Form 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): June 8, 2010
NEWPARK RESOURCES,
INC.
(Exact name of registrant as
specified in its charter)
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Delaware |
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1-2960 |
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72-1123385 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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2700 Research Forest Drive,
Suite 100
The Woodlands, TX
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77381 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (281) 362-6800
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(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))
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Item 7.01 Regulation FD
Disclosure.
On June 8, 2010
Newpark Resources, Inc. (the “Company”) issued a press release
announcing an update on operations in the Gulf of Mexico in connection with the
presentation and information expected to be discussed at the Bank of America
Merrill Lynch Smid Cap Conference on June 8, 2010. 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
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 Press release issued by Newpark
Resources, Inc. on June 8, 2010.
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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: June 8, 2010
By: /s/ James E. Braun
James E. Braun, Vice
President and
Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT INDEX
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Exhibit
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Description |
99.1
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Press release issued by Newpark Resources, Inc.
on June 8, 2010. |
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Exhibit 99.1
Exhibit 99.1
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Contacts:
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James E. Braun, CFO |
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Newpark Resources, Inc. |
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281-362-6800 |
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FOR IMMEDIATE RELEASE
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Ken Dennard, Managing Partner |
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Dennard Rupp Gray & Easterly, LLC |
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ksdennard@drg-e.com |
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713-529-6600 |
NEWPARK RESOURCES PROVIDES UPDATE
ON GULF OF MEXICO OPERATIONS
Management to present today at Bank of America Merrill Lynch Smid Cap Conference
THE WOODLANDS, TX June 8, 2010 As previously announced, Newpark Resources, Inc. (NYSE: NR)
will be presenting at the Bank of America Merrill Lynch Smid Cap Conference on June 8, 2010. In
connection with the presentation and the information expected to be discussed, the Company issued
the following update regarding the current status of its operations in the Gulf of Mexico, in light
of the recently announced 180-day moratorium on drilling in water depths in excess of 500 feet in
the Gulf of Mexico (the Drilling Moratorium).
The Company estimates that roughly 5% of its total revenue in the first quarter of 2010 came
from services provided in the areas of the Gulf of Mexico affected by the Drilling Moratorium, and
the Company believes this 5% is consistent with recent historical performance. Newparks
Environmental Services business contributed approximately 60% of the revenue affected by the
Drilling Moratorium in the first quarter and Newparks Fluids Systems and Engineering segment
contributed the remaining 40%. Deepwater Gulf of Mexico drilling fluids revenues represented less
than 3% of the Fluids Systems and Engineering segments revenues in the first quarter while the
deepwater Gulf of Mexico accounted for approximately 40% of the first quarter revenues for the
Environmental Services business.
Had the Drilling Moratorium been in place for the entire first quarter of 2010, the Company
estimates the earnings impact of the lower revenues would have been approximately $0.03 per diluted
share. This estimate does not reflect the positive impact of spill-related waste currently being
received by Environmental Services and other cost cutting steps that might have been taken during
the quarter. The Company anticipates that the actual earnings impact on the second quarter of 2010
will be minimal since the Drilling Moratorium went into effect at the end of May 2010 and
Environmental Services business has been receiving spill related waste during the second quarter.
In addition, future quarters may be unfavorably impacted as long as the Drilling Moratorium remains
in effect.
While we do not believe that total Newpark revenue will be significantly impacted by the
Drilling Moratorium, the impact on the profits generated by these two businesses is expected to be
more pronounced due to the relatively high fixed cost nature of the areas impacted, particularly in
the Environmental Services segment, stated Paul Howes, President and Chief Executive Officer of
Newpark. We will continue to pursue all permissible service activities that are not affected by
the Drilling Moratorium, including the increased processing and disposal of clean up waste
generated by the Gulf of Mexico spill, which is expected to offset, partially, the loss of
business.
Additionally at todays Bank of America Merrill Lynch Smid Cap Conference, management will
discuss how the Company has emerged from the 2009 downturn with a much leaner cost structure.
Newparks focus on technology is also providing benefits, as it continues to generate market share
gains in the U.S. land-based shale plays through the deployment of proprietary water-based fluids.
International growth continues to move the Companys revenue to a more balanced mix between
domestic and international business. This geographic diversity is expected to help reduce
Newparks reliance on any particular region around the globe.
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For more information, Newparks presentation will take place on Tuesday, June 8, 2010 at 8:50
a.m. Eastern Time (7:50 a.m. Central Time) and will be broadcast live over the Internet. The live
audio webcast will be available on the Companys website at www.newpark.com. A replay of this
webcast will be available on Newparks website shortly after the presentation is concluded and will
be archived for replay on the website through Friday, June 25, 2010. The presentation slides will
be available on the Companys website.
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 managements current expectations, estimates and
projections. All statements that address expectations or projections about the future, including
the impact of the oil spill and the Drilling Moratorium on future business and Newparks financial
results, the ability to pursue other business activities during the Drilling Moratorium, Newparks
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, 2009, as well as
others, could cause results to differ materially from those stated. These risk factors include, but
are not limited to, the potential impact of the current oil spill in the Gulf of Mexico, the
related regulatory responses including the Drilling Moratorium, decreased drilling activity in the
deepwater Gulf of Mexico, our customer concentration and cyclical nature of our industry, the
availability of raw materials and skilled personnel, our market competition, the cost and continued
availability of borrowed funds, our international operations, 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. Newparks 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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