e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2010
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-16337
OIL STATES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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76-0476605 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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Three Allen Center, 333 Clay Street, Suite 4620, |
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Houston, Texas
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77002 |
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(Address of principal executive offices)
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(Zip Code) |
(713) 652-0582
(Registrants telephone number, including area code)
None
(Former name, former address and former fiscal year,
if changed since last report)
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 þ NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files)
YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of accelerated filer,
large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer þ
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Accelerated Filer o
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Non-Accelerated Filer o
(Do not check if a smaller reporting company)
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Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
YES o NO þ
The Registrant had 50,263,388 shares of common stock outstanding and 3,268,106 shares of treasury
stock as of August 2, 2010.
OIL STATES INTERNATIONAL, INC.
INDEX
2
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
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THREE MONTHS ENDED |
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SIX MONTHS ENDED |
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JUNE 30, |
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JUNE 30, |
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2010 |
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2009 |
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2010 |
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2009 |
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Revenues |
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$ |
594,532 |
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$ |
456,334 |
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$ |
1,126,877 |
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$ |
1,123,433 |
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Costs and expenses: |
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Cost of sales and services |
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469,482 |
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361,692 |
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875,992 |
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881,902 |
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Selling, general and administrative expenses |
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37,183 |
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33,768 |
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72,336 |
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68,413 |
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Depreciation and amortization expense |
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30,600 |
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28,647 |
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61,678 |
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56,670 |
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Impairment of goodwill |
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94,528 |
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94,528 |
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Other operating expense/(income) |
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(486 |
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935 |
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(687 |
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258 |
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536,779 |
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519,570 |
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1,009,319 |
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1,101,771 |
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Operating income/(loss) |
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57,753 |
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(63,236 |
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117,558 |
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21,662 |
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Interest expense |
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(3,500 |
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(3,856 |
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(6,971 |
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(8,101 |
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Interest income |
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103 |
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4 |
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181 |
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323 |
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Equity in earnings of unconsolidated affiliates |
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34 |
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475 |
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64 |
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934 |
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Other income/(expense) |
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(192 |
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(59 |
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570 |
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103 |
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Income/(loss) before income taxes |
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54,198 |
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(66,672 |
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111,402 |
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14,921 |
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Income tax (expense)/benefit |
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(16,590 |
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3,303 |
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(33,379 |
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(22,044 |
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Net income/(loss) |
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37,608 |
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(63,369 |
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78,023 |
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(7,123 |
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Less: Net income attributable to noncontrolling interest |
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131 |
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117 |
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303 |
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235 |
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Net income/(loss) attributable to Oil States International, Inc. |
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$ |
37,477 |
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$ |
(63,486 |
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$ |
77,720 |
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$ |
(7,358 |
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Net income/(loss) per share attributable to Oil States
International, Inc. common stockholders |
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Basic |
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$ |
0.75 |
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$ |
(1.28 |
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$ |
1.55 |
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$ |
(0.15 |
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Diluted |
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$ |
0.71 |
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$ |
(1.28 |
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$ |
1.49 |
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$ |
(0.15 |
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Weighted average number of common shares outstanding: |
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Basic |
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50,146 |
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49,581 |
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50,021 |
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49,549 |
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Diluted |
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52,455 |
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49,581 |
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52,188 |
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49,549 |
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The accompanying notes are an integral part of
these financial statements.
3
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
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JUNE 30, |
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DECEMBER 31, |
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2010 |
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2009 |
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(UNAUDITED) |
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ASSETS |
Current assets: |
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Cash and cash equivalents |
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$ |
102,948 |
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$ |
89,742 |
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Accounts receivable, net |
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383,309 |
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385,816 |
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Inventories, net |
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471,719 |
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423,077 |
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Prepaid expenses and other current assets |
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24,470 |
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26,933 |
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Total current assets |
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982,446 |
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925,568 |
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Property, plant, and equipment, net |
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758,644 |
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749,601 |
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Goodwill, net |
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217,737 |
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218,740 |
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Investments in unconsolidated affiliates |
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5,226 |
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5,164 |
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Other noncurrent assets |
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30,960 |
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33,313 |
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Total assets |
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$ |
1,995,013 |
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$ |
1,932,386 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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$ |
233,974 |
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$ |
208,541 |
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Income taxes |
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3,771 |
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14,419 |
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Current portion of long-term debt |
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159,874 |
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464 |
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Deferred revenue |
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58,763 |
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87,412 |
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Other current liabilities |
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3,115 |
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4,387 |
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Total current liabilities |
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459,497 |
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315,223 |
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Long-term debt and capitalized leases |
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8,012 |
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164,074 |
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Deferred income taxes |
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54,816 |
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55,332 |
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Other noncurrent liabilities |
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14,863 |
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15,691 |
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Total liabilities |
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537,188 |
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550,320 |
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Stockholders equity: |
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Oil States International, Inc. stockholders equity: |
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Common stock |
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535 |
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531 |
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Additional paid-in capital |
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483,546 |
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468,428 |
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Retained earnings |
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1,037,835 |
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960,115 |
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Accumulated other comprehensive income |
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28,912 |
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44,115 |
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Treasury stock |
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(93,702 |
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(92,341 |
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Total Oil States International, Inc.
stockholders equity |
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1,457,126 |
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1,380,848 |
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Noncontrolling interest |
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699 |
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1,218 |
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Total stockholders equity |
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1,457,825 |
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1,382,066 |
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Total liabilities and stockholders equity |
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$ |
1,995,013 |
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$ |
1,932,386 |
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The accompanying notes are an integral part of
these financial statements.
4
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
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SIX MONTHS |
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ENDED JUNE 30, |
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2010 |
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2009 |
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Cash flows from operating activities: |
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Net income/(loss) |
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$ |
78,023 |
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$ |
(7,123 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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61,678 |
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56,670 |
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Deferred income tax benefit |
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(4,909 |
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(13,285 |
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Excess tax benefits from share-based payment arrangements |
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(985 |
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Loss on impairment of goodwill |
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94,528 |
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Equity in earnings of unconsolidated subsidiaries, net of dividends |
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(64 |
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(934 |
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Non-cash compensation charge |
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6,848 |
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5,818 |
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Accretion of debt discount |
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3,560 |
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3,314 |
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Gain on disposal of assets |
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(1,063 |
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(260 |
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Other, net |
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(95 |
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1,841 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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561 |
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265,340 |
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Inventories |
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(51,066 |
) |
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116,482 |
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Other current assets |
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411 |
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3,954 |
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Accounts payable and accrued liabilities |
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26,840 |
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(215,781 |
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Current income taxes payable |
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(5,344 |
) |
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(45,214 |
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Other current liabilities |
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(28,540 |
) |
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5,846 |
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Net cash flows provided by operating activities |
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85,855 |
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271,196 |
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Cash flows from investing activities: |
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Acquisitions of businesses, net of cash acquired |
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18 |
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Capital expenditures |
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(76,077 |
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(52,784 |
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Proceeds from note receivable |
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21,166 |
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Other, net |
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1,853 |
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(2,043 |
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Net cash flows used in investing activities |
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(74,224 |
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(33,643 |
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Cash flows from financing activities: |
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Revolving credit repayments, net |
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(216,572 |
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Debt repayments |
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(255 |
) |
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(225 |
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Issuance of common stock |
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7,288 |
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|
501 |
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Excess tax benefits from share-based payment arrangements |
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985 |
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Other, net |
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(1,363 |
) |
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(482 |
) |
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Net cash flows provided by (used in) financing activities |
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6,655 |
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(216,778 |
) |
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Effect of exchange rate changes on cash |
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(5,005 |
) |
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5,241 |
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Net increase in cash and cash equivalents from continuing operations |
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13,281 |
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26,016 |
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Net cash used in discontinued operations operating activities |
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(75 |
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(116 |
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Cash and cash equivalents, beginning of period |
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89,742 |
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|
30,199 |
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Cash and cash equivalents, end of period |
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$ |
102,948 |
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$ |
56,099 |
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Non-cash financing activities: |
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Reclassification of 2 3/8% contingent convertible senior notes to current liabilities |
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$ |
159,419 |
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$ |
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|
The accompanying notes are an integral part of these
financial statements.
5
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Oil States International, Inc.
and its wholly-owned subsidiaries (referred to in this report as we or the Company) have been
prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining
to interim financial information. Certain information in footnote disclosures normally included in
financial statements prepared in accordance with U.S. generally accepted accounting principles
(GAAP) have been condensed or omitted pursuant to these rules and regulations. The unaudited
financial statements included in this report reflect all the adjustments, consisting of normal
recurring adjustments, which the Company considers necessary for a fair presentation of the results
of operations for the interim periods covered and for the financial condition of the Company at the
date of the interim balance sheet. Results for the interim periods are not necessarily indicative
of results for the full year.
The preparation of consolidated financial statements in conformity with GAAP requires the use
of estimates and assumptions by management in determining the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting period.
If the underlying estimates and assumptions, upon which the financial statements are based, change
in future periods, actual amounts may differ from those included in the accompanying condensed
consolidated financial statements.
The financial statements included in this report should be read in conjunction with the
Companys audited financial statements and accompanying notes included in its Annual Report on Form
10-K for the year ended December 31, 2009.
2. RECENT ACCOUNTING PRONOUNCEMENTS
From time to time, new accounting pronouncements are issued by the Financial Accounting
Standards Board (the FASB) which are adopted by the Company as of the specified effective date.
Unless otherwise discussed, management believes that the impact of recently issued standards, which
are not yet effective, will not have a material impact on the Companys consolidated financial
statements upon adoption.
In October 2009, the FASB issued an accounting standards update that modified the accounting
and disclosures for revenue recognition in a multiple-element arrangement. These amendments,
effective for fiscal years beginning on or after June 15, 2010 (early adoption is permitted),
modify the criteria for recognizing revenue in multiple- element arrangements and the scope of what
constitutes a non-software deliverable. The Company has adopted this change, and it did not have a
material impact on the Companys financial condition, results of operations, cash flows or
disclosures contained in our notes to the condensed consolidated financial statements.
In December 2009, the FASB issued an accounting standards update which amends previously
issued accounting guidance for the consolidation of variable interest entities (VIEs). These
amendments require a qualitative approach to identifying a controlling financial interest in a VIE,
and require ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes
the holder the primary beneficiary of the VIE. These amendments are effective for annual reporting
periods beginning after November 15, 2009. The adoption of these amendments did not have a material
impact on our financial condition, results of operations, cash flows or disclosures contained in
our notes to the condensed consolidated financial statements.
In January 2010, the FASB issued an accounting standards update which requires reporting
entities to make new disclosures about recurring or nonrecurring fair value measurements including
significant transfers into and out of Level 1 and Level 2 fair value measurements and information
on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3
fair value measurements. These amendments are effective for annual reporting periods beginning
after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for
annual periods beginning after December 15, 2010. The adoption of the amendments pertaining to
6
Level 1 and Level 2 fair value measurements did not have a material impact on our financial
condition, results of operations, cash flows or disclosures contained in our notes to the condensed
consolidated financial statements. We do not expect the adoption of the amendments regarding Level
3 fair value measurements to have a material impact on our financial condition, results of
operations or cash flows.
3. DETAILS OF SELECTED BALANCE SHEET ACCOUNTS
Additional information regarding selected balance sheet accounts is presented below (in
thousands):
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JUNE 30, |
|
|
DECEMBER 31, |
|
|
|
2010 |
|
|
2009 |
|
Accounts receivable, net: |
|
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|
|
|
|
|
|
Trade |
|
$ |
307,987 |
|
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$ |
287,148 |
|
Unbilled revenue |
|
|
77,782 |
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|
102,527 |
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Other |
|
|
1,429 |
|
|
|
1,087 |
|
|
|
|
|
|
|
|
Total accounts receivable |
|
|
387,198 |
|
|
|
390,762 |
|
Allowance for doubtful accounts |
|
|
(3,889 |
) |
|
|
(4,946 |
) |
|
|
|
|
|
|
|
|
|
$ |
383,309 |
|
|
$ |
385,816 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JUNE 30, |
|
|
DECEMBER 31, |
|
|
|
2010 |
|
|
2009 |
|
Inventories, net: |
|
|
|
|
|
|
|
|
Tubular goods |
|
$ |
310,431 |
|
|
$ |
265,717 |
|
Other finished goods and purchased products |
|
|
66,564 |
|
|
|
66,489 |
|
Work in process |
|
|
44,206 |
|
|
|
43,729 |
|
Raw materials |
|
|
59,383 |
|
|
|
55,421 |
|
|
|
|
|
|
|
|
Total inventories |
|
|
480,584 |
|
|
|
431,356 |
|
Inventory reserves |
|
|
(8,865 |
) |
|
|
(8,279 |
) |
|
|
|
|
|
|
|
|
|
$ |
471,719 |
|
|
$ |
423,077 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESTIMATED |
|
|
JUNE 30, |
|
|
DECEMBER 31, |
|
|
|
USEFUL LIFE |
|
|
2010 |
|
|
2009 |
|
Property, plant and equipment, net: |
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
|
|
|
|
$ |
19,319 |
|
|
$ |
19,426 |
|
Buildings and leasehold improvements |
|
1-50 years |
|
|
176,192 |
|
|
|
165,526 |
|
Machinery and equipment |
|
2-29 years |
|
|
299,259 |
|
|
|
301,900 |
|
Accommodations assets |
|
3-15 years |
|
|
417,039 |
|
|
|
383,332 |
|
Rental tools |
|
4-10 years |
|
|
156,813 |
|
|
|
151,050 |
|
Office furniture and equipment |
|
1-10 years |
|
|
29,807 |
|
|
|
29,817 |
|
Vehicles |
|
2-10 years |
|
|
72,870 |
|
|
|
72,142 |
|
Construction in progress |
|
|
|
|
|
|
68,744 |
|
|
|
65,652 |
|
|
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment |
|
|
|
|
|
|
1,240,043 |
|
|
|
1,188,845 |
|
Less: Accumulated depreciation |
|
|
|
|
|
|
(481,399 |
) |
|
|
(439,244 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
758,644 |
|
|
$ |
749,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JUNE 30, |
|
|
DECEMBER 31, |
|
|
|
2010 |
|
|
2009 |
|
Accounts payable and accrued liabilities: |
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
173,905 |
|
|
$ |
145,200 |
|
Accrued compensation |
|
|
28,538 |
|
|
|
35,834 |
|
Accrued insurance |
|
|
8,306 |
|
|
|
8,133 |
|
Accrued taxes, other than income taxes |
|
|
7,656 |
|
|
|
4,216 |
|
Reserves related to discontinued operations |
|
|
2,336 |
|
|
|
2,411 |
|
Other |
|
|
13,233 |
|
|
|
12,747 |
|
|
|
|
|
|
|
|
|
|
$ |
233,974 |
|
|
$ |
208,541 |
|
|
|
|
|
|
|
|
4. EARNINGS PER SHARE
The calculation of earnings per share attributable to Oil States International, Inc. is
presented below (in thousands, except per share amounts):
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
SIX MONTHS ENDED |
|
|
JUNE 30, |
|
JUNE 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
Basic earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) attributable to Oil States
International, Inc. |
|
$ |
37,477 |
|
|
$ |
(63,486 |
) |
|
$ |
77,720 |
|
|
$ |
(7,358 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding |
|
|
50,146 |
|
|
|
49,581 |
|
|
|
50,021 |
|
|
|
49,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings/(loss) per share |
|
$ |
0.75 |
|
|
$ |
(1.28 |
) |
|
$ |
1.55 |
|
|
$ |
(0.15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings/(loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) attributable to Oil States
International, Inc. |
|
$ |
37,477 |
|
|
$ |
(63,486 |
) |
|
$ |
77,720 |
|
|
$ |
(7,358 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding |
|
|
50,146 |
|
|
|
49,581 |
|
|
|
50,021 |
|
|
|
49,549 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options on common stock |
|
|
631 |
|
|
|
|
|
|
|
615 |
|
|
|
|
|
2 3/8% Convertible Senior Subordinated Notes |
|
|
1,507 |
|
|
|
|
|
|
|
1,364 |
|
|
|
|
|
Restricted stock awards and other |
|
|
171 |
|
|
|
|
|
|
|
188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares and dilutive securities |
|
|
52,455 |
|
|
|
49,581 |
|
|
|
52,188 |
|
|
|
49,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.71 |
|
|
$ |
(1.28 |
) |
|
$ |
1.49 |
|
|
$ |
(0.15 |
) |
Our calculation of diluted earnings per share for the three and six months ended June 30,
2010 excludes 466,315 shares and 434,891 shares, respectively, issuable pursuant to outstanding
stock options and restricted stock awards, due to their antidilutive effect. Our calculation of
diluted earnings per share for the three and six months ended June 30, 2009 excludes 2,063,763
shares and 2,144,140 shares, respectively, due to their antidilutive effect.
5. BUSINESS ACQUISITIONS AND GOODWILL
In June 2009, we acquired the 51% majority interest in a venture we had previously accounted
for under the equity method. The business acquired supplies accommodations and other services to
mining operations in Canada. Consideration paid for the business was $2.3 million in cash and
estimated contingent consideration of $0.3 million. The operations of this acquired business have
been included in the accommodations segment.
Changes in the carrying amount of goodwill for the six month period ended June 30, 2010 are as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Drilling |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental |
|
|
and |
|
|
Well Site |
|
|
|
|
|
|
Offshore |
|
|
Tubular |
|
|
|
|
|
|
Tools |
|
|
Other |
|
|
Services |
|
|
Accommodations |
|
|
Products |
|
|
Services |
|
|
Total |
|
Balance as of December 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
166,841 |
|
|
$ |
22,767 |
|
|
$ |
189,608 |
|
|
$ |
53,526 |
|
|
$ |
85,074 |
|
|
$ |
62,863 |
|
|
$ |
391,071 |
|
Accumulated Impairment Losses |
|
|
|
|
|
|
(22,767 |
) |
|
|
(22,767 |
) |
|
|
|
|
|
|
|
|
|
|
(62,863 |
) |
|
|
(85,630 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
166,841 |
|
|
|
|
|
|
|
166,841 |
|
|
|
53,526 |
|
|
|
85,074 |
|
|
|
|
|
|
|
305,441 |
|
Goodwill acquired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
337 |
|
|
|
|
|
|
|
|
|
|
|
337 |
|
Foreign currency translation and other changes |
|
|
2,470 |
|
|
|
|
|
|
|
2,470 |
|
|
|
4,495 |
|
|
|
525 |
|
|
|
|
|
|
|
7,490 |
|
Goodwill impairment |
|
|
(94,528 |
) |
|
|
|
|
|
|
(94,528 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(94,528 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,783 |
|
|
|
|
|
|
|
74,783 |
|
|
|
58,358 |
|
|
|
85,599 |
|
|
|
|
|
|
|
218,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
169,311 |
|
|
|
22,767 |
|
|
|
192,078 |
|
|
|
58,358 |
|
|
|
85,599 |
|
|
|
62,863 |
|
|
|
398,898 |
|
Accumulated Impairment Losses |
|
|
(94,528 |
) |
|
|
(22,767 |
) |
|
|
(117,295 |
) |
|
|
|
|
|
|
|
|
|
|
(62,863 |
) |
|
|
(180,158 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,783 |
|
|
|
|
|
|
|
74,783 |
|
|
|
58,358 |
|
|
|
85,599 |
|
|
|
|
|
|
|
218,740 |
|
Foreign currency translation and other changes |
|
|
(184 |
) |
|
|
|
|
|
|
(184 |
) |
|
|
(410 |
) |
|
|
(409 |
) |
|
|
|
|
|
|
(1,003 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,599 |
|
|
|
|
|
|
|
74,599 |
|
|
|
57,948 |
|
|
|
85,190 |
|
|
|
|
|
|
|
217,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
169,127 |
|
|
|
22,767 |
|
|
|
191,894 |
|
|
|
57,948 |
|
|
|
85,190 |
|
|
|
62,863 |
|
|
|
397,895 |
|
Accumulated Impairment Losses |
|
|
(94,528 |
) |
|
|
(22,767 |
) |
|
|
(117,295 |
) |
|
|
|
|
|
|
|
|
|
|
(62,863 |
) |
|
|
(180,158 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
74,599 |
|
|
$ |
|
|
|
$ |
74,599 |
|
|
$ |
57,948 |
|
|
$ |
85,190 |
|
|
$ |
|
|
|
$ |
217,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
6. DEBT
As of June 30, 2010 and December 31, 2009, long-term debt consisted of the following (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(Unaudited) |
|
|
|
|
|
U.S. revolving credit facility which matures on December 5, 2011, with
available commitments up to $325 million and with an average interest rate
of 3.3% for the six month period ended June 30, 2010 |
|
$ |
|
|
|
$ |
|
|
Canadian revolving credit facility which matures on December 5, 2011,
with available commitments up to $175 million and with an average
interest rate of 2.3% for the six month period ended June 30, 2010 |
|
|
|
|
|
|
|
|
2 3/8% contingent convertible senior subordinated notes, net due 2025 |
|
|
159,419 |
|
|
|
155,859 |
|
Capital lease obligations and other debt |
|
|
8,467 |
|
|
|
8,679 |
|
|
|
|
|
|
|
|
Total debt |
|
|
167,886 |
|
|
|
164,538 |
|
Less: current maturities |
|
|
159,874 |
|
|
|
464 |
|
|
|
|
|
|
|
|
Total long-term debt and capitalized leases |
|
$ |
8,012 |
|
|
$ |
164,074 |
|
|
|
|
|
|
|
|
As of June 30, 2010, we have classified the $175.0 million principal amount of our 2 3/8%
Contingent Convertible Senior Subordinated Notes (2 3/8% Notes), net of unamortized discount, as a
current liability because certain contingent conversion thresholds based on the Companys stock
price were met at that date and, as a result, note holders could present their notes for conversion
during the quarter following the June 30, 2010 measurement date. If a note holder chooses to
present their notes for conversion during a future quarter prior to the first put/call date in July
2012, they would receive cash up to $1,000 for each 2 3/8% Note plus Company common stock for any
excess valuation over $1,000 using the conversion rate of the 2 3/8% Notes of 31.496 multiplied by
the Companys average common stock price over a ten trading day period following presentation of
the 2 3/8% Notes for conversion. The future convertibility and resultant balance sheet
classification of this liability will be monitored at each quarterly reporting date and will be
analyzed dependent upon market prices of the Companys common stock during the prescribed
measurement periods.
The following table presents the carrying amount of our 2 3/8% Notes in our condensed
consolidated balance sheets (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
|
December 31, 2009 |
|
Carrying amount of the equity component in additional paid-in capital |
|
$ |
28,449 |
|
|
$ |
28,449 |
|
|
|
|
|
|
|
|
|
|
Principal amount of the liability component |
|
$ |
175,000 |
|
|
$ |
175,000 |
|
Less: unamortized discount |
|
|
15,581 |
|
|
|
19,141 |
|
|
|
|
|
|
|
|
Net carrying amount of the liability component |
|
$ |
159,419 |
|
|
$ |
155,859 |
|
|
|
|
|
|
|
|
The effective interest rate is 7.17% for our 2 3/8% Notes. Interest expense on the
notes, excluding amortization of debt issue costs, was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
Six months ended June 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
Interest expense |
|
$ |
2,835 |
|
|
$ |
2,711 |
|
|
$ |
5,638 |
|
|
$ |
5,392 |
|
|
|
|
|
|
|
|
June 30, 2010 |
Remaining period over which discount will be amortized |
|
2.0 years |
Conversion price |
|
$ |
31.75 |
|
Number of shares to be delivered upon conversion (1) |
|
|
1,090,375 |
|
Conversion value in excess of principal amount (in thousands) (1) |
|
$ |
43,157 |
|
Derivative transactions entered into in connection with the convertible notes |
|
None |
|
|
|
(1) |
|
Calculation is based on the Companys June 30, 2010 closing stock price of $39.58. |
The Companys financial instruments consist of cash and cash equivalents, investments,
receivables, payables, and debt instruments. The Company believes that the carrying values of these
instruments, other than our fixed rate contingent convertible senior subordinated notes and our
debt under our revolving credit facility, on the accompanying consolidated balance sheets
approximate their fair values.
9
The fair value of our 2 3/8% Notes is estimated based on a quoted price in an active market (a
Level 1 fair value measurement). The carrying and fair values of these notes are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
|
December 31, 2009 |
|
|
|
Interest |
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
|
|
Rate |
|
|
Value |
|
|
Value |
|
|
Value |
|
|
Value |
|
Principal amount due 2025 |
|
|
2 3/8 |
% |
|
$ |
175,000 |
|
|
$ |
235,291 |
|
|
$ |
175,000 |
|
|
$ |
243,653 |
|
Less: unamortized discount |
|
|
|
|
|
|
15,581 |
|
|
|
|
|
|
|
19,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net value |
|
|
|
|
|
$ |
159,419 |
|
|
$ |
235,291 |
|
|
$ |
155,859 |
|
|
$ |
243,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2010, the Company had no outstanding borrowings under its revolving credit
facility, but had $22.7 million of outstanding letters of credit. We are unable to estimate the
fair value of the Companys bank debt due to the potential variability of expected outstanding
balances under the facility.
As of June 30, 2010, the Company had approximately $102.9 million of cash and cash equivalents
and $477.3 million of the Companys $500 million U.S. and Canadian revolving credit facility
available for future financing needs.
7. COMPREHENSIVE INCOME AND CHANGES IN COMMON STOCK OUTSTANDING:
Comprehensive income/(loss) for the three and six months ended June 30, 2010 and 2009 was as
follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS |
|
|
SIX MONTHS |
|
|
|
ENDED JUNE 30, |
|
|
ENDED JUNE 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Net income/(loss) |
|
$ |
37,608 |
|
|
$ |
(63,369 |
) |
|
$ |
78,023 |
|
|
$ |
(7,123 |
) |
Other comprehensive income/(loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
|
(23,788 |
) |
|
|
43,676 |
|
|
|
(15,203 |
) |
|
|
31,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income/(loss) |
|
|
(23,788 |
) |
|
|
43,676 |
|
|
|
(15,203 |
) |
|
|
31,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income/(loss) |
|
|
13,820 |
|
|
|
(19,693 |
) |
|
|
62,820 |
|
|
|
24,732 |
|
Comprehensive income attributable to noncontrolling interest |
|
|
(131 |
) |
|
|
(117 |
) |
|
|
(303 |
) |
|
|
(235 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income/(loss) attributable to Oil States
International, Inc. |
|
$ |
13,689 |
|
|
$ |
(19,810 |
) |
|
$ |
62,517 |
|
|
$ |
24,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of common stock outstanding January 1, 2010 |
|
|
49,814,964 |
|
|
|
|
|
|
Shares issued upon exercise of stock options and vesting of stock awards |
|
|
445,429 |
|
Shares withheld for taxes on vesting of restricted stock awards and transferred to treasury |
|
|
(35,988 |
) |
|
|
|
|
Shares of common stock outstanding June 30, 2010 |
|
|
50,224,405 |
|
|
|
|
|
8. STOCK BASED COMPENSATION
During the first six months of 2010, we granted restricted stock awards totaling 220,322
shares valued at a total of $8.5 million. Of the restricted stock awards granted in the first half
of 2010, a total of 201,200 awards vest in four equal annual installments. A total of 417,250
stock options with a six-year term were awarded in the six months ended June 30, 2010 with an
average exercise price of $37.67 that will vest in annual 25% increments over the next four years.
Stock based compensation pre-tax expense recognized in the six month period ended June 30,
2010 totaled $6.8 million, or $0.10 per diluted share after tax. Stock based compensation pre-tax
expense recognized in the six month period ended June 30, 2009 totaled $5.8 million, or $0.08 per
diluted share after tax (excluding the impact on the Companys effective tax rate of the goodwill
impairment recognized during the period). Stock based compensation pre-tax expense recognized in
the three month period ended June 30, 2010 totaled $3.1 million, or $0.04 per diluted share after
tax. Stock based compensation pre-tax expense recognized in the three month period ended June 30,
2009 totaled $2.9 million, or $0.04 per diluted share after tax (excluding the impact on the
Companys effective tax rate of the goodwill impairment recognized during the period.) The total
fair value of restricted stock awards that vested during the six months ended June 30, 2010 and
2009 was $7.4 million and $2.5 million, respectively. At June
10
30, 2010, $23.2 million of compensation cost related to unvested stock options and restricted
stock awards attributable to future performance had not yet been recognized.
9. INCOME TAXES
Income tax expense for interim periods is based on estimates of the effective tax rate for the
entire fiscal year. The Companys income tax provision for the three months ended June 30, 2010
totaled $16.6 million, or 30.6% of pretax income, compared to an income tax benefit of $3.3
million, or 5.0% of pretax losses, for the three months ended June 30, 2009. The Companys income
tax provision for the six months ended June 30, 2010 totaled $33.4 million, or 30.0% of pretax
income, compared to $22.0 million, or 147.7% of pretax income, for the six months ended June 30,
2009. The effective tax rates in the three and six months ended June 30, 2009 were adversely
impacted by reported losses and a significant portion of the goodwill impairment charge recognized
during the periods being non-deductible for tax purposes. Excluding the goodwill impairment
recognized during the periods, the effective tax rates for the three and six months ended June 30,
2009 would have approximated 24.0% and 29.3%, respectively. The increase in the effective tax
rate (excluding the goodwill impairment) from the prior year was largely the result of an increased
proportion of domestic earnings in 2010 compared to 2009, which is taxed at higher statutory rates.
10. SEGMENT AND RELATED INFORMATION
In accordance with current accounting standards regarding disclosures about segments of an
enterprise and related information, the Company has identified the following reportable segments:
well site services, accommodations, offshore products and tubular services. The Companys
reportable segments represent strategic business units that offer different products and services.
They are managed separately because each business requires different technology and marketing
strategies. Most of the businesses were initially acquired as a unit, and the management at the
time of the acquisition was retained. Subsequent acquisitions have been direct extensions to our
business segments. Historically, the Companys accommodations business has been aggregated, along
with our rental tool and land drilling services business lines, into our well site services
segment. However, in the time since our original identification and aggregation of our reportable
segments, our accommodations business has grown at a significant rate primarily due to our
increased activity supporting oil sands developments and decreased activity in support of
conventional well drilling in northern Alberta, Canada. Unlike our land drilling and rental tools
activities, which are significantly influenced by the current prices of oil and natural gas, demand
for oil sands accommodations is influenced to a greater extent by the longer-term outlook for
energy prices, particularly crude oil prices, given the multi-year time frame to complete oil sands
projects and the significant costs associated with development of such large scale projects. Based
on these factors, we began presenting accommodations as a separate reportable segment effective
with our first quarter 2010 quarterly report. Our well site services segment now consists of our
rental tool and land drilling services business lines. Prior period segment-related information
has been restated in accordance with this change. Results of a portion of our accommodations
segment are somewhat seasonal with increased activity occurring in the winter drilling season.
Financial information by business segment for each of the three and six months ended June 30,
2010 and 2009 is summarized in the following table (in thousands):
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in |
|
|
|
|
|
|
|
|
|
Revenues from |
|
|
Depreciation |
|
|
|
|
|
|
earnings of |
|
|
|
|
|
|
|
|
|
unaffiliated |
|
|
and |
|
|
Operating |
|
|
unconsolidated |
|
|
Capital |
|
|
|
|
|
|
customers |
|
|
amortization |
|
|
income (loss) |
|
|
affiliates |
|
|
expenditures |
|
|
Total assets |
|
Three months ended June 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Well Site Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental tools |
|
$ |
79,119 |
|
|
$ |
10,405 |
|
|
$ |
10,395 |
|
|
$ |
|
|
|
$ |
10,446 |
|
|
$ |
351,981 |
|
Drilling and other |
|
|
34,137 |
|
|
|
6,198 |
|
|
|
(1,070 |
) |
|
|
|
|
|
|
3,546 |
|
|
|
114,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Well Site Services |
|
|
113,256 |
|
|
|
16,603 |
|
|
|
9,325 |
|
|
|
|
|
|
|
13,992 |
|
|
|
466,052 |
|
Accommodations |
|
|
121,956 |
|
|
|
10,707 |
|
|
|
31,300 |
|
|
|
|
|
|
|
20,029 |
|
|
|
615,982 |
|
Offshore Products |
|
|
106,005 |
|
|
|
2,770 |
|
|
|
16,087 |
|
|
|
|
|
|
|
1,942 |
|
|
|
484,852 |
|
Tubular Services |
|
|
253,315 |
|
|
|
341 |
|
|
|
9,297 |
|
|
|
34 |
|
|
|
2,752 |
|
|
|
405,654 |
|
Corporate and Eliminations |
|
|
|
|
|
|
179 |
|
|
|
(8,256 |
) |
|
|
|
|
|
|
188 |
|
|
|
22,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
594,532 |
|
|
$ |
30,600 |
|
|
$ |
57,753 |
|
|
$ |
34 |
|
|
$ |
38,903 |
|
|
$ |
1,995,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in |
|
|
|
|
|
|
|
|
|
Revenues from |
|
|
Depreciation |
|
|
|
|
|
|
earnings of |
|
|
|
|
|
|
|
|
|
unaffiliated |
|
|
and |
|
|
Operating |
|
|
unconsolidated |
|
|
Capital |
|
|
|
|
|
|
customers |
|
|
amortization |
|
|
income (loss) |
|
|
affiliates |
|
|
expenditures |
|
|
Total assets |
|
Three months ended June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Well Site Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental tools |
|
$ |
53,629 |
|
|
$ |
9,859 |
|
|
$ |
(98,612 |
) |
|
$ |
|
|
|
$ |
4,975 |
|
|
$ |
342,699 |
|
Drilling and other |
|
|
10,861 |
|
|
|
6,483 |
|
|
|
(6,313 |
) |
|
|
|
|
|
|
2,028 |
|
|
|
120,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Well Site Services |
|
|
64,490 |
|
|
|
16,342 |
|
|
|
(104,925 |
) |
|
|
|
|
|
|
7,003 |
|
|
|
462,790 |
|
Accommodations |
|
|
88,400 |
|
|
|
9,050 |
|
|
|
25,770 |
|
|
|
68 |
|
|
|
9,370 |
|
|
|
496,513 |
|
Offshore Products |
|
|
122,511 |
|
|
|
2,742 |
|
|
|
17,548 |
|
|
|
|
|
|
|
2,830 |
|
|
|
504,698 |
|
Tubular Services |
|
|
180,933 |
|
|
|
377 |
|
|
|
5,967 |
|
|
|
407 |
|
|
|
101 |
|
|
|
378,664 |
|
Corporate and Eliminations |
|
|
|
|
|
|
136 |
|
|
|
(7,596 |
) |
|
|
|
|
|
|
810 |
|
|
|
15,155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
456,334 |
|
|
$ |
28,647 |
|
|
$ |
(63,236 |
) |
|
$ |
475 |
|
|
$ |
20,114 |
|
|
$ |
1,857,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in |
|
|
|
|
|
|
|
|
|
Revenues from |
|
|
Depreciation |
|
|
|
|
|
|
earnings of |
|
|
|
|
|
|
|
|
|
unaffiliated |
|
|
and |
|
|
Operating |
|
|
unconsolidated |
|
|
Capital |
|
|
|
|
|
|
customers |
|
|
amortization |
|
|
income (loss) |
|
|
affiliates |
|
|
expenditures |
|
|
Total assets |
|
Six months ended June 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Well Site Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental tools |
|
$ |
146,622 |
|
|
$ |
20,915 |
|
|
$ |
14,772 |
|
|
$ |
|
|
|
$ |
17,026 |
|
|
$ |
351,981 |
|
Drilling and other |
|
|
64,538 |
|
|
|
12,862 |
|
|
|
(3,052 |
) |
|
|
|
|
|
|
4,537 |
|
|
|
114,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Well Site Services |
|
|
211,160 |
|
|
|
33,777 |
|
|
|
11,720 |
|
|
|
|
|
|
|
21,563 |
|
|
|
466,052 |
|
Accommodations |
|
|
267,489 |
|
|
|
21,283 |
|
|
|
78,668 |
|
|
|
|
|
|
|
45,441 |
|
|
|
615,982 |
|
Offshore Products |
|
|
208,998 |
|
|
|
5,575 |
|
|
|
28,708 |
|
|
|
|
|
|
|
5,980 |
|
|
|
484,852 |
|
Tubular Services |
|
|
439,230 |
|
|
|
685 |
|
|
|
15,512 |
|
|
|
64 |
|
|
|
2,843 |
|
|
|
405,654 |
|
Corporate and Eliminations |
|
|
|
|
|
|
358 |
|
|
|
(17,050 |
) |
|
|
|
|
|
|
250 |
|
|
|
22,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,126,877 |
|
|
$ |
61,678 |
|
|
$ |
117,558 |
|
|
$ |
64 |
|
|
$ |
76,077 |
|
|
$ |
1,995,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in |
|
|
|
|
|
|
|
|
|
Revenues from |
|
|
Depreciation |
|
|
|
|
|
|
earnings of |
|
|
|
|
|
|
|
|
|
unaffiliated |
|
|
and |
|
|
Operating |
|
|
unconsolidated |
|
|
Capital |
|
|
|
|
|
|
customers |
|
|
amortization |
|
|
income (loss) |
|
|
affiliates |
|
|
expenditures |
|
|
Total assets |
|
Six months ended June 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Well Site Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental tools |
|
$ |
125,354 |
|
|
$ |
19,816 |
|
|
$ |
(94,967 |
) |
|
$ |
|
|
|
$ |
16,770 |
|
|
$ |
342,699 |
|
Drilling and other |
|
|
28,145 |
|
|
|
12,916 |
|
|
|
(9,808 |
) |
|
|
|
|
|
|
7,240 |
|
|
|
120,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Well Site Services |
|
|
153,499 |
|
|
|
32,732 |
|
|
|
(104,775 |
) |
|
|
|
|
|
|
24,010 |
|
|
|
462,790 |
|
Accommodations |
|
|
230,232 |
|
|
|
17,491 |
|
|
|
74,014 |
|
|
|
203 |
|
|
|
21,604 |
|
|
|
496,513 |
|
Offshore Products |
|
|
250,510 |
|
|
|
5,436 |
|
|
|
38,734 |
|
|
|
|
|
|
|
5,898 |
|
|
|
504,698 |
|
Tubular Services |
|
|
489,192 |
|
|
|
753 |
|
|
|
28,878 |
|
|
|
731 |
|
|
|
196 |
|
|
|
378,664 |
|
Corporate and Eliminations |
|
|
|
|
|
|
258 |
|
|
|
(15,189 |
) |
|
|
|
|
|
|
1,076 |
|
|
|
15,155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,123,433 |
|
|
$ |
56,670 |
|
|
$ |
21,662 |
|
|
$ |
934 |
|
|
$ |
52,784 |
|
|
$ |
1,857,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
11. COMMITMENTS AND CONTINGENCIES
The Company is a party to various pending or threatened claims, lawsuits and administrative
proceedings seeking damages or other remedies concerning its commercial operations, products,
employees and other matters, including warranty and product liability claims and occasional claims
by individuals alleging exposure to hazardous materials as a result of its products or operations.
Some of these claims relate to matters occurring prior to its acquisition of businesses, and some
relate to businesses it has sold. In certain cases, the Company is entitled to indemnification from
the sellers of businesses, and in other cases, it has indemnified the buyers of businesses from it.
Although the Company can give no assurance about the outcome of pending legal and administrative
proceedings and the effect such outcomes may have on it, management believes that any ultimate
liability resulting from the outcome of such proceedings, to the extent not otherwise provided for
or covered by insurance, will not have a material adverse effect on its consolidated financial
position, results of operations or liquidity.
13
This quarterly report on Form 10-Q contains certain forward-looking statements within the
meaning of Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 provides safe harbor
provisions for forward-looking information. Some of the information in the quarterly report may
contain forward-looking statements. The forward-looking statements can be identified by the
use of forward-looking terminology including may, expect, anticipate, estimate, continue,
believe, or other similar words. Actual results could differ materially from those projected in
the forward-looking statements as a result of a number of important factors. For a discussion of
important factors that could affect our results, please refer to Item Part I, Item 1.A. Risk
Factors and the financial statement line item discussions set forth in Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations included in our Annual
Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange
Commission on February 22, 2010. Should one or more of these risks or uncertainties materialize,
or should the assumptions prove incorrect, actual results may differ materially from those
expected, estimated or projected. Our management believes these forward-looking statements are
reasonable. However, you should not place undue reliance on these forward-looking statements,
which are based only on our current expectations and are not guarantees of future performance. All
subsequent written and oral forward-looking statements attributable to us or to persons acting on
our behalf are expressly qualified in their entirety by the foregoing. Forward-looking statements
speak only as of the date they are made, and we undertake no obligation to publicly update or
revise any of them in light of new information, future events or otherwise.
In addition, in certain places in this quarterly report, we refer to reports published by third
parties that purport to describe trends or developments in the energy industry. The Company does
so for the convenience of our stockholders and in an effort to provide information available in the
market that will assist the Companys investors in a better understanding of the market environment
in which the Company operates. However, the Company specifically disclaims any responsibility for
the accuracy and completeness of such information and undertakes no obligation to update such
information.
ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis together with our condensed consolidated
financial statements and the notes to those statements included elsewhere in this quarterly report
on Form 10-Q.
Overview
We provide a broad range of products and services to the oil and gas industry through our
accommodations, offshore products, tubular services and well site services business segments.
Demand for our products and services is cyclical and substantially dependent upon activity levels
in the oil and gas industry, particularly our customers willingness to spend capital on the
exploration for and development of oil and natural gas reserves. Our customers spending plans are
generally based on their outlook for near-term and long-term commodity prices. As a result, demand
for our products and services is highly sensitive to current and expected oil and natural gas
prices. The activity for our accommodations and offshore products segments is primarily tied to
the long-term outlook for crude oil and, to a lesser extent, natural gas prices. In contrast,
activity for our tubular services and well site services segments responds more rapidly to
shorter-term movements in oil and natural gas prices and, specifically, changes in North American
drilling and completion activity. Other factors that can affect our business and financial results
include the general global economic environment and regulatory changes in the United States and
internationally.
Our Business Segments
Our accommodations business is predominantly located in Canada and derives most of its
business from energy companies who are developing and producing oil sands resources and, to a
lesser extent, other resource based activities. A significant portion of our accommodations
revenues is generated by our oil sands lodges. Where traditional accommodations and infrastructure
are not accessible or cost effective, these semi-permanent lodge facilities provide comprehensive
accommodations services similar to those found in an urban hotel. We typically contract our
facilities to our customers on a daily-fee per day based on the duration of their needs which can
range from several months to several years. In addition, we provide shorter-term remote site
accommodations in smaller configurations utilizing our modular, mobile camp assets.
14
In May 2009, Imperial Oil announced the sanctioning of Phase I of its Kearl oil sands project.
In November 2009, Suncor announced its 2010 capital expenditure plan which included spending on
Phase 3 and 4 of its Firebag project. Both of these announcements have led to either extensions of
existing accommodations contracts or incremental accommodations contracts for us. In addition,
several major oil companies and national oil companies have acquired oil sands leases over the past
twelve months which should bode well for future oil sands investment and, as a result, demand for
oil sands accommodations. In May 2010, we announced the expansion of our accommodations operations
in the oil sands region through planned additional capital expenditures totaling approximately $62
million to expand three of our existing facilities.
Another factor that can influence the financial results for our accommodations segment is the
exchange rate between the U.S. dollar and the Canadian dollar. Our accommodations segment derived
a majority of its revenues and operating income in Canada denominated in Canadian dollars. These
revenues and profits are translated into U.S. dollars for U.S. GAAP financial reporting purposes.
For the first six months of 2010, the Canadian dollar was valued at an average exchange rate of
U.S. $0.97 compared to U.S. $0.83 for the first six months of 2009, an increase of 17%. This
strengthening of the Canadian dollar had a significant positive impact on the translation into U.S.
dollars of earnings generated from our Canadian subsidiaries and, therefore, the financial results
of our accommodations segment.
Our offshore products segment provides highly engineered and technically designed products for
offshore oil and natural gas development and production systems and facilities. Sales of our
offshore products and services depend primarily upon development of infrastructure for offshore
production systems and subsea pipelines, repairs and upgrades of existing offshore drilling rigs
and construction of new offshore drilling rigs and vessels. In this segment, we are particularly
influenced by global deepwater drilling and production activities.
With the global economic recession and reduction in oil prices in late 2008 and into early
2009, many major and national oil companies deferred the sanctioning of incremental deepwater
investments. As a result, throughout 2009 we experienced decreases in our offshore products
segment backlog which declined from $302.8 million as of June 30, 2009 to $206.3 million as of
December 31, 2009. This reduction in backlog has led to decreased revenues and margins for our
offshore products segment in the first half of 2010 compared to the first half of 2009. With the
improvement in oil prices over the last sixteen months and the improved outlook for long-term oil
demand, we have experienced increased bidding and quoting activity for our offshore products, and
our backlog has increased 5% from December 31, 2009 to $215.7 million as of June 30, 2010.
However, the Horizon rig explosion and sinking and resultant oil spill from the Macondo well blowout has led to proposed legislation and rulemaking which may
negatively impact our business as we discuss below under Other Factors that
Influence our Business.
Generally, our customers for both oil sands accommodations and offshore products are making
multi-billion dollar investments to develop oil sands or deepwater prospects, which have estimated
reserve lives of ten to thirty years, and consequently these investments are dependent on those
customers longer-term view of crude oil prices. Crude oil prices have recovered to levels ranging
from $70 to $80 per barrel compared to an average of approximately $62 per barrel experienced
during 2009. However, with the recovery in demand for oil in several key growing markets,
specifically China and India, longer-term forecasts for oil demand and oil prices, have improved.
As a result, our customers have begun to announce additional investments in both the oil sands
region and in deepwater globally.
Our well site services and tubular services segments are significantly influenced by drilling
and completion activity primarily in the United States and, to a lesser extent, Canada. Over the
past several years, this activity has been primarily driven by spending for natural gas exploration
and production, particularly in the shale play regions of the U.S. However, with the rise in oil
prices, the stagnation of natural gas prices and improved drilling and completion techniques,
activity in North America is beginning to shift to a greater proportion of oil and liquids rich gas
drilling. The oil rig count in the United States now totals approximately 600 rigs, the highest
level in almost 20 years.
In our well site services segment, we provide rental tools and land drilling services. Demand
for our drilling services is driven by land drilling activity in West Texas, where we primarily
drill oil wells, and in the Rocky Mountains area in the U.S., where we primarily drill natural gas
wells. Our rental tools business provides equipment and service personnel utilized in the
completion and initial production of new and recompleted wells. Activity for the rental tools
business is dependant primarily upon the level of drilling, completion and workover activity
throughout North America.
Through our tubular services segment, we distribute a broad range of casing and tubing used in
the drilling and completion of oil and natural gas wells primarily in North America. Accordingly,
sales and gross margins in our tubular services segment depend upon the overall level of drilling
activity, the types of wells being drilled, movements in global steel and steel input prices and
the overall industry level of oil country tubular goods (OCTG) inventory and pricing.
Historically, tubular services gross margin generally expands during periods of rising OCTG
prices and contracts during periods of decreasing OCTG prices.
15
Demand for our tubular services, land drilling and rental tool businesses is highly correlated
to changes in the drilling rig count in the United States and, to a much lesser extent, Canada. The
table below sets forth a summary of North American rig activity, as measured by Baker Hughes
Incorporated, for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Drilling Rig Count for |
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
U.S. Land |
|
|
1,469 |
|
|
|
887 |
|
|
|
1,385 |
|
|
|
1,078 |
|
U.S. Offshore |
|
|
39 |
|
|
|
49 |
|
|
|
42 |
|
|
|
53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total U.S. |
|
|
1,508 |
|
|
|
936 |
|
|
|
1,427 |
|
|
|
1,131 |
|
Canada |
|
|
166 |
|
|
|
90 |
|
|
|
318 |
|
|
|
210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total North America |
|
|
1,674 |
|
|
|
1,026 |
|
|
|
1,745 |
|
|
|
1,341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average North American rig count for the three months ended June 30, 2010 increased by 648
rigs, or 63.2%, compared to the three months ended June 30, 2009 largely due to growth in the U.S.
land rig count. As of July 30, 2010, the North American rig count increased compared to the second
quarter 2010 average to 1,949 rigs due to seasonal increases in the Canadian rig count and further
increases in U.S. land drilling activity.
We support the development of several oil and natural gas shale properties through our rental
tool and tubular businesses. There is continuing exploration and development activity focused on
these shale areas leading us and many of our competitors to relocate equipment to and also
concentrate on these areas. Domestic U.S. natural gas prices have decreased from peak levels in
2008 to recent levels of approximately $4.50 to $4.75 per Mcf. Many analysts are expecting
continued weakness in natural gas prices unless the supply and demand for natural gas becomes more
balanced. Neither the rig count nor commodity prices, especially for natural gas, are currently
expected to recover to levels reached during peak activity levels in 2008 in the immediate future.
Steel and steel input prices influence the pricing decisions of our OCTG suppliers,
thereby influencing the pricing and margins of our tubular services segment. Steel prices on a
global basis declined precipitously during the recession in 2009. Industry inventories increased
materially as the rig count declined and imports remained at high levels. Developments in the OCTG
marketplace had a material detrimental impact on OCTG pricing and, accordingly, on revenues and
margins realized during the last half of 2009 in our tubular services segment. These negative
trends moderated to some extent in the first half of 2010 due to production curtailments by U.S.
mills coupled with a reduction in imports, largely due to the imposition of trade sanctions on
Chinese OCTG imports. As inventory excesses were reduced, price increases were announced by the
major U.S. mills during the first half of 2010. The OCTG Situation Report indicates that industry
OCTG inventory levels peaked in the first quarter of 2009 at approximately twenty months supply on
the ground and have trended down to approximately six months supply currently.
During 2010, the U. S. mills have increased production and imports have surged recently,
particularly goods imported from Canada and Korea followed by India, Mexico and Japan. This
increase in supply has been in response to the 63% year-over-year increase in drilling in North
America.
Other Factors that Influence our Business
While global demand for oil and natural gas are significant factors influencing our business
generally, certain other factors such as the recent global economic recession and credit crisis,
the Deepwater Horizon rig explosion and resultant oil spill and drilling moratorium as well as
other changes in the regulatory environment also influence our business.
We have witnessed unprecedented events in the U.S. Gulf of Mexico as a result of the Deepwater
Horizon rig explosion and resultant oil spill from the Macondo well blowout. As a result, the U.S.
Department of the Interior implemented a six-month moratorium /
suspension on certain drilling activities in water depths greater
than 500 feet in the U.S. Gulf of Mexico that has effectively shut down deepwater drilling
activities and these activities are not expected to resume until later
this year at the earliest. The moratorium has also delayed drilling activity on the U.S.
Continental Shelf due to
16
permit
delays and uncertainties. These uncertainties and delays caused by the
moratorium have and will continue to have an overall negative effect on Gulf of Mexico drilling
activity and, to a certain extent, the financial results of our
offshore products, tubular services and well site services segments.
The
Macondo well incident, the subsequent oil spill and moratorium on
drilling is expected to result in increased state, federal and international
regulation of our and our customers operations that could negatively impact our earnings,
prospects and the availability and cost of insurance coverage.
Proposals are
being debated in both the U.S. House of Representatives and the Senate which call for the removal of
the $75 million economic liability cap on oil spill costs for companies owning or operating
offshore rigs. This legislation, if enacted, would make operators responsible for the entirety of
the cleanup costs and damage claims associated with an oil spill.
Additional proposals in Congress would also
amend existing laws by specifying additional requirements for oil spill response plans. Companies
could be required to demonstrate the financial capability to pay for spill removal costs and
damages, describe the environmental effects of spill response, identify specific measures and
technology to be used in response to a blowout and identify the economic and environmental impacts
of a worst case oil spill scenario and the related response. Another proposal increases the $1 billion
liability cap of the Oil Spill Liability Trust Fund to $5 billion and increases the amount that oil
companies must pay into the fund. These proposed new regulations and requirements for
drilling are expected to lengthen the period of time needed by
operators to plan, prepare
and permit wells in the U.S. Gulf of Mexico.
If enacted, these proposals would likely limit the number of companies financially qualified
to operate offshore in the U.S. Gulf of Mexico. In addition, insurance at affordable costs for
environmental damage could be materially reduced or eliminated.
Further, it is possible that other countries may adopt similar new
laws and regulations. Until new legislation and policies
are adopted, management will not be in a position to fully assess the impact that the proposed
policy changes will have on the energy industry generally or on its
operations.
Throughout the first half of 2009, we saw unprecedented declines in the global economic
outlook that were initially fueled by the housing and credit crises. These market conditions led
to reduced growth and in some instances, decreased overall output. Beginning in late 2009 and into
the first half of 2010, market factors have suggested that economic improvement is underway;
however, the pace of improvement has been slow, and we have not seen economic activity, generally,
and exploration and development activities, specifically, return to peak 2008 levels. In addition,
unemployment in the United States remains at relatively high levels.
We continue to monitor the fallout of the financial crisis on the global economy, the demand
for crude oil and natural gas, and the resulting impact on the capital spending budgets of
exploration and production companies in order to plan our business. We currently expect that our
2010 capital expenditures will total approximately $219 million compared to 2009 capital
expenditures of $124 million. Our 2010 capital expenditures include funding to complete projects
in progress at December 31, 2009, including (i) expansion of our Wapasu Creek accommodations
facility in the Canadian oil sands, (ii) international expansion at offshore products, (iii) the
purchase of an accommodations facility in the Horn River Basin area of northeast British Columbia,
(iv) expansion at tubular services through the addition of a facility in Pennsylvania to service
the Marcellus shale area and (v) ongoing maintenance capital requirements. In our well site
services segment, we continue to monitor industry capacity additions and will make future capital
expenditure decisions based on a careful evaluation of both the market outlook and industry
fundamentals. In our tubular services segment, we remain focused on industry inventory levels,
future drilling and completion activity and OCTG prices.
17
Consolidated Results of Operations (in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED |
|
|
SIX MONTHS ENDED |
|
|
|
JUNE 30, |
|
|
JUNE 30, |
|
|
|
|
|
|
|
|
|
|
|
Variance |
|
|
|
|
|
|
|
|
|
|
Variance |
|
|
|
|
|
|
|
|
|
|
|
2010 vs. 2009 |
|
|
|
|
|
|
|
|
|
|
2010 vs. 2009 |
|
|
|
2010 |
|
|
2009 |
|
|
$ |
|
|
% |
|
|
2010 |
|
|
2009 |
|
|
$ |
|
|
% |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Well Site Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Tools |
|
$ |
79.1 |
|
|
$ |
53.6 |
|
|
$ |
25.5 |
|
|
|
48 |
% |
|
$ |
146.6 |
|
|
$ |
125.4 |
|
|
$ |
21.2 |
|
|
|
17 |
% |
Drilling and Other |
|
|
34.2 |
|
|
|
10.9 |
|
|
|
23.3 |
|
|
|
214 |
% |
|
|
64.6 |
|
|
|
28.1 |
|
|
|
36.5 |
|
|
|
130 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Well Site Services |
|
|
113.3 |
|
|
|
64.5 |
|
|
|
48.8 |
|
|
|
76 |
% |
|
|
211.2 |
|
|
|
153.5 |
|
|
|
57.7 |
|
|
|
38 |
% |
Accommodations |
|
|
121.9 |
|
|
|
88.4 |
|
|
|
33.5 |
|
|
|
38 |
% |
|
|
267.5 |
|
|
|
230.2 |
|
|
|
37.3 |
|
|
|
16 |
% |
Offshore Products |
|
|
106.0 |
|
|
|
122.5 |
|
|
|
(16.5 |
) |
|
|
(13 |
%) |
|
|
209.0 |
|
|
|
250.5 |
|
|
|
(41.5 |
) |
|
|
(17 |
%) |
Tubular Services |
|
|
253.3 |
|
|
|
180.9 |
|
|
|
72.4 |
|
|
|
40 |
% |
|
|
439.2 |
|
|
|
489.2 |
|
|
|
(50.0 |
) |
|
|
(10 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
594.5 |
|
|
$ |
456.3 |
|
|
$ |
138.2 |
|
|
|
30 |
% |
|
$ |
1,126.9 |
|
|
$ |
1,123.4 |
|
|
$ |
3.5 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product costs; Service and other costs
(Cost of sales and service) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Well Site Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Tools |
|
$ |
50.0 |
|
|
$ |
40.3 |
|
|
$ |
9.7 |
|
|
|
24 |
% |
|
$ |
95.3 |
|
|
$ |
90.1 |
|
|
$ |
5.2 |
|
|
|
6 |
% |
Drilling and Other |
|
|
28.4 |
|
|
|
10.0 |
|
|
|
18.4 |
|
|
|
184 |
% |
|
|
53.4 |
|
|
|
23.6 |
|
|
|
29.8 |
|
|
|
126 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Well Site Services |
|
|
78.4 |
|
|
|
50.3 |
|
|
|
28.1 |
|
|
|
56 |
% |
|
|
148.7 |
|
|
|
113.7 |
|
|
|
35.0 |
|
|
|
31 |
% |
Accommodations |
|
|
73.2 |
|
|
|
48.8 |
|
|
|
24.4 |
|
|
|
50 |
% |
|
|
155.0 |
|
|
|
128.7 |
|
|
|
26.3 |
|
|
|
20 |
% |
Offshore Products |
|
|
77.7 |
|
|
|
91.2 |
|
|
|
(13.5 |
) |
|
|
(15 |
%) |
|
|
155.9 |
|
|
|
186.6 |
|
|
|
(30.7 |
) |
|
|
(16 |
%) |
Tubular Services |
|
|
240.2 |
|
|
|
171.4 |
|
|
|
68.8 |
|
|
|
40 |
% |
|
|
416.4 |
|
|
|
452.9 |
|
|
|
(36.5 |
) |
|
|
(8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
469.5 |
|
|
$ |
361.7 |
|
|
$ |
107.8 |
|
|
|
30 |
% |
|
$ |
876.0 |
|
|
$ |
881.9 |
|
|
$ |
(5.9 |
) |
|
|
(1 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Well Site Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Tools |
|
$ |
29.1 |
|
|
$ |
13.3 |
|
|
$ |
15.8 |
|
|
|
119 |
% |
|
$ |
51.3 |
|
|
$ |
35.3 |
|
|
$ |
16.0 |
|
|
|
45 |
% |
Drilling and Other |
|
|
5.8 |
|
|
|
0.9 |
|
|
|
4.9 |
|
|
|
544 |
% |
|
|
11.2 |
|
|
|
4.5 |
|
|
|
6.7 |
|
|
|
149 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Well Site Services |
|
|
34.9 |
|
|
|
14.2 |
|
|
|
20.7 |
|
|
|
146 |
% |
|
|
62.5 |
|
|
|
39.8 |
|
|
|
22.7 |
|
|
|
57 |
% |
Accommodations |
|
|
48.7 |
|
|
|
39.6 |
|
|
|
9.1 |
|
|
|
23 |
% |
|
|
112.5 |
|
|
|
101.5 |
|
|
|
11.0 |
|
|
|
11 |
% |
Offshore Products |
|
|
28.3 |
|
|
|
31.3 |
|
|
|
(3.0 |
) |
|
|
(10 |
%) |
|
|
53.1 |
|
|
|
63.9 |
|
|
|
(10.8 |
) |
|
|
(17 |
%) |
Tubular Services |
|
|
13.1 |
|
|
|
9.5 |
|
|
|
3.6 |
|
|
|
38 |
% |
|
|
22.8 |
|
|
|
36.3 |
|
|
|
(13.5 |
) |
|
|
(37 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
125.0 |
|
|
$ |
94.6 |
|
|
$ |
30.4 |
|
|
|
32 |
% |
|
$ |
250.9 |
|
|
$ |
241.5 |
|
|
$ |
9.4 |
|
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin as a percentage of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Well Site Services - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Tools |
|
|
37 |
% |
|
|
25 |
% |
|
|
|
|
|
|
|
|
|
|
35 |
% |
|
|
28 |
% |
|
|
|
|
|
|
|
|
Drilling and Other |
|
|
17 |
% |
|
|
8 |
% |
|
|
|
|
|
|
|
|
|
|
17 |
% |
|
|
16 |
% |
|
|
|
|
|
|
|
|
Total Well Site Services |
|
|
31 |
% |
|
|
22 |
% |
|
|
|
|
|
|
|
|
|
|
30 |
% |
|
|
26 |
% |
|
|
|
|
|
|
|
|
Accommodations |
|
|
40 |
% |
|
|
45 |
% |
|
|
|
|
|
|
|
|
|
|
42 |
% |
|
|
44 |
% |
|
|
|
|
|
|
|
|
Offshore Products |
|
|
27 |
% |
|
|
26 |
% |
|
|
|
|
|
|
|
|
|
|
25 |
% |
|
|
26 |
% |
|
|
|
|
|
|
|
|
Tubular Services |
|
|
5 |
% |
|
|
5 |
% |
|
|
|
|
|
|
|
|
|
|
5 |
% |
|
|
7 |
% |
|
|
|
|
|
|
|
|
Total |
|
|
21 |
% |
|
|
21 |
% |
|
|
|
|
|
|
|
|
|
|
22 |
% |
|
|
22 |
% |
|
|
|
|
|
|
|
|
THREE MONTHS ENDED JUNE 30, 2010 COMPARED TO THREE MONTHS ENDED JUNE 30, 2009
We reported net income attributable to Oil States International, Inc. for the quarter ended
June 30, 2010 of $37.5 million, or $0.71 per diluted share. These results compare to a net loss of
$63.5 million, or $1.28 per diluted share, reported for the quarter ended June 30, 2009. The net
loss for the second quarter of 2009 included an after tax loss of $84.5 million, or approximately
$1.70 per diluted share, on the impairment of a portion of the goodwill in our rental tools
reporting unit.
Revenues. Consolidated revenues increased $138.2 million, or 30%, in the second quarter of
2010 compared to the second quarter of 2009.
Our well site services revenues increased $48.8 million, or 76%, in the second
quarter of 2010 compared to the second quarter of 2009. This increase was primarily due to
increased rental tool revenues and significantly increased rig utilization in our drilling services
operations. Our rental tool revenues increased $25.5 million, or 48%, primarily due to increased
rental tool utilization, particularly in the shale plays, a more favorable mix of higher value
rentals and an increase in pricing. Our drilling services revenues increased $23.3 million, or
214%, in the second quarter of 2010 compared to the second quarter of 2009 primarily as a result of
increased utilization of our
18
rigs. Utilization of our drilling rigs increased from an average of 24.7% for the second quarter of
2009 to an average of 73.3% for the second quarter of 2010.
Our accommodations segment reported revenues in the second quarter of 2010 that were $33.5
million, or 38%, above the second quarter of 2009. The increase in accommodations revenue resulted
from increased activity at our major oil sands lodges supporting development activities in northern
Alberta, Canada, the expansion of two of these facilities and the strengthening of the Canadian
dollar versus the U.S. dollar.
Our offshore products revenues decreased $16.5 million, or 13%, in the second quarter of 2010
compared to the second quarter of 2009. This decrease was primarily due to decreased beginning
backlog levels and reduced subsea product shipments.
Tubular services revenues increased $72.4 million, or 40%, in the second quarter of 2010
compared to the second quarter of 2009 as a result of a 93% increase in the tons shipped partially
offset by a 27% decrease in realized revenues per ton shipped in the second quarter of 2010. Tons
shipped increased from 69,900 in the second quarter of 2009 to 134,900 in the second quarter of
2010.
Cost of Sales and Service. Our consolidated cost of sales increased $107.8 million, or 30%,
in the second quarter of 2010 compared to the second quarter of 2009 primarily as a result of
increased cost of sales at our tubular services segment of $68.8 million, or 40%, and an increase
of $28.1 million, or 56%, at our well site services segment. Our consolidated gross margin as a
percentage of revenues was 21% in both of the second quarters of 2009 and 2010.
Our well site services segment gross margin as a percentage of revenues improved from 22% in
the second quarter of 2009 to 31% in the second quarter of 2010. Our rental tool gross margin as a
percentage of revenues increased from 25% in the second quarter of 2009 to 37% in the second
quarter of 2010 primarily due to a more favorable mix of higher value rentals, improved pricing and
increased fixed cost absorption as a result of increased rental tool utilization. Our drilling
services cost of sales increased $18.4 million, or 184%, in the second quarter of 2010 compared to
the second quarter of 2009 as a result of increased rig utilization. The increased rig utilization
had a positive impact on our drilling services gross margin as a percentage of revenues resulting
in an increase from 8% in the second quarter of 2009 to 17% in the second quarter of 2010.
Our accommodations cost of sales increased $24.4 million, or 50%, in the second quarter of
2010 compared to the second quarter of 2009 primarily as a result of increased activity at our
large accommodation facilities supporting oil sands development activities in northern Alberta,
Canada, the expansion of two of these facilities and strengthening of the Canadian dollar versus
the U.S. dollar. Our accommodations segment gross margin as a percentage of revenues decreased
from 45% in the second quarter of 2009 to 40% in the second quarter of 2010 primarily as a result
of lower minimum guarantee revenues in 2010 compared to 2009.
Our offshore products cost of sales decreased $13.5 million, or 15%, in the second quarter of
2010 compared to the second quarter of 2009 primarily due to a decrease in subsea pipeline and rig
and vessel equipment costs. Our offshore products segment gross margin as a percentage of revenues
was essentially constant (26% in the second quarter of 2009 compared to 27% in the second quarter
of 2010).
Tubular services segment cost of sales increased $68.8 million, or 40%, in the second quarter
of 2010 compared to the second quarter of 2009 primarily as a result of an increase in tons
shipped, partially offset by lower priced OCTG inventory being sold. Our tubular services gross
margin as a percentage of revenues was 5% in both of the second quarters of 2009 and 2010.
Selling, General and Administrative Expenses. SG&A expense increased $3.4 million, or 10%, in
the second quarter of 2010 compared to the second quarter of 2009 due primarily to an increase in
accrued incentive bonuses and an increase in our accommodations SG&A expenses as a result of the
strengthening of the Canadian dollar versus the U.S. dollar.
19
Depreciation and Amortization. Depreciation and amortization expense increased $2.0 million,
or 7%, in the second quarter of 2010 compared to the same period in 2009 due primarily to capital
expenditures made during the previous twelve months largely related to investments made in our
Canadian accommodations business.
Impairment of Goodwill. We recorded a goodwill impairment of $94.5 million, before tax, in
the second quarter of 2009. The impairment was the result of our assessment of several factors
affecting our rental tools reporting unit.
Operating Income. Consolidated operating income increased $121.0 million, or 191%, in the
second quarter of 2010 compared to the second quarter of 2009 primarily as a result of the $94.5
million pre-tax goodwill impairment charge recognized in the second quarter of 2009 and a $19.7
million increase in operating income from our well site services segment (excluding the goodwill
impairment) primarily due to the more favorable mix of higher value rentals, improved pricing and
increased rental tool utilization in our rental tools operation and increased utilization of our
rigs in our drilling services business.
Interest Expense and Interest Income. Net interest expense decreased $0.5 million, or 12%, in
the second quarter of 2010 compared to the second quarter of 2009 due to reduced debt levels
partially offset by increased LIBOR interest rates applicable to borrowings under our revolving
credit facility. The weighted average interest rate on the Companys revolving credit facility was
3.0% in the second quarter of 2010 compared to 1.4% in the second quarter of 2009. Interest income
increased as a result of increased cash balances in interest-bearing accounts.
Equity in Earnings of Unconsolidated Affiliates. Our equity in earnings of unconsolidated
affiliates was $0.4 million, or 93%, lower in the second quarter of 2010 than in the second quarter
of 2009 primarily due to an equity affiliate in our OCTG business that experienced higher
profitability in the second quarter of 2009 compared to the second quarter of 2010.
Income Tax Expense. Our income tax provision for the three months ended
June 30, 2010 totaled $16.6 million, or 30.6% of pretax income, compared to an income tax benefit
of $3.3 million, or 5.0% of pretax losses, for the three months ended June 30, 2009. The effective
tax rate in the second quarter of 2009 was impacted by reported losses and a significant portion of
the goodwill impairment charge recognized during the period being non-deductible for tax purposes.
Excluding the goodwill impairment, the effective tax rate for the second quarter of 2009 would have
approximated 24.0%. The increase in the effective tax rate (excluding the goodwill impairment)
from the prior year was largely the result of an increased proportion of domestic earnings in 2010
compared to 2009, which is taxed at higher statutory rates.
SIX MONTHS ENDED JUNE 30, 2010 COMPARED TO SIX MONTHS ENDED JUNE 30, 2009
We reported net income attributable to Oil States International, Inc. for the six months ended
June 30, 2010 of $77.7 million, or $1.49 per diluted share. These results compare to a net loss of
$7.4 million, or $0.15 per diluted share, reported for the six months ended June 30, 2009. The net
loss for the first half of 2009 included an after tax loss of $84.5 million, or approximately $1.70
per diluted share, on the impairment of goodwill in our rental tools reporting unit.
Revenues. Consolidated revenues increased $3.5 million, or less than 1%, in the first half of
2010 compared to the first half of 2009.
Our well site services revenues increased $57.7 million, or 38%, in the first half
of 2010 compared to the first half of 2009. This increase was primarily due to significantly
increased rig utilization in our drilling services operations and increased rental tool revenues.
Our rental tool revenues increased $21.2 million, or 17%, primarily due to increased rental tool
utilization, a more favorable mix of higher value rentals and modestly improved pricing. Our
drilling services revenues increased $36.5 million, or 130%, in the first half of 2010 compared to
the first half of 2009 primarily as a result of increased utilization of our rigs. Utilization of
our drilling rigs increased from an average of 26.8% for the first half of 2009 to an average of
70.7% for the first half of 2010.
Our accommodations segment reported revenues in the first half of 2010 that were $37.3
million, or 16%, above the first half of 2009. The increase in accommodations revenue resulted
from the strengthening of the Canadian
20
dollar versus the U.S. dollar, $25 million in revenue from the contract in support of the 2010
Winter Olympics, increased activity at our large accommodation facilities supporting oil sands
development activities in northern Alberta, Canada and the expansion of two of these facilities,
partially offset by a $42 million decrease in third-party accommodations manufacturing revenues.
Our offshore products revenues decreased $41.5 million, or 17%, in the first half of 2010
compared to the first half of 2009. This decrease was primarily due to a decrease in subsea
pipeline revenues and rig and vessel equipment revenues driven by delays or decreased levels of
spending on deepwater development projects and capital upgrades.
Tubular services revenues decreased $50.0 million, or 10%, in the first half of 2010 compared
to the first half of 2009 as a result of a 34% decrease in realized revenues per ton shipped in the
first half of 2010 partially offset by an increase in tons shipped from 174,800 in the first half
of 2009 to 236,100 in the first half of 2010, an increase of 61,300 tons, or 35%.
Cost of Sales and Service. Our consolidated cost of sales decreased $5.9 million, or 1%, in
the first half of 2010 compared to the first half of 2009 primarily as a result of decreased cost
of sales at our tubular services segment of $36.5 million, or 8%, and a decrease at our offshore
products segment of $30.7 million, or 16%, partially offset by an increase in cost of sales at our
well site services segment of $35.0 million, or 31%, and an increase at our accommodations segment
of $26.3 million, or 20%. Our consolidated gross margin as a percentage of revenues was 22% in
both of the first halves of 2009 and 2010.
Our well site services segment gross margin as a percentage of revenues increased from 26% in
the first half of 2009 to 30% in the first half of 2010. Our rental tool gross margin as a
percentage of revenues increased from 28% in the first half of 2009 to 35% in the first half of
2010 primarily due to a more favorable mix of higher value rentals and improved pricing along with
improved fixed cost absorption as a result of increased rental tool utilization. Our drilling
services cost of sales increased $29.8 million, or 126%, in the first half of 2010 compared to the
first half of 2009 as a result of increased rig utilization. Our drilling services gross margin as
a percentage of revenues increased from 16% in the first half of 2009 to 17% in the first half of
2010 primarily due to the increase in drilling activity levels.
Our accommodations cost of sales increased $26.3 million, or 20%, in the first half of 2010
compared to the first half of 2009 primarily as a result of the strengthening of the Canadian
dollar versus the U.S. dollar, costs associated with the contract in support of the 2010 Winter
Olympics, increased activity at our large accommodation facilities supporting oil sands development
activities in northern Alberta, Canada and the expansion of two of these facilities, partially
offset by a decrease in third-party accommodations manufacturing and installation costs. Our
accommodations segment gross margin as a percentage of revenues decreased from 44% in the first
half of 2009 to 42% in the first half of 2010 primarily due to lower minimum guarantee revenues in
2010 compared to 2009.
Our offshore products cost of sales decreased $30.7 million, or 16%, in the first half of 2010
compared to the first half of 2009 primarily due to a decrease in subsea pipeline and rig and
vessel equipment costs. Our offshore products segment gross margin as a percentage of revenues was
essentially constant (26% in the first half of 2009 compared to 25% in the first half of 2010).
Tubular services segment cost of sales decreased $36.5 million, or 8%, in the first half of
2010 compared to the first half of 2009 primarily as a result of lower priced OCTG inventory being
sold, partially offset by an increase in tons shipped. Our tubular services gross margin as a
percentage of revenues decreased from 7% in the first half of 2009 to 5% in the first half of 2010
due to customer commitments made in the second half of 2009 and delivered in the first half of 2010
at lower prices than those realized in the first half of 2009.
Selling, General and Administrative Expenses. SG&A expense increased $3.9 million, or 6%, in
the first half of 2010 compared to the first half of 2009 due primarily to an increase in accrued
incentive bonuses and an increase in our accommodations SG&A expenses as a result of the
strengthening of the Canadian dollar versus the U.S. dollar.
21
Depreciation and Amortization. Depreciation and amortization expense increased $5.0 million,
or 9%, in the first half of 2010 compared to the same period in 2009 due primarily to capital
expenditures made during the previous twelve months largely related to our Canadian accommodations
business.
Impairment of Goodwill. We recorded a goodwill impairment of $94.5 million, before tax, in
the first half of 2009. The impairment was the result of our assessment of several factors
affecting our rental tools reporting unit.
Operating Income. Consolidated operating income increased $95.9 million, or 443%, in the
first half of 2010 compared to the first half of 2009 primarily as a result of the $94.5 million
pre-tax goodwill impairment charge recognized in the second quarter of 2009.
Interest Expense and Interest Income. Net interest expense decreased $1.0 million, or 13%, in
the first half of 2010 compared to the first half of 2009 due to reduced debt levels. The weighted
average interest rate on the Companys revolving credit facility was 2.5% in the first half of 2010
compared to 1.5% in the first half of 2009. Interest income decreased as a result of the
repayment during the first quarter of 2009 of a note receivable from Boots & Coots.
Equity in Earnings of Unconsolidated Affiliates. Our equity in earnings of unconsolidated
affiliates was $0.9 million, or 93%, lower in the first half of 2010 than in the first half of 2009
primarily due to an equity affiliate in our OCTG business that experienced higher profitability in
the second half of 2009 compared to the second half of 2010.
Income Tax Expense. Our income tax provision for the first half of 2010
totaled $33.4 million, or 30.0% of pretax income, compared to $22.0 million, or 147.7% of pretax
income, for the first half of 2009. The effective tax rate in the first half of 2009 was impacted
by a significant portion of the goodwill impairment charge recognized during the period being
non-deductible for tax purposes. Excluding the goodwill impairment, the effective tax rate for the
first half of 2009 would have approximated 29.3%. The increase in the effective tax rate
(excluding the goodwill impairment) from the prior year was largely the result of an increased
proportion of domestic earnings in 2010 compared to 2009, which is taxed at higher statutory rates.
Liquidity and Capital Resources
Our primary liquidity needs are to fund capital expenditures, which have in the past included
expanding our accommodations facilities, expanding and upgrading our offshore products
manufacturing facilities and equipment, adding drilling rigs and increasing and replacing rental
tool assets, funding new product development and general working capital needs. In addition,
capital has been used to fund strategic business acquisitions. Our primary sources of funds have
been cash flow from operations and proceeds from borrowings.
Cash totaling $85.9 million was provided by operations during the first six months of 2010
compared to cash totaling $271.2 million provided by operations during the first six months of
2009. During the first six months of 2010, $57.1 million was used to fund working capital,
primarily due to increased OCTG inventory levels in our tubular services segment to meet increasing
demand for casing and tubing. During the first six months of 2009, $130.6 million was provided by
working capital, primarily due to lower receivable levels resulting from decreased revenues and due
to decreased tubular inventory levels.
Cash was used in investing activities during the six months ended June 30, 2010 and 2009 in
the amount of $74.2 million and $33.6 million, respectively. Capital expenditures totaled $76.1
million and $52.8 million during the six months ended June 30, 2010 and 2009, respectively.
Capital expenditures in both years consisted principally of purchases of assets for our
accommodations and well site services segments, and in particular for accommodations investments
made in support of Canadian oil sands developments. In the six months ended June 30, 2009, we
received $21.2 million from Boots & Coots in full satisfaction of a note receivable due us.
We currently expect to spend a total of approximately $219 million for capital expenditures
during 2010 to expand our Canadian oil sands related accommodations facilities, for international
expansion in our offshore products segment, to fund our other product and service offerings, and
for maintenance and upgrade of our equipment and facilities. We expect to fund these capital
expenditures with cash available, internally generated funds and borrowings under our revolving
credit facility. The foregoing capital expenditure budget does not include
22
any funds for opportunistic acquisitions, which the Company expects to pursue depending on the
economic environment in our industry and the availability of transactions at prices deemed
attractive to the Company.
Net cash of $6.7 million was provided by financing activities during the six months ended June
30, 2010, primarily as a result of the issuance of common stock as a result of stock option
exercises. A total of $216.8 million was used in financing activities during the six months ended
June 30, 2009, primarily as a result of debt repayments under our revolving credit facility.
We believe that cash on hand, cash flow from operations and available borrowings under our
credit facilities will be sufficient to meet our liquidity needs in the coming twelve months. If
our plans or assumptions change, or are inaccurate, or if we make further acquisitions, we may need
to raise additional capital. Acquisitions have been, and our management believes acquisitions will
continue to be, a key element of our business strategy. The timing, size or success of any
acquisition effort and the associated potential capital commitments are unpredictable and
uncertain. We may seek to fund all or part of any such efforts with proceeds from debt and/or
equity issuances. Our ability to obtain capital for additional projects to implement our growth
strategy over the longer term will depend upon our future operating performance, financial
condition and, more broadly, on the availability of equity and debt financing. Capital
availability will be affected by prevailing conditions in our industry, the economy, the financial
markets and other factors, many of which are beyond our control. In addition, such additional debt
service requirements could be based on higher interest rates and shorter maturities and could
impose a significant burden on our results of operations and financial condition, and the issuance
of additional equity securities could result in significant dilution to stockholders.
The unprecedented disruption in the credit markets has had a negative impact on a number of
financial institutions. To date, the Companys liquidity has not been materially impacted by the
current credit environment. The Company is not currently a party to any interest rate swaps,
currency hedges or derivative contracts of any type and has no exposure to commercial paper or
auction rate securities markets. Management will continue to closely monitor the Companys
liquidity and the overall health of the credit markets.
Stock Repurchase Program. During the first quarter of 2005, our Board of Directors authorized
the repurchase of up to $50.0 million of our common stock, par value $.01 per share, over a two
year period. On August 25, 2006, an additional $50.0 million was approved and the duration of the
program was extended to August 31, 2008. On January 11, 2008, an additional $50.0 million was
approved for the repurchase program and the duration of the program was again extended to December
31, 2009. As of December 31, 2009, the program expired. Through the expiration of the program, a
total of $90.1 million of our stock (3,162,294 shares), was repurchased. We will continue to
evaluate future share repurchases in the context of allocating capital among other corporate
opportunities including capital expenditures and acquisitions and in the context of current
conditions in the credit and capital markets. Any future share repurchase programs would need to
be authorized by our Board of Directors.
Credit Facility. Our current bank credit facility contains commitments from lenders totaling
$500 million consisting of a U.S. Commitment, as defined in the underlying agreement, totaling $325
million and a Canadian Commitment, as defined in the underlying agreement, totaling $175 million.
The credit facility matures on December 5, 2011. We currently have 11 lenders in our credit
facility with commitments ranging from $15 million to $102.5 million. While we have not
experienced, nor do we anticipate, any difficulties in obtaining funding from any of these lenders
at this time, the lack of or delay in funding by a significant member of our banking group could
negatively affect our liquidity position.
As of June 30, 2010, we had no borrowings outstanding under the Credit Agreement, but had
$22.7 million of outstanding letters of credit, leaving $477.3 million available to be drawn under
the facility. In addition, we have another floating rate bank credit facility in the U.S. that
provides for an aggregate borrowing capacity of $5.0 million. As of June 30, 2010, we had no
borrowings outstanding under this other facility. Our total debt represented 10.3% of our total
debt and shareholders equity at June 30, 2010 compared to 10.6% at December 31, 2009 and 16.2% at
June 30, 2009.
As of June 30, 2010, we had classified the $175.0 million principal amount of our 2 3/8%
Notes, net of unamortized discount, as a current liability because certain contingent conversion
thresholds based on the Companys stock price were met at that date and, as a result, note holders
could present their notes for conversion
23
during the quarter following the June 30, 2010 measurement date. If a note holder chooses to
present their notes for conversion during a future quarter prior to the first put/call date in July
2012, they would receive cash up to $1,000 for each 2 3/8% Note plus Company common stock for any
excess valuation over $1,000 using the conversion rate of the 2 3/8% Notes of 31.496 multiplied by
the Companys average common stock price over a ten trading day period following presentation of
the 2 3/8% Notes for conversion. The future convertibility and resultant balance sheet
classification of this liability will be monitored at each quarterly reporting date and will be
analyzed dependent upon market prices of the Company common stock during the prescribed measurement
periods. As of June 30, 2010, the recent trading prices of the 2 3/8% Notes exceeded their
conversion value due to the remaining imbedded conversion option of the holder. Based on recent
trading patterns of the 2 3/8% Notes, we do not currently expect any significant amount of the 2
3/8% Notes to convert over the next twelve months.
Critical Accounting Policies
For a discussion of the critical accounting policies and estimates that we use in the
preparation of our condensed consolidated financial statements, see Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on
Form 10-K for the year ended December 31, 2009. These estimates require significant judgments,
assumptions and estimates. We have discussed the development, selection and disclosure of these
critical accounting policies and estimates with the audit committee of our board of directors.
There have been no material changes to the judgments, assumptions and estimates, upon which our
critical accounting estimates are based.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk. We have revolving lines of credit that are subject to the risk of higher
interest charges associated with increases in interest rates. As of June 30, 2010, we had no
floating-rate obligations borrowed under our revolving credit facilities.
Foreign Currency Exchange Rate Risk. Our operations are conducted in various countries around
the world and we receive revenue from these operations in a number of different currencies. As
such, our earnings are subject to movements in foreign currency exchange rates when transactions
are denominated in (i) currencies other than the U.S. dollar, which is our functional currency or
(ii) the functional currency of our subsidiaries, which is not necessarily the U.S. dollar. In
order to mitigate the effects of exchange rate risks in areas outside North America, we generally
pay a portion of our expenses in local currencies and a substantial portion of our contracts
provide for collections from customers in U.S. dollars. During the first six months of 2010, our
realized foreign exchange gains were $0.2 million and are included in other operating income in the
consolidated statements of operations.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this
Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures (as
defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act).
Our disclosure controls and procedures are designed to provide reasonable assurance that the
information required to be disclosed by us in reports that we file under the Exchange Act is
accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is
recorded, processed, summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission. Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
effective as of June 30, 2010 at the reasonable assurance level.
Changes in Internal Control over Financial Reporting. During the three months ended June 30,
2010, there were no changes in our internal control over financial reporting (as defined in Rule
13a-15(f) of the Securities Exchange Act of 1934) or in other factors which have materially
affected our internal control over financial reporting, or are reasonably likely to materially
affect our internal control over financial reporting.
24
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
We are a party to various pending or threatened claims, lawsuits and administrative
proceedings seeking damages or other remedies concerning our commercial operations, products,
employees and other matters, including occasional claims by individuals alleging exposure to
hazardous materials as a result of our products or operations. Some of these claims relate to
matters occurring prior to our acquisition of businesses, and some relate to businesses we have
sold. In certain cases, we are entitled to indemnification from the sellers of businesses, and in
other cases, we have indemnified the buyers of businesses from us. Although we can give no
assurance about the outcome of pending legal and administrative proceedings and the effect such
outcomes may have on us, we believe that any ultimate liability resulting from the outcome of such
proceedings, to the extent not otherwise provided for or covered by indemnity or insurance, will
not have a material adverse effect on our consolidated financial position, results of operations or
liquidity.
ITEM 1A. Risk Factors
Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2009
(the 2009 Form 10-K) includes a detailed discussion of our risk factors. The risks described in
this Quarterly Report on Form 10-Q and our 2009 Form 10-K are not the only risks we face.
Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial condition or future
results. There have been no significant changes to our risk factors as set forth in our 2009 Form
10-K except for the additional risk factor below:
Our financial results could be adversely impacted by the Macondo well incident and the resulting
changes in regulation of offshore oil and natural gas exploration and development activity.
In May 2010, the U.S. Department of the Interior implemented a six-month moratorium/suspension
on certain drilling activities in water depths greater than 500 feet in the U.S. Gulf of Mexico in
response to the Macondo well incident. The U.S. Department of the Interior subsequently issued
Notices to Lessees and Operators (NTLs), implementing additional safety and certification
requirements applicable to drilling activities in the U.S. Gulf of Mexico, imposed additional
requirements with respect to development and production activities in the U.S. Gulf of Mexico and
has delayed the approval of applications to drill in both deepwater and shallow-water areas. On
June 22, 2010, the U.S. District Court for the Eastern District of Louisiana granted a temporary
injunction which immediately prohibited enforcement of the moratorium. On July 12, 2010, the U.S.
Department of the Interior issued a revised moratorium on drilling in the U.S. Gulf of Mexico that
generally applies to mobile offshore drilling units that utilize subsea blowout prevention
equipment required for deepwater drilling operations. The uncertainty and delays caused by this
moratorium have and will continue to have an overall negative effect on Gulf of Mexico drilling
activity, and to a certain extent, our financial results.
The Macondo well incident, the subsequent oil spill and moratorium on drilling has caused
offshore drilling delays, and is expected to result in increased state, federal and international
regulation of our and our customers operations that could negatively impact our earnings,
prospects and the availability and cost of insurance coverage.
This delay could result in
decreased demand for our offshore products, tubular services and well site services segments. In
addition, any increased regulation of the exploration and production industry as a whole that
arises out of the Macondo well incident could result in fewer companies being financially qualified
to operate offshore in the U.S., could result in higher operating costs for our customers and could
reduce demand for our services.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity
Securities
Unregistered Sales of Equity Securities and Use of Proceeds
None
25
Purchases of Equity Securities by the Issuer and Affiliated Purchases
None
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. (Removed and Reserved)
ITEM 5. Other Information
None
ITEM 6. Exhibits
(a) INDEX OF EXHIBITS
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Exhibit No. |
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Description |
3.1
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Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Companys Annual Report on Form 10-K for the year
ended December 31, 2000, as filed with the
Commission on March 30, 2001 (File No.
001-16337)). |
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3.2
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Third Amended and Restated Bylaws (incorporated
by reference to Exhibit 3.1 to the Companys
Current Report on Form 8-K, as filed with the
Commission on March 13, 2009 (File No.
001-16337)). |
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3.3
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Certificate of Designations of Special Preferred
Voting Stock of Oil States International, Inc.
(incorporated by reference to Exhibit 3.3 to the
Companys Annual Report on Form 10-K for the year
ended December 31, 2000, as filed with the
Commission on March 30, 2001 (File No.
001-16337)). |
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4.1
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Form of common stock certificate (incorporated by
reference to Exhibit 4.1 to the Companys
Registration Statement on Form S-1, as filed with
the Commission on November 7, 2000 (File No.
333-43400)). |
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4.2
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Amended and Restated Registration Rights
Agreement (incorporated by reference to Exhibit
4.2 to the Companys Annual Report on Form 10-K
for the year ended December 31, 2000, as filed
with the Commission on March 30, 2001 (File No.
001-16337)). |
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4.3
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First Amendment to the Amended and Restated
Registration Rights Agreement dated May 17, 2002
(incorporated by reference to Exhibit 4.3 to the
Companys Annual Report on Form 10-K for the year
ended December 31, 2002, as filed with the
Commission on March 13, 2003 (File No.
001-16337)). |
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4.4
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Registration Rights Agreement dated as of June 21, 2005 by
and between Oil States International, Inc. and RBC Capital
Markets Corporation (incorporated by reference to Exhibit 4.4
to Oil States Current Report on Form 8-K as filed with the
Securities and Exchange Commission on June 23, 2005 (File No.
001-16337)). |
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4.5
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Indenture dated as of June 21, 2005 by and between Oil States
International, Inc. and Wells Fargo Bank, National
Association, as trustee (incorporated by reference to Exhibit
4.5 to Oil States Current Report on Form 8-K as filed with
the Securities and Exchange Commission on June 23, 2005 (File
No. 001-16337)). |
26
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Exhibit No. |
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Description |
4.6
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Global Notes representing
$175,000,000 aggregate principal
amount of 2 3/8% Contingent
Convertible Senior Notes due 2025
(incorporated by reference to
Section 2.2 of Exhibit 4.5 to Oil
States Current Reports on Form 8-K
as filed with the Securities and
Exchange Commission on June 23, 2005
and July 13, 2005 (File No.
001-16337)). |
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31.1*
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Certification of Chief Executive
Officer of Oil States International,
Inc. pursuant to Rules 13a-14(a) or
15d-14(a) under the Securities
Exchange Act of 1934. |
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31.2*
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Certification of Chief Financial
Officer of Oil States International,
Inc. pursuant to Rules 13a-14(a) or
15d-14(a) under the Securities
Exchange Act of 1934. |
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32.1**
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Certification of Chief Executive
Officer of Oil States International,
Inc. pursuant to Rules 13a-14(b) or
15d-14(b) under the Securities
Exchange Act of 1934. |
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32.2**
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Certification of Chief Financial
Officer of Oil States International,
Inc. pursuant to Rules 13a-14(b) or
15d-14(b) under the Securities
Exchange Act of 1934. |
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* |
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Filed herewith |
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** |
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Furnished herewith. |
27
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.
OIL STATES INTERNATIONAL, INC.
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Date: August 4, 2010
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By
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/s/ BRADLEY J. DODSON
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Bradley J. Dodson |
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Senior Vice President, Chief Financial Officer and |
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Treasurer (Duly Authorized Officer and Principal
Financial Officer) |
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Date: August 4, 2010
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By
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/s/ ROBERT W. HAMPTON
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Robert W. Hampton |
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Senior Vice President Accounting and |
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Secretary (Duly Authorized Officer and Chief
Accounting Officer) |
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28
Exhibit Index
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Exhibit No. |
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Description |
3.1
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Amended and Restated Certificate of
Incorporation (incorporated by
reference to Exhibit 3.1 to the
Companys Annual Report on Form 10-K
for the year ended December 31,
2000, as filed with the Commission
on March 30, 2001 (File No.
001-16337)). |
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3.2
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Third Amended and Restated Bylaws
(incorporated by reference to
Exhibit 3.1 to the Companys Current
Report on Form 8-K, as filed with
the Commission on March 13, 2009
(File No. 001-16337)). |
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3.3
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Certificate of Designations of
Special Preferred Voting Stock of
Oil States International, Inc.
(incorporated by reference to
Exhibit 3.3 to the Companys Annual
Report on Form 10-K for the year
ended December 31, 2000, as filed
with the Commission on March 30,
2001(File No. 001-16337)). |
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4.1
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Form of common stock certificate
(incorporated by reference to
Exhibit 4.1 to the Companys
Registration Statement on Form S-1,
as filed with the Commission on
November 7, 2000 (File No.
333-43400)). |
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4.2
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Amended and Restated Registration
Rights Agreement (incorporated by
reference to Exhibit 4.2 to the
Companys Annual Report on Form 10-K
for the year ended December 31,
2000, as filed with the Commission
on March 30, 2001 (File No.
001-16337)). |
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4.3
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First Amendment to the Amended and
Restated Registration Rights
Agreement dated May 17, 2002
(incorporated by reference to
Exhibit 4.3 to the Companys Annual
Report on Form 10-K for the year
ended December 31, 2002, as filed
with the Commission on March 13,
2003 (File No. 001-16337)). |
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4.4
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Registration Rights Agreement dated
as of June 21, 2005 by and between
Oil States International, Inc. and
RBC Capital Markets Corporation
(incorporated by reference to
Exhibit 4.4 to Oil States Current
Report on Form 8-K as filed with the
Securities and Exchange Commission
on June 23, 2005 (File No.
001-16337)). |
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4.5
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Indenture dated as of June 21, 2005
by and between Oil States
International, Inc. and Wells Fargo
Bank, National Association, as
trustee (incorporated by reference
to Exhibit 4.5 to Oil States
Current Report on Form 8-K as filed
with the Securities and Exchange
Commission on June 23, 2005 (File
No. 001-16337)). |
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4.6
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Global Notes representing
$175,000,000 aggregate principal
amount of 2 3/8% Contingent
Convertible Senior Notes due 2025
(incorporated by reference to
Section 2.2 of Exhibit 4.5 to Oil
States Current Reports on Form 8-K
as filed with the Securities and
Exchange Commission on June 23, 2005
and July 13, 2005 (File No.
001-16337)). |
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31.1*
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Certification of Chief Executive
Officer of Oil States International,
Inc. pursuant to Rules 13a-14(a) or
15d-14(a) under the Securities
Exchange Act of 1934. |
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31.2*
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Certification of Chief Financial
Officer of Oil States International,
Inc. pursuant to Rules 13a-14(a) or
15d-14(a) under the Securities
Exchange Act of 1934. |
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32.1**
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Certification of Chief Executive
Officer of Oil States International,
Inc. pursuant to Rules 13a-14(b) or
15d-14(b) under the Securities
Exchange Act of 1934. |
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32.2**
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Certification of Chief Financial
Officer of Oil States International,
Inc. pursuant to Rules 13a-14(b) or
15d-14(b) under the Securities
Exchange Act of 1934. |
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* |
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Filed herewith |
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** |
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Furnished herewith. |