Item 7.01. Regulation FD Disclosure.
Newpark Resources, Inc. (the "Company") has prepared presentation materials (the
"Presentation Materials") that management intends to use from time to time, on
December 6, 2019, and thereafter, in presentations about the Company's
operations and performance. The Company may use the Presentation Materials,
possibly with modifications, in presentations to current and potential
investors, lenders, creditors, insurers, vendors, customers, employees, and
others with an interest in the Company and its business.
The information contained in the Presentation Materials is summary information
that should be considered in the context of the Company's filings with the
Securities and Exchange Commission and other public announcements that the
Company may make by press release or otherwise from time to time. The
Presentation Materials speak as of the date of this Current Report on Form 8-K.
While the Company may elect to update the Presentation Materials in the future
or reflect events and circumstances occurring or existing after the date of this
Current Report on Form 8-K, the Company specifically disclaims any obligation to
do so. The Presentation Materials are furnished as Exhibit 99.1 to this Current
Report on Form 8-K and are incorporated herein by reference. The Presentation
Materials will also be posted in the Investors section of the Company's website,
http://www.newpark.com for up to 90 days.
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 the
Company 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.
Use of Non-GAAP Financial Information
To help understand the Company's financial performance, the Company has
supplemented its financial results that it provides in accordance with generally
accepted accounting principles ("GAAP") with non-GAAP financial measures. Such
financial measures include earnings before interest, taxes, depreciation and
amortization ("EBITDA"), EBITDA Margin, Free Cash Flow, Net Debt, and the Ratio
of Net Debt to Capital.
We believe these non-GAAP financial measures are frequently used by investors,
securities analysts and other parties in the evaluation of our performance and
liquidity with that of other companies in our industry. Management uses these
measures to evaluate our operating performance, liquidity and capital structure.
In addition, our incentive compensation plan measures performance based on our
consolidated EBITDA, along with other factors. The methods we use to produce
these non-GAAP financial measures may differ from methods used by other
companies. These measures should be considered in addition to, not as a
substitute for, financial measures prepared in accordance with GAAP. Applicable
reconciliations to the nearest GAAP financial measure of each non-GAAP financial
measure are included in the attached Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.     Description
99.1              Q3 Presentation Materials
104             Cover Page Interactive Data File (formatted as Inline XBRL and
                contained in Exhibit 101)

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