☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
76-0476605
|
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
|
incorporation or organization)
|
Identification No.)
|
|
|
|
|
Three Allen Center, 333 Clay Street
|
|
|
Suite 4620
|
77002
|
|
Houston,
|
Texas
|
(Zip Code)
|
(Address of principal executive offices)
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common stock, par value $0.01 per share
|
|
OIS
|
|
New York Stock Exchange
|
Yes
|
☒
|
No
|
☐
|
Yes
|
☒
|
No
|
☐
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
Yes
|
☐
|
No
|
☒
|
|
Page No.
|
||
Part I – FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
Item 1. Financial Statements:
|
|
|
|
|
|
|
|
Condensed Consolidated Financial Statements
|
|
|
|
Unaudited Consolidated Statements of Operations
|
|||
Unaudited Consolidated Statements of Comprehensive Loss
|
|||
Consolidated Balance Sheets
|
|||
Unaudited Consolidated Statements of Stockholders' Equity
|
|||
Unaudited Consolidated Statements of Cash Flows
|
|||
Notes to Unaudited Condensed Consolidated Financial Statements
|
–
|
||
|
|
|
|
Cautionary Statement Regarding Forward-Looking Statements
|
–
|
||
|
|
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
–
|
||
|
|
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
|||
|
|
|
|
Item 4. Controls and Procedures
|
|||
|
|
|
|
Part II – OTHER INFORMATION
|
|
|
|
|
|
|
|
Item 1. Legal Proceedings
|
|||
|
|
|
|
Item 1A. Risk Factors
|
|||
|
|
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|||
|
|
|
|
Item 3. Defaults Upon Senior Securities
|
|||
|
|
|
|
Item 4. Mine Safety Disclosures
|
|||
|
|
|
|
Item 5. Other Information
|
|||
|
|
|
|
Item 6. Exhibits
|
|||
|
|
|
|
Signature Page
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Products
|
$
|
124,965
|
|
|
$
|
136,182
|
|
|
$
|
241,293
|
|
|
$
|
265,008
|
|
Services
|
139,720
|
|
|
149,663
|
|
|
274,003
|
|
|
274,413
|
|
||||
|
264,685
|
|
|
285,845
|
|
|
515,296
|
|
|
539,421
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Product costs
|
95,289
|
|
|
95,324
|
|
|
184,557
|
|
|
188,300
|
|
||||
Service costs
|
112,823
|
|
|
118,079
|
|
|
223,433
|
|
|
214,993
|
|
||||
Cost of revenues (exclusive of depreciation and amortization expense presented below)
|
208,112
|
|
|
213,403
|
|
|
407,990
|
|
|
403,293
|
|
||||
Selling, general and administrative expense
|
31,484
|
|
|
35,919
|
|
|
61,592
|
|
|
70,114
|
|
||||
Depreciation and amortization expense
|
31,883
|
|
|
30,922
|
|
|
63,434
|
|
|
60,112
|
|
||||
Other operating income, net
|
(399
|
)
|
|
(3,099
|
)
|
|
(485
|
)
|
|
(1,884
|
)
|
||||
|
271,080
|
|
|
277,145
|
|
|
532,531
|
|
|
531,635
|
|
||||
Operating income (loss)
|
(6,395
|
)
|
|
8,700
|
|
|
(17,235
|
)
|
|
7,786
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(4,617
|
)
|
|
(4,790
|
)
|
|
(9,369
|
)
|
|
(9,244
|
)
|
||||
Other income
|
1,009
|
|
|
571
|
|
|
1,676
|
|
|
1,218
|
|
||||
Income (loss) before income taxes
|
(10,003
|
)
|
|
4,481
|
|
|
(24,928
|
)
|
|
(240
|
)
|
||||
Income tax (provision) benefit
|
263
|
|
|
(1,739
|
)
|
|
540
|
|
|
(510
|
)
|
||||
Net income (loss)
|
$
|
(9,740
|
)
|
|
$
|
2,742
|
|
|
$
|
(24,388
|
)
|
|
$
|
(750
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.16
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.41
|
)
|
|
$
|
(0.01
|
)
|
Diluted
|
(0.16
|
)
|
|
0.05
|
|
|
(0.41
|
)
|
|
(0.01
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
59,406
|
|
|
59,005
|
|
|
59,332
|
|
|
58,396
|
|
||||
Diluted
|
59,406
|
|
|
59,005
|
|
|
59,332
|
|
|
58,396
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income (loss)
|
$
|
(9,740
|
)
|
|
$
|
2,742
|
|
|
$
|
(24,388
|
)
|
|
$
|
(750
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
(2,329
|
)
|
|
(13,733
|
)
|
|
137
|
|
|
(8,699
|
)
|
||||
Comprehensive loss
|
$
|
(12,069
|
)
|
|
$
|
(10,991
|
)
|
|
$
|
(24,251
|
)
|
|
$
|
(9,449
|
)
|
Three Months Ended June 30, 2019
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Stockholders'
Equity
|
||||||||||||
Balance, March 31, 2019
|
$
|
725
|
|
|
$
|
1,102,176
|
|
|
$
|
1,014,870
|
|
|
$
|
(68,931
|
)
|
|
$
|
(621,196
|
)
|
|
$
|
1,427,644
|
|
Net loss
|
—
|
|
|
—
|
|
|
(9,740
|
)
|
|
—
|
|
|
—
|
|
|
(9,740
|
)
|
||||||
Currency translation adjustments (excluding intercompany advances)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,946
|
)
|
|
—
|
|
|
(2,946
|
)
|
||||||
Currency translation adjustments on intercompany advances
|
—
|
|
|
—
|
|
|
—
|
|
|
617
|
|
|
—
|
|
|
617
|
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted stock
|
1
|
|
|
4,164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,165
|
|
||||||
Stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Surrender of stock to settle taxes on restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
||||||
Balance, June 30, 2019
|
$
|
726
|
|
|
$
|
1,106,340
|
|
|
$
|
1,005,130
|
|
|
$
|
(71,260
|
)
|
|
$
|
(621,208
|
)
|
|
$
|
1,419,728
|
|
Six Months Ended June 30, 2019
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Stockholders'
Equity
|
||||||||||||
Balance, December 31, 2018
|
$
|
718
|
|
|
$
|
1,097,758
|
|
|
$
|
1,029,518
|
|
|
$
|
(71,397
|
)
|
|
$
|
(616,829
|
)
|
|
$
|
1,439,768
|
|
Net loss
|
—
|
|
|
—
|
|
|
(24,388
|
)
|
|
—
|
|
|
—
|
|
|
(24,388
|
)
|
||||||
Currency translation adjustments (excluding intercompany advances)
|
—
|
|
|
—
|
|
|
—
|
|
|
(393
|
)
|
|
—
|
|
|
(393
|
)
|
||||||
Currency translation adjustments on intercompany advances
|
—
|
|
|
—
|
|
|
—
|
|
|
530
|
|
|
—
|
|
|
530
|
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted stock
|
8
|
|
|
8,529
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,537
|
|
||||||
Stock options
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||||
Stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(757
|
)
|
|
(757
|
)
|
||||||
Surrender of stock to settle taxes on restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,622
|
)
|
|
(3,622
|
)
|
||||||
Balance, June 30, 2019
|
$
|
726
|
|
|
$
|
1,106,340
|
|
|
$
|
1,005,130
|
|
|
$
|
(71,260
|
)
|
|
$
|
(621,208
|
)
|
|
$
|
1,419,728
|
|
Three Months Ended June 30, 2018
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
|
Total Stockholders' Equity
|
||||||||||||
Balance, March 31, 2018
|
$
|
717
|
|
|
$
|
1,080,216
|
|
|
$
|
1,045,131
|
|
|
$
|
(53,459
|
)
|
|
$
|
(616,590
|
)
|
|
$
|
1,456,015
|
|
Net income
|
—
|
|
|
—
|
|
|
2,742
|
|
|
—
|
|
|
—
|
|
|
2,742
|
|
||||||
Currency translation adjustments (excluding intercompany advances)
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,242
|
)
|
|
—
|
|
|
(11,242
|
)
|
||||||
Currency translation adjustments on intercompany advances
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,491
|
)
|
|
—
|
|
|
(2,491
|
)
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted stock
|
1
|
|
|
5,617
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,618
|
|
||||||
Stock options
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
||||||
Issuance of common stock in connection with GEODynamics acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of 1.50% convertible senior notes, net of income taxes of $7,744
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Surrender of stock to settle taxes on restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
(83
|
)
|
||||||
Balance, June 30, 2018
|
$
|
718
|
|
|
$
|
1,085,927
|
|
|
$
|
1,047,873
|
|
|
$
|
(67,192
|
)
|
|
$
|
(616,673
|
)
|
|
$
|
1,450,653
|
|
Six Months Ended June 30, 2018
|
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,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(24,388
|
)
|
|
$
|
(750
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
63,434
|
|
|
60,112
|
|
||
Stock-based compensation expense
|
8,590
|
|
|
10,861
|
|
||
Amortization of debt discount and deferred financing costs
|
3,894
|
|
|
3,613
|
|
||
Deferred income tax provision (benefit)
|
(3,495
|
)
|
|
481
|
|
||
Gain on disposals of assets
|
(1,245
|
)
|
|
(927
|
)
|
||
Other, net
|
141
|
|
|
2,520
|
|
||
Changes in operating assets and liabilities, net of effect from acquired businesses:
|
|
|
|
||||
Accounts receivable
|
19,884
|
|
|
(19,134
|
)
|
||
Inventories
|
(534
|
)
|
|
(1,768
|
)
|
||
Accounts payable and accrued liabilities
|
1,200
|
|
|
(2,251
|
)
|
||
Income taxes payable
|
943
|
|
|
(31
|
)
|
||
Other operating assets and liabilities, net
|
(2,421
|
)
|
|
(5,792
|
)
|
||
Net cash flows provided by operating activities
|
66,003
|
|
|
46,934
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(31,577
|
)
|
|
(38,261
|
)
|
||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(379,676
|
)
|
||
Proceeds from disposition of property, plant and equipment
|
2,151
|
|
|
1,197
|
|
||
Other, net
|
(1,459
|
)
|
|
(985
|
)
|
||
Net cash flows used in investing activities
|
(30,885
|
)
|
|
(417,725
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Issuance of 1.50% convertible senior notes
|
—
|
|
|
200,000
|
|
||
Revolving credit facility borrowings
|
119,252
|
|
|
704,469
|
|
||
Revolving credit facility repayments
|
(156,208
|
)
|
|
(546,564
|
)
|
||
Other debt and finance lease repayments, net
|
(301
|
)
|
|
(266
|
)
|
||
Payment of financing costs
|
(8
|
)
|
|
(7,366
|
)
|
||
Purchase of treasury stock
|
(757
|
)
|
|
—
|
|
||
Shares added to treasury stock as a result of net share settlements
due to vesting of restricted stock |
(3,622
|
)
|
|
(4,022
|
)
|
||
Net cash flows provided by (used in) financing activities
|
(41,644
|
)
|
|
346,251
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(384
|
)
|
|
183
|
|
||
Net change in cash and cash equivalents
|
(6,910
|
)
|
|
(24,357
|
)
|
||
Cash and cash equivalents, beginning of period
|
19,316
|
|
|
53,459
|
|
||
Cash and cash equivalents, end of period
|
$
|
12,406
|
|
|
$
|
29,102
|
|
|
|
|
|
||||
Cash paid for:
|
|
|
|
||||
Interest
|
$
|
5,285
|
|
|
$
|
4,033
|
|
Income taxes, net of refunds
|
2,002
|
|
|
2,978
|
|
1.
|
Organization and Basis of Presentation
|
2.
|
Recent Accounting Pronouncements
|
3.
|
Business Acquisitions, Goodwill and Other Intangible Assets
|
|
Six Months Ended
June 30, 2018 |
||
Revenue
|
$
|
566,045
|
|
Net income
|
$
|
1,750
|
|
Diluted net income per share
|
$
|
0.03
|
|
Diluted weighted average common shares outstanding
|
58,922
|
|
|
Well Site Services
|
|
Downhole Technologies
|
|
Offshore/
Manufactured Products |
|
Total
|
||||||||||||||||
Completion Services
|
|
Drilling Services
|
|
Subtotal
|
|||||||||||||||||||
Balance as of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
221,582
|
|
|
$
|
22,767
|
|
|
$
|
244,349
|
|
|
$
|
357,502
|
|
|
$
|
162,462
|
|
|
$
|
764,313
|
|
Accumulated impairment losses
|
(94,528
|
)
|
|
(22,767
|
)
|
|
(117,295
|
)
|
|
—
|
|
|
—
|
|
|
(117,295
|
)
|
||||||
|
127,054
|
|
|
—
|
|
|
127,054
|
|
|
357,502
|
|
|
162,462
|
|
|
647,018
|
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(34
|
)
|
||||||
Balance as of June 30, 2019
|
$
|
127,054
|
|
|
$
|
—
|
|
|
$
|
127,054
|
|
|
$
|
357,502
|
|
|
$
|
162,428
|
|
|
$
|
646,984
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying Amount
|
||||||||||||
Customer relationships
|
$
|
168,266
|
|
|
$
|
38,729
|
|
|
$
|
129,537
|
|
|
$
|
167,811
|
|
|
$
|
33,247
|
|
|
$
|
134,564
|
|
Patents/Technology/Know-how
|
85,423
|
|
|
27,268
|
|
|
58,155
|
|
|
84,903
|
|
|
23,418
|
|
|
61,485
|
|
||||||
Noncompete agreements
|
17,100
|
|
|
8,418
|
|
|
8,682
|
|
|
18,705
|
|
|
7,544
|
|
|
11,161
|
|
||||||
Tradenames and other
|
53,708
|
|
|
7,196
|
|
|
46,512
|
|
|
53,708
|
|
|
5,617
|
|
|
48,091
|
|
||||||
|
$
|
324,497
|
|
|
$
|
81,611
|
|
|
$
|
242,886
|
|
|
$
|
325,127
|
|
|
$
|
69,826
|
|
|
$
|
255,301
|
|
4.
|
Details of Selected Balance Sheet Accounts
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Accounts receivable, net:
|
|
|
|
||||
Trade
|
$
|
208,175
|
|
|
$
|
227,052
|
|
Unbilled revenue
|
37,518
|
|
|
35,674
|
|
||
Contract assets
|
20,113
|
|
|
21,201
|
|
||
Other
|
3,950
|
|
|
6,381
|
|
||
Total accounts receivable
|
269,756
|
|
|
290,308
|
|
||
Allowance for doubtful accounts
|
(6,303
|
)
|
|
(6,701
|
)
|
||
|
$
|
263,453
|
|
|
$
|
283,607
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Deferred revenue (contract liabilities)
|
$
|
15,360
|
|
|
$
|
14,160
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Inventories, net:
|
|
|
|
||||
Finished goods and purchased products
|
$
|
105,285
|
|
|
$
|
96,195
|
|
Work in process
|
21,838
|
|
|
20,552
|
|
||
Raw materials
|
103,139
|
|
|
111,197
|
|
||
Total inventories
|
230,262
|
|
|
227,944
|
|
||
Allowance for excess or obsolete inventory
|
(20,256
|
)
|
|
(18,551
|
)
|
||
|
$
|
210,006
|
|
|
$
|
209,393
|
|
|
Estimated
Useful Life (years)
|
|
June 30,
2019 |
|
December 31,
2018 |
||||||||
Property, plant and equipment, net:
|
|
|
|
|
|
|
|
|
|
||||
Land
|
|
$
|
37,758
|
|
|
$
|
37,545
|
|
|||||
Buildings and leasehold improvements
|
2
|
|
–
|
|
40
|
|
259,981
|
|
|
259,834
|
|
||
Machinery and equipment
|
1
|
|
–
|
|
28
|
|
493,121
|
|
|
483,629
|
|
||
Completion Services equipment
|
2
|
|
–
|
|
10
|
|
505,427
|
|
|
492,183
|
|
||
Office furniture and equipment
|
3
|
|
–
|
|
10
|
|
45,013
|
|
|
43,654
|
|
||
Vehicles
|
2
|
|
–
|
|
10
|
|
114,729
|
|
|
122,982
|
|
||
Construction in progress
|
|
23,337
|
|
|
29,451
|
|
|||||||
Total property, plant and equipment
|
|
1,479,366
|
|
|
1,469,278
|
|
|||||||
Accumulated depreciation
|
|
(959,042
|
)
|
|
(928,851
|
)
|
|||||||
|
|
|
|
|
|
|
$
|
520,324
|
|
|
$
|
540,427
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Other noncurrent assets:
|
|
|
|
||||
Deferred compensation plan
|
$
|
21,593
|
|
|
$
|
20,468
|
|
Deferred income taxes
|
633
|
|
|
761
|
|
||
Other
|
5,667
|
|
|
5,815
|
|
||
|
$
|
27,893
|
|
|
$
|
27,044
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Accrued liabilities:
|
|
|
|
||||
Accrued compensation
|
$
|
20,722
|
|
|
$
|
29,867
|
|
Insurance liabilities
|
12,080
|
|
|
9,177
|
|
||
Accrued taxes, other than income taxes
|
7,990
|
|
|
4,530
|
|
||
Accrued commissions
|
1,470
|
|
|
1,484
|
|
||
Accrued claims
|
258
|
|
|
2,983
|
|
||
Other
|
10,958
|
|
|
12,689
|
|
||
|
$
|
53,478
|
|
|
$
|
60,730
|
|
5.
|
Net Income (Loss) Per Share
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerators:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(9,740
|
)
|
|
$
|
2,742
|
|
|
$
|
(24,388
|
)
|
|
$
|
(750
|
)
|
Less: Income attributable to unvested restricted stock awards
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
||||
Numerator for basic net income (loss) per share
|
(9,740
|
)
|
|
2,698
|
|
|
(24,388
|
)
|
|
(750
|
)
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Unvested restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Numerator for diluted net income (loss) per share
|
$
|
(9,740
|
)
|
|
$
|
2,698
|
|
|
$
|
(24,388
|
)
|
|
$
|
(750
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominators:
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding
|
60,458
|
|
|
59,964
|
|
|
60,353
|
|
|
59,389
|
|
||||
Less: Weighted average number of unvested restricted stock awards outstanding
|
(1,052
|
)
|
|
(959
|
)
|
|
(1,021
|
)
|
|
(993
|
)
|
||||
Denominator for basic net income (loss) per share
|
59,406
|
|
|
59,005
|
|
|
59,332
|
|
|
58,396
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Unvested restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Assumed exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
1.50% convertible senior notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Denominator for diluted net income (loss) per share
|
59,406
|
|
|
59,005
|
|
|
59,332
|
|
|
58,396
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.16
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.41
|
)
|
|
$
|
(0.01
|
)
|
Diluted
|
(0.16
|
)
|
|
0.05
|
|
|
(0.41
|
)
|
|
(0.01
|
)
|
6.
|
Long-term Debt
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Revolving credit facility(1)
|
$
|
97,465
|
|
|
$
|
134,096
|
|
1.50% convertible senior notes(2)
|
170,663
|
|
|
167,102
|
|
||
Promissory note
|
25,000
|
|
|
25,000
|
|
||
Other debt and finance lease obligations
|
5,239
|
|
|
5,540
|
|
||
Total debt
|
298,367
|
|
|
331,738
|
|
||
Less: Current portion
|
(25,583
|
)
|
|
(25,561
|
)
|
||
Total long-term debt
|
$
|
272,784
|
|
|
$
|
306,177
|
|
(1)
|
Presented net of $1.7 million and $2.0 million of unamortized debt issuance costs as of June 30, 2019 and December 31, 2018, respectively.
|
(2)
|
The principal amount of the 1.50% convertible senior notes is $200.0 million. See "1.50% Convertible Senior Notes" below.
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Principal amount of the liability component
|
$
|
200,000
|
|
|
$
|
200,000
|
|
Less: Unamortized discount
|
25,669
|
|
|
28,825
|
|
||
Less: Unamortized issuance costs
|
3,668
|
|
|
4,073
|
|
||
Net carrying amount of the liability
|
$
|
170,663
|
|
|
$
|
167,102
|
|
7.
|
Fair Value Measurements
|
8.
|
Leases
|
|
Three Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
||||
Operating lease expense components:
|
|
|
|
||||
Leases with initial term of greater than 12 months
|
$
|
2,897
|
|
|
$
|
5,858
|
|
Leases with initial term of 12 months or less
|
1,413
|
|
|
2,766
|
|
||
|
$
|
4,310
|
|
|
$
|
8,624
|
|
|
|
|
|
||||
Operating lease assets obtained in exchange for operating lease liabilities:
|
|
|
|
||||
Upon adoption of standard (January 1, 2019)
|
|
|
$
|
47,721
|
|
||
Subsequent to adoption
|
|
|
5,332
|
|
|||
Non-cash operating lease amounts
|
|
|
$
|
53,053
|
|
|
Operating Leases
|
||
2019 (less six months ended June 30)
|
$
|
5,654
|
|
2020
|
10,125
|
|
|
2021
|
8,282
|
|
|
2022
|
6,176
|
|
|
2023
|
5,192
|
|
|
After 2023
|
22,861
|
|
|
Total lease payments
|
58,290
|
|
|
Less: Imputed interest
|
(10,025
|
)
|
|
Present value of operating lease liabilities
|
48,265
|
|
|
Less: Current portion
|
(8,997
|
)
|
|
Total long-term operating lease liabilities
|
$
|
39,268
|
|
Weighted-average remaining lease term (years)
|
7.7
|
|
|
Weighted-average discount rate
|
5.0
|
%
|
9.
|
Stockholders' Equity
|
Shares of common stock outstanding – December 31, 2018
|
59,969,695
|
|
Restricted stock awards, net of forfeitures
|
767,864
|
|
Shares withheld for taxes on vesting of restricted stock awards and transferred to treasury
|
(204,505
|
)
|
Purchase of treasury stock
|
(50,800
|
)
|
Shares of common stock outstanding – June 30, 2019
|
60,482,254
|
|
10.
|
Accumulated Other Comprehensive Loss
|
11.
|
Long-Term Incentive Compensation
|
|
Stock Options
|
|
Service-based Restricted Stock
|
|
Performance-based Stock Units
|
||||||
Outstanding – December 31, 2018
|
681,894
|
|
|
929,554
|
|
|
227,124
|
|
|||
Granted
|
—
|
|
|
674,923
|
|
|
76,793
|
|
|||
Vested/Exercised
|
—
|
|
|
(534,661
|
)
|
|
(105,988
|
)
|
|||
Forfeited
|
(45,624
|
)
|
|
(13,047
|
)
|
|
—
|
|
|||
Outstanding – June 30, 2019
|
636,270
|
|
|
1,056,769
|
|
|
197,929
|
|
|||
Weighted average grant date fair value (2019 awards)
|
$
|
—
|
|
|
$
|
17.65
|
|
|
$
|
17.58
|
|
12.
|
Income Taxes
|
13.
|
Segments and Related Information
|
|
Revenues
|
|
Depreciation and
amortization |
|
Operating income (loss)
|
|
Capital
expenditures |
|
Total assets
|
||||||||||
Three months ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Well Site Services –
|
|
|
|
|
|
|
|
|
|
||||||||||
Completion Services
|
$
|
103,320
|
|
|
$
|
17,248
|
|
|
$
|
(507
|
)
|
|
$
|
7,201
|
|
|
$
|
507,028
|
|
Drilling Services
|
12,646
|
|
|
3,224
|
|
|
(2,601
|
)
|
|
965
|
|
|
59,322
|
|
|||||
Total Well Site Services
|
115,966
|
|
|
20,472
|
|
|
(3,108
|
)
|
|
8,166
|
|
|
566,350
|
|
|||||
Downhole Technologies
|
46,740
|
|
|
5,256
|
|
|
(1,462
|
)
|
|
3,460
|
|
|
707,878
|
|
|||||
Offshore/Manufactured Products
|
101,979
|
|
|
5,973
|
|
|
9,809
|
|
|
1,720
|
|
|
677,644
|
|
|||||
Corporate
|
—
|
|
|
182
|
|
|
(11,634
|
)
|
|
309
|
|
|
45,829
|
|
|||||
Total
|
$
|
264,685
|
|
|
$
|
31,883
|
|
|
$
|
(6,395
|
)
|
|
$
|
13,655
|
|
|
$
|
1,997,701
|
|
|
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
|
||||||||||
Six months ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Well Site Services –
|
|
|
|
|
|
|
|
|
|
||||||||||
Completion Services
|
$
|
203,962
|
|
|
$
|
34,534
|
|
|
$
|
(4,001
|
)
|
|
$
|
18,883
|
|
|
$
|
507,028
|
|
Drilling Services
|
20,396
|
|
|
6,565
|
|
|
(7,160
|
)
|
|
1,914
|
|
|
59,322
|
|
|||||
Total Well Site Services
|
224,358
|
|
|
41,099
|
|
|
(11,161
|
)
|
|
20,797
|
|
|
566,350
|
|
|||||
Downhole Technologies
|
101,030
|
|
|
10,322
|
|
|
2,592
|
|
|
7,076
|
|
|
707,878
|
|
|||||
Offshore/Manufactured Products
|
189,908
|
|
|
11,560
|
|
|
15,068
|
|
|
3,266
|
|
|
677,644
|
|
|||||
Corporate
|
—
|
|
|
453
|
|
|
(23,734
|
)
|
|
438
|
|
|
45,829
|
|
|||||
Total
|
$
|
515,296
|
|
|
$
|
63,434
|
|
|
$
|
(17,235
|
)
|
|
$
|
31,577
|
|
|
$
|
1,997,701
|
|
|
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
|
|
|
Well Site Services
|
|
Downhole Technologies
|
|
Offshore/Manufactured Products
|
|
Total
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Three months ended June 30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Major revenue categories -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Project-driven products
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,517
|
|
|
$
|
35,225
|
|
|
$
|
38,517
|
|
|
$
|
35,225
|
|
Short-cycle:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Completion products and services
|
103,320
|
|
|
108,368
|
|
|
46,740
|
|
|
59,274
|
|
|
29,265
|
|
|
29,783
|
|
|
179,325
|
|
|
197,425
|
|
||||||||
Drilling services
|
12,646
|
|
|
16,756
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,646
|
|
|
16,756
|
|
||||||||
Other products
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,746
|
|
|
7,565
|
|
|
5,746
|
|
|
7,565
|
|
||||||||
Total short-cycle
|
115,966
|
|
|
125,124
|
|
|
46,740
|
|
|
59,274
|
|
|
35,011
|
|
|
37,348
|
|
|
197,717
|
|
|
221,746
|
|
||||||||
Other products and services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,451
|
|
|
28,874
|
|
|
28,451
|
|
|
28,874
|
|
||||||||
|
$
|
115,966
|
|
|
$
|
125,124
|
|
|
$
|
46,740
|
|
|
$
|
59,274
|
|
|
$
|
101,979
|
|
|
$
|
101,447
|
|
|
$
|
264,685
|
|
|
$
|
285,845
|
|
Percentage of total revenue by type -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Products
|
—
|
%
|
|
—
|
%
|
|
98
|
%
|
|
98
|
%
|
|
78
|
%
|
|
77
|
%
|
|
47
|
%
|
|
48
|
%
|
Services
|
100
|
%
|
|
100
|
%
|
|
2
|
%
|
|
2
|
%
|
|
22
|
%
|
|
23
|
%
|
|
53
|
%
|
|
52
|
%
|
|
Well Site Services
|
|
Downhole Technologies
|
|
Offshore/Manufactured Products
|
|
Total
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Six months ended June 30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Major revenue categories -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Project-driven products
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,762
|
|
|
$
|
76,024
|
|
|
$
|
65,762
|
|
|
$
|
76,024
|
|
Short-cycle:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Completion products and services
|
203,962
|
|
|
191,208
|
|
|
101,030
|
|
|
105,055
|
|
|
53,540
|
|
|
62,755
|
|
|
358,532
|
|
|
359,018
|
|
||||||||
Drilling services
|
20,396
|
|
|
34,315
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,396
|
|
|
34,315
|
|
||||||||
Other products
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,484
|
|
|
15,011
|
|
|
13,484
|
|
|
15,011
|
|
||||||||
Total short-cycle
|
224,358
|
|
|
225,523
|
|
|
101,030
|
|
|
105,055
|
|
|
67,024
|
|
|
77,766
|
|
|
392,412
|
|
|
408,344
|
|
||||||||
Other products and services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,122
|
|
|
55,053
|
|
|
57,122
|
|
|
55,053
|
|
||||||||
|
$
|
224,358
|
|
|
$
|
225,523
|
|
|
$
|
101,030
|
|
|
$
|
105,055
|
|
|
$
|
189,908
|
|
|
$
|
208,843
|
|
|
$
|
515,296
|
|
|
$
|
539,421
|
|
Percentage of total revenue by type -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Products
|
—
|
%
|
|
—
|
%
|
|
97
|
%
|
|
98
|
%
|
|
75
|
%
|
|
78
|
%
|
|
47
|
%
|
|
49
|
%
|
Services
|
100
|
%
|
|
100
|
%
|
|
3
|
%
|
|
2
|
%
|
|
25
|
%
|
|
22
|
%
|
|
53
|
%
|
|
51
|
%
|
14.
|
Commitments and Contingencies
|
15.
|
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 cyclical nature of the oil and natural gas industry;
|
•
|
the level of exploration, drilling and completion activity;
|
•
|
the financial health of our customers;
|
•
|
the impact on certain major U.S. areas in which we operate of pipeline take away capacity constraints;
|
•
|
the availability of and access to attractive oil and natural gas field prospects by our customers, which may be affected by governmental actions or actions of other parties which may restrict drilling and completion activities;
|
•
|
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;
|
•
|
impact of environmental matters, including future environmental or climate change regulations which may result in increased operating costs or reduced commodity demand globally;
|
•
|
our ability to find and retain skilled personnel;
|
•
|
negative outcome of litigation, threatened litigation or government proceedings;
|
•
|
fluctuations in currency exchange rates;
|
•
|
physical, digital, cyber, internal and external security breaches;
|
•
|
the availability and cost of capital;
|
•
|
our ability to protect our intellectual property rights;
|
•
|
our ability to complete the integration of acquired businesses and achieve the expected accretion in earnings; and
|
•
|
the other factors identified in "Part I, Item 1A. Risk Factors" in our 2018 Form 10-K and "Part II, Item 1A. Risk Factors" included in this Quarterly Report on Form 10-Q.
|
|
|
Average Price(1) for quarter ended
|
|
Average Price(1) for year ended December 31
|
||||||||||||||||
Year
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
|||||||||||
WTI Crude (per bbl)
|
|
|
|
|
|
|
|
|
||||||||||||
2019
|
|
$
|
54.82
|
|
|
$
|
59.88
|
|
|
|
|
|
|
|
|
|||||
2018
|
(2)
|
$
|
62.91
|
|
|
$
|
68.07
|
|
|
$
|
69.70
|
|
|
$
|
59.97
|
|
|
$
|
65.25
|
|
2017
|
|
$
|
51.62
|
|
|
$
|
48.13
|
|
|
$
|
48.18
|
|
|
$
|
55.27
|
|
|
$
|
50.80
|
|
Brent Crude (per bbl)
|
|
|
|
|
|
|
|
|
||||||||||||
2019
|
|
$
|
63.10
|
|
|
$
|
69.01
|
|
|
|
|
|
|
|
|
|||||
2018
|
(2)
|
$
|
66.86
|
|
|
$
|
74.53
|
|
|
$
|
75.08
|
|
|
$
|
68.76
|
|
|
$
|
71.32
|
|
2017
|
|
$
|
53.59
|
|
|
$
|
49.55
|
|
|
$
|
52.10
|
|
|
$
|
61.40
|
|
|
$
|
54.12
|
|
Henry Hub Natural Gas (per mmBtu)
|
|
|
|
|
|
|
||||||||||||||
2019
|
|
$
|
2.92
|
|
|
$
|
2.57
|
|
|
|
|
|
|
|
|
|||||
2018
|
|
$
|
3.08
|
|
|
$
|
2.85
|
|
|
$
|
2.93
|
|
|
$
|
3.77
|
|
|
$
|
3.15
|
|
2017
|
|
$
|
3.02
|
|
|
$
|
3.08
|
|
|
$
|
2.95
|
|
|
$
|
2.90
|
|
|
$
|
2.99
|
|
(1)
|
Source: U.S. Energy Information Administration. As of July 22, 2019, WTI crude oil, Brent crude oil and natural gas traded at approximately $55.87 per barrel, $61.96 per barrel and $2.33 per mmBtu, respectively.
|
(2)
|
Reflecting the impact of pipeline takeaway capacity constraints from the Permian Basin, the average price per barrel for WTI (Midland, Texas) crude oil for the first, second, third and fourth quarters of 2018 was approximately 1%, 12%, 21% and 11%, respectively, below the average WTI crude oil quarterly benchmark prices referenced, which are based on the spot price of WTI at Cushing, Oklahoma. Brent crude oil average quarterly prices for the first, second, third and fourth quarters of 2018 were 7%, 24%, 36% and 28%, respectively above the corresponding WTI (Midland, Texas) crude oil quarterly average prices. During the first quarter of 2019, the differential between WTI crude oil pricing and WTI (Midland, Texas) crude oil pricing was effectively eliminated due to reductions in pipeline takeaway capacity constraints from the Permian Basin.
|
|
|
Backlog as of
|
||||||||||||||
Year
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2019
|
|
$
|
234
|
|
|
$
|
283
|
|
|
|
|
|
||||
2018
|
|
$
|
157
|
|
|
$
|
165
|
|
|
$
|
175
|
|
|
$
|
179
|
|
2017
|
|
$
|
204
|
|
|
$
|
202
|
|
|
$
|
198
|
|
|
$
|
168
|
|
2016
|
|
$
|
306
|
|
|
$
|
268
|
|
|
$
|
203
|
|
|
$
|
199
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
Variance
|
|
2019
|
|
2018
|
|
Variance
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Products
|
$
|
124,965
|
|
|
$
|
136,182
|
|
|
$
|
(11,217
|
)
|
|
$
|
241,293
|
|
|
$
|
265,008
|
|
|
$
|
(23,715
|
)
|
Services
|
139,720
|
|
|
149,663
|
|
|
(9,943
|
)
|
|
274,003
|
|
|
274,413
|
|
|
(410
|
)
|
||||||
|
264,685
|
|
|
285,845
|
|
|
(21,160
|
)
|
|
515,296
|
|
|
539,421
|
|
|
(24,125
|
)
|
||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product costs
|
95,289
|
|
|
95,324
|
|
|
(35
|
)
|
|
184,557
|
|
|
188,300
|
|
|
(3,743
|
)
|
||||||
Service costs
|
112,823
|
|
|
118,079
|
|
|
(5,256
|
)
|
|
223,433
|
|
|
214,993
|
|
|
8,440
|
|
||||||
Cost of revenues (exclusive of depreciation and amortization expense presented below)
|
208,112
|
|
|
213,403
|
|
|
(5,291
|
)
|
|
407,990
|
|
|
403,293
|
|
|
4,697
|
|
||||||
Selling, general and administrative expenses
|
31,484
|
|
|
35,919
|
|
|
(4,435
|
)
|
|
61,592
|
|
|
70,114
|
|
|
(8,522
|
)
|
||||||
Depreciation and amortization expense
|
31,883
|
|
|
30,922
|
|
|
961
|
|
|
63,434
|
|
|
60,112
|
|
|
3,322
|
|
||||||
Other operating income, net
|
(399
|
)
|
|
(3,099
|
)
|
|
2,700
|
|
|
(485
|
)
|
|
(1,884
|
)
|
|
1,399
|
|
||||||
|
271,080
|
|
|
277,145
|
|
|
(6,065
|
)
|
|
532,531
|
|
|
531,635
|
|
|
896
|
|
||||||
Operating income (loss)
|
(6,395
|
)
|
|
8,700
|
|
|
(15,095
|
)
|
|
(17,235
|
)
|
|
7,786
|
|
|
(25,021
|
)
|
||||||
Interest expense
|
(4,658
|
)
|
|
(4,913
|
)
|
|
255
|
|
|
(9,455
|
)
|
|
(9,446
|
)
|
|
(9
|
)
|
||||||
Interest income
|
41
|
|
|
123
|
|
|
(82
|
)
|
|
86
|
|
|
202
|
|
|
(116
|
)
|
||||||
Other income
|
1,009
|
|
|
571
|
|
|
438
|
|
|
1,676
|
|
|
1,218
|
|
|
458
|
|
||||||
Income (loss) before income taxes
|
(10,003
|
)
|
|
4,481
|
|
|
(14,484
|
)
|
|
(24,928
|
)
|
|
(240
|
)
|
|
(24,688
|
)
|
||||||
Income tax benefit (provision)
|
263
|
|
|
(1,739
|
)
|
|
2,002
|
|
|
540
|
|
|
(510
|
)
|
|
1,050
|
|
||||||
Net income (loss)
|
$
|
(9,740
|
)
|
|
$
|
2,742
|
|
|
$
|
(12,482
|
)
|
|
$
|
(24,388
|
)
|
|
$
|
(750
|
)
|
|
$
|
(23,638
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) per share:
|
|||||||||||||||||||||||
Basic
|
$
|
(0.16
|
)
|
|
$
|
0.05
|
|
|
|
|
$
|
(0.41
|
)
|
|
$
|
(0.01
|
)
|
|
|
||||
Diluted
|
(0.16
|
)
|
|
0.05
|
|
|
|
|
(0.41
|
)
|
|
(0.01
|
)
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average number of common shares outstanding:
|
|||||||||||||||||||||||
Basic
|
59,406
|
|
|
59,005
|
|
|
|
|
59,332
|
|
|
58,396
|
|
|
|
||||||||
Diluted
|
59,406
|
|
|
59,005
|
|
|
|
|
59,332
|
|
|
58,396
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
Variance
|
|
2019
|
|
2018
|
|
Variance
|
||||||||||||
Revenues
|
|||||||||||||||||||||||
Well Site Services -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Completion Services
|
$
|
103,320
|
|
|
$
|
108,368
|
|
|
$
|
(5,048
|
)
|
|
$
|
203,962
|
|
|
$
|
191,208
|
|
|
$
|
12,754
|
|
Drilling Services
|
12,646
|
|
|
16,756
|
|
|
(4,110
|
)
|
|
20,396
|
|
|
34,315
|
|
|
(13,919
|
)
|
||||||
Total Well Site Services
|
115,966
|
|
|
125,124
|
|
|
(9,158
|
)
|
|
224,358
|
|
|
225,523
|
|
|
(1,165
|
)
|
||||||
Downhole Technologies
|
46,740
|
|
|
59,274
|
|
|
(12,534
|
)
|
|
101,030
|
|
|
105,055
|
|
|
(4,025
|
)
|
||||||
Offshore/Manufactured Products
|
101,979
|
|
|
101,447
|
|
|
532
|
|
|
189,908
|
|
|
208,843
|
|
|
(18,935
|
)
|
||||||
Total
|
$
|
264,685
|
|
|
$
|
285,845
|
|
|
$
|
(21,160
|
)
|
|
$
|
515,296
|
|
|
$
|
539,421
|
|
|
$
|
(24,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income (loss)
|
|||||||||||||||||||||||
Well Site Services -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Completion Services
|
$
|
(507
|
)
|
|
$
|
1,204
|
|
|
$
|
(1,711
|
)
|
|
$
|
(4,001
|
)
|
|
$
|
(3,267
|
)
|
|
$
|
(734
|
)
|
Drilling Services
|
(2,601
|
)
|
|
(2,957
|
)
|
|
356
|
|
|
(7,160
|
)
|
|
(5,268
|
)
|
|
(1,892
|
)
|
||||||
Total Well Site Services
|
(3,108
|
)
|
|
(1,753
|
)
|
|
(1,355
|
)
|
|
(11,161
|
)
|
|
(8,535
|
)
|
|
(2,626
|
)
|
||||||
Downhole Technologies
|
(1,462
|
)
|
|
11,600
|
|
|
(13,062
|
)
|
|
2,592
|
|
|
19,654
|
|
|
(17,062
|
)
|
||||||
Offshore/Manufactured Products
|
9,809
|
|
|
12,664
|
|
|
(2,855
|
)
|
|
15,068
|
|
|
25,116
|
|
|
(10,048
|
)
|
||||||
Corporate
|
(11,634
|
)
|
|
(13,811
|
)
|
|
2,177
|
|
|
(23,734
|
)
|
|
(28,449
|
)
|
|
4,715
|
|
||||||
Total
|
$
|
(6,395
|
)
|
|
$
|
8,700
|
|
|
$
|
(15,095
|
)
|
|
$
|
(17,235
|
)
|
|
$
|
7,786
|
|
|
$
|
(25,021
|
)
|
|
Well Site Services
|
|
Downhole Technologies
|
|
Offshore/ Manufactured Products
|
|
Total
|
||||||||||||||||||||||||
Three months ended June 30
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Major revenue categories -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Project-driven products
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,517
|
|
|
$
|
35,225
|
|
|
$
|
38,517
|
|
|
$
|
35,225
|
|
Short-cycle:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Completion products and services
|
103,320
|
|
|
108,368
|
|
|
46,740
|
|
|
59,274
|
|
|
29,265
|
|
|
29,783
|
|
|
179,325
|
|
|
197,425
|
|
||||||||
Drilling services
|
12,646
|
|
|
16,756
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,646
|
|
|
16,756
|
|
||||||||
Other products
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,746
|
|
|
7,565
|
|
|
5,746
|
|
|
7,565
|
|
||||||||
Total short-cycle
|
115,966
|
|
|
125,124
|
|
|
46,740
|
|
|
59,274
|
|
|
35,011
|
|
|
37,348
|
|
|
197,717
|
|
|
221,746
|
|
||||||||
Other products and services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,451
|
|
|
28,874
|
|
|
28,451
|
|
|
28,874
|
|
||||||||
|
$
|
115,966
|
|
|
$
|
125,124
|
|
|
$
|
46,740
|
|
|
$
|
59,274
|
|
|
$
|
101,979
|
|
|
$
|
101,447
|
|
|
$
|
264,685
|
|
|
$
|
285,845
|
|
Percentage of total revenue by type -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Products
|
—
|
%
|
|
—
|
%
|
|
98
|
%
|
|
98
|
%
|
|
78
|
%
|
|
77
|
%
|
|
47
|
%
|
|
48
|
%
|
Services
|
100
|
%
|
|
100
|
%
|
|
2
|
%
|
|
2
|
%
|
|
22
|
%
|
|
23
|
%
|
|
53
|
%
|
|
52
|
%
|
|
Well Site Services
|
|
Downhole Technologies
|
|
Offshore/ Manufactured Products
|
|
Total
|
||||||||||||||||||||||||
Six months ended June 30
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Major revenue categories -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Project-driven products
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,762
|
|
|
$
|
76,024
|
|
|
$
|
65,762
|
|
|
$
|
76,024
|
|
Short-cycle:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Completion products and services
|
203,962
|
|
|
191,208
|
|
|
101,030
|
|
|
105,055
|
|
|
53,540
|
|
|
62,755
|
|
|
358,532
|
|
|
359,018
|
|
||||||||
Drilling services
|
20,396
|
|
|
34,315
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,396
|
|
|
34,315
|
|
||||||||
Other products
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,484
|
|
|
15,011
|
|
|
13,484
|
|
|
15,011
|
|
||||||||
Total short-cycle
|
224,358
|
|
|
225,523
|
|
|
101,030
|
|
|
105,055
|
|
|
67,024
|
|
|
77,766
|
|
|
392,412
|
|
|
408,344
|
|
||||||||
Other products and services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,122
|
|
|
55,053
|
|
|
57,122
|
|
|
55,053
|
|
||||||||
|
$
|
224,358
|
|
|
$
|
225,523
|
|
|
$
|
101,030
|
|
|
$
|
105,055
|
|
|
$
|
189,908
|
|
|
$
|
208,843
|
|
|
$
|
515,296
|
|
|
$
|
539,421
|
|
Percentage of total revenue by type -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Products
|
—
|
%
|
|
—
|
%
|
|
97
|
%
|
|
98
|
%
|
|
75
|
%
|
|
78
|
%
|
|
47
|
%
|
|
49
|
%
|
Services
|
100
|
%
|
|
100
|
%
|
|
3
|
%
|
|
2
|
%
|
|
25
|
%
|
|
22
|
%
|
|
53
|
%
|
|
51
|
%
|
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, 2019
|
|
383
|
|
|
$
|
17.72
|
|
|
—
|
|
|
$
|
119,788,435
|
|
May 1 through May 31, 2019
|
|
233
|
|
|
17.45
|
|
|
—
|
|
|
119,788,435
|
|
||
June 1 through June 30, 2019
|
|
72
|
|
|
16.40
|
|
|
—
|
|
|
119,788,435
|
|
||
Total
|
|
688
|
|
|
$
|
17.49
|
|
|
—
|
|
|
|
(1)
|
All of the 688 shares purchased during the three-month period ended June 30, 2019 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.
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(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 extensions, was scheduled to expire on July 29, 2019. On July 24, 2019, our Board of Directors extended the share repurchase program for one year to July 29, 2020.
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Exhibit No.
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Description
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—
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—
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—
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—
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—
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—
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—
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—
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—
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101.INS*
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—
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XBRL Instance Document
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101.SCH*
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—
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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—
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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—
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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—
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XBRL Taxonomy Extension Label Linkbase Document
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|
|
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101.PRE*
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—
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XBRL Taxonomy Extension Presentation Linkbase Document
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OIL STATES INTERNATIONAL, INC.
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Date:
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July 29, 2019
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By
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/s/ LLOYD A. HAJDIK
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Lloyd A. Hajdik
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Executive Vice President, Chief Financial Officer and
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Treasurer (Duly Authorized Officer and Principal Financial Officer)
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Oil States International, Inc.
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By
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Cindy B. Taylor
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President and Chief Executive Officer
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Director
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Oil States International, Inc.
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By
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Cindy B. Taylor
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President and Chief Executive Officer
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Employee
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Performance Period
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January 1, 2019 - December 31, 2021
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Target Cash Award
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__________
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Target Stock Award
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__________
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Performance Measure 1
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Relative Total Shareholder Return (TSR) compared against the 2019 Proxy Peer Group (Peer Group) approved by the Compensation Committee of the Board of Directors.
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For Cash Award
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TSR
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Relative TSR is to be calculated based on average stock prices for the last 20 trading days of the calendar year preceding the Performance Period (i.e. last 20 trading days of 2018) compared to the last 20 trading days at the end of the Performance Period (i.e. last 20 trading days of 2021).
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Performance Measure 2
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Absolute EBITDA Growth
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For Stock Award
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Absolute EBITDA Growth
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Compounded annual growth rate ("CAGR") at target level of 12.5% (100%, or target payout). Entry point of payout begins at 7.5% EBITDA CAGR level (50% payout) and 17.5% EBITDA CAGR level for overachievement (200% payout).
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Performance Measure #1
TSR Performance Award as % of Grant Value
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||
75th Percentile
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(Top)
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200%
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50th Percentile
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(Target)
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100%
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25th Percentile
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(Bottom)
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50%
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<25th Percentile
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(Non Qualifying)
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—
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•
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Performance at the 25th percentile or above is required for payout, and performance at the 25th percentile will pay 50% of target.
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•
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Performance at the 50th percentile will pay 100% of target.
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•
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There will be graduated performance (on a straight line basis) for performance between the 25th and 50th percentiles, and the 50th and 75th percentiles.
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•
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Performance at the 75th percentile and above will pay 200% of target.
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•
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Payouts under the Performance Award Agreement will not exceed 200% of target.
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TSR Percentile Ranking Methodology
|
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14 Companies in Peer Group (including OIS)
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TSR Rank
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Percentile Rank
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Percentile Group
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Achievement
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1
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100%
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75th
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200%
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2
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92%
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75th
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200%
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3
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85%
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75th
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200%
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4
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77%
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75th
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200%
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5
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69%
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50th
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177%
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6
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62%
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50th
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146%
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7
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54%
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50th
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115%
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8
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46%
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25th
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92%
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9
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38%
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25th
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77%
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10
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31%
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25th
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62%
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11
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23%
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—
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0%
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12
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15%
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—
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0%
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13
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8%
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—
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0%
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14
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0%
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—
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0%
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Three Year TSR as % of Grant Value
|
|||
Top (75th)
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200%
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Middle (50th)
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100%
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Bottom (25th)
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50%
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Non Qualifying (<25th)
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0%
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Performance Measure #2
EBITDA CAGR Performance Award as % of Grant Value
|
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≥ 17.5%
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Overachievement
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200%
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12.5%
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Target
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100%
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7.5%
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Entry
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50%
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< 7.5%
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Non Qualifying
|
—
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Example #1
100 = Target shares
7.5 = Entry Performance (E)
12.5 = Target Performance (T)
9 = Actual Performance (P)
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Performance Measure Achievement Level
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Shares Achieved at Vesting
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E <= P < T
7.5 <= 9 < 12.5
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Target Shares * (0.5 + (0.5 * ((P - E) / (T - E))))
100 * (0.5 + (0.5 * ((9 - 7.5) / (12.5 - 7.5))))
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65 shares achieved
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Example #2
100 = Target shares
12.5 = Target Performance (T)
14 = Actual Performance (P)
17.5 = Overachievement Performance (OA)
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Performance Measure Achievement Level
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Shares Achieved at Vesting
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T <= P < OA
12.5 <= 14 < 17.5
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Target Shares * (1 + ((P - T) / (OA - T)))
100 * (1 + ((14 - 12.5) / (17.5 - 12.5)))
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130 shares achieved
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1.
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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.
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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 29, 2019
|
|
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 29, 2019
|
|
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 29, 2019
|
|
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 29, 2019
|
|