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): December 9, 2008
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 7.01 Regulation FD Disclosure.
On December 9, 2008 Paul L. Howes, President and Chief Executive Officer and James E. Braun, Vice President and Chief Financial Officer of Newpark Resources, Inc. (“Newpark”), provided the information furnished in Exhibit 99.1 to this report to current and potential investors. Exhibit 99.1 is incorporated in this Item 7.01 by reference. The materials will also be posted in the Investor Information section of Newpark’s website, http://www.newpark.com for 90 days after the event.
The information referenced under Item 7.01 (including Exhibit 99.1 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 Exhibit 99.1 referenced in Item 9.01 below) shall not be incorporated by reference into any registration statement, report or other document filed by Newpark 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. Newpark does not undertake to update the information as posted on its website; however, it may post additional information included in future press releases and Forms 8-K, as well as posting its periodic Exchange Act reports.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Company Fact Sheet.
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: December 9, 2008 | By: | /s/ James E. Braun |
James E. Braun, Vice President and Chief Financial Officer (Principal Financial Officer) |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1
|
Company Fact Sheet. |
| Recognized Name in Drilling Fluids. Newpark Resources (NR) is one of the leading
providers of proprietary drilling fluids to the oil and gas industry in addition to offering
specialized well site construction services. NR derives over 80% of its revenues from its
fluids business, which has experienced brisk 26% compound annual growth in revenues since
2003. |
| Actively Growing Worldwide Fluids Business. Key markets for Newparks fluids systems are
in North America, South America and the Mediterranean. Its market share in the United States
has risen to 15%*, and it is gaining share in the high-growth North African and Eastern
European markets. Also, opportunities are expanding in Brazil, where NR was awarded two major
offshore contracts and has a newly-constructed fluids plant in operation. |
| Competitive in Deepwater Markets. With increased deepwater activity worldwide, Newpark
has leveraged off of its expertise to gain a presence in the offshore fluids market. NR
currently operates under a three-year contract in the deepwater Gulf of Mexico and recently
began deepwater services in Brazil. |
| Broadening Scope of Mats & Integrated Services. Newparks Mats & Integrated Services
segment is a top provider of well site construction services. As one of the first service
providers on site, Newpark is leveraging its customer relationships into expanded services
and geographic presence. Consistent with this strategy was its purchase of SEM Construction
Co. in Colorado in 2007, which added well site management and equipment rental services. |
| Environmental Business Back in the Fold. After being contested by the Federal Trade
Commission in late October, the sale of the Environmental Business was voluntarily terminated
by mutual agreement between Newpark and its counterparty, CCS, Inc. |
| Solid Capital Structure and Liquidity. Newpark is focused on cash preservation and
financial flexibility. Its current liquidity position is strong. In addition to cash flow
from operations ($37.2 million for the nine months ended September 30, 2008), Newpark had $45
million available under its existing revolver at the end of the 2008 third quarter. NR has
been steadily paying down debt since the beginning of 2007 to a 30% net debt-to-capital
ratio, and over the next four years, no principal payments under its debt obligations exceed
$10 million per year. |
* Source: Company estimate |
Stock Data | |||||
Fiscal Year-End: | December | ||||
Symbol / Exchange: | NR / NYSE | ||||
52-Week Range: | $3.03-$8.92 | ||||
Common Shares O/S: | 88.4mm | ||||
Market Capitalization: | $331mm | ||||
Total Enterprise Value (TEV) 1): | $493mm | ||||
Average Daily Volume (L3M): | 807,469 | ||||
Insider Ownership 2): | 1.3 | % | |||
13F Institutional Ownership 3): | 95.5 | % |
Financial Data | 12/31/07 | 9/30/08 | |||||||
Total Cash: | $5.7mm | $10.9mm | |||||||
Total Debt: | $177.5mm | $173.3mm | |||||||
Total Stockholders Equity: | $360.7mm | $379.6mm | |||||||
Net Debt / Net Book Capital: | 32.3 | % | 30.0 | % |
FY2007 | 9M2008 | ||||||||
Revenue ($mm) 4): | $ | 612.8 | $ | 584.1 | |||||
Operating Income ($mm) 4): | $ | 55.9 | $ | 51.8 | |||||
EPS 4): | $ | 0.28 | $ | 0.32 |
Segment Data | ||
Revenue Mix4) | 9M2008 | |
North America / International
|
83% / 17% | |
Fluid Systems / Mats
|
88% / 12% |
1) | Total Enterprise Value (TEV) defined as market capitalization plus total debt less cash. |
|
2) | Represents executive officers and directors as disclosed in the latest Proxy Statement on file
with the SEC. |
|
3) | As reported by Bigdough |
|
4) | Revenue, operating income, EPS and revenue mix data is based on results from continuing
operations. |