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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
OR
[ ] 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: 000-31721
W-H ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0281502
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification
No.)
10370 RICHMOND AVENUE
SUITE 990
HOUSTON, TEXAS 77042
(Address of principal executive offices and zip code)
(713) 974-9071
(Registrant's telephone number, including area code)
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 past 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 [X] No [ ]
As of November 4, 2002 there were outstanding 27,015,847 shares of Common
Stock, par value $0.0001 per share, of the registrant.
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W-H ENERGY SERVICES, INC.
INDEX
PAGE
PART I ----
FINANCIAL INFORMATION
Item 1. Financial Statements...............................................................................1
Consolidated Balance Sheets-- September 30, 2002 (unaudited) and December 31, 2001.................1
Consolidated Statements of Operations and Comprehensive Income (unaudited)-- Three months and
nine months ended September 30, 2002 and 2001......................................................2
Consolidated Statements of Cash Flows (unaudited)-- Nine months ended September 30, 2002 and
2001...............................................................................................3
Notes to Consolidated Financial Statements (unaudited).............................................4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.............10
Item 3. Quantitative and Qualitative Disclosure About Market Risk.........................................15
Item 4. Controls and Procedures...........................................................................16
PART II
OTHER INFORMATION
Item 2. Change in Securities and Use of Proceeds..........................................................17
Item 5. Other Information.................................................................................17
Item 6. Exhibits and Reports on Form 8-K..................................................................17
Signatures....................................................................................................18
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002......................................19
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
W-H ENERGY SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- -------------
(UNAUDITED)
ASSETS
Current Assets:
Cash and cash equivalents.................................................. $ 15,825 $ 19,978
Marketable securities...................................................... -- 12,990
Accounts receivable, net of allowance of $6,198 and $5,792, respectively... 68,486 72,676
Inventories................................................................ 39,124 33,959
Deferred income taxes...................................................... 3,973 5,668
Prepaid expenses and other................................................. 7,938 4,794
--------- ---------
Total current assets............................................... 135,346 150,065
Property and equipment, net.................................................. 182,711 151,342
Goodwill and other intangibles, net.......................................... 95,839 79,466
Other assets, net............................................................ 9,335 3,738
--------- ---------
Total assets....................................................... $ 423,231 $ 384,611
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable........................................................... $ 22,117 $ 25,161
Accrued liabilities........................................................ 23,995 30,274
Current maturities of long-term debt....................................... 8,800 7,300
Notes payable.............................................................. 1,803 435
--------- ---------
Total current liabilities.......................................... 56,715 63,170
Long-term debt, net of current maturities.................................... 130,825 114,925
Deferred income taxes........................................................ 19,684 16,455
--------- ---------
Total liabilities.................................................. 207,224 194,550
--------- ---------
Commitments and Contingencies
Shareholders' Equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued
and outstanding.......................................................... -- --
Common stock, $0.0001 par value, 100,000,000 shares authorized, 26,900,520
and 25,772,626 shares issued and outstanding, respectively............... 3 3
Additional paid-in capital................................................. 206,770 197,810
Deferred compensation...................................................... (488) (791)
Unrealized gains on marketable securities.................................. -- 218
Cumulative translation adjustment.......................................... 3,197 (750)
Retained earnings (deficit)................................................ 6,525 (6,429)
--------- ---------
Total shareholders' equity......................................... 216,007 190,061
--------- ---------
Total liabilities and shareholders' equity......................... $ 423,231 $ 384,611
========= =========
The accompanying notes are an integral part of these
consolidated financial statements.
1
W-H ENERGY SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ -----------------------------
2002 2001 2002 2001
-------------- -------------- -------------- -------------
(UNAUDITED) (UNAUDITED)
Revenues.................................... $ 80,790 $ 100,725 $ 230,401 $ 273,967
Costs and expenses:
Cost of revenues.......................... 45,645 52,634 127,189 142,289
Selling, general and administrative....... 16,248 15,972 46,731 45,987
Research and development.................. 2,739 2,189 7,207 5,752
Depreciation and amortization............. 8,638 7,038 23,276 19,179
----------- ----------- ----------- -----------
Total costs and expenses.......... 73,270 77,833 204,403 213,207
----------- ----------- ----------- -----------
Income from operations............ 7,520 22,892 25,998 60,760
Other expense:
Interest expense, net..................... 1,763 2,198 4,678 6,175
Other expense, net........................ 87 127 257 37
----------- ----------- ----------- -----------
Income before income taxes........ 5,670 20,567 21,063 54,548
Provision for income taxes................ 2,183 8,126 8,109 21,549
----------- ----------- ----------- -----------
Net income........................ $ 3,487 $ 12,441 $ 12,954 $ 32,999
=========== =========== =========== ===========
Comprehensive income:
Net income................................ $ 3,487 $ 12,441 $ 12,954 $ 32,999
Reclassification adjustment for gains
included in net income................. -- 300 (218) 300
Foreign currency translation
adjustment............................. 1,052 1,083 3,947 (163)
----------- ----------- ----------- -----------
Comprehensive income...................... $ 4,539 $ 13,824 $ 16,683 $ 33,136
=========== =========== =========== ===========
Earnings per share:
Basic..................................... $ 0.13 $ 0.48 $ 0.50 $ 1.39
Diluted................................... $ 0.13 $ 0.45 $ 0.48 $ 1.24
Number of shares used in calculation of
earnings per share:
Basic.................................. 26,563,146 25,750,464 26,152,426 23,683,477
Diluted................................ 27,515,283 27,429,007 27,196,648 26,592,424
The accompanying notes are an integral part of these
consolidated financial statements.
2
W-H ENERGY SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FOR THE NINE MONTHS
ENDED SEPTEMBER 30,
----------------------------
2002 2001
----------- -----------
(UNAUDITED)
Cash Flows from Operating Activities:
Net income................................................................. $ 12,954 $ 32,999
Adjustments to reconcile net income to cash provided by
operating activities--
Depreciation and amortization........................................... 23,276 19,179
Gain on the sale of assets.............................................. (7,206) (10,781)
Deferred tax provision.................................................. 4,924 9,017
Amortization of deferred compensation................................... 303 303
Amortization of deferred financing costs................................ 615 449
Tax benefit from employee stock option plan............................. 2,941 --
Changes in operating assets and liabilities, excluding effects of
acquisitions--
Decrease (increase) in accounts receivable, net....................... 4,009 (18,266)
Increase in inventories............................................... (4,387) (14,189)
(Decrease) increase in prepaid expenses and other..................... (3,103) 269
Increase in long-term assets, net..................................... (295) (2,436)
(Decrease) increase in accounts payable and accrued liabilities....... (11,300) 21,641
----------- -----------
Net cash provided by operating activities.......................... 22,731 38,185
----------- -----------
Cash Flows from Investing Activities:
Acquisition of business, net of cash acquired.............................. (20,820) (33,146)
Additions to property and equipment........................................ (49,239) (43,912)
Increase in marketable securities.......................................... -- (10,994)
Proceeds from the sale of marketable securities............................ 12,772 --
Proceeds from sale of property and equipment............................... 9,659 13,964
----------- -----------
Net cash used in investing activities.............................. (47,628) (74,088)
----------- ------------
Cash Flows from Financing Activities:
Proceeds from the issuance of debt......................................... 29,213 51,236
Payments on debt........................................................... (12,187) (13,723)
Proceeds from the issuance of common stock to the public................... -- 19,862
Proceeds from the exercise of stock options and stock purchase warrants.... 1,020 5,190
----------- -----------
Net cash provided by financing activities.......................... 18,046 62,565
----------- -----------
Effect of exchange rate changes on cash...................................... 2,698 163
Net (decrease) increase in Cash and Cash Equivalents......................... (4,153) 26,825
Cash and Cash Equivalents, beginning of period............................... 19,978 3,376
----------- -----------
Cash and Cash Equivalents, end of period..................................... $ 15,825 $ 30,201
=========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
3
W-H ENERGY SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BUSINESS ORGANIZATION
DESCRIPTION OF COMPANY
W-H Energy Services, Inc., a Texas corporation, and its subsidiaries
(collectively, W-H) is a diversified oilfield service company that provides
products and services used primarily for the drilling, completion and
production of oil and natural gas wells. W-H has the following three primary
lines of business: (i) drilling related products and services, which include
logging-while-drilling (LWD), measurement-while-drilling (MWD), rental tools
(including drill pipe), downhole drilling motors, directional drilling and
drilling fluids; (ii) completion and workover related products and services,
which include cased-hole wireline logging, perforating and rental equipment,
polymers and specialty chemicals, tubing and coiled tubing; and (iii)
maintenance and safety related products and services, which include waste
management and safety equipment.
BASIS OF PRESENTATION
The unaudited Consolidated Financial Statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and the instructions to Form 10-Q and Rule 10
of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. For further information, refer to the
December 31, 2001 Consolidated Financial Statements and footnotes thereto
included in W-H's 2001 Annual Report on Form 10-K/A filed with the Securities
and Exchange Commission. In the opinion of management, all necessary
adjustments (which include only normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results for the
three and nine months ended September 30, 2002 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2002.
ACCOUNTING POLICIES AND PROCEDURES
In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill
and intangible assets with indefinite lives are no longer amortized but are
reviewed annually (or more frequently if indicators arise) for impairment.
Separable intangible assets that are not deemed to have indefinite lives will
continue to be amortized over their useful lives (but with no maximum life).
W-H adopted SFAS No. 142 on January 1, 2002 as required, and will no longer
record goodwill amortization expense. The effect of this change increased net
income by $588,000 and $1,764,000, respectively, or $0.02 and $0.07 per share,
net of tax, for the three and nine months ended September 30, 2002. On a fully
diluted basis, the effect of this change was $0.02 and $0.06 per share, net of
tax for the three and nine months ended September 30, 2002.
According to SFAS No. 142, companies are required to identify their
reporting units and determine the aggregate carrying values and fair values of
all such reporting units. To the extent the carrying value of a reporting unit
exceeds its relative fair value, a second step of the SFAS No. 142 impairment
test is required. This second step requires the comparison of the implied fair
value of the reporting unit goodwill to its related carrying value, both of
which must be measured by the company at the same point in time each year. Any
initial loss resulting from a goodwill impairment test must be recorded as a
change in accounting principle. W-H performed all such assessments in
accordance with SFAS No. 142 in the first quarter of 2002 which resulted in W-H
recording no goodwill impairment expense.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations"
was issued. The standard requires that legal obligations associated with the
retirement of long-lived assets be recorded at fair value when incurred and
will be effective for W-H on January 1, 2003. The adoption of this statement is
not expected to have a material
4
impact on W-H's consolidated financial position, results of operations or cash
flows.
In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and
64, Amendment of FASB Statement No. 13, and Technical Corrections" was issued.
This statement provides guidance on the classification of gains and losses from
the extinguishment of debt and on the accounting for certain specified lease
transactions. The adoption of this statement is not expected to have a material
impact on W-H's consolidated financial position, results of operations or cash
flows.
In June 2002, SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities" was issued. This statement provides guidance on the
recognition and measurement of liabilities associated with disposal activities
and is effective for W-H on January 1, 2003. The adoption of this statement is
not expected to have a material impact on W-H's consolidated financial
position, results of operations or cash flows.
2. EARNINGS PER SHARE
Basic earnings per share excludes dilution and is computed by dividing net
income available to common shareholders by the weighted average number of
common shares outstanding for the period. Diluted earnings per share is
computed considering the dilutive effect of stock options and warrants. For the
three and nine months ended September 30, 2002, shares of 952,137 and
1,044,222, respectively, resulting from the assumed exercise of options or
warrants, were added to the denominator because the inclusion of such shares
would be dilutive. For the three and nine months ended September 30, 2001,
shares of 1,678,543 and 2,908,947, respectively, resulting from the assumed
exercise of options or warrants, were added to the denominator because the
inclusion of such shares would be dilutive. For the three and nine months ended
September 30, 2002, shares of 1,198,487 and 916,075, respectively, were
excluded from the computation of earnings per common share, because the
inclusion of such shares would be anti-dilutive.
3. ACQUISITIONS
In August 2002, W-H completed the acquisition of Boyd's Bit Service, Inc.
(Boyd's). Boyd's provides wireline rental equipment through its four facilities
in Lake Charles and New Iberia, Louisiana, and Pearland and Alice, Texas.
Consideration for this acquisition was approximately $14.6 million in cash and
279,287 shares of W-H common stock, of which 122,887 shares will be held in
escrow for a period of two years to satisfy any indemnification claims of W-H.
In April 2002, W-H completed the acquisition of U.S. Clay, L.P. (U.S.
Clay). U.S. Clay was formed to mine and market a sodium bentonite discovery in
West Texas. Sodium bentonite is a basic component of drilling fluids used in
the drilling of oil and natural gas wells. Consideration for this acquisition
was approximately $5.0 million in cash, of which $600,000 is held in escrow for
a period of two years to satisfy any indemnification claims of W-H, and $1.7
million in the form of promissory notes payable.
In May 2001, W-H completed the acquisition of Louisiana-based Coil Tubing
Services, L.L.C. (CTS). CTS provides coiled tubing services for oil and natural
gas wells located on land, in the inland waterways and offshore in the Gulf of
Mexico through its facility in Broussard, Louisiana. W-H acquired CTS for
approximately $33.1 million in cash, $4.5 million in convertible subordinated
notes, and 372,340 shares of W-H common stock, of which 168,085 shares will be
held in escrow for a period of 18 months to satisfy any indemnification claims
of W-H.
4. DEBT
CREDIT FACILITY
On May 31, 2001, in connection with the acquisition of CTS, W-H amended and
restated its $115 million credit facility, increasing the amount available for
borrowing to $165 million. The amended and restated credit facility consists of
a Term A and a Term B loan facility in the original amounts of $40.0 million
and $80.0 million, respectively. Additionally, the amended and restated credit
facility has a $45.0 million revolving loan facility of which $22.5 million was
outstanding at September 30, 2002. The Term A loan facility matures on October
16, 2005 and requires payments escalating from zero in the first year to $14.0
million in the fifth year. The Term B loan
5
facility matures on April 16, 2007 and requires principal payments of $0.8
million in each of the first six years with the outstanding balance being due
on the maturity date. The revolving loan facility matures on October 16, 2005.
At W-H's option, amounts borrowed under the credit facility will bear interest
at either a variable rate equal to the reserve-adjusted LIBOR or an alternate
base rate, plus in each case, an applicable margin. The applicable margin
ranges from 1.75% to 3.00% in the case of a LIBOR based loan under the
revolving loan facility or the Term A loan facility and is 3.25% in the case of
a LIBOR based loan under the Term B loan facility. For alternate base rate
loans, the applicable margin ranges from 0.75% to 2.00% under the revolving
loan facility and the Term A loan facility and is 2.25% under the Term B loan
facility. The foregoing margins are subject to adjustment based on a debt
service coverage ratio and a leverage ratio. The credit facility, among other
things, requires that W-H maintain certain financial ratios, limits the amount
of capital expenditures that may be made, the amount of debt that may be
incurred outside of the credit facility, future investments and our ability to
pay dividends. At September 30, 2002, W-H was in compliance with these
restrictive covenants.
The credit facility is secured by a lien on all of W-H's property and
assets, a pledge of all of the capital stock of W-H's material domestic
subsidiaries and a pledge of not greater than 65% of the capital stock of each
of W-H's foreign subsidiaries. In addition, the credit facility is guaranteed
by all of W-H's material domestic subsidiaries.
CONVERTIBLE SUBORDINATED NOTES
In connection with the CTS acquisition, W-H issued $4.5 million in
convertible subordinated notes (the Notes) to eight individuals (the Sellers)
as partial consideration for the acquisition. The Notes bear interest at 9% per
annum, payment of which is due quarterly. The principal and accrued interest
matures on December 31, 2003. The Sellers may convert the Notes into shares of
common stock within 30 days of maturity at a rate of 0.0331 shares of common
stock for each $1.00 of principal, subject to adjustment based upon various
factors. W-H may redeem the Notes at its discretion at any time prior to
maturity with no prepayment penalty. However, the Sellers would have the option
to exercise the conversion feature prior to redemption. W-H has no present
intention to exercise the redemption feature.
PROMISSORY NOTES
In connection with the U.S. Clay acquisition, W-H issued a total of $1.7
million in promissory notes payable as partial consideration for the
acquisition. The notes are unsecured, do not bear interest and mature on the
earlier of April 25, 2003 or the completion of U.S. Clay's bentonite processing
facility in Alpine, Texas.
5. STOCK OPTIONS AND STOCK PURCHASE WARRANTS
A summary of W-H's stock options and warrants as of September 30, 2002 and
December 31, 2001 is as follows:
NUMBER OF SHARES
---------------------- PRICE PER
OPTIONS WARRANTS SHARE
----------- --------- -----------
Outstanding December 31, 2001.... 3,099,127 947,882 2.21-22.88
Granted.......................... 294,925 -- 16.30-23.50
Exercised/exchanged.............. (170,450) (713,995) 2.21-17.50
Expired/canceled................. (42,564) -- 4.09-22.88
--------- --------
Outstanding September 30, 2002... 3,181,038 233,887 2.21-23.50
--------- --------
Exercisable at September 30,
2002........................... 1,807,296 233,887 2.21-22.88
========= ========
Under SFAS No. 123, the fair value of each option was estimated on the date
of grant using the Black-Scholes option pricing model. The following
assumptions were used for the historical option grants: risk-free interest
rates of between 3.6%-7.0%; dividend rates of zero; average expected lives of
between 6.9 and 8.6 years and expected volatilities of 60.2%-65.9%. The
3,181,038 options outstanding as of September 30, 2002 have a remaining
contractual life of between 4.6 and 9.6 years.
The Black-Scholes option valuation model and other existing models were
developed for use in estimating the fair value of traded options that have no
vesting restrictions and are fully transferable. In addition, option valuation
models require the input of and are highly sensitive to subjective assumptions,
including the expected stock price volatility. W-H's stock options have
characteristics significantly different from those of traded options, and
changes in the subjective input assumptions can materially affect the fair
value estimate.
6
Had compensation cost for the stock options granted to employees been
determined under SFAS No. 123, net income and basic and diluted net income per
share for the three and nine months ended September 30, 2002 would have been
reduced to the following pro forma amounts:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2002 SEPTEMBER 30, 2002
------------------ ------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net income--
As reported................... $3,487 $12,954
Pro forma..................... 2,846 11,031
Diluted net income per share--
As reported................... $ 0.13 $ 0.48
Pro forma..................... 0.10 0.41
6. SEGMENTS
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" requires that companies report separately information about each
significant operating segment reviewed by the chief operating decision maker.
Management has elected to organize segments based on differences in each
segment's customers and the products and services offered without aggregating
operating segments. All segments that meet a threshold of 10% of revenues,
reported profit or loss, or combined assets are defined as significant
segments. Based on these requirements, management has identified three
reportable segments: drilling related products and services, completion and
workover related products and services and maintenance and safety related
products and services.
DRILLING RELATED PRODUCTS AND SERVICES
The drilling related products and services segment provides products and
services used by oil and natural gas companies, drilling contractors and other
oilfield service companies for the drilling of oil and natural gas wells. These
products and services are used primarily onshore in the United States, Canada,
Brazil and the Middle East and offshore in the Gulf of Mexico, the North Sea,
the Mediterranean Sea and Brazil. This segment consists of six primary business
lines: (i) LWD; (ii) MWD; (iii) rental tools; (iv) downhole drilling motors;
(v) directional drilling and (vi) drilling fluids.
COMPLETION AND WORKOVER RELATED PRODUCTS AND SERVICES
The completion and workover related products and services segment provides
products and services primarily to customers onshore in the Gulf Coast region
and offshore in the Gulf of Mexico. These products include: (i) wireline
logging, perforating and rental equipment; (ii) polymers and specialty
chemicals; (iii) tubing; and (iv) coiled tubing.
MAINTENANCE AND SAFETY RELATED PRODUCTS AND SERVICES
The maintenance and safety related products and services segment provides
products and services primarily for refinery and petrochemical plant
applications and major and independent oil and natural gas companies,
including: (i) waste management and (ii) safety equipment.
W-H recognizes revenues, cost of products and services, selling, general
and administrative, and depreciation and amortization by segment. Interest
expense and other income (expense) are not monitored by segment. Summarized
information for W-H's reportable segments is contained in the following tables
(in thousands):
As of and for the three months ended September 30, 2002 (unaudited):
MAINTENANCE
DRILLING COMPLETION AND SAFETY OTHER TOTAL
--------- ---------- ----------- -------- --------
Revenues.............. $ 53,717 $ 21,005 $ 6,068 $ -- $ 80,790
Operating income (loss) 6,754 3,275 (646) (1,863) 7,520
EBITDA(a)............. 11,994 5,596 278 (1,696) 16,172
Total assets.......... 237,205 138,545 28,041 19,440 423,231
Capital expenditures.. 10,325 4,815 809 105 16,054
7
As of and for the three months ended September 30, 2001 (unaudited):
MAINTENANCE
DRILLING COMPLETION AND SAFETY OTHER TOTAL
--------- ---------- ----------- --------- ----------
Revenues.............. $ 71,146 $ 22,885 $ 6,694 $ -- $ 100,725
Operating income (loss) 18,632 5,287 350 (1,377) 22,892
EBITDA(a)............. 22,916 7,284 1,078 (1,374) 29,904
Total assets.......... 201,296 107,280 26,173 40,854 375,603
Capital expenditures.. 7,117 5,199 1,361 233 13,910
As of and for the nine months ended September 30, 2002 (unaudited):
MAINTENANCE
DRILLING COMPLETION AND SAFETY OTHER TOTAL
--------- ---------- ----------- --------- ----------
Revenues.............. $152,521 $ 57,549 $ 20,331 $ -- $ 230,401
Operating income (loss) 20,708 10,021 492 (5,223) 25,998
EBITDA(a)............. 35,179 15,930 2,930 (4,719) 49,320
Total assets.......... 237,205 138,545 28,041 19,440 423,231
Capital expenditures.. 29,478 15,109 4,417 235 49,239
As of and for the nine months ended September 30, 2001 (unaudited):
MAINTENANCE
DRILLING COMPLETION AND SAFETY OTHER TOTAL
--------- ---------- ----------- --------- ----------
Revenues.............. $196,002 $ 56,733 $ 21,232 $ -- $ 273,967
Operating income (loss) 50,114 13,075 1,710 (4,139) 60,760
EBITDA(a)............. 62,483 17,657 3,763 (3,698) 80,205
Total assets.......... 201,296 107,280 26,173 40,854 375,603
Capital expenditures.. 27,317 11,460 4,808 327 43,912
- ----------
(a) W-H calculates EBITDA as earnings before interest income and
expense, income taxes, depreciation and amortization and non-cash
stock-based compensation expense. EBITDA should not be considered as
an alternative to net income or any other measure of operating
performance calculated in accordance with generally accepted
accounting principles. EBITDA is widely used by financial analysts
as a measure of financial performance. W-H's calculation of EBITDA
may not be comparable to similarly titled measures reported by other
companies.
W-H operates in the United States, the North Sea and other geographic
regions. The following is summary information by geographic region (in
thousands) (unaudited):
REVENUES
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
----------------------- ----------------------
2002 2001 2002 2001
----------- ----------- ----------- --------
The United States $66,162 $89,237 $ 186,873 $ 242,265
The North Sea... 9,071 6,708 25,774 17,390
Other........... 5,557 4,780 17,754 14,312
------- ------- --------- ---------
Total. $80,790 $100,725 $ 230,401 $ 273,967
======= ======== ========= =========
OPERATING INCOME
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
----------------------- ----------------------
2002 2001 2002 2001
----------- ----------- ----------- --------
The United States $ 5,025 $19,329 $16,154 $51,880
The North Sea... 1,254 1,930 5,263 3,891
Other........... 1,241 1,633 4,581 4,989
------- ------- ------- -------
Total. $ 7,520 $22,892 $25,998 $60,760
======= ======= ======= =======
8
LONG-LIVED ASSETS
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
The United States... $ 255,753 $ 214,796
The North Sea....... 22,117 14,648
Other............... 10,015 5,102
--------- ---------
Total.... $ 287,885 $ 234,546
========= =========
7. SUBSEQUENT EVENT
In November 2002, W-H completed the acquisition of E.M. Hobbs, Inc.
(E.M. Hobbs). E.M. Hobbs provides cased-hole wireline services in the southwest
region of Texas. Consideration for this acquisition was approximately $5.0
million in cash and 112,126 shares of W-H common stock, of which 39,461 shares
will be held in escrow for a period of 2 years to satisfy any indemnification
claims of W-H.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our Consolidated
Financial Statements and related notes appearing elsewhere in this Form 10-Q.
This discussion and analysis may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended that involve risks,
uncertainties and assumptions. The words "believe," "expect," "plan," "intend,"
"estimate," "project," "will," "could," "may," and similar expressions are
intended to identify forward-looking statements. No assurance can be given that
actual results will not differ materially from the results discussed in the
forward-looking statements as a result of important risk factors including, but
not limited to, the current and expected future prices of crude oil and natural
gas, capital expenditures by customers, activity levels in the oil and natural
gas exploration and production industry, the development and implementation of
new technologies, weather conditions in offshore markets, risks associated with
the occurrence of personal injuries, loss of life, damage or destruction of
property, equipment or the environment and suspension of operations, our
ability to attract and retain skilled workers, the loss of key members of
management, competition in our industry, compliance with and developments in
environmental and other governmental regulations, the loss of the use of
certain technologies, the concentration of customers in the energy industry,
our ability to successfully integrate future acquisitions, political and
economic risks, an impairment of goodwill and restrictions on our ability to
raise additional funds. For additional discussion of these risks, please see
the discussion set forth under the heading "Factors That May Affect Future
Results and Accuracy of Forward Looking Statements" contained in our most
recent Annual Report filed on Form 10-K/A with the Securities and Exchange
Commission.
OVERVIEW OF THE MARKETS FOR OUR PRODUCTS AND SERVICES
DRILLING RELATED PRODUCTS AND SERVICES
Revenue from our drilling related products and services segment constituted
approximately 66% of our total consolidated revenue through the first nine
months of 2002. Approximately 29% of our 2002 drilling segment revenue was
generated in various international locations which include Canada, the Middle
East, the Mediterranean Sea, Europe, Brazil and the North Sea. However, the most
significant portion of our drilling segment revenues is generated in the United
States, including the Gulf of Mexico. In July 2001, exploration and development
activity levels in the United States peaked and began to decline primarily as a
result of lower natural gas prices. This decline continued through April 2002,
at which point drilling rig count levels reached a low of 738, and has since
modestly recovered. According to statistics published by Baker Hughes, the
average number of rotary rigs operating in the United States was 1,156 and 825
for 2001 and the nine months ended September 30, 2002, respectively. The decline
in exploration and development activity levels in the United States has
significantly impacted our revenue and earnings generated in this key market.
During the first ten months of 2002, natural gas prices have improved, but
have yet to result in a meaningful increase in drilling activity. Concerns about
the economy, the high level of natural gas in storage, and worries about the
prospect of another mild winter are among the factors that are delaying the
recovery. We believe that the overall natural gas picture remains positive for
exploration and development activity as natural gas production continues to
decline because of the decreased drilling activity. However, the extent and
timing of a recovery is difficult to predict as it will depend on how the
factors mentioned above are resolved.
Outside of the United States, the North Sea remains our second key drilling
segment market, particularly for LWD and MWD services. However, due to the
unexpected enactment of a UK tax law imposing a 10% supplementary tax on oil
and natural gas profits derived from the North Sea, many of our customers have
reduced drilling activity in this region. According to statistics published by
Baker Hughes, the number of rotary rigs operating in the North Sea declined
from an average of 67 in January 2002 to an average of 49 in September 2002. We
do not expect any marked increase in activity levels in the North Sea through
the remainder of this year.
In October 2002, we made a strategic decision to provide directional
drilling services in the United States. Directional drilling services include
the directing and steering of the well-path, by an onsite operator, to specific
targets, while drilling the well bore. We believe that providing this service in
the United States will increase the utilization of our LWD, MWD, and downhole
drilling motor fleet. We currently provide directional drilling services in the
Eastern Hemisphere.
10
COMPLETION AND WORKOVER RELATED PRODUCTS AND SERVICES
This sector is our second largest business segment and provided
approximately 26% of our total consolidated revenue through the first nine
months of 2002. Revenues provided by the completion segment are almost
exclusively derived from the United States and the Gulf of Mexico. Although
activity levels in the completion and workover of existing oil and natural gas
wells are linked to commodity prices, our completion segment is less commodity
price sensitive than our drilling segment. As a result, our completion segment
has and continues to provide stability during prolonged downturns in drilling
activity. Our focus on increased capital spending throughout 2001 and 2002,
combined with our acquisitions of CTS in May 2001, Boyd's in August 2002, and
E. M. Hobbs in November 2002, has strengthened and further diversified this
segment of our business.
MAINTENANCE AND SAFETY RELATED PRODUCTS AND SERVICES
Providing approximately 8% of our total consolidated revenue through the
first nine months of 2002, our maintenance segment is focused entirely in and
along the Gulf Coast region of the United States. Although somewhat seasonal in
nature, with higher activity levels in the early and late portions of the year,
this segment is dependent upon the maintenance activity levels of refineries
and petrochemical plants. During 2002, we noted a decrease in turnaround
activity in the petrochemical industry, which was more pronounced in the third
quarter.
RECENT DEVELOPMENT
ADVERSE WEATHER CONDITIONS
Our results of operations were negatively impacted by the effects of adverse
weather conditions brought on by Tropical Storm Isidore, Hurricane Lili and the
wet weather conditions along the Gulf Coast. While the impact of these adverse
weather conditions began near the end of the third quarter of 2002, they have
had a more pronounced adverse effect on our fourth quarter results of
operations.
RESULTS OF OPERATIONS
The following information should be read in conjunction with our
Consolidated Financial Statements and the accompanying notes presented
elsewhere in this Form 10-Q.
THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2001
Revenues. Revenues decreased by $19.9 million, or approximately 20%, to
$80.8 million for the three months ended September 30, 2002 from $100.7 million
for the three months ended September 30, 2001. This decrease was attributable to
reduced activity levels within the oil and natural gas industry, including the
effects of softness in pricing, partially offset by the revenue contribution of
Boyd's, which was acquired in August 2002. Additionally, our results of
operations were negatively impacted by the effects of the adverse weather
conditions previously discussed.
Revenues from our drilling related products and services decreased by $17.4
million, or approximately 24%, to $53.7 million for the three months ended
September 30, 2002 from $71.1 million for the three months ended September 30,
2001. This decrease was primarily attributable to a reduction in drilling
activity, including the effects of softness in pricing and the adverse weather
conditions previously discussed.
Revenues from our completion and workover related products and services
decreased by $1.9 million, or approximately 8%, to $21.0 million for the three
months ended September 30, 2002 from $22.9 million for the three months ended
September 30, 2001. Although revenue declined as a result of lower activity
levels, pricing and the adverse weather conditions previously discussed, a
portion of the decline was offset by the revenue contribution of Boyd's, which
was acquired in August 2002.
Revenues from our maintenance and safety related products and services
decreased by $0.6 million, or
11
approximately 9%, to $6.1 million for the three months ended September 30, 2002
from $6.7 million for the three months ended September 30, 2001, due to a
significant reduction in the amount of turnaround activity in the petrochemical
industry.
Cost of Revenues. Cost of revenues decreased by $7.0 million, or
approximately 13%, to $45.6 million for the three months ended September 30,
2002 from $52.6 million for the three months ended September 30, 2001. As a
percentage of revenues, cost of revenues increased to 56.5% for the three
months ended September 30, 2002 from 52.3% for the three months ended September
30, 2001. The increase in cost of revenues as a percentage of revenues was due
to the effects of softness in pricing and lower utilization of our equipment
and services during a period of reduced drilling and workover activity levels.
In addition, our cost of revenues as a percentage of revenues was negatively
impacted by our strategy of maintaining an optimal level of staffing and
infrastructure to ensure that we are capable of benefiting fully from future
increases in industry activity levels, as well as the adverse weather conditions
previously discussed.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $0.3 million, or approximately 2%, to $16.3
million for the three months ended September 30, 2002 from $16.0 million for the
three months ended September 30, 2001. The increase was a result of expenses
attributable to the operations of Boyd's, which was acquired in August 2002, and
increases in insurance costs, offset by a reduction in sales incentives, bonuses
and marketing expenses resulting from the decreased activity levels within the
oil and natural gas industry. As a percentage of revenues, selling, general and
administrative expenses increased to 20.1% for the three months ended September
30, 2002 from 15.9% for the three months ended September 30, 2001, due to our
strategy of maintaining an optimal level of staffing and infrastructure to
ensure that we are capable of benefiting fully from future increases in industry
activity levels.
Research and Development Expenses. Research and development expenses
increased by $0.5 million, or approximately 23%, to $2.7 million for the three
months ended September 30, 2002 from $2.2 million for the three months ended
September 30, 2001. This increase was the result of increased research and
development spending on our MWD/LWD and related technologies. We believe it is
necessary to maintain our investment in developing new technologies during the
current downturn in drilling to ensure that we are capable of benefiting fully
from future increases in industry activity levels.
Depreciation and Amortization. Depreciation and amortization increased by
$1.6 million, or approximately 23%, to $8.6 million for the three months ended
September 30, 2002 from $7.0 million for the three months ended September 30,
2001. This increase was the result of depreciation associated with our
continued capital expenditures, as well as additional depreciation and
amortization due to our acquisition of Boyd's.
Interest and Other Expense. Interest and other expense for the three months
ended September 30, 2002 was $1.9 million, a decrease of $0.4 million, or
approximately 17% from $2.3 million for the three months ended September 30,
2001. This decrease was primarily due to an overall reduction of interest
rates.
Net Income. Net income for the three months ended September 30, 2002 was
$3.5 million, a decrease of $8.9 million, from the $12.4 million reported for
the three months ended September 30, 2001.
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2001
Revenues. Revenues decreased by $43.6 million, or approximately 16%, to
$230.4 million for the nine months ended September 30, 2002 from $274.0 million
for the nine months ended September 30, 2001. This decrease was attributable to
reduced activity levels within the oil and natural gas industry, including the
effects of softness in pricing, partially offset by the revenue contribution of
CTS which was acquired in May 2001 and Boyd's, which was acquired in August
2002. Additionally, our results of operations were negatively impacted by the
effects of the adverse weather conditions previously discussed.
Revenues from our drilling related products and services decreased by $43.5
million, or approximately 22%, to $152.5 million for the nine months ended
September 30, 2002 from $196.0 million for the nine months ended September 30,
2001. This decrease was primarily attributable to a reduction in drilling
activity, including the effects of softness in pricing and the adverse weather
conditions previously discussed.
12
Revenues from our completion and workover related products and services
increased by $0.8 million, or approximately 1%, to $57.5 million for the nine
months ended September 30, 2002 from $56.7 million for the nine months ended
September 30, 2001. Revenues from this segment increased as a result of the
revenue contribution of CTS which was acquired in May 2001 and Boyd's which was
acquired in August 2002, but were offset by the effects of lower activity
levels, pricing and the adverse weather conditions previously discussed.
Revenues from our maintenance and safety related products and services
decreased by $0.9 million, or approximately 4%, to $20.3 million for the nine
months ended September 30, 2002 from $21.2 million for the nine months ended
September 30, 2001, due to a significant reduction in the amount of turnaround
activity in the petrochemical industry.
Cost of Revenues. Cost of revenues decreased by $15.1 million, or
approximately 11%, to $127.2 million for the nine months ended September 30,
2002 from $142.3 million for the nine months ended September 30, 2001. As a
percentage of revenues, cost of revenues increased to 55.2% for the nine months
ended September 30, 2002 from 51.9% for the nine months ended September 30,
2001. The increase in cost of revenues as a percentage of revenues was due to
the effects of softness in pricing and lower utilization of our equipment and
services during a period of reduced drilling and workover activity levels. In
addition, our cost of revenues as a percentage of revenues was negatively
impacted by our strategy of maintaining an optimal level of staffing and
infrastructure to ensure that we are capable of benefiting fully from future
increases in industry activity levels, as well as the adverse weather conditions
previously discussed.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $0.7 million, or approximately 2%, to $46.7
million for the nine months ended September 30, 2002 from $46.0 million for the
nine months ended September 30, 2001. The increase was attributable to
additional expenses related to the operations of CTS which was acquired in May
2001 and Boyd's which was acquired in August 2002, and increases in insurance
costs, offset by a reduction in sales incentives, bonuses and marketing expenses
resulting from the decreased activity levels within the oil and natural gas
industry. As a percentage of revenues, selling, general and administrative
expenses increased to 20.3% for the nine months ended September 30, 2002 from
16.8% for the nine months ended September 30, 2001, due to our strategy of
maintaining an optimal level of staffing and infrastructure to ensure that we
are capable of benefiting fully from future increases in industry activity
levels.
Research and Development Expenses. Research and development expenses
increased by $1.4 million, or approximately 24%, to $7.2 million for the nine
months ended September 30, 2002 from $5.8 million for the nine months ended
September 30, 2001. This increase was the result of increased research and
development spending on our MWD/LWD and related technologies. We believe it is
necessary to maintain our investment in developing new technologies during the
current downturn in drilling to ensure that we are capable of benefiting fully
from future increases in industry activity levels.
Depreciation and Amortization. Depreciation and amortization increased by
$4.1 million, or approximately 21%, to $23.3 million for the nine months ended
September 30, 2002 from $19.2 million for the nine months ended September 30,
2001. This increase was the result of depreciation associated with our
continued capital expenditures, as well as additional depreciation and
amortization due to our acquisitions of CTS and Boyd's.
Interest and Other Expense. Interest and other expense for the nine months
ended September 30, 2002 was $4.9 million, a decrease of $1.3 million, or
approximately 21% from $6.2 million for the nine months ended September 30,
2001. This decrease was primarily due to an overall reduction of interest
rates, as well as realization of interest income from our marketable
securities.
Net Income. Net income for the nine months ended September 30, 2002 was
$13.0 million, a decrease of $20.0 million, from the $33.0 million reported for
the nine months ended September 30, 2001.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations"
was issued. The standard requires that legal obligations associated with the
retirement of long-lived intangible assets be recorded at fair value when
incurred and will be effective on January 1, 2003. The adoption of this
statement is not expected to have a material
13
impact on our consolidated financial position, results of operations or cash
flows.
In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and
64, Amendment of FASB Statement No. 13, and Technical Corrections" was issued.
This statement provides guidance on the classification of gains and losses from
the extinguishment of debt and on the accounting for certain specified lease
transactions. The adoption of this statement is not expected to have a material
impact on our consolidated financial position, results of operations or cash
flows.
In June 2002, SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities" was issued. This statement provides guidance on the
recognition and measurement of liabilities associated with disposal activities
and is effective on January 1, 2003. The adoption of this statement is not
expected to have a material impact on W-H's consolidated financial position,
results of operations or cash flows.
LIQUIDITY AND CAPITAL RESOURCES
Our primary uses for cash are working capital, capital expenditures,
acquisitions, and principal and interest payments on indebtedness. Our strategy
during the current downturn has been to increase our inventory, fixed assets,
research and development expenditures, and personnel to ensure that we are
capable of benefiting fully from future increases in industry activity levels.
To the extent our cash requirements for working capital, capital expenditures,
acquisitions and principal and interest payments on indebtedness exceed cash
flow from operations, we must fund our cash requirements primarily through debt
and equity financing activities.
Working capital was $78.6 million as of September 30, 2002 and $86.9
million as of December 31, 2001. Net cash provided by operating activities was
$22.7 million and $38.2 million for the nine months ended September 30, 2002
and 2001, respectively. Decreases in working capital and cash flow from
operating activities are principally the result of decreased operating activity.
Net cash used in investing activities was $47.6 million and $74.1 million
for the nine months ended September 30, 2002 and 2001, respectively. Net cash
used in investing activities was principally the result of our capital
expenditures program and the acquisitions of Boyd's in August 2002, U.S. Clay
in April 2002 and CTS in May 2001.
Net cash provided by financing activities was $18.0 million for the nine
months ended September 30, 2002 and $62.6 million for the nine months ended
September 30, 2001. Net cash provided by financing activities in 2002 was
primarily due to revolver proceeds utilized to finance the Boyd's acquisition.
Net cash provided by financing activities in 2001 was primarily from the
increase in our credit facility to finance the CTS acquisition and a total of
$23.9 million in proceeds obtained from our secondary offering of common stock
and warrants.
On May 31, 2001, in connection with our acquisition of CTS, we amended and
restated our $115.0 million credit facility increasing borrowing availability
to $165.0 million. Our amended and restated credit facility includes the
following features:
o a Term A loan facility in the original amount of $40.0 million that
will amortize over five years, will mature on October 16, 2005 and will
require that we make annual principal repayments ranging from 0% of the
original loan amount in the first year of the credit facility to 35% of
the original loan amount on October 16, 2005;
o a Term B loan facility in the original amount of $80.0 million that
will amortize over six and one-half years, will mature on April 16,
2007 and will require that we make annual principal repayments of 1% of
the original loan amount in each of the first six years of the credit
facility with the outstanding balance due on April 16, 2007; and
o a revolving loan facility of $45.0 million that may be borrowed,
prepaid and reborrowed from time to time and will mature on
October 16, 2005.
At our option, amounts borrowed under the credit facility will bear
interest at either a variable rate equal to the
14
reserve-adjusted LIBOR or an alternate base rate, plus, in each case, an
applicable margin. The applicable margin ranges from 1.75% to 3.00% in the case
of a LIBOR based loan under the revolving loan facility or the Term A loan
facility and is 3.25% in the case of a LIBOR based loan under the Term B loan
facility. For alternate base rate loans, the applicable margin ranges from
0.75% to 2.00% under the revolving loan facility and the Term A loan facility
and is 2.25% under the Term B loan facility. The foregoing margins are subject
to adjustment based on a debt service coverage ratio and a leverage ratio.
Our credit facility is secured by a lien on all of our property and assets,
a pledge of all of the capital stock of our material domestic subsidiaries and
a pledge of not greater than 65% of the capital stock of each of our foreign
subsidiaries. In addition, our credit facility is guaranteed by all of our
material domestic subsidiaries. The credit facility, among other things,
requires that we maintain certain financial ratios, limits the amount of
capital expenditures we may make, the amount of debt we may incur outside of the
credit facility, future investments and our ability to pay dividends. At
September 30, 2002, W-H was in compliance with these restrictive covenants. As
of September 30, 2002 and December 31, 2001, we had outstanding borrowings under
our credit facility of $135.1 million and $117.7 million, respectively, of which
$22.5 million and zero, respectively, were revolver debt.
In connection with the CTS acquisition, we issued $4.5 million in
convertible subordinated notes (the Notes) to eight individuals (the Sellers)
as partial consideration for the acquisition. The Notes bear interest at 9% per
annum, payment of which is due quarterly. The principal and accrued interest
matures on December 31, 2003. The Sellers may convert the Notes into shares of
common stock within 30 days of maturity at a rate of 0.0331 shares of common
stock for each $1.00 of principal, subject to adjustment based upon various
factors. We may redeem the Notes at our discretion at any time prior to
maturity with no prepayment penalty. However, the Sellers would have the option
to exercise the conversion feature prior to redemption. We have no present
intention to exercise the redemption feature.
In connection with the U.S. Clay acquisition, we issued a total of $1.7
million in promissory notes payable as partial consideration for the
acquisition. The notes are unsecured, do not bear interest and mature on the
earlier of April 25, 2003 or the completion of U.S. Clay's bentonite processing
facility in Alpine, Texas
For the nine months ended September 30, 2002, we made capital expenditures
of $49.2 million, primarily for rental tool inventory, LWD and MWD tools,
wireline equipment and coil tubing units, including expenditures for the
replacement of equipment lost in hole. In addition, we incurred $7.2 million in
research and development expenses for the nine months ended September 30, 2002.
Management believes that cash generated from operations, cash on-hand and
amounts available under our revolving line of credit will provide sufficient
funds for our identified capital projects, debt service and working capital
requirements. However, part of our strategy involves the acquisition of
companies that have products and services complementary to our existing
strategic base of operations. Depending on the size of any future acquisitions,
we may require additional debt financing, possibly in excess of the limits of
the credit facility, or additional equity financing.
With the exception of the operating leases on real property and vehicles,
we have no off-balance sheet debt or other off-balance sheet financing
arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk. Market risk is the potential loss arising
from adverse changes in market prices and rates. We do not enter into
derivative or other financial instruments for trading or speculative purposes.
Our market risk could arise from changes in interest rates, foreign currency
exchange rates and volatility of our stock price.
Interest Rate Risk. We are subject to market risk exposure related to
changes in interest rates. Assuming our current level of borrowings, a 100
basis point increase in interest rates under these borrowings would increase
our as adjusted interest expense by approximately $1.1 million, for the nine
months ended September 30, 2002.
Foreign Currency Exchange Risk. Our earnings and financial position are
affected by foreign exchange rate fluctuations. We currently do not hedge
against foreign currency translation risks, and we believe that foreign
currency exchange risk is not significant to our operations.
15
Stock Price Volatility. Our ability to raise capital at a reasonable cost
of capital is, in part, affected by the price of our stock. The market price of
our stock may be influenced by many factors including variations in our
earnings, variations in oil and natural gas prices, investor perceptions of us
and other oilfield service companies and the liquidity of the market for our
common stock.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Within 90 days
before the filing of this quarterly report on Form 10-Q, our principal
executive officer and principal financial officer evaluated the effectiveness
of our disclosure controls and procedures. Based on the evaluation, our
principal executive officer and principal financial officer believe that:
o our disclosure controls and procedures are designed to ensure that
information we are required to disclose in the reports we file or
submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms; and
o our disclosure controls and procedures were effective to ensure that
material information was accumulated and communicated to our
management, including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions
regarding required disclosure.
(b) Changes in internal controls. There have been no significant changes
in our internal controls or in other factors that could significantly affect
our internal controls subsequent to their evaluation, nor have there been any
corrective actions with regard to significant deficiencies or material
weaknesses.
16
PART II.
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On August 9, 2002, the Company issued 279,287 shares of its common stock
valued at $4.5 million to five individuals as partial consideration for the
acquisition of 100% of the capital stock of Boyd's Bit Services, Inc., a
Louisiana corporation. This issuance of securities was made in reliance upon
the exemptions from registration set forth in Section 4(2) of the Securities
Act of 1933 and Regulation D under the Securities Act of 1933.
ITEM 5. OTHER INFORMATION
The certifications of this Quarterly Report on Form 10-Q by our chief
executive officer and chief financial officer required under Section 906 of the
Sarbanes-Oxley Act of 2002 have been provided to the Securities and Exchange
Commission in correspondence accompanying this Quarterly Report on Form 10-Q.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
The documents listed on the Exhibit Index following the signature pages hereto
are filed with this Periodic Report on Form 10-Q, and the contents of such
Exhibit Index are hereby incorporated herein by reference.
b. Reports on Form 8-K
On August 14, 2002, we filed a Current Report on Form 8-K
reporting the certification by our chief executive officer and chief financial
officer of our quarterly report on Form 10-Q for the quarter ended
June 30, 2002 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
17
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.
W-H ENERGY SERVICES, INC.
Date: November 13, 2002 By: /s/ JEFFREY L. TEPERA
--------------------------
Jeffrey L. Tepera
Vice President, Secretary and
Chief Financial Officer
(Principal Financial Officer)
Date: November 13, 2002 By: /s/ ERNESTO BAUTISTA, III
------------------------------
Ernesto Bautista, III
Vice President and
Corporate Controller
(Principal Accounting Officer)
18
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kenneth T. White, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of W-H Energy Services,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
/s/ Kenneth T. White, Jr.
- ------------------------------------
Name: Kenneth T. White, Jr.
Title: President and Chief Executive Officer
19
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey L. Tepera, certify that:
1. I have reviewed this quarterly report on Form 10-Q of W-H Energy Services,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
/s/ Jeffrey L. Tepera
- ------------------------------------
Name: Jeffrey L. Tepera
Title: Vice President, Secretary and Chief Financial Officer
20
EXHIBIT INDEX
NUMBER EXHIBIT TITLE
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3.1 -- Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement No. 333-43411 on Form S-1)
3.2 -- Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement No. 333-43411 on Form S-1)
4.1 -- Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.1 of the Company's Registration Statement
No. 333-43411 on Form S-1)
11.1 -- Computation of Per Share Earnings*
- ----------
* Filed herewith