
million to acquire and develop additional injection well sites, including an
industrial waste injection facility; and (iii) approximately $4 million for
the upgrade and purchase of equipment. After taking into account the repayment
of outstanding indebtedness as described in "Use of Proceeds", Newpark
anticipates that all of its capital expenditure requirements will be satisfied
with borrowings under its credit facilities and with cash flow from
operations.
Newpark presently has no commitments beyond its bank lines of credit by
which it could obtain additional funds for current operations; however, it
regularly evaluates potential borrowing arrangements which may be utilized to
fund future expansion plans. Newpark believes that following the consummation
of the Acquisition (including the completion of this Offering and the
application of the net proceeds as described in "Use of Proceeds"), available
borrowings under its current credit facility and internally generated funds
will be sufficient to support its working capital, capital expenditure and
debt service requirements for the foreseeable future. Except as described in
the preceding paragraph, Newpark is not aware of any material capital
expenditures, significant balloon payments or other payments on long-term
obligations or any other demands or commitments, including off-balance sheet
items, to be incurred beyond the next 12 months.
Inflation has not materially impacted Newpark's revenues or income.
Deferred Tax Asset
Newpark accounts for income taxes in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes". This
standard requires, among other things, recognition of future tax benefits
measured by enacted tax rates attributable to deductible temporary differences
between the financial statement and income tax basis of assets and liabilities
and to tax net operating loss and credit carryforwards to the extent that
realization of such benefits is more likely than not. Newpark has provided a
valuation allowance ($236,000 at December 31, 1995) for deferred tax assets
which cannot be realized through future reversals of existing taxable
temporary differences. Newpark believes that remaining deferred tax assets
($10,450,000 at December 31, 1995) are realizable through reversals of
existing taxable temporary differences. Newpark will continue to assess the
adequacy of the valuation allowance on a quarterly basis.
26
<PAGE>
BUSINESS
INTRODUCTION
Newpark is a leading provider of integrated environmental services to the
oil and gas exploration and production industry in the U.S. Gulf Coast area,
principally in Louisiana and Texas. These services are concentrated in three
key product lines: (i) processing and disposal of nonhazardous oilfield waste
("NOW"); (ii) processing and disposal of similar oilfield waste that is
contaminated with naturally occurring radioactive material ("NORM"); and (iii)
mat rental services in which patented prefabricated wooden mats are used as
temporary worksites in oilfield and other construction applications.
The following table sets forth, for the three months ended March 31, 1996
and 1995 and the years ended December 31, 1995, 1994, and 1993, the amount of
revenues for each class of similar products and services:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
--------------- -----------------------
1996 1995 1995 1994 1993
------- ------- ------- ------- -------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues:
Offsite waste processing.............. $ 7,833 $ 7,391 $31,126 $20,738 $11,354
Mat rental............................ 7,901 6,632 30,775 23,048 21,042
General oilfield services............. 4,003 3,032 14,511 13,452 11,358
Wood products sales................... 3,956 2,624 12,609 13,105 7,947
Onsite environmental management....... 2,564 2,130 7,361 7,689 4,629
Other................................. 510 400 1,600 1,600 --
------- ------- ------- ------- -------
Total revenues...................... $26,767 $22,209 $97,982 $79,632 $56,330
======= ======= ======= ======= =======
</TABLE>
OILFIELD WASTE DISPOSAL AND OTHER ENVIRONMENTAL SERVICES
Newpark collects, processes and disposes of oilfield waste, primarily NOW
and NORM. Newpark also treats NOW at the well site, remediates waste pits and
provides general oilfield services. In its NOW processing and disposal
business, Newpark processes the majority of the NOW received at its facilities
for injection into environmentally secure geologic formations deep underground
and creates from the remainder a product which is used as intermediate daily
cover material or cell liner and construction material at municipal waste
landfills. Since the fourth quarter of 1994, Newpark has provided processing
and disposal of NOW waste that is contaminated with NORM by processing the
waste into NOW for injection disposal into wells owned by Newpark. On May 21,
1996, Newpark was issued a license from the Texas Railroad Commission
authorizing the direct injection of NORM into disposal wells at Newpark's Big
Hill, Texas, facility. The direct injection of NORM permitted under the new
license expands Newpark's NORM disposal capacity and significantly reduces the
amount of pre-injection processing and chemicals required, thereby reducing
Newpark's cost of disposal. On June 10, 1996, Newpark amended an agreement
with a major oil company to provide for a NORM waste disposal project, which
Newpark estimates will require disposal of more than 200,000 barrels of NORM
and related NOW and generate revenues of approximately $10 million over the
first 12 months of the project.
Newpark also provides industrial waste management, laboratory and consulting
services for the customers of its NOW and NORM services. Newpark's offsite
waste processing operations utilize a combination of proprietary preparation
technology to blend the waste into an injectable slurry and specific
underground geology into which the slurry is injected.
NOW
Nonhazardous Oilfield Waste, or NOW, is waste generated in the exploration
for or production of oil and gas. These wastes typically contain levels of oil
and grease, salts or chlorides, and heavy metals in excess of concentration
limits defined by state regulators. NOW also includes soils which have become
contaminated by
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these materials. In the environment, oil and grease and chlorides disrupt the
food chain and have been determined by regulatory authorities to be harmful to
plant and animal life, and heavy metals can become concentrated in living
tissues.
NORM
Naturally Occurring Radioactive Material, or NORM, is present throughout the
earth's crust at very low levels. Among the radioactive elements, only Radium
226 and Radium 228 are slightly soluble in water. Because of their solubility,
which can carry them into living plant and animal tissues, these elements
present a hazard. Radium 226 and Radium 228 can be leached out of hydrocarbon
bearing strata deep underground by salt water which is produced with the
hydrocarbons. Radium generally precipitates out of the production stream as it
is drawn to the surface and encounters a pressure or temperature change in the
well tubing or production equipment, forming a rust-like scale. This scale
contains radioactive elements which, over many years, can become concentrated
on tank bottoms or at water discharge points at production facilities. Thus,
NORM waste is NOW that has become contaminated with these radioactive elements
at concentration levels in excess of limits established by state regulatory
authorities.
MAT RENTAL
Newpark uses a patented interlocking wooden mat system to provide temporary
worksites in unstable soil conditions typically found along the U.S. Gulf
Coast. Prior to 1994, Newpark's mat rental services were provided primarily to
the oil and gas exploration and production industry. In 1994, Newpark began
marketing these temporary worksites to other industries. Increasing
environmental regulation affecting the construction of pipelines, electrical
distribution systems and highways in and through wetlands environments has
provided a substantial new outlet for these services and has broadened the
geographic areas served by Newpark to include the coastal areas of the
Southeastern U.S., particularly Florida and Georgia, in addition to the U.S.
Gulf Coast. Mat rental revenue has increased from $11 million in 1990 to $31
million in 1995. In anticipation of increased demand for hardwood lumber used
in construction of its mats, Newpark purchased a sawmill in Batson, Texas, in
October 1992. Newpark has since doubled the capacity of the sawmill and
expects to fully utilize such capacity in serving its mat rental business.
The recent trend toward more strict environmental regulation of both
drilling and production operations conducted by Newpark's customers has
resulted in greater synergy between Newpark's mat rental and general oilfield
construction services and its other environmental services. Newpark offers its
services individually and as an integrated package and provides a
comprehensive combination of on-site waste management and construction
services for both the drilling of new sites and the remediation of existing
sites.
DEVELOPMENT OF THE BUSINESS
Since 1990, Newpark has concentrated on expanding and further integrating
its environmental service capabilities. Through acquisitions in 1990 and 1991,
Newpark extended its environmental services into the Texas Gulf Coast region.
In May 1991, Newpark expanded its processing capacity by constructing a new
NOW processing facility in Port Arthur, Texas, replacing a smaller facility.
Newpark has further increased capacity through subsequent equipment additions
and improvements in process technology and procedures. Beginning in 1992,
Newpark determined to develop a deep well injection program and, in March
1993, completed its first facility for underground disposal of NOW, at Big
Hill, Texas. During 1994, Newpark obtained a permit to process NORM waste for
disposal, and thus became a participant in the NORM disposal business. During
its first full year of operation, the NORM plant processed 70,000 barrels of
waste, generating revenue of $6 million.
Recent developments include:
. On June 10, 1996, Newpark amended an agreement with a major oil company
to provide for a NORM waste disposal project, which Newpark estimates
will require disposal of more than 200,000 barrels of NORM and related
NOW and generate revenues of approximately $10 million over the first 12
months of the project.
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. On May 21, 1996, Newpark was awarded a license from the Texas Railroad
Commission authorizing the direct injection of NORM into disposal wells
at its Big Hill, Texas facility.
. The trend toward more stringent regulation of NOW and NORM waste
continued during 1995. NORM regulations were adopted in several states,
most importantly New Mexico and Texas. The NORM regulations were revised
in Louisiana and Mississippi, and draft regulations have been prepared,
but are not yet proposed, in Oklahoma.
. The volume of NOW processed by Newpark grew by 25% during 1995, to 2.9
million barrels, despite a slightly lower rig count. The effect on
Newpark's services of a small decline in the number of active drilling
rigs was substantially offset by deeper drilling by Newpark's customers.
In the three months ended March 31, 1996, the volume of NOW processed
increased by 8% compared to the same period in 1995.
. A NOW facility, located near Fannett, Texas, was opened in the third
quarter of 1995 in anticipation of the conversion of the Big Hill
facility into a NORM facility, and additional wells were drilled at the
Big Hill facility, providing a further increase in waste disposal
capacity.
. Newpark extended its mat rental services to non-oilfield uses in Florida
and Georgia.
. Newpark initiated a joint venture to provide its mat rental services to
the exploration and production market in Venezuela.
NORM Direct Injection License. On May 21, 1996, Newpark was awarded a new
license from the State of Texas permitting receipt of NORM waste and direct
injection disposal of NORM at its Big Hill facility, without the requirement
to process the waste until it attains NOW characteristics. The Big Hill
facility will become Newpark's principal NORM disposal facility. Under the new
license, the processing facility and the disposal wells will be located at the
same site, minimizing transportation costs. Additionally, since the new
license allows injection of more concentrated NORM into the wells, subject
only to Newpark's facility contamination limits, the volume of material
injected is substantially lower than for the prior process, significantly
expanding the capacity and extending the useful life of the site. Newpark
believes that the new license will allow it to reduce prices to customers and
encourage the use of the direct injection process for the disposal of large
volumes of NORM. The recent contract with a major oil company for a large NORM
disposal project is the first remediation project to take advantage of this
new direct injection license.
Developments related to NOW. Newpark processed and disposed of 745,000
barrels of NOW in the first quarter of 1996, of which 622,000 barrels were
generated from current drilling and production operations and 123,000 barrels
were generated from the remediation of old pits and production facilities,
compared with 690,000 barrels in the first quarter of 1995, of which 600,000
were from current drilling and production operations and 90,000 were from
remediation activities. Newpark processed and disposed of 2,905,000 barrels of
NOW in 1995, of which 2,364,000 barrels were generated from current drilling
and production operations and 541,000 barrels were generated from the
remediation of old pits and production facilities, compared with 2,329,000
barrels in 1994, of which 1,974,000 were from current drilling and production
operations and 355,000 were from remediation activities.
During 1995, Newpark further expanded its NOW injection facility, located at
Big Hill, Texas, drilling two additional injection wells and constructing a
grinding mill at the site to more efficiently handle the large quantities of
waste resulting from the growing remediation market. The mill is used to
reduce and make uniform the size of the particles in the waste stream to
maintain desired flow characteristics in Newpark's injection wells. In
September 1995, Newpark opened its second injection site, at Fannett, Texas,
drilling two wells at that facility, and in the fourth quarter, completed a
bulk barge unloading facility adjacent to the original Port Arthur processing
facility. Together with additions to personnel and equipment at its receiving
facilities, this increased Newpark's NOW processing capacity to approximately
500,000 barrels per month. Newpark intends to use the Big Hill facility
primarily for disposal of NORM, and the Fannett facility will become Newpark's
primary facility for the disposal of NOW.
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Services to wetlands construction projects. Many of the environmental
concerns that have affected drilling in the environmentally sensitive marshes
of the U.S. Gulf Coast are now beginning to affect other construction
activities in the U.S. Gulf Coast and other geographic areas. Federal and
state regulatory agencies have begun to require increased precautions to
prevent construction-related damage to the environment in wetlands areas
throughout the United States. Newpark believes that its prefabricated mat
technology is well-suited for use in construction projects in wetlands and
other areas characterized by unstable soil conditions. During 1995, Newpark
performed projects in connection with pipeline, electrical utility and highway
construction projects in Georgia, Florida, Texas and Louisiana. Newpark
anticipates that similar opportunities will allow it to continue to diversify
its geographic base by participating in construction related activities in
other states.
Venezuela joint venture. The Venezuelan government has recently enacted
legislation designed to speed the opening of its petroleum sector to foreign
investment, including international oil companies, in furtherance of a
national objective of increasing that country's production of oil to 5 million
barrels per day by the year 2005. Many of the international oil companies
investing in Venezuela are Newpark's customers in the United States. During
the first quarter of 1995, Newpark invested in a joint venture, in which
Newpark holds a 38.8% interest, providing mat rental services in Venezuela in
support of oil and gas exploration and production activities. A total of 7,000
mats were shipped to the market during the year and, by year end,
substantially all were under contract to a customer. As of June 30, 1996,
there were approximately 18,000 mats in inventory in Venezuela. Newpark
expects that activity in Venezuela will continue to increase as further
exploration concessions are granted.
Drilling activity. The level of drilling activity in Newpark's service areas
declined 4%, to an average of 195 rigs working in 1995, compared to 202 during
1994. This mirrored the decline in the U.S. rig count, which averaged 723 in
1995 compared to 774 in 1994. The 1995 activity level was the second lowest
since 1940, after an average of 717 recorded in 1992. In much of the coastal
marsh and inland waters, termed the "transition zone", the high cost
associated with access to the site and the lack of seismic data has been an
obstacle to development. As a result, the area has been less actively drilled
compared to offshore and land areas. High quality seismic data has become
available for sites in the transition zone only through recent improvements in
technology. The increased use of advanced seismic data and the computer-
enhanced interpretation of that data has enabled Newpark's customers to select
exploratory drilling sites with greater likelihood of success. This enables
them to undertake more expensive projects, such as drilling in the transition
zone along the U.S. Gulf Coast region.
Such projects rely heavily on services such as Newpark's integrated
environmental services. Deeper wells require the construction of larger
locations to accommodate the drilling equipment and the equipment for handling
drilling fluids and associated wastes; such locations generally are in service
for significantly longer periods and generate additional mat rental revenues.
Deeper wells also require more chemically complex drilling fluid programs.
Newpark believes that deeper drilling has contributed significantly to the
increased demand for Newpark's services.
REGULATORY BACKGROUND
The oilfield market for environmental services has increased as regulations
have increased. Louisiana, Texas and other states have enacted comprehensive
laws and regulations governing the proper handling of NOW and NORM. This also
has heightened the awareness of both the generators of waste and landowners of
the need for proper treatment and disposal of such waste in both the drilling
of new wells and the remediation of production facilities.
For many years, prior to current regulation, industry practice was to allow
NOW to remain in the environment. Onshore, surface pits were used for the
disposal of NOW; offshore, NOW was discharged directly into the water. As a
result of increasing public concern over the environment, NOW disposal has in
recent years
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become subject to public scrutiny and governmental regulation. Operators of
exploration and production facilities, including major and independent oil
companies, have found themselves subject to laws and regulations issued by
numerous jurisdictions and agencies. These laws and regulations have imposed
strict requirements for ongoing drilling and production activities in certain
geographic areas, as well as for the remediation of sites contaminated by past
disposal practices and, in many respects, have prohibited the prior disposal
practices. In addition, operators have become concerned about possible long-
term liability for remediation, and landowners have become more aggressive
about land restoration. For these reasons, operators are increasingly
retaining service companies, such as Newpark, to devise and implement
comprehensive waste management techniques to handle waste on an ongoing basis
and to remediate past contamination of oil and gas properties.
Late in 1992, the Louisiana Department of Environmental Quality ("DEQ")
began to promulgate and enforce new, stricter limits on the level of radium
concentration above which NOW became categorized as NORM. NORM regulations
require more stringent worker protection, handling and storage procedures than
those required of NOW under Louisiana Statewide Executive Order 29-B.
Uncertainty in measuring NORM concentration was created by apparent
inconsistencies in the results produced by alternative testing methodologies
allowed in then current regulations. Early in 1994, DEQ published draft NORM
regulations which, with minor modification, became effective January 20, 1995,
as LAC 33:XV.1401-1420, Chapter 14. In Texas, the Railroad Commission adopted
final rules ("Rule 94") effective February 1, 1995. Adoption of these
regulations has resolved the regulatory uncertainty associated with NORM in
Texas and Louisiana.
The primary laws that have helped to create the market for Newpark's
environmental services in the U.S. Gulf Coast region, and which apply to
Newpark in the conduct of its business, are the Resource Conservation and
Recovery Act of 1976, as amended in 1984 ("RCRA"), the Comprehensive
Environmental Response, Compensation, and Liability Act, as amended in 1986
("CERCLA"), the laws and regulations promulgated by the states of Louisiana,
Texas and Alabama, the Federal Water Pollution Control Act, as amended (the
"Clean Water Act"), and the Federal Oil Pollution Act of 1990 ("OPA"). These
laws are discussed below under "Environmental Regulation".
DESCRIPTION OF BUSINESS
Oilfield Waste Disposal
NOW Waste Processing. Generally under state regulation, if NOW cannot be
treated for discharge or disposed of on the oil or gas lease location where it
is generated, it must be transported to a licensed NOW disposal or treatment
facility. There are several alternatives for offsite disposal of NOW available
to generators in the U.S. Gulf Coast, including: (i) land-farming, provided by
Newpark's competitors; (ii) processing and conversion of the NOW into a reuse
product; and (iii) underground injection. See "Injection Wells". Newpark
processes NOW waste at a facility located at Port Arthur, Texas, which was
opened in 1991. Newpark also operates six other receiving and transfer
facilities located along the U.S. Gulf Coast from Venice, Louisiana, to Corpus
Christi, Texas. Waste products are collected at the transfer facilities:
offshore exploration and production sites; land and inland waters exploration
and production sites; and remediation of existing or inactive well sites and
production facilities. These facilities are supported by a fleet of 42 double-
skinned barges certified by the U.S. Coast Guard to transport NOW. Waste
received is transported by barge through the Gulf Intracoastal Waterway to
Newpark's processing facility at Port Arthur, Texas, or trucked to facilities
at Fannett or Big Hill, Texas. Since November 1994, Newpark has disposed of a
majority of the waste received at its processing facility by injection of the
waste into disposal wells at its Big Hill facility and, since the third
quarter of 1995, at its Fannett facility, which is currently Newpark's primary
NOW facility.
Previously a large portion and currently a small portion of the waste is
converted into a commercial product that meets the specifications under
applicable federal and state regulations for reuse as a covering material or
cell liner material and other construction purposes at sanitary landfills.
Under these regulations,
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landfills must cover the solid waste deposited daily with earth or other inert
material. Newpark's product is deposited at either the City of Port Arthur
Municipal Landfill or the City of Beaumont Municipal Landfill for use as cover
or construction material pursuant to contracts with the respective cities.
This reuse is conducted under authorization from the Texas Natural Resources
Conservation Commission and is permitted by the Texas Railroad Commission,
under a permit that was renewed in January 1994, for a three year period.
Newpark also has developed alternative uses for the product as roadbase
material or construction fill material.
NORM Processing and Disposal. Newpark's entry into the onsite remediation
(1993) and disposal (1994) of NORM waste is discussed under "Business-
Development of the Business". Many alternatives are available to the generator
for the treatment and disposal of NORM. These include both chemical and
mechanical methods designed to achieve volume reduction, on-site burial of
encapsulated NORM within old well bores, and soil washing and other techniques
of dissolving and suspending the radium in solution for onsite injection of
NORM liquids. When the application of these techniques are insufficient to
bring the site into compliance with applicable regulations, the NORM must be
transported to a licensed storage or disposal facility. The growth in the NORM
disposal market also can be attributed to increased litigation on the part of
landowners who contend that their property has been damaged by past practices
of the oil and gas industry. In some cases, settlement of the litigation has
mandated the remediation of sites by offsite disposal of the NORM waste. In
addition, these lawsuits have caused other operators to dispose of NORM waste
offsite to avoid the threat of future litigation.
Newpark's initial NORM processing facility in Port Arthur, Texas was
licensed in September 1994 and began operations October 21, 1994. During 1995,
Newpark received 70,000 barrels of NORM contaminated waste at its Port Arthur
facility, generally by barge or truck, in drums or other containers, which was
then processed and transported by truck to Newpark's injection well facility.
On May 21, 1996, Newpark was awarded a new license permitting receipt of NORM
waste and direct injection disposal of NORM at its Big Hill, Texas facility,
without the requirement to process the waste until it attains NOW
characteristics, as was the case at the Port Arthur facility. Additionally,
since the processing facility and the disposal wells can now be located at the
same site, transportation costs are minimized. Although Newpark will continue
some processing of NORM as well as NOW at the Port Arthur facility, a
substantial portion of the processing equipment will be moved from Port Arthur
to the Big Hill facility. The new license also allows injection of more
concentrated NORM into the wells, subject only to Newpark's facility
contamination limits, without the introduction of viscosifiers and carrying
agents that often results in significant volume expansion. As a result, the
capacity and useful life of the site is extended. Newpark believes that the
new license will allow it to reduce prices to customers and encourage the use
of the direct injection process for the disposal of large volumes of NORM.
Injection Wells. In February 1993, upon receipt of a permit from the Texas
Railroad Commission, Newpark began development of a 50 acre injection well
facility in the Big Hill Field in Jefferson County, Texas. Newpark's injection
technology is distinguished from conventional methods in that it utilizes
environmentally secure geologic formations which are highly fractured,
allowing Newpark to utilize very low pressure, typically under 100 pounds per
square inch, to move the waste into the injection zone. Conventional wells
typically use pressures as high as 2,000 pounds per square inch. In the event
of a formation failure or blockage of the face of the injection zone, such
pressure can force waste material beyond the intended zone, posing a hazard to
the environment. The low pressure used by Newpark is inadequate to drive the
injected waste from its intended geologic injection zone.
Three wells were initially installed at the Big Hill facility and two
additional wells were successfully completed during 1995. Disposal operations
began at this site in November 1993. During 1995, Newpark licensed and
constructed a new injection well facility at a 400 acre site near Fannett,
Texas, which was placed in service in September 1995. Because of differences
between the geology and physical size of the two sites, the Fannett site is
expected to provide greater capacity than the Big Hill site. The injection
wells at Fannett receive NOW waste from Newpark's processing facilities at
Port Arthur, as well as from customers in the surrounding area.
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Newpark anticipates that it will open additional injection facilities for
both NOW and NORM waste in Louisiana and Texas over the next two to three
years. Newpark has identified a number of sites in the U.S. Gulf Coast region
as suitable for development of such disposal facilities, has received permits
for one additional site in Texas and plans to file for additional permit
authority in Louisiana. Newpark believes that its proprietary injection
technology has application to other markets and waste streams and has begun
preliminary work and analysis to enter the nonhazardous industrial waste
market in the future.
Newpark also operates an analytical laboratory in Lafayette, Louisiana,
which supports all phases of its environmental services and provides
independent laboratory services to the oil and gas industry. These services
include analytical laboratory and sampling services, permit application and
maintenance services and environmental site assessment and audit services.
Mat Rental
In 1988, Newpark acquired the right to use, in Louisiana and Texas, a
patented prefabricated interlocking mat system for the construction of
drilling and work sites, which has displaced use of individual hardwood
boards. This system is quicker to install and remove, substantially reducing
labor costs. It is also stronger, easier to repair and maintain and generates
less waste material during construction and removal than conventional board
roads. In 1994, Newpark acquired the exclusive right to use this system in the
continental U.S. for the life of the patent, which expires in 2003.
Oilfield Use. Newpark provides this patented interlocking mat system to the
oil and gas industry to ensure all-weather access to exploration and
production sites in the unstable soil conditions common along the onshore Gulf
of Mexico. The mats are generally rented to the customer for an initial period
of 60 days; after that time, additional rentals are earned on a monthly basis
until the mats are released by the customer.
Wetlands Use. Beginning in 1994, Newpark recognized the development of a
related use for its patented mat system in providing access roads and
temporary work sites to the pipeline, electrical utility and highway
construction industries. Demand for these services was spurred by Federal
Energy Regulatory Commission orders requiring compliance with environmental
protection rules under the Clean Water Act in the pipeline construction
business. In 1994, Newpark received approximately $2.4 million in revenue from
this source. During 1995, approximately $7 million in revenues was
attributable to wetlands applications.
Rerentals. Drilling and work sites are typically rented by the customer for
an initial period of 60 days. Often, the customer extends the rental term for
additional 30 day periods, resulting in additional revenues to Newpark. These
rerental revenues provide high margins because only minimal incremental
depreciation and maintenance costs accrue to each rerental period. Factors
which may increase rerental revenue include: (i) the trend toward increased
activity in the "transition zone" along the Gulf of Mexico, an area in which
Newpark's mat system provides the primary means of access; (ii) a trend toward
deeper drilling, taking a longer time to reach the desired depth; and, (iii)
the increased frequency of commercial success, requiring logging, testing and
completion (hook-up), extending the period during which access to the site is
required. In the opinion of industry analysts, application of advanced
technologies, particularly the use of three-dimensional seismic data, has
contributed to these trends.
New Products. All of the established mat patents utilize hardwood to
construct the mat. Beginning in 1994, Newpark began funding the development of
a patented synthetic molded mat fabricated from recycled post-consumer
plastic, rubber, fiberglass and resins. A limited number of pre-production
samples of a prototype mat were delivered to Newpark for testing in April
1996. Pending successful results in the testing program and construction by
the manufacturer of a production facility, Newpark expects to begin taking
delivery of commercial quantities of these new mats during 1998. No assurances
can be given, however, that these mats will be successfully produced or become
accepted in the mat rental market.
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Onsite Environmental Management
Promulgation and enforcement of increasingly stringent environmental
regulations affecting drilling and production sites has increased the scope of
services required by the oil companies. Often it is more efficient for the
site operator to contract with a single company that can provide all-weather
site access and provide the required onsite and offsite environmental services
on a fully integrated basis. Newpark provides a comprehensive range of
environmental services necessary for its customers' oil and gas exploration
and production activities.
Site Assessment. Site assessment work begins prior to installation of mats
on a drilling site, and generally begins with a study of the proposed well
site, which includes site photography, background soil sampling, laboratory
analysis and investigation of flood hazards and other native conditions. The
assessment determines whether the site has previously been contaminated and
provides a baseline for later restoration to pre-drilling condition.
Pit Design, Construction and Drilling Waste Management. Under its
Environmentally Managed Pit ("EMP") Program, Newpark constructs waste pits at
drilling sites and monitors the waste stream produced in drilling operations
and the contents and condition of the pits with the objective of minimizing
the amount of waste generated on the site. Where possible, Newpark disposes of
waste onsite by land-farming, through chemical and mechanical treatment of
liquid waste and by annular injection into a suitably permitted underground
formation. Waste water treated onsite may be reused in the drilling process
or, where permitted, discharged into adjacent surface waters.
Regulatory Compliance. Throughout the drilling process, Newpark assists the
operator in interfacing with the landowner and regulatory authorities. Newpark
also assists the operator in obtaining necessary permits and in complying with
record maintenance and reporting requirements.
Site Remediation.
NOW (Drilling). At the completion of the drilling process, under applicable
regulations, waste water on the site may be chemically or mechanically treated
and discharged into surface waters. Other waste that may not remain on the
surface of the site may be land-farmed on the site or injected under permit
into geologic formations to minimize the need for offsite disposal. Any waste
that does not remain onsite must be transported to an authorized facility for
processing and disposal at the direction of the generator or customer.
NOW (Production). Newpark also provides services to remediate production
pits and inactive waste pits including those from past oil and gas drilling
and production operations. Newpark provides the following remediation
services: (i) analysis of the contaminants present in the pit and a
determination of whether remediation is required by applicable state
regulation; (ii) treatment of waste onsite, and where permitted,
reintroduction of that material into the environment; and (iii) removal,
containerization and transportation to Newpark's processing facility of NOW
waste not treated onsite.
NORM. In January 1994, Newpark became a licensed NORM contractor, allowing
Newpark to perform site remediation work at NORM contaminated facilities in
Louisiana and Texas. Because of the need for increased worker-protective
equipment, extensive decontamination procedures and other regulatory
compliance issues at NORM facilities, the cost of providing such services is
materially greater than at NOW facilities and such services generate
proportionately higher revenues and operating margins than similar services at
NOW facilities.
Site Closure. The location is restored to its pre-drilling condition and
reseeded with native grasses. Closure also involves delivery of test results
indicating that closure has been completed in compliance with applicable
regulations. This information is important to the customer because the
operator is subject to future regulatory review and audits. In addition, the
information may be required on a current basis if the operator is subject to a
pending regulatory compliance order.
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Wood Product Sales
By the end of 1991, Newpark had become aware of increasing environmental
regulation affecting wetlands areas. These regulations have affected the oil
and gas drilling industry as well as pipeline, electrical distribution and
highway projects. In anticipation of increased demand for hardwood lumber used
in providing access to such wetlands sites, Newpark purchased a sawmill in
Batson, Texas, in October 1992. The mill's products include lumber, timber,
and wood chips, as well as bark and sawdust. Pulp and paper companies in the
area supply a large proportion of the hardwood logs processed at the sawmill
and, in turn, are the primary customers for wood chips created in the milling
process. During 1993, Newpark invested approximately $1 million in expansion
of the sawmill to increase its capacity for producing wood chips. During 1995,
Newpark invested an additional $750,000 to install a log watering system to
maintain the level of moisture in the wood chips produced, as desired by its
customers, and for expanded and improved sawing capacity, which improved both
production and efficiency. Newpark believes that the capacity of the sawmill
will be sufficient to meet its anticipated hardwood lumber needs for the
foreseeable future.
General Oilfield Services
Newpark performs general oilfield services throughout the U.S. Gulf Coast
area between Corpus Christi, Texas and Pensacola, Florida. General oilfield
services performed by Newpark include preparing work sites for the
installation of mats, connecting wells and placing them in production, laying
flow lines and infield pipelines, building permanent roads, grading, lease
maintenance (the maintenance and repair of producing well sites), cleanup and
general roustabout services. General oilfield services are typically performed
under short-term time and material contracts, which are obtained by direct
negotiation or bid.
INTERNATIONAL EXPANSION
During the first quarter of 1995, Newpark initiated participation in a
venture which provides mat rental services to the oil and gas industry in
Venezuela. Revenue from foreign operations has been immaterial in each of the
past three years. Newpark is currently in discussions with its joint venture
partners in Venezuela for the purchase of their interests in such venture, and
Newpark may acquire such interests during 1996. Newpark also is currently
reviewing expansion opportunities for its mat rental services in other foreign
markets, including Europe, Africa, Asia and South America.
SOURCES AND AVAILABILITY OF RAW MATERIALS AND EQUIPMENT
Newpark believes that its sources of supply for any materials or equipment
used in its businesses are adequate for its needs and that it is not dependent
upon any one supplier. No serious shortages or delays have been encountered in
obtaining any raw materials.
PATENTS AND LICENSES
Newpark seeks patents and licenses on new developments whenever feasible and
has recently applied for U.S. patents on its new NOW and NORM waste processing
and injection disposal system. Newpark has the exclusive license for the life
of the patent (which expires in 2003) to use, sell and lease the prefabricated
mats that it uses in connection with its site preparation business in the 48
contiguous states of the United States. The licensor has the right to sell
mats in states where Newpark is not engaged in business, but only after giving
Newpark the opportunity to take advantage of the opportunity itself. The
license is subject to a royalty which Newpark can satisfy by purchasing
specified quantities of mats annually from the licensor.
Newpark relies on a variety of unpatented proprietary technologies and know-
how in the processing of NOW and NORM. Although Newpark believes that this
technology and know-how are important factors in the environmental services
business, competitive products and services have been successfully developed
and marketed by others. Newpark believes that its reputation in its industry,
the range of services
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<PAGE>
offered, ongoing technical development and know-how, responsiveness to
customers and understanding of regulatory requirements are of equal or greater
competitive significance than its existing proprietary rights.
DEPENDENCE UPON LIMITED NUMBER OF CUSTOMERS
Newpark's customers are principally major and independent oil and gas
exploration and production companies operating in the U.S. Gulf Coast area,
with the vast majority of Newpark's customers concentrated in Louisiana and
Texas.
During the year ended December 31, 1995, approximately 30% of Newpark's
revenues were derived from 14 major oil companies, and one other customer
accounted for approximately 16% of consolidated revenues. Given current market
conditions and the nature of the products involved, Newpark does not believe
that the loss of this customer would have a material adverse effect upon
Newpark.
Newpark performs services either pursuant to standard contracts or under
longer term negotiated agreements. As most of Newpark's agreements with its
customers are cancelable upon limited notice, Newpark's backlog is not
significant. For the year ended December 31, 1995, approximately half of the
revenues of the environmental services segment were obtained on a bid basis,
and half of its revenues were derived on a negotiated or contractual basis.
Newpark does not derive a significant portion of its revenues from
government contracts of any kind.
COMPETITION
Newpark operates in highly competitive industry segments. Newpark believes
that the principal competitive factors in its businesses are price,
reputation, technical proficiency, reliability, quality and breadth of
services offered, managerial experience. Newpark believes that it effectively
competes on the basis of these factors and that its competitive position
benefits from its proprietary position with respect to the patented mat system
used in its site preparation business, its proprietary treatment and disposal
methods for both NOW and NORM waste streams and its ability to provide its
customers with an integrated well site management program including
environmental and general oilfield services.
It is often more efficient for the site operator to contract with a single
company that can prepare the well site and provide the required onsite and
offsite environmental services. Newpark believes that its ability to provide a
number of services as part of a comprehensive program enables Newpark to price
its services competitively.
The NOW disposal market is very large. Only a small portion of the total
waste generated is taken to a commercial disposal facility and many other
methods exist for dealing with the waste stream. In the areas served by
Newpark, there are at least 250 permitted commercial facilities, including
landfarms, landfills and injection facilities authorized to dispose of NOW.
There also are thousands of infield injection wells owned and operated by oil
and gas producers.
ENVIRONMENTAL DISCLOSURES
Newpark has sought to comply with all applicable regulatory requirements
concerning environmental quality. Newpark has made, and expects to continue to
make, the capital expenditures necessary to maintain environmental compliance
at its facilities, but, under current laws and regulations, does not expect
that these will become material in the foreseeable future. No material capital
expenditures for environmental compliance were made during 1995.
Newpark derives a significant portion of its revenue from providing
environmental services to its customers. These services have become necessary
in order for these customers to comply with regulations governing the
discharge of materials into the environment. Substantially all of Newpark's
capital expenditures made during 1994 and 1995, and those planned for 1996,
are directly or indirectly the result of such regulation.
36
<PAGE>
EMPLOYEES
At June 30, 1996, Newpark employed approximately 529 full and part-time
personnel, none of which are represented by unions. Newpark considers its
relations with its employees to be satisfactory.
ENVIRONMENTAL REGULATION
Newpark's business is affected both directly and indirectly by governmental
regulations relating to the oil and gas industry in general, as well as
environmental, health and safety regulations that have specific application to
Newpark's business. Newpark, through the routine course of providing its
services, handles and profiles hazardous regulated material for its customers.
Newpark also handles, processes and disposes of nonhazardous regulated
materials. This section discusses various federal and state pollution control
and health and safety programs that are administered and enforced by
regulatory agencies, including, without limitation, the U.S. Environmental
Protection Agency ("EPA"), the U.S. Coast Guard, the U.S. Army Corps of
Engineers, the Texas Natural Resource Conservation Commission, the Texas
Department of Health, the Texas Railroad Commission, the Louisiana Department
of Environmental Quality and the Louisiana Department of Natural Resources.
These programs are applicable or potentially applicable to Newpark's current
operations. Although Newpark intends to make capital expenditures to expand
its environmental services capabilities, Newpark believes that it is not
presently required to make material capital expenditures to remain in
compliance with federal, state and local laws and regulations relating to the
protection of the environment.
RCRA. The Resource Conservation and Recovery Act of 1976, as amended in
1984, ("RCRA"), is the principal federal statute governing hazardous waste
generation, treatment, storage and disposal. RCRA and EPA-approved state
hazardous waste management programs govern the handling of "hazardous wastes".
Under RCRA, liability and stringent operating requirements are imposed on a
person who is either a "generator" or "transporter" of hazardous waste or an
"owner" or "operator" of a hazardous waste treatment, storage or disposal
facility. The EPA and the states have issued regulations pursuant to RCRA for
hazardous waste generators, transporters and owners and operators of hazardous
waste treatment, storage or disposal facilities. These regulations impose
detailed operating, inspection, training and emergency preparedness and
response standards and requirements for closure, continuing financial
responsibility, manifesting of waste, record-keeping and reporting, as well as
treatment standards for any hazardous waste intended for land disposal.
Newpark's primary operations involve NOW, which is exempt from
classification as a RCRA-regulated hazardous waste. However, extensive state
regulatory programs govern the management of such waste. In addition, in
performing other services for its customers, Newpark is subject to both
federal (RCRA) and state solid or hazardous waste management regulations as
contractor to the generator of such waste.
At various times in the past, proposals have been made to rescind the
exemption that excludes NOW from regulation as hazardous waste under RCRA.
Repeal or modification of this exemption by administrative, legislative or
judicial process could require Newpark to change significantly its method of
doing business. There is no assurance that Newpark would have the capital
resources available to do so, or that it would be able to adapt its
operations.
Newpark's operations also require it to comply with Subtitle I of RCRA,
which regulates underground storage tanks in which liquid petroleum or
hazardous substances are stored. States have similar regulations, many of
which are more stringent in some respects than federal programs. The
implementing regulations require that each owner or operator of an underground
tank notify a designated state agency of the existence of such underground
tank, specifying the age, size, type, location and use of each such tank. The
regulations also impose design, construction and installation requirements for
new tanks, tank testing and inspection requirements, leak detection,
prevention, reporting and cleanup requirements, as well as tank closure and
removal requirements.
Newpark has a number of underground storage tanks that are subject to the
requirements of RCRA and applicable state programs. Violators of any of the
federal or state regulations may be subject to enforcement orders or
significant penalties by the EPA or the applicable state agency. Newpark is
not aware of any instances
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<PAGE>
in which it has incurred liability under RCRA for failure to comply with
regulations applicable to its underground storage tanks. However, cleanup
costs associated with releases from these underground storage tanks or costs
associated with changes in environmental laws or regulations could be
substantial and could have a material adverse effect on Newpark.
CERCLA. The Comprehensive Environmental Response, Compensation and Liability
Act, as amended in 1986, ("CERCLA"), provides for immediate response and
removal actions coordinated by the EPA for releases of hazardous substances
into the environment and authorizes the government, or private parties, to
respond to the release or threatened release of hazardous substances. The
government may also order persons responsible for the release to perform any
necessary cleanup. Liability extends to the present owners and operators of
waste disposal facilities from which a release occurs, persons who owned or
operated such facilities at the time the hazardous substances were released,
persons who arranged for disposal or treatment of hazardous substances and
waste transporters who selected such facilities for treatment or disposal of
hazardous substances. CERCLA has been interpreted to create strict, joint and
several liability for the costs of removal and remediation, other necessary
response costs and damages for injury to natural resources.
Among other things, CERCLA requires the EPA to establish a National
Priorities List ("NPL") of sites at which hazardous substances have been or
are threatened to be released and that require investigation or cleanup. The
NPL is constantly expanding. In addition, the states in which Newpark conducts
operations have enacted similar laws and keep similar lists of sites which may
be in need of remediation.
Although Newpark primarily handles oilfield waste classified as NOW under
relevant laws, this waste typically contains constituents designated by the
EPA as hazardous substances under RCRA, despite the current exemption of NOW
from hazardous substance classification, or under another environmental
statute referenced by CERCLA. Where Newpark's operations result in the release
of hazardous substances, including releases at sites owned by other entities
where Newpark performs its services, Newpark could incur CERCLA liability.
Previously owned businesses also may have disposed or arranged for disposal of
hazardous substances that could result in the imposition of CERCLA liability
on Newpark in the future. In particular, divisions and subsidiaries previously
owned by Newpark were involved in extensive mining operations at facilities in
Utah and Nevada. In addition, divisions and subsidiaries previously owned by
Newpark were involved in waste generation and management activities in
numerous states. These activities involved substances that may be classified
as CERCLA hazardous substances. Any of those sites or activities potentially
could be the subject of future CERCLA damage claims.
Newpark currently is, and in the past has been, named by the EPA as a
potentially responsible party in CERCLA actions based on its disposal of
oilfield wastes at such sites, but the liability associated with such actions
has not been material. Nonetheless, the identification of additional sites at
which clean-up action is required could subject Newpark to liabilities which
could have a material adverse effect on Newpark.
The Clean Water Act. The Clean Water Act regulates the discharge of
pollutants, including NOW, into waters. The Clean Water Act establishes a
system of standards, permits and enforcement procedures for the discharge of
pollutants from industrial and municipal waste water sources. The law sets
treatment standards for industries and waste water treatment plants and
provides federal grants to assist municipalities in complying with the new
standards. In addition to requiring permits for industrial and municipal
discharges directly into waters of the United States, the Clean Water Act also
requires pretreatment of industrial waste water before discharge into
municipal systems. The Clean Water Act gives the EPA the authority to set
pretreatment limits for direct and indirect industrial discharges.
In addition, the Clean Water Act prohibits certain discharges of oil or
hazardous substances and authorizes the federal government to remove or
arrange for removal of such oil or hazardous substances. The Clean Water Act
also requires the adoption of the National Contingency Plan to cover removal
of such materials. Under the Clean Water Act, the owner or operator of a
vessel or facility may be liable for penalties and costs incurred by the
federal government in responding to a discharge of oil or hazardous
substances.
Newpark treats and discharges waste waters at certain of its facilities.
These activities are subject to the requirements of the Clean Water Act and
federal and state enforcement of these regulations.
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<PAGE>
The Clean Water Act also has a significant impact on the operations of
Newpark's customers. The EPA Region 6 Outer Continental Shelf ("OCS") permit
covering oil and gas operations in federal waters in the Gulf (seaward of the
Louisiana and Texas territorial seas) was reissued in November, 1992 and
modified in December, 1993. This permit includes stricter discharge limits for
oil and grease concentrations in produced waters to be discharged. These
limits are based on the Best Available Treatment ("BAT") requirements
contained in the Oil and Gas Offshore Subcategory national guidelines which
were published March 3, 1993. Additional requirements include toxicity testing
and bioaccumulation monitoring studies of proposed discharges.
EPA Region 6, which includes Newpark's market, continues to issue new and
amended National Pollution Discharge Elimination System ("NPDES") general
permits further limiting or restricting substantially all discharges of
produced water from the Oil and Gas Extraction Point Source Category into
waters of the United States. These permits include:
. Onshore subcategory permits for Texas, Louisiana, Oklahoma and New
Mexico issued in February, 1991 (56 Fed. Reg. 7698). These permits
completely prohibit the discharge of drilling fluids, drill cuttings,
produced water or sand, and various other oilfield wastes generated by
onshore operations into waters of the U.S. This provision has the effect
of requiring that most oilfield wastes follow established state disposal
programs.
. Permits for produced water and produced sand discharges into coastal
waters of Louisiana and Texas issued on January 9, 1995 (60 Fed. Reg.
2387). Coastal means "any water landward of the territorial seas... or
any wetlands adjacent to such waters". All such discharges must cease by
January 1, 1997.
. The Outer Continental Shelf (OCS) permit for the western Gulf of Mexico,
covering oil and gas operations in federal waters (seaward of the
Louisiana and Texas territorial seas) reissued in November 1992 and
modified in December 1993. It is expected to be combined with an OCS
general permit covering new sources at its next revision.
. Permits for the territorial seas of Louisiana and Texas which were
scheduled to be proposed in the spring of 1995. The most recent
information from the EPA indicated the permits would be proposed in the
spring of 1996. The territorial seas part of the Offshore Subcategory
begins at the line of ordinary low water along the part of the coast
which is in direct contact with the open sea, and extends out three
nautical miles. These permits will cover both existing sources and new
sources. All discharges in Louisiana state waters must comply with any
more stringent requirements contained in Louisiana Water Quality
Regulations, LAC 33.IX.7.708.
The combined effect of all these regulations will closely approach a "zero
discharge standard" affecting all waters except those of the OCS. Newpark and
many industry participants believe that these permits may ultimately lead to a
total prohibition of overboard discharge in the Gulf of Mexico.
The Clean Air Act. The Clean Air Act provides for federal, state and local
regulation of emissions of air pollutants into the atmosphere. Any
modification or construction of a facility with regulated air emissions must
be a permitted or authorized activity. The Clean Air Act provides for
administrative and judicial enforcement against owners and operators of
regulated facilities, including substantial penalties. In 1990, the Clean Air
Act was reauthorized and amended, substantially increasing the scope and
stringency of the Clean Air Act's regulations. The Clean Air Act has very
little impact on Newpark's operations.
Oil Pollution Act of 1990. The Oil Pollution Act of 1990 contains liability
provisions for cleanup costs, natural resource damages and property damages
resulting from discharges of oil into navigable waters, as well as substantial
penalty provisions. The OPA also requires double hulls on all new oil tankers
and barges operating in waters subject to the jurisdiction of the United
States. All marine vessels operated by Newpark already meet this requirement.
State Regulation. In 1986, the Louisiana Department of Natural Resources
promulgated Order 29-B. Order 29-B contains extensive rules governing pit
closure and the generation, treatment, storage, transportation and disposal of
NOW. Under Order 29-B, onsite disposal of NOW is limited and is subject to
stringent guidelines. If these guidelines cannot be met, NOW must be
transported and disposed of offsite in accordance with the
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<PAGE>
provisions of Order 29-B. Moreover, under Order 29-B, most, if not all, active
waste pits must be closed or modified to meet regulatory standards; those pits
that continue to be allowed may be used only for a limited time. A material
number of these pits may contain sufficient concentrations of NORM to become
subject to regulation by the DEQ. Rule 8 of the Texas Railroad Commission also
contains detailed requirements for the management and disposal of NOW and Rule
94 governs the management and disposal of NORM. In addition, the Texas
Legislature recently enacted a law that has established an Oilfield Cleanup
Fund to be administered by the Texas Railroad Commission to plug abandoned
wells if the Commission deems it necessary to prevent pollution, and to
control or clean up certain oil and gas wastes that cause or are likely to
cause pollution of surface or subsurface water.
The Railroad Commission of Texas Rule 91 (16 TAC 3.91) became effective
November 1, 1993. This rule regulates the cleanup of spills of crude oil and
gas exploration and production activities including transportation by
pipeline. In general, contaminated soils must be remediated to oil and grease
content of less than 1%.
Many states maintain licensing and permitting procedures for the
construction and operation of facilities that emit pollutants into the air. In
Texas, the Texas Natural Resource Conservation Commission (the "TNRCC")
requires companies that emit pollutants into the air to apply for an air
permit or to satisfy the conditions for an exemption. Newpark has obtained
certain air permits and believes that it is exempt from obtaining other air
permits at its facilities including its Port Arthur, Texas, NOW processing
facility. Newpark met with the TNRCC and filed for an exemption in the fall of
1991. A subsequent renewal letter was filed in 1995. Based upon its feedback
from the TNRCC, Newpark expects that it will continue to remain exempt.
However, should it not remain exempt, Newpark believes that any remedial
actions that the TNRCC may require with regard to non-exempt air emissions
would not have a material adverse effect on the consolidated financial
statements of Newpark.
Other Environmental Laws. Newpark is subject to the Occupation Safety and
Health Act that imposes requirements for employee safety and health and
applicable state provisions adopting worker health and safety requirements.
Moreover, it is possible that other developments, such as increasingly
stricter environmental, safety and health laws, and regulations and
enforcement policies thereunder, could result in substantial additional
regulation of Newpark and could subject to further scrutiny Newpark's
handling, manufacture, use or disposal of substances or pollutants. Newpark
cannot predict the extent to which its operations may be affected by future
enforcement policies as applied to existing laws or by the enactment of new
statutes and regulations.
PROPERTIES
With few exceptions, Newpark leases its principal facilities and certain
equipment.
Newpark's corporate offices in Metairie, Louisiana, are occupied at an
annual rental of approximately $127,000 under a lease expiring in December
1997.
Its NOW processing facility in Port Arthur, Texas, is occupied at a current
annual rental of $168,000 under a lease which, as a result of Newpark's 1995
exercise of the first of three four-year renewal options, now expires in 1999.
The facility, which is located on 2.9 acres near the Intracoastal Waterway,
was constructed by the landowner to Newpark's specifications beginning late in
1990 and began operations in mid 1991.
Newpark's NORM processing facility is also located in Port Arthur, Texas on
3 acres of leased land adjacent to the NOW facility. Annual property rentals
are currently $37,000. The lease expires in July 1997 and has two five-year
renewal options available. Newpark constructed the processing facility during
1994.
Newpark owns two injection disposal sites in Jefferson County, Texas, one on
50 acres of land and the other on 400 acres. Seven wells are currently
operational at these sites.
Newpark maintains a fleet of 42 barges of which 21 are owned by Newpark,
fifteen are on daily rental agreements, six are under 10-year lease terms and
four are under 7-year lease terms. The barges are used to
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transport waste to processing stations and are certified for this purpose by
the U. S. Coast Guard. Annual rentals under the barge leases totaled
approximately $1,500,000 during 1995.
Additional facilities are held under short-term leases with annual rentals
aggregating approximately $800,000 during 1995. Newpark believes that its
facilities are suitable for their respective uses and adequate for current
needs.
Newpark owns property leased to others and used as a marine repair facility
occupying approximately 23 acres on an island in the Houston Ship Channel. In
December 1993, the property was leased to a third party that also obtained the
option to purchase the facility as part of the lease agreement. Early in 1994,
Newpark entered into a new financing of the property.
Newpark also owns 80 acres occupied as a sawmill facility near Batson,
Texas. Newpark believes this facility is adequate for current production
needs.
LEGAL PROCEEDINGS
Newpark and its subsidiaries are involved in litigation and other claims or
assessments on matters arising in the normal course of business. In the
opinion of Newpark, any recovery or liability in these matters should not have
a material effect on Newpark's consolidated financial statements.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table provides certain information regarding Newpark's current
directors and executive officers:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
James D. Cole(1) 55 Chairman of the Board, President,
and Chief Executive Officer
William Thomas Ballantine 51 Executive Vice President and
Director
Matthew W. Hardey 43 Vice President of Finance and
Chief Financial Officer
Philip S. Sassower(1)(2) 56 Chairman of the Executive
Committee and Director
Dibo Attar(3) 56 Director
William W. Goodson(2)(3) 81 Director
David P. Hunt 55 Director
Alan J. Kaufman(3) 58 Director
James H. Stone(1)(2)(3) 70 Director
</TABLE>
- --------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
James D. Cole joined Newpark in 1976, serving as Executive Vice President
until May 1977, when he was elected President and Chief Executive Officer. Mr.
Cole has served as a director since joining Newpark and was elected Chairman
of the Board of Directors in April 1996.
William Thomas Ballantine joined Newpark in December 1988, serving as Vice
President of Operations, and was elected Executive Vice President in 1992. He
was elected a Director of Newpark in October 1993.
Matthew W. Hardey joined Newpark in May 1988 as Treasurer and Assistant
Secretary and was elected Vice President of Finance and Chief Financial
Officer in April 1991. From 1985 until joining Newpark, Mr. Hardey was
employed in the commercial banking business.
Philip S. Sassower served as Chairman of the Board of Newpark from December
1987 to April 1996, and, in April 1996, was elected Chairman of the Executive
Committee of the Board of Directors. Mr. Sassower is also a general partner of
BP Restaurants, L.P., and CIC Standby Ventures, L.P, and a member, the manager
and the Chief Executive Officer of BP Acquisition L.L.C., the owner of a
restaurant chain in the Southwest. Mr. Sassower also is a director and
Chairman of the Finance Committee of Communication Intelligence Corporation, a
company engaged in pen-based computer technologies.
Dibo Attar is a business consultant to several domestic and international
companies and has been a private investor for more than ten years. Mr. Attar
also serves as Chairman of the Board of T.H. Lehman & Co., Inc., KTI, Inc. and
Renaissance Entertainment Corp.
William W. Goodson, who retired in 1983, served as Chairman of the Board of
Directors of a Newpark subsidiary from 1982 to 1987. For more than five years
prior thereto, he was President and Chief Operating Officer of the Newpark
subsidiary engaged in the oilfield and environmental construction business,
and other Newpark subsidiaries.
David P. Hunt joined Newpark's Board of Directors in November 1995. Prior to
joining Newpark and until his retirement in 1995, Mr. Hunt was employed by
Consolidated Natural Gas Company for 32 years, having most recently served as
President and Chief Executive Officer of New Orleans based CNG Producing
Company, an oil and gas exploration and production company.
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<PAGE>
Alan J. Kaufman has been engaged in the private practice of medicine since
1969. Dr. Kaufman is a neurosurgeon. Dr. Kaufman also is a director of Tesoro
Petroleum Corporation.
James H. Stone is Chairman of the Board and Chief Executive Officer of Stone
Energy Corporation, which is engaged in oil and gas exploration. Mr. Stone
also serves as a Director of Hibernia Corporation.
Directors are elected annually to serve until the next annual meeting of
stockholders and until their successors are elected and qualified. Executive
officers are appointed by and serve at the discretion of the Board of
Directors. No family relationships exist between any of the directors or
officers of Newpark.
PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to the beneficial
ownership of Newpark's outstanding Common Stock as of July 12, 1996, by (i)
each director of Newpark, (ii) the three executive officers of Newpark who
earned in excess of $100,000 in salary and bonus in 1995, and (iii) all
directors and executive officers as a group. Newpark is not aware of any
person who is the beneficial owner of more than five percent (5%) of its
outstanding Common Stock. Except as otherwise indicated below, each person
named in the table has sole voting and investment power with respect to all
shares of Common Stock beneficially owned by such person, except to the extent
that authority is shared by spouses under applicable law.
<TABLE>
<CAPTION>
PERCENT OF CLASS
SHARES -----------------
BENEFICIALLY PRIOR TO AFTER
NAME OF BENEFICIAL OWNER OWNED(1) OFFERING OFFERING
------------------------ ------------ -------- --------
<S> <C> <C> <C>
Philip S. Sassower.............................. 341,250 3.10% 2.43%
James D. Cole(2)................................ 272,256 2.48% 1.95%
James H. Stone(3)............................... 246,570 2.25% 1.76%
Dibo Attar(4)................................... 32,552 * *
Alan Kaufman(5)................................. 97,848 * *
Matthew W. Hardey............................... 45,198 * *
Wm. Thomas Ballantine........................... 21,691 * *
William W. Goodson.............................. 250 * *
David P. Hunt................................... 3,050 * *
All directors and executive officers as a group
(9 persons)..................................... 1,060,665 9.55% 7.52%
</TABLE>
- --------
* Indicates ownership of less than one percent.
(1) Includes shares which may be purchased upon the exercise of options which
are exercisable as of July 12, 1996, or become exercisable within 60 days
thereafter, for the following: Mr. Sassower--52,500 shares; Mr. Stone--
15,750 shares; Mr. Attar--15,750 shares; Dr. Kaufman--15,750 shares; Mr.
Ballantine--21,691 shares; Mr. Hardey--27,300 shares; and all directors
and executive officers as a group--148,741 shares.
(2) Includes 73,584 shares held by four separate Trusts of which Mr. Cole is a
Trustee and of which the beneficiaries are children of Mr. Cole. Mr. Cole
disclaims ownership of the 73,584 shares held by the four Trusts.
(3) Includes 1,050 shares held in a trust of which the beneficiaries are
children of Mr. Stone and 3,020 shares owned by the Stone Foundation. Mr.
Stone disclaims beneficial ownership of such shares.
(4) Includes 1,050 shares held by a fund over which Mr. Attar has investment
power.
(5) Includes (i) 13,649 shares held in an IRA account for the benefit of Dr.
Kaufman; (ii) 5,250 shares held in a Trust of which the beneficiaries are
children of Dr. Kaufman; and (iii) 3,150 shares held by his spouse. Dr.
Kaufman disclaims beneficial ownership of such shares.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
Newpark's authorized capital stock consists of (i) 20,000,000 shares of
Common Stock, $.01 par value per share; and (ii) 1,000,000 shares of Preferred
Stock, $.01 par value per share. All outstanding shares of Common Stock are
fully paid and nonassessable.
The following summaries of certain provisions of the capital stock of
Newpark do not purport to be complete and are subject to, and qualified in
their entirety by, the provisions of Newpark's Certificate of Incorporation
and Bylaws.
COMMON STOCK
As of July 12, 1996, there were 10,963,245 outstanding shares of Common
Stock held by 4,123 holders of record. Each share of Common Stock has an equal
and ratable right to receive dividends when, as and if declared by the Board
of Directors out of assets legally available therefor and subject to the
dividend obligations of Newpark to the holders of any preferred stock then
outstanding. See "Dividend Policy".
In the event of a liquidation, dissolution or winding up of Newpark, the
holders of Common Stock are entitled to share equally and ratably in the
assets available for distribution after the payment of all liabilities and
subject to any prior rights of any holders of preferred stock that at the time
may be outstanding.
The holders of Common Stock have no pre-emptive rights, conversion rights,
redemption provisions or sinking fund provisions. Each share of Common Stock
is entitled to one vote in the election of directors and on all matters
submitted to a vote of stockholders. Stockholders are not entitled to cumulate
votes in the election of directors and, therefore, holders of a majority of
the outstanding shares of Common Stock can elect all the directors.
The Common Stock offered hereby, when issued and sold as contemplated by
this Prospectus, will be validly issued, fully paid and nonassessable.
PREFERRED STOCK
Preferred stock may be issued from time to time in one or more series, and
the Board of Directors, without further approval of the stockholders, is
authorized to fix the dividend rates and terms, conversion rights, voting
rights, redemption rights and terms (including sinking fund provisions),
liquidation preferences and any other rights, preferences, privileges and
restrictions applicable to each series of preferred stock. The purpose of
authorizing the Board of Directors to determine such rights and preferences is
to eliminate delays associated with a stockholder vote on specific issuances.
The issuance of preferred stock, while providing flexibility in connection
with possible acquisitions and other corporate purposes, could, among other
things, adversely affect the voting power of the holders of Common Stock and,
under certain circumstances, make it more difficult for a third party to gain
control of Newpark.
CERTAIN CHARTER PROVISIONS
Newpark's Certificate of Incorporation provides that Newpark shall indemnify
its officers and directors to the fullest extent permitted by Delaware law
against claims arising out of their actions as officers or directors of
Newpark. The Certificate of Incorporation also provides that, to the fullest
extent permitted by law, Newpark's directors shall not be personally liable
for monetary damages for breach of the director's fiduciary duty of care to
Newpark or its stockholders. This provision does not eliminate the director's
duty of care or eliminate a stockholder's right to seek equitable remedies
such as an injunction or other forms of non-monetary relief. Each director
will continue to be subject to liability for (i) breach of the director's duty
of loyalty to Newpark or its stockholders; (ii) acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law;
(iii) improper declarations of dividends; and (iv) transactions from which the
director derived
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<PAGE>
an improper personal benefit. The provision also does not affect a director's
responsibilities under any other law, such as the Federal securities laws or
Federal or state environmental laws.
Newpark also is authorized by its Certificate of Incorporation to purchase
and maintain insurance for its officers and directors against claims arising
out of their actions as officers or directors of Newpark, whether or not
Newpark would have the power to indemnify such officers or directors for the
claim under applicable law. Newpark currently does not maintain such
insurance.
Pursuant to the Certificate of Incorporation, Newpark has elected not to be
governed by Section 203 of the Delaware General Corporation Law. Section 203
generally prevents a corporation from entering into certain business
combinations with an interested stockholder (defined as any person or entity
that is the beneficial owner of at least 15% of a corporation's voting stock)
or its affiliates, unless (i) the transaction is approved by the board of
directors of the corporation prior to such business combination; or (ii) the
interested stockholder acquires 85% or the corporation's voting stock in the
same transaction in which the stockholder exceeds 15%; or (iii) the business
combination is approved by the board of directors and by a vote of two-thirds
of the outstanding voting stock not owned by the interested stockholder.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company of New York.
45
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated , 1996 (the "Underwriting Agreement"), the underwriters
named below (the "Underwriters"), for whom CS First Boston Corporation,
Deutsche Morgan Grenfell/C. J. Lawrence Inc., The Robinson-Humphrey Company,
Inc., and Jefferies & Company, Inc. are acting as representatives (the
"Representatives"), have severally but not jointly agreed to purchase from
Newpark the following respective numbers of Shares:
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
CS First Boston Corporation.....................................
Deutsche Morgan Grenfell/C. J. Lawrence Inc.....................
The Robinson-Humphrey Company, Inc..............................
Jefferies & Company, Inc........................................
---------
Total......................................................... 3,000,000
=========
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the Shares offered hereby (other than those
shares covered by the over-allotment option described below) if any are
purchased. The Underwriting Agreement provides that in the event of a default
by an Underwriter, in certain circumstances the purchase commitments of non-
defaulting Underwriters may be increased or the Underwriting Agreement may be
terminated.
Newpark has granted to the Underwriters an option, expiring at the close of
business on the 30th day after the date of this Prospectus, to purchase up to
450,000 additional shares from Newpark at the initial public offering price,
less the underwriting discounts and commissions, all as set forth on the cover
page of this Prospectus. Such option may be exercised only to cover over-
allotments in the sale of the shares of Common Stock offered hereby. To the
extent that this option to purchase is exercised, each Underwriter will become
obligated, subject to certain conditions, to purchase approximately the same
percentage of such additional shares of Common Stock as it was obligated to
purchase pursuant to the Underwriting Agreement.
Newpark has been advised by the Representatives that the Underwriters
propose to offer the Shares to the public initially at the public offering
price set forth on the cover page of this Prospectus and, through the
Representatives, to certain dealers at such price less a concession of $
per share, and the Underwriters and such dealers may allow a discount of
$ per share on sales to certain other dealers. After the initial public
offering, the public offering price and concession and discount to dealers may
be changed by the Representatives.
Newpark has agreed that it will not offer, sell, announce its intention to
sell, pledge or otherwise dispose of, directly or indirectly, or file with the
Securities and Exchange Commission a registration statement under the
Securities Act relating to, any additional shares of its Common Stock or
securities convertible into or exchangeable for any shares of its Common Stock
without the prior written consent of CS First Boston Corporation for a period
of 90 days after the date of this Prospectus, except issuances of shares
pursuant to employee benefit plans (including stock option plans) existing on
the date hereof. In addition, directors and executive officers of Newpark have
agreed for a period of 90 days after the date of this Prospectus, that they
will not offer, sell or otherwise dispose of shares of Common Stock without
the prior written consent of CS First Boston Corporation.
Newpark has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act, or
contribute to payments which the Underwriters may be required to make in
respect thereof.
46
<PAGE>
Jefferies & Company, Inc. has acted as financial advisor to the Company in
connection with the Acquisition, for which it has been paid a fee of $75,000,
and is being reimbursed for its reasonable out-of-pocket expenses in
connection therewith. Jefferies & Company, Inc. will be paid an additional fee
of $175,000 upon the consummation of the Acquisition. In addition, in 1995,
The Robinson-Humphrey Company, Inc. acted as financial advisor to the Company
in connection with a previously proposed merger that was not completed, for
which it was paid $80,000 in fees and expenses.
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the Shares in Canada is being made only on a private
placement basis exempt from the requirement that Newpark prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of Shares are effected. Accordingly, any resale of the Shares in Canada
must be made in accordance with applicable securities laws which will vary
depending on the relevant jurisdiction, and which may require resales to be
made in accordance with available statutory exemptions or pursuant to a
discretionary exemption granted by the applicable Canadian securities
regulatory authority. Purchasers are advised to seek legal advice prior to any
resale of the Shares.
REPRESENTATIONS OF PURCHASERS
Each purchaser of Shares in Canada who receives a purchase confirmation will
be deemed to represent to Newpark and the dealer from whom such purchase
confirmation is received that (i) such purchaser is entitled under applicable
provincial securities laws to purchase such Shares without the benefit of a
prospectus qualified under such securities laws, (ii) where required by law,
that such purchaser is purchasing as principal and not as agent, and (iii)
such purchaser has reviewed the text above under "Resale Restrictions".
RIGHTS OF ACTION AND ENFORCEMENT
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available,
including common law rights of action for damages or rescission or rights of
action under the civil liability provisions of the U.S. federal securities
laws.
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be
possible for Ontario purchasers to effect service of process within Canada
upon the issuer or such persons. All or a substantial portion of the assets of
the issuer and such persons may be located outside of Canada and, as a result,
it may not be possible to satisfy a judgment against the issuer or such
persons in Canada or to enforce a judgment obtained in Canadian courts against
such issuer or persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of Shares to whom the Securities Act (British Columbia) applies
is advised that such purchaser is required to file with the British Columbia
Securities Commission a report within ten days of the sale of any Shares
acquired by such purchaser pursuant to this Offering. Such report must be in
the form attached to British Columbia Securities Commission Blanket Order BOR
#95/17 a copy of which may be obtained from Newpark. Only one such report must
be filed in respect of Shares acquired on the same date and under the same
prospectus exemption.
47
<PAGE>
LEGAL MATTERS
Certain matters with respect to the validity of the shares of Common Stock
offered hereby are being passed upon for Newpark by Ervin, Cohen & Jessup,
Beverly Hills, California. Fulbright & Jaworski L.L.P., Houston, Texas, has
acted as counsel to the Underwriters in connection with certain legal matters
relating to this Offering. Fulbright & Jaworski L.L.P. acts as counsel to
Newpark from time to time in various matters.
EXPERTS
The consolidated financial statements of Newpark as of December 31, 1995 and
1994 and for each of the three years in the period ended December 31, 1995
included in this Prospectus and incorporated by reference from Newpark's
Annual Report on Form 10-K for the year ended December 31, 1995, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report appearing herein, and incorporated herein by reference, and have been
so included and incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing. The Statements of
Net Assets of Campbell Wells' Marine NOW Service Business as of December 31,
1995 and 1994 and the related statements of operations for each of the three
years in the period ended December 31, 1995 included in this Prospectus have
been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report appearing herein, and have been so included in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
48
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
NEWPARK RESOURCES, INC.
Independent Auditor's Report.............................................. F-2
Consolidated Financial Statements:
Consolidated Balance Sheets at December 31, 1995 and 1994 and March 31,
1996................................................................... F-3
Consolidated Statements of Income for each of the three years in the
period ended December 31, 1995 and the three months ended March 31,
1996 and 1995.......................................................... F-4
Consolidated Statements of Stockholders' Equity for each of the three
years in the period ended December 31, 1995 and the three months ended
March 31, 1996......................................................... F-5
Consolidated Statements of Cash Flows for each of the three years in the
period ended
December 31, 1995 and the three months ended March 31, 1996 and 1995... F-6
Notes to Consolidated Financial Statements.............................. F-7
CAMPBELL WELLS, LTD.--MARINE NOW SERVICE BUSINESS
Independent Auditor's Report.............................................. F-18
Financial Statements:
Statement of Net Assets at December 31, 1995 and 1994 and March 31,
1996................................................................... F-19
Statements of Operations for each of the three years in the period ended
December 31, 1995 and the three months ended March 31, 1996 and 1995... F-20
Notes to Financial Statements........................................... F-21
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Newpark Resources, Inc.
We have audited the accompanying consolidated balance sheets of Newpark
Resources, Inc. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Newpark Resources, Inc. and
subsidiaries at December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
March 1, 1996
F-2
<PAGE>
NEWPARK RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------ ----------
1995 1994 1996
-------- -------- ----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents..................... $ 1,018 $ 1,404 $ 1,063
Accounts and notes receivable, less allowance
of $768 in 1995, $455 in 1994 and $762 in
1996......................................... 39,208 21,450 39,091
Inventories................................... 11,996 7,099 8,923
Other current assets.......................... 4,088 1,544 4,189
-------- -------- --------
Total current assets......................... 56,310 31,497 53,266
Property, plant and equipment, at cost, net of
accumulated depreciation...................... 85,461 67,630 90,996
Cost in excess of net assets of purchased
businesses, net of accumulated amortization... 4,340 4,403 4,325
Deferred tax assets............................ -- 2,271 --
Investment in joint venture.................... 1,094 -- 1,609
Other assets................................... 5,542 4,955 5,844
-------- -------- --------
$152,747 $110,756 $156,040
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable................................. $ 169 $ 1,796 $ 119
Current maturities of long-term debt.......... 7,742 8,236 9,994
Accounts payable.............................. 11,664 5,022 7,828
Accrued liabilities........................... 3,462 2,858 3,599
Current taxes payable......................... 1,165 -- 700
-------- -------- --------
Total current liabilities.................... 24,202 17,912 22,240
Long-term debt................................. 46,724 28,892 46,907
Other non-current liabilities.................. 285 253 285
Deferred taxes payable......................... 4,018 -- 5,164
Commitments and contingencies (Note J)......... -- -- --
Stockholders' equity:
Preferred Stock, $.01 par value, 1,000,000
shares authorized, no shares outstanding..... -- -- --
Common Stock, $.01 par value, 20,000,000
shares authorized, 10,634,177 shares
outstanding in 1995, 10,485,074 in 1994 and
10,694,974 in 1996........................... 105 99 106
Paid-in capital............................... 144,553 134,252 145,162
Retained earnings (deficit)................... (67,140) (70,652) (63,824)
-------- -------- --------
Total stockholders' equity................... 77,518 63,699 81,444
-------- -------- --------
$152,747 $110,756 $156,040
======== ======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
F-3
<PAGE>
NEWPARK RESOURCES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER THREE MONTHS
31, ENDED MARCH 31,
------------------------- ----------------
1995 1994 1993 1996 1995
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues.......................... $97,982 $79,632 $56,330 $26,767 $22,209
Operating costs and expenses:
Costs of services provided....... 64,467 56,259 42,581 17,599 15,532
Operating costs.................. 9,414 7,277 6,557 2,359 2,288
------- ------- ------- ------- -------
73,881 63,536 49,138 19,958 17,820
General and administrative
expenses......................... 2,658 3,231 2,129 717 648
Provision for uncollectible
accounts and notes receivable.... 463 974 671 -- 30
------- ------- ------- ------- -------
Operating income from continuing
operations....................... 20,980 11,891 4,392 6,092 3,711
Interest income................... (183) (78) -- (30) (91)
Interest expense.................. 3,740 2,660 1,274 907 889
Non-recurring expense............. 436 -- -- -- --
------- ------- ------- ------- -------
Income from continuing operations
before provision for income
taxes............................ 16,987 9,309 3,118 5,215 2,913
Provision (benefit) for income
taxes............................ 4,751 (85) (1,670) 1,899 423
------- ------- ------- ------- -------
Income from continuing operations. 12,236 9,394 4,788 3,316 2,490
Loss from discontinued operations. -- -- (2,366) -- --
------- ------- ------- ------- -------
Net income..................... $12,236 $ 9,394 $ 2,422 $ 3,316 $ 2,490
======= ======= ======= ======= =======
Weighted average shares
outstanding...................... 10,568 10,422 9,690 10,650 10,375
======= ======= ======= ======= =======
Income (loss) per common share:
Continuing operations............ $ 1.16 $ .90 $ .49 $ .31 $ .24
Discontinued operations.......... -- -- (.24) -- --
------- ------- ------- ------- -------
Net income..................... $ 1.16 $ .90 $ .25 $ .31 $ .24
======= ======= ======= ======= =======
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
F-4
<PAGE>
NEWPARK RESOURCES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
(INFORMATION FOR THE THREE MONTHS ENDED MARCH 31, 1996 IS UNAUDITED)
<TABLE>
<CAPTION>
RETAINED
COMMON PAID-IN EARNINGS
STOCK CAPITAL (DEFICIT) TOTAL
------ -------- --------- -------
<S> <C> <C> <C> <C>
Balance, January 1, 1993.................... $ 91 $128,035 $(82,468) $45,658
Employee stock options..................... -- 136 -- 136
Stock sale................................. 7 5,130 -- 5,137
Net income................................. -- -- 2,422 2,422
---- -------- -------- -------
Balance, December 31, 1993.................. 98 133,301 (80,046) 53,353
Employee stock options..................... 1 950 -- 951
Other...................................... -- 1 -- 1
Net income................................. -- -- 9,394 9,394
---- -------- -------- -------
Balance, December 31, 1994.................. 99 134,252 (70,652) 63,699
Employee stock options..................... 1 1,582 -- 1,583
Stock dividend............................. 5 8,719 (8,724) --
Net income................................. -- -- 12,236 12,236
---- -------- -------- -------
Balance, December 31, 1995.................. 105 144,553 (67,140) 77,518
---- -------- -------- -------
Employee stock options..................... 1 609 -- 610
Net income................................. -- -- 3,316 3,316
---- -------- -------- -------
Balance, March 31, 1996..................... $106 $145,162 $(63,824) $81,444
==== ======== ======== =======
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
F-5
<PAGE>
NEWPARK RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
-------------------------- --------------------
1995 1994 1993 1996 1995
-------- ------- ------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income................... $ 12,236 $ 9,394 $ 2,422 $ 3,316 $ 2,490
Adjustments to reconcile net
income to net cash provided
by continuing operations:
Depreciation and
amortization............... 9,967 7,370 5,929 2,818 2,335
Provision for doubtful
accounts................... 463 974 671 -- 30
Provision (benefit) from
deferred income taxes...... 3,217 (200) (1,700) 1,146 423
Loss (gain) on sales of
assets..................... 80 (9) (237) (41) (2)
Change in assets and
liabilities net of effects
of acquisitions:
(Increase) decrease in
accounts and notes
receivable................. (17,129) (3,723) (2,513) 42 (4,137)
(Increase) decrease in
inventories................ (4,897) 739 (3,418) 2,575 907
(Increase) decrease in other
assets..................... (1,536) (1,839) (211) (403) (1,068)
Increase (decrease) in
accounts payable........... 2,577 (677) 282 (4,807) 1,222
Increase (decrease) in
accrued liabilities and
other...................... 2,096 (937) 1,413 (397) (298)
-------- ------- ------- --------- ---------
Net cash provided by
operating activities...... 7,074 11,092 2,638 4,249 1,902
-------- ------- ------- --------- ---------
Cash flows from investing
activities:
Capital expenditures........ (23,989) (23,149) (9,690) (7,544) (2,597)
Disposal of property, plant
and equipment.............. 564 97 124 1,136 11
Investment in joint
ventures................... (1,094) -- -- (515) --
Payments received on notes
receivable................. 249 30 144 75 --
Advances on notes
receivable................. (227) (1,000) -- -- --
Proceeds from sale of net
assets of discontinued
operations................. -- 661 -- -- --
Other....................... -- -- (79) -- --
Decrease in net assets of
discontinued operations.... -- -- 722 -- --
-------- ------- ------- --------- ---------
Net cash used in investing
activities................ (24,497) (23,361) (8,779) (6,848) (2,586)
-------- ------- ------- --------- ---------
Cash flows from financing
activities:
Net borrowings on lines of
credit..................... 20,796 492 1,720 3,201 2,866
Principal payments on notes
payable, capital lease
obligations and long-term
debt....................... (20,170) (10,109) (4,825) (2,525) (3,337)
Proceeds from issuance of
debt....................... 14,828 21,167 9,728 1,358 223
Proceeds from conversion of
stock options.............. 1,266 897 136 610 299
Other....................... 317 55 -- -- --
-------- ------- ------- --------- ---------
Net cash provided by
financing activities...... 17,037 12,502 6,759 2,644 51
-------- ------- ------- --------- ---------
Net (decrease) increase in
cash and cash equivalents... (386) 233 618 45 (633)
Cash and cash equivalents at
beginning of year........... 1,404 1,171 553 1,018 1,404
-------- ------- ------- --------- ---------
Cash and cash equivalents at
end of year................. $ 1,018 $ 1,404 $ 1,171 $ 1,063 $ 771
======== ======= ======= ========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
F-6
<PAGE>
NEWPARK RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Principles of Consolidation. Newpark Resources, Inc.
("Newpark" or the "Company") provides comprehensive environmental management
and oilfield construction services to the oil and gas industry in the Gulf
Coast region, principally Louisiana and Texas. The consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries. All material intercompany transactions are eliminated in
consolidation.
Basis of Presentation. Newpark's interim financial statements as of March
31, 1995 and 1996 include all adjustments which, in the opinion of management,
are necessary in order to make a fair presentation of such financial
statements. All such adjustments are of a normal recurring nature. Operating
results for the three months ended March 31, 1996 are not necessarily
indicative of the results that may be expected for the entire year ending
December 31, 1996.
Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles 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.
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.
Fair Value Disclosures. Statement of Financial Accounting Standards ("SFAS")
No. 107, "Disclosures about Fair Value of Financial Instruments", requires the
disclosure of the fair value of all significant financial instruments. The
estimated fair value amounts have been developed based on available market
information and appropriate valuation methodologies. However, considerable
judgment is required in developing the estimates of fair value. Therefore,
such estimates are not necessarily indicative of the amounts that could be
realized in a current market exchange. After such analysis, management
believes the carrying values of the Company's significant financial
instruments (consisting of cash and cash equivalents, receivables, payables
and long-term debt) approximate fair values at March 31, 1996.
Inventories. Inventories are stated at the lower of cost (principally
average and first-in, first-out) or market. The cost of lumber and related
supplies for board roads is amortized on the straight-line method over their
estimated useful life of approximately one year.
Depreciation and Amortization. Depreciation of property, plant and
equipment, including interlocking board road mats, is provided for financial
reporting purposes on the straight-line method over the estimated useful lives
of the individual assets which range from three to thirty years. For income
tax purposes, accelerated methods of depreciation are used.
During the year ended December 31, 1993, the Company made a change in the
estimated service lives of its board road mats from five years to seven years.
The new lives were adopted to recognize the longer service life provided by
the mats. The effect of the change for the year ended December 31, 1993 was to
increase income from continuing operations $1,175,000 ($0.12 per share).
The cost in excess of net assets of purchased businesses ("excess cost") is
being amortized on a straight-line basis over forty years, except for
$2,211,000 relating to acquisitions prior to 1971 that is not being amortized.
Management of Newpark periodically reviews the carrying value of the excess
cost in relation to the current and expected operating results of the
businesses which benefit therefrom in order to assess whether there
F-7
<PAGE>
has been a permanent impairment of the excess cost of the net purchased
assets. Accumulated amortization on excess cost was $437,000 and $374,000 at
December 31, 1995 and December 31, 1994, respectively.
Revenue Recognition. Revenues from certain contracts, which are typically of
short duration, are reported as income on a percentage-of-completion method.
Contract revenues are recognized in the proportion that costs incurred bear to
the estimated total costs of the contract. When an ultimate loss is
anticipated on a contract, the entire estimated loss is recorded. Included in
accounts receivable are unbilled revenues in the amounts of $8,600,000 and
$2,674,000 at December 31, 1995 and December 31, 1994, respectively, all of
which are due within a one year period.
Income Taxes. Income taxes are provided using the liability method in
accordance with SFAS No. 109, "Accounting for Income Taxes". Under this
method, deferred income taxes are recorded based upon differences between the
financial reporting and income tax basis of assets and liabilities and are
measured using the enacted income tax rates and laws that will be in effect
when the differences are expected to reverse.
Non-Recurring Expense. Results for the year ended December 31, 1995 include
$436,000 of non-recurring costs associated with a proposed merger which was
not completed.
Interest Capitalization. For the years ended December 31, 1995, 1994 and
1993, the Company incurred interest cost of $4,198,000, $2,805,000 and
$1,359,000, respectively, of which $458,000, $145,000 and $85,000,
respectively, was capitalized on qualifying construction projects. For the
three months ended March 31, 1996 and 1995 (unaudited), the Company incurred
interest cost of $2,125,000 and $945,000, respectively, of which $218,000 and
$56,000, respectively, was capitalized.
Income Per Share. Income per share amounts are based on the weighted average
number of shares outstanding during the respective period and exclude the
negligible dilutive effect of shares issuable in connection with all stock
plans. All per share and weighted average share amounts have been restated to
give retroactive effect to a 5% stock dividend declared and paid during 1995.
New Accounting Standards. During 1995, SFAS No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
was issued. SFAS No. 121 establishes accounting standards for recording the
impairment of long-lived assets, certain identifiable intangibles, goodwill
and assets to be disposed of. The Company's adoption of SFAS No. 121 effective
for 1996 did not have a material impact on the Company's consolidated
financial statements.
In October 1995, SFAS No. 123, "Accounting for Stock-Based Compensation",
was issued and effective for the Company beginning January 1, 1996. SFAS No.
123 requires expanded disclosures of stock-based compensation arrangements
with employees and encourages (but does not require) compensation cost to be
measured based on the fair value of the equity instrument awarded. Companies
are permitted, however, to continue to apply APB Opinion No. 25, which
recognizes compensation cost based on the intrinsic value of the equity
instrument awarded. The Company will continue to apply APB Opinion No. 25 to
its stock based compensation awards to employees and will disclose the
required pro forma effect on net income and earnings per share.
Reclassifications. Certain reclassifications of prior year amounts have been
made to conform to the current year presentation.
B. DISCONTINUED OPERATIONS
On December 30, 1993, the operations of the Company's marine service
subsidiary were sold to an unrelated third party for their estimated net book
value of $1,135,000, of which $661,000 was received in cash during 1994 and a
short term note was issued for the remainder. The Company leased the facility
and certain
F-8
<PAGE>
equipment to the new operator through June 30, 1996, with an option to
purchase these assets at specified times during the lease term. The new
operator has notified Newpark of its intent to exercise the purchase option
before the expiration of the lease term. Newpark also agreed to make available
certain short-term financing of up to $1.6 million through June 30, 1996, with
annual interest at 7%, secured by, among other items, certain assets of the
third party and the personal guarantee of one of its principals. Advances
related to this financing arrangement amounted to $1.6 million at March 31,
1996 (unaudited), $1.6 million at December 31, 1995 and $1.4 million at
December 31, 1994. Revenue of the marine repair business was $16,251,000 for
the year ended December 31, 1993.
C. INVENTORIES
The Company's inventories at December 31, 1995 and 1994 are summarized as
follows (in thousands of dollars):
<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1995 1994
------- ------
<S> <C> <C>
Raw materials and supplies (including logs and board road
lumber)................................................. $11,641 $6,752
Finished goods........................................... 355 347
------- ------
$11,996 $7,099
======= ======
</TABLE>
D. PROPERTY, PLANT AND EQUIPMENT
The Company's investment in property, plant and equipment at December 31,
1995 and 1994 is summarized as follows (in thousands of dollars):
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1995 1994
-------- --------
<S> <C> <C>
Land.................................................. $ 5,072 $ 4,273
Buildings and improvements............................ 30,172 19,554
Machinery and equipment............................... 90,448 77,353
Other................................................. 2,537 2,208
-------- --------
128,229 103,388
Less accumulated depreciation......................... (42,768) (35,758)
-------- --------
$ 85,461 $ 67,630
======== ========
</TABLE>
As further discussed in Note B., the former marine repair facility is
currently held for lease and included in the above table. The cost of this
facility totaled $19.9 million at December 31, 1995 and December 31, 1994,
with related accumulated depreciation at $6.3 million and $5.6 million,
respectively. The principal components of the cost of this facility include
land of $3.1 million, buildings and improvements of $9.8 million and machinery
and equipment of $6.4 million. Rentals received were $1.6 million in each of
1995 and 1994.
F-9
<PAGE>
E. CREDIT ARRANGEMENTS AND LONG-TERM DEBT
Credit arrangements and long-term debt consisted of the following (in
thousands of dollars):
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1995 1994
------- -------
<S> <C> <C>
Bank-line of credit......................................... $18,378 $ 8,767
Bank-term note.............................................. 25,000 --
Assets subject to lease, financed through 2001 with an
interest rate of 10.1%..................................... 8,075 8,558
Interim construction credit agreement....................... 482 --
Acquisition financing due in 1996 with an interest rate of
8%......................................................... 327 743
Bank-inventory line of credit............................... -- 1,796
Term financing of board road mats........................... -- 8,730
Term financing of barges.................................... -- 2,814
Other, principally installment notes secured by machinery
and equipment payable through 2000 with interest at 3.3% to
13.5%...................................................... 2,373 7,516
------- -------
54,635 38,924
Less: current maturities of long-term debt.................. (7,911) (8,236)
current maturities of lines of credit..................... -- (1,796)
------- -------
Long-term portion........................................... $46,724 $28,892
======= =======
</TABLE>
The Company maintains a $60.0 million bank credit facility with $25.0
million in the form of a revolving line of credit commitment and the remaining
$35.0 million in a term note. The line of credit is secured by a pledge of
accounts receivable and certain inventory. It bears interest at either a
specified prime rate (8.5% at December 31, 1995 and 8.25% at March 31, 1996)
or the LIBOR rate (5.63% at December 31, 1995 and 5.44% at March 31, 1996)
plus a spread which is determined quarterly based upon the ratio of the
Company's funded debt to cash flow. The average interest rate for the year
ended December 31, 1995 was 8.56%. The line of credit requires monthly
interest payments and matures on December 31, 1998. At December 31, 1995, $6.3
million of letters of credit were issued and outstanding and $18.4 million had
been borrowed. At March 31, 1996 (unaudited), $5.8 million of letters of
credit were issued and outstanding and $11.6 million had been borrowed,
leaving $19.2 million available for cash advances under the line of credit.
The term note was used to refinance existing debt and requires monthly
interest installments and seventeen equal quarterly principal payments which
commenced March 31, 1996. The term note bears interest at the Company's option
of either a specified prime rate or the LIBOR rate, plus a spread which is
determined quarterly based upon the ratio of the Company's funded debt to cash
flow. The average interest rate for the year ended December 31, 1995 was
8.40%. The credit facility requires that the Company maintain certain
specified financial ratios and comply with other usual and customary
requirements. The Company was in compliance with the agreement at December 31,
1995 and at March 31, 1996.
On December 1, 1995, the Company entered into an interim construction credit
agreement in an aggregate amount not to exceed $1,840,000 for the construction
of an office building for two of its subsidiaries. The outstanding balance of
this credit agreement was $482,000 at December 31, 1995 and $1.8 million at
March 31, 1996 (unaudited). The agreement provides for an interest rate of
8.75% during construction. At the completion of construction, the interim
construction credit agreement will be converted to a term loan. The term loan
will require monthly principal and interest payments to fully amortize the
amount over 10 years. The term note will bear a fixed interest rate of 2.25%
per annum in excess of the treasury rate in effect on the date the term loan
is signed.
Maturities of Long-Term Debt are $7,911,000 in 1996, $7,438,000 in 1997,
$26,067,000 in 1998, $7,638,000 in 1999, $4,941,000 in 2000 and $640,000
thereafter.
F-10
<PAGE>
F. INCOME TAXES
The provision for income taxes charged to continuing operations (income
taxes related to discontinued operations for 1993 were not segregated as the
amounts were immaterial) is almost exclusively U. S. Federal tax as follows
(dollars in thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1995 1994 1993
------ ----- -------
<S> <C> <C> <C>
Current tax expense............................ $1,534 $ 115 $ 30
Deferred tax expense (benefit)................. 3,217 (200) (1,700)
------ ----- -------
Total provision (benefit)...................... $4,751 $ (85) $(1,670)
====== ===== =======
</TABLE>
The deferred tax expense (benefit) includes a decrease in the valuation
allowance for deferred tax assets of $1,700,000, $3,129,000, and $2,407,000
for 1995, 1994 and 1993, respectively.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1995 1994 1993
----- ----- -----
<S> <C> <C> <C>
Income tax expense at statutory rate............... 34.0 % 34.0 % 34.0 %
Non-deductible portion of business expense......... 1.4 (2.5) 1.6
Tax benefit of NOL utilization..................... (10.0) (33.6) (90.1)
Other.............................................. 2.6 1.2 0.9
----- ----- -----
Total income tax expense (benefit)................. 28.0 % (0.9)% (53.6)%
===== ===== =====
</TABLE>
For federal income tax return purposes, the Company has net operating loss
carryforwards ("NOLs") of $22,835,000 (net of amounts disallowed pursuant to
IRC Section 382) that, if not used, will expire in 1998 through 2009. The
Company also has $1,592,000 of alternative minimum tax credit carryforwards
available to offset future regular income taxes subject to certain
limitations. Substantially all of these carryforwards have been recognized for
financial reporting purposes.
Temporary differences and carryforwards which give rise to a significant
portion of deferred tax assets and liabilities are as follows (dollars in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1995 1994
-------- -------
<S> <C> <C>
Deferred tax assets:
Net operating losses................................. $ 8,696 $ 9,893
Alternative minimum tax credits...................... 1,592 295
All other............................................ 398 444
-------- -------
Total deferred tax assets.......................... 10,686 10,632
Valuation allowance.................................. (236) (967)
-------- -------
Net deferred tax assets............................ $ 10,450 $ 9,665
-------- -------
Deferred tax liabilities:
Depreciation......................................... $ 8,767 $ 6,244
Amortization......................................... 1,823 1,074
All other............................................ 1,177 447
-------- -------
Total deferred tax liabilities..................... 11,767 7,765
-------- -------
Total net deferred tax (liabilities) assets........ $(1,317) $ 1,900
======== =======
</TABLE>
Under SFAS No. 109, a valuation allowance must be established to offset a
deferred tax asset if, based on the weight of available evidence, it is more
likely than not that some portion or all of the deferred tax asset will
F-11
<PAGE>
not be realized. At December 31, 1994, the Company evaluated the available
evidence and believed that it was more likely than not that a portion of the
deferred tax asset would not be realized. A valuation allowance was recorded
in the financial statements to offset NOLs which the Company believed would
not be utilized. At December 31, 1994, the Company recorded a net deferred tax
asset of $1,900,000, of which $2,271,000 was recorded in non-current assets
and $371,000 was recorded in current accrued liabilities, the realization of
which was dependent on the Company's ability to generate taxable income in
future periods. The Company believed that its estimate of future earnings
based on contracts in place, the overall improved gas market and its prior
earnings trend supported the recorded net deferred tax asset.
At December 31, 1995, the deferred tax liabilities of the consolidated group
exceeded the deferred tax assets, therefore a deferred tax benefit was
recorded for the full amount of the remaining federal NOLs. The valuation
allowance recorded at December 31, 1995 relates to certain state NOLs which
have not to date been recognized for financial reporting purposes. At December
31, 1995, the Company has recorded a net deferred tax liability of $1,317,000,
of which $2,701,000 has been recorded in other current assets and $4,018,000
has been recorded as long-term deferred taxes payable.
G. PREFERRED STOCK
The Company has been authorized to issue up to 1,000,000 shares of Preferred
Stock, $.01 par value, none of which are issued or outstanding at March 31,
1996.
H. COMMON STOCK AND STOCK OPTIONS
Changes in outstanding Common Stock for the three years ended December 31,
1995, 1994, and 1993 were as follows (in thousands of shares):
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1995 1994 1993
-------- ----------------
<S> <C> <C> <C>
Outstanding, beginning of year......................... 9,986 9,858 9,130
Shares issued in exchange for extinguishment of debt... -- -- 700
Dividend shares issued................................. 505 -- --
Shares issued upon exercise of options................. 143 128 28
-------- ------- -------
Outstanding, end of year............................... 10,634 9,986 9,858
======== ======= =======
</TABLE>
The Amended and Restated Newpark Resources, Inc. 1988 Incentive Stock Option
Plan (the "1988 Plan") was adopted by the Board of Directors on June 22, 1988
and thereafter was approved by the stockholders. The 1988 Plan was amended at
various times by the Board of Directors and stockholders to increase the
number of shares of Common Stock issuable thereunder to the current level of
1,050,000 shares. An option may not be granted for an exercise price less than
the fair market value on the date of grant and may have a term of up to ten
years.
F-12
<PAGE>
Stock option transactions for the 1988 Plan for the three years ended
December 31, 1995, 1994 and 1993 are summarized below:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1995 1994 1993
------------ ------------ -----------
<S> <C> <C> <C>
Outstanding, beginning of year......... 374,981 303,149 215,191
Options granted........................ 387,000 191,000 117,500
Dividend options granted............... 32,610 -- --
Options exercised...................... (87,667) (119,168) (27,542)
Options canceled....................... (22,166) -- (2,000)
------------ ------------ -----------
Outstanding, end of year............... 684,758 374,981 303,149
============ ============ ===========
Option price per share:
Outstanding, end-of-year............... $3.80-$18.88 $3.00-$18.75 $3.00-$9.25
</TABLE>
At December 31, 1995 and December 31, 1994, the total number of outstanding
exercisable options were 145,979 and 54,144, respectively.
The 1992 Directors' Stock Option Plan (the "1992 Directors' Plan") was
adopted on October 21, 1992 by the Compensation Committee and was approved by
the stockholders in 1993.
The purpose of the 1992 Directors' Plan was to provide two directors
("Optionees") additional compensation for their services to Newpark and to
promote an increased incentive and personal interest in the welfare of Newpark
by such directors. The Optionees were each granted a stock option to purchase
52,500 shares of Common Stock at an exercise price of $8.33 per share, the
fair market value of the Common Stock on the date of grant, for a term of ten
years. No additional options may be granted under the Directors' Plan. At
December 31, 1995, 52,500 options had been exercised under this plan.
The 1993 Non-Employee Directors' Stock Option Plan (the "1993 Non-Employee
Directors' Plan") was adopted on September 1, 1993 by the Board of Directors
and was approved by the stockholders in 1994.
The 1993 Non-Employee Directors' Plan is intended to allow each non-employee
director of Newpark to purchase 15,750 shares of Common Stock. Non-employee
directors are not eligible to participate in any other stock option or similar
plan currently maintained by Newpark. The purpose of the 1993 Non-Employee
Directors' Plan is to promote an increased incentive and personal interest in
the welfare of Newpark by those individuals who are primarily responsible for
shaping the long-range plans of Newpark, to assist Newpark in attracting and
retaining on the Board persons of exceptional competence and to provide
additional incentives to serve as a director of Newpark.
Upon the adoption of the 1993 Non-Employee Directors' Plan, the five non-
employee directors then serving were each granted a stock option to purchase
15,750 shares of Common Stock at an exercise price of $8.57 per share, the
fair market value of the Common Stock on the date of grant. In addition, each
new Non-Employee Director, on the date of his or her election to the Board of
Directors, automatically will be granted a stock option to purchase 15,750
shares of Common Stock at an exercise price equal to the fair market value of
the Common Stock on the date of grant. The determination of fair market value
of the Common Stock is based on market quotations. On November 2, 1995, the
Board of Directors adopted, subject to stockholder approval, amendments to the
Non-Employee Directors' Plan to increase the maximum number of shares issuable
thereunder from 157,500 to 210,000 and to provide for the automatic grant at
five year intervals of additional stock options to purchase 10,500 shares of
Common Stock to each non-employee director who continues to serve on the
Board. At December 31, 1995, 15,750 options had been exercised under the 1993
Non-Employee Directors' Plan.
On November 2, 1995, the Board of Directors adopted, subject to stockholder
approval, the Newpark Resources, Inc. 1995 Incentive Stock Option Plan (the
"1995 Plan"), pursuant to which the Compensation
F-13
<PAGE>
Committee may grant incentive stock options and nonstatutory stock options to
designated employees of Newpark. Initially, a maximum of 525,000 shares of
Common Stock may be issued under the 1995 Plan, with such maximum number
increasing on the last business day of each fiscal year of Newpark, commencing
with the last business day of the fiscal year ending December 31, 1996, by a
number equal to 1.25% of the number of shares of Common Stock issued and
outstanding on the close of business on such date, with a maximum number of
shares of Common Stock that may be issued upon exercise of options granted
under the 1995 Plan being limited to 1,312,500.
I. SUPPLEMENTAL CASH FLOW INFORMATION
During 1994, the Company's noncash transactions included the consummation of
the sale of the operations of the Company's marine repair business for
$661,000 in cash and a $400,000 note receivable.
During 1993, the Company's noncash transactions included the issuance of
735,000 shares of the Company's common stock for extinguishment of certain
notes payable issued in connection with the assets purchased from Quality
Mill, Inc. and accrued liabilities incurred with the purchase of other fixed
assets. Additionally, the Company sold property with a book value of $250,000
in exchange for $100,000 in cash and a $400,000 note receivable.
Included in accounts payable and accrued liabilities at December 31, 1995,
1994 and 1993 were equipment purchases of $4,141,000, $774,000 and $933,000,
respectively. Also included are notes payable for equipment purchases in the
amount of $257,000 and $635,000 for 1995 and 1993, respectively. Included in
accounts payable and accrued liabilities at March 31, 1996 and 1995
(unaudited) were equipment purchases of $1,040,000 and $419,000, respectively.
Also included are notes payable for equipment purchases in the amount of
$351,000 at March 31, 1996 (unaudited).
Interest of $4,235,000, $2,713,000 and $1,912,000 was paid in 1995, 1994 and
1993, respectively, and interest of $986,000 and $892,000 was paid during the
three months ended March 31, 1996 and 1995 (unaudited), respectively. Income
taxes of $51,000, $90,200 and $82,000 were paid in 1995, 1994 and 1993,
respectively, and income taxes of $1,218,000 were paid during the three months
ended March 31, 1996 (unaudited). No income taxes were paid during the three
months ended March 31, 1995.
J. COMMITMENTS AND CONTINGENCIES
Newpark and its subsidiaries are involved in litigation and other claims or
assessments on matters arising in the normal course of business. In the
opinion of management, any recovery or liability in these matters will not
have a material adverse effect on Newpark's consolidated financial statements.
During 1992, the State of Texas assessed additional sales taxes for the
years 1988-1991. The Company has filed a petition for redetermination with the
Comptroller of Public Accounts. The Company believes that the ultimate
resolution of this matter will not have a material adverse effect on the
consolidated financial statements.
In the normal course of business, in conjunction with its insurance
programs, the Company has established letters of credit in favor of certain
insurance companies in the amount of $2,000,000 at March 31, 1996 (unaudited),
and $2,825,000 at December 31, 1995 and December 31, 1994. At December 31,
1995 and March 31, 1996 (unaudited), the Company had outstanding guaranty
obligations totaling $469,000 and $453,000, respectively, in connection with
facility closure bonds issued by an insurance company.
Since May 1988, the Company has held the exclusive right to use a patented
prefabricated mat system with respect to the oil and gas exploration and
production industry within the State of Louisiana. On June 20, 1994, the
Company entered into a new license agreement by which it obtained the
exclusive right to use the same patented prefabricated mat system, without
industry restriction, throughout the continental United States. The license
agreement requires, among other things, that the company purchase a minimum of
20,000 mats annually
F-14
<PAGE>
through 2003. The Company has met this annual mat purchase requirement since
the inception of the agreement. Any purchases in excess of that level may be
applied to future annual requirements. The Company's annual commitment to
maintain the agreement in force is currently estimated to be $4,600,000.
At December 31, 1995 and March 31, 1996 (unaudited), the Company had
outstanding a letter of credit in the amount of $3,816,000 issued to a state
regulatory agency to assure funding for future site closure obligations at its
NORM processing facility.
The Company leases various manufacturing facilities, warehouses, office
space, machinery and equipment and transportation equipment under operating
leases with remaining terms ranging from one to ten years with various renewal
options. Substantially all leases require payment of taxes, insurance and
maintenance costs in addition to rental payments. Total rental expenses of
continuing operations for all operating leases were $5,210,000, $4,049,000 and
$4,226,000, in 1995, 1994 and 1993, respectively.
Future minimum payments under noncancelable operating leases, with initial
or remaining terms in excess of one year are: $1,683,000 in 1996; $1,192,000
in 1997; $924,000 in 1998; $859,000 in 1999; $781,000 in 2000; and $562,000
thereafter.
Capital lease commitments are not significant.
K. BUSINESS AND CREDIT CONCENTRATION
During 1995, one customer accounted for approximately 16% of total revenue
($15,890,000). In 1993 and 1994, the Company did not derive ten percent or
more of its revenues from sales to any single customer.
Export sales are not significant.
L. CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially subject the Company to significant
concentrations of credit risk consist principally of cash investments and
trade accounts and notes receivable.
The Company maintains cash and cash equivalents with various financial
institutions. These financial institutions are located throughout the
Company's trade area and company policy is designed to limit exposure to any
one institution. The Company performs periodic evaluations of the relative
credit standing of these financial institutions which are considered in the
Company's investment strategy.
Concentrations of credit risk with respect to trade accounts and notes
receivable are limited due to the large number of entities comprising the
Company's customer base and, for notes receivable, the required collateral.
The Company maintains an allowance for losses based upon the expected
collectibility of accounts and notes receivable.
F-15
<PAGE>
M. SUPPLEMENTAL SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- ------- ------------ -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
1996:
Revenues.............................. $26,767
Operating income...................... 6,092
Net income............................ 3,316
Net income per share.................. .31
1995:
Revenues.............................. $22,209 $22,454 $24,793 $28,526
Operating income...................... 3,711 4,789 5,529 6,951
Net income............................ 2,490 3,206 2,700 3,840
Net income per share.................. .24 .30 .26 .36
1994:
Revenues.............................. $17,146 $19,396 $21,169 $21,921
Operating income...................... 2,288 2,843 3,165 3,595
Net income............................ 1,740 2,273 2,436 2,945
Net income per share.................. .17 .22 .23 .28
</TABLE>
F-16
<PAGE>
INDEPENDENT AUDITORS REPORT
To the Board of Directors
Sanifill, Inc.
We have audited the accompanying statements of net assets of the marine NOW
service business of Campbell Wells, Ltd. (the "Acquired Business") as of
December 31, 1995 and 1994, and the related statements of operations for each
of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the management of Campbell Wells, Ltd.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the statements of net assets of the Acquired Business, as of
December 31, 1995 and 1994, and the results of operations of the Acquired
Business for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
June 6, 1996
F-17
<PAGE>
CAMPBELL WELLS, LTD.--MARINE NOW SERVICE BUSINESS
STATEMENTS OF NET ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- MARCH 31,
1995 1994 1996
---------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C>
PROPERTY AND EQUIPMENT
Buildings and facilities.................... $ 300,029 $ 105,258 $ 327,949
Equipment................................... 2,260,588 556,428 2,331,666
Furniture and fixtures...................... 289,997 241,155 358,948
Vehicles.................................... 539,130 74,799 626,850
Leasehold improvements...................... 226,867 194,699 289,152
---------- --------- ----------
3,616,611 1,172,339 3,934,565
Less accumulated depreciation and
amortization................................. 1,383,535 503,992 1,403,219
---------- --------- ----------
2,233,076 668,347 2,531,346
CAPITAL LEASE OBLIGATION...................... 468,311 -- 444,439
---------- --------- ----------
NET ASSETS.................................... $1,764,765 $ 668,347 $2,086,907
========== ========= ==========
</TABLE>
See accompanying notes to financial statements
F-18
<PAGE>
CAMPBELL WELLS, LTD.--MARINE NOW SERVICE BUSINESS
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS
YEARS ENDED DECEMBER 31 ENDED MARCH 31,
----------------------------------- ----------------------
1995 1994 1993 1996 1995
----------- ----------- ----------- ----------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues................ $18,837,073 $15,368,935 $10,966,968 $ 5,591,672 $3,609,391
Costs of operations..... 12,007,350 9,745,841 7,371,250 3,539,372 2,636,321
----------- ----------- ----------- ----------- ----------
Gross profit............ 6,829,723 5,623,094 3,595,718 2,052,300 973,070
Selling, general and
administrative......... 1,945,619 1,627,348 1,393,359 488,806 412,618
----------- ----------- ----------- ----------- ----------
Operating income........ 4,884,104 3,995,746 2,202,359 1,563,494 560,452
Income taxes............ 1,660,595 1,358,553 748,802 531,588 190,554
----------- ----------- ----------- ----------- ----------
Net income.............. $ 3,223,509 $ 2,637,193 $ 1,453,557 $ 1,031,906 $ 369,898
=========== =========== =========== =========== ==========
</TABLE>
See accompanying notes to financial statements
F-19
<PAGE>
CAMPBELL WELLS, LTD.--MARINE NOW SERVICE BUSINESS
NOTES TO FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION
On June 5, 1996, Newpark Resources, Inc. ("Newpark") entered into an Asset
Purchase and Lease Agreement with Sanifill, Inc. ("Sanifill") and Campbell
Wells Ltd. ("Campbell Wells"), a wholly owned subsidiary of Sanifill, for the
purchase and lease of certain marine related assets of the nonhazardous
oilfield waste ("NOW") service business of Campbell Wells (the "Acquired
Business"). If the transaction is consummated, Newpark will purchase
substantially all of Campbell Wells non-landfarm assets and will assume leases
associated with five transfer stations located along the Gulf Coast and three
receiving docks at the landfarm facilities operated by Campbell Wells. The
accompanying financial statements have been prepared from the historical books
and records of Campbell Wells and present (1) the assets of the Acquired
Business as of December 31, 1995 and 1994 and (2) the results of operations of
the Acquired Business for the years ended December 31, 1995, 1994, and 1993.
Since only certain net assets are being acquired, statements of financial
position and cash flows of the marine related NOW service business are not
applicable.
The statements of operations may not necessarily be indicative of the
results of operations that would have been realized had the Acquired Business
been operated as a stand-alone entity or as an unaffiliated entity. The
statements of operations include an allocation of selling, general and
administrative expense based on a percentage of revenues. Campbell Wells
believes this allocation is reasonable.
As a wholly owned subsidiary of Sanifill, Campbell Wells maintained a
noninterest-bearing intercompany account with Sanifill for recording the
parent company's investment, intercompany charges for costs and expenses, and
intercompany transfers of cash, among other transactions. It is not feasible
to ascertain the portion of the intercompany account related solely to the
Acquired Business, and, consequently, the amount of related interest expense
or interest income which would have been recorded in the accompanying
statements of operations had the intercompany account been interest-bearing.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles 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.
Property and Equipment--Property and equipment are stated at cost, less
accumulated depreciation. Expenditures for property and equipment and items
which substantially increase the useful lives of existing assets are
capitalized at cost and depreciated. Depreciation is provided using the
straight-line method in amounts considered sufficient to amortize the cost of
the depreciable assets to operations over their estimated services lives.
Leasehold improvements are amortized over the lives of the respective leases
or their estimated service lives, whichever is shorter. Equipment leased under
capital leases is amortized over the normal depreciation policy for owned
assets. Depreciation expense for each of the three years in the period ended
December 31, 1995 was approximately $194,000, $150,000 and $116,000,
respectively. The periods used in determining depreciation and amortization
follow:
<TABLE>
<CAPTION>
PERIOD
-----------
<S> <C>
Buildings and leasehold improvements 10-30 years
Vehicles and equipment 3-7 years
Furniture and fixtures 3-7 years
</TABLE>
Differences in useful lives are due to differences in lease terms or
estimated lives for the different locations.
F-20
<PAGE>
Revenue Recognition--Revenues in the Acquired Business are primarily
comprised of disposal and barge cleaning fees. Disposal revenue is recognized
once the waste is unloaded at the disposal or transfer facility.
Income Taxes--The operations of Campbell Wells and the Acquired Business
were included in the consolidated U.S. federal income tax return of Sanifill,
Inc. Campbell Wells, Ltd. assumed a federal tax rate of 34% of taxable income.
The allocation did not distinguish between current and deferred income taxes.
State income taxes were not material.
C. LEASE COMMITMENTS
In the operation of the Acquired Business, Campbell Wells leases various
barges and tug boats, machinery and equipment, and transfer facilities under
operating leases with remaining terms ranging from one to five years with
various renewal options. Substantially all leases require payment of taxes,
insurance and maintenance costs in addition to rental payments. Total rental
expenses for all operating leases were approximately $1,862,000, $2,245,000
and $2,011,000 for the years ended December 31, 1995, 1994 and 1993,
respectively.
Future minimum payments under noncancelable operating leases with initial or
remaining terms in excess of one year are $895,000 in 1996, $419,000 in 1994,
$346,000 in 1998, $347,000 in 1999 and $237,000 in 2000.
Property plant and equipment at December 31 includes the following amounts
related to capital leases:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1995 1994
-------- --------
<S> <C> <C>
Equipment leased under capital leases....................... $545,730 $118,658
Less accumulated depreciation............................... (89,658) (3,956)
-------- --------
$456,072 $114,702
======== ========
</TABLE>
Depreciation expense provided on these assets was $85,702 and $3,956 during
1995 and 1994, respectively.
The following is a schedule by years of future minimum lease payments under
these capital leases together with the present value of the net minimum lease
payments.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31:
- ------------------------
<S> <C>
1996............................................................... $133,451
1997............................................................... 133,451
1998............................................................... 133,451
1999............................................................... 128,604
2000............................................................... 28,104
--------
Total minimum lease payments....................................... 557,061
Less interest portion.............................................. (88,750)
--------
Present value of net minimum lease payments........................ $468,311
========
</TABLE>
The carrying value of the capital lease obligation approximates the fair
value.
D. CONTINGENCIES
Campbell Wells is involved in certain claims and litigation arising in the
normal course of Acquired Business. In the opinion of Campbell Wells, the
ultimate resolution of these matters will not have a material adverse effect
on the financial statements of the Acquired Business.
F-21
<PAGE>
E. MAJOR CUSTOMERS
Revenue from various customers of the Acquired Business for the years ended
December 31, 1995, 1994 and 1993, which amounted to 10% or more of total
revenues were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
-------------- -------------- --------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ ------- ------ -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Customer A......................... $3,384 18.0% -- -- -- --
Customer B......................... 2,170 11.5% $1,625 10.5% -- --
Customer C......................... 1,345 7.0% 1,618 10.5% $1,731 15.0%
</TABLE>
F-22
<PAGE>
[PHOTOGRAPH APPEARS HERE]
Aerial view, looking south towards the Gulf of Mexico (about six miles
distant), of the Port Arthur NOW and NORM transfer facilities. The location
was chosen for its proximity to the Intracoastal Waterway connecting the
transfer stations and ready truck access to the injection disposal facilities
about thirty miles to the west.
<PAGE>
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY NEWPARK OR ANY UNDERWRITER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSE-
QUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
NEWPARK SINCE SUCH DATE.
------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information..................................................... 3
Incorporation of Certain Documents by Reference........................... 3
Prospectus Summary........................................................ 4
Risk Factors.............................................................. 9
The Acquisition........................................................... 11
Price Range of Common Stock and Dividends................................. 13
Use of Proceeds........................................................... 14
Capitalization............................................................ 14
Pro Forma Financial Information........................................... 15
Selected Historical Financial Data........................................ 19
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 21
Business.................................................................. 27
Management................................................................ 42
Principal Stockholders.................................................... 43
Description of Capital Stock.............................................. 44
Underwriting.............................................................. 46
Notice to Canadian Residents.............................................. 47
Legal Matters............................................................. 48
Experts................................................................... 48
Index to Consolidated Financial Statements................................ F-1
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Newpark Resources, Inc.
3,000,000 Shares
Common Stock
($.01 par value)
PROSPECTUS
CS First Boston
Deutsche Morgan Grenfell
The Robinson-Humphrey
Company, Inc.
Jefferies & Company, Inc.
- -------------------------------------------------------------------------------
<PAGE>
PART II--INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses payable by the
registrant in connection with the issuance and distribution of the securities
being registered, other than underwriting discounts and commissions:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................. $ 43,125
NASD filing fee..................................................... 13,006
New York Stock Exchange fee......................................... 1,500
Blue Sky fees and expenses (including legal fees)................... *
Printing costs...................................................... 150,000
Legal fees.......................................................... 400,000
Accounting fees and expenses........................................ 100,000
Miscellaneous expenses.............................................. *
--------
Total........................................................... $ *
========
</TABLE>
--------
* To be filed by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"GCL") permits a corporation to, and the registrant's bylaws require that it,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
As permitted under Section 145 of the GCL, the registrant's bylaws also
provide that it shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation. However, in such an action by or on
behalf of a corporation, no indemnification may be made in respect of any
claim, issue or matter as to which the person is adjudged liable for
negligence or misconduct in the performance of his duty to the corporation
unless, and only to the extent that the court determines that, despite the
adjudication of liability but in view of all the circumstances, the person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
In addition, the indemnification provided by section 145 shall not be deemed
exclusive of any other rights to which a person seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
The registrant's Certificate of Incorporation (the "Certificate") provides
that the registrant shall indemnify, to the fullest extent permitted by law,
each of its officers, directors, employees and agents who was or is a party
II-1
<PAGE>
to, or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the registrant. The Certificate also provides
that, to the fullest extent permitted by law, no director of the registrant
shall be liable to the registrant or its stockholders for monetary damages for
breach of his fiduciary duty as a director.
The Certificate also provides that the registrant may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the registrant, or is serving at the request of the registrant as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise against any
liability incurred by such person in any such capacity, or arising out of his
status as such, regardless of whether the registrant is empowered to indemnify
such person under the provisions of law. Newpark does not currently maintain
any such insurance.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<C> <S>
1.1 Underwriting Agreement.*
2.1 Asset Purchase and Lease Agreement, dated June 5, 1996, among the
registrant, Sanifill, Inc., Campbell Wells, Ltd. and Now Disposal
Holding Co.**
2.2 Now Disposal Agreement, dated June 4, 1996, among Sanifill, Inc., Now
Disposal Operating Co. and Campbell Wells, Ltd.**
2.3 Amendment to Asset Purchase and Lease Agreement, dated July 15, 1996,
among the registrant, Sanifill, Inc., Campbell Wells, Ltd. and Now
Disposal Holding Co.
Form of certificate representing shares of the registrant's Common
4.1 Stock.(1)
5.1 Opinion of Ervin, Cohen & Jessup.*
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ervin, Cohen & Jessup (included in Exhibit 5.1).*
24.1 Powers of Attorney.**
27.1 Financial Data Schedule.**
</TABLE>
- --------
* To be filed by amendment
** Previously filed.
(1) Incorporated by reference from the registrant's Registration Statement on
Form S-1 (File No. 33-40716).
ITEM 17. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more that a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement.
II-2
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Metairie, State of Louisiana on July
16, 1996.
NEWPARK RESOURCES, INC.
By
/s/ James D. Cole
-----------------------------------
James D. Cole, Chairman of the
Board,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ James D. Cole Chairman of the Board, July 16, 1996
- ------------------------------------ President and Chief
James D. Cole Executive Officer
/s/ Matthew W. Hardey Vice President of Finance July 16, 1996
- ------------------------------------ and Chief Financial Officer
Matthew W. Hardey
Wm. Thomas Balantine* Executive Vice President and July 16, 1996
- ------------------------------------ Director
Wm. Thomas Balantine
Philip S. Sassower* Director July 16, 1996
- ------------------------------------
Philip S. Sassower
Dibo Attar* Director July 16, 1996
- ------------------------------------
Dibo Attar
W.W. Goodson* Director July 16, 1996
- ------------------------------------
W. W. Goodson
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
David P. Hunt* Director July 16, 1996
- ------------------------------------
David P. Hunt
Dr. Alan J. Kaufman* Director July 16, 1996
- ------------------------------------
Dr. Alan J. Kaufman
James H. Stone* Director July 16, 1996
- ------------------------------------
James H. Stone
*By: /s/ Matthew W. Hardey
- ------------------------------------
Matthew W. Hardey
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
1.1 Underwriting Agreement.*
2.1 Asset Purchase and Lease Agreement, dated June 5, 1996,
among the registrant, Sanifill, Inc., Campbell Wells,
Ltd. and Now Disposal Holding Co.**
2.2 Now Disposal Agreement, dated June 4, 1996, among
Sanifill, Inc., Now Disposal Operating Co. and
Campbell Wells, Ltd.**
2.3 Amendment to Asset Purchase and Lease Agreement, dated
July 15, 1996, among the registrant, Sanifill, Inc.,
Campbell Wells, Ltd. and Now Disposal Holding Co.
4.1 Form of certificate representing shares of the
registrant's Common Stock.(1)
5.1 Opinion of Ervin, Cohen & Jessup.*
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ervin, Cohen & Jessup (included in Exhibit
5.1).*
24.1 Powers of Attorney.**
27.1 Financial Data Schedule.**
</TABLE>
- --------
* To be filed by amendment
** Previously filed.
(1) Incorporated by reference from the registrant's Registration Statement on
Form S-1 (File No. 33-40716).
<PAGE>
EXHIBIT 2.3
AMENDMENT
TO
ASSET PURCHASE AND LEASE AGREEMENT
This AMENDMENT TO ASSET PURCHASE AND LEASE AGREEMENT (the "Amendment") is
made and entered into effective July 15, 1996, by and between (a) SANIFILL,
INC., a Delaware corporation ("Parent"), CAMPBELL WELLS, LTD., a Delaware
limited partnership (the "Company"), and NOW DISPOSAL HOLDING CO., a Delaware
corporation ("Holdco") (Parent, the Company and Holdco being sometimes
collectively referred to herein as "Sellers"), and (b) NEWPARK RESOURCES,
INC., a Delaware corporation ("Buyer" or "Newpark"), with reference to the
following facts:
A. On June 5, 1996, Sellers and Buyer entered into an agreement (the
"Agreement") captioned "ASSET PURCHASE AND LEASE AGREEMENT." Terms used in
this Amendment that are defined in the Agreement shall have the same meanings
herein as in the Agreement.
B. The parties desire to agree that, if all other conditions precedent to
their obligations have been satisfied, the Closing will occur concurrently
with the satisfaction of the condition set forth in Paragraph 10.8 of the
Agreement.
NOW THEREFORE, the parties hereby agree as follows:
1. Paragraph 12 of the Agreement is hereby amended to read in its entirety
as follows:
"12. Closing.
The closing ("Closing") of the transactions contemplated by this
Agreement shall take place concurrently with the satisfaction of the
condition set forth in Paragraph 10.8 or, if later, on the business day
following the satisfaction or waiver of all of the other conditions
precedent to the parties' obligations hereunder. The Closing shall take
place at a location to be determined by mutual agreement. The term
"Closing Date" herein shall mean the date of the Closing."
2. Except as hereby amended, the Agreement is and shall remain in full force
and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first set forth above.
(Signatures on next page)
<PAGE>
SANIFILL, INC. ("Parent")
By __________________________________
CAMPBELL, WELLS, LTD. (the
"Company")
By SANIFILL GP HOLDING CO., INC.,
its General Partner
By __________________________________
NOW DISPOSAL HOLDING CO. ("Holdco")
By __________________________________
NEWPARK RESOURCES, INC. ("Buyer")
By __________________________________
James D. Cole, President
2
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 1 to Registration Statement No.
333-05805 of Newpark Resources, Inc. of our report dated March 1, 1996,
included in the Annual Report on Form 10-K of Newpark Resources, Inc. for the
year ended December 31, 1995, and to the use of our report dated March 1,
1996, appearing in the Prospectus, which is a part of such Registration
Statement. We also consent to the use in such Registration Statement of our
report dated June 6, 1996, related to the financial statements of the Marine
NOW Service Business of Campbell Wells, Ltd., appearing in the Prospectus,
which is a part of such Registration Statement, and to the reference to us
under the headings "Summary Historical and Pro Forma Financial Information"
and "Experts" in such Prospectus.
DELOITTE & TOUCHE llp
New Orleans, Louisiana
July 15, 1996
