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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996 Commission File No. 1-2960
Newpark Resources, Inc.
(Exact name of registrant as specified in its charter)
Delaware 72-1123385
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3850 N. Causeway, Suite 1770
Metairie, Louisiana 70002
(Address of principal executive offices) (Zip Code)
(504) 838-8222
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes 4 No
Indicate the number of shares outstanding of each of the
issuerOs classes of common stock as of the latest
practicable date.
Common Stock, $0.01 par value: 10,981,244 shares at August
9, 1996
Page 1 of 16
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NEWPARK RESOURCES, INC.
INDEX TO FORM 10-Q
FOR THE THREE AND SIX MONTH PERIODS ENDED
JUNE 30, 1996
Item Page
Number Description Number
______ ___________ ______
PART I
1 Unaudited Financial Statements:
Balance Sheets -
June 30, 1996 and December 31, 1995.........3
Statements of Income for the Three
Month and Six Month
Periods Ended June 30, 1996 and 1995........4
Statements of Cash Flows for the
Six Month Periods Ended June 30, 1996
and 1995....................................5
Notes to Consolidated Financial Statements....6
2 Management's Discussion and Analysis of
Financial Condition and Results of
Operations....................................8
PART II
_______
4 Submission of Matters to a Vote of Security
Holders......................................14
6 Exhibits and Reports on Form 8-K................15
2
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Part I
Item I - Financial Statements
Newpark Resources, Inc.
Consolidated Balance Sheets
As of June 30, 1996 and December 31, 1995
(Unaudited) June 30, December 31,
___________________________________________________________________________
(In thousands, except share data) 1996 1995
___________________________________________________________________________
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 804 $ 1,018
Accounts and notes receivable, less allowance
of $761 in 1996 and $768 in 1995 38,284 39,208
Inventories 8,314 11,996
Other current assets 4,377 4,088
_______ _______
Total current assets 51,779 56,310
Property, plant and equipment, at cost, net of
accumulated depreciation 105,448 85,461
Cost in excess of net assets of purchased
businesses, net of accumulated amortization 4,309 4,340
Other assets 15,926 6,636
_______ _______
$177,462 $ 152,747
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 2,068 $ 169
Current maturities of long-term debt 9,880 7,742
Accounts payable 10,457 11,664
Accrued liabilities 4,013 3,462
Current taxes payable 1,117 1,165
_______ _______
Total current liabilities 27,535 24,202
Long-term debt 50,264 46,724
Other non-current liabilities 285 285
Deferred taxes payable 7,267 4,018
Commitments and contingencies (See Note 9) - -
Shareholders' equity:
Preferred Stock, $.01 par value, 1,000,000
shares authorized, no shares outstanding - -
Common Stock, $.01 par value, 20,000,000
shares authorized, 10,947,186 shares
outstanding in 1996 and 10,634,177
in 1995 107 105
Paid-in capital 151,944 144,553
Retained earnings (deficit) (59,940) (67,140)
_______ _______
Total shareholders' equity 92,111 77,518
_______ _______
$177,462 $ 152,747
======= =======
See accompanying Notes to Consolidated Financial Statments.
</TABLE>
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<CAPTION>
Newpark Resources, Inc.
Consolidated Statements of Income
For the Three and Six Month Periods Ended June 30,
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
__________________________________________________________________________________________
(In thousands, except per share data) 1996 1995 1996 1995
__________________________________________________________________________________________
<S> <C> <C> <C> <C>
Revenues $ 26,179 $ 22,454 $ 52,946 $ 44,663
Operating costs and expenses:
Cost of services provided 16,493 14,650 34,092 30,182
Operating costs 2,147 2,306 4,506 4,594
_______ _______ _______ _______
18,640 16,956 38,598 34,776
General and administrative expenses 732 669 1,449 1,317
Provision for uncollectible accounts
and notes receivable 6 40 6 70
_______ _______ _______ _______
Operating income 6,801 4,789 12,893 8,500
Interest income (30) (30) (60) (121)
Interest expense 997 1,000 1,904 1,889
_______ _______ _______ _______
Income from operations
before provision for income taxes 5,834 3,819 11,049 6,732
Provision for income taxes 1,950 613 3,849 1,036
_______ _______ _______ _______
Net income $ 3,884 $ 3,206 $ 7,200 $ 5,696
======= ======= ======= =======
Weighted average common and common
equivalent shares outstanding:
Primary 11,309 10,549 11,162 10,528
======= ======= ======= =======
Fully Diluted 11,338 10,549 11,265 10,528
======= ======= ======= =======
Net income per common share and
common equivalent share:
Primary $ 0.34 $ 0.30 $ 0.65 $ 0.54
======= ======= ======= =======
Fully Diluted $ 0.34 $ 0.30 $ 0.64 $ 0.54
======= ======= ======= =======
See accompanying Notes to Consolidated Financial Statements.
4
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<CAPTION>
Newpark Resources, Inc.
Consolidated Statements of Cash Flows
For the Six Month Periods Ended June 30,
(Unaudited)
______________________________________________________________________
(In thousands ) 1996 1995
______________________________________________________________________
<S> <C> <C>
Cash flows from operating activities:
Net income $ 7,200 $ 5,696
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 5,985 4,737
Provision for doubtful accounts 6 70
Provision for deferred income taxes 2,349 1,077
Gain on sales of assets (909) (4)
Change in assets and liabilities, net of
effects of acquisitions and dispositions:
Decrease (increase) in accounts and
notes receivable 1,745 (6,180)
Decrease (increase) in inventories 2,161 (171)
Increase in other assets (481) (2,090)
(Decrease) increase in accounts payable (4,441) 1,810
Increase (decrease) in accrued liabilities
and other 503 (434)
______ ______
Net cash provided by operating activities 14,118 4,511
______ ______
Cash flows from investing activities:
Capital expenditures (22,624) (8,587)
Proceeds from disposal of property, plant
and equipment 648 32
Purchase of patents (1,200) -
Payments received on notes receivable 66 -
______ ______
Net cash used in investing activities (23,110) (8,555)
______ ______
Cash flows from financing activities:
Net borrowings on lines of credit 8,984 5,167
Principal payments on notes payable,
capital lease obligations and
long-term debt (5,116) (16,290)
Proceeds from issuance of debt 3,358 14,331
Proceeds from conversion of stock options 1,552 631
______ ______
Net cash provided by financing activities 8,778 3,839
______ ______
Net decrease in cash and cash equivalents (214) (205)
Cash and cash equivalents at beginning
of year 1,018 1,404
______ ______
Cash and cash equivalents at end of
the period $ 804 $ 1,199
====== ======
During the six month period ended June 30, 1996, the Company's noncash
transactions included the acquisition of certain patents in exchange for
$5,841,000 of the Company's common stock and $1,200,000 in cash. In
connection with the purchase of these patents the Company recorded
a deferred tax liablity of $900,000. Included in accounts receivable at
June 30, 1996 are proceeds to be received from the sale of fixed assets
of $893,000. Transfers from inventory to fixed assets of $1,521,000
were also made during this period.
Included in accounts payable and accrued liabilities at June 30, 1996
and 1995 were equipment purchases of $3,234,000 and $1,489,000,
respectively. Also included are notes payable for equipment purchases
in the amount of $351,000 at June 30, 1996.
Interest of $2,158,000 and $1,942,000 and income taxes of $1,548,000
and $51,400 were paid during the six months ending June 30, 1996 and
1995, respectively.
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
5
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NEWPARK RESOURCES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 In the opinion of management the accompanying
unaudited consolidated financial statements reflect
all adjustments necessary to present fairly the
financial position of Newpark Resources, Inc.
("Newpark" or the "Company") as of June 30, 1996,
and the results of operations for the three and six
month periods ended June 30, 1996 and 1995 and cash
flows for the six month periods ended June 30, 1996
and 1995. All such adjustments are of a normal
recurring nature. These interim financial
statements should be read in conjunction with the
December 31, 1995 audited financial statements and
related notes filed on Form 10-K at December 31,
1995.
Note 2 The consolidated financial statements include
the accounts of Newpark and its wholly-owned
subsidiaries. All material intercompany
transactions are eliminated in consolidation.
Note 3 The results of operations for the three and six
month periods ended June 30, 1996 are not
necessarily indicative of the results to be expected
for the entire year.
Note 4 Primary and fully diluted income per common share is
calculated by dividing net income by the average
shares of common stock of the Company ("Common
Stock") and Common Stock equivalents outstanding
during the period. When dilutive, stock options are
included as share equivalents using the treasury
stock method.
Note 5 Included in accounts and notes receivable at June
30, 1996 and December 31, 1995 (in thousands) are:
1996 1995
____ ____
Trade receivables $28,481 $27,714
Unbilled revenues 6,743 8,600
______ ______
Gross trade receivables 35,244 36,314
Allowance for doubtful accounts (761) (768)
______ ______
Net trade receivables 34,463 35,546
Notes and other receivables 3,821 3,662
______ ______
Total $38,284 $39,208
====== ======
Note 6 Inventories at June 30, 1996 and December 31, 1995
consisted principally of raw materials.
Note 7 Interest of $167,000 and $71,000 was capitalized
during the three months ended June 30, 1996 and 1995,
respectively. For the six months ended June 30,
1996 and 1995, interest of $385,000 and $127,000
was capitalized, respectively.
6
<PAGE>
Note 8 The Company maintains a $62.0 million bank
credit facility with $25.0 million in the form of a
revolving line of credit commitment, $35.0 million
in a term note and the remaining $2.0 in the form of
a 60-day term loan due August 26, 1996. The line of
credit is secured by a pledge of accounts receivable
and certain inventory. It bears interest at either
a specified prime rate (8.25% at June 30, 1996) or
the LIBOR rate (5.47% at June 30, 1996) plus a
spread which is determined quarterly based upon the
ratio of the Company's funded debt to cash flow.
The line of credit requires monthly interest
payments and matures on December 31, 1998. At June
30, 1996, $1.8 million of letters of credit were
issued and outstanding, leaving a net of $17.5
million available for cash advances under the line
of credit, against which $17.4 million had been
borrowed. The term loan was used to refinance
existing debt and requires monthly interest
installments and seventeen equal quarterly principal
payments which commenced March 31, 1996. The term
loan bears interest at the Company's option of
either a specified prime rate or LIBOR rate, plus a
spread which is determined quarterly based upon the
ratio of the Company's funded debt to cash flow.
The 60-day term loan bears interest at the LIBOR
rate plus 2%. The credit facility requires that the
Company maintain certain specified financial ratios
and comply with other usual and customary
requirements. The Company was in compliance with
the agreement at June 30, 1996.
Note 9 Newpark and its subsidiaries are involved in
litigation and other claims or assessments on
matters arising in the normal course of business.
In the opinion of management, any recovery or
liability in these matters will not have a material
adverse effect on Newpark's consolidated financial
statements.
During 1992, the State of Texas assessed additional
sales taxes for the years 1988-1991. The Company
has filed a petition for redetermination with the
Comptroller of Public Accounts. The Company
believes that the ultimate resolution of this matter
will not have a material adverse effect on the
consolidated financial statements.
In the normal course of business, in conjunction
with its insurance programs, the Company has
established letters of credit in favor of certain
insurance companies in the amount of $1,750,000 at
June 30, 1996.
7
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
General
On June 5, 1996 the Company executed definitive
agreements with Sanifill, Inc. ("Sanifill") for the purchase
by Newpark of the marine-related nonhazardous oilfield waste
("NOW") collection operations of Campbell Wells, Ltd.
("Campbell"), a Sanifill subsidiary, for a purchase price of
$70.5 million, subject to financing and certain regulatory
approvals.
Newpark and Sanifill filed notification forms specified
under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"). On July 30, 1996, the
Federal Trade Commission ("FTC") granted the Company's
request for early termination of the statutory waiting
period.
On August 12, 1996 the Company completed a public
offering of common stock to fund the acquisition and to
provide the additional working capital needed as a result of
the transaction and consummated the acquisition.
In the acquisition, Newpark purchased substantially all
of Campbell's non-landfarm assets and assumed leases
associated with five transfer stations located along the
Gulf Coast and three receiving docks at the landfarm
facilities operated by Campbell, all of which are located in
Louisiana. Newpark expects to achieve cost savings by
consolidating the acquired facilities and operations with
Newpark's similar facilities and operations; such
consolidation is expected to result in a restructuring
charge against Newpark's earnings of approximately $2.0
million in the third quarter of 1996.
In the acquisition, Newpark assumed obligations under a
NOW Disposal Agreement with Sanifill and Campbell, providing
for delivery of an agreed-upon volume of NOW to Campbell's
landfarms for disposal over a twenty-five year period. Such
facilities are being retained by Campbell. Campbell and
Sanifill also agreed to refrain from competing with the
acquired business in the States of Louisiana, Texas,
Mississippi and Alabama and in the Gulf of Mexico for a
limited period.
Results of Operations
The following table represents revenue by product line,
for the three and six month periods ended June 30, 1996 and
1995. The product line data has been reclassified from
prior periods' presentation in order to more effectively
8
<PAGE>
distinguish the Company's proprietary offsite waste
processing and mat rental services from its other service
offerings.
Three Month Periods Ended June 30,
(Dollars in thousands)
1996 1995
______________ _____________
Revenues by product line:
Offsite waste processing $9,559 36.5% $7,525 33.5%
Mat rental services 5,708 21.8 7,364 32.8
General oilfield services 5,294 20.2 3,906 17.4
Wood product sales 3,646 13.9 2,786 12.4
Onsite environmental
management 1,462 5.6 473 2.1
Other 510 2.0 400 1.8
______ _____ ______ _____
Total revenues $26,179 100.0% $22,454 100.0%
====== ===== ====== =====
Six Month Periods Ended June 30,
(Dollars in thousands)
1996 1995
_____________ ______________
Revenues by product line:
Offsite waste processing $17,392 32.8% $14,915 33.4%
Mat rental services 13,608 25.7 13,997 31.4
General oilfield services 9,297 17.6 6,937 15.5
Wood product sales 7,602 14.4 5,410 12.1
Onsite environmental
management 4,027 7.6 2,604 5.8
Other 1,020 1.9 800 1.8
______ _____ ______ _____
Total revenues $52,946 100.0% $44,663 100.0%
====== ===== ====== =====
Three Month Period Ended June 30, 1996 Compared to Three
Month Period ended June 30, 1995
Revenues
Total revenues increased to $26.2 million in the 1996
period from $22.5 million in the 1995 period, an increase of
$3.7 million or 16.6%. The major components of the increase
by product line included: (i) an increase in offsite waste
processing revenue of $2.0 million derived primarily from
improved NORM disposal operations; (ii) increased general
oilfield services revenue of $1.4 million derived from
increased site preparation work required by the changing mix
of mat rental projects; (iii) increased onsite environmental
management revenues of $1.0 million due to the increased
level of remediation projects; (iv) an increase of $860,000
in revenues from wood product sales due to increased
production capacity added in 1995. Partially offsetting
these revenue increases was a $1.6 million decrease in mat
rental revenues caused by decreased volumes on similar
pricing.
9
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NORM processing volume during the period increased to
55,500 barrels, compared to 11,100 in the 1995 period. The
effect of the volume increase was offset in part by a
decrease in the average revenue per barrel from $132.00 in
the 1995 period to $52.00 in the recent quarter. The change
in average prices reflects the lower level of radium
contamination in waste received from site remediation
projects, which represent a majority of current volume. NOW
disposal and related services revenue increased $603,000 to
$6.7 million in the recent quarter compared to $6.1 million
in the 1995 period. Substantially all of the revenue
increase related to remediation services provided for a
major oil company customer. A slight increase in NOW
disposal volumes to 675,000 barrels compared to 673,000
barrels in the year-ago quarter was offset by a similar
decrease in average price relating to the mix of waste
required.
Operating Income
Operating income increased by $2.0 million or 42% to
total $6.8 million in the 1996 period compared to $4.8
million in the prior period, representing an improvement in
operating margin to 26.0% in the 1996 period compared to
21.3% in the 1995 period. The primary component of the
increase was improved offsite waste processing operations.
General and administrative expenses remained relatively
unchanged decreasing as a proportion of revenue to 2.8% in
the 1996 period from 3.0% in the 1995 period, and increasing
in absolute amount by $63,000.
Interest Expense
Interest expense was substantially unchanged at
approximately $1 million for both periods, although average
outstanding borrowings increased approximately 44.2% from
the prior period. This resulted from decreased net interest
cost under the current credit agreement, which became
effective as of June 29, 1995, and interest capitalization
related to construction in progress in the current quarter.
Provision for Income Taxes
For the 1996 period, the Company recorded an income tax
provision of $2.0 million equal to 33% of pre-tax income.
The net provision for the 1995 period of $613,000, equal to
a 16% effective rate, was reduced from the statutory rate as
the result of the recognition of certain state income tax
carryforwards available to offset estimated future earnings.
10
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Net Income
Net income increased by $678,000 or 21% to $3.9 million
in 1996 compared to $3.2 million in the 1995 period.
Six Month Period Ended June 30, 1996 Compared to Six Month
Period ended June 30, 1995
Revenues
Total revenues increased to $53.0 million for the six
months ended June 30, 1996 compared to $44.7 million for the
first six months of 1995, an increase of $8.3 million or
18.5%. The major components of the increase by product line
were: (i) increased offsite waste processing revenue of $2.5
million derived primarily from increased NORM disposal
operations; (ii) an increase of $2.4 million in general
oilfield service revenues derived from increased site
preparation work required by the changing mix of mat rental
projects; (iii) increased wood product sales of $2.2 million
as a result of increased capacity added in 1995 and (iv)
$1.4 million increase in onsite environmental management
revenue due to increased drilling activity and increased
site remediation operations.
NORM processing volume increased to 92,700 barrels from
23,800 barrels for the six months ended June 30, 1996
compared to same 1995 period. While the volume of NORM
contaminated waste processing increased by 290% the average
revenue per barrel of waste processed dropped by 58% to
$51.00 per barrel from $121.00 per barrel. The change in
average prices reflects the lower level of radium
contamination in waste received from site remediation
projects, which represent the largest portion of current
volumes. NOW disposal and related revenue increased
$659,000 to $12.7 million for the six months ended June 30,
1996 compared to $12.0 million for the first six months of
1995. Substantially all of the revenue increase related to
remediation services provided for a major oil company
customer. The volume of NOW waste barrels disposed of in
1996 was substantially unchanged at 1,357,000 barrels
compared to 1,363,000 barrels in 1995 while average revenue
per barrel decreased nominally to $8.43 per barrel in 1996
from $8.56 per barrel in 1995 due to changes in the mix of
waste received.
Operating Income
Operating income for the six months ended June 30, 1996
rose to $12.9 million from $8.5 million for the same period
in 1995, representing an increase of 51.7%. Operating
margin improved to 24.3% in 1996 as compared to 19.0% in
1995. The improved operations can primarily be attributed
to the growth in revenues experienced in the Company's
proprietary business operations.
11
<PAGE>
General and administrative expenses increased by
$132,000 for the six months ended June 30, 1996 as compared
to 1995, but decreased as a percentage of revenue to 2.7%
compared to 2.9%.
Interest Expense
Interest expense was approximately $1.9 million for
1996 and 1995, despite average outstanding borrowings
increasing by approximately 47.5%. This resulted from
decreased net interest cost under the current credit
agreement, which became effective as of June 29, 1995, and
interest capitalization related to construction in progress
in the current period.
Provision for Income Taxes
During the six months ended June 30, 1996 the effective
tax rate was 34.8% which yielded a tax provision of $3.8
million as compared to 15.4% or $1.0 million in 1995. The
1995 tax provision reflects the benefit realized from tax
carryforwards which were fully utilized in 1995.
Net Income
Net income increased to $7.2 million in 1996 from $5.7
million in 1995 representing an increase of 26.4%.
Liquidity and Capital Resources
The Company's working capital position decreased by
$7.9 million during the six months ended June 30, 1996. Key
working capital data is provided below:
June 30, 1996 December 31, 1995
_____________ _________________
Working Capital (000's) $ 24,244 $ 32,108
Current Ratio 1.88 2.3
During 1996, the Company's working capital needs have
been met primarily from operating cash flow coupled with
funds provided by the revolving credit facility. Total cash
generated from operating activities of $14.1 million were
supplemented by $8.8 million from financing activities to
provide for cash used of $23.1 million in investing
activities. The majority of the $23.1 million of cash used
in investing activities was utilized for the purchase of
board road mats which is reflected in the increase in
property, plant and equipment.
During the six months ended June 30, 1996 the Company
entered into two transactions which were primarily non-cash
in nature. These two transactions involved the acquisition
of additional patent and other rights for use in the
Company's proprietary business operations. The acquisition
of these items is reflected in the increase in other assets
and the increase in shareholders' equity coupled with the
increase in deferred taxes payable.
12
<PAGE>
One of the major components of the decrease in working
capital was the decrease in inventories. This change is
reflective of the cyclical nature of the Company's wood
products business. Raw materials inventory is typically
depleted during the first six months of the year and builds
during the second half of the year. This is caused by
weather cycles which influence the timber cutting.
On June 29, 1995, Newpark entered into a new credit
agreement with a group of three banks, providing a total of
up to $50 million of term financing consisting of a $25
million term loan to be amortized over five years and a $25
million revolving line of credit. At Newpark's option,
these borrowings bear interest at either a specified prime
rate or LIBOR rate, plus a spread which is determined
quarterly based upon the ratio of Newpark's funded debt to
cash flow. The credit agreement requires that Newpark
maintain certain specified financial ratios and comply with
other usual and customary requirements. Newpark was in
compliance with all of the convenants in the credit
agreement at June 30, 1996.
The term loan was used to refinance existing debt and
is being amortized over a five year term. In March 1996,
the term loan was increased to $35 million, and the $10
million increase was used initially to reduce borrowings on
the revolving line of credit portion of the facility. In
June 1996, the Company increased its borrowing through the
credit agreement in the form of a 60-day term loan in the
amount of $2.0 million. The funds were used to acquire
board road mats.
The revolving line of credit matures December 31, 1998.
Availability of borrowings under the line of credit is tied
to the level of Newpark's accounts receivable and certain
inventory. At June 30, 1996, $1.8 million of letters of
credit were issued and outstanding under the line and an
additional $17.4 million had been borrowed and was
outstanding thereunder.
On August 12, 1996, the Company completed the sale of
3,450,000 shares of its common stock, generating net
proceeds of $98.1 million. A total of $70.5 million was
used to complete the acquisition of the marine-related
nonhazardous oilfield waste NOW collection operations of
Campbell Wells, Ltd. The remaining proceeds were used to
repay $19.0 million of borrowings under the Company's credit
facility and provide working capital of $8.6 million. The
Company has no plans to sell additional equity securities at
this time.
Potential sources of additional funds, if required by
the Company, would include additional borrowings. The
Company presently has no commitments for credit facilities
beyond its existing bank lines of credit by which it could
obtain additional funds for current operations; however, it
regularly evaluates potential borrowing arrangements which
may be utilized to fund future expansion plans.
Inflation has not materially impacted the Company's
revenues or income.
13
<PAGE>
PART II
ITEM 4 Submission of Matters to a Vote of Security Holders
(a) Newpark Resources, Inc. held an Annual Meeting of
Stockholders on June 12, 1996.
(b) The following eight Directors were elected at that
meeting to serve until the next Annual Stockholders'
Meeting, with the following votes cast:
For
___
Dibo Attar 8,875,127
William Thomas Ballantine 8,875,127
James D. Cole 8,875,127
W. W. Goodson 8,875,127
David P. Hunt 8,875,127
Alan Kaufman 8,875,127
Philip S. Sassower 8,875,127
James H. Stone 8,875,127
160,287 votes withheld from voting on the directors.
(c) The shareholders approved Newpark Resources,
Inc.'s 1995 Incentive Stock Option Plan. There were
4,172,143 votes cast in favor of the adoption of the
plan, 3,034,184 votes were cast against the adoption of
the plan, and 29,049 votes abstained from voting.
(d) The shareholders approved the amendment of the
1993 Non-Employee Directors' Stock Option Plan . There
were 6,417,873 votes cast in favor of the amendment to
the 1993 Non-Employee Directors' Stock Option Plan,
777,815 votes were cast against the proposal, and
29,688 votes abstained from voting on the proposal.
14
<PAGE>
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
During the quarter ended June 30, 1996 the
registrant filed a current report on Form 8-K
dated June 14, 1996, to report on Items 5 and 7.
15
<PAGE>
NEWPARK RESOURCES, INC.
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, thereunto duly
authorized.
Date: August 13, 1996
NEWPARK RESOURCES, INC.
By: /s/Matthew W. Hardey
_________________________________
Matthew W. Hardey, Vice President
and Chief Financial Officer
16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
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