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 30, 2014

NEWPARK RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-2960	72-1123385
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
9320 Lakeside Blvd., Suite 100
The Woodlands, TX		77381
(Address of principal executive offices)		(Zip Code)

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

2700 Research Forest Drive, Suite 100, The Woodlands, Texas 77381

(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:

|_|	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_|	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|_|	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 2.02.      Results of Operations and Financial Condition.

On October 30, 2014, Newpark Resources, Inc. (the “Company”) issued a press release announcing financial information for the three and nine months ended September 30, 2014. 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 and nine months ended September 30, 2014 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 30, 2014.

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 31, 2014	By:	/s/ Gregg S. Piontek
		Gregg S. Piontek, 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 30, 2014.

EX-99

Exhibit 99.1

NEWPARK RESOURCES REPORTS NET INCOME OF $0.25 PER DILUTED SHARE FOR THE THIRD QUARTER OF 2014

Company achieves quarterly records for both Revenues and Operating Income

THE WOODLANDS, TX – OCTOBER 30, 2014 – Newpark Resources, Inc. (NYSE: NR) today announced results for its third quarter ended September 30, 2014. Total revenues for the third quarter of 2014 were $297.0 million compared to $272.5 million in the second quarter of 2014 and $268.1 million in the third quarter of 2013. Income from continuing operations for the third quarter of 2014 was $23.5 million, or $0.25 per diluted share, compared to $20.3 million, or $0.21 per diluted share, in the second quarter of 2014, and $15.4 million, or $0.16 per diluted share, in the third quarter of 2013. 

Paul Howes, Newpark’s President and Chief Executive Officer, stated, “We are very pleased with the record performance this quarter as we achieved new high marks for revenues in both the fluids and mats segments. Building on the momentum from the first half, U.S. fluids revenues grew 8% sequentially, reflecting broad-based gains across several regions, along with continued strong demand for wholesale barite. Meanwhile, seasonal improvements in Canada largely offset the expected declines from both the EMEA region and Brazil. The continuing strength in revenues, along with our efforts in penetrating the market with new technologies, has helped us sustain fluids segment margins at 11% in the third quarter.

“Our mats business continued to perform at a high level, generating a 47% sequential increase in revenues and a 44.9% operating margin in the third quarter. The strong revenue growth was primarily driven by a large site preparation project in the Gulf Coast region, along with continuing growth in mat rentals, as we expanded our presence into new markets.

“In the meantime, we are continuing to make strategic investments to accelerate the growth in both our fluids and mats segments, with capital expenditures totaling $28 million in the third quarter,” concluded Howes.

Segment Results

The Fluids Systems segment generated revenues of $251.2 million in the third quarter of 2014 compared to $241.4 million in the second quarter of 2014 and $233.0 million in the third quarter of 2013. Segment operating income was $27.8 million (11.0% operating margin) in the third quarter of 2014, compared to $27.6 million (11.4% operating margin) in the second quarter of 2014, which included a $0.6 million gain on the sale of real estate, and $17.1 million (7.4% operating margin) in the third quarter of 2013.

The Mats and Integrated Services segment generated revenues of $45.7 million in the third quarter of 2014 compared to $31.1 million in the second quarter of 2014 and $35.1 million in the third quarter of 2013. Segment operating income was $20.5 million (44.9% operating margin) in the third quarter of 2014, compared to $13.7 million (43.9% operating margin) in the second quarter of 2014, which included a $0.6 million gain on the sale of real estate, and $15.3 million (43.7% operating margin) in the third quarter of 2013.

Strategic investment IN Fluids segment

The Company’s Board of Directors recently approved two capital investment projects within the fluids segment. The projects include a capital investment of approximately $30 million to significantly expand existing capacity and upgrade capabilities in Fourchon, Louisiana, to serve the Gulf of Mexico deepwater market. In addition, the Company is investing approximately $20 million in a new manufacturing facility and distribution center located in Conroe, Texas, which will support the increasing demand for our proprietary fluid technologies, including our Evolution systems.

INTERNATIONAL FLUIDS CONTRACT AWARD  

The Company announced that it has been awarded a contract by ENI S.p.A. to provide drilling fluids and related services for a series of wells in offshore Libya. The estimated value of the contract is approximately $20 million, and work is expected to begin in the first half of 2015.

2

CONFERENCE CALL

Newpark has scheduled a conference call to discuss third quarter 2014 results, which will be broadcast live over the Internet, on Friday, October 31, 2014 at 10:00 a.m. Eastern Time / 9:00 a.m. Central Time. To participate in the call, dial (719) 325-2429 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 14, 2014 and may be accessed by dialing (719) 457-0820 and using pass code #3399915. 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 and temporary worksites and access roads for oilfield and other commercial markets. 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, 2013, as well as others, could cause results to differ materially from those stated. These risk factors include, but are not limited to, our ability to execute our business strategy and make successful business acquisitions and capital investments, operating hazards inherent in the oil and natural gas industry, our international operations, the availability of raw materials and skilled personnel, the impact of restrictions on offshore drilling activity, our customer concentration and cyclical nature of our industry, our market competition, the cost and continued availability of borrowed funds, legal and regulatory matters, including environmental regulations, inherent limitations in insurance coverage, potential impairments of long-lived intangible assets, technological developments in our industry, and the impact of severe weather, particularly in the U.S. Gulf Coast. 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.

3

Newpark Resources, Inc.
Consolidated Statements of Operations
(Unaudited)	Three Months Ended								Nine Months Ended
	September 30,		June 30,			September 30,			September 30,			September 30,
(In thousands, except per share data)	2014		2014			2013			2014			2013
Revenues	$	296,964	$	272,466		$	268,132		$	812,254		$	795,431
Cost of revenues		228,661		214,711			218,864			639,932			654,309
Selling, general and administrative expenses		28,754		27,981			23,846			82,258			69,545
Other operating expense (income), net		117		(2,042	)		(223	)		(1,941	)		(525	)
Operating income		39,432		31,816			25,645			92,005			72,102
Foreign currency exchange loss (gain)		1,221		(1,805	)		975			(530	)		1,082
Interest expense, net		2,321		2,830			2,728			8,071			8,050
Income from continuing operations before income taxes		35,890		30,791			21,942			84,464			62,970
Provision for income taxes		12,398		10,462			6,511			28,901			20,813
Income from continuing operations		23,492		20,329			15,431			55,563			42,157
Income from discontinued operations, net of tax		-		-			3,329			1,152			9,642
Gain from disposal of discontinued operations, net of tax		-		-			-			22,117			-
Net income	$	23,492	$	20,329		$	18,760		$	78,832		$	51,799
Income per common share -basic:
Income from continuing operations	$	0.29	$	0.24		$	0.18		$	0.67		$	0.50
Income from discontinued operations		-		-			0.04			0.28			0.11
Net income	$	0.29	$	0.24		$	0.22		$	0.95		$	0.61
Income per common share -diluted:
Income from continuing operations	$	0.25	$	0.21		$	0.16		$	0.59		$	0.45
Income from discontinued operations		-		-			0.04			0.23			0.09
Net income	$	0.25	$	0.21		$	0.20		$	0.82		$	0.54
Calculation of Diluted EPS:
Income from continuing operations	$	23,492	$	20,329		$	15,431		$	55,563		$	42,157
Assumed conversion of Senior Notes		1,294		1,253			1,370			3,808			3,875
Adjusted income from continuing operations	$	24,786	$	21,582		$	16,801		$	59,371		$	46,032
Weighted average number of common shares outstanding-basic		82,055		83,010			85,775			83,260			84,902
Add: Dilutive effect of stock options and restricted stock awards		1,550		1,743			1,503			1,715			1,718
Dilutive effect of Senior Notes		15,682		15,682			15,682			15,682			15,682
Diluted weighted average number of common shares outstanding		99,287		100,435			102,960			100,657			102,302
Diluted income from continuing operations per common share	$	0.25	$	0.21		$	0.16		$	0.59		$	0.45

4

Newpark Resources, Inc.
Operating Segment Results
(Unaudited)	Three Months Ended
	September 30,			June 30,			September 30,
(In thousands)	2014			2014			2013
Revenues
Fluids systems	$	251,234		$	241,386		$	233,020
Mats and integrated services		45,730			31,080			35,112
Total revenues	$	296,964		$	272,466		$	268,132
Operating income (loss)
Fluids systems	$	27,756		$	27,571		$	17,140
Mats and integrated services		20,541			13,653			15,345
Corporate office		(8,865	)		(9,408	)		(6,840	)
Total operating income	$	39,432		$	31,816		$	25,645
Segment operating margin
Fluids systems		11.0	%		11.4	%		7.4	%
Mats and integrated services		44.9	%		43.9	%		43.7	%

5

Newpark Resources, Inc.
Consolidated Balance Sheets
(Unaudited)
	September 30,			December 31,
(In thousands, except share data)	2014			2013
ASSETS
Cash and cash equivalents	$	41,390		$	65,840
Receivables, net		331,109			268,529
Inventories		198,140			189,680
Deferred tax assets		9,054			11,272
Prepaid expenses and other current assets		17,082			11,016
Assets of discontinued operations		-			13,103
Total current assets		596,775			559,440
Property, plant and equipment, net		273,565			217,010
Goodwill		92,876			94,064
Other intangible assets, net		18,942			25,900
Other assets		4,947			6,086
Assets of discontinued operations		-			65,917
Total assets	$	987,105		$	968,417
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt	$	8,802		$	12,867
Accounts payable		94,763			88,586
Accrued liabilities		57,385			46,341
Liabilities of discontinued operations		-			5,957
Total current liabilities		160,950			153,751
Long-term debt, less current portion		172,499			172,786
Deferred tax liabilities		31,591			27,060
Other noncurrent liabilities		12,449			11,026
Liabilities of discontinued operations		-			22,740
Total liabilities		377,489			387,363
Commitments and contingencies
Common stock, $0.01 par value, 200,000,000 shares authorized and 99,186,913 and 98,030,839 shares issued, respectively		992			980
Paid-in capital		517,649			504,675
Accumulated other comprehensive loss		(21,047	)		(9,484	)
Retained earnings		239,170			160,338
Treasury stock, at cost; 15,186,553 and 10,832,845 shares, respectively		(127,148	)		(75,455	)
Total stockholders’ equity		609,616			581,054
Total liabilities and stockholders' equity	$	987,105		$	968,417

6

Newpark Resources, Inc.
Consolidated Statements of Cash Flows
(Unaudited)	Nine Months Ended September 30,
(In thousands)	2014			2013
Cash flows from operating activities:
Net income	$	78,832		$	51,799
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization		30,925			33,138
Stock-based compensation expense		9,092			6,954
Provision for deferred income taxes		(5,277	)		(311	)
Net provision for doubtful accounts		1,226			221
Gain on sale of a business		(33,974	)		-
Gain on sale of assets		(1,351	)		(437	)
Excess tax benefit from stock-based compensation		(1,175	)		(2,020	)
Change in assets and liabilities:
(Increase) decrease in receivables		(60,348	)		1,210
(Increase) decrease in inventories		(11,973	)		2,964
(Increase) decrease in other assets		(6,170	)		828
Increase (decrease) in accounts payable		7,531			(11,832	)
Increase in accrued liabilities and other		15,544			13,175
Net cash provided by operating activities		22,882			95,689
Cash flows from investing activities:
Capital expenditures		(84,710	)		(52,550	)
Proceeds from sale of property, plant and equipment		3,144			1,248
Proceeds from sale of a business		89,766			-
Net cash provided by (used in) investing activities		8,200			(51,302	)
Cash flows from financing activities:
Borrowings on lines of credit		54,665			215,994
Payments on lines of credit		(58,897	)		(243,141	)
Other financing activities		(43	)		(25	)
Proceeds from employee stock plans		3,104			8,102
Purchases of treasury stock		(52,892	)		(4,227	)
Excess tax benefit from stock-based compensation		1,175			2,020
Net cash used in financing activities		(52,888	)		(21,277	)
Effect of exchange rate changes on cash		(2,644	)		(547	)
Net (decrease) increase in cash and cash equivalents		(24,450	)		22,563
Cash and cash equivalents at beginning of year		65,840			46,846
Cash and cash equivalents at end of period	$	41,390		$	69,409

###

7