☒
|
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
|
|||
|
|
|
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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 March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Products
|
$
|
102,980
|
|
|
$
|
116,328
|
|
Services
|
116,714
|
|
|
134,283
|
|
||
|
219,694
|
|
|
250,611
|
|
||
|
|
|
|
||||
Costs and expenses:
|
|
|
|
||||
Product costs
|
89,746
|
|
|
89,268
|
|
||
Service costs
|
107,856
|
|
|
110,610
|
|
||
Cost of revenues (exclusive of depreciation and amortization expense presented below)
|
197,602
|
|
|
199,878
|
|
||
Selling, general and administrative expense
|
26,124
|
|
|
30,108
|
|
||
Depreciation and amortization expense
|
26,409
|
|
|
31,551
|
|
||
Impairments of goodwill
|
406,056
|
|
|
—
|
|
||
Impairment of fixed assets
|
5,198
|
|
|
—
|
|
||
Other operating expense (income), net
|
107
|
|
|
(86
|
)
|
||
|
661,496
|
|
|
261,451
|
|
||
Operating loss
|
(441,802
|
)
|
|
(10,840
|
)
|
||
|
|
|
|
||||
Interest expense, net
|
(3,504
|
)
|
|
(4,752
|
)
|
||
Other income, net
|
774
|
|
|
667
|
|
||
Loss before income taxes
|
(444,532
|
)
|
|
(14,925
|
)
|
||
Income tax benefit
|
39,491
|
|
|
277
|
|
||
Net loss
|
$
|
(405,041
|
)
|
|
$
|
(14,648
|
)
|
|
|
|
|
||||
Net loss per share:
|
|
|
|
||||
Basic
|
$
|
(6.79
|
)
|
|
$
|
(0.25
|
)
|
Diluted
|
(6.79
|
)
|
|
(0.25
|
)
|
||
|
|
|
|
||||
Weighted average number of common shares outstanding:
|
|
|
|
||||
Basic
|
59,654
|
|
|
59,258
|
|
||
Diluted
|
59,654
|
|
|
59,258
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net loss
|
$
|
(405,041
|
)
|
|
$
|
(14,648
|
)
|
|
|
|
|
||||
Other comprehensive income (loss):
|
|
|
|
||||
Currency translation adjustments
|
(14,791
|
)
|
|
2,466
|
|
||
Comprehensive loss
|
$
|
(419,832
|
)
|
|
$
|
(12,182
|
)
|
Three Months Ended March 31, 2020
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Stockholders'
Equity
|
||||||||||||
Balance, December 31, 2019
|
$
|
726
|
|
|
$
|
1,114,521
|
|
|
$
|
797,710
|
|
|
$
|
(67,746
|
)
|
|
$
|
(621,244
|
)
|
|
$
|
1,223,967
|
|
Net loss
|
—
|
|
|
—
|
|
|
(405,041
|
)
|
|
—
|
|
|
—
|
|
|
(405,041
|
)
|
||||||
Currency translation adjustments (excluding intercompany advances)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,085
|
)
|
|
—
|
|
|
(6,085
|
)
|
||||||
Currency translation adjustments on intercompany advances
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,706
|
)
|
|
—
|
|
|
(8,706
|
)
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted stock
|
6
|
|
|
1,156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,162
|
|
||||||
Surrender of stock to settle taxes on restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,665
|
)
|
|
(2,665
|
)
|
||||||
Balance, March 31, 2020
|
$
|
732
|
|
|
$
|
1,115,677
|
|
|
$
|
392,669
|
|
|
$
|
(82,537
|
)
|
|
$
|
(623,909
|
)
|
|
$
|
802,632
|
|
Three Months Ended March 31, 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
|
—
|
|
|
—
|
|
|
(14,648
|
)
|
|
—
|
|
|
—
|
|
|
(14,648
|
)
|
||||||
Currency translation adjustments (excluding intercompany advances)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,553
|
|
|
—
|
|
|
2,553
|
|
||||||
Currency translation adjustments on intercompany advances
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
—
|
|
|
(87
|
)
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restricted stock
|
7
|
|
|
4,365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,372
|
|
||||||
Stock options
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||||
Stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(757
|
)
|
|
(757
|
)
|
||||||
Surrender of stock to settle taxes on restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,610
|
)
|
|
(3,610
|
)
|
||||||
Balance, March 31, 2019
|
$
|
725
|
|
|
$
|
1,102,176
|
|
|
$
|
1,014,870
|
|
|
$
|
(68,931
|
)
|
|
$
|
(621,196
|
)
|
|
$
|
1,427,644
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(405,041
|
)
|
|
$
|
(14,648
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
26,409
|
|
|
31,551
|
|
||
Impairments of goodwill
|
406,056
|
|
|
—
|
|
||
Impairments of inventories
|
25,230
|
|
|
—
|
|
||
Impairment of fixed assets
|
5,198
|
|
|
—
|
|
||
Stock-based compensation expense
|
1,162
|
|
|
4,425
|
|
||
Amortization of debt discount and deferred financing costs
|
1,681
|
|
|
1,937
|
|
||
Deferred income tax benefit
|
(40,832
|
)
|
|
(1,513
|
)
|
||
Gain on disposals of assets
|
(513
|
)
|
|
(418
|
)
|
||
Other, net
|
771
|
|
|
(340
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
4,617
|
|
|
21,893
|
|
||
Inventories
|
(15,332
|
)
|
|
2,735
|
|
||
Accounts payable and accrued liabilities
|
(8,625
|
)
|
|
(9,576
|
)
|
||
Income taxes payable
|
(1,100
|
)
|
|
1,878
|
|
||
Other operating assets and liabilities, net
|
5,768
|
|
|
(3,632
|
)
|
||
Net cash flows provided by operating activities
|
5,449
|
|
|
34,292
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(5,881
|
)
|
|
(17,922
|
)
|
||
Proceeds from disposition of property, plant and equipment
|
4,092
|
|
|
368
|
|
||
Other, net
|
(256
|
)
|
|
(304
|
)
|
||
Net cash flows used in investing activities
|
(2,045
|
)
|
|
(17,858
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Revolving credit facility borrowings
|
72,173
|
|
|
57,874
|
|
||
Revolving credit facility repayments
|
(52,404
|
)
|
|
(73,774
|
)
|
||
Purchase of 1.50% convertible senior notes
|
(4,737
|
)
|
|
—
|
|
||
Other debt and finance lease activity, net
|
35
|
|
|
(142
|
)
|
||
Shares added to treasury stock as a result of net share settlements
due to vesting of restricted stock |
(2,665
|
)
|
|
(3,610
|
)
|
||
Purchase of treasury stock
|
—
|
|
|
(757
|
)
|
||
Net cash flows provided by (used in) financing activities
|
12,402
|
|
|
(20,409
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
9
|
|
|
(32
|
)
|
||
Net change in cash and cash equivalents
|
15,815
|
|
|
(4,007
|
)
|
||
Cash and cash equivalents, beginning of period
|
8,493
|
|
|
19,316
|
|
||
Cash and cash equivalents, end of period
|
$
|
24,308
|
|
|
$
|
15,309
|
|
|
|
|
|
||||
Cash paid for:
|
|
|
|
||||
Interest
|
$
|
2,436
|
|
|
$
|
3,460
|
|
Income taxes, net of refunds
|
2,499
|
|
|
(487
|
)
|
1.
|
Organization and Basis of Presentation
|
2.
|
Recent Accounting Pronouncements
|
3.
|
Asset Impairments and Other Charges
|
|
Completion Services
|
|
Drilling Services
|
|
Downhole Technologies
|
|
Offshore/
Manufactured Products |
|
Pre-tax Total
|
|
Tax
|
|
After-tax Total
|
||||||||||||||
Impairment of goodwill
|
$
|
127,054
|
|
|
$
|
—
|
|
|
$
|
192,502
|
|
|
$
|
86,500
|
|
|
$
|
406,056
|
|
|
$
|
19,600
|
|
|
$
|
386,456
|
|
Impairment of fixed assets
|
—
|
|
|
5,198
|
|
|
—
|
|
|
—
|
|
|
5,198
|
|
|
1,092
|
|
|
4,106
|
|
|||||||
Impairment of inventories (Note 4)
|
8,981
|
|
|
—
|
|
|
—
|
|
|
16,249
|
|
|
25,230
|
|
|
4,736
|
|
|
20,494
|
|
|||||||
Severance and facility closure costs
|
331
|
|
|
217
|
|
|
—
|
|
|
112
|
|
|
660
|
|
|
139
|
|
|
521
|
|
4.
|
Details of Selected Balance Sheet Accounts
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Accounts receivable, net:
|
|
|
|
||||
Trade
|
$
|
174,041
|
|
|
$
|
178,813
|
|
Unbilled revenue
|
29,086
|
|
|
28,341
|
|
||
Contract assets
|
23,148
|
|
|
26,034
|
|
||
Other
|
4,883
|
|
|
9,044
|
|
||
Total accounts receivable
|
231,158
|
|
|
242,232
|
|
||
Allowance for doubtful accounts
|
(8,686
|
)
|
|
(8,745
|
)
|
||
|
$
|
222,472
|
|
|
$
|
233,487
|
|
|
|
|
|
||||
Allowance for doubtful accounts as a percentage of total accounts receivable
|
4
|
%
|
|
4
|
%
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Deferred revenue (contract liabilities)
|
$
|
20,721
|
|
|
$
|
17,761
|
|
|
2020
|
|
2019
|
||||
Allowance for doubtful accounts – December 31
|
$
|
8,745
|
|
|
$
|
6,701
|
|
Provision
|
589
|
|
|
(134
|
)
|
||
Write-offs
|
(1,785
|
)
|
|
—
|
|
||
Other
|
1,137
|
|
|
157
|
|
||
Allowance for doubtful accounts – March 31
|
8,686
|
|
|
6,724
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Inventories, net:
|
|
|
|
||||
Finished goods and purchased products
|
$
|
106,833
|
|
|
$
|
107,691
|
|
Work in process
|
30,175
|
|
|
21,963
|
|
||
Raw materials
|
114,818
|
|
|
110,719
|
|
||
Total inventories
|
251,826
|
|
|
240,373
|
|
||
Allowance for excess or obsolete inventory
|
(42,646
|
)
|
|
(19,031
|
)
|
||
|
$
|
209,180
|
|
|
$
|
221,342
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Property, plant and equipment, net:
|
|
|
|
||||
Land
|
$
|
34,917
|
|
|
$
|
37,507
|
|
Buildings and leasehold improvements
|
265,924
|
|
|
273,384
|
|
||
Machinery and equipment
|
238,599
|
|
|
246,826
|
|
||
Completion Services equipment
|
513,101
|
|
|
510,737
|
|
||
Office furniture and equipment
|
37,554
|
|
|
45,309
|
|
||
Vehicles
|
93,301
|
|
|
97,264
|
|
||
Construction in progress
|
11,358
|
|
|
13,281
|
|
||
Total property, plant and equipment
|
1,194,754
|
|
|
1,224,308
|
|
||
Accumulated depreciation
|
(765,752
|
)
|
|
(764,584
|
)
|
||
|
$
|
429,002
|
|
|
$
|
459,724
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Other noncurrent assets:
|
|
|
|
||||
Deferred compensation plan
|
$
|
21,327
|
|
|
$
|
22,268
|
|
Other
|
6,516
|
|
|
6,433
|
|
||
|
$
|
27,843
|
|
|
$
|
28,701
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Accrued liabilities:
|
|
|
|
||||
Accrued compensation
|
$
|
16,340
|
|
|
$
|
24,930
|
|
Insurance liabilities
|
8,563
|
|
|
9,108
|
|
||
Accrued taxes, other than income taxes
|
4,335
|
|
|
3,424
|
|
||
Accrued commissions
|
2,089
|
|
|
1,481
|
|
||
Other
|
11,900
|
|
|
9,897
|
|
||
|
$
|
43,227
|
|
|
$
|
48,840
|
|
Goodwill:
|
Well Site Services
|
|
Downhole Technologies
|
|
Offshore/
Manufactured Products |
|
Total
|
||||||||||||||||
|
Completion Services
|
|
Drilling Services
|
|
Subtotal
|
||||||||||||||||||
Balance as of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
221,582
|
|
|
$
|
22,767
|
|
|
$
|
244,349
|
|
|
$
|
357,502
|
|
|
$
|
162,750
|
|
|
$
|
764,601
|
|
Accumulated impairment losses
|
(94,528
|
)
|
|
(22,767
|
)
|
|
(117,295
|
)
|
|
(165,000
|
)
|
|
—
|
|
|
(282,295
|
)
|
||||||
|
127,054
|
|
|
—
|
|
|
127,054
|
|
|
192,502
|
|
|
162,750
|
|
|
482,306
|
|
||||||
Goodwill impairments(1)
|
(127,054
|
)
|
|
—
|
|
|
(127,054
|
)
|
|
(192,502
|
)
|
|
(86,500
|
)
|
|
(406,056
|
)
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(493
|
)
|
|
(493
|
)
|
||||||
Balance as of March 31, 2020
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75,757
|
|
|
$
|
75,757
|
|
(1)
|
See Note 3, "Asset Impairments and Other Charges" for discussion of first quarter 2020 goodwill impairments.
|
Other Intangible Assets:
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying Amount
|
||||||||||||
Customer relationships
|
$
|
168,260
|
|
|
$
|
47,056
|
|
|
$
|
121,204
|
|
|
$
|
168,278
|
|
|
$
|
44,296
|
|
|
$
|
123,982
|
|
Patents/Technology/Know-how
|
86,123
|
|
|
32,291
|
|
|
53,832
|
|
|
85,919
|
|
|
30,791
|
|
|
55,128
|
|
||||||
Noncompete agreements
|
17,087
|
|
|
12,291
|
|
|
4,796
|
|
|
17,125
|
|
|
11,061
|
|
|
6,064
|
|
||||||
Tradenames and other
|
53,708
|
|
|
9,582
|
|
|
44,126
|
|
|
53,708
|
|
|
8,791
|
|
|
44,917
|
|
||||||
|
$
|
325,178
|
|
|
$
|
101,220
|
|
|
$
|
223,958
|
|
|
$
|
325,030
|
|
|
$
|
94,939
|
|
|
$
|
230,091
|
|
5.
|
Net Loss Per Share
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Numerators:
|
|
|
|
||||
Net loss
|
$
|
(405,041
|
)
|
|
$
|
(14,648
|
)
|
Less: Income attributable to unvested restricted stock awards
|
—
|
|
|
—
|
|
||
Numerator for basic net loss per share
|
(405,041
|
)
|
|
(14,648
|
)
|
||
Effect of dilutive securities:
|
|
|
|
||||
Unvested restricted stock awards
|
—
|
|
|
—
|
|
||
Numerator for diluted net loss per share
|
$
|
(405,041
|
)
|
|
$
|
(14,648
|
)
|
|
|
|
|
||||
Denominators:
|
|
|
|
||||
Weighted average number of common shares outstanding
|
60,770
|
|
|
60,249
|
|
||
Less: Weighted average number of unvested restricted stock awards outstanding
|
(1,116
|
)
|
|
(991
|
)
|
||
Denominator for basic and diluted net loss per share
|
59,654
|
|
|
59,258
|
|
||
|
|
|
|
||||
Net loss per share:
|
|
|
|
||||
Basic
|
$
|
(6.79
|
)
|
|
$
|
(0.25
|
)
|
Diluted
|
(6.79
|
)
|
|
(0.25
|
)
|
6.
|
Long-term Debt
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Revolving credit facility(1)
|
$
|
70,471
|
|
|
$
|
50,534
|
|
1.50% convertible senior notes(2)
|
164,370
|
|
|
167,594
|
|
||
Promissory note
|
25,000
|
|
|
25,000
|
|
||
Other debt and finance lease obligations
|
5,031
|
|
|
5,041
|
|
||
Total debt
|
264,872
|
|
|
248,169
|
|
||
Less: Current portion
|
(25,643
|
)
|
|
(25,617
|
)
|
||
Total long-term debt
|
$
|
239,229
|
|
|
$
|
222,552
|
|
(1)
|
Presented net of $1.2 million and $1.4 million of unamortized debt issuance costs as of March 31, 2020 and December 31, 2019, respectively.
|
(2)
|
The outstanding principal amount of the 1.50% convertible senior notes was $186.6 million and $192.3 million as of March 31, 2020 and December 31, 2019, respectively.
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Principal amount of the liability component
|
$
|
186,550
|
|
|
$
|
192,250
|
|
Less: Unamortized discount
|
19,366
|
|
|
21,544
|
|
||
Less: Unamortized issuance costs
|
2,814
|
|
|
3,112
|
|
||
Net carrying amount of the liability component
|
$
|
164,370
|
|
|
$
|
167,594
|
|
|
|
|
|
||||
Net carrying amount of the equity component
|
$
|
25,683
|
|
|
$
|
25,683
|
|
7.
|
Fair Value Measurements
|
8.
|
Stockholders' Equity
|
Shares of common stock outstanding – December 31, 2019
|
60,501
|
|
Restricted stock awards, net of forfeitures
|
666
|
|
Shares withheld for taxes on vesting of restricted stock awards and transferred to treasury
|
(223
|
)
|
Shares of common stock outstanding – March 31, 2020
|
60,944
|
|
9.
|
Accumulated Other Comprehensive Loss
|
10.
|
Long-Term Incentive Compensation
|
|
Stock Options
|
|
Service-based Restricted Stock
|
|
Performance-based Stock Units
|
||||||
Outstanding – December 31, 2019
|
636
|
|
|
1,064
|
|
|
248
|
|
|||
Granted
|
—
|
|
|
594
|
|
|
181
|
|
|||
Vested/Exercised
|
—
|
|
|
(472
|
)
|
|
(125
|
)
|
|||
Forfeited
|
(14
|
)
|
|
(52
|
)
|
|
—
|
|
|||
Outstanding – March 31, 2020
|
622
|
|
|
1,134
|
|
|
304
|
|
|||
Weighted average grant date fair value (2020 awards)
|
$
|
—
|
|
|
$
|
11.06
|
|
|
$
|
11.15
|
|
11.
|
Income Taxes
|
12.
|
Segments and Related Information
|
|
Revenues
|
|
Depreciation and
amortization |
|
Operating income (loss)
|
|
Capital
expenditures |
|
Total assets
|
||||||||||
Three months ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
Well Site Services –
|
|
|
|
|
|
|
|
|
|
||||||||||
Completion Services(1)
|
$
|
82,926
|
|
|
$
|
14,766
|
|
|
$
|
(139,603
|
)
|
|
$
|
2,938
|
|
|
$
|
313,349
|
|
Drilling Services(2)
|
4,531
|
|
|
270
|
|
|
(5,351
|
)
|
|
114
|
|
|
7,506
|
|
|||||
Total Well Site Services
|
87,457
|
|
|
15,036
|
|
|
(144,954
|
)
|
|
3,052
|
|
|
320,855
|
|
|||||
Downhole Technologies(3)
|
41,065
|
|
|
5,584
|
|
|
(192,691
|
)
|
|
1,649
|
|
|
333,518
|
|
|||||
Offshore/Manufactured Products(4)
|
91,172
|
|
|
5,628
|
|
|
(95,496
|
)
|
|
1,065
|
|
|
562,179
|
|
|||||
Corporate
|
—
|
|
|
161
|
|
|
(8,661
|
)
|
|
115
|
|
|
95,458
|
|
|||||
Total
|
$
|
219,694
|
|
|
$
|
26,409
|
|
|
$
|
(441,802
|
)
|
|
$
|
5,881
|
|
|
$
|
1,312,010
|
|
|
Revenues
|
|
Depreciation and
amortization |
|
Operating income (loss)
|
|
Capital
expenditures |
|
Total assets
|
||||||||||
Three months ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Well Site Services –
|
|
|
|
|
|
|
|
|
|
||||||||||
Completion Services
|
$
|
100,642
|
|
|
$
|
17,286
|
|
|
$
|
(3,494
|
)
|
|
$
|
11,682
|
|
|
$
|
521,553
|
|
Drilling Services
|
7,750
|
|
|
3,341
|
|
|
(4,559
|
)
|
|
949
|
|
|
55,785
|
|
|||||
Total Well Site Services
|
108,392
|
|
|
20,627
|
|
|
(8,053
|
)
|
|
12,631
|
|
|
577,338
|
|
|||||
Downhole Technologies
|
54,290
|
|
|
5,066
|
|
|
4,054
|
|
|
3,616
|
|
|
715,217
|
|
|||||
Offshore/Manufactured Products
|
87,929
|
|
|
5,587
|
|
|
5,259
|
|
|
1,546
|
|
|
677,907
|
|
|||||
Corporate
|
—
|
|
|
271
|
|
|
(12,100
|
)
|
|
129
|
|
|
46,765
|
|
|||||
Total
|
$
|
250,611
|
|
|
$
|
31,551
|
|
|
$
|
(10,840
|
)
|
|
$
|
17,922
|
|
|
$
|
2,017,227
|
|
(1)
|
Operating loss includes a non-cash goodwill impairment charge of $127.1 million to reduce the carrying value of the Completion Services reporting unit to its estimated fair value and an inventory impairment charge of $9.0 million to reduce the carrying value of the Completion Services reporting unit's inventory to its estimated net realizable value.
|
(2)
|
Operating loss includes a non-cash fixed asset impairment charge of $5.2 million to reduce the carrying value of the Drilling Services business's fixed assets to their estimated realizable value.
|
(3)
|
Operating loss includes non-cash goodwill impairment charge of $192.5 million to reduce the carrying value of the Downhole Technologies reporting unit to its estimated fair value.
|
(4)
|
Operating loss includes a non-cash goodwill impairment charge of $86.5 million to reduce the carrying value of the Offshore/Manufactured Products reporting unit to its estimated fair value and an inventory impairment charge of $16.2 million to reduce the carrying value of the Offshore/Manufactured Products reporting unit's inventory to its estimated net realizable value.
|
|
Well Site Services
|
|
Downhole Technologies
|
|
Offshore/Manufactured Products
|
|
Total
|
||||||||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||||||
Three months ended March 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Major revenue categories -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Project-driven products
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,788
|
|
|
$
|
27,245
|
|
|
$
|
36,788
|
|
|
$
|
27,245
|
|
Short-cycle:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Completion products and services
|
82,926
|
|
|
100,642
|
|
|
41,065
|
|
|
54,290
|
|
|
13,649
|
|
|
24,274
|
|
|
137,640
|
|
|
179,206
|
|
||||||||
Drilling services
|
4,531
|
|
|
7,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,531
|
|
|
7,750
|
|
||||||||
Other products
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,420
|
|
|
7,739
|
|
|
8,420
|
|
|
7,739
|
|
||||||||
Total short-cycle
|
87,457
|
|
|
108,392
|
|
|
41,065
|
|
|
54,290
|
|
|
22,069
|
|
|
32,013
|
|
|
150,591
|
|
|
194,695
|
|
||||||||
Other products and services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,315
|
|
|
28,671
|
|
|
32,315
|
|
|
28,671
|
|
||||||||
|
$
|
87,457
|
|
|
$
|
108,392
|
|
|
$
|
41,065
|
|
|
$
|
54,290
|
|
|
$
|
91,172
|
|
|
$
|
87,929
|
|
|
$
|
219,694
|
|
|
$
|
250,611
|
|
13.
|
Commitments and Contingencies
|
14.
|
Related Party Transactions
|
•
|
public health crises, such as the coronavirus outbreak at the beginning of 2020, which has negatively impacted the price of crude oil and the global economy;
|
•
|
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;
|
•
|
political, economic and litigation efforts to restrict or eliminate certain oil and natural gas exploration, development and production activities due to concerns over the threat of climate change;
|
•
|
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 regulatory efforts to adopt environmental or climate change regulations that may result in increased operating costs or reduced commodity demand globally;
|
•
|
our ability to timely obtain critical permits for constructing or operating our facilities and find and retain skilled personnel;
|
•
|
negative outcome of litigation, threatened litigation or government proceedings;
|
•
|
our ability to develop new competitive technologies and products;
|
•
|
fluctuations in currency exchange rates;
|
•
|
physical, digital, cyber, internal and external security breaches;
|
•
|
the availability and cost of capital, including our ability to complete the amendment to our Revolving Credit Facility;
|
•
|
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 2019 Annual Report on Form 10-K and "Part II, Item 1A. Risk Factors" included in this Quarterly Report on Form 10‑Q.
|
•
|
non-cash goodwill impairment charges totaling $406.1 million to reduce the carrying value of goodwill;
|
•
|
non-cash impairment charge of $5.2 million within the Drilling Services business to decrease the carrying value of the business's fixed assets to their estimated realizable value;
|
•
|
non-cash impairment charges of $25.2 million to reduce the carrying value of inventory to its net realizable value; and
|
•
|
employee severance and facility closure costs of $0.7 million.
|
•
|
reduction in planned capital expenditures for 2020 by approximately 70% from the 2019 level;
|
•
|
reductions in U.S. personnel levels of approximately 23% between December 31, 2019 and April 28, 2020; and
|
•
|
elimination of the vast majority of annual short-term incentives and a significant reduction in the value of previously-granted long-term incentive awards.
|
|
|
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)
|
|
|
|
|
|
|
|
|
||||||||||||
2020
|
|
$
|
45.34
|
|
|
|
|
|
|
|
|
|
||||||||
2019
|
|
$
|
54.82
|
|
|
$
|
59.88
|
|
|
$
|
56.34
|
|
|
$
|
56.82
|
|
|
$
|
56.98
|
|
2018
|
|
$
|
62.91
|
|
|
$
|
68.07
|
|
|
$
|
69.70
|
|
|
$
|
59.97
|
|
|
$
|
65.25
|
|
Brent Crude (per bbl)
|
|
|
|
|
|
|
|
|
||||||||||||
2020
|
|
$
|
50.27
|
|
|
|
|
|
|
|
|
|
||||||||
2019
|
|
$
|
63.10
|
|
|
$
|
69.01
|
|
|
$
|
61.95
|
|
|
$
|
63.17
|
|
|
$
|
64.26
|
|
2018
|
|
$
|
66.86
|
|
|
$
|
74.53
|
|
|
$
|
75.08
|
|
|
$
|
68.76
|
|
|
$
|
71.32
|
|
Henry Hub Natural Gas (per mmBtu)
|
|
|
|
|
|
|
||||||||||||||
2020
|
|
$
|
1.91
|
|
|
|
|
|
|
|
|
|
||||||||
2019
|
|
$
|
2.92
|
|
|
$
|
2.57
|
|
|
$
|
2.38
|
|
|
$
|
2.40
|
|
|
$
|
2.56
|
|
2018
|
|
$
|
3.08
|
|
|
$
|
2.85
|
|
|
$
|
2.93
|
|
|
$
|
3.77
|
|
|
$
|
3.15
|
|
(1)
|
Source: U.S. Energy Information Administration (spot prices).
|
|
As of April 24, 2020
|
|
Three Months Ended March 31,
|
||
|
|
2020
|
|
2019
|
|
U.S. drilling rig count
|
|
|
|
|
|
Land – Oil
|
361
|
|
650
|
|
831
|
Land – Natural gas and other
|
87
|
|
113
|
|
190
|
Offshore
|
17
|
|
22
|
|
22
|
Total
|
465
|
|
785
|
|
1,043
|
|
|
Backlog as of
|
||||||||||||||
Year
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2020
|
|
$
|
267
|
|
|
|
|
|
|
|
||||||
2019
|
|
$
|
234
|
|
|
$
|
283
|
|
|
$
|
293
|
|
|
$
|
280
|
|
2018
|
|
$
|
157
|
|
|
$
|
165
|
|
|
$
|
175
|
|
|
$
|
179
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Variance
|
||||||
Revenues
|
|
|
|
|
|
||||||
Products
|
$
|
102,980
|
|
|
$
|
116,328
|
|
|
$
|
(13,348
|
)
|
Services
|
116,714
|
|
|
134,283
|
|
|
(17,569
|
)
|
|||
|
219,694
|
|
|
250,611
|
|
|
(30,917
|
)
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Product costs
|
89,746
|
|
|
89,268
|
|
|
478
|
|
|||
Service costs
|
107,856
|
|
|
110,610
|
|
|
(2,754
|
)
|
|||
Cost of revenues (exclusive of depreciation and amortization expense presented below)(1)
|
197,602
|
|
|
199,878
|
|
|
(2,276
|
)
|
|||
Selling, general and administrative expenses
|
26,124
|
|
|
30,108
|
|
|
(3,984
|
)
|
|||
Depreciation and amortization expense
|
26,409
|
|
|
31,551
|
|
|
(5,142
|
)
|
|||
Impairments of goodwill(2)
|
406,056
|
|
|
—
|
|
|
406,056
|
|
|||
Impairment of fixed assets(3)
|
5,198
|
|
|
—
|
|
|
5,198
|
|
|||
Other operating (income) expense, net
|
107
|
|
|
(86
|
)
|
|
193
|
|
|||
|
661,496
|
|
|
261,451
|
|
|
400,045
|
|
|||
Operating loss
|
(441,802
|
)
|
|
(10,840
|
)
|
|
(430,962
|
)
|
|||
Interest expense, net
|
(3,504
|
)
|
|
(4,752
|
)
|
|
1,248
|
|
|||
Other income
|
774
|
|
|
667
|
|
|
107
|
|
|||
Loss before income taxes
|
(444,532
|
)
|
|
(14,925
|
)
|
|
(429,607
|
)
|
|||
Income tax benefit(4)
|
39,491
|
|
|
277
|
|
|
39,214
|
|
|||
Net loss
|
$
|
(405,041
|
)
|
|
$
|
(14,648
|
)
|
|
$
|
(390,393
|
)
|
|
|
|
|
|
|
||||||
Net loss per share:
|
|||||||||||
Basic
|
$
|
(6.79
|
)
|
|
$
|
(0.25
|
)
|
|
|
||
Diluted
|
(6.79
|
)
|
|
(0.25
|
)
|
|
|
||||
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding:
|
|||||||||||
Basic
|
59,654
|
|
|
59,258
|
|
|
|
||||
Diluted
|
59,654
|
|
|
59,258
|
|
|
|
(1)
|
Cost of revenues (exclusive of depreciation and amortization expense) includes inventory impairment charges of $25.2 million ($12.0 million in product costs and $13.2 million in service costs) recognized in the first quarter 2020.
|
(2)
|
During the first quarter of 2020, we recognized non-cash goodwill impairment charges totaling $406.1 million to reduce the carrying value of our reporting units to their estimated fair value.
|
(3)
|
During the first quarter of 2020, our Drilling Services business recognized a non-cash impairment charge of $5.2 million to decrease the carrying value of the business' fixed assets to their estimated realizable value.
|
(4)
|
During the first quarter of 2020, we recognized a discrete tax benefit of $14.8 million related to U.S. net operating loss carrybacks under provision of the CARES Act.
|
|
Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
Variance
|
||||||
Revenues
|
|||||||||||
Well Site Services -
|
|
|
|
|
|
||||||
Completion Services
|
$
|
82,926
|
|
|
$
|
100,642
|
|
|
$
|
(17,716
|
)
|
Drilling Services
|
4,531
|
|
|
7,750
|
|
|
(3,219
|
)
|
|||
Total Well Site Services
|
87,457
|
|
|
108,392
|
|
|
(20,935
|
)
|
|||
Downhole Technologies
|
41,065
|
|
|
54,290
|
|
|
(13,225
|
)
|
|||
Offshore/Manufactured Products
|
91,172
|
|
|
87,929
|
|
|
3,243
|
|
|||
Total
|
$
|
219,694
|
|
|
$
|
250,611
|
|
|
$
|
(30,917
|
)
|
|
|
|
|
|
|
||||||
Operating income (loss)
|
|||||||||||
Well Site Services -
|
|
|
|
|
|
||||||
Completion Services(1)
|
$
|
(139,603
|
)
|
|
$
|
(3,494
|
)
|
|
$
|
(136,109
|
)
|
Drilling Services(2)
|
(5,351
|
)
|
|
(4,559
|
)
|
|
(792
|
)
|
|||
Total Well Site Services
|
(144,954
|
)
|
|
(8,053
|
)
|
|
(136,901
|
)
|
|||
Downhole Technologies(3)
|
(192,691
|
)
|
|
4,054
|
|
|
(196,745
|
)
|
|||
Offshore/Manufactured Products(4)
|
(95,496
|
)
|
|
5,259
|
|
|
(100,755
|
)
|
|||
Corporate
|
(8,661
|
)
|
|
(12,100
|
)
|
|
3,439
|
|
|||
Total
|
$
|
(441,802
|
)
|
|
$
|
(10,840
|
)
|
|
$
|
(430,962
|
)
|
(1)
|
Operating loss in the first quarter of 2020 includes an inventory impairment charge of $9.0 million and a non-cash goodwill impairment charge of $127.1 million to reduce the carrying value of the Completion Services reporting unit to its estimated fair value.
|
(2)
|
Operating loss in the first quarter of 2020 includes a non-cash fixed asset impairment charge of $5.2 million to reduce the carrying value of the Drilling Services business's fixed assets to their estimated realizable value.
|
(3)
|
Operating loss in the first quarter of 2020 includes non-cash goodwill impairment charge of $192.5 million to reduce the carrying value of the Downhole Technologies segment to its estimated fair value.
|
(4)
|
Operating loss in the first quarter of 2020 includes an inventory impairment charge of $16.2 million and a non-cash goodwill impairment charge of $86.5 million to reduce the carrying value of the Offshore/Manufactured Products reporting unit to its estimated fair value.
|
|
Well Site Services
|
|
Downhole Technologies
|
|
Offshore/ Manufactured Products
|
|
Total
|
||||||||||||||||||||||||
Three months ended March 31
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||||||
Major revenue categories -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Project-driven products
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,788
|
|
|
$
|
27,245
|
|
|
$
|
36,788
|
|
|
$
|
27,245
|
|
Short-cycle:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Completion products and services
|
82,926
|
|
|
100,642
|
|
|
41,065
|
|
|
54,290
|
|
|
13,649
|
|
|
24,274
|
|
|
137,640
|
|
|
179,206
|
|
||||||||
Drilling services
|
4,531
|
|
|
7,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,531
|
|
|
7,750
|
|
||||||||
Other products
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,420
|
|
|
7,739
|
|
|
8,420
|
|
|
7,739
|
|
||||||||
Total short-cycle
|
87,457
|
|
|
108,392
|
|
|
41,065
|
|
|
54,290
|
|
|
22,069
|
|
|
32,013
|
|
|
150,591
|
|
|
194,695
|
|
||||||||
Other products and services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,315
|
|
|
28,671
|
|
|
32,315
|
|
|
28,671
|
|
||||||||
|
$
|
87,457
|
|
|
$
|
108,392
|
|
|
$
|
41,065
|
|
|
$
|
54,290
|
|
|
$
|
91,172
|
|
|
$
|
87,929
|
|
|
$
|
219,694
|
|
|
$
|
250,611
|
|
Percentage of total revenue by type -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Products
|
—
|
%
|
|
—
|
%
|
|
92
|
%
|
|
96
|
%
|
|
72
|
%
|
|
73
|
%
|
|
47
|
%
|
|
46
|
%
|
Services
|
100
|
%
|
|
100
|
%
|
|
8
|
%
|
|
4
|
%
|
|
28
|
%
|
|
27
|
%
|
|
53
|
%
|
|
54
|
%
|
Cash and cash equivalents
|
$
|
24,308
|
|
Working capital, net of cash and current debt and lease obligations
|
$
|
348,055
|
|
Revolving Credit Facility borrowings outstanding
|
$
|
71,700
|
|
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)
|
||||||
January 1 through January 31, 2020
|
|
49,550
|
|
|
$
|
15.87
|
|
|
—
|
|
|
$
|
119,788,435
|
|
February 1 through February 29, 2020
|
|
173,563
|
|
|
10.82
|
|
|
—
|
|
|
119,788,435
|
|
||
March 1 through March 31, 2020
|
|
115
|
|
|
5.93
|
|
|
—
|
|
|
119,788,435
|
|
||
Total
|
|
223,228
|
|
|
$
|
11.94
|
|
|
—
|
|
|
|
(1)
|
All shares purchased during the three-month period ended March 31, 2020 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)
|
We maintain a 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.
|
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:
|
April 30, 2020
|
|
By
|
/s/ LLOYD A. HAJDIK
|
|
|
|
|
|
Lloyd A. Hajdik
|
|
|
|
|
|
Executive Vice President, Chief Financial Officer and
|
|
|
|
|
|
Treasurer (Duly Authorized Officer and Principal Financial Officer)
|
|
•
|
In the event of death or long-term disability (as determined in accordance with the long-term disability plan of the Company or an affiliate, as applicable), a performance payment will be based on the actual achievement of the applicable performance targets for the Plan Year and the Eligible Participant's eligible compensation received from the Company and its affiliates during the portion of the Plan Year in which the Eligible Participant actively participated in the Plan; and
|
•
|
In the event of an Eligible Participant's retirement, a performance payment will be based on the actual achievement of the applicable performance targets for the Plan Year and the Eligible Participant's eligible compensation from the Company and its affiliates during the portion of the Plan Year in which the Eligible Participant actively participated in the Plan. An Eligible Participant must have attained the age of 60, or have attained the age of 58 with 20 years of service, at the time of retirement to qualify for this performance payment.
|
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:
|
April 30, 2020
|
|
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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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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
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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.
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/s/ Lloyd A. Hajdik
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Name:
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Lloyd A. Hajdik
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|
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Executive Vice President, Chief Financial Officer and Treasurer
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Date:
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April 30, 2020
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|
1.
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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.
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/s/ Cindy B. Taylor
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Name:
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Cindy B. Taylor
|
|
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|
President and Chief Executive Officer
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|
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Date:
|
April 30, 2020
|
|
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:
|
April 30, 2020
|
|