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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, 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 November 7, 2003 there were outstanding 27,286,914 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, 2003
(unaudited) and December 31, 2002........................... 1
Consolidated Statements of Operations and Comprehensive
Income (unaudited) -- Three and nine months ended September
30, 2003 and 2002........................................... 2
Consolidated Statements of Cash Flows (unaudited) -- Nine
months ended September 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 5. Other Information........................................... 16
Item 6. Exhibits and Reports on Form 8-K............................ 16
Signatures........................................................... 17
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
W-H ENERGY SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
SEPTEMBER 30, DECEMBER 31,
2003 2002
------------- ------------
(UNAUDITED)
ASSETS
Current Assets:
Cash and cash equivalents................................. $ 29,437 $ 9,386
Accounts receivable, net of allowance of $5,815 and
$6,375, respectively................................... 89,085 75,793
Inventories............................................... 38,708 39,206
Deferred income taxes..................................... 5,493 6,809
Prepaid expenses and other................................ 5,296 2,515
-------- --------
Total current assets................................... 168,019 133,709
Property and equipment, net................................. 209,012 193,272
Goodwill and other intangibles, net......................... 101,829 102,533
Other assets, net........................................... 10,280 9,048
-------- --------
Total assets........................................... $489,140 $438,562
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable.......................................... $ 19,564 $ 22,896
Accrued liabilities....................................... 24,347 20,853
Current maturities of long-term debt...................... 6,050 14,300
Notes payable............................................. -- 1,750
-------- --------
Total current liabilities.............................. 49,961 59,799
Long-term debt, net of current maturities................... 168,063 133,005
Deferred income taxes....................................... 30,605 24,229
-------- --------
Total liabilities...................................... 248,629 217,033
-------- --------
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, 27,283,689 and 27,015,847 shares issued and
outstanding, respectively.............................. 3 3
Additional paid-in capital................................ 209,826 208,646
Deferred compensation..................................... (84) (387)
Other comprehensive income................................ 4,613 3,421
Retained earnings......................................... 26,153 9,846
-------- --------
Total shareholders' equity............................. 240,511 221,529
-------- --------
Total liabilities and shareholders' equity............. $489,140 $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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- -------------------------
2003 2002 2003 2002
------------ ------------ ----------- -----------
(UNAUDITED) (UNAUDITED)
Revenues................................. $ 104,354 $ 80,790 $ 295,833 $ 230,401
Costs and expenses:
Cost of revenues....................... 60,983 45,645 167,884 127,189
Selling, general and administrative.... 20,831 16,248 58,063 46,731
Research and development............... 2,828 2,739 8,396 7,207
Depreciation and amortization.......... 10,091 8,638 29,206 23,276
----------- ----------- ----------- -----------
Total costs and expenses............ 94,733 73,270 263,549 204,403
----------- ----------- ----------- -----------
Operating income.................... 9,621 7,520 32,284 25,998
Other (income) expense:
Interest expense, net.................. 2,022 1,763 5,781 4,678
Other (income) expense, net............ (9) 87 (12) 257
----------- ----------- ----------- -----------
Income before income taxes.......... 7,608 5,670 26,515 21,063
Provision for income taxes............. 2,929 2,183 10,208 8,109
----------- ----------- ----------- -----------
Net income.......................... $ 4,679 $ 3,487 $ 16,307 $ 12,954
=========== =========== =========== ===========
Comprehensive income:
Net income............................. $ 4,679 $ 3,487 $ 16,307 $ 12,954
Unrealized gain on marketable
securities, net of income
realization......................... -- -- -- (218)
Foreign currency translation
adjustment.......................... 382 1,052 1,192 3,947
----------- ----------- ----------- -----------
Comprehensive income................... $ 5,061 $ 4,539 $ 17,499 $ 16,683
=========== =========== =========== ===========
Earnings per share:
Basic.................................. $ 0.17 $ 0.13 $ 0.60 $ 0.50
Diluted................................ $ 0.17 $ 0.13 $ 0.58 $ 0.48
Number of shares used in calculation of
earnings per share:
Basic.................................. 27,231,746 26,563,146 27,138,373 26,152,426
Diluted................................ 28,025,390 27,515,283 27,909,487 27,196,648
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,
-------------------
2003 2002
-------- --------
(UNAUDITED)
Cash Flows from Operating Activities:
Net income................................................ $ 16,307 $ 12,954
Adjustments to reconcile net income to cash provided by
operating activities --
Depreciation and amortization.......................... 29,206 23,276
Gain on the sale of assets............................. (5,517) (7,206)
Deferred tax provision................................. 7,692 4,924
Amortization of deferred compensation.................. 303 303
Amortization of deferred financing costs............... 757 615
Tax benefit from employee stock option plan............ 699 2,941
Changes in operating assets and liabilities, excluding
effects of acquisitions --
(Increase) decrease in accounts receivable, net...... (14,085) 4,009
Decrease (increase) in inventories................... 143 (4,387)
Increase in prepaid expenses and other............... (2,803) (3,103)
Increase in other assets, net........................ (2,029) (295)
Increase (decrease) in accounts payable and accrued
liabilities......................................... 968 (11,300)
-------- --------
Net cash provided by operating activities......... 31,641 22,731
-------- --------
Cash Flows from Investing Activities:
Acquisition of business, net of cash acquired............. -- (20,820)
Additions to property and equipment....................... (48,197) (49,239)
Proceeds from the sale of marketable securities........... -- 12,772
Proceeds from sale of property and equipment.............. 9,813 9,659
-------- --------
Net cash used in investing activities............. (38,384) (47,628)
-------- --------
Cash Flows from Financing Activities:
Proceeds from the issuance of debt........................ 123,015 29,213
Payments on debt.......................................... (97,956) (12,187)
Proceeds from the exercise of stock options and stock
purchase warrants...................................... 481 1,020
-------- --------
Net cash provided by financing activities......... 25,540 18,046
-------- --------
Effect of exchange rate changes on cash..................... 1,254 2,698
Net increase (decrease) in Cash and Cash Equivalents........ 20,051 (4,153)
Cash and Cash Equivalents, beginning of period.............. 9,386 19,978
-------- --------
Cash and Cash Equivalents, end of period.................... $ 29,437 $ 15,825
======== ========
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 nine months ended September 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 ("SFAS") 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 W-H adopted on June 1, 2003, did not have a
material impact on W-H's consolidated financial statements.
The FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities," 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 SFAS 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,
which W-H adopted on July 1, 2003, did not have a material impact on W-H's
consolidated financial statements.
Effective January 1, 2003, W-H adopted SFAS 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 statements.
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 in issuing the guarantee. This interpretation applies to guarantees
issued or modified after December 31, 2002 and did not have a material impact on
W-H's consolidated financial statements.
4
W-H ENERGY SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 exclude dilution and are 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 are computed
considering the dilutive effect of stock options and warrants. For the three
months ended September 30, 2003 and 2002, additional shares of 793,644 and
952,137, 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 nine months ended September 30, 2003 and
2002, additional shares of 771,114 and 1,044,222, 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 September 30, 2003 and 2002, additional shares of 1,063,425
and 1,198,487, respectively, were excluded from the computation of earnings per
common share, because the inclusion of such shares would be anti-dilutive. For
the nine months ended September 30, 2003 and 2002, additional shares of
1,170,925 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. 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 credit facility. During the third quarter of 2003, W-H amended its credit
facility to, among other things, include a $70.0 million Term C loan. As so
amended, the credit facility consists of Term A, Term B and Term C loan
facilities in the amounts of $40.0 million, $85.0 million, and $70.0 million,
respectively, of which $17.0 million, $82.8 million and $69.8 million,
respectively, were outstanding as of September 30, 2003. The credit facility
also has a $55.0 million revolving loan facility of which none was outstanding
as of September 30, 2003.
The Term A loan facility matures on October 16, 2005 and requires annual
principal 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
annual principal payments of $0.85 million in each of the first six years with
the outstanding balance being due on the maturity date. The Term C Loan facility
matures on April 16, 2007 and requires annual principal payments of $0.8 million
in each of the first three 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 (i)
1.75% to 3.00% in the case of a LIBOR based loan under the revolving loan
facility or the Term A loan facility, (ii) 3.25% in the case of a LIBOR based
loan under the Term B loan facility and (iii) 3.00% in the case of a LIBOR based
loan under the Term C loan facility. For alternate base rate loans, the
applicable margin ranges from (i) 0.75% to 2.00% under the revolving loan
facility and the Term A loan facility, (ii) 2.25% under the Term B loan facility
and (iii) 2.00% under the Term C 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. As of September 30, 2003, W-H was in compliance with these
restrictive covenants.
5
W-H ENERGY SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The credit facility is secured by a lien on substantially 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 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 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.
4. STOCK OPTIONS
A summary of W-H's stock options as of September 30, 2003 and December 31,
2002 is as follows:
WEIGHTED AVERAGE
NUMBER OF EXERCISE PRICE
OPTIONS PER SHARE
---------- ----------------
Outstanding December 31, 2002............................. 3,256,824 $12.21
Granted................................................... 492,500 18.55
Exercised/exchanged....................................... (81,155) 5.92
Expired/canceled.......................................... (27,361) 17.73
---------
Outstanding September 30, 2003............................ 3,640,808 13.18
---------
Exercisable at September 30, 2003......................... 2,203,233 $ 9.16
---------
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 rate of 3.94%; dividend rates
of zero; weighted average expected life of 6.63 years and expected volatility of
56.08%. The 3,640,808 options outstanding as of September 30, 2003 have a
remaining weighted average contractual life of 7.5 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 accounted for using the fair value method, net income and diluted
net income per share for the three and nine months ended September 30, 2003 and
2002, respectively, would have been reduced to the following pro forma amounts:
THREE MONTHS ENDED NINE MONTHS ENDED
----------------------------- -----------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Net income --
As reported..................... $4,679 $3,487 $16,307 $12,954
Pro forma....................... 3,988 2,846 14,235 11,031
Diluted net income per share --
As reported..................... $ 0.17 $ 0.13 $ 0.58 $ 0.48
Pro forma....................... 0.14 0.10 0.51 0.41
5. SEGMENTS
Management has elected to organize its business unit segments based on the
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: (i) drilling related products and services, (ii)
completion and workover related products and services and (iii) 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 includes 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.
7
W-H ENERGY SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
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 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, 2003 (unaudited):
MAINTENANCE
DRILLING COMPLETION AND SAFETY OTHER TOTAL
-------- ---------- ----------- ------- --------
Revenues....................... $ 65,803 $ 30,601 $ 7,950 $ -- $104,354
Operating income............... 7,093 4,934 167 (2,573) 9,621
Depreciation and
amortization................. 5,898 3,054 1,027 112 10,091
Total assets................... 257,074 171,116 30,308 30,642 489,140
Capital expenditures........... 9,423 6,715 879 8 17,025
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............... 6,754 3,275 (646) (1,863) 7,520
Depreciation and
amortization................. 5,285 2,375 912 66 8,638
Total assets................... 237,205 138,545 28,041 19,440 423,231
Capital expenditures........... 10,325 4,815 809 105 16,054
As of and for the nine months ended September 30, 2003 (unaudited):
MAINTENANCE
DRILLING COMPLETION AND SAFETY OTHER TOTAL
-------- ---------- ----------- ------- --------
Revenues....................... $177,026 $ 95,562 $23,245 $ -- $295,833
Operating income............... 19,248 19,858 188 (7,010) 32,284
Depreciation and
amortization................. 16,938 9,010 3,010 248 29,206
Total assets................... 257,074 171,116 30,308 30,642 489,140
Capital expenditures........... 28,231 17,523 2,319 124 48,197
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............... 20,708 10,021 492 (5,223) 25,998
Depreciation and
amortization................. 14,491 6,038 2,565 182 23,276
Total assets................... 237,205 138,545 28,041 19,440 423,231
Capital expenditures........... 29,478 15,109 4,417 235 49,239
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 NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
-------------------- -------------------
2003 2002 2003 2002
--------- -------- -------- --------
United States............................... $ 85,286 $66,162 $251,099 $186,873
North Sea................................... 13,135 9,071 27,988 25,774
Other....................................... 5,933 5,557 16,746 17,754
-------- ------- -------- --------
Total..................................... $104,354 $80,790 $295,833 $230,401
======== ======= ======== ========
OPERATING INCOME
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
--------------------- -------------------
2003 2002 2003 2002
-------- -------- ------- -------
United States................................. $7,140 $5,025 $27,302 $16,154
North Sea..................................... 1,802 1,254 2,442 5,263
Other......................................... 679 1,241 2,540 4,581
------ ------ ------- -------
Total....................................... $9,621 $7,520 $32,284 $25,998
====== ====== ======= =======
LONG-LIVED ASSETS
SEPTEMBER 30, DECEMBER 31,
2003 2002
------------- ------------
United States............................................... $296,567 $277,827
North Sea................................................... 17,984 20,988
Other....................................................... 6,570 6,038
-------- --------
Total..................................................... $321,121 $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, loss
of 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, as well as 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 (i) drilling
related products and services, (ii) completion and workover related products and
services and (iii) 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 60% of our consolidated revenues for the first nine
months of 2003. Approximately 25% of our drilling segment revenues for the first
nine months of 2003 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 nine months of
2003, but remained 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 nine months ended September 30, 2003 was
10
1,156, 830 and 1,007, respectively. Of these figures, land rigs comprised 1,003,
717 and 898, 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 offshore drilling activity 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 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 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 46 in September 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 32% of our consolidated revenues for the first nine months of
2003. Revenues provided by the completion and workover segment are almost
entirely 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 the operations of this segment.
MAINTENANCE AND SAFETY RELATED PRODUCTS AND SERVICES
Our maintenance and safety segment provided approximately 8% of our
consolidated revenues for the first nine months of 2003 and is focused 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 SEPTEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2002
Revenues. Revenues increased by $23.6 million, or approximately 29.2%, to
$104.4 million for the three months ended September 30, 2003 from $80.8 million
for the three months ended September 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.
Drilling related products and services revenues increased by $12.1 million,
or approximately 22.5%, to $65.8 million for the three months ended September
30, 2003 from $53.7 million for the three months ended September 30, 2002. This
increase was primarily attributable to the increase in land drilling activity
levels in the United States.
11
Completion and workover related products and services revenues increased by
$9.6 million, or approximately 45.7%, to $30.6 million for the three months
ended September 30, 2003 from $21.0 million for the three months ended September
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 Boyd's and E.M. Hobbs acquisitions.
Maintenance and safety related products and services revenues increased by
$1.9 million, or approximately 31.1%, to $8.0 million for the three months ended
September 30, 2003 from $6.1 million for the three months ended September 30,
2002, due primarily to increased sales of our safety products and turnaround
related services.
Cost of Revenues. Cost of revenues increased by $15.4 million, or
approximately 33.8%, to $61.0 million for the three months ended September 30,
2003 from $45.6 million for the three months ended September 30, 2002. As a
percentage of revenues, cost of revenues increased to 58.4% for the three months
ended September 30, 2003 from 56.4% for the three months ended September 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 the
greater contribution to our consolidated revenues from lower margin products and
services.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $4.6 million, or approximately 28.4%, to
$20.8 million for the three months ended September 30, 2003 from $16.2 million
for the three months ended September 30, 2002. The increase was primarily
attributable to the addition of Boyd's and E.M. Hobbs, which were acquired
during the second half of 2002, increased personnel costs related to expansion
efforts within our coiled tubing and directional drilling business lines, as
well as increased corporate costs incurred in direct response to the
Sarbanes-Oxley Act requirements. As a percentage of revenues, selling, general
and administrative expenses decreased to 19.9% for the three months ended
September 30, 2003 from 20.0% for the three months ended September 30, 2002.
Research and Development Expenses. Research and development expenses
increased by $0.1 million, or approximately 3.7%, to $2.8 million for the three
months ended September 30, 2003 from $2.7 million for the three months ended
September 30, 2002. This increase was the result of continued research and
development spending on our PathFinder Energy Services, Inc. ("PathFinder")
technologies.
Depreciation and Amortization. Depreciation and amortization increased by
$1.5 million, or approximately 17.4%, to $10.1 million for the three months
ended September 30, 2003 from $8.6 million for the three months ended September
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 September 30, 2003 was $2.0 million, an increase of $0.1 million,
or approximately 5.3%, from $1.9 million for the three months ended September
30, 2002. This increase was primarily due to the increase in the amounts
outstanding under our credit facility.
Net Income. Net income for the three months ended September 30, 2003 was
$4.7 million, an increase of $1.2 million, or approximately 34.3%, from the $3.5
million reported for the three months ended September 30, 2002.
NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2002
Revenues. Revenues increased by $65.4 million, or approximately 28.4%, to
$295.8 million for the nine months ended September 30, 2003 from $230.4 million
for the nine months ended September 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.
Drilling related products and services revenues increased by $24.5 million,
or approximately 16.1%, to $177.0 million for the nine months ended September
30, 2003 from $152.5 million for the nine months ended
12
September 30, 2002. This increase was primarily attributable to the increase in
land drilling activity levels in the United States.
Completion and workover related products and services revenues increased by
$38.1 million, or approximately 66.3%, to $95.6 million for the nine months
ended September 30, 2003 from $57.5 million for the nine months ended September
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 Boyd's and E.M. Hobbs acquisitions.
Maintenance and safety related products and services revenues increased by
$2.9 million, or approximately 14.3%, to $23.2 million for the nine months ended
September 30, 2003 from $20.3 million for the nine months ended September 30,
2002, due primarily to increased sales of our safety products and turnaround
related services.
Cost of Revenues. Cost of revenues increased by $40.7 million, or
approximately 32.0%, to $167.9 million for the nine months ended September 30,
2003 from $127.2 million for the nine months ended September 30, 2002. As a
percentage of revenues, cost of revenues increased to 56.8% for the nine months
ended September 30, 2003 from 55.2% for the nine months ended September 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 the
greater contribution to our consolidated revenues from lower margin products and
services.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $11.4 million, or approximately 24.4%, to
$58.1 million for the nine months ended September 30, 2003 from $46.7 million
for the nine months ended September 30, 2002. The increase was primarily
attributable to the addition of Boyd's and E.M. Hobbs, which were acquired
during the second half of 2002, increased personnel costs related to expansion
efforts within our coiled tubing and directional drilling business lines, as
well as increased corporate costs incurred in direct response to the
Sarbanes-Oxley Act requirements. As a percentage of revenues, selling, general
and administrative expenses decreased to 19.6% for the nine months ended
September 30, 2003 from 20.3% for the nine months ended September 30, 2002.
Research and Development Expenses. Research and development expenses
increased by $1.2 million, or approximately 16.7%, to $8.4 million for the nine
months ended September 30, 2003 from $7.2 million for the nine months ended
September 30, 2002. This increase was the result of continued research and
development spending on our PathFinder technologies.
Depreciation and Amortization. Depreciation and amortization increased by
$5.9 million, or approximately 25.3%, to $29.2 million for the nine months ended
September 30, 2003 from $23.3 million for the nine months ended September 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 nine months
ended September 30, 2003 was $5.8 million, an increase of $0.9 million, or
approximately 18.4%, from $4.9 million for the nine months ended September 30,
2002. This increase was primarily due to the increase in the amounts outstanding
under our credit facility.
Net Income. Net income for the nine months ended September 30, 2003 was
$16.3 million, an increase of $3.3 million, or approximately 25.4%, from the
$13.0 million reported for the nine months ended September 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.
13
Working capital was $118.1 million as of September 30, 2003 and $73.9
million as of December 31, 2002. Net cash provided by operating activities was
$31.6 million and $22.7 million for the nine months ended September 30, 2003 and
2002, respectively. The increase in working capital was due to an increase in
cash associated with the amendment to our credit facility. The increase in cash
flow from operating activities was principally attributable to higher operating
levels across all business segments.
Net cash used in investing activities was $38.4 million and $47.6 million
for the nine months ended September 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 $25.5 million and $18.0
million for the nine months ended September 30, 2003 and 2002, respectively.
Changes in net cash provided by financing activities were primarily the result
of borrowings and repayments under our credit facility, including those
associated with our August 2003 amendment.
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 credit facility. During the third quarter of 2003 we amended our credit
facility to, among other things, include a $70.0 million Term C loan. As so
amended, our credit facility includes the following features:
- a $40.0 million Term A loan facility, of which $17.0 million was
outstanding as of September 30, 2003, 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, of which $82.8 million was
outstanding as of September 30, 2003, that amortizes over six and
one-half years, matures on April 16, 2007 and requires that we make
annual principal repayments of $0.85 million in each of the first six
years with the outstanding balance due on the maturity date;
- a $70.0 million Term C loan facility, of which $69.8 million was
outstanding as of September 30, 2003, that amortizes over three and
one-half years, matures on April 16, 2007 and requires that we make
annual principal payments of $0.8 million in each of the first three
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 (i) 1.75% to 3.00% in the case of a LIBOR based loan under the revolving
loan facility or the Term A loan facility, (ii) 3.25% in the case of a LIBOR
based loan under the Term B loan facility and (iii) 3.00% in the case of a LIBOR
based loan under the Term C loan facility. For alternate base rate loans, the
applicable margin ranges from (i) 0.75% to 2.00% under the revolving loan
facility and the Term A loan facility, (ii) 2.25% under the Term B loan facility
and (iii) 2.00% under the Term C 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 substantially 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. As of September 30, 2003, we were in compliance with
these restrictive covenants. As of September 30, 2003 and December 31, 2002, we
had outstanding borrowings under our credit facility of $169.6 million and
$142.8 million, respectively. As of
14
September 30, 2003 and December 31, 2002, we had zero and $32.4 million,
respectively, outstanding under our revolving credit facility.
In 2001, we issued $4.5 million in convertible subordinated notes (the
"Notes") to eight individuals (the "Sellers") as partial consideration for the
acquisition of Coil Tubing Services, L.L.C. 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.
For the nine months ended September 30, 2003, we made capital expenditures
of $48.2 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 $8.4 million in
research and development expenses for the nine months ended September 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 $1.3 million for the nine months ended
September 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 unlikely to be 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, the level of exploration,
development and production activity of, and the corresponding capital spending
by, our customers, 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 officers 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 September 30, 2003. Based
upon that evaluation, our principal executive and financial officers 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 Securities Exchange Act of 1934, as amended (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 controls over financial reporting.
15
PART II
OTHER INFORMATION
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 page
hereto are filed with this Quarterly 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 July 29, 2003, the Company filed a Current Report on Form 8-K pursuant
to which the Company announced its filing of an application to list its shares
of common stock on the New York Stock Exchange.
On July 31, 2003, the Company filed a Current Report on Form 8-K pursuant
to which the Company furnished its earnings information for the quarter ended
June 30, 2003.
16
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, 2003
By: /s/ JEFFREY L. TEPERA
------------------------------------
Jeffrey L. Tepera
Vice President and Chief Financial
Officer
(Principal Financial Officer)
Date: November 13, 2003
By: /s/ ERNESTO BAUTISTA, III
------------------------------------
Ernesto Bautista, III
Vice President and Corporate
Controller
(Principal Accounting Officer)
17
EXHIBIT INDEX
NUMBER EXHIBIT TITLE
- ------ -------------
10.1 -- Employment Agreement of Kenneth T. White, Jr., dated October
30, 2003
10.8(a) -- First Amendment to Amended and Restated Credit Agreement
dated as of August 26, 2003, among the Company, various
financial institutions, as lenders, Credit Suisse First
Boston, as syndication agent, Bank One, N.A., as
documentation agent and Wells Fargo Bank Texas, N.A., as
administrative agent
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