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): September 15, 2015

 

NEWPARK RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-2960	72-1123385
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9320 Lakeside Boulevard, 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:

☐ 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 7.01. Regulation FD Disclosure.

On September 15, 2015, Newpark Resources, Inc. (the “Company”) issued a press release announcing a new contract award and providing business updates for the third quarter ending September 30, 2015. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The Company has prepared presentation materials (the “Presentation Materials”) that management intends to use from time to time after September 15, 2015 in presentations about the Company’s operations and performance. The Company may use the Presentation Materials, possibly with modifications, in presentations to current and potential investors, lenders, creditors, insurers, vendors, customers, employees and others with an interest in the Company and its business.

The information contained in the press release and the Presentation Materials is summary information that should be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements that the Company may make by press release or otherwise from time to time. The information contained in the press release and the Presentation Materials speaks as of the date of this Current Report on Form 8-K. While the Company may elect to update the information given in the press release and the Presentation Materials in the future or reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, the Company specifically disclaims any obligation to do so. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Presentation Materials are furnished as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference. The press release and the Presentation Materials will also be posted in the Investor Information section of the Company’s website, http://www.newpark.com.

The information referenced under Item 7.01 (including Exhibits 99.1 and 99.2 referenced in Item 9.01 below) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the 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. The information set forth in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 referenced in Item 9.01 below) shall not be incorporated by reference into any registration statement, report or other document filed by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

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Item 9.01     Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Description
	99.1	Press release dated September 15, 2015.
	99.2	Presentation Materials.

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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: September 16, 2015	By:	/s/ Gregg S. Piontek
		Gregg S. Piontek, Vice President and Chief
		Financial Officer (Principal Financial Officer)

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated September 15, 2015.
99.2	Presentation Materials.

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EX-99.1

Exhibit 99.1

	NEWS RELEASE
	Contacts:	Brian Feldott Director, Investor Relations Newpark Resources, Inc. bfeldott@newpark.com 281-362-6800

FOR IMMEDIATE RELEASE

NEWPARK RESOURCES ANNOUNCES SEPTEMBER INVESTOR CONFERENCES

Company also announces new ultra-deepwater contract award and provides business updates

THE WOODLANDS, TX – SEPTEMBER 15, 2015 – Newpark Resources, Inc. (NYSE: NR) today announced that management will participate in three investor conferences in September, including the Credit Suisse Annual Small & Mid Cap Conference on September 17^th; the Cowen and Company Houston Oilfield One-on-One Day on September 23^rd; and the Johnson Rice Energy Conference on September 28^th.

ULTRA-DEEPWATER FLUIDS CONTRACT AWARD  

The Company announced that it has been awarded a contract by Total S.A. to provide drilling fluids and related services for an exploratory ultra-deepwater well in Block 14 of offshore Uruguay. This project is expected to begin in the second quarter of 2016 and generate approximately $10 million of revenue.

Paul Howes, Newpark’s President and Chief Executive Officer, stated, “We are very pleased to be awarded this ultra-deepwater contract from Total, which expands our relationship with this valued customer and provides an expansion of our Latin America footprint, but more importantly, serves to further validate Newpark’s technical capabilities as a global leader in drilling fluids. This exploratory well in near-record level water depth will be the first project in this new frontier, reflecting our commitment to partner with our customers worldwide, drilling in the most technically challenging environments.”

Business Updates

Newpark also today provided business updates as a reflection of continuing weakness in commodity prices. “With the continued softening in the North American market in recent weeks, our expectations for the third quarter have been reduced from those discussed on our July 31, 2015 conference call. Revenues in our U.S. Fluids business have softened in August, and we now expect the Fluids Systems segment operating results to remain relatively flat to second quarter levels. Similarly, in the Mats segment, we’ve seen a continued softening in rental and services revenues in the weak commodity price environment. Most notably, customers in the Northeast region have reduced activities in both completions and drilling further reducing rental fleet utilization. As a result, we now expect segment revenue of approximately $14-$16 million for the third quarter, with an operating margin near break-even. While the continuing softness in Northeast region and the broader U.S. market are proving to be stronger headwinds than we anticipated, it’s important to highlight that we remain optimistic regarding the long-term prospects for the mats business,” added Howes. “In light of the market weakness, we are evaluating further cost actions in our North American business units. In addition, the continued strengthening of the U.S. dollar has provided a further headwind to the third quarter, as we’ve recognized $2 million of currency losses through August, predominately related to inter-company balances due from our Brazilian subsidiary.”

SECURITIES REPURCHASE PROGRAM

Newpark’s Board of Directors has modified its previously announced share repurchase program, of which $42.7 million remains available, expanding the authorization to include the repurchase of convertible senior notes, in addition to outstanding shares.

“Our strong balance sheet and positive cash flow generation through the down cycle has allowed us to continue funding our strategic investments, despite the current market turbulence. While our near-term focus remains on cash preservation and funding our strategic initiatives, this modification provides us greater flexibility to manage our capital structure going forward,” concluded Howes.

Newpark Resources, Inc. is a worldwide provider of value-added drilling fluids systems and composite matting systems used in oilfield and other commercial markets. For more information, visit our website at www.newpark.com.

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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, 2014, as well as others, could cause results to differ materially from those expressed in, or implied by, these statements. These risk factors include, but are not limited to, our customer concentration and cyclical nature of our industry, operating hazards inherent in the oil and natural gas industry, our international operations, the cost and continued availability of borrowed funds, our ability to execute our business strategy and make successful business acquisitions and capital investments, the availability of raw materials and skilled personnel, the impact of restrictions on offshore drilling activity, our market competition, 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.

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EX-99.2

Exhibit 99.2