8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2010

NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)

Delaware	1-2960	72-1123385
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2700 Research Forest Drive, Suite 100 The Woodlands, TX	77381
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 362-6800

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 28, 2010 Newpark Resources, Inc. (the “Company”) issued a press release announcing financial information for the three months ended September 30, 2010. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K and the information in the exhibit attached hereto announcing the Company’s earnings for the three months ended September 30, 2010 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by Newpark Resources, Inc. on October 28, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NEWPARK RESOURCES, INC.

Dated: October 29, 2010

By: /s/ James E. Braun                                  
James E. Braun, Vice President and Chief
Financial Officer
(Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Newpark Resources, Inc. on October 28, 2010.

EX-99.1

Exhibit 99.1

NEWS RELEASE

	Contacts:	James E. Braun, CFO Newpark Resources, Inc.
		281-362-6800
FOR IMMEDIATE RELEASE		Ken Dennard, Managing Partner
		Dennard Rupp Gray & Lascar, LLC
		ksdennard@drg-l.com
		713-529-6600

NEWPARK RESOURCES REPORTS NET INCOME OF $0.09 PER DILUTED
SHARE FOR THE THIRD QUARTER 2010

THE WOODLANDS, TX — October 28, 2010 — Newpark Resources, Inc. (NYSE: NR) today announced results for its third quarter ended September 30, 2010. Total revenues were $179.3 million for the third quarter of 2010 compared to $181.4 million for the second quarter of 2010 and $118.2 million for the third quarter of 2009. Net income for the third quarter of 2010 was $8.2 million, or $0.09 per diluted share, compared to net income for the second quarter of 2010 of $10.8 million, or $0.12 per diluted share, and net income for the third quarter of 2009 of $0.2 million, or break-even on a per share basis.

The financial results for the third quarter of 2010 included $2.2 million of other income ($1.2 million after-tax) in the Mats and Integrated Services segment, reflecting net proceeds from the settlement of a lawsuit the Company filed in 2007 against a former raw materials vendor. The third quarter of 2010 also included a $1.2 million charge for interest expense ($0.7 million after-tax), resulting from the termination of interest rate swap agreements following the issuance of $172.5 million of convertible senior notes and subsequent repayment of amounts outstanding under the Company’s revolving and term credit facility.

Paul Howes, President and Chief Executive Officer of Newpark, stated, “The third quarter results reflect a solid performance from our Drilling Fluids business, continued growth in Mats and Integrated Services and better than expected results in Environmental Services. We continue to make progress in the development of our new technology and while we expanded the use of our Evolution product beyond the Haynesville shale, we did experience a sequential revenue decline in the Haynesville and other keys markets from a strong second quarter.

“Revenues from areas of the Gulf of Mexico affected by drilling restrictions were down $3.0 million sequentially, which is consistent with our most recent public estimate,” added Howes. “Meanwhile, we continue to make inroads into the Northeast U.S. region in both the Drilling Fluids and Mats and Integrated Services businesses. In addition, our previously announced $172.5 million convertible senior notes offering completed earlier this month serves to strengthen our balance sheet and provide increased financial flexibility going forward.”

SEGMENT RESULTS

The Fluids Systems and Engineering segment generated revenues of $148.1 million in the third quarter of 2010 compared to $150.5 million in the second quarter of 2010 and $99.4 million in the third quarter of 2009. Segment operating income was $11.8 million in the third quarter of 2010 compared to $15.2 million in the second quarter of 2010 and $2.5 million in the third quarter of 2009. North American revenues were flat with the second quarter of 2010 as a 3% decline in U.S. revenues was offset by seasonal improvements in Canada. International revenues decreased 6% from the second quarter of 2010 as revenues in the Mediterranean and Brazil were both down from the prior quarter. Compared to the third quarter of 2009, North American revenues increased 79%, while international revenues increased 2%.

The Mats and Integrated Services segment generated revenues of $18.2 million in the third quarter of 2010 compared to $17.0 million in the second quarter of 2010 and $7.6 million in the third quarter of 2009. Segment operating income was $8.6 million in the third quarter of 2010, inclusive of the $2.2 million legal settlement gain, compared to operating income of $5.0 million in the second quarter of 2010 and an operating loss of $0.9 million in the third quarter of 2009. Revenues were up 7% from the second quarter of 2010, driven by a $2.3 million increase in rental activity in the Northeast U.S. region. Compared to the third quarter of 2009, segment revenues were up 140%.

The Environmental Services segment generated revenues of $13.0 million in the third quarter of 2010 compared to $13.8 million in the second quarter of 2010 and $11.2 million in the third quarter of 2009. Segment operating income was $3.9 million in the third quarter of 2010 compared to operating income of $4.2 million in the second quarter of 2010 and $4.1 million in the third quarter of 2009. The third quarter of 2010 includes $5.4 million of revenue from waste disposals associated with the Deepwater Horizon oil spill compared to $2.0 million in the second quarter of 2010.

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CONFERENCE CALL

Newpark has scheduled a conference call to discuss the third quarter 2010 results, which will be broadcast live over the Internet, on Friday, October 29, 2010 at 10:00 a.m. Eastern Time / 9:00 a.m. Central Time. To participate in the call, dial 480-629-9724 and ask for the Newpark Resources conference call at least 10 minutes prior to the start time, or access it live over the Internet at www.newpark.com. For those who cannot listen to the live call, a replay will be available through November 5, 2010 and may be accessed by dialing (303) 590-3030 and using pass code 4366142#. Also, an archive of the webcast will be available shortly after the call at www.newpark.com for 90 days.

Newpark Resources, Inc. is a worldwide provider of drilling fluids, temporary worksites and access roads for oilfield and other commercial markets, and environmental waste treatment solutions. For more information, visit our website at www.newpark.com.

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act that are based on management’s current expectations, estimates and projections. All statements that address expectations or projections about the future, including Newpark’s strategy for growth, product development, market position, expected expenditures and financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like “expects,” “anticipates,” “plans,” “intends,” “projects,” “indicates,” and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents filed with the Securities and Exchange Commission by Newpark, particularly its Annual Report on Form 10-K for the year ended December 31, 2009, as well as others, could cause results to differ materially from those stated. These risk factors include, but are not limited to, our customer concentration and cyclical nature of our industry, the availability of raw materials and skilled personnel, our market competition, the cost and continued availability of borrowed funds, our international operations, legal and regulatory matters, including environmental regulations, inherent limitations in insurance coverage, potential impairments of long-lived intangible assets, technological developments in our industry, the impact of severe weather, particularly in the U.S. Gulf Coast, and restrictions on offshore drilling activity in the Gulf of Mexico. Newpark’s filings with the Securities and Exchange Commission can be obtained at no charge at www.sec.gov, as well as through our website at www.newpark.com.

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Newpark Resources, Inc.
Consolidated Statements of Operations

	Three Months Ended
(Unaudited)	September 30,			June 30,			September 30,
(In thousands, except per share data)	2010			2010			2009
Revenues	$	179,278		$	181,352		$	118,208
Cost of revenues		145,224			145,299			103,985
Selling, general and administrative expenses		16,662			16,360			14,676
Other income, net		(2,140	)		(203	)		(2,691	)
Operating income		19,532			19,896			2,238
Foreign currency exchange loss (gain)		1,184			(1,213	)		(1,011	)
Interest expense		3,278			2,228			3,361
Income (loss) from operations before income taxes		15,070			18,881			(112	)
Provision for income taxes		6,836			8,041			(314	)
Net income	$	8,234		$	10,840		$	202
Basic weighted average common shares outstanding		89,334			88,818			88,544
Diluted weighted average common shares outstanding		90,557			89,392			88,655
Income per common share — basic	$	0.09		$	0.12		$	—
Income per common share — diluted	$	0.09		$	0.12		$	—

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Newpark Resources, Inc.
Operating Segment Results

	Three Months Ended
(Unaudited)	September 30,			June 30,			September 30,
(In thousands)	2010			2010			2009
Revenues
Fluids systems and engineering	$	148,140		$	150,534		$	99,421
Mats and integrated services		18,186			16,981			7,578
Environmental services		12,952			13,837			11,209
Total revenues	$	179,278		$	181,352		$	118,208
Operating income (loss)
Fluids systems and engineering	$	11,845		$	15,164		$	2,541
Mats and integrated services		8,592	(1)		5,036			(879	)
Environmental services		3,944			4,224			4,070	(2)
Corporate office		(4,849	)		(4,528	)		(3,494	)
Total operating income	$	19,532		$	19,896		$	2,238
Segment operating margin
Fluids systems and engineering		8.0	%		10.1	%		2.6	%
Mats and integrated services		47.2	%		29.7	%		(11.6	%)
Environmental services		30.5	%		30.5	%		36.3	%

(1)	Includes $2.2 million of income reflecting proceeds from the settlement of a lawsuit.
(2)	Includes $2.3 million of income reflecting proceeds from the settlement of business interruption insurance claims.

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Newpark Resources, Inc.
Consolidated Balance Sheets

(Unaudited)	September 30,			December 31,
(In thousands, except share data)	2010			2009
ASSETS
Cash and cash equivalents	$	12,102		$	11,534
Receivables, net		175,078			122,386
Inventories		117,629			115,495
Deferred tax asset		23,315			7,457
Prepaid expenses and other current assets		13,398			11,740
Total current assets		341,522			268,612
Property, plant and equipment, net		212,382			224,625
Goodwill		62,029			62,276
Other intangible assets, net		13,648			16,037
Other assets		4,202			13,564
Total assets	$	633,783		$	585,114
LIABILITIES AND STOCKHOLDERS’ EQUITY
Foreign bank lines of credit	$	3,028		$	6,901
Current maturities of long-term debt		10,192			10,319
Accounts payable		68,584			62,992
Accrued liabilities		37,320			25,290
Total current liabilities		119,124			105,502
Long-term debt, less current portion		86,549			105,810
Deferred tax liability		22,525			2,083
Other noncurrent liabilities		5,029			3,697
Total liabilities		233,227			217,092
Common stock, $0.01 par value, 200,000,000 shares authorized 93,099,069 and 91,672,871 shares issued, respectively		931			917
Paid-in capital		467,026			460,544
Accumulated other comprehensive income		7,629			8,635
Retained deficit		(59,804	)		(86,660	)
Treasury stock, at cost; 2,695,095 and 2,727,765 shares, respectively		(15,226	)		(15,414	)
Total stockholders’ equity		400,556			368,022
Total liabilities and stockholders’ equity	$	633,783		$	585,114

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Newpark Resources, Inc.
Consolidated Statements of Cash Flows

(Unaudited)	Nine Months Ended September 30,
(In thousands)	2010			2009
Cash flows from operating activities:
Net income (loss)	$	26,856		$	(20,589	)
Adjustments to reconcile net income (loss) to net cash provided by operations:
Non-cash impairment charges		225			1,091
Depreciation and amortization		20,382			20,890
Stock-based compensation expense		2,899			2,262
Provision for deferred income taxes		13,551			(7,718	)
Provision for doubtful accounts		602			2,357
Gain on sale of assets		(183	)		(752	)
Change in assets and liabilities:
(Increase) decrease in receivables		(54,568	)		103,397
(Increase) decrease in inventories		(3,100	)		28,179
Increase in other assets		(1,458	)		(551	)
Increase (decrease) in accounts payable		6,638			(44,911	)
Increase (decrease) in accrued liabilities and other		14,264			(13,890	)
Net cash provided by operating activities		26,108			69,765
Cash flows from investing activities:
Capital expenditures		(7,412	)		(17,219	)
Proceeds from sale of property, plant and equipment		1,161			1,255
Net cash used in investing activities		(6,251	)		(15,964	)
Cash flows from financing activities:
Borrowings on lines of credit		133,121			114,742
Payments on lines of credit		(155,726	)		(168,763	)
Principal payments on notes payable and long-term debt		(342	)		(299	)
Proceeds from employee stock plans		3,559			104
Purchase of treasury stock		(153	)		(212	)
Net cash used in financing activities		(19,541	)		(54,428	)
Effect of exchange rate changes on cash		252			(1,326	)
Net increase (decrease) in cash and cash equivalents		568			(1,953	)
Cash and cash equivalents at beginning of period		11,534			8,252
Cash and cash equivalents at end of period	$	12,102		$	6,299

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