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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 March 31, 2004
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 1-16337
OIL STATES INTERNATIONAL, INC.
-----------------------
(Exact name of registrant as specified in its charter)
Delaware 76-0476605
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Three Allen Center, 333 Clay Street, Suite 3460, 77002
Houston, Texas ----------
- ------------------------------------------------ (Zip Code)
(Address of principal executive offices)
(713) 652-0582
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
None
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b - 2 of the Exchange Act).
YES [X] NO [ ]
The Registrant had 49,240,879 shares of common stock outstanding
as of April 30, 2004.
1
OIL STATES INTERNATIONAL, INC.
INDEX
Part I -- FINANCIAL INFORMATION PAGE NO.
--------
Item 1. Financial Statements:
Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Statements of Income for the Three Months
Ended March 31, 2004 and 2003 3
Consolidated Balance Sheets - March 31, 2004 (unaudited) and December 31, 2003 4
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2004 and 2003 5
Notes to Unaudited Condensed Consolidated Financial Statements 6 - 10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 - 17
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
Item 4. Controls and Procedures 18
Part II -- OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Changes in Securities and Use of Proceeds 19
Item 3. Default Upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 19
(a) Index of Exhibits 19 - 21
(b) Report on Form 8-K 21
Signature Page and Certifications 22 - 26
2
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
THREE MONTHS ENDED
----------------------
MARCH 31,
----------------------
2004 2003
--------- --------
Revenues............................................ $ 204,190 $185,577
Costs and expenses:
Cost of sales...................................... 161,297 144,968
Selling, general and administrative expenses....... 14,691 13,753
Depreciation and amortization expense.............. 8,572 6,458
Other operating expense ........................... 532 52
--------- --------
185,092 165,231
--------- --------
Operating income..................................... 19,098 20,346
Interest income...................................... 81 70
Interest expense..................................... (1,647) (1,691)
Other income ........................................ 145 105
--------- --------
Income before income taxes........................... 17,677 18,830
Income tax expense................................... (1,520) (5,461)
--------- --------
Net income.......................................... $ 16,157 $ 13,369
========= ========
Earnings per share:
Basic............................................. $ 0.33 $ 0.28
Diluted........................................... $ 0.32 $ 0.27
Weighted average number of common shares outstanding:
Basic.............................................. 49,129 48,463
Diluted............................................ 49,754 49,099
The accompanying notes are an integral part of
these financial statements.
3
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
MARCH 31, DECEMBER 31,
2004 2003
----------- -----------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents............................... $ 20,665 $ 19,318
Accounts receivable, net................................ 159,004 137,484
Inventories, net........................................ 123,147 121,319
Prepaid expenses and other current assets............... 8,811 9,956
----------- ------------
Total current assets.................................. 311,627 288,077
Property, plant, and equipment, net....................... 201,593 194,136
Goodwill, net............................................. 250,374 224,054
Other intangible assets, net.............................. 7,222 5,870
Other noncurrent assets................................... 5,050 5,049
----------- ------------
Total assets......................................... $ 775,866 $ 717,186
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities................ $ 88,436 $ 89,243
Income taxes............................................ 5,142 3,020
Current portion of long-term debt....................... 853 873
Deferred revenue........................................ 8,394 4,784
Other current liabilities............................... 2,758 937
----------- ------------
Total current liabilities............................ 105,583 98,857
Long-term debt.......................................... 174,406 136,246
Deferred income taxes................................... 16,313 19,411
Postretirement healthcare benefits...................... 2,594 2,662
Other liabilities....................................... 5,024 4,899
----------- ------------
Total liabilities.................................... 303,920 262,075
Stockholders' equity:
Common stock............................................ 492 492
Additional paid-in capital.............................. 334,244 333,855
Retained earnings....................................... 124,975 108,818
Accumulated other comprehensive income ................. 12,565 12,289
Treasury stock.......................................... (330) (343)
----------- ------------
Total stockholders' equity........................... 471,946 455,111
----------- ------------
Total liabilities and stockholders' equity........... $ 775,866 $ 717,186
=========== ============
The accompanying notes are an integral part of
these financial statements.
4
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
THREE MONTHS ENDED MARCH 31,
------------------------------
2004 2003
---------- --------
Cash flows from operating activities:
Net income...................................................... $ 16,157 $ 13,369
Adjustments to reconcile net income to net cash from
operating activities:
Provision for loss on accounts receivable..................... 139 159
Depreciation and amortization................................. 8,572 6,458
Deferred income tax provision (benefit)....................... (5,108) 178
Other, net.................................................... 395 206
Changes in working capital.................................... (15,016) (19,064)
---------- --------
Net cash flows provided by operating activities............. 5,139 1,306
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired................ (32,916) (236)
Capital expenditures............................................ (8,896) (5,689)
Proceeds from sale of equipment................................. 218 202
Other, net...................................................... 7 -
---------- --------
Net cash flows used in investing activities................. (41,587) (5,723)
Cash flows from financing activities:
Revolving credit borrowings (repayments)........................ 38,030 (147)
Debt repayments................................................. (208) (252)
Issuance of common stock........................................ 471 259
Other, net...................................................... (164) (394)
---------- --------
Net cash flows provided by (used in) financing activities... 38,129 (534)
Effect of exchange rate changes on cash........................... (144) 488
---------- --------
Net increase (decrease) in cash and cash equivalents from
continuing operations............................................ 1,537 (4,463)
Net cash used in discontinued operations.......................... (190) (44)
Cash and cash equivalents, beginning of period.................... 19,318 11,118
---------- --------
Cash and cash equivalents, end of period.......................... $ 20,665 $ 6,611
========== ========
The accompanying notes are an integral part of these
consolidated financial statements.
5
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION
The accompanying unaudited consolidated financials statements of the
Company and its wholly-owned subsidiaries have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission pertaining to
interim financial information. Certain information in footnote disclosures
normally included in financial statements prepared in accordance with U.S.
generally accepted accounting principles have been condensed or omitted pursuant
to these rules and regulations. The unaudited financial statements included in
this report reflect all the adjustments, consisting of normal recurring
adjustments, which the Company considers necessary for a fair presentation of
the results of operations for the interim periods covered and for the financial
condition of the Company at the date of the interim balance sheet. Results for
the interim periods are not necessarily indicative of results for the year.
Preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosed amounts of contingent assets and liabilities and the reported amounts
of revenues and expenses. If the underlying estimates and assumptions, upon
which the financial statements are based, change in future periods, actual
amounts may differ from those included in the accompanying consolidated
condensed financial statements.
The Company's shares outstanding include all shares issuable upon the
exercise of exchangeable shares of one of the Company's Canadian subsidiaries.
The calculation of diluted earnings per share include the effect of the
Company's outstanding stock options determined under the treasury stock method.
From time to time, new accounting pronouncements are issued by the
Financial Accounting Standards Board (the "FASB") which are adopted by the
Company as of the specified effective date. Unless otherwise discussed,
management believes the impact of recently issued standards, which are not yet
effective, will not have a material impact on the Company's consolidated
financial statements upon adoption.
The financial statements included in this report should be read in
conjunction with the Company's audited financial statements and accompanying
notes included in its Annual Report on Form 10-K for the year ended December 31,
2003.
6
2. DETAILS OF SELECTED BALANCE SHEET ACCOUNTS
Additional information regarding selected balance sheet accounts is
presented below (in thousands):
MARCH 31, DECEMBER 31,
2004 2003
--------- ------------
Accounts receivable, net:
Trade............................................................... $ 132,287 $ 113,003
Unbilled revenue.................................................... 26,967 24,018
Other............................................................... 1,729 2,484
Allowance for doubtful accounts..................................... (1,979) (2,021)
--------- ------------
$ 159,004 $ 137,484
========= ============
MARCH 31, DECEMBER 31,
2004 2003
--------- ------------
Inventories, net:
Tubular goods....................................................... $ 59,758 $ 65,026
Other finished goods and purchased products......................... 25,780 26,286
Work in process..................................................... 26,003 20,117
Raw materials....................................................... 17,031 15,169
--------- ------------
Total inventories................................................... 128,572 126,598
Inventory reserves.................................................. (5,425) (5,279)
--------- ------------
$ 123,147 $ 121,319
========= ============
ESTIMATED MARCH 31, DECEMBER 31,
USEFUL LIFE 2004 2003
----------- --------- ------------
Property, plant and equipment, net:
Land.................................................... $ 5,218 $ 5,264
Buildings and leasehold improvements.................... 2-40 years 44,050 43,784
Machinery and equipment................................. 2-20 years 203,850 198,677
Rental tools............................................ 3-10 years 48,555 40,960
Office furniture and equipment.......................... 1-10 years 15,067 14,676
Vehicles................................................ 2-5 years 9,131 8,521
Construction in progress................................ 6,605 5,712
--------- ------------
Total property, plant and equipment..................... 332,476 317,594
Less: Accumulated depreciation.......................... (130,883) (123,458)
-------- ------------
$ 201,593 $ 194,136
========= ============
MARCH 31, DECEMBER 31,
2004 2003
--------- ------------
Accounts payable and accrued liabilities:
Trade accounts payable....................................... $ 62,005 $ 59,423
Accrued compensation......................................... 7,901 12,572
Accrued insurance............................................ 4,032 3,518
Accrued taxes, other than income taxes....................... 2,771 2,028
Reserves related to discontinued operations.................. 4,595 4,785
Other........................................................ 7,132 6,917
--------- ------------
$ 88,436 $ 89,243
========= ============
7
Changes in the carrying amount of goodwill for the three month period
ended March 31, 2004 are as follows (in thousands):
OFFSHORE WELLSITE TUBULAR
PRODUCTS SERVICES SERVICES TOTAL
--------- -------- ----------- ----------
Balance as of January 1, 2004............. $ 74,800 $ 99,675 $ 49,579 $ 224,054
Goodwill acquired ........................ - 26,415 - 26,415
Foreign currency translation and other
changes................................ 194 (289) - (95)
--------- -------- ----------- ----------
Balance as of March 31, 2004.............. $ 74,994 $125,801 $ 49,579 $ 250,374
========= ======== =========== ==========
3. SEGMENT AND RELATED INFORMATION
In accordance with SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," the Company has identified the following
reportable segments: Offshore Products, Wellsite Services and Tubular Services.
The Company's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technology and marketing strategies. Most of the
businesses were acquired as a unit, and the management at the time of the
acquisition was retained. Results of our Canadian well site services business
related to the provision of work force accommodations, catering and logistics
services are seasonal with significant activity occurring in the peak winter
drilling season.
Financial information by industry segment for each of the three months
period ended March 31, 2004 and 2003 is summarized in the following table (in
thousands):
OFFSHORE WELLSITE TUBULAR CORPORATE AND
PRODUCTS SERVICES SERVICES ELIMINATIONS TOTAL
-------- --------- -------- ------------- ----------
Three months ended March 31, 2004
Revenues from unaffiliated
customers....................... $ 41,888 $ 96,140 $ 66,162 $ - $ 204,190
======== ========= ======== ============= ==========
Depreciation and amortization.... 2,248 6,151 157 16 8,572
======== ========= ======== ============= ==========
Operating income (loss).......... (798) 17,520 3,767 (1,391) 19,098
======== ========= ======== ============= ==========
Capital expenditures............. 1,071 7,724 101 - 8,896
======== ========= ======== ============= ==========
Total assets..................... 256,435 371,888 136,285 11,258 775,866
======== ========= ======== ============= ==========
Three months ended March 31, 2003
Revenues from unaffiliated
customers....................... $ 57,588 $ 78,838 $ 49,151 $ - $ 185,577
======== ========= ======== ============= ==========
Depreciation and amortization.... 1,833 4,453 159 13 6,458
======== ========= ======== ============= ==========
Operating income (loss).......... 5,627 15,080 959 (1,320) 20,346
======== ========= ======== ============= ==========
Capital expenditures............. 617 4,962 110 - 5,689
======== ========= ======== ============= ==========
Total assets..................... 236,873 282,980 137,795 10,136 667,784
======== ========= ======== ============= ==========
4. COMPREHENSIVE INCOME AND CHANGES IN COMMON STOCK OUTSTANDING:
Comprehensive income for the three months ended March 31, 2004 and 2003
was as follows (in thousands):
THREE MONTHS
ENDED MARCH 31,
-----------------------
2004 2003
----------- ---------
Comprehensive income:
Net income................... $ 16,157 $ 13,369
Cumulative translation 276 3,678
----------- ---------
adjustment......................
Total comprehensive income... $ 16,433 $ 17,047
=========== =========
Shares of common stock outstanding - January 1, 2004.... 49,161,599
Shares issued upon exercise of stock options......... 53,780
Repurchase of shares which were cancelled............ (10,000)
----------
Shares of common stock outstanding - March 31, 2004..... 49,205,379
==========
8
5. STOCK-BASED COMPENSATION
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock
Based Compensation -- Transition and Disclosure." The Company has adopted the
disclosure requirements of SFAS No. 148 and has elected to record employee
compensation expense utilizing the intrinsic value method permitted under
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees."
The Company accounts for its employee stock-based compensation plan under
APB Opinion No. 25 and its related interpretations. Accordingly, any deferred
compensation expense would be recorded for stock options based on the excess of
the market value of the common stock on the date the options were granted over
the aggregate exercise price of the options. This deferred compensation would be
amortized over the vesting period of each option. The Company is authorized to
grant common stock based awards covering 5,700,000 shares of common stock under
the 2001 Equity Participation Plan, as amended and restated (the Stock Option
Plan), to employees, consultants and directors with amounts, exercise prices and
vesting schedules determined by the compensation committee of the Company's
Board of Directors. Since February 2001, all option grants have been priced at
the closing price on the day of grant, vest 25% per year and have a life ranging
from six to ten years. Because the exercise price of options granted under the
Stock Option Plan have been equal to or greater than the market price of the
Company's stock on the date of grant, no compensation expense related to this
plan has been recorded. Had compensation expense for its Stock Option Plan been
determined consistent with SFAS No. 123 utilizing the fair value method, the
Company's net income and earnings per share at March 31, 2004 and 2003, would
have been as follows (in thousands, except per share amounts):
THREE MONTHS ENDED
MARCH 31,
------------------------
2004 2003
Net income as reported............................. $16,157 $ 13,369
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related
tax effects ..................................... (788) (499)
------- ---------
Pro forma net income............................... $15,369 $ 12,870
======= =========
Net income per share as reported:
Basic............................................ $ 0.33 $ 0.28
Diluted.......................................... 0.32 0.27
Pro forma net income per share as if fair value
method had been applied to all awards:
Basic............................................ $ 0.31 $ 0.27
Diluted.......................................... 0.31 0.26
6 INCOME TAXES
Our primary deferred tax asset, which totaled approximately $22.1 million
at December 31, 2003, is related to $63.2 million in federal net operating loss
carryforwards, or NOLs, as of that date. A valuation allowance of approximately
$12 million was provided against the deferred tax asset associated with our NOLs
at December 31, 2003. The NOLs will expire in varying amounts during the years
2008 through 2020 if they are not first used to offset taxable income generated
by the Company. The Company's ability to utilize a significant portion of the
NOLs is currently limited under Section 382 of the Internal Revenue Code due to
a change of control that occurred during 1995. A successive change in control
was triggered in 2003 pursuant to Section 382; however it did not significantly
change the Company's NOL utilization expectations.
The Company's income tax provision for the three months ended March 31,
2004 totaled $1.5 million, or 8.6% of pretax income. Included in the first
quarter provision is a $5.4 million income tax benefit related to the partial
reversal of the $12 million valuation allowance applied against NOLs which were
recorded as of the prior year end, leaving a remaining valuation allowance of
$6.6 million at March 31, 2004. Based upon the positive earnings that the
Company has generated for both financial and tax reporting purposes during the
three-year period since its formation, the Company believes that it will more
likely than not generate sufficient taxable income in future years to realize
the benefit of all but $6.6 million of the deferred tax asset associated with
these net operating losses. Following the recognition of the $5.4 million income
tax benefit during the quarter, the Company has recognized the associated income
tax benefit, on a cumulative basis, of approximately $44.2 million of its $63.2
million of available federal net operating loss carryforwards.
9
We currently estimate that our effective tax rate for the full year 2004
will approximate 30.0%. Our actual effective tax rate could differ materially
from this estimate, which is subject to a number of uncertainties, including
future taxable income projections, the amount of income attributable to domestic
versus foreign sources, the amount of capital expenditures and any changes in
applicable tax laws and regulations. Based upon the loss limitation provisions
of Section 382, we should be able to utilize approximately $29 million of our
NOLs to offset taxable income generated by the Company during the tax year ended
December 31, 2004.
7. POSTRETIREMENT HEALTHCARE AND OTHER INSURANCE BENEFITS
The Company provides healthcare and other insurance benefits for
approximately 360 eligible retired employees and dependent spouses. This plan is
no longer available to current employees. The healthcare plans are contributory
and contain other cost-sharing features such as deductibles, lifetime maximums,
and co-payment requirements. The net periodic benefit cost, including the
components therein, are not material.
8. COMMITMENTS AND CONTINGENCIES
We are a party to various pending or threatened claims, lawsuits and
administrative proceedings seeking damages or other remedies concerning our
commercial operations, products, employees and other matters, including
occasional claims by individuals alleging exposure to hazardous materials as a
result of our products or operations. Some of these claims relate to matters
occurring prior to our acquisition of businesses, and some relate to businesses
we have sold. In certain cases, we are entitled to indemnification from the
sellers of businesses and in other cases, we have indemnified the buyers of
businesses from us. Although we can give no assurance about the outcome of
pending legal and administrative proceedings and the effect such outcomes may
have on us, we believe that any ultimate liability resulting from the outcome of
such proceedings, to the extent not otherwise provided for or covered by
insurance, will not have a material adverse effect on our consolidated financial
position, results of operations or liquidity.
10
This quarterly report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Exchange Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Actual results could differ
materially from those projected in the forward-looking statements as a result of
a number of important factors. For a discussion of important factors that could
affect our results, please refer to "Item 1. Business" including the risk
factors discussed therein and the financial statement line item discussions set
forth in "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations" included in our Form 10-K Annual Report for the year
ended December 31, 2003 filed with the Securities and Exchange Commission on
March 5, 2004 and Item 2., which follows.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
You should read the following discussion and analysis together with our
financial statements and the notes to those statements included elsewhere in
this Quarterly Report on Form 10-Q.
This discussion contains forward-looking statements based on our current
expectations, assumptions, estimates and projections about us and our industry.
These forward-looking statements involve risks and uncertainties. Our actual
results could differ materially from those indicated in these forward-looking
statements as a result of certain factors, as more fully described under
"Cautionary Statement Regarding Forward-Looking Statements" in our Annual Report
on Form 10-K for the year ended December 31, 2003 filed with the Securities and
Exchange Commission on March 5, 2004. Except to the extent required by law, we
undertake no obligation to update publicly any forward-looking statements, even
if new information becomes available or other events occur in the future.
CRITICAL ACCOUNTING POLICIES
In our selection of critical accounting policies, our objective is to
properly reflect our financial position and results of operations in each
reporting period in a manner that will be understood by those who utilize our
financial statements. Often we must use our judgment about uncertainties.
There are several critical accounting policies that we have put into
practice that have an important effect on our reported financial results. There
have been no changes in these policies since the filing of our Annual Report on
Form 10-K for the year ended December 31, 2003.
We have contingent liabilities and future claims for which we have made
estimates of the amount of the eventual cost to liquidate these liabilities or
claims. These liabilities and claims sometimes involve threatened or actual
litigation where damages have been quantified and we have made an assessment of
our exposure and recorded a provision in our accounts to cover an expected loss.
Other claims or liabilities have been estimated based on our experience in these
matters and, when appropriate, the advice of outside counsel or other outside
experts. Upon the ultimate resolution of these uncertainties, our future
reported financial results will be impacted by the difference between our
estimates and the actual amounts paid to settle a liability. Examples of areas
where we have made important estimates of future liabilities include litigation,
taxes, postretirement benefits, warranty claims and contract claims.
The determination of impairment on long-lived assets, including goodwill,
is conducted as indicators of impairment are present. If such indicators were
present, the determination of the amount of impairment would be based on our
judgments as to the future operating cash flows to be generated from these
assets throughout their estimated useful lives. Our industry is highly cyclical
and our estimates of the period over which future cash flows will be generated,
as well as the predictability of these cash flows, can have a significant impact
on the carrying value of these assets and, in periods of prolonged down cycles,
may result in impairment charges.
We recognize revenue and profit as work progresses on long-term, fixed
price contracts using the percentage-of-completion method, which relies on
estimates of total expected contract revenue and costs. We follow this method
since reasonably dependable estimates of the revenue and costs applicable to
various stages of a contract can be made. Recognized revenues and profit are
subject to revisions as the contract progresses to completion. Revisions in
profit estimates are charged to income or expense in the period in which the
facts and circumstances that give rise to the revision become known. Provisions
for estimated losses on uncompleted contracts are made in the period in which
losses are determined.
11
Our valuation allowances, especially related to potential bad debts in
accounts receivable and to obsolescence or market value declines of inventory,
involve reviews of underlying details of these assets, known trends in the
marketplace and the application of historical factors that provide us with a
basis for recording these allowances. If market conditions are less favorable
than those projected by management, or if our historical experience is
materially different from future experience, additional allowances may be
required. We record a valuation allowance to reduce our deferred tax assets to
the amount that is more likely than not to be realized. While we have considered
future taxable income and ongoing prudent and feasible tax planning strategies
in assessing the need for the valuation allowance, in the event we were to
determine that we would be able to realize our deferred tax assets in the future
in excess of our net recorded amount, an adjustment to the deferred tax asset
would increase income in the period such determination was made. Likewise,
should we determine that we would not likely be able to realize all or part of
our net deferred tax asset in the future, an adjustment to the deferred tax
asset would be charged to expense in the period such determination was made. See
also "Note 6 - Income Taxes" and "Tax Matters" herein.
The selection of the useful lives of many of our assets requires the
judgments of our operating personnel as to the length of these useful lives.
Should our estimates be too long or short, we might eventually report a
disproportionate number of losses or gains upon disposition or retirement of our
long-lived assets. We believe our estimates of useful lives are appropriate.
OVERVIEW
We provide a broad range of products and services to the oil and gas
industry through our offshore products, well site services and tubular services
business segments. Demand for our products and services is cyclical and
substantially dependent upon activity levels in the oil and gas industry,
particularly our customers' willingness to spend capital on the exploration for
and development of oil and gas reserves. Demand for our products and services by
our customers is highly sensitive to current and expected oil and natural gas
prices. Our offshore products segment provides highly engineered and technically
designed products for offshore oil and gas development and production systems
and facilities. Sales of our offshore products and services depend upon the
development of offshore production systems, repairs and upgrades of existing
drilling rigs and construction of new drilling rigs. In this segment, we are
particularly influenced by deepwater drilling and production activities, which
is driven largely by our customers' outlook for longer-term future oil prices.
In our well site services business segment, we provide hydraulic well control
services, pressure control equipment and rental tools, drilling rigs and work
force accommodations, catering and logistics services. Demand for our well site
services depends upon the level of worldwide drilling and workover activity.
Through our tubular services segment, we distribute a broad range of casing and
tubing. Sales of tubular products and services depend upon the overall level of
drilling activity and the types of wells being drilled. Both well site and
tubular services' activity is correlated to land and offshore drilling activity.
We have a diversified product and service offering which has exposure
throughout the oil and gas cycle. Demand for our tubular services and well site
services is highly correlated to movements in the rig count in the United
States. The table below sets forth a summary of North American rig activity, as
measured by Baker Hughes Incorporated, as of and for the periods indicated.
AVERAGE RIG COUNT FOR THE YEAR ENDED
DECEMBER 31,
---------------------------------------------
2003 2002 2001 2000 1999
------ ------ ----- ----- -----
Land..................... 924 718 1,003 778 518
Offshore................. 108 113 153 140 106
------ ------ ----- ----- -----
Total U.S................ 1,032 831 1,156 918 624
------ ------ ----- ----- -----
Canada (1)............... 372 266 341 345 245
------ ------ ----- ----- -----
North America....... 1,404 1,097 1,497 1,263 869
====== ====== ===== ===== =====
12
AVERAGE RIG COUNT FOR THE
THREE MONTHS ENDED MARCH 31,
----------------------------
2004 2003
------ ------
Land........................................... 1,021 793
Offshore....................................... 98 108
------ ------
Total U.S...................................... 1,119 901
------ ------
Canada (1)..................................... 528 494
------ ------
North America............................. 1,647 1,395
====== ======
- --------------
(1) Canadian rig counts typically increase during the peak winter drilling
season.
The average North American rig count in the quarter ended March 31, 2004
increased 252 rigs, or 18.1%, compared to the quarter ended March 31, 2003. This
overall increase in activity, while tempered somewhat by continued low activity
levels in the U.S. Gulf of Mexico, did contribute to increased revenues in our
well site and tubular services segments. Our well site services results for the
first quarter of 2004 also benefited from acquisitions made in our rental tool
business in the last six months, contributions from two newly built rigs working
in West Texas and higher year over year contributions from an international
catering and facility management contract. Offshore products results weakened
compared to recent quarters primarily due to decreased activity and revenues
during the quarter, which also led to reduced cost absorption in several of the
companies manufacturing facilities. Additionally, offshore products margins were
lower in the current period compared to last year due to lower activity levels
and a less favorable mix of higher margin connector and other highly engineered
products. However, offshore products' outlook improved during the quarter as our
backlog grew to $76.9 million at March 31, 2004 compared to $62.6 million at
December 31, 2003, a 23% increase. We believe that the offshore construction and
development business is characterized by lengthy projects and a long "lead-time"
order cycle. While change in backlog levels from one quarter to the next does
not necessarily evidence a long-term trend, we believe activity levels will
increase in future quarters compared to the first quarter of 2004.
Our tubular services group shipped 67,300 tons in the first quarter of
2004 compared to 81,700 tons in the fourth quarter of 2003 and 56,600 tons in
the first quarter of 2003. Tubular services benefited from a 30% year over year
increase in U.S. land drilling activity and a significant increase in OCTG
prices during the quarter, partially offset by reduced offshore activity in the
U.S. Gulf of Mexico. Certain large fourth quarter 2003 tubular shipments did not
reoccur in the first quarter of 2004 and resulted in lower comparative tons
shipped in the current quarter.
During the first quarter of 2004, the results generated by our Canadian
remote accommodations and catering operations benefited from strengthening of
the Canadian currency. The Canadian dollar vs. U.S. dollar conversion rate
averaged $0.76 in the first quarter of 2004 compared to $0.66 in the first
quarter of 2003.
The Company's income tax provision for the three months ended March 31,
2004 totaled $1.5 million, or 8.6% of pretax income. During the first quarter of
2004, the Company recognized a $5.4 million income tax benefit related to the
reduction during the first quarter of a portion of the valuation allowance that
has been applied against the Company's net operating loss carryforwards. See
"Tax Matters" discussion following.
Management believes that fundamental oil and gas supply and demand factors
will continue to support increased drilling activity in North America over time
which should positively impact the Company, particularly its well site services
and tubular businesses. However, there can be no assurance that these
expectations will be realized.
13
RESULTS OF OPERATIONS (IN MILLIONS, EXCEPT MARGIN PERCENTAGES)
THREE MONTHS ENDED
MARCH 31,
-----------------------
2004 2003
--------- --------
Revenues
Well Site Services......................... $ 96.1 $ 78.8
Offshore Products.......................... 41.9 57.6
Tubular Services........................... 66.2 49.2
--------- --------
Total................................. $ 204.2 $ 185.6
========= ========
Gross Margin
Well Site Services......................... $ 29.8 $ 25.2
Offshore Products.......................... 7.2 12.5
Tubular Services........................... 5.9 2.9
--------- --------
Total................................. $ 42.9 $ 40.6
========= ========
Gross Margin as a Percent of Revenues
Well Site Services......................... 31.0% 32.0%
Offshore Products.......................... 17.2% 21.7%
Tubular Services........................... 8.9% 5.9%
Total................................. 21.0% 21.9%
Operating Income (Loss)
Well Site Services......................... $ 17.5 $ 15.1
Offshore Products.......................... (0.8) 5.6
Tubular Services........................... 3.8 0.9
Corporate/Other............................ (1.4) (1.3)
--------- --------
Total................................. $ 19.1 $ 20.3
========= ========
THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED MARCH 31, 2003
REVENUES. Revenues increased $18.6 million, or 10.0%, to $204.2 million
during the current quarter compared to revenues of $185.6 million during the
quarter ended March 31, 2003. Tubular services revenues and tons shipped
increased $17.0 million, or 34.6%, and 10,700 tons, or 18.9%, respectively, in
the three months ended March 31, 2004 compared to revenues and tons shipped in
the three months ended March 31, 2003 due to increased industry demand and
higher OCTG prices. Well site services revenues increased $17.3 million, or
22.0%, and offshore products revenues decreased $15.7 million, or 27.3%, during
the same period. Well site services revenues increased compared to the prior
year due primarily to increased drilling activity in Canada and the United
States, favorable Canadian dollar exchange rates, the impact of capital
expenditures made since the first quarter of 2003 and acquisitions, totaling
$51.5 million, completed in the last six months. Offshore products revenues
decreased as a result of lower activity supporting offshore production facility
construction.
GROSS MARGIN. Our gross margins, which we calculate before a deduction for
depreciation expense, increased $2.3 million, or 5.7%, from $40.6 million in the
quarter ended March 31, 2003 to $42.9 million in the quarter ended March 31,
2004. Our overall gross margin as a percent of revenues decreased from 21.9% in
the first quarter of 2003 to 21.0% in the current quarter primarily because of
lower offshore products gross margins, offset by improvements in tubular
services. Well site services gross margins increased $4.6 million, or 18.3%, to
$29.8 million in the quarter ended March 31, 2004 compared to the quarter ended
March 31, 2003. Within our well site services segment, shallow drilling and
specialty rental tool businesses' gross margins increased $1.5 million, or
88.2%, and $1.5 million, or 28.3%, respectively, during the quarter ended March
31, 2004 compared to the quarter ended March 31, 2003 as a result of higher
utilization of our drilling rigs and contributions from rental tool acquisitions
completed in the last six months. Also in well site services, our work force
accommodations, catering and logistics services and modular building
construction services gross margins increased by $3.2 million, or 21.3%, in the
three months ended March 31, 2004 compared to the three months ended March 31,
2003 because of increased camp and catering activity in Canada partially offset
by lower U.S. Gulf of Mexico accommodations and catering activity. Our hydraulic
workover gross margins decreased by $1.6 million, or 50.0%, as a result of
14
decreased utilization, especially in the U.S. Gulf of Mexico, the Middle East
and Venezuela. Our well site services gross margin percent decreased to 31.0% in
the current quarter compared to 32.0% in the first quarter of last year as a
result of lower gross margins in our rental tool and hydraulic workover
businesses which were partially offset by a higher land drilling gross margin
percentage.
Offshore products gross margins decreased $5.3 million, or 42.4%, from $12.5
million in the three months ended March 31, 2003 to $7.2 million in the three
months ended March 31, 2004 due to decreased activity and reduced fixed cost
absorption. These same factors were the primary reason that offshore products
gross margin percent declined from 21.7% of revenues in the first quarter of
2003 to 17.2% in the first quarter of 2004.
Tubular services gross margins increased to $5.9 million, or 8.9% of
tubular services revenues, in the three months ended March 31, 2004 compared to
$2.9 million, or 5.9% of tubular services revenues, in the three months ended
March 31, 2003 as a result of increased oil and gas drilling activity which
increased demand for our tubular products and services and a significant
increase in OCTG prices during the quarter.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. During the three months
ended March 31, 2004, selling, general and administrative expenses (SG&A)
totaled $14.7 million, or 7.2% of revenues, compared to SG&A of $13.8 million,
or 7.4% of revenues, for the three months ended March 31, 2003. Increased SG&A
expense associated with acquisitions completed since the first quarter of 2003,
a non-recurring credit recorded to rent expense in the first quarter of 2003 and
higher professional fees which were only partially offset by lower commissions
expense and postretirement benefit costs in 2004.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased $2.1 million in the first quarter 2004 compared to the first quarter
2003 due primarily to acquisitions of businesses completed in the last six
months and capital expenditures made in the past year.
OPERATING INCOME. Our operating income represents revenues less (i) cost
of sales, (ii) selling, general and administrative expenses, (iii) depreciation
and amortization expense, and (iv) other operating expense. Our operating income
decreased $1.2 million, or 5.9%, to $19.1 million for the three months ended
March 31, 2004 from $20.3 million for the quarter ended March 31, 2003. Well
site services operating income increased $2.4 million during the period.
Offshore products operating income decreased $6.4 million while tubular services
operating income increased $2.9 million.
INTEREST EXPENSE. Interest expense was at approximately the same level for
the quarter ended March 31, 2004 compared to the quarter ended March 31, 2003.
Increased interest expense attributable to higher debt levels resulting from
acquisitions completed during the quarter were offset by lower debt issuance
cost amortization compared to the prior period.
INCOME TAX EXPENSE. Income tax expense totaled $1.5 million, or 8.6% of
pretax income, during the quarter ended March 31, 2004 compared to $5.5 million,
or 29.0% of pretax income, during the quarter ended March 31, 2003. See "Tax
Matters" discussion following.
LIQUIDITY AND CAPITAL RESOURCES
Our primary liquidity needs are to fund capital expenditures, such as
expanding and upgrading our manufacturing facilities and equipment, increasing
and replacing our drilling rig, rental tool and workover assets, and our
accommodation units, funding new product development and funding general working
capital needs. In addition, capital is needed to fund strategic business
acquisitions. Our primary sources of funds have been cash flow from operations
and proceeds from borrowings under our bank facilities.
15
Cash was provided by operations during the three months ended March 31,
2004 and 2003 in the amounts of $5.1 million and $1.3 million, respectively.
Cash provided by operations in 2004 was generated by our net income plus
depreciation and amortization which was partially offset by higher working
capital invested in our Canadian remote accommodations and catering operations.
Cash was used in investing activities during the three months ended March
31, 2004 and 2003 in the amount of $41.6 million and $5.7 million, respectively.
Capital expenditures totaled $8.9 million and $5.7 million during the three
months ended March 31, 2004 and 2003, respectively. Capital expenditures in both
years consisted principally of purchases of assets for our well site services
businesses and for expansion of our offshore products manufacturing capacity.
Acquisitions totaled $32.9 million during the three months ended March 31, 2004.
During the first quarter of 2004, the Company completed the acquisition of
several related rental tool companies, requiring a net cash payment of $32.9
million. These companies have been merged into our rental tool subsidiary, and
will report through the well site services segment. We currently expect to spend
a total of approximately $35.0 million during 2004 for maintenance and upgrade
of our equipment and facilities and also to expand our product and service
offerings. We expect to fund these capital expenditures with internally
generated funds and proceeds from borrowings under our revolving credit
facilities.
Net cash of $38.1 million was provided by financing activities during the
three months ended March 31, 2004, primarily as a result of revolving credit
borrowings which were utilized for acquisitions.
Our primary bank credit facility (the Credit Agreement) provides for $225
million of revolving credit. We have an option to increase the maximum
borrowings under the Credit Agreement to $250 million prior to its maturity on
October 30, 2007.
The Credit Agreement contains customary financial covenants and
restrictions, including restrictions on our ability to declare and pay
dividends. Borrowings under the Credit Agreement are secured by a pledge of
substantially all of our assets and the assets of our subsidiaries, and our
obligations under the Credit Agreement are guaranteed by our significant
subsidiaries. Borrowings under the Credit Agreement accrue interest at a rate
equal to either LIBOR or another benchmark interest rate (at our election) plus
an applicable margin based on our leverage ratio (as defined in the Credit
Agreement). We must pay a quarterly commitment fee, based on the Company's
leverage ratio, on the unused commitments under the Credit Agreement.
As of March 31, 2004, we had $167.0 million outstanding under the Credit
Agreement and an additional $11.4 million of outstanding letters of credit,
leaving $46.6 million available to be drawn under the facility. In addition, we
have other floating rate bank credit facilities in the U.S. and the U.K. that
provide for an aggregate borrowing capacity of $14.1 million. We had no
borrowings outstanding under these facilities as of March 31, 2004. Our total
debt represented 27.1% of our total capitalization at March 31, 2004.
We believe that cash from operations and available borrowings under our
credit facilities will be sufficient to meet our liquidity needs for the
foreseeable future. The Company is currently negotiating a small strategic
business acquisition that is probable of closing in the near term. Our borrowing
capacity under the Credit Agreement, upon electing our option to increase the
maximum borrowings to $250 million as discussed above, will be sufficient to
fund the acquisition if it were to occur. If our plans or assumptions change or
are inaccurate, or we make further acquisitions, we may need to raise additional
capital. However, there is no assurance that we will be able to raise additional
funds or be able to raise such funds on favorable terms.
TAX MATTERS
Our primary deferred tax asset, which totaled approximately $22.1 million
at December 31, 2003, is related to $63.2 million in federal net operating loss
carryforwards, or NOLs, as of that date. A valuation allowance of approximately
$12 million was provided against the deferred tax asset associated with our NOLs
at December 31, 2003. The NOLs will expire in varying amounts during the years
2008 through 2020 if they are not first used to offset taxable income generated
by the Company. The Company's ability to utilize a significant portion of the
NOLs is currently limited under Section 382 of the Internal Revenue Code due to
a change of control that occurred during 1995. A successive change in control
was triggered in 2003 pursuant to Section 382; however, it did not significantly
change the Company's NOL utilization expectations.
16
The Company's income tax provision for the three months ended March 31,
2004 totaled $1.5 million, or 8.61% of pretax income. Included in the first
quarter provision is a $5.4 million income tax benefit related to the partial
reversal of the $12 million valuation allowance applied against NOLs, thereby
leaving a remaining valuation allowance of $6.6 million at March 31, 2004. Based
upon the positive earnings that the Company has generated for both financial and
tax reporting purposes during the three-year period since its formation, the
Company believes that it will more likely than not generate sufficient taxable
income in future years to realize the benefit of all but $6.6 million of the
deferred tax asset associated with these net operating losses. Following the
recognition of the $5.4 million income tax benefit during the quarter, the
Company has recognized the associated income tax benefit, on a cumulative basis,
of approximately $44.2 million of its $63.2 million of available federal net
operating loss carryforwards.
We currently estimate that our effective tax rate for the full year 2004
will approximate 30.0%. Our actual effective tax rate could differ materially
from this estimate, which is subject to a number of uncertainties, including
future taxable income projections, the amount of income attributable to domestic
versus foreign sources, the amount of capital expenditures and any changes in
applicable tax laws and regulations. Based upon the loss limitation provisions
of Section 382, we should be able to utilize approximately $29 million of our
NOLs to offset taxable income generated by the Company during the tax year ended
December 31, 2004.
RECENT ACCOUNTING PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest
Entities, an interpretation of ARB No. 51." FIN 46 provides guidance on: 1) the
identification of entities for which control is achieved through means other
than through voting rights, known as "variable interest entities" (VIEs); and 2)
which business enterprise is the primary beneficiary and when it should
consolidate a VIE. This new requirement for consolidation applies to entities:
1) where the equity investors (if any) do not have a controlling financial
interest; or 2) whose equity investment at risk is insufficient to finance that
entity's activities without receiving additional subordinated financial support
from other parties. In addition, FIN 46 requires that both the primary
beneficiary and all other enterprises with a significant variable interest in a
VIE make additional disclosures. FIN 46 is effective for all new VIEs created or
acquired after January 31, 2003. For VIEs created or acquired prior to February
1, 2003, the provisions of FIN 46 must be applied for the first interim or
annual period ending after December 15, 2003. Certain disclosures are effective
immediately. Implementation of FIN 46 did not affect the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk. We have long-term debt and revolving lines of credit
subject to the risk of loss associated with movements in interest rates.
As of March 31, 2004, we had floating rate obligations totaling
approximately $167.0 million for amounts borrowed under our revolving credit
facilities. These floating-rate obligations expose us to the risk of increased
interest expense in the event of increases in short-term interest rates. If the
floating interest rate were to increase by 1% from March 31, 2004 levels, our
consolidated interest expense would increase by a total of approximately $1.7
million annually.
Foreign Currency Exchange Rate Risk. Our operations are conducted in
various countries around the world in a number of different currencies. As such,
our earnings are subject to movements in foreign currency exchange rates when
transactions are denominated in currencies other than the U.S. dollar, which is
our functional currency or the functional currency of our subsidiaries, which is
not necessarily the U.S. dollar. In order to mitigate the effects of exchange
rate risks, we generally pay a portion of our expenses in local currencies and a
substantial portion of our contracts provide for collections from customers in
U.S. dollars. During the first quarter of 2004, we realized foreign exchange
losses of $0.5 million primarily as a result of the strengthening of the UK
pound versus the U.S. dollar. Our UK subsidiary had unhedged U.S. dollar
denominated receivables and U.S. dollar cash balances that resulted in the
majority of our foreign exchange losses during the quarter.
17
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this Quarterly Report on Form 10-Q,
we carried out an evaluation, under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange
Act of 1934). Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were
effective as of March 31, 2004 in ensuring that material information was
accumulated and communicated to management, and made known to our Chief
Executive Officer and Chief Financial Officer, on a timely basis to allow
disclosure as required in this Quarterly Report on Form 10-Q. During the three
months ended March 31, 2004, there were no changes in our internal control over
financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act
of 1934) or in other factors which have materially affected our internal control
over financial reporting, or are reasonably likely to materially affect our
internal control over financial reporting.
18
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are a party to various pending or threatened claims, lawsuits and
administrative proceedings seeking damages or other remedies concerning our
commercial operations, products, employees and other matters, including
occasional claims by individuals alleging exposure to hazardous materials as a
result of our products or operations. Some of these claims relate to matters
occurring prior to our acquisition of businesses, and some relate to businesses
we have sold. In certain cases, we are entitled to indemnification from the
sellers of businesses and in other cases, we have indemnified the buyers of
businesses from us. Although we can give no assurance about the outcome of
pending legal and administrative proceedings and the effect such outcomes may
have on us, we believe that any ultimate liability resulting from the outcome of
such proceedings, to the extent not otherwise provided for or covered by
insurance, will not have a material adverse effect on our consolidated financial
position, results of operations or liquidity.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(e) ISSUER PURCHASES OF EQUITY SECURITIES
The following table set forth certain information with respect to
repurchases of our equity securities during the three months ended March 31,
2004:
- ------------------------------------------------------------------------------------------------------------------
(a) TOTAL (c) TOTAL NUMBER OF SHARES (d) MAXIMUM NUMBER (OR
NUMBER OF (b) AVERAGE PURCHASED AS PART OF APPROXIMATE DOLLAR VALUE) OF
SHARES PRICE PAID PUBLICLY ANNOUNCED PLANS SHARES THAT MAY YET BE PURCHASED
PERIOD PURCHASED PER SHARE OR PROGRAMS UNDER THE PLANS OR PROGRAMS
- ------------------------------------------------------------------------------------------------------------------
Month #1
(January 1 to -- -- -- --
January 31,
2004)
- ------------------------------------------------------------------------------------------------------------------
Month #2
(February 1 to 10,000* $13.90 -- --
February 29,
2004)
- ------------------------------------------------------------------------------------------------------------------
Month #3
(March 1 to -- -- -- --
March 31,
2004)
- ------------------------------------------------------------------------------------------------------------------
Total 10,000 $13.90 -- --
- ------------------------------------------------------------------------------------------------------------------
- ----------
* We repurchased all of such shares from Mr. Douglas E. Swanson, our Chief
Executive Officer, pursuant to a provision in our 2001 Equity Participation
Plan allowing the recipient of a restricted stock award to return the number
of shares having the fair value equal to tax withholding due. The purpose of
the repurchase was solely to assist Mr. Swanson in the satisfaction of tax
liabilities he incurred in connection with the vesting of shares of restricted
stock in February 2004.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) INDEX OF EXHIBITS
Exhibit No. Description
3.1 - Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended December 31,
2000, as filed with the Commission on March 30, 2001).
3.2 - Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2000, as filed with the Commission
on March 30, 2001).
3.3 - Certificate of Designations of Special Preferred Voting Stock
of Oil States International, Inc. (incorporated by reference
to Exhibit 3.3 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2000, as filed with the Commission
on March 30, 2001).
4.1 - Form of common stock certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form
S-1 (File No. 333-43400)).
4.2 - Amended and Restated Registration Rights Agreement
(incorporated by reference to Exhibit 4.2 to the Company's
Annual Report on Form 10-K for the year ended December 31,
2000, as filed with the Commission on March 30, 2001).
19
4.3 - First Amendment to the Amended and Restated Registration
Rights Agreement dated May 17, 2002 (incorporated by reference
to Exhibit 4.3 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2002, as filed with the Commission
on March 13, 2003).
10.1 - Combination Agreement dated as of July 31, 2000 by and among
Oil States International, Inc., HWC Energy Services, Inc.,
Merger Sub-HWC, Inc., Sooner Inc., Merger Sub-Sooner, Inc. and
PTI Group Inc. (incorporated by reference to Exhibit 10.1 to
the Company's Registration Statement on Form S-1 (File No.
333-43400)).
10.2 - Plan of Arrangement of PTI Group Inc. (incorporated by
reference to Exhibit 10.2 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2000, as filed with
the Commission on March 30, 2001).
10.3 - Support Agreement between Oil States International, Inc. and
PTI Holdco (incorporated by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 2000, as filed with the Commission on March 30,
2001).
10.4 - Voting and Exchange Trust Agreement by and among Oil States
International, Inc., PTI Holdco and Montreal Trust Company of
Canada (incorporated by reference to Exhibit 10.4 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 2000, as filed with the Commission on March 30,
2001).
10.5** - 2001 Equity Participation Plan (incorporated by reference to
Exhibit 10.5 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2000, as filed with the Commission
on March 30, 2001).
10.6** - Deferred Compensation Plan effective November 1, 2003.
(incorporated by reference to Exhibit 10.6 to the Company's
Annual Report on Form 10-K for the year ended December 31,
2003, as filed with the Commission on March 5, 2004).
10.7** - Annual Incentive Compensation Plan (incorporated by reference
to Exhibit 10.7 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2000, as filed with the
Commission on March 30, 2001).
10.8** - Executive Agreement between Oil States International, Inc. and
Douglas E. Swanson (incorporated by reference to Exhibit 10.8
to the Company's Annual Report on Form 10-K for the year ended
December 31, 2000, as filed with the Commission on March 30,
2001).
10.9** - Executive Agreement between Oil States International, Inc. and
Cindy B. Taylor (incorporated by Reference to Exhibit 10.9 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 2000, as filed with the Commission on March 30,
2001).
10.10** - Form of Executive Agreement between Oil States International,
Inc. and Named Executive Officer (Mr. Hughes) (incorporated by
reference to Exhibit 10.10 of the Company's Registration
Statement on Form S-1 (File No. 333-43400)).
10.11** - Form of Change of Control Severance Plan for Selected Members
of Management (incorporated by reference to Exhibit 10.11 of
the Company's Registration Statement on Form S-1 (File No.
333-43400)).
10.12 - Credit Agreement, dated as of October 30, 2003, among Oil
States International, Inc., the Lenders named therein and
Wells Fargo Bank Texas, National Association, as
Administrative Agent and U.S. Collateral Agent; and Bank of
Nova Scotia, as Canadian Administrative Agent and Canadian
Collateral Agent; Hibernia National Bank and Royal Bank of
Canada, as Co-Syndication Agents and Bank One, NA and Credit
Lyonnais New York Branch, as Co-Documentation Agents
(incorporated by reference to Exhibit 10.12 to the Company's
Quarterly Report on Form 10Q for the three months ended
September 30, 2003, as filed with the Commission on November
11, 2003.)
20
10.13A** - Restricted Stock Agreement, dated February 8, 2001, between
Oil States International, Inc. and Douglas E. Swanson
(incorporated by reference to Exhibit 10.13A to the Company's
Quarterly Report on Form 10-Q for the three months ended March
31, 2002, as filed with the Commission on May 15, 2001).
10.13B** - Restricted Stock Agreement, dated February 22, 2001, between
Oil States International, Inc. and Douglas E. Swanson
(incorporated by reference to Exhibit 10.13B to the Company's
Quarterly Report on Form 10-Q for the three months ended March
31, 2002, as filed with the Commission on May 15, 2002).
10.14** - Form of Indemnification Agreement (incorporated by reference
to Exhibit 10.14 of the Company's Registration Statement on
Form S-1 (File No. 333-43400)).
10.15** - Form of Executive Agreement between Oil States International,
Inc. and named Executive Officer (Mr. Slator) (incorporated by
reference to Exhibit 10.16 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2001, as filed with
the Commission on March 1, 2002).
10.16** - Douglas E. Swanson contingent option award dated as of
February 11, 2002 (incorporated by reference to Exhibit 10.17
to the Company's Quarterly Report on Form 10-Q for the three
months ended September 30, 2002 as filed with the Commission
on November 13, 2002).
10.17** - Form of Executive Agreement between Oil States International,
Inc. and named executive officer (Mr. Trahan) (incorporated by
reference to Exhibit 10.16 to the Company's Quarterly Report
on Form 10-Q for the three months ended June 30, 2002, as
filed with the Commission on August 13, 2002).
31.1* - Certification of Chief Executive Officer of Oil States
International, Inc. pursuant to Rules 13a-14(a) or 15d-14(a)
under the Securities Exchange Act of 1934.
31.2* - Certification of Chief Financial Officer of Oil States
International, Inc. pursuant to Rules 13a-14(a) or 15d-14(a)
under the Securities Exchange Act of 1934.
32.1*** - Certification of Chief Executive Officer of Oil States
International, Inc. pursuant to Rules 13a-14(b) or 15d-14(b)
under the Securities Exchange Act of 1934.
32.2*** - Certification of Chief Financial Officer of Oil States
International, Inc. pursuant to Rules 13a-14(b) or 15d-14(b)
under the Securities Exchange Act of 1934.
- ---------
* Filed herewith
** Management contracts or compensatory plans or arrangements
*** Furnished herewith.
(b) REPORTS ON FORM 8-K.
(1) Form 8-K filed February 3, 2004 - Item 12. Results of
Operations and Financial Condition (Quarter and Year ended
December 31, 2003 Earnings Press Release)
(2) Form 8-K filed April 29, 2004 - Item 12. Results of Operations
and Financial Condition (Quarter ended March 31, 2004 Earnings
Press Release)
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OIL STATES INTERNATIONAL, INC.
Date: May 7, 2004 By /s/ CINDY B. TAYLOR
-------------------------------------
Cindy B. Taylor
Senior Vice President, Chief Financial
Officer and Treasurer (Principal
Financial Officer)
Date: May 7, 2004 By /s/ ROBERT W. HAMPTON
------------------------------
Robert W. Hampton
Vice President - Finance and Accounting
and Secretary (Principal Accounting
Officer)
22
EXHIBIT INDEX
Exhibit No. Description
31.1* - Certification of Chief Executive Officer of Oil States
International, Inc. pursuant to Rules 13a-14(a) or 15d-14(a)
under the Securities Exchange Act of 1934.
31.2* - Certification of Chief Financial Officer of Oil States
International, Inc. pursuant to Rules 13a-14(a) or 15d-14(a)
under the Securities Exchange Act of 1934.
32.1*** - Certification of Chief Executive Officer of Oil States
International, Inc. pursuant to Rules 13a-14(b) or 15d-14(b)
under the Securities Exchange Act of 1934.
32.2*** - Certification of Chief Financial Officer of Oil States
International, Inc. pursuant to Rules 13a-14(b) or 15d-14(b)
under the Securities Exchange Act of 1934.