NPK International Inc (NPKI) 2017 Q3 法說會逐字稿

Greetings, and welcome to the Newpark Resources Third Quarter 2017 Earnings Conference Call.

(Operator Instructions) As a reminder, this conference is being recorded.

It is now my pleasure to introduce your host, Mr. Ken Dennard.

Thank you.

You may begin.

Thank you, operator, and good morning, everyone.

We appreciate you joining us for the Newpark Resources conference call and webcast to review third quarter 2017 results.

With me today are Paul Howes, Newpark's President and Chief Executive Officer; Gregg Piontek, Chief Financial Officer; Phil Vollands, President of Fluids business; and Matthew Lanigan, President of The Mats business.

Following my remarks, management will provide a high-level commentary on the financial details of the third quarter and outlook before opening the call for Q&A.

Before I turn the call over to management, I have a few housekeeping details to run through.

There will be a replay of today's call.

It'll be available by webcast on the company's website at newpark.com.

There will also be a recorded replay until November 14th, and that information is included in yesterday's release.

Please note that information reported on this call speaks only as of today, October 31, 2017, and therefore, you are advised that time-sensitive information may no longer be accurate as of the time of any replay listening or transcript reading.

In addition, the comments made by management during this conference call may contain forward-looking statements within the meaning of the United States federal securities laws.

These forward-looking statements reflect the current views of Newpark's management.

However, various risks, uncertainties and contingencies could cause Newpark's actual results, performance or achievements to differ materially from those expressed in the statements made by management.

The listener is encouraged to read the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K to understand certain of those risks, uncertainties and contingencies.

The comments today may also include certain non-GAAP financial measures.

Additional details and reconciliation to the most directly comparable GAAP financial measures are included in the quarterly press release, which can be found on the Newpark website.

Now with that behind me, I'd like to turn the call over to Newpark's President and CEO, Mr. Paul Howes.

Thank you, Ken, and good morning to everyone.

Before I get into the details of the quarter, I'd like to touch briefly on the recent hurricanes that have impacted the Texas and Louisiana Gulf Coast areas.

Fortunately, our facilities in the region were spared any significant damage from the storm and the disruption to our operations was fairly short lived.

However, many of our employees were personally affected.

And I wanted to take a moment to recognize the efforts of the men and women of Newpark in helping their fellow employees and others in the community impacted by Hurricane Harvey.

Now turning to the quarter.

We're very pleased to report another solid quarter for both segments, with consolidated revenues increasing 10% to $202 million in the third quarter, generating EBITDA of $19 million and net income of $0.03 per diluted share.

In fluids, revenue gains were once again led by our North American operations.

Despite the modest headwind created by Hurricane Harvey, our U.S. fluid revenues improved by 10% sequentially, outperforming the rig count increase for the fourth consecutive quarter.

The relative outperformance in the third quarter is largely attributable to the deepwater Gulf of Mexico, where projects with 2 IOCs contributed $4 million of revenue.

Meanwhile, we continue to advance discussions with multiple customers regarding upcoming deepwater projects as we look to further leverage our recent investments in our Gulf of Mexico deepwater facility.

In Canada, revenues also rebounded sharply in the third quarter following the typical seasonal pattern after spring breakup, resulting in a 16% increase in total North American fluids revenue.

Internationally, while activity remained somewhat suppressed, we're beginning to see certain customers respond to the improving long-term outlook for commodity prices.

Overall, our international fluid revenues remained relatively stable as improvements in customer activity in Romania were partially offset by declines on key NOCs and IOC contracts in Kuwait, Algeria and Albania, largely related to project timing.

It's also worth noting that work in India began in the third quarter on our new contract awarded earlier this year.

With the stronger revenues, the fluids segment operating margin improved modestly, coming in at 5% for the third quarter.

The Mats business also posted another very strong quarter, which continues to reflect the benefits of our diversification strategy.

Despite the anticipated reduction following the large-scale utility transmission and distribution projects in the second quarter, segment revenues improved in the third quarter, led by $13 million of Mats sales.

Rental and service activity also held up better than expected following a strong Q2 result as the anticipated declines in the utility sector was partially offset by an increase with pipeline customers.

With the solid top line performance, the Mats segment operating margin came in at 31% for the third quarter.

Also, I'd like to take a moment to discuss a few key developments that occurred following the end of the quarter.

As we previously announced, following the maturity of our convertible bonds at the beginning of October, we recently amended our revolving credit facility and extended its term to October 2022.

In addition to reducing our borrowing costs, the amendment also increased the facility size from $90 million to $150 million.

The expanded borrowing capacity is meaningful in support of our growth strategy, including the pending acquisition, which we announced earlier this morning.

As we highlight in today's press release, we have entered into a definitive agreement to acquire substantially all of the assets and operations of the Well Service Group and Utility Access Solutions for total consideration of $75 million, which includes approximately $43 million of cash and $32 million through the issuance of Newpark shares.

This acquisition is another meaningful step in our efforts to further advance our industry-leading composite matting systems across the variety of targeted end markets, and we expect this transaction to be accretive to earnings in 2018.

With that, I'd like to turn the call over to Matthew Lanigan to discuss the acquisition in more detail, including the expected impact to our long-term Mat strategy.

Matthew?

Thanks, Paul.

As Paul touched on, we're very excited about this acquisition, which is another key step to our diversification strategy.

As we've highlighted in past calls, the penetration of nonexploration markets remain a significant growth opportunity for us.

We've seen steady growth from these markets, which contributed a record $27 million of revenues in the third quarter and over $60 million of revenues year-to-date.

Building on this momentum, the acquisition will expand our service capabilities across markets, which, together with our existing mats offering, will allow us to provide a complementary bundle of products and services to our customers across geographic regions and targeted industry sectors.

Our relationship with the Well Service Group goes back more than 5 years, where they have operated as our key strategic partner in the Northeast region providing logistics, installation and complementary services for our industry-leading matting systems.

Based in Pittsburgh, Pennsylvania, the Well Service Group established a foundation as a leading worksite service provider to operate its drilling in the Marcellus and Utica basin.

In recent years, they have expanded geographically and across end-user markets, including entry into the utility, transmission and distribution sector and now, maintain a footprint that covers the Northeast, Midwest, Rockies and West Texas.

The combined Well Service and Utility Access Solutions businesses provide a variety of services that are complementary to our composite matting services, including access road construction, side planning and preparation, environmental protection, fluids and spill containment, erosion control and site restoration services.

Through our long history partnering in the oilfield market, we've seen a strong alignment in company cultures, which makes this acquisition a natural fit for us and provides a key foundation for success moving forward.

The Well Service Group leadership team has done an outstanding job navigating the business throughout the cycle and will bring tremendous value to the Newpark team.

Like Newpark, the Well Service Group has proven to be a forward-thinking and innovative company, focused on driving operational efficiencies for their customers.

With this combination, we see many distinct advantages and opportunities to create value.

First and foremost, this combination allows us to significantly expand our service offering beyond our core matting systems and enhance our capabilities to drive operational efficiencies for our customers across all end-user markets.

Also, this acquisition is yet another catalyst to accelerate our innovation efforts, significantly expanding our touch points with customers across key markets and providing invaluable input to further our product research and development.

Our Dura-Base matting systems are the industry standards for temporary worksite solutions.

However, the development of next-generation systems and ancillary product offerings through continual innovation is critical to our long-term success.

Combining the acquisition with the completion of our R&D facility last year significantly enhances our capabilities to drive product innovation.

The third value driver of this transaction is diversification.

With an infrastructure that spans across the Northeast, Midwest, Rockies and West Texas, the acquisition not only provides geographic expansion, but also provides us with added capabilities and presence to accelerate our penetration of the many end-user markets with our Dura-Base matting systems.

Needless to say, we look forward to welcoming the Well Service Group and Utility Access Solutions employees into the Newpark family, and we are excited for the many opportunities that this acquisition creates.

With that, I'd like to turn the call over to Gregg Piontek to discuss the detailed financial results for the third quarter as well as our near-term outlook.

Gregg?

Thanks, Matthew, and good morning, everyone.

Before covering the details of our third quarter financial results, I'd like to first comment on the amendment to our asset base credit facility.

As Paul touched on, with the maturity of the 2017 convertible notes now behind us, the ABL Facility amendment was a significant next step in terms of establishing our long-term capital structure.

Comparing to our previous facility, the amendment provides us with several meaningful improvements, including the increased size from $90 million to $150 million; a 2.5-year extension to the term, which now runs to October 2022; reduced costs, both in terms of borrowing rates and unused line fees; and improvements in facility limitations.

In addition, the agreement includes an accordion feature, which enables the facility to expand with our business up to a maximum size of $225 million.

We are very pleased with this amendment, which provides us with greater flexibility to execute our growth strategy and enhance shareholder value.

And we appreciate the strong support from our banking group.

Now turning to the specifics of the quarter.

I'll begin with an overview of our operating segments before finishing with our consolidated results and outlook.

The Fluids Systems segment generated total revenues of $167 million, reflecting an 11% improvement from the second quarter and an 87% increase year-over-year.

In the U.S., revenues were $97 million, up 10% sequentially, which modestly outpaced the 6% rig count increase.

As Paul touched on, substantially all of the relative outperformance was attributable to our offshore Gulf of Mexico operation where projects with 2 IOCs contributed $4 million of revenues to the third quarter.

The remainder of our U.S. regions trended fairly closely with the overall activity levels, which have pulled back modestly following the strong start to the quarter.

We have experienced a modest impact from Hurricane Harvey in August and September, which caused a temporary slowdown in operator activity in our South Texas and Gulf Coast operations.

On a year-over-year basis, U.S. revenues have increased 188% from Q3 2016, nearly doubling the 97% improvement in average rig count over this period.

The relative outperformance was largely driven by market share gains and an increase in well complexity, which result in higher revenue generation per well.

In Canada, revenues followed the typical seasonal progression heading into the second half of the year, improving by $6 million from the prior quarter, in line with the increase in rig count.

On a year-over-year basis, revenues improved by $7 million, reflecting an outperformance to the rig count.

Both the sequential and year-over-year comparisons also include a modest benefit from currency rates due to the weakening U.S. dollar.

Turning to our international regions.

Revenues in the Eastern Hemisphere were $47 million in the third quarter, reflecting a slight improvement from Q2.

The sequential comparison primarily reflects an improvement in customer activity in Romania, along with a modest lift from currency rates, partially offset by declines in Kuwait, Algeria and Albania, largely attributable to project timing.

We also saw a modest revenue contribution from India as activity began to ramp up under our new Cairn contract.

On a year-over-year basis, revenues in the Eastern Hemisphere improved by 13% as an increase in activity in Romania, Algeria and Albania, along with a modest lift from currency rates was partially offset by declines in Kuwait, offshore Libya and Egypt.

Latin America posted revenues of $9 million in the third quarter, up slightly from Q2, reflecting the increase in customer activity in Chile, partially offset by a modest decline in Brazil.

On a year-over-year basis, Latin America region improved by 15%, primarily reflecting the higher customer activity in Chile.

As a result of the 11% sequential improvement in revenues, the fluids segment operating margins improved modestly to 5%, reflecting the incremental benefit from the higher revenues, partially offset by the impact of the price concession on a key NOC contract that we discussed last quarter as well as a modestly weaker product mix in the U.S.

Turning to the mats business.

As Paul mentioned, we experienced stronger-than-expected demand on the Mat sales side this quarter, which more than offset the anticipated decline in rental demand as discussed on last quarter's call.

The Mats segment reported total third quarter revenues of $35 million, which reflects an 8% sequential improvement and more than doubling the $15 million of revenue reported in the third quarter of last year.

Mat sales improved by $6 million sequentially while rental and service revenues declined by $4 million.

Mat sales were $13 million in the third quarter, benefiting in part from a sizable customer sale in the utilities, transmission and distribution sector.

Meanwhile, rental and service revenues came in at $21 million for the third quarter, reflecting a 15% decrease from the second quarter.

As anticipated, the demand from the utilities, transmission and distribution sector declined from the exceptionally strong Q2 result.

However, the decline was somewhat offset by contributions from other targeted markets, most notably the pipeline sector.

Hurricane Harvey had no meaningful impact on Mats demand in the quarter as the event caused minimal utility infrastructure damage.

Further, the impact tended to be in urban areas with expensive roadways, which reduces the need for temporary access and work services.

With the strong Mats sales into the utility sector and the increase in rental activity from the pipeline sector, the mix of revenues remained heavily weighted to nonexploration activities in the third quarter, with nonexploration customers generating approximately 75% of our total Mats segment revenue in the quarter.

Comparing to the third quarter of last year, segment revenues improved by $19 million, including an $11 million improvement in mat sales and an $8 million increase in rental and service revenues.

With a solid revenue performance, the segment operating margin remained relatively strong coming in at 31% for the third quarter compared to 35% last quarter and 6% in the third quarter of last year.

The modest decline in operating margin compared to prior quarter is driven primarily by a mix shift from rental to mat sales, along with the timing of certain operating expenses.

Now turning to our consolidated results.

Third quarter 2017 revenues were $202 million, representing a 10% sequential improvement and a 93% improvement year-over-year.

SG&A costs were $27.3 million, reflecting a 2% sequential increase and a 25% increase year-over-year.

The increase from prior year is primarily attributable to higher performance-based incentives and an increase in personnel costs to support higher activity levels as well as elevated spending related to strategic planning efforts and legal matters.

Total corporate office expenses were $9 million in the third quarter compared to $9.3 million in the second quarter and $6.9 million in the prior year.

The $2.1 million increase from prior year is primarily attributable to higher performance-based incentives as well as elevated spending related to strategic planning efforts and legal matters.

Consolidated operating income was $10 million in the third quarter compared to $8 million in the second quarter and an operating loss of $15 million in the third quarter of last year, which included $2.6 million of charges associated with the demobilization in Uruguay following the completion of the ultra-deepwater project.

Third quarter interest expense netted to $3.6 million, which compares to $3.4 million in the second quarter and $2.1 million in the third quarter of last year.

As discussed previously, the year-over-year increase is primarily due to the interest expense associated with the convertible notes issued last December, which contributes $1 million of noncash expense per quarter beginning in Q1 2017.

The provision for income taxes for the third quarter of 2017 was $3.5 million, reflecting an effective tax rate of 57%.

The elevated tax rate primarily reflects the impact of losses in certain foreign jurisdictions, for which an income tax benefit is not recorded.

Net income for the third quarter was $0.03 per diluted share compared to $0.02 per diluted share in the previous quarter and a net loss of $0.16 per share in the third quarter of last year, which included a $0.03 per share impact from the Uruguay demobilization and other charges.

Now let me discuss our balance sheet and liquidity.

During the third quarter, operating activities used cash of $7 million, including $20 million to fund increases in working capital associated with revenue growth.

We used $5 million to fund capital investments in the third quarter and as highlighted in yesterday's press release, added $55 million to our restricted cash balance in the quarter, reflecting funds placed in escrow prior to the end of the quarter in preparation for the October 1st maturity of our convertible bonds.

Subsequent to the end of the third quarter, the funding of the maturity was completed, which eliminates the restricted cash and the 2017 convertible debt from our balance sheet.

As of the end of the third quarter, the total debt balance was $225 million, which includes the $83 million of convertible debt that was settled just after quarter end.

As a result of our advanced funding of the October maturity, our total debt-to-capital ratio increased to 30% as of the end of the quarter.

However, factoring in the October settlement, the pro forma ratio for total debt-to-capital declined to 21%, with a net debt-to-capital ratio of 13%.

Following the October settlement, our debt primarily consists of the $100 million of convertible bonds that mature in 2021, along with $64 million of borrowings under our asset base credit facility.

After giving effect to the amendment, our borrowing capacity of the revolving credit facility stands at $147 million, leaving us with more than $80 million of availability to fund the pending acquisition and our ongoing capital needs.

Now turning to our near-term outlook.

In the fluids business, following several quarters of strong sequential growth, we expect the fourth quarter to decline modestly, driven by the pullback in U.S. rig count, which now stands 4% below prior quarter levels.

In addition, the fourth quarter typically includes some level of year-end slowdown around the holiday season.

Outside of North America, we expect the activity levels will remain fairly stable in the near term.

With a modestly lower revenue expectation, we will likely see segment margins also pull back modestly from the third quarter levels but remain near the mid-single-digit range.

In the Mats business, while we anticipate a pullback in Mat sales following the exceptionally strong Q3, we expect near-term rental and service demand to remain relatively stable.

In addition, we expect the pending acquisition will provide a partial quarter contribution to revenues with this business currently running at an annualized revenue level of approximately $65 million.

With the acquired business being predominantly focused on site services as opposed to product sales and rentals, we expect the acquisition will drive somewhat of a mix shift towards service revenues, increasing the segment operating income contribution but reducing the overall segment operating margin.

Further, as with any acquisition, the purchase accounting requirements around intangible assets will result in an elevated level of amortization expense.

All of this considered, we expect the Mats segment revenue in Q4 will be in the $35 million to $40 million range, depending in large part on the extent of year-end demand for Mat sales.

Factoring in the partial quarter contribution from the acquisition, we expect Mats segment operating margin will likely remain near the 30% mark for the fourth quarter, depending in part on the revenue achieved as well as the final purchase accounting determinations.

We also expect corporate office expenses will remain relatively flat in the near term before consideration of any acquisition-related expenses.

With regard to CapEx, we are increasing our full year 2017 expectation and now expect full year capital expenditures to be in the $25 million to $30 million range, with the increase largely driven by additional investments in the Mats business, including some preinvestment in rental fleet to support new market opportunities.

And with that, I'd like to turn the call back over to Paul for his concluding remarks.

Thanks, Gregg.

Before we take your questions, I'd like to provide you with a few closing comments.

First, our Mats business had another solid quarter, with operating margins exceeding 30%.

With our continued momentum in this business, coupled with the recently announced acquisition, it's our expectation that we will see increased growth opportunities.

Our Dura-Base product line continues to gain acceptance across various end markets, which we believe will accelerate with the acquisition of Well Services and Utility Access Solutions as they bring new capabilities and talent into the company.

This is an exciting time for the Mat segment, and we are proud of the progress we've made in transitioning the business over the last 2 years.

Second, our Fluids business posted a solid quarter with both revenue gains and modest margin improvements sequentially.

During the recovery, we've grown our market share, which is important given the continued focus of operators in maximizing footage drilled per rig.

Our focus on technology and service quality continues to benefit our business both domestically and internationally as we work to expand our Fluids business.

I'm also pleased with the increase in revenues from the deepwater Gulf of Mexico market, a clear indicator that we are bringing unique value to our customers.

Also important is our ability to grow share in a declining Gulf of Mexico market, a region that has been severely depressed over the last 2 years.

We remain hopeful that we will be awarded our first complete deepwater well in the fourth quarter using our new technology, Kronos, although the recent hurricanes in the Gulf of Mexico have delayed many operators' schedules.

Our long-term strategy remains unchanged: to capitalize on our strong market position as a leading drilling fluids provider globally while adding complementary products and services to expand our offerings across the life of a well.

And lastly, I'd like to mention the dedication of our employees and the relentless pursuit of excellence when it comes to taking care of our customers and working safely.

With that, we'll now take your questions.

Operator?

(Operator Instructions) Our first question comes from the line of James West with Evercore ISI.

Paul, on the Gulf of Mexico, obviously, good success there in a tough market environment.

I know you talked a bit about your discussions with additional customers going forward.

So it looks like you're expecting some additional growth.

Is it fair to assume that that's going to be really more share gains and not pricing or activity growth?

And then at this point, are you guys qualified with all the operators in the Gulf?

James, this is Phil here.

Yes, well, the market does continue to be challenged.

Any business that we get is indeed share gain.

And I would say that projects going forward would be both continuing the nature of the projects that we've accomplished in Q3.

But also going beyond that, with regards to Kronos, the acceptance testing is complete, and we're just looking forward to that first opportunity to drill our first complete well with Kronos.

Okay.

All right, fair enough.

And then there was some timing issues with, I guess, Kuwait, Algeria and Albania as well you mentioned.

What kind of impact does that have on the fourth quarter or early 2018?

Are those -- had those projects been -- the timing has it been delayed to next year, or they started up now, how should we think about just that international side?

This is Gregg.

I'll take that.

In terms of the activities under the various contracts, it's pretty typical that we'll see ebbs and flows of the activity based on kind of the specifics of what's going on in the sites.

And generally speaking, they tend to balance each other out.

In this case, we saw a stronger activity in Romania that was offset by the other slowdowns that you had mentioned.

It's all transitory in nature.

There's nothing in terms of really a change in the overall activity levels.

And that's why our expectation here in the near term continues to be kind of flattish for that region.

I think the bigger question, longer term, is the sustainability of the improvements that we've seen in the oil prices and the way that the outlook trends.

Our next question comes from the line of Praveen Narra with Raymond James.

When we think about the acquisition for this morning, I guess, one, could you talk about how much of that business is tied to the utilities, T&D market?

And then two, can you talk about kind of the desire or need or desire to kind of accelerate growth through inorganic options or kind of, as we move forward, are we going to just see more organic growth?

Praveen, it's Matthew.

I'll take that one.

If I address the first part of your question with regard to the contribution from Utility Access Solutions and T&D, it's fair to say that's a fairly new business development there in the early stages, but gaining fairly rapid acceptance from its customer base.

So at this stage, a fairly new contributor to revenues but expected to ramp up fairly, fairly significantly.

With respect to our broader acquisition ambitions, I think, at this point, we'll digest what we've got here in this particular transaction and get that all working smoothly and then we'll continue to evaluate opportunities as they present themselves.

Okay.

Perfect.

And then I guess in terms of the Mat sales for the quarter, you mentioned one big order.

Was this largely guys that have used the products before?

Or are we getting new customers in?

It's largely guys that have used the product before, Praveen.

Okay.

Perfect.

And then kind of last one for me in terms of the U.S., I know the rig count slowed a little bit.

But can you talk about whether we've seen any -- on the fluid side, whether we've seen any kind of green shoots of pricing potential.

Or seeing that the rig count is quite rising?

Yes, we've had modest improvements in pricing, particularly as newer customers have come back on.

But again, I’d articulate that as low single digits.

It's still a competitive environment there.

And as you've seen, the rig count has started to soften somewhat through the end of the quarter.

And again, I think it's important to highlight that in the Fluids business, pricing is never a very significant lever either in the upside or the downside.

Our next question comes from the line of Jacob Lundberg with Crédit Suisse.

Just first question, in light of your comments in Fluids on sort of modestly weaker product mix in the U.S., I was wondering if you could talk about uptake of some of the value-added technology in Fluids in the quarter?

Yes.

Sure, happy to.

It's Phil here.

With regards to evolution in terms of percentage of sales, that remained strong.

In fact, I'd say usage is up ever so slightly.

And then we're still finding new areas, new customers.

In fact, we drilled what our customer understands to be a 24-hour drilling record with a conventional motor in the San Juan base in New Mexico.

In terms of margins there, they're holding the traditional 500 to 900 basis point range uplift.

On the Kronos side, although we didn't drill a full deepwater well, Kronos was used for quite a complicated P&A operation in the Gulf, with multiple displacements.

And we're exceptionally pleased with the performance of the fluid, and it validated much of what we'd already learned in the lab.

Okay.

Great.

And then on the $4 million in sales in the Gulf, was that being used on a trialing basis, so there was less margin associated with it?

Or was that sort of just standard commercial sale?

Yes, I mean product mix is a variable element of the business, and one of the jobs in deepwater was a, what we would call, a pump and dump of the top whole section that's a very higher volume, slightly lower margin.

And so that's where that came into play.

Got it.

Understood.

And then I guess on the Well Service Group.

I was wondering if we could just get a little color on how you guys are thinking about revenue and cost synergy opportunity there?

And then I don't know if you can provide any more information on sort of revenue or -- you don't give any current annualized revenue, but maybe like 2014 revenues and margins for that business.

This is Gregg.

I'll take that.

I mean, first of all, in terms of the cost synergy side of it, while there's definitely synergies with this acquisition, it's not really based on the cost side.

As Matthew had laid out, this is very much complementary to our existing offering.

They have a footprint that expands into areas that we don't currently have a presence.

So you don't have a whole lot of roofline consolidation or anything along those lines.

The synergy here is more so in terms of the revenue opportunity and what it does on the acceleration into these different markets.

In terms of the magnitude of this business, we had pointed out the run rate of the business currently running about $65 million of revenue on the current year.

And as far as the overall contribution to the business, again, with it being a site service-focused business, we do expect it to drag a little bit on the overall consolidated segment operating margin, but the incremental or accretive to the operating income level to the business.

Our next question comes from the line of Ken Sill with SunTrust.

Just wanted to pin you down a little tighter on the acquisition.

So you're hoping to close that in November.

Don't want to be part of the problem by getting estimates too high, so should we assume this is going to be in results for maybe 4 weeks or 6 weeks?

Or really just December?

Or is it realistically going to be part of November?

This is Gregg.

I think that -- whether it's 4 weeks, 6 weeks, that remains to be seen.

Because as is typical for a transaction like this, you have a number of steps that you have to complete before you close it.

But as we had pointed out in the press release, it's expected to be sometime in the next 30 days.

Okay.

So hopefully before Thanksgiving.

Yes.

And then if you draw down on the revolver, what's the rate on your asset-backed facility for the cash portion?

Well, it's a function of our overall leverage value -- or leverage level, however.

But currently the borrowing rate is south of 5% all in.

And so -- yes, I mean, if you add in the cash portion of this you will still be in the kind of 5% running rate on that?

That's correct.

And then do these guys do any product sales?

Or is it just very, very modest?

Yes, the business is primarily a service model rather than a sales model, Ken.

So I mean, is that something you could add to it?

Obviously, because you guys produce mats, you can sell mats?

Is that one of the revenue gain opportunities?

Or is it really just a different market from where you've been selling mats?

Primarily the focus is expanding into different markets, getting the geographic footprint and the industry service out of it, rather then, at this point, looking at product sales, per se.

Yes, I mean, if you look of the business historically that we’ve work with them on, they've been key to installing our mats up in the Northeast, and they've had a very large presence in environmental protection and liners.

They haven't done things with moving a lot of heavy equipment or Caterpillar kind of stuff, so it's more of a service model that is very complementary to our current Mats business.

And our hope, again, is to leverage that expertise and competency across the U.S. market.

Yes, you need to convince these people in West Texas to put these mats down.

I see them all over the Northeast, but I was just out in the Permian.

And I guess, they just don't worry about it that much there.

Different environment protection requirement.

Our next question comes from the line of Stephen Gengaro with Loop Capital Markets.

Just a couple quick things.

One, back to the acquisition, your guidance for Mats suggests what close date?

Or is the range based on the close date?

The range kind of factors in part of that as well.

And so like I said, within the next 30 days is our expectation that this will be closed.

So that's part of the range.

And the other element that's part of the range is also, as we've talked about in the past, that year-end demand for mat sales, which is a variable.

Okay.

And back to the Fluids side, when you think about the margin guidance that you provided there, you mentioned the third quarter was hurt by mix a bit, and you may have addressed this a bit earlier.

But that mix shift in the quarter, what -- I don't know, maybe you could address what caused it.

But if not, how should we think about that going forward?

Is that temporary?

Is that a customer's desire to --shifting?

What's driving that?

And is that temporary in nature in your view?

Sure.

This is Gregg.

I'll take that one as well.

As far as the mix shift in the quarter, as we've talked about historically, we see some ebbs and flows from quarter-to-quarter based on the mix of the higher-end chemicals versus your base fluids.

As Phil had pointed out here in this quarter, we had the product sales in the deepwater Gulf of Mexico, which was part of that weaker mix story.

But overall, the mix, it is a bit transitory and it was about 0.5 point headwind there to the operating margin.

And in terms of our guidance here, as we look forward, we definitely would expect that the mix then rebounds to a more normalized level here in the fourth quarter, so you get a little bit of benefit there.

But at the same time, we're offsetting that, looking at the tea leaves on the rig count, which in North America total is 5% down from third quarter currently.

And then you have that year-end seasonality question mark that's always a little bit tough to read.

And so that's where you come up with our outlook of likely to be a little bit softer but still staying near that mid-single-digit range.

Great.

That's helpful.

And just one quick one.

Tax rate guidance for the fourth quarter or just give us any -- I mean, I was thinking 34% for a lack of a better idea, but do you have a better idea?

The tax rate in the near term is going to continue to be elevated.

The fact that you're hovering near the breakeven mark makes it difficult, because you've got certain nondeductible items that fall straight through and that causes that rate to really jump up.

And so my expectation in the near term is that it continues to be in that 50% or 50% plus range until we see a more meaningful lift on pretax earnings.

Our next question comes from the line of Bill Dezellem with Tieton Capital Management.

It's Tieton Capital.

And a couple of questions, first of all, you'd mentioned that 1 of the 2 Gulf of Mexico customers in the quarter was using your product for a complicated P&A activity.

What was the other one for?

The other one was the top-hole section of the deepwater well known as the riserless section before the [DOP] is deployed on the seabed.

So that's a high-volume water-based fluid.

And then a next couple of questions are relative to the Mat business.

First of all, I think you said in response to something about CapEx that you're going to be prebuilding for a rental opportunity.

I'm hoping you can talk more about that opportunity that you see.

And then secondarily, you have alluded to the fact that one plus one with the acquisition is greater than 2, both in terms of some efficiencies and things you can offer customers.

And I'm hoping that you will dive into more detail on what you're referring to there.

Sure.

Okay, Bill, I'll take these one at a time.

I think to categorize it, we're seeing opportunities for expansion both domestically and internationally with our mat fleet.

Our European business is seeing an uptick in transmission and distribution demand.

While here in North America, we're just seeing broad-based demand across all of our service sectors.

So that's really how it -- why we're responding with a build in mat fleet.

In terms of the second question, the 1 plus 1 equals more than 2, I think this comes down to the fact that we've really been -- the Well Service Group in the Northeast at least has really been servicing out our mat fleet up there and also providing a lot of environmental containment and protection through their own business line, putting them together, obviously, creates some synergy for us there.

And then expanding that liner-based or container-based activity into West Texas.

So we'll also support some of the activity we have going on out there.

So really, it's just putting together more of these complementary bundles for our customers in there that drives more value for them and then, obviously, pulls through some incremental revenue for us.

And then given that you had referenced this strengthening that you're seeing here in the U.S. and in Europe in the utility business there, should we be anticipating that the current Newpark Mat business would be seeing strength next year?

And so that's -- and I'm putting -- I'm keeping the acquisition out of it.

So that we should be seeing revenue growth with the strength you're talking about?

Yes, I think it's fair to say that acceptance of the product continues to grow in that industry.

And we would expect to see that flow through in our revenue.

Yes.

I think it's important to note that, again, with these new targeted markets that we've been pursuing, while we've made good progress over the past 2 years, we're still in the early stages in a number of these markets.

So yes, you would anticipate that you'd see nice growth.

Thank you, ladies and gentlemen.

That concludes our question-and-answer session.

I'll now turn the floor back to management for any final comments.

Thank you, once again, for joining us on the call and for your interest in Newpark Resources.

And we'll look forward to talking to you again next quarter.

Thank you.

This concludes today's teleconference.

You may disconnect your lines at this time.

Thank you for your participation.