[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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76-0476605
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Three Allen Center, 333 Clay Street, Suite 4620,
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77002
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Houston, Texas
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(Zip Code)
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(Address of principal executive offices)
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YES [X]
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NO [ ]
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YES [X]
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NO [ ]
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Large accelerated filer
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[X]
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Accelerated filer
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[ ]
|
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Non-accelerated filer
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[ ]
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(Do not check if a smaller reporting company)
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Smaller reporting company
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[ ]
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|
|
|
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Emerging growth company
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[ ]
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YES [ ]
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NO [X]
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Page No.
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||
Part I -- FINANCIAL INFORMATION
|
|
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Item 1. Financial Statements:
|
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Condensed Consolidated Financial Statements
|
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Unaudited Consolidated Statements of Operations
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|||
Unaudited Consolidated Statements of Comprehensive Loss
|
|||
Consolidated Balance Sheets
|
|||
Unaudited Consolidated Statement of Stockholders’ Equity
|
|||
Unaudited Consolidated Statements of Cash Flows
|
|||
Notes to Unaudited Condensed Consolidated Financial Statements
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–
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||
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Cautionary Statement Regarding Forward-Looking Statements
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–
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||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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–
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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Item 4. Controls and Procedures
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|||
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Part II -- OTHER INFORMATION
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Item 1. Legal Proceedings
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|||
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Item 1A. Risk Factors
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|||
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3. Defaults Upon Senior Securities
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|||
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Item 4. Mine Safety Disclosures
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Item 5. Other Information
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|||
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Item 6. Exhibits
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|||
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Signature Page
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Three Months Ended June 30,
|
|
Six Months Ended June 30,
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||||||||||||
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2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Products
|
$
|
136,182
|
|
|
$
|
82,750
|
|
|
$
|
265,008
|
|
|
$
|
155,930
|
|
Service
|
149,663
|
|
|
88,652
|
|
|
274,413
|
|
|
166,939
|
|
||||
|
285,845
|
|
|
171,402
|
|
|
539,421
|
|
|
322,869
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Product costs
|
95,324
|
|
|
59,309
|
|
|
188,300
|
|
|
109,659
|
|
||||
Service costs
|
118,079
|
|
|
72,539
|
|
|
214,993
|
|
|
141,101
|
|
||||
Selling, general and administrative expense
|
35,919
|
|
|
29,482
|
|
|
70,114
|
|
|
57,212
|
|
||||
Depreciation and amortization expense
|
30,922
|
|
|
27,784
|
|
|
60,112
|
|
|
55,764
|
|
||||
Other operating (income) expense, net
|
(3,099
|
)
|
|
794
|
|
|
(1,884
|
)
|
|
963
|
|
||||
|
277,145
|
|
|
189,908
|
|
|
531,635
|
|
|
364,699
|
|
||||
Operating income (loss)
|
8,700
|
|
|
(18,506
|
)
|
|
7,786
|
|
|
(41,830
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(4,913
|
)
|
|
(1,149
|
)
|
|
(9,446
|
)
|
|
(2,223
|
)
|
||||
Interest income
|
123
|
|
|
85
|
|
|
202
|
|
|
170
|
|
||||
Other income
|
571
|
|
|
273
|
|
|
1,218
|
|
|
270
|
|
||||
Income (loss) before income taxes
|
4,481
|
|
|
(19,297
|
)
|
|
(240
|
)
|
|
(43,613
|
)
|
||||
Income tax (provision) benefit
|
(1,739
|
)
|
|
5,051
|
|
|
(510
|
)
|
|
11,689
|
|
||||
Net income (loss)
|
$
|
2,742
|
|
|
$
|
(14,246
|
)
|
|
$
|
(750
|
)
|
|
$
|
(31,924
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.05
|
|
|
$
|
(0.28
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.63
|
)
|
Diluted
|
0.05
|
|
|
(0.28
|
)
|
|
(0.01
|
)
|
|
(0.63
|
)
|
||||
|
|
|
|
|
|
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|
||||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
59,005
|
|
|
50,232
|
|
|
58,396
|
|
|
50,296
|
|
||||
Diluted
|
59,005
|
|
|
50,232
|
|
|
58,396
|
|
|
50,296
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss)
|
$
|
2,742
|
|
|
$
|
(14,246
|
)
|
|
$
|
(750
|
)
|
|
$
|
(31,924
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
(13,733
|
)
|
|
5,139
|
|
|
(8,699
|
)
|
|
8,633
|
|
||||
Comprehensive loss
|
$
|
(10,991
|
)
|
|
$
|
(9,107
|
)
|
|
$
|
(9,449
|
)
|
|
$
|
(23,291
|
)
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Stockholders'
Equity
|
||||||||||||
Balance, December 31, 2017
|
$
|
627
|
|
|
$
|
754,607
|
|
|
$
|
1,048,623
|
|
|
$
|
(58,493
|
)
|
|
$
|
(612,651
|
)
|
|
$
|
1,132,713
|
|
Net loss
|
—
|
|
|
—
|
|
|
(750
|
)
|
|
—
|
|
|
—
|
|
|
(750
|
)
|
||||||
Currency translation adjustments (excluding intercompany advances)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,138
|
)
|
|
—
|
|
|
(6,138
|
)
|
||||||
Currency translation adjustments on intercompany advances
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,561
|
)
|
|
—
|
|
|
(2,561
|
)
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted stock
|
4
|
|
|
10,557
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,561
|
|
||||||
Stock options
|
—
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
||||||
Issuance of common stock in connection with GEODynamics acquisition
|
87
|
|
|
294,823
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
294,910
|
|
||||||
Issuance of 1.50% convertible senior notes, net of income taxes of $7,744
|
—
|
|
|
25,640
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,640
|
|
||||||
Surrender of stock to settle taxes on restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,022
|
)
|
|
(4,022
|
)
|
||||||
Balance, June 30, 2018
|
$
|
718
|
|
|
$
|
1,085,927
|
|
|
$
|
1,047,873
|
|
|
$
|
(67,192
|
)
|
|
$
|
(616,673
|
)
|
|
$
|
1,450,653
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(750
|
)
|
|
$
|
(31,924
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
60,112
|
|
|
55,764
|
|
||
Stock-based compensation expense
|
10,861
|
|
|
10,954
|
|
||
Deferred income tax provision (benefit)
|
481
|
|
|
(14,917
|
)
|
||
Provision for bad debt
|
2,530
|
|
|
210
|
|
||
Gain on disposals of assets
|
(927
|
)
|
|
(210
|
)
|
||
Amortization of debt discount and deferred financing costs
|
3,613
|
|
|
405
|
|
||
Other, net
|
(10
|
)
|
|
29
|
|
||
Changes in operating assets and liabilities, net of effect from acquired businesses:
|
|
|
|
||||
Accounts receivable
|
(19,134
|
)
|
|
23,404
|
|
||
Inventories
|
(1,768
|
)
|
|
8,689
|
|
||
Accounts payable and accrued liabilities
|
(2,251
|
)
|
|
(3,075
|
)
|
||
Income taxes payable
|
(31
|
)
|
|
(3,211
|
)
|
||
Other operating assets and liabilities, net
|
(5,792
|
)
|
|
(1,191
|
)
|
||
Net cash flows provided by operating activities
|
46,934
|
|
|
44,927
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(38,261
|
)
|
|
(13,291
|
)
|
||
Acquisitions of businesses, net of cash acquired
|
(379,676
|
)
|
|
(12,859
|
)
|
||
Proceeds from disposition of property, plant and equipment
|
1,197
|
|
|
742
|
|
||
Other, net
|
(985
|
)
|
|
(453
|
)
|
||
Net cash flows used in investing activities
|
(417,725
|
)
|
|
(25,861
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Issuance of 1.50% convertible senior notes
|
200,000
|
|
|
—
|
|
||
Revolving credit facility borrowings
|
704,469
|
|
|
127,929
|
|
||
Revolving credit facility repayments
|
(546,564
|
)
|
|
(123,104
|
)
|
||
Other debt and capital lease repayments, net
|
(266
|
)
|
|
(267
|
)
|
||
Payment of financing costs
|
(7,366
|
)
|
|
—
|
|
||
Purchase of treasury stock
|
—
|
|
|
(16,283
|
)
|
||
Shares added to treasury stock as a result of net share settlements
due to vesting of restricted stock |
(4,022
|
)
|
|
(5,200
|
)
|
||
Net cash flows provided by (used in) financing activities
|
346,251
|
|
|
(16,925
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
183
|
|
|
1,527
|
|
||
Net change in cash and cash equivalents
|
(24,357
|
)
|
|
3,668
|
|
||
Cash and cash equivalents, beginning of period
|
53,459
|
|
|
68,800
|
|
||
Cash and cash equivalents, end of period
|
$
|
29,102
|
|
|
$
|
72,468
|
|
|
|
|
|
||||
Cash paid for:
|
|
|
|
||||
Interest
|
$
|
4,033
|
|
|
$
|
2,487
|
|
Income taxes, net of refunds
|
2,978
|
|
|
7,049
|
|
1
.
|
Organization and Basis of Presentation
|
2
.
|
Recent Accounting Pronouncements
|
3
.
|
Business Acquisitions, Goodwill and Other Intangible Assets
|
|
GEODynamics
|
|
Falcon
|
|
||||
Accounts receivable, net
|
$
|
37,282
|
|
|
$
|
21,180
|
|
|
Inventories
|
36,140
|
|
|
242
|
|
|
||
Property, plant and equipment
|
25,769
|
|
|
30,000
|
|
|
||
Intangible assets
|
|
|
|
|
||||
Customer relationships
|
100,000
|
|
|
13,500
|
|
|
||
Patents/Technology/Know-how
|
47,000
|
|
|
—
|
|
|
||
Tradenames
|
34,000
|
|
|
1,500
|
|
|
||
Noncompete agreements
|
18,000
|
|
|
1,100
|
|
|
||
Other assets
|
1,770
|
|
|
664
|
|
|
||
Accounts payable and accrued liabilities
|
(21,168
|
)
|
|
(10,200
|
)
|
|
||
Deferred income taxes
|
(23,560
|
)
|
(a)
|
—
|
|
|
||
Other liabilities
|
(3,674
|
)
|
|
(167
|
)
|
|
||
Total identifiable net assets
|
251,559
|
|
|
57,819
|
|
|
||
Goodwill
|
363,781
|
|
(b)
|
26,427
|
|
(c)
|
||
Total net assets
|
$
|
615,340
|
|
|
$
|
84,246
|
|
|
Consideration consists of:
|
|
|
|
|
||||
Cash, net of cash acquired
|
$
|
295,430
|
|
|
$
|
84,246
|
|
|
Oil States common stock
|
294,910
|
|
|
—
|
|
|
||
Promissory note
|
25,000
|
|
|
—
|
|
|
||
Total consideration
|
$
|
615,340
|
|
|
$
|
84,246
|
|
|
a.
|
In connection with the acquisition accounting for GEODynamics, the Company provided deferred taxes related to, among other items, the estimated fair value adjustments for acquired property, plant and equipment, intangible assets and U.S. tax net operating loss carryforwards.
|
b.
|
The goodwill recognized is primarily attributable to expected synergies that will result from combining the operations of the Company and GEODynamics, as well as intangible assets which do not qualify for separate recognition. The amount of goodwill that is deductible for income tax purposes is not significant.
|
c.
|
The goodwill recognized is primarily attributable to expected synergies that will result from combining the operations of the Company and Falcon, as well as intangible assets which do not qualify for separate recognition. All goodwill is deductible for income tax purposes.
|
|
Pro Forma
|
||||||
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Revenue
|
$
|
566,045
|
|
|
$
|
429,995
|
|
Net income (loss)
|
$
|
1,110
|
|
|
$
|
(34,241
|
)
|
Diluted net income (loss) per share
|
$
|
0.02
|
|
|
$
|
(0.58
|
)
|
Diluted weighted average common shares outstanding
|
58,922
|
|
|
58,957
|
|
|
Well Site Services
|
|
Downhole Technologies
|
|
Offshore/
Manufactured Products |
|
Total
|
||||||||||||||||
Completion Services
|
|
Drilling Services
|
|
Subtotal
|
|||||||||||||||||||
Balance as of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
199,631
|
|
|
$
|
22,767
|
|
|
$
|
222,398
|
|
|
$
|
—
|
|
|
$
|
162,906
|
|
|
$
|
385,304
|
|
Accumulated impairment losses
|
(94,528
|
)
|
|
(22,767
|
)
|
|
(117,295
|
)
|
|
—
|
|
|
—
|
|
|
(117,295
|
)
|
||||||
|
105,103
|
|
|
—
|
|
|
105,103
|
|
|
—
|
|
|
162,906
|
|
|
268,009
|
|
||||||
Goodwill acquired
|
26,427
|
|
|
—
|
|
|
26,427
|
|
|
363,781
|
|
|
—
|
|
|
390,208
|
|
||||||
Foreign currency translation
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(182
|
)
|
|
(183
|
)
|
||||||
Balance as of June 30, 2018
|
$
|
131,529
|
|
|
$
|
—
|
|
|
$
|
131,529
|
|
|
$
|
363,781
|
|
|
$
|
162,724
|
|
|
$
|
658,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
226,057
|
|
|
$
|
22,767
|
|
|
$
|
248,824
|
|
|
$
|
363,781
|
|
|
$
|
162,724
|
|
|
$
|
775,329
|
|
Accumulated impairment losses
|
(94,528
|
)
|
|
(22,767
|
)
|
|
(117,295
|
)
|
|
—
|
|
|
—
|
|
|
(117,295
|
)
|
||||||
|
$
|
131,529
|
|
|
$
|
—
|
|
|
$
|
131,529
|
|
|
$
|
363,781
|
|
|
$
|
162,724
|
|
|
$
|
658,034
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Other intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
159,557
|
|
|
$
|
27,027
|
|
|
$
|
44,557
|
|
|
$
|
22,661
|
|
Patents/Technology/Know-how
|
83,313
|
|
|
19,112
|
|
|
35,762
|
|
|
15,844
|
|
||||
Noncompete agreements
|
23,696
|
|
|
5,677
|
|
|
4,899
|
|
|
2,799
|
|
||||
Tradenames and other
|
42,937
|
|
|
3,721
|
|
|
10,801
|
|
|
4,450
|
|
||||
Total other intangible assets
|
$
|
309,503
|
|
|
$
|
55,537
|
|
|
$
|
96,019
|
|
|
$
|
45,754
|
|
4
.
|
Details of Selected Balance Sheet Accounts
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Accounts receivable, net:
|
|
|
|
||||
Trade
|
$
|
213,335
|
|
|
$
|
153,912
|
|
Unbilled revenue
|
38,933
|
|
|
21,638
|
|
||
Contract assets (see Note 12)
|
34,496
|
|
|
41,195
|
|
||
Other
|
13,488
|
|
|
6,710
|
|
||
Total accounts receivable
|
300,252
|
|
|
223,455
|
|
||
Allowance for doubtful accounts
|
(10,446
|
)
|
|
(7,316
|
)
|
||
|
$
|
289,806
|
|
|
$
|
216,139
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Inventories, net:
|
|
|
|
||||
Finished goods and purchased products
|
$
|
91,722
|
|
|
$
|
82,990
|
|
Work in process
|
28,683
|
|
|
30,689
|
|
||
Raw materials
|
102,848
|
|
|
70,255
|
|
||
Total inventories
|
223,253
|
|
|
183,934
|
|
||
Allowance for excess or obsolete inventory
|
(18,196
|
)
|
|
(15,649
|
)
|
||
|
$
|
205,057
|
|
|
$
|
168,285
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Prepaid expenses and other current assets:
|
|
|
|
||||
Income taxes receivable
|
$
|
9,351
|
|
|
$
|
5,927
|
|
Prepayments to vendors
|
3,858
|
|
|
2,962
|
|
||
Prepaid insurance
|
3,638
|
|
|
5,007
|
|
||
Other
|
5,745
|
|
|
4,158
|
|
||
|
$
|
22,592
|
|
|
$
|
18,054
|
|
|
Estimated
Useful Life (years)
|
|
June 30,
2018 |
|
December 31,
2017 |
||||||||
Property, plant and equipment, net:
|
|
|
|
|
|
|
|
|
|
||||
Land
|
|
$
|
34,149
|
|
|
$
|
35,808
|
|
|||||
Buildings and leasehold improvements
|
2
|
|
–
|
|
40
|
|
242,455
|
|
|
235,330
|
|
||
Machinery and equipment
|
1
|
|
–
|
|
28
|
|
470,110
|
|
|
458,458
|
|
||
Completion Services equipment
|
2
|
|
–
|
|
10
|
|
472,200
|
|
|
431,714
|
|
||
Office furniture and equipment
|
3
|
|
–
|
|
10
|
|
42,882
|
|
|
43,664
|
|
||
Vehicles
|
2
|
|
–
|
|
10
|
|
120,455
|
|
|
118,198
|
|
||
Construction in progress
|
|
44,057
|
|
|
34,557
|
|
|||||||
Total property, plant and equipment
|
|
1,426,308
|
|
|
1,357,729
|
|
|||||||
Accumulated depreciation
|
|
(888,607
|
)
|
|
(858,839
|
)
|
|||||||
|
|
|
|
|
|
|
$
|
537,701
|
|
|
$
|
498,890
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Other noncurrent assets:
|
|
|
|
||||
Deferred compensation plan
|
$
|
22,224
|
|
|
$
|
20,988
|
|
Deferred income taxes
|
652
|
|
|
519
|
|
||
Other
|
5,992
|
|
|
6,903
|
|
||
|
$
|
28,868
|
|
|
$
|
28,410
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Accrued liabilities:
|
|
|
|
||||
Accrued compensation
|
$
|
24,704
|
|
|
$
|
25,794
|
|
Insurance liabilities
|
8,135
|
|
|
6,831
|
|
||
Accrued taxes, other than income taxes
|
8,943
|
|
|
3,591
|
|
||
Accrued commissions
|
2,181
|
|
|
1,335
|
|
||
Accrued transaction-related costs
|
1,111
|
|
|
—
|
|
||
Accrued claims
|
603
|
|
|
1,320
|
|
||
Other
|
10,623
|
|
|
7,018
|
|
||
|
$
|
56,300
|
|
|
$
|
45,889
|
|
5
.
|
Net Income (Loss) Per Share
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerators:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
2,742
|
|
|
$
|
(14,246
|
)
|
|
$
|
(750
|
)
|
|
$
|
(31,924
|
)
|
Less: Income attributable to unvested restricted stock awards
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Numerator for basic
net inco
m
e (loss)
per share
|
2,698
|
|
|
(14,246
|
)
|
|
(750
|
)
|
|
(31,924
|
)
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Unvested restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Numerator for diluted
net inco
m
e (loss)
per share
|
$
|
2,698
|
|
|
$
|
(14,246
|
)
|
|
$
|
(750
|
)
|
|
$
|
(31,924
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominators:
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding
|
59,964
|
|
|
51,350
|
|
|
59,389
|
|
|
51,421
|
|
||||
Less: Weighted average number of unvested restricted stock awards outstanding
|
(959
|
)
|
|
(1,118
|
)
|
|
(993
|
)
|
|
(1,125
|
)
|
||||
Denominator for basic
net inco
m
e (
l
oss)
per share
|
59,005
|
|
|
50,232
|
|
|
58,396
|
|
|
50,296
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Unvested restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Assumed exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
1.50% convertible senior notes (see Note 6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Denominator for diluted
net inco
m
e (loss)
per share
|
59,005
|
|
|
50,232
|
|
|
58,396
|
|
|
50,296
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.05
|
|
|
$
|
(0.28
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.63
|
)
|
Diluted
|
0.05
|
|
|
(0.28
|
)
|
|
(0.01
|
)
|
|
(0.63
|
)
|
6
.
|
Long-term Debt
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Revolving credit facility
(1)
|
$
|
155,530
|
|
|
$
|
—
|
|
1.50% convertible senior notes
(2)
|
163,435
|
|
|
—
|
|
||
Promissory note
|
25,000
|
|
|
—
|
|
||
Capital lease obligations and other debt
|
5,815
|
|
|
5,281
|
|
||
Total debt
|
349,780
|
|
|
5,281
|
|
||
Less: Current portion
|
(535
|
)
|
|
(411
|
)
|
||
Total long-term debt and capitalized leases
|
$
|
349,245
|
|
|
$
|
4,870
|
|
(1)
|
Presented net of
$2.4 million
of unamortized debt issuance costs as of
June 30, 2018
. Unamortized debt issuance costs of
$1.6 million
as of December 31, 2017 are classified in other noncurrent assets.
|
(2)
|
The principal amount of the
1.50%
convertible senior notes is
$200.0 million
. See "Issuance of
1.50%
Convertible Senior Notes" below.
|
|
June 30,
2018 |
||
Principal amount of the liability component
|
$
|
200,000
|
|
Less: Unamortized discount
|
31,915
|
|
|
Less: Unamortized issuance costs
|
4,650
|
|
|
Net carrying amount of the liability
|
$
|
163,435
|
|
7
.
|
Fair Value Measurements
|
8
.
|
Stockholders' Equity
|
Shares of common stock outstanding – December 31, 2017
|
51,089,422
|
|
Acquisition of GEODynamics (see Note 3)
|
8,661,083
|
|
Restricted stock awards, net of forfeitures
|
377,988
|
|
Shares withheld for taxes on vesting of restricted stock awards and transferred to treasury
|
(147,229
|
)
|
Shares of common stock outstanding – June 30, 2018
|
59,981,264
|
|
9
.
|
Accumulated Other Comprehensive Loss
|
10
.
|
Stock-based Compensation
|
|
Stock Options
|
|
Service-based Restricted Stock
|
|
Performance-based Stock Units
|
||||||
Outstanding – December 31, 2017
|
693,277
|
|
|
1,088,519
|
|
|
159,553
|
|
|||
Granted
|
—
|
|
|
399,134
|
|
|
46,378
|
|
|||
Vested/Exercised
|
—
|
|
|
(512,908
|
)
|
|
—
|
|
|||
Forfeited
|
(6,239
|
)
|
|
(21,146
|
)
|
|
—
|
|
|||
Outstanding – June 30, 2018
|
687,038
|
|
|
953,599
|
|
|
205,931
|
|
|||
Weighted average grant date fair value (2018 awards)
|
$
|
—
|
|
|
$
|
29.33
|
|
|
$
|
28.75
|
|
11
.
|
Taxes
|
12
.
|
Segments, Revenue Recognition and Related Information
|
|
Revenues
|
|
Depreciation and
amortization |
|
Operating income (loss)
|
|
Capital
expenditures |
|
Total assets
|
||||||||||
Three months ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Well Site Services –
|
|
|
|
|
|
|
|
|
|
||||||||||
Completion Services
|
$
|
108,368
|
|
|
$
|
16,816
|
|
|
$
|
1,204
|
|
|
$
|
14,590
|
|
|
$
|
526,551
|
|
Drilling Services
|
16,756
|
|
|
3,551
|
|
|
(2,957
|
)
|
|
1,801
|
|
|
69,256
|
|
|||||
Total Well Site Services
|
125,124
|
|
|
20,367
|
|
|
(1,753
|
)
|
|
16,391
|
|
|
595,807
|
|
|||||
Downhole Technologies
|
59,274
|
|
|
4,532
|
|
|
11,600
|
|
|
3,168
|
|
|
677,367
|
|
|||||
Offshore/Manufactured Products
|
101,447
|
|
|
5,786
|
|
|
12,664
|
|
|
4,108
|
|
|
710,125
|
|
|||||
Corporate
|
—
|
|
|
237
|
|
|
(13,811
|
)
|
|
356
|
|
|
41,827
|
|
|||||
Total
|
$
|
285,845
|
|
|
$
|
30,922
|
|
|
$
|
8,700
|
|
|
$
|
24,023
|
|
|
$
|
2,025,126
|
|
|
Revenues
|
|
Depreciation and
amortization |
|
Operating income (loss)
|
|
Capital
expenditures |
|
Total assets
|
||||||||||
Three months ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Well Site Services –
|
|
|
|
|
|
|
|
|
|
||||||||||
Completion Services
|
$
|
57,890
|
|
|
$
|
16,193
|
|
|
$
|
(12,547
|
)
|
|
$
|
3,621
|
|
|
$
|
446,807
|
|
Drilling Services
|
11,477
|
|
|
4,794
|
|
|
(3,787
|
)
|
|
815
|
|
|
73,906
|
|
|||||
Total Well Site Services
|
69,367
|
|
|
20,987
|
|
|
(16,334
|
)
|
|
4,436
|
|
|
520,713
|
|
|||||
Downhole Technologies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Offshore/Manufactured Products
|
102,035
|
|
|
6,534
|
|
|
10,662
|
|
|
2,907
|
|
|
784,891
|
|
|||||
Corporate
|
—
|
|
|
263
|
|
|
(12,834
|
)
|
|
131
|
|
|
42,224
|
|
|||||
Total
|
$
|
171,402
|
|
|
$
|
27,784
|
|
|
$
|
(18,506
|
)
|
|
$
|
7,474
|
|
|
$
|
1,347,828
|
|
|
Revenues
|
|
Depreciation and
amortization |
|
Operating income (loss)
|
|
Capital
expenditures |
|
Total assets
|
||||||||||
Six months ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Well Site Services –
|
|
|
|
|
|
|
|
|
|
||||||||||
Completion Services
|
$
|
191,208
|
|
|
$
|
32,198
|
|
|
$
|
(3,267
|
)
|
|
$
|
22,515
|
|
|
$
|
526,551
|
|
Drilling Services
|
34,315
|
|
|
7,419
|
|
|
(5,268
|
)
|
|
3,026
|
|
|
69,256
|
|
|||||
Total Well Site Services
|
225,523
|
|
|
39,617
|
|
|
(8,535
|
)
|
|
25,541
|
|
|
595,807
|
|
|||||
Downhole Technologies
|
105,055
|
|
|
8,416
|
|
|
19,654
|
|
|
5,066
|
|
|
677,367
|
|
|||||
Offshore/Manufactured Products
|
208,843
|
|
|
11,600
|
|
|
25,116
|
|
|
7,131
|
|
|
710,125
|
|
|||||
Corporate
|
—
|
|
|
479
|
|
|
(28,449
|
)
|
|
523
|
|
|
41,827
|
|
|||||
Total
|
$
|
539,421
|
|
|
$
|
60,112
|
|
|
$
|
7,786
|
|
|
$
|
38,261
|
|
|
$
|
2,025,126
|
|
|
Revenues
|
|
Depreciation and
amortization |
|
Operating income (loss)
|
|
Capital
expenditures |
|
Total assets
|
||||||||||
Six months ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Well Site Services –
|
|
|
|
|
|
|
|
|
|
||||||||||
Completion Services
|
$
|
106,562
|
|
|
$
|
32,721
|
|
|
$
|
(29,027
|
)
|
|
$
|
6,113
|
|
|
$
|
446,807
|
|
Drilling Services
|
22,958
|
|
|
9,829
|
|
|
(8,004
|
)
|
|
1,107
|
|
|
73,906
|
|
|||||
Total Well Site Services
|
129,520
|
|
|
42,550
|
|
|
(37,031
|
)
|
|
7,220
|
|
|
520,713
|
|
|||||
Downhole Technologies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Offshore/Manufactured Products
|
193,349
|
|
|
12,687
|
|
|
20,126
|
|
|
5,929
|
|
|
784,891
|
|
|||||
Corporate
|
—
|
|
|
527
|
|
|
(24,925
|
)
|
|
142
|
|
|
42,224
|
|
|||||
Total
|
$
|
322,869
|
|
|
$
|
55,764
|
|
|
$
|
(41,830
|
)
|
|
$
|
13,291
|
|
|
$
|
1,347,828
|
|
|
Well Site Services
|
|
Downhole Technologies
|
|
Offshore/Manufactured Products
|
|
Total
|
||||||||||||||||||||||||
Three months ended June 30,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Major revenue categories -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Project-driven products
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,225
|
|
|
$
|
34,582
|
|
|
$
|
35,225
|
|
|
$
|
34,582
|
|
Short-cycle:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Completion products and services
|
108,368
|
|
|
57,890
|
|
|
59,274
|
|
|
—
|
|
|
29,783
|
|
|
31,117
|
|
|
197,425
|
|
|
89,007
|
|
||||||||
Drilling services
|
16,756
|
|
|
11,477
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,756
|
|
|
11,477
|
|
||||||||
Other products
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,565
|
|
|
8,903
|
|
|
7,565
|
|
|
8,903
|
|
||||||||
Total short-cycle
|
125,124
|
|
|
69,367
|
|
|
59,274
|
|
|
—
|
|
|
37,348
|
|
|
40,020
|
|
|
221,746
|
|
|
109,387
|
|
||||||||
Other products and services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,874
|
|
|
27,433
|
|
|
28,874
|
|
|
27,433
|
|
||||||||
|
$
|
125,124
|
|
|
$
|
69,367
|
|
|
$
|
59,274
|
|
|
$
|
—
|
|
|
$
|
101,447
|
|
|
$
|
102,035
|
|
|
$
|
285,845
|
|
|
$
|
171,402
|
|
|
Well Site Services
|
|
Downhole Technologies
|
|
Offshore/Manufactured Products
|
|
Total
|
||||||||||||||||||||||||
Six months ended June 30,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Major revenue categories -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Project-driven products
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,024
|
|
|
$
|
66,917
|
|
|
$
|
76,024
|
|
|
$
|
66,917
|
|
Short-cycle:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Completion products and services
|
191,208
|
|
|
106,562
|
|
|
105,055
|
|
|
—
|
|
|
62,755
|
|
|
56,966
|
|
|
359,018
|
|
|
163,528
|
|
||||||||
Drilling services
|
34,315
|
|
|
22,958
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,315
|
|
|
22,958
|
|
||||||||
Other products
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,011
|
|
|
16,125
|
|
|
15,011
|
|
|
16,125
|
|
||||||||
Total short-cycle
|
225,523
|
|
|
129,520
|
|
|
105,055
|
|
|
—
|
|
|
77,766
|
|
|
73,091
|
|
|
408,344
|
|
|
202,611
|
|
||||||||
Other products and services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,053
|
|
|
53,341
|
|
|
55,053
|
|
|
53,341
|
|
||||||||
|
$
|
225,523
|
|
|
$
|
129,520
|
|
|
$
|
105,055
|
|
|
$
|
—
|
|
|
$
|
208,843
|
|
|
$
|
193,349
|
|
|
$
|
539,421
|
|
|
$
|
322,869
|
|
|
June 30,
2018 |
|
December 31, 2017
|
||||
Customer Accounts Receivable:
|
|
|
|
||||
Trade
|
$
|
213,335
|
|
|
$
|
153,912
|
|
Unbilled revenue
|
38,933
|
|
|
21,638
|
|
||
Contract assets
|
34,496
|
|
|
41,195
|
|
||
|
$
|
286,764
|
|
|
$
|
216,745
|
|
|
|
|
|
||||
Contract liabilities (deferred revenue)
|
$
|
14,907
|
|
|
$
|
18,234
|
|
|
Six Months Ended June 30, 2018
|
||||||
|
Contract Assets
|
|
Deferred Revenue
|
||||
Revenue recognized that was included in the contract liability balance at the beginning of the period
|
$
|
—
|
|
|
$
|
(5,840
|
)
|
Increases due to billings, excluding amounts recognized as revenue during the period
|
—
|
|
|
2,577
|
|
||
Increases due to revenue recognized during the period
|
28,779
|
|
|
—
|
|
||
Transferred to receivables from contract assets recognized at the beginning of the period
|
(35,478
|
)
|
|
—
|
|
13
.
|
Commitments and Contingencies
|
14
.
|
Related Party Transactions
|
•
|
the level of supply of and demand for oil and natural gas;
|
•
|
fluctuations in the current and future prices of oil and natural gas;
|
•
|
the impact on certain major U.S. areas in which we operate of pipeline take away capacity constraints;
|
•
|
the cyclical nature of the oil and gas industry;
|
•
|
the level of exploration, drilling and completion activity;
|
•
|
the financial health of our customers;
|
•
|
the availability of attractive oil and natural gas field prospects, which may be affected by governmental actions or actions of other parties which may restrict drilling;
|
•
|
the level of offshore oil and natural gas developmental activities;
|
•
|
general global economic conditions;
|
•
|
the ability of the Organization of Petroleum Exporting Countries ("OPEC") to set and maintain production levels and pricing;
|
•
|
global weather conditions and natural disasters;
|
•
|
changes in tax laws and regulations;
|
•
|
the impact of tariffs and duties on imported raw materials and exported finished goods;
|
•
|
the impact of environmental matters, including future environmental regulations;
|
•
|
our ability to find and retain skilled personnel;
|
•
|
negative outcome of litigation, threatened litigation or government proceeding;
|
•
|
fluctuations in currency exchange rates;
|
•
|
the availability and cost of capital;
|
•
|
our ability to complete and integrate acquisitions of businesses, including the ability to retain GEODynamics' and Falcon's customers and employees, to successfully integrate GEODynamics' and Falcon's operations, product lines, technologies and employees into our operations, and achieve the expected accretion in earnings; and
|
•
|
the other factors identified in “Part I, Item 1A. Risk Factors” in our 2017 Form 10-K and "Part II, Item 1A. Risk Factors" included in this Quarterly Report on Form 10-Q.
|
(1)
|
Source: U.S. Energy Information Administration. As of July 23, 2018, WTI crude oil, Brent crude oil and natural gas traded at approximately $67.90 per barrel, $73.45 per barrel and $2.79 per mmBtu, respectively.
|
(2)
|
The price differential between WTI and Brent crude oil has increased due to pipeline take away capacity constraints from the U.S. Permian Basin.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
U.S. Land – Oil
|
827
|
|
694
|
|
797
|
|
630
|
U.S. Land – Natural gas and other
|
191
|
|
171
|
|
189
|
|
158
|
U.S. Offshore
|
21
|
|
25
|
|
17
|
|
25
|
Total United States
|
1,039
|
|
890
|
|
1,003
|
|
813
|
Canada
|
108
|
|
120
|
|
188
|
|
204
|
Total North America
|
1,147
|
|
1,010
|
|
1,191
|
|
1,017
|
|
|
Backlog as of
|
||||||||||||||
Year
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2018
|
|
$
|
157
|
|
|
$
|
165
|
|
|
|
|
|
||||
2017
|
|
$
|
204
|
|
|
$
|
202
|
|
|
$
|
198
|
|
|
$
|
168
|
|
2016
|
|
$
|
306
|
|
|
$
|
268
|
|
|
$
|
203
|
|
|
$
|
199
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
|
|
|
|
Variance
|
|
|
|
|
|
Variance
|
||||||||||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|
2018
|
|
2017
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Well Site Services -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Completion Services
|
$
|
108,368
|
|
|
$
|
57,890
|
|
|
$
|
50,478
|
|
|
87
|
%
|
|
$
|
191,208
|
|
|
$
|
106,562
|
|
|
$
|
84,646
|
|
|
79
|
%
|
Drilling Services
|
16,756
|
|
|
11,477
|
|
|
5,279
|
|
|
46
|
%
|
|
34,315
|
|
|
22,958
|
|
|
11,357
|
|
|
49
|
%
|
||||||
Total Well Site Services
|
125,124
|
|
|
69,367
|
|
|
55,757
|
|
|
80
|
%
|
|
225,523
|
|
|
129,520
|
|
|
96,003
|
|
|
74
|
%
|
||||||
Downhole Technologies
|
59,274
|
|
|
—
|
|
|
59,274
|
|
|
n.m.
|
|
|
105,055
|
|
|
—
|
|
|
105,055
|
|
|
n.m.
|
|
||||||
Offshore/Manufactured Products
|
101,447
|
|
|
102,035
|
|
|
(588
|
)
|
|
(1
|
)%
|
|
208,843
|
|
|
193,349
|
|
|
15,494
|
|
|
8
|
%
|
||||||
Total
|
$
|
285,845
|
|
|
$
|
171,402
|
|
|
$
|
114,443
|
|
|
67
|
%
|
|
$
|
539,421
|
|
|
$
|
322,869
|
|
|
$
|
216,552
|
|
|
67
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Product and service costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Well Site Services -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Completion Services
|
$
|
85,484
|
|
|
$
|
49,849
|
|
|
$
|
35,635
|
|
|
71
|
%
|
|
$
|
154,536
|
|
|
$
|
95,249
|
|
|
$
|
56,394
|
|
|
59
|
%
|
Drilling Services
|
15,799
|
|
|
10,024
|
|
|
5,775
|
|
|
58
|
%
|
|
28,584
|
|
|
20,234
|
|
|
11,050
|
|
|
55
|
%
|
||||||
Total Well Site Services
|
101,283
|
|
|
59,873
|
|
|
41,410
|
|
|
69
|
%
|
|
183,120
|
|
|
115,483
|
|
|
67,444
|
|
|
58
|
%
|
||||||
Downhole Technologies
|
39,180
|
|
|
—
|
|
|
39,180
|
|
|
n.m.
|
|
|
68,271
|
|
|
—
|
|
|
70,215
|
|
|
n.m.
|
|
||||||
Offshore/Manufactured Products
|
72,941
|
|
|
71,975
|
|
|
966
|
|
|
1
|
%
|
|
151,442
|
|
|
135,277
|
|
|
14,875
|
|
|
11
|
%
|
||||||
Total
|
$
|
213,404
|
|
|
$
|
131,848
|
|
|
$
|
81,556
|
|
|
62
|
%
|
|
$
|
402,833
|
|
|
$
|
250,760
|
|
|
$
|
152,534
|
|
|
61
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross profit
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Well Site Services -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Completion Services
|
$
|
22,885
|
|
|
$
|
8,040
|
|
|
$
|
14,845
|
|
|
185
|
%
|
|
$
|
39,565
|
|
|
$
|
11,312
|
|
|
$
|
28,253
|
|
|
250
|
%
|
Drilling Services
|
956
|
|
|
1,454
|
|
|
(498
|
)
|
|
(34
|
)%
|
|
3,031
|
|
|
2,725
|
|
|
306
|
|
|
11
|
%
|
||||||
Total Well Site Services
|
23,841
|
|
|
9,494
|
|
|
14,347
|
|
|
151
|
%
|
|
42,596
|
|
|
14,037
|
|
|
28,559
|
|
|
203
|
%
|
||||||
Downhole Technologies
|
20,094
|
|
|
—
|
|
|
20,094
|
|
|
n.m.
|
|
|
34,840
|
|
|
—
|
|
|
34,840
|
|
|
n.m.
|
|
||||||
Offshore/Manufactured Products
|
28,506
|
|
|
30,060
|
|
|
(1,554
|
)
|
|
(5
|
)%
|
|
58,692
|
|
|
58,072
|
|
|
620
|
|
|
1
|
%
|
||||||
Total
|
$
|
72,441
|
|
|
$
|
39,554
|
|
|
$
|
32,887
|
|
|
83
|
%
|
|
$
|
136,128
|
|
|
$
|
72,109
|
|
|
$
|
64,019
|
|
|
89
|
%
|
(1)
|
Gross profit is computed by deducting product and service costs from revenues, and excludes depreciation expense. Gross profit as a percentage of revenues is also referred to herein as gross margin.
|
|
Well Site Services
|
|
Downhole Technologies
|
|
Offshore/Manufactured Products
|
|
Total
|
||||||||||||||||||||||||
Three months ended June 30,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Major revenue categories -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Project-driven products
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,225
|
|
|
$
|
34,582
|
|
|
$
|
35,225
|
|
|
$
|
34,582
|
|
Short-cycle:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Completion products and services
|
108,368
|
|
|
57,890
|
|
|
59,274
|
|
|
—
|
|
|
29,783
|
|
|
31,117
|
|
|
197,425
|
|
|
89,007
|
|
||||||||
Drilling services
|
16,756
|
|
|
11,477
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,756
|
|
|
11,477
|
|
||||||||
Other products
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,565
|
|
|
8,903
|
|
|
7,565
|
|
|
8,903
|
|
||||||||
Total short-cycle
|
125,124
|
|
|
69,367
|
|
|
59,274
|
|
|
—
|
|
|
37,348
|
|
|
40,020
|
|
|
221,746
|
|
|
109,387
|
|
||||||||
Other products and services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,874
|
|
|
27,433
|
|
|
28,874
|
|
|
27,433
|
|
||||||||
|
$
|
125,124
|
|
|
$
|
69,367
|
|
|
$
|
59,274
|
|
|
$
|
—
|
|
|
$
|
101,447
|
|
|
$
|
102,035
|
|
|
$
|
285,845
|
|
|
$
|
171,402
|
|
|
Well Site Services
|
|
Downhole Technologies
|
|
Offshore/Manufactured Products
|
|
Total
|
||||||||||||||||||||||||
Six months ended June 30,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Major revenue categories -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Project-driven products
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,024
|
|
|
$
|
66,917
|
|
|
$
|
76,024
|
|
|
$
|
66,917
|
|
Short-cycle:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Completion products and services
|
191,208
|
|
|
106,562
|
|
|
105,055
|
|
|
—
|
|
|
62,755
|
|
|
56,966
|
|
|
359,018
|
|
|
163,528
|
|
||||||||
Drilling services
|
34,315
|
|
|
22,958
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,315
|
|
|
22,958
|
|
||||||||
Other products
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,011
|
|
|
16,125
|
|
|
15,011
|
|
|
16,125
|
|
||||||||
Total short-cycle
|
225,523
|
|
|
129,520
|
|
|
105,055
|
|
|
—
|
|
|
77,766
|
|
|
73,091
|
|
|
408,344
|
|
|
202,611
|
|
||||||||
Other products and services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,053
|
|
|
53,341
|
|
|
55,053
|
|
|
53,341
|
|
||||||||
|
$
|
225,523
|
|
|
$
|
129,520
|
|
|
$
|
105,055
|
|
|
$
|
—
|
|
|
$
|
208,843
|
|
|
$
|
193,349
|
|
|
$
|
539,421
|
|
|
$
|
322,869
|
|
Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
(1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or
Programs
(2)
|
||||||
April 1 through April 30, 2018
|
|
1,659
|
|
|
$
|
34.99
|
|
|
—
|
|
|
$
|
120,544,560
|
|
May 1 through May 31, 2018
|
|
312
|
|
|
36.64
|
|
|
—
|
|
|
120,544,560
|
|
||
June 1 through June 30, 2018
|
|
403
|
|
|
33.19
|
|
|
—
|
|
|
120,544,560
|
|
||
Total
|
|
2,374
|
|
|
$
|
34.90
|
|
|
—
|
|
|
|
|
(1)
|
All of the
2,374
shares purchased during the three-month period ended
June 30, 2018
were acquired from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting in restricted stock grants. These shares were not part of a publicly announced program to purchase common stock.
|
(2)
|
On July 29, 2015, the Company’s Board of Directors approved a new share repurchase program providing for the repurchase of up to $150 million of the Company’s common stock, which, following extension, was scheduled to expire on July 29, 2018. On July 25, 2018, our Board of Directors extended the share repurchase program for one year to July 29, 2019.
|
Exhibit No.
|
|
Description
|
|
|
|
—
|
||
|
|
|
—
|
||
|
|
|
—
|
||
|
|
|
—
|
||
|
|
|
—
|
||
|
|
|
—
|
||
|
|
|
—
|
||
|
|
|
—
|
||
|
|
|
—
|
||
|
|
|
101.INS*
|
—
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
—
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
—
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF*
|
—
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
—
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE*
|
—
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
OIL STATES INTERNATIONAL, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
July 30, 2018
|
|
By
|
/s/ LLOYD A. HAJDIK
|
|
|
|
|
|
Lloyd A. Hajdik
|
|
|
|
|
|
Executive Vice President, Chief Financial Officer and
|
|
|
|
|
|
Treasurer (Duly Authorized Officer and Principal Financial Officer)
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Oil States International, Inc. (Registrant);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the Registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
|
/s/ Cindy B. Taylor
|
|
|
|
Name:
|
Cindy B. Taylor
|
|
|
|
President and Chief Executive Officer
|
|
|
Date:
|
July 30, 2018
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Oil States International, Inc. (Registrant);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the Registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
|
/s/ Lloyd A. Hajdik
|
|
|
|
Name:
|
Lloyd A. Hajdik
|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
Date:
|
July 30, 2018
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Cindy B. Taylor
|
|
|
|
Name:
|
Cindy B. Taylor
|
|
|
|
President and Chief Executive Officer
|
|
|
Date:
|
July 30, 2018
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Lloyd A. Hajdik
|
|
|
|
Name:
|
Lloyd A. Hajdik
|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
Date:
|
July 30, 2018
|
|