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): November 5, 2007

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.)

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 November 5, 2007, Newpark Resources, Inc. issued a press release announcing financial information for the quarter ended September 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press release issued by Newpark Resources, Inc. on November 5, 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 November 5, 2007.

		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 & Easterly, LLC ksdennard@drg-e.com 713-529-6600

NEWPARK RESOURCES REPORTS THIRD QUARTER 2007 RESULTS

THE WOODLANDS, TX — November 5, 2007 — Newpark Resources, Inc. (NYSE: NR) today announced results for the third quarter ended September 30, 2007.

     Total revenues were $153.8 million for the third quarter of 2007 compared to $147.6 million for the third quarter of 2006. Income from continuing operations was $7.6 million in the third quarter of 2007, or $0.08 per diluted share. Income from continuing operations was $9.7 million, or $0.11 per diluted share in the third quarter of 2006, which included $2.5 million ($3.5 million pre-tax) of insurance recoveries from Hurricanes Katrina and Rita. Excluding these recoveries, income from continuing operations was $7.2 million, or $0.08 per diluted share for the third quarter of 2006, as set forth on the attached Non-GAAP Earnings Reconciliation.

     As previously announced, the Company entered into an agreement in October 2007 to sell the U.S. Environmental Services business, and shut down substantially all of the Canadian Environmental Services business. As a result of these developments, the assets, liabilities and results of operations for the Environmental Services segment have been reclassified as discontinued operations for all periods presented. Restated segment results from continuing operations for the past seven quarters are included in the financial tables later in this release. Discontinued operations generated a $0.2 million after-tax loss in the third quarter of 2007, including after-tax impairments and other charges of $0.6 million related to the shut down of the Canadian Environmental Services business.

     Paul Howes, President and Chief Executive Officer of Newpark, stated, “We are pleased with the progress we’ve made on several strategic fronts over the past quarter. The sale of the environmental business will significantly strengthen our balance sheet and improve our ability to

increase investments in our Drilling Fluids and Mats & Integrated Services businesses. In addition to signing the agreement on the environmental business, we completed the sale of our Batson sawmill facility and completed the acquisition of SEM Construction Company, which provides geographic expansion for our Mats and Integrated Services business and an entry-point into the important Piceance basin. Also, we received final court approval of the settlement of our derivative and class action lawsuit, which provides closure to this issue. Meanwhile, we continue to be encouraged by our operating results. While we still see some challenges in the North American markets, our international operations generated a 25% increase in revenues over the previous quarter and our Mats and Integrated Services revenues and operating income improved significantly over the same period.”

SEGMENT RESULTS

     The Fluid Systems and Engineering segment generated revenues of $130.0 million and an 11.9% operating margin in the third quarter of 2007, compared to the $125.1 million of revenue and a 16.1% operating margin generated during the third quarter of 2006. As described above, the third quarter of 2006 included $3.5 million of insurance recoveries from Hurricanes Katrina and Rita. Operating margins in the third quarter of 2007 declined modestly relative to the second quarter 2007 primarily due to softness in the Gulf Coast and the continued weakness in the Canadian market, along with higher barite transportation costs.

     The Mats and Integrated Services segment generated revenues of $23.8 million and a 19.1% operating margin in the third quarter of 2007 compared to revenues of $22.5 million and a 20.4% operating margin in the third quarter of 2006. The slight decline in operating margins is primarily attributable to a change in sales mix, driven by weakness in the Gulf Coast rig counts. Operating margins in the third quarter of 2007 improved substantially from 12.1% in the second quarter of 2007 due to increases in revenues combined with continuing operating cost reductions.

CONFERENCE CALL

     In conjunction with this release, Newpark has scheduled a conference call, which will be broadcast live over the Internet, on Monday, November 5, 2007 at 11:00 a.m. Eastern Time / 10:00 a.m. Central Time. To participate in the call, dial (303) 262-2141 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 12, 2007 and may be accessed by dialing (303) 590-3000 and using pass code 11098107#. 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 investigation of the certain accounting matters 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

(Unaudited)		Three Months Ended September 30,								Nine Months Ended September 30,
(In thousands, except per share data)		2007				2006				2007				2006
Revenues		$	153,778			$	147,618			$	453,024			$	435,160
Cost of revenues			133,756				122,846				393,176				376,028
			20,022				24,772				59,848				59,132
General and administrative expenses			4,567				5,050				17,833				13,842
Operating income			15,455				19,722				42,015				45,290
Foreign currency exchange (gain) loss			(57	)			16				(279	)			(496	)
Interest expense, net			3,950				6,160				12,182				15,210
Income from continuing operations before income taxes			11,562				13,546				30,112				30,576
Provision for income taxes			3,950				3,813				10,586				9,936
Income from continuing operations			7,612				9,733				19,526				20,640
(Loss) income from discontinued operations, net of taxes			(229	)			(11,998	)			2,563				(10,797	)
Loss from disposal of discontinued operations, net of taxes			—				—				(2,173	)			—
Net income		$	7,383			$	(2,265	)		$	19,916			$	9,843
Basic weighted average common shares outstanding			90,085				89,417				89,965				89,281
Diluted weighted average common shares outstanding			90,542				89,658				90,503				89,872
Net income per common share (basic and diluted):
Income from continuing operations		$	0.08			$	0.11			$	0.22			$	0.23
(Loss) income from discontinued operations			(0.00	)			(0.14	)			0.00				(0.12	)
Net income (loss) per common share		$	0.08			$	(0.03	)		$	0.22			$	0.11

Newpark Resources, Inc.
Non-GAAP Earnings Reconciliation
Continuing Operations

(Unaudited)		Quarter Ended September 30,
(In thousands, except per share data)		2007				2006
Income from continuing operations before income taxes — GAAP		$	11,562			$	13,546
Insurance recoveries from hurricanes Katrina and Rita			—				(3,471	)
Income from continuing operations before income taxes — Non-GAAP			11,562				10,075
Tax effect			3,950				2,836
Net income — Non-GAAP		$	7,612			$	7,239
Diluted shares outstanding			90,542				89,658
Net income per common share (basic and diluted):
Net income per common share — GAAP		$	0.08			$	0.11
Insurance recoveries from hurricanes Katrina and Rita			—				(0.03	)
Net income per common share — Non-GAAP		$	0.08			$	0.08

The adjusted non-GAAP financial measures used in this press release exclude the impact of the Company’s insurance recoveries related to Hurricanes Katrina and Rita. Non-GAAP financials measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The Company believes these non-GAAP financials measures are helpful, however, in comparing the historical results to current results and measuring operating earnings trends.

Newpark Resources, Inc.
Restated Segment Results

(Unaudited)		Quarter Ended
										September 30,				December 31,
(In thousands)		March 31, 2006				June 30, 2006				2006				2006
Segment revenues
Fluids systems and engineering		$	115,289			$	111,868			$	125,130			$	129,091
Mat and integrated services			29,251				31,133				22,488				17,657
Total segment revenues		$	144,540			$	143,001			$	147,618			$	146,748
Segment operating income
Fluids systems and engineering		$	12,660			$	13,143	(1)		$	20,178	(1)		$	20,635
Mat and integrated services			4,343				4,216				4,594				2,078
Total segment operating income		$	17,003			$	17,359			$	24,772			$	22,713
Segment operating margin
Fluids systems and engineering			11.0	%			11.7	%			16.1	%			16.0	%
Mat and integrated services			14.8	%			13.5	%			20.4	%			11.8	%
Total segment operating margin			11.8	%			12.1	%			16.8	%			15.5	%

(Unaudited)		Quarter Ended
										September 30,
(In thousands)		March 31, 2007				June 30, 2007				2007
Segment revenues
Fluids systems and engineering		$	125,298			$	131,163			$	129,986
Mat and integrated services			23,966				18,819				23,792
Total segment revenues		$	149,264			$	149,982			$	153,778
Segment operating income
Fluids systems and engineering		$	16,630			$	16,323			$	15,467
Mat and integrated services			4,600				2,273				4,555
Total segment operating income		$	21,230			$	18,596			$	20,022
Segment operating margin
Fluids systems and engineering			13.3	%			12.4	%			11.9	%
Mat and integrated services			19.2	%			12.1	%			19.1	%
Total segment operating margin			14.2	%			12.4	%			13.0	%

Newpark Resources, Inc.
Consolidated Balance Sheets

(In thousands)		September 30, 2007				December 31, 2006
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	7,412			$	12,736
Accounts receivable, net			142,141				141,790
Inventories			108,319				107,778
Deferred tax asset			20,076				23,001
Prepaid expenses and other current assets			16,566				12,176
Assets of discontinued operations			87,780				102,365
Total current assets			382,294				399,846
Property, plant and equipment, net			160,319				152,207
Goodwill			62,028				54,624
Deferred tax asset			—				7,096
Other intangible assets, net			17,503				8,236
Other assets			7,052				7,440
		$	629,196			$	629,449
LIABILITIES AND STOCKHOLDERS’ EQUITY
Foreign bank lines of credit		$	5,928			$	10,938
Current maturities of long-term debt			3,066				4,058
Accounts payable			45,815				37,087
Accrued liabilities			35,299				40,439
Liabilities of discontinued operations			11,554				11,403
Total current liabilities			101,662				103,925
Long-term debt, less current portion			169,252				198,037
Deferred tax liability			858				—
Other noncurrent liabilities			4,591				4,344
Total liabilities			276,363				306,306
Common Stock			901				897
Paid-in capital			448,940				444,763
Accumulated other comprehensive income			14,283				7,940
Retained deficit			(111,291	)			(130,457	)
Total stockholders’ equity			352,833				323,143
		$	629,196			$	629,449

Newpark Resources, Inc.
Consolidated Statements of Cash Flow

(Unaudited)		Nine Months Ended September 30,
(In thousands)		2007				2006
Cash flows from operating activities:
Net income		$	19,916			$	9,843
Adjustments to reconcile net income to net cash provided by operations:
Net (income) loss from discontinued operations			(2,562	)			10,797
Net loss from disposal of discontinued operations			2,172				—
Depreciation and amortization			14,835				15,908
Stock-based compensation expense			2,270				1,711
Provision for deferred income taxes			8,385				2,564
Provision for doubtful accounts			530				1,074
Loss on sale of assets			193				(614	)
Change in assets and liabilities:
Decrease (increase) in accounts and notes receivable			3,872				(21,420	)
Increase in inventories			(1,340	)			(24,593	)
Increase in other assets			(3,994	)			(3,752	)
Increase (decrease) in accounts payable			7,606				(5,546	)
(Decrease) increase in accrued liabilities and other			(4,099	)			11,463
Net operating activities of continuing operations			47,784				(2,565	)
Net operating activities of discontinued operations			15,018				10,388
Net cash provided by operating activities			62,802				7,823
Cash flows from investing activities:
Capital expenditures			(13,227	)			(20,162	)
Proceeds from sale of property, plant and equipment			888				1,210
Acquisition of business			(21,919	)			—
Insurance proceeds from property, plant and equipment			—				3,471
Net investing activities of continuing operations			(34,258	)			(15,481	)
Net investing activities of discontinued operations			153				(9,246	)
Net cash used in investing activities			(34,105	)			(24,727	)
Cash flows from financing activities:
Net (payments) borrowings on lines of credit			(15,766	)			17,078
Proceeds from long-term financing			—				150,000
Payments on notes payable and long-term debt, net			(20,806	)			(156,217	)
Proceeds from exercise of stock options and ESPP			2,016				4,385
Excess tax benefit from exercise of stock options			—				640
Net financing activities of continuing operations			(34,556	)			15,886
Net financing activities of discontinued operations			(45	)			(646	)
Net cash (used in) provided by financing activities			(34,601	)			15,240
Effect of exchange rates changes			580				226
Net decrease in cash and cash equivalents			(5,324	)			(1,438	)
Cash and cash equivalents at beginning of period			12,736				7,344
Cash and cash equivalents at end of period		$	7,412			$	5,906