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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 JUNE 30, 2003
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: 001-31346
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, as amended (the "Act") 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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
As of August 5, 2003 there were outstanding 27,269,233 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 -- June 30, 2003 (unaudited) and
December 31, 2002........................................... 1
Consolidated Statements of Operations and Comprehensive
Income (unaudited) -- Three and six months ended June 30,
2003 and 2002............................................... 2
Consolidated Statements of Cash Flows (unaudited) -- Six
months ended June 30, 2003 and 2002......................... 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 Disclosures About Market
Risk........................................................ 15
Item 4. Controls and Procedures..................................... 15
PART II
OTHER INFORMATION
Item 1. Legal Proceedings........................................... 16
Item 2. Changes in Securities and Use of Proceeds................... 16
Item 4. Submission of Matters to a Vote of Security Holders......... 16
Item 5. Other Information........................................... 16
Item 6. Exhibits and Reports on Form 8-K............................ 16
Signatures........................................................... 18
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
W-H ENERGY SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
JUNE 30, DECEMBER 31,
2003 2002
----------- ------------
(UNAUDITED)
ASSETS
Current Assets:
Cash and cash equivalents................................. $ 7,532 $ 9,386
Accounts receivable, net of allowance of $5,919 and
$6,375, respectively................................... 84,628 75,793
Inventories............................................... 40,783 39,206
Deferred income taxes..................................... 6,784 6,809
Prepaid expenses and other................................ 2,798 2,515
-------- --------
Total current assets................................... 142,525 133,709
Property and equipment, net................................. 203,034 193,272
Goodwill and other intangibles, net......................... 101,806 102,533
Other assets, net........................................... 8,887 9,048
-------- --------
Total assets........................................... $456,252 $438,562
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable.......................................... $ 18,133 $ 22,896
Accrued liabilities....................................... 23,537 20,808
Current maturities of long-term debt...................... 16,350 14,300
Notes payable............................................. -- 1,795
-------- --------
Total current liabilities.............................. 58,020 59,799
Long-term debt, net of current maturities................... 134,508 133,005
Deferred income taxes....................................... 28,820 24,229
-------- --------
Total liabilities...................................... 221,348 217,033
-------- --------
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, 27,159,064 and 27,015,847 shares issued and
outstanding, respectively.............................. 3 3
Additional paid-in capital................................ 209,381 208,646
Deferred compensation..................................... (185) (387)
Other comprehensive income................................ 4,231 3,421
Retained earnings......................................... 21,474 9,846
-------- --------
Total shareholders' equity............................. 234,904 221,529
-------- --------
Total liabilities and shareholders' equity............. $456,252 $438,562
======== ========
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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- -------------------------
2003 2002 2003 2002
------------ ------------ ----------- -----------
(UNAUDITED) (UNAUDITED)
Revenues................................. $ 96,789 $ 73,258 $ 191,479 $ 149,611
Costs and expenses:
Cost of revenues....................... 54,727 40,403 106,901 81,544
Selling, general and administrative.... 17,996 14,724 37,232 30,483
Research and development............... 3,015 2,458 5,568 4,468
Depreciation and amortization.......... 9,709 7,560 19,115 14,638
----------- ----------- ----------- -----------
Total costs and expenses............ 85,447 65,145 168,816 131,133
----------- ----------- ----------- -----------
Operating income.................... 11,342 8,113 22,663 18,478
Other (income) expense:
Interest expense, net.................. 1,972 1,491 3,759 2,915
Other (income) expense, net............ 5 111 (3) 170
----------- ----------- ----------- -----------
Income before income taxes.......... 9,365 6,511 18,907 15,393
Provision for income taxes............. 3,605 2,506 7,279 5,926
----------- ----------- ----------- -----------
Net income.......................... $ 5,760 $ 4,005 $ 11,628 $ 9,467
=========== =========== =========== ===========
Comprehensive income:
Net income............................. $ 5,760 $ 4,005 $ 11,628 $ 9,467
Unrealized gain on marketable
securities, net of income
realization......................... -- (81) -- (218)
Foreign currency translation
adjustment.......................... 1,571 3,672 810 2,895
----------- ----------- ----------- -----------
Comprehensive income................... $ 7,331 $ 7,596 $ 12,438 $ 12,144
=========== =========== =========== ===========
Earnings per share:
Basic.................................. $ 0.21 $ 0.15 $ 0.43 $ 0.36
Diluted................................ $ 0.21 $ 0.15 $ 0.42 $ 0.34
Number of shares used in calculation of
earnings per share:
Basic.................................. 27,139,096 26,056,431 27,090,912 25,943,871
Diluted................................ 28,084,087 27,619,932 27,970,195 27,461,778
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 SIX MONTHS
ENDED JUNE 30,
-------------------
2003 2002
-------- --------
(UNAUDITED)
Cash Flows from Operating Activities:
Net income................................................ $ 11,628 $ 9,467
Adjustments to reconcile net income to cash provided by
operating activities --
Depreciation and amortization.......................... 19,115 14,638
Gain on the sale of assets............................. (4,095) (3,136)
Deferred tax provision................................. 4,616 3,906
Amortization of deferred compensation.................. 202 202
Amortization of deferred financing costs............... 470 410
Tax benefit from employee stock option plan............ 312 947
Changes in operating assets and liabilities, excluding
effects of acquisitions --
(Increase) decrease in accounts receivable, net...... (9,298) 9,465
Increase in inventories.............................. (1,968) (5,739)
Increase in prepaid expenses and other............... (300) (1,385)
Increase in other assets, net........................ (129) (6)
Decrease in accounts payable and accrued
liabilities......................................... (1,429) (8,935)
-------- --------
Net cash provided by operating activities......... 19,124 19,834
-------- --------
Cash Flows from Investing Activities:
Acquisition of business, net of cash acquired............. -- (6,095)
Additions to property and equipment....................... (31,172) (33,185)
Proceeds from the sale of marketable securities........... -- 12,772
Proceeds from sale of property and equipment.............. 6,829 4,848
-------- --------
Net cash used in investing activities............. (24,343) (21,660)
-------- --------
Cash Flows from Financing Activities:
Proceeds from the issuance of debt........................ 48,263 1,953
Payments on debt.......................................... (46,476) (5,727)
Proceeds from the exercise of stock options and stock
purchase warrants...................................... 423 655
-------- --------
Net cash provided by (used in) financing
activities....................................... 2,210 (3,119)
-------- --------
Effect of exchange rate changes on cash..................... 1,155 2,028
Net decrease in Cash and Cash Equivalents................... (1,854) (2,917)
Cash and Cash Equivalents, beginning of period.............. 9,386 19,978
-------- --------
Cash and Cash Equivalents, end of period.................... $ 7,532 $ 17,061
======== ========
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 reportable segments:
(i) drilling related products and services, (ii) completion and workover related
products and services and (iii) maintenance and safety related products and
services. For a description of these segments, see Note 5.
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
Consolidated Financial Statements and footnotes thereto included in W-H's Annual
Report on Form 10-K for the year ended December 31, 2002 filed with the
Securities and Exchange Commission. In the opinion of management, all
adjustments (which include only normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results for the
three and six months ended June 30, 2003 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2003.
ACCOUNTING POLICIES AND PROCEDURES
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity," ("SFAS No.
150") in May 2003. SFAS No. 150 establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003. The provisions of SFAS No. 150,
which the Company adopted on June 1, 2003, did not have a material impact on the
Company's consolidated financial statements.
The FASB issued Statement of Financial Accounting Standards No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities,"
("SFAS No. 149") in April 2003. SFAS No. 149 amends and clarifies financial
accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities
under Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 149 is effective for
existing contracts and new contracts entered into after June 30, 2003. The
provisions of SFAS No. 149 are not expected to have a material impact on the
Company's consolidated financial statements.
Effective January 1, 2003, W-H adopted FASB Statement No. 143, "Accounting
for Asset Retirement Obligations." This statement requires that legal
obligations associated with the retirement of long-lived assets be recorded at
fair value when incurred. The adoption of this statement did not have a material
impact on W-H's consolidated financial position as of June 30, 2003, or its
results of operations or cash flows for the three and six months then ended.
W-H adopted FASB Interpretation 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others." FASB Interpretation 45 requires a guarantor to recognize, at the
inception of a guarantee, a liability for the fair value of the obligation
undertaken
4
W-H ENERGY SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
in issuing the guarantee. This interpretation applies to guarantees issued or
modified after December 31, 2002 and has had no impact on our consolidated
results of operations or consolidated balance sheets.
Other than as described above, W-H has not added to or changed its
accounting policies since December 31, 2002. For a description of these
policies, refer to Note 2 of the Consolidated Financial Statements in W-H's
Annual Report on Form 10-K for the year ended December 31, 2002.
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
months ended June 30, 2003 and 2002, additional shares of 944,991 and 1,563,501,
respectively, resulting from the assumed exercise of outstanding options and
warrants, were added to the denominator because the inclusion of such shares
would be dilutive. For the six months ended June 30, 2003 and 2002, additional
shares of 879,283 and 1,517,907, respectively, resulting from the assumed
exercise of outstanding options and warrants, were added to the denominator
because the inclusion of such shares would be dilutive. For the three months
ended June 30, 2003 and 2002, additional shares of 972,337 and 115,425,
respectively, were excluded from the computation of earnings per common share,
because the inclusion of such shares would be anti-dilutive. For the six months
ended June 30, 2003 and 2002, additional shares of 1,390,837 and 902,825,
respectively, were excluded from the computation of earnings per common share,
because the inclusion of such shares would be anti-dilutive.
3. DEBT
CREDIT FACILITY
In the first quarter of 2003, W-H obtained an additional revolving loan
commitment of $10.0 million and a supplemental Term B loan of $5.0 million under
its existing credit facility. As so amended, the credit facility consists of
Term A and Term B loan facilities in the amounts of $40.0 million and $85.0
million, respectively, of which $28.0 million and $83.0 million, respectively,
were outstanding at June 30, 2003. Additionally, the credit facility has a $55.0
million revolving loan facility of which $35.4 million was outstanding at June
30, 2003. 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 facility matures on April 16, 2007 and requires principal
payments of $0.85 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
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, contains covenants that require that W-H maintain certain financial
ratios and limits the amount of capital expenditures that may be made, the
amount of debt that may be incurred outside of the credit facility, the amount
of future investments and its ability to pay dividends. At June 30, 2003, 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.
5
W-H ENERGY SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
CONVERTIBLE SUBORDINATED NOTES
In connection with its acquisition of Coil Tubing Services, L.L.C. ("CTS")
in May 2001, 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 W-H 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 its acquisition of U.S. Clay, L.P. in April 2002, W-H
issued a total of $1.8 million in promissory notes to the sellers as partial
consideration for the acquisition. The notes were paid in full on April 25,
2003.
4. STOCK OPTIONS
A summary of W-H's stock options as of June 30, 2003 and December 31,
2002 is as follows:
WEIGHTED AVERAGE
NUMBER EXERCISE PRICE
OF OPTIONS PER SHARE
---------- ----------------
Outstanding December 31, 2002............................. 3,256,824 $12.21
Granted................................................... 385,000 18.52
Exercised/exchanged....................................... (64,206) 6.58
Expired/canceled.......................................... (13,150) 17.21
---------
Outstanding June 30, 2003................................. 3,564,468 12.98
---------
Exercisable at June 30, 2003.............................. 2,010,416 $ 7.77
---------
The fair value of each option was estimated on the date of grant using the
Black-Scholes option valuation model. The following assumptions were used for
the historical option grants: risk-free interest rates of between 3.5%-7.0%;
dividend rates of zero; average expected lives of between 6.7 and 8.6 years and
expected volatilities of 57.7%-65.9%. The 3,564,468 options outstanding as of
June 30, 2003 have a remaining contractual life of between 4.2 and 8.5 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
W-H ENERGY SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Had compensation expense for the stock options granted to employees and
directors been determined using the fair value method, net income and diluted
net income per share for the three and six months ended June 30, 2003 and 2002,
respectively would have been reduced to the following pro forma amounts:
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -----------------------------
JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2003 JUNE 30, 2002
------------- ------------- ------------- -------------
Net income --
As reported...................... $5,760 $4,005 $11,628 $9,467
Pro forma........................ 5,097 3,002 10,302 7,461
Diluted net income per share --
As reported...................... $ 0.21 $ 0.15 $ 0.42 $ 0.34
Pro forma........................ 0.18 0.11 0.37 0.27
5. SEGMENTS
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 throughout North America, Brazil and in
selected areas of the Eastern Hemisphere. This segment consists of the following
business lines: (i) LWD; (ii) MWD; (iii) directional drilling; (iv) downhole
drilling motors; (v) rental tools (including drill pipe); 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 and services include: (i)
cased-hole wireline logging, perforating and associated rental equipment; (ii)
polymers and specialty chemicals; (iii) rental tools (including 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 in the Gulf
Coast region. These products and services include: (i) waste management and (ii)
safety equipment and services.
SUMMARY INFORMATION
W-H recognizes revenues, cost of revenues, selling, general and
administrative expense, research and development expense and depreciation and
amortization expense by segment. Interest expense and other
7
W-H ENERGY SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 June 30, 2003 (unaudited):
MAINTENANCE
DRILLING COMPLETION AND SAFETY OTHER TOTAL
-------- ---------- ----------- ------- --------
Revenues....................... $ 55,190 $ 33,827 $ 7,772 $ -- $ 96,789
Operating income............... 5,160 8,038 375 (2,231) 11,342
Depreciation and
amortization................. 5,636 3,004 1,001 68 9,709
Total assets................... 248,706 168,665 30,613 8,268 456,252
Capital expenditures........... 10,678 5,696 483 16 16,873
As of and for the three months ended June 30, 2002 (unaudited):
MAINTENANCE
DRILLING COMPLETION AND SAFETY OTHER TOTAL
-------- ---------- ----------- ------- --------
Revenues....................... $ 47,000 $ 19,212 $ 7,046 $ -- $ 73,258
Operating income............... 5,739 3,447 709 (1,782) 8,113
Depreciation and
amortization................. 4,680 1,957 863 60 7,560
Total assets................... 229,661 116,248 29,237 17,247 392,393
Capital expenditures........... 10,533 5,756 1,534 66 17,889
As of and for the six months ended June 30, 2003 (unaudited):
MAINTENANCE
DRILLING COMPLETION AND SAFETY OTHER TOTAL
-------- ---------- ----------- ------- --------
Revenues....................... $111,223 $ 64,961 $15,295 $ -- $191,479
Operating income............... 12,155 14,924 21 (4,437) 22,663
Depreciation and
amortization................. 11,040 5,956 1,983 136 19,115
Total assets................... 248,706 168,665 30,613 8,268 456,252
Capital expenditures........... 18,808 10,808 1,440 116 31,172
As of and for the six months ended June 30, 2002 (unaudited):
MAINTENANCE
DRILLING COMPLETION AND SAFETY OTHER TOTAL
-------- ---------- ----------- ------- --------
Revenues....................... $ 98,804 $ 36,544 $14,263 $ -- $149,611
Operating income............... 13,954 6,746 1,138 (3,360) 18,478
Depreciation and
amortization................. 9,206 3,663 1,653 116 14,638
Total assets................... 229,661 116,248 29,237 17,247 392,393
Capital expenditures........... 19,153 10,294 3,608 130 33,185
8
W-H ENERGY SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------- -------------------
2003 2002 2003 2002
--------- --------- -------- --------
United States................................ $85,118 $59,060 $165,814 $120,709
North Sea.................................... 6,723 7,540 14,853 16,704
Other........................................ 4,948 6,658 10,812 12,198
------- ------- -------- --------
Total...................................... $96,789 $73,258 $191,479 $149,611
======= ======= ======== ========
OPERATING INCOME
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------- ------------------
2003 2002 2003 2002
--------- -------- ------- -------
United States................................ $11,002 $4,695 $20,163 $11,130
North Sea.................................... (324) 1,258 639 4,008
Other........................................ 664 2,160 1,861 3,340
------- ------ ------- -------
Total...................................... $11,342 $8,113 $22,663 $18,478
======= ====== ======= =======
LONG-LIVED ASSETS
JUNE 30, DECEMBER 31,
2003 2002
-------- ------------
United States............................................... $288,769 $277,827
North Sea................................................... 19,128 20,988
Other....................................................... 5,830 6,038
-------- --------
Total..................................................... $313,727 $304,853
======== ========
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The following discussion and analysis may contain forward-looking
statements. The words "believe," "expect," "plan," "intend," "estimate,"
"project," "will," "could," "may," and similar expressions are intended to
identify forward-looking statements. Actual results may 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 with the Securities and Exchange
Commission.
OVERVIEW OF THE MARKETS FOR OUR PRODUCTS AND SERVICES
We are a diversified oilfield service company that provides drilling
related products and services, completion and workover related products and
services and maintenance and safety related products and services. Our customers
include major and independent oil and natural gas companies, other oilfield
service companies and refining and petrochemical companies.
Prices for oil and natural gas are subject to large fluctuations in
response to relatively minor changes in the supply of and demand for oil and
natural gas, market uncertainty and a variety of other factors. Any prolonged
increase or decrease in oil and natural gas prices affects the levels of
exploration, development and production activity as well as the entire health of
the oil and natural gas industry. Demand for our drilling related products and
services is directly affected by the level of exploration, development and
production activity of, and the corresponding capital spending by, oil and
natural gas companies. Demand for our completion and workover related products
and services depends more on oil and natural gas production activity, which is
less immediately affected by changes in oil and natural gas prices. Demand for
our maintenance and safety related products and services is affected by the rate
of plant overhauls and maintenance turnarounds as well as the overall health of
the refining and petrochemical industries and, to a lesser extent, by the level
of oil and gas exploration, development and production activity.
DRILLING RELATED PRODUCTS AND SERVICES
Revenues from our drilling related products and services segment
constituted approximately 58% of our first six months 2003 consolidated
revenues. Approximately 23% of our drilling segment revenues were generated in
various international locations which include Canada, Brazil, Europe, North
Africa and the Middle East. 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 the United
States drilling rig count levels reached a low of 738 which was comprised of 110
offshore rigs and 638 land rigs. As commodity prices for natural gas have
climbed and remained relatively strong, rig count levels have shown recovery
through the first half of 2003, but remained well below the average activity
level of 2001. This increase, however, is concentrated on land. According to
statistics published by Baker Hughes, the average number of rotary rigs
operating in the United States for 2001, 2002 and the six months ended June 30,
2003 was 1,156, 830 and 963, respectively. Of these figures,
10
land rigs comprised 1,003, 717 and 854, respectively and offshore rigs comprised
153, 113 and 109, respectively, for the same periods.
The modest recovery in exploration and development activity levels in the
United States has impacted our revenues and earnings generated in this market.
Although the overall rig count in the United States has increased, the offshore
rig count, where we experience our highest operating margins, has not seen a
meaningful recovery. We believe that the overall outlook for natural gas
exploration and development activity remains positive as natural gas production
continues to decline. On a longer-term basis, this shortfall will tend to reduce
the industry's ability to maintain adequate supplies of natural gas in storage
and should keep upward pressure on natural gas prices. However, the extent and
timing of a recovery in drilling activity, especially in the offshore market,
remains difficult to predict.
Outside of the United States, the North Sea remains our largest drilling
segment market, particularly for LWD, MWD and directional drilling services.
However, due to the enactment of a United Kingdom tax law imposing a 10%
supplementary tax on oil and natural gas profits derived from certain North Sea
properties, many of our customers have reduced drilling activity in this region.
In July 2002, the North Sea rotary rig count reached a low of 42. 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 50 in
June 2003. We do not expect any marked increase in activity levels in the North
Sea in the near term.
COMPLETION AND WORKOVER RELATED PRODUCTS AND SERVICES
This sector is our second largest business segment and provided
approximately 34% of our first six months 2003 consolidated revenues. Revenues
provided by the completion and workover 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 and workover segment has and
continues to provide stability during prolonged downturns in drilling activity.
We have increased our revenue capacity in this segment through capital spending
which, when combined with our acquisitions, has strengthened and further
diversified our completion and workover segment.
MAINTENANCE AND SAFETY RELATED PRODUCTS AND SERVICES
Our maintenance and safety segment provided approximately 8% of our first
six months 2003 consolidated revenues and 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 primarily dependent upon the maintenance activity levels of
refineries and petrochemical plants and, to a lesser extent, on the level of
exploration, development and production activity.
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 JUNE 30, 2003 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2002
Revenues. Revenues increased by $23.5 million, or approximately 32.1%, to
$96.8 million for the three months ended June 30, 2003 from $73.3 million for
the three months ended June 30, 2002. This increase was attributable to higher
demand for products and services in each of our operating segments, as well as
the revenue contributions of Boyd's Bit Service, Inc. ("Boyd's"), which was
acquired in August 2002, and E.M. Hobbs, Inc. ("E.M. Hobbs"), which was acquired
in November 2002.
Revenues from our drilling related products and services increased by $8.2
million, or approximately 17.4%, to $55.2 million for the three months ended
June 30, 2003 from $47.0 million for the three months ended June 30, 2002. This
increase was primarily attributable to the increase in activity levels in the
United States.
11
Revenues from our completion and workover related products and services
increased by $14.6 million, or approximately 76.0%, to $33.8 million for the
three months ended June 30, 2003 from $19.2 million for the three months ended
June 30, 2002. This increase was the result of increases in capacity, increases
in activity levels, high utilization of our coiled tubing and cased-hole
wireline fleet, and increased demand for our completion fluids, as well as the
impact of the acquisitions that we consummated after the second quarter of 2002
(Boyd's and E.M. Hobbs).
Revenues from our maintenance and safety related products and services
increased by $0.7 million, or approximately 9.9%, to $7.8 million for the three
months ended June 30, 2003 from $7.1 million for the three months ended June 30,
2002, due primarily to increased sales of our safety products and turnaround
related services.
Cost of Revenues. Cost of revenues increased by $14.3 million, or
approximately 35.4%, to $54.7 million for the three months ended June 30, 2003
from $40.4 million for the three months ended June 30, 2002. As a percentage of
revenues, cost of revenues increased to 56.5% for the three months ended June
30, 2003 from 55.1% for the three months ended June 30, 2002. The increase in
cost of revenues as a percentage of revenues was due to the continued effects of
softness in pricing, increased insurance costs and our revenue mix, particularly
increases in our North American directional drilling revenues, a market which we
entered in late 2002.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $3.3 million, or approximately 22.4%, to
$18.0 million for the three months ended June 30, 2003 from $14.7 million for
the three months ended June 30, 2002. The increase was primarily attributable to
the addition of Boyd's and E.M. Hobbs, which were acquired after the second
quarter of 2002, increased personnel costs related to expansion efforts within
our coiled tubing and directional drilling business lines, as well as increased
corporate costs. As a percentage of revenues, selling, general and
administrative expenses decreased to 18.6% for the three months ended June 30,
2003 from 20.1% for the three months ended June 30, 2002.
Research and Development Expenses. Research and development expenses
increased by $0.5 million, or approximately 20.0%, to $3.0 million for the three
months ended June 30, 2003 from $2.5 million for the three months ended June 30,
2002. This increase was the result of increased research and development
spending on our PathFinder Energy Services, Inc. ("PathFinder") technologies.
Depreciation and Amortization. Depreciation and amortization increased by
$2.1 million, or approximately 27.6%, to $9.7 million for the three months ended
June 30, 2003 from $7.6 million for the three months ended June 30, 2002. This
increase was the result of depreciation associated with our continued capital
expenditures, as well as additional depreciation and amortization due to our
acquisitions.
Interest and Other Expense. Interest and other expense for the three
months ended June 30, 2003 was $2.0 million, an increase of $0.4 million, or
approximately 25.0%, from $1.6 million for the three months ended June 30, 2002.
This increase was primarily due to an overall increase in outstanding debt.
Net Income. Net income for the three months ended June 30, 2003 was $5.8
million, an increase of $1.8 million, or approximately 45.0%, from the $4.0
million reported for the three months ended June 30, 2002.
SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2002
Revenues. Revenues increased by $41.9 million, or approximately 28.0%, to
$191.5 million for the six months ended June 30, 2003 from $149.6 million for
the six months ended June 30, 2002. This increase was attributable to higher
demand for products and services, in each of our operating segments, as well as
the revenue contributions of Boyd's, which was acquired in August 2002, and E.M.
Hobbs, which was acquired in November 2002.
Revenues from our drilling related products and services increased by $12.4
million, or approximately 12.6%, to $111.2 million for the six months ended June
30, 2003 from $98.8 million for the six months ended June 30, 2002. This
increase was primarily attributable to the increase in activity levels in the
United States.
12
Revenues from our completion and workover related products and services
increased by $28.5 million, or approximately 78.1%, to $65.0 million for the six
months ended June 30, 2003 from $36.5 million for the six months ended June 30,
2002. This increase was the result of increases in capacity, increases in
activity levels, higher utilization of our coiled tubing and cased-hole wireline
fleet, and increased demand for our completion fluids, as well as the impact of
the acquisitions that we consummated after the second quarter of 2002 (Boyd's
and E.M. Hobbs).
Revenues from our maintenance and safety related products and services
increased by $1.0 million, or approximately 7.0%, to $15.3 million for the six
months ended June 30, 2003 from $14.3 million for the six months ended June 30,
2002, due primarily to increased sales of our safety products and turnaround
related services.
Cost of Revenues. Cost of revenues increased by $25.4 million, or
approximately 31.2%, to $106.9 million for the six months ended June 30, 2003
from $81.5 million for the six months ended June 30, 2002. As a percentage of
revenues, cost of revenues increased to 55.8% for the six months ended June 30,
2003 from 54.5% for the six months ended June 30, 2002. The increase in cost of
revenues as a percentage of revenues was due to the continued effects of
softness in pricing, increased insurance costs and our revenue mix, particularly
increases in our North American directional drilling revenues, a market which we
entered in late 2002.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $6.7 million, or approximately 22.0%, to
$37.2 million for the six months ended June 30, 2003 from $30.5 million for the
six months ended June 30, 2002. The increase was primarily attributable to the
addition of Boyd's and E.M. Hobbs, which were acquired after the second quarter
of 2002, increased personnel costs related to expansion efforts within our
coiled tubing and directional drilling business lines, as well as increased
corporate costs. As a percentage of revenues, selling, general and
administrative expenses decreased to 19.4% for the six months ended June 30,
2003 from 20.4% for the six months ended June 30, 2002.
Research and Development Expenses. Research and development expenses
increased by $1.1 million, or approximately 24.4%, to $5.6 million for the six
months ended June 30, 2003 from $4.5 million for the six months ended June 30,
2002. This increase was the result of increased research and development
spending on our PathFinder technologies.
Depreciation and Amortization. Depreciation and amortization increased by
$4.5 million, or approximately 30.8%, to $19.1 million for the six months ended
June 30, 2003 from $14.6 million for the six months ended June 30, 2002. This
increase was the result of depreciation associated with our continued capital
expenditures, as well as additional depreciation and amortization due to our
acquisitions.
Interest and Other Expense. Interest and other expense for the six months
ended June 30, 2003 was $3.8 million, an increase of $0.7 million, or
approximately 22.6%, from $3.1 million for the six months ended June 30, 2002.
This increase was primarily due to an overall increase in outstanding debt.
Net Income. Net income for the six months ended June 30, 2003 was $11.6
million, an increase of $2.1 million, or approximately 22.1%, from the $9.5
million reported for the six months ended June 30, 2002.
LIQUIDITY AND CAPITAL RESOURCES
Our primary uses for cash are working capital, capital expenditures,
acquisitions, and principal and interest payments on indebtedness 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 $84.5 million as of June 30, 2003 and $73.9 million as
of December 31, 2002. Net cash provided by operating activities was $19.1
million and $19.8 million for the six months ended June 30, 2003 and 2002,
respectively. The increase in working capital and decrease in cash flow from
operating activities are principally attributable to higher operating levels
resulting in more accounts receivable at June 30, 2003.
13
Net cash used in investing activities was $24.3 million and $21.7 million
for the six months ended June 30, 2003 and 2002, respectively. Net cash used in
investing activities was principally the result of capital expenditures, offset
by lost-in-hole proceeds.
Net cash provided by financing activities was $2.2 million for the six
months ended June 30, 2003. Net cash used in financing activities was $3.1
million for the six months ended June 30, 2002. Changes in financing activities
were primarily the result of borrowings and repayments under our credit
facility.
With the exception of operating leases on real property and automobiles, we
have no off-balance sheet debt or other off-balance sheet financing
arrangements. We have not entered into any derivative or other financial
instruments for trading or speculative purposes.
In the first quarter of 2003, we obtained an additional revolving loan
commitment of $10.0 million and a supplemental Term B loan of $5.0 million under
our existing credit facility. As so amended, our credit facility includes the
following features:
- a $40.0 million Term A loan facility that amortizes over five years,
matures on October 16, 2005 and requires that we make annual principal
repayments ranging from zero in the first year to $14.0 million in the
fifth year;
- an $85.0 million Term B loan facility that amortizes over six and
one-half years, matures on April 16, 2007 and requires that we make
annual principal repayments of $0.85 in each of the first six years with
the outstanding balance due on the maturity date; and
- a $55.0 million revolving loan facility that may be borrowed, prepaid and
reborrowed from time to time and matures on October 16, 2005.
At our option, amounts borrowed under the credit facility 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.
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 and limits the amount of
capital expenditures we may make, the amount of debt we may incur outside of the
credit facility, the amount of future investments and our ability to pay
dividends. At June 30, 2003, we were in compliance with these restrictive
covenants. As of June 30, 2003 and December 31, 2002, we had outstanding
borrowings under our credit facility of $146.4 million and $142.8 million,
respectively, of which $35.4 million and $32.4 million, respectively, were
outstanding under the revolving credit facility.
In connection with the CTS acquisition in 2001, 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, L.P. acquisition in 2002, we issued a
total of $1.8 million in promissory notes to the sellers as partial
consideration for the acquisition. The notes were paid in full on April 25,
2003.
14
For the six months ended June 30, 2003, we made capital expenditures of
$31.2 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 $5.6 million in research and
development expenses for the six months ended June 30, 2003. Management believes
that cash generated from operations, cash on-hand and amounts available under
our revolving credit facility 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.
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 have not entered into any
derivative or other financial instruments for trading or speculative purposes.
Our market risk could arise from changes in interest rates and foreign currency
exchange rates.
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 have increased our
interest expense by approximately $754,000 for the six months ended June 30,
2003.
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.
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
Our principal executive and financial officer carried out an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the fiscal quarter ended June 30, 2003. Based upon
that evaluation, our principal executive and financial officer concluded that
our disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in the reports we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms
and that our disclosure controls and procedures are effective to ensure that
information is accumulated and communicated to our management to allow timely
decisions regarding required disclosure. In connection with the evaluation, no
significant changes in our internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were
identified that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
15
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
One of our subsidiaries, Charles Holston, Inc., has been named as a
defendant in a case styled Bryson Adams, et al v. Environmental Purification
Advancement Corporation, No. 99-1998, which was filed in Federal District Court
for the Middle District of Louisiana. This lawsuit involves several hundred
plaintiffs alleging personal injury and property damage associated with oilfield
waste disposal practices over a 30-year period at a waste disposal facility
located near Bayou Sorrel, west of Plaquemine, Louisiana. The plaintiffs in
these cases are seeking unspecified amounts of general, special and exemplary
damages. This case is in the early stages of discovery and it is, thus, too
early for us to predict a likely outcome or our potential exposure.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On April 24, 2003, the Company issued 3,400 shares of Common Stock to John
Samuell, a former employee of the Company, in consideration for Mr. Samuell's
execution of a Separation Agreement with the Company. The issuance to Mr.
Samuell was not registered under the Securities Act of 1935, as amended,
pursuant to the provisions of Section 4(2) thereof.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2002 annual meeting of the shareholders of the Company was held on May
14, 2003. The purpose of the annual meeting was to elect directors to the
Company's Board of Directors and to ratify the appointment of
PricewaterhouseCoopers, L.L.P. as the Company's independent accountants for the
year ended December 31, 2003.
At the annual meeting, each of the Company's then current directors were
re-elected and John R. Brock was elected as a new director. The votes cast for
each nominee and the votes withheld were as follows:
FOR WITHHELD
---------- --------
Kenneth T. White, Jr. ...................................... 23,053,201 168,081
Jonathan F. Boucher......................................... 23,095,192 126,090
J. Jack Watson.............................................. 23,095,192 126,090
Christopher Mills........................................... 23,095,142 126,140
Robert H. Whilden, Jr. ..................................... 23,073,267 148,015
Milton L. Scott............................................. 23,095,192 126,090
John R. Brock............................................... 23,095,192 126,090
In addition, PricewaterhouseCoopers, L.L.P. was ratified as the Company's
independent accountants by a vote of 22,897,353 "For" and 323,529 "Against,"
with 400 "Abstain" votes.
ITEM 5. OTHER INFORMATION
Effective August 6, 2003 the Company's common stock began trading on the
New York Stock Exchange under the symbol WHQ.
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 Quarterly Report on Form 10-Q, and the contents of
such Exhibit Index are hereby incorporated herein by reference.
16
b. Reports on Form 8-K
On May 1, 2003, the Company filed a Current Report on Form 8-K pursuant to
which the Company furnished its earnings information for the quarter ended March
31, 2003.
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: August 14, 2003 By: /s/ JEFFREY L. TEPERA
-------------------------------------------------
Jeffrey L. Tepera
Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: August 14, 2003 By: /s/ ERNESTO BAUTISTA, III
-------------------------------------------------
Ernesto Bautista, III
Vice President and Corporate Controller
(Principal Accounting Officer)
18
EXHIBIT INDEX
NUMBER EXHIBIT TITLE
- ------ -------------
11.1 -- Computation of Per Share Earnings
31.1 -- Certification of Chief Executive Officer of W-H Energy
Services, Inc. pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 -- Certification of Chief Financial Officer of W-H Energy
Services, Inc. pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 -- Certification of Chief Executive Officer of W-H Energy
Services, Inc. pursuant 18 U.S.C. Section 1350
32.2 -- Certification of Chief Financial Officer of W-H Energy
Services, Inc. pursuant 18 U.S.C. Section 1350