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): August 1, 2007

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 240.13a-4(c))

 

 

Item 2.02  Results of Operations and Financial Condition.

     On August 2, 2007, Newpark Resources, Inc. issued a press release announcing financial information for the quarter ended June 30, 2007. 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 this Current Report on Form 8-K and the exhibit attached hereto 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 regardless of any general incorporation by reference language in such filing.

Item 2.05  Costs Associated with Exit or Disposal Activities

     In June 2007, we signed a letter of intent with a third party, subject to approval by our Board of Directors. On August 1, 2007, our Board of Directors approved an agreement to sell substantially all of the operating assets of a sawmill facility that supplies wood products to third parties and provides wooden mat materials for our Mats and Integrated Services segment for $4.0 million, subject to certain adjustments. As a result of this agreement, we recorded a $3.2 million impairment, reducing the value of the sawmill assets to expected realizable value. We expect this sale to be completed in the third quarter of 2007.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

99.1      Press release issued by Newpark Resources, Inc. on August 2, 2007.

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.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release issued by Newpark Resources, Inc. on August 2, 2007.

		NEWS RELEASE

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

NEWPARK RESOURCES REPORTS SECOND QUARTER 2007 RESULTS
Company to sell Batson, Texas sawmill

THE WOODLANDS, TX — AUGUST 2, 2007 — Newpark Resources, Inc. (NYSE: NR) today announced results for the second quarter ended June 30, 2007.

     Total revenues were $167.1 million for the second quarter of 2007 compared to $160.7 million for the second quarter of 2006. Income from continuing operations was $8.2 million in the second quarter of 2007, or $0.09 per diluted share, compared to $6.9 million, or $0.08 per diluted share, in the second quarter of 2006.

     During the second quarter of 2007, the Company entered into an agreement to sell substantially all the assets of their sawmill facility located in Batson, Texas for cash proceeds of $4.0 million plus the value of inventory at closing. The results of this operation were previously reported within the Mats and Integrated Services segment, and the assets, liabilities and results of operations for this business have been reclassified as discontinued operations for all periods presented. Restated segment results from continuing operations for the past six quarters are included in the financial tables later in this release. Discontinued operations generated a $2.9 million after-tax loss in the second quarter of 2007, or $0.03 per diluted share, including an after-tax impairment charge of $2.1 million related to the sawmill’s assets.

     Paul Howes, President and Chief Executive Officer of Newpark, stated, “While the second quarter presented a challenging operating environment in some of our North American markets, our international operations continue to perform strongly. We continue to make progress on our strategic initiatives to rationalize operations. This includes progress on the divestiture of the Environmental Services business and the divestiture of the Batson sawmill

facility, which we concluded was non-core to our long-term strategy within the Mats and Integrated Services segment.”

     “Meanwhile, we maintain our focus on cash management, reducing total debt by $18 million during the latest quarter and $37 million year-to-date. As we execute on our previously announced corporate strategy and initiatives, we expect to further enhance our ability to invest in growth opportunities that will enable us to expand our global presence and product offerings within our Fluids and Mats businesses in order to drive shareholder value,” concluded Howes.

SEGMENT RESULTS

     The Fluid Systems and Engineering segment generated revenues of $131.2 million and a 12.4% operating margin in the second quarter of 2007, representing an improvement from the $111.9 million of revenue and 11.7% operating margin generated during the second quarter of 2006. Operating margins, while up year-over-year, declined modestly relative to first quarter 2007 primarily due to a shift in product mix, with higher sales of lower margin products experienced in the most recent quarter, and the seasonal revenue and margin decline in Canada.

     The Mats and Integrated Services segment, restated to exclude the results of the discontinued Batson, Texas sawmill operation, generated revenues of $18.8 million and a 12.1% operating margin in the second quarter of 2007 compared to revenues of $31.1 million and a 13.5% operating margin in the second quarter of 2006. The decline in revenues was primarily due to weak sales in Canada, as well as weak export sales of composite mats. Cost reduction benefits achieved in this segment during the quarter were more than offset by the decline in revenues. The Company’s strategy in this segment continues to be to diversify geographically into other basins and broaden its product offerings.

     The Environmental Services segment generated revenues of $17.1 million and a 16.8% operating margin in the second quarter of 2007, compared to revenues of $17.7 million and a 13.3% operating margin in the second quarter of 2006.

CONFERENCE CALL

     In conjunction with this release, Newpark has scheduled a conference call, which will be broadcast live over the Internet, on Friday, August 3, 2007 at 9:30 a.m. Eastern Time / 8:30 a.m. Central Time. To participate in the call, dial (303) 262-2140 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 August 10, 2007 and may be accessed by dialing (303) 590-3000 and using pass code 11092386#. 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 statements about 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, 2006, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to, the results of several class action and derivative lawsuits against Newpark and certain of our current and former directors and former officers; the investigation of the matter by the Securities and Exchange Commission; changes in the laws, regulations, policies and economic conditions, including inflation, interest and foreign currency exchange rates, of countries in which Newpark does business; competitive pressures; successful integration of structural changes, including restructuring plans, acquisitions, divestitures and alliances; cost of raw materials, research and development of new products, including regulatory approval and market acceptance; and seasonality of sales of Newpark products. 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.

Newpark Resources, Inc.
Consolidated Statements of Operations

		Three Months								Six Months
(Unaudited)		Ended June 30,								Ended June 30,
(In thousands, except per share data)		2007				2006				2007				2006
Revenues		$	167,050			$	160,724			$	334,251			$	322,603
Cost of revenues			145,587				141,015				288,327				283,859
			21,463				19,709				45,924				38,744
General and administrative expenses			5,111				5,463				13,266				8,792
Operating income			16,352				14,246				32,658				29,952
Foreign currency exchange gain			(293	)			(432	)			(179	)			(327	)
Interest expense, net			3,817				4,123				8,241				8,916
Income from continuing operations before income taxes			12,828				10,555				24,596				21,363
Provision for income taxes			4,584				3,694				8,774				7,555
Income from continuing operations			8,244				6,861				15,822				13,808
Loss from discontinued operations, net of taxes			(2,945	)			(938	)			(3,289	)			(1,700	)
Net income		$	5,299			$	5,923			$	12,533			$	12,108
Basic weighted average common shares outstanding			89,979				89,373				89,907				89,212
Diluted weighted average common shares outstanding			90,671				89,874				90,359				89,991
Net income per common share (basic):
Continuing operations		$	0.09			$	0.08			$	0.18			$	0.16
Discontinued operations			(0.03	)			(0.01	)			(0.04	)			(0.02	)
Net income per common share		$	0.06			$	0.07			$	0.14			$	0.14
Net income per common share (diluted):
Continuing operations		$	0.09			$	0.08			$	0.18			$	0.15
Discontinued operations			(0.03	)			(0.01	)			(0.04	)			(0.02	)
Net income per common share		$	0.06			$	0.07			$	0.14			$	0.13

Newpark Resources, Inc.
Segment Comparison

(Unaudited)		Quarter Ended
(In thousands)		June 30, 2007				March 31, 2007				June 30, 2006
Segment revenues
Fluids systems and engineering		$	131,163			$	125,298			$	111,868
Mat and integrated services			18,819				23,966				31,133
Environmental services			17,068				17,937				17,723
Total Segment Revenues		$	167,050			$	167,201			$	160,724
Segment operating income
Fluids systems and engineering		$	16,323			$	16,630			$	13,143
Mat and integrated services			2,273				4,600				4,217
Environmental services			2,867				3,231				2,349
Total Segment Operating Income		$	21,463			$	24,461			$	19,709
Segment operating margin
Fluids systems and engineering			12.4	%			13.3	%			11.7	%
Mat and integrated services			12.1	%			19.2	%			13.5	%
Environmental services			16.8	%			18.0	%			13.3	%
Total Segment Operating Margin			12.8	%			14.6	%			12.3	%

Newpark Resources, Inc.
Consolidated Balance Sheets

(In thousands)		June 30, 2007				December 31, 2006
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	3,483			$	12,974
Accounts receivable, net			156,681				154,443
Inventories			107,464				108,129
Deferred tax asset			26,052				22,970
Prepaid expenses and other current assets			18,207				12,878
Assets of discontinued operations			9,023				15,459
Total current assets			320,910				326,853
Property, plant and equipment, net			223,588				220,827
Goodwill			56,013				55,143
Deferred tax asset			—				5,348
Other intangible assets, net			11,038				11,623
Other assets			6,541				7,875
		$	618,090			$	627,669
LIABILITIES AND STOCKHOLDERS’ EQUITY
Foreign bank lines of credit		$	4,546			$	10,938
Current maturities of long-term debt			6,383				4,208
Accounts payable			53,412				43,793
Accrued liabilities			36,350				42,692
Liabilities of discontinued operations			844				364
Total current liabilities			101,535				101,995
Long-term debt, less current portion			166,040				198,186
Deferred tax liability			4,567				—
Other noncurrent liabilities			4,210				4,345
Total liabilities			276,352				304,526
Common Stock			900				897
Paid-in capital			447,568				444,763
Accumulated other comprehensive income			11,944				7,940
Retained deficit			(118,674	)			(130,457	)
Total stockholders’ equity			341,738				323,143
		$	618,090			$	627,669

Newpark Resources, Inc.
Restated Segment Results

(Unaudited)		Quarter Ended
(In thousands, except per share data)		March 31, 2006				June 30, 2006				September 30, 2006				December 31, 2006				March 31, 2007				June 30, 2007
Segment revenues
Fluids systems and engineering		$	115,289			$	111,868			$	125,130			$	129,091			$	125,298			$	131,163
Mat and integrated services			29,251				31,133				22,489				17,657				23,966				18,819
Environmental services			17,339				17,723				18,324				16,537				17,937				17,068
Total Segment Revenues		$	161,879			$	160,724			$	165,943			$	163,285			$	167,201			$	167,050
Segment operating income
Fluids systems and engineering		$	12,660			$	13,143			$	20,178			$	20,635			$	16,630			$	16,323
Mat and integrated services			4,342				4,217				4,592				2,078				4,600				2,273
Environmental services			2,033				2,349				2,173				1,696	*			3,231				2,867
Total Segment Operating Income		$	19,035			$	19,709			$	26,943			$	24,409			$	24,461			$	21,463
Segment operating margin
Fluids systems and engineering			11.0	%			11.7	%			16.1	%			16.0	%			13.3	%			12.4	%
Mat and integrated services			14.8	%			13.5	%			20.4	%			11.8	%			19.2	%			12.1	%
Environmental services			11.7	%			13.3	%			11.9	%			10.3	%			18.0	%			16.8	%
Total Segment Operating Margin			11.8	%			12.3	%			16.2	%			14.9	%			14.6	%			12.8	%

Newpark Resources, Inc.
Consolidated Statements of Cash Flow

(Unaudited)		Six Months Ended June 30,
(In thousands, except per share data)		2007				2006
Cash flows from operating activities:
Net income		$	12,533			$	12,108
Adjustments to reconcile net income to net cash provided by operations:
Net (earnings) loss from discontinued operations			3,289				1,700
Depreciation and amortization			12,221				13,110
Stock-based compensation expense			1,197				1,133
Provision for deferred income taxes			5,883				5,354
Provision for doubtful accounts			524				808
Loss on sale of assets			795				321
Change in assets and liabilities:
Increase in accounts and notes receivable			(2,762	)			(11,325	)
Decrease (increase) in inventories			(2,471	)			(11,929	)
Increase in other assets			(1,219	)			(862	)
Increase (decrease) in accounts payable			9,619				(4,107	)
(Decrease) increase in accrued liabilities and other			(7,086	)			6,491
Net operating activities of continuing operations			32,523				12,802
Net operating activities of discontinued operations			3,627				(3,616	)
Net cash provided by operating activities			36,150				9,186
Cash flows from investing activities:
Capital expenditures			(11,532	)			(11,972	)
Proceeds from sale of property, plant and equipment			633				539
Insurance proceeds from property, plant and equipment			—				3,471
Net investing activities of continuing operations			(10,899	)			(7,962	)
Net investing activities of discontinued operations			—				(10,783	)
Net cash used in investing activities			(10,899	)			(18,745	)
Cash flows from financing activities:
Net (payments) borrowings on lines of credit			(30,555	)			15,516
Proceeds from long-term financing			937				—
Payments on notes payable and long-term debt, net			(7,048	)			(10,417	)
Proceeds from exercise of stock options and ESPP			1,702				4,075
Excess tax benefit from exercise of stock options			—				596
Net cash (used in) provided by financing activities			(34,964	)			9,770
Effect of exchange rates changes			222				247
Net (decrease) increase in cash and cash equivalents			(9,491	)			458
Cash and cash equivalents at beginning of period			12,974				7,747
Cash and cash equivalents at end of period		$	3,483			$	8,205
Cash Paid for
Income taxes (net of refunds)		$	3,759			$	2,309
Interest			8,410				8,581