1. | The introductory paragraph states that you do not list all risk factors and that the risk factors merely “include” those listed below. Please eliminate any text which suggests that you do not include in this section all the known, material risks. |
2. | We note that you supply certain chemicals used in hydraulic fracturing operations. Please tell us, with a view for disclosure, whether there have been any incidents, citations, or suits related to your fracing operations for environmental concerns, and if so, what your response has been. |
3. | In regard to your involvement in hydraulic fracturing, please also tell us what steps you, or your customers, have taken to minimize any potential environmental impact. For example, and without limitation, please explain if you: |
• | have steps in place to ensure that the drilling, casing, and cementing adhere to known best practices; |
• | monitor the rate and pressure of the fracturing treatment in real time for any abrupt change in rate or pressure; |
• | evaluate the environmental impact of additives to the fracturing fluid; and |
• | minimize the use of water and/or dispose of it in a way that minimizes the impact to nearby surface water. |
4. | Please provide us a report detailing all chemicals used in your hydraulic fracturing fluid formulation/mixture, in the volume/concentration and total amounts utilized, for representative wells in each of the major resource plays for which you supply fluid. |
5. | In light of the public concern over the risks relating to hydraulic fracturing, please review your disclosure to ensure that you have disclosed all material information regarding your potential liability. This would include, for example, your potential liability in connection with any environmental contamination related to fracturing operations in which you or your customers are involved. For example, and without limitation, please address the following with respect to your hydraulic fracturing operations: |
• | disclose the applicable policy limits and deductibles related to your insurance coverage; |
• | disclose your related indemnification obligations and those of the third parties who use your products or services when performing hydraulic fracturing operations, if applicable; |
• | clarify your insurance coverage with respect to any liability related to any resulting negative environmental effects; and |
• | provide further detail on the risks for which you are insured for your customers' hydraulic fracturing operations. |
6. | In this regard, discuss what remediation plans or procedures are in place to deal with the environmental impact that would occur in the event of a spill or leak from the hydraulic fracturing operations in which you or your customers are involved. |
7. | In this section, you sometimes refer to two or more primary drivers that contributed to a material change. For example, you state that the increase in product sales revenue from 2009 to 2010 “was driven by (1) the acceptance and demand of [your] specialized completion products introduced over the last three years, (2) an increased market share in North American natural gas and oil shale reservoirs and (3) an increased market penetration in the Middle East and Asia-Pacific perforating markets.” Please quantify the amount of the change that was contributed by each of the primary drivers. See Section III.D of SEC Release 33-6835 (May 19, 1989). |
8. | We note from your revenue recognition policy that you earn revenue from long-term contracts that are rendered in proportion to the work performed. Please tell us how you have considered the disclosure requirements of Rule 5-02(3)(c) and 5-02(6)(a)(2) of Regulation S-X. Note that contracts of a duration under 12 months may also be included in the accounts receivable disclosure, as provided by Rule 5-02(6)(d). |
9. | Please provide us, and in your disclosure, more specificity as to how progress to completion is measured, as it relates to your long term contracts. Refer to ASC 605-35-25-51 through 25-53, 25-79 through 25-81, and 50-2, for guidance. |
10. | We note throughout your filing you identify the types of services and products that you provide. We also note that you recognize revenue under a number of different methods. Please tell us how you have considered providing examples of your significant products and services for each method in which you recognize revenue. |
11. | We note that you recognize revenue for consulting services as the services are performed. Please clarify for us, with a view towards disclosure in future filings, how you bill these consulting services (e.g. hourly, fixed price, or performance measures). |
12. | We note that you recognize revenue for consulting services as the services are performed. You indicate at the beginning of your policy that revenues for services are generally recognized when completed. Please clarify which services are recognized upon completion, and which consulting services are recognized as performed. |
13. | Your website displays nine divisions that comprise your company and it is not clear whether these divisions constitute operating segments that have been aggregated under ASC 280-10-50-11. (ASC 280-10-50-21 requires disclosure when operating segments have been aggregated.) As it relates to the divisions, we note that at least three of them, Owen Oil Tools, Saybolt, and Integrated Reservoir Solutions, are led by an executive who is also part of “senior operations management.” If the members of senior operations management report to your entity's chief operating decision maker, it may be an indication that the divisions are operating segments. Accordingly, please clarify for us the number of operating segments that you have identified under ASC 280-10-50-1 and ASC 280-10-50-3 through 50-9. If less than nine operating segments have been identified, provide us an analysis that supports aggregation if operating segments are being aggregated. As part of your response, please provide us a copy of the 2010 operating results reviewed by your chief operating decision maker to make decisions about resources to be allocated and assess performance. |
14. | Please provide us a comprehensive analysis of your products and services as it relates to the requirement to disclose the revenue attributable to each product and service, or each group of similar products and services, as provided by ASC 280-10-50-40. |
15. | We note from your press release included as an exhibit to your 8-K that you referenced free cash flow per share. Please tell us how you considered Accounting Series Release No. 142, Regulation G, and our Non-GAAP Financial Measures C&DIs, located at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm, with respect to the inclusion of this measure in your document. Similar concerns would apply to the use of free cash flow per share in earnings conference calls. |
/s/ C. Brig Miller |
C. Brig Miller |
Chief Accounting Officer |
1. | RISK FACTORS; page 7; Form 10K 2010; ITEM 1A |
• | general and economic business conditions; |
• | market prices of oil and gas and expectations about future prices; |
• | cost of producing oil and natural gas; |
• | the level of drilling and production activity; |
• | mergers, consolidations and downsizing among our clients; |
• | coordination by OPEC; |
• | the impact of commodity prices on the expenditure levels of our clients; |
• | financial condition of our client base and their ability to fund capital expenditures; |
• | the physical effects of climatic change, including adverse weather or geologic/geophysical conditions; |
• | the adoption of legal requirements or taxation relating to climate change that lower the demand for petroleum- based fuels; |
• | civil unrest or political uncertainty in oil producing or consuming countries; |
• | level of consumption of oil, gas and petrochemicals by consumers; |
• | changes in existing laws, regulations, or other governmental actions; |
• | the business opportunities (or lack thereof) that may be presented to and pursued by us; and |
• | availability of services and materials for our clients to grow their capital expenditures. |
• | general and economic business conditions; |
• | market prices of oil and gas and expectations about future prices; |
• | cost of producing oil and natural gas; |
• | the level of drilling and production activity; |
• | mergers, consolidations and downsizing among our clients; |
• | coordination by OPEC; |
• | the impact of commodity prices on the expenditure levels of our clients; |
• | financial condition of our client base and their ability to fund capital expenditures; |
• | the physical effects of climatic change, including adverse weather or geologic/geophysical conditions; |
• | the adoption of legal requirements or taxation relating to climate change that lower the demand for petroleum- based fuels; |
• | civil unrest or political uncertainty in oil producing or consuming countries; |
• | level of consumption of oil, gas and petrochemicals by consumers; |
• | changes in existing laws, regulations, or other governmental actions; |
• | the business opportunities (or lack thereof) that may be presented to and pursued by us; and |
• | availability of services and materials for our clients to grow their capital expenditures. |
1. | RESULTS OF OPERATIONS; page 20; Form 10K 2010; ITEM 6 |
A. | Increased demand from 2009 to 2010 for reservoir rock studies and reservoir fluids phase-behavior studies |
i. | 2009 Revenue: $ 149,715,245 |
ii. | 2010 Revenue: $ 155,892,187 |
iii. | Increase from 2009 to 2010: $ 6,176,942 (4% increase) |
B. | Increased demand from 2009 to 2010 for crude oil testing, inspection, distillation, assay, fractionation and characterization projects worldwide |
i. | 2009 Revenue: $ 363,525,099 |
ii. | 2010 Revenue: $ 394,909,986 |
iii. | Increase from 2009 to 2010: $ 31,384,887 (9% increase) |
C. | Decrease from 2008 to 2009 was softened by our improved penetration of international markets in 2009 |
i. | 2008 Revenue: $ 249,282,006 |
ii. | 2009 Revenue: $ 252,055,283 |
iii. | Increase from 2008 to 2009: $ 2,773,277 (1% increase) |
A. | Acceptance and demand of our specialized completion products in 2010 over 2009 |
i. | Sales of HTD-Blast systems in 2009: 3,080 units |
ii. | Sales of HTD-Blast systems in 2010: 8,533 units |
iii. | Increase from 2009 to 2010: 5,453 units 177% (increase) |
B. | Increased market share in 2010 over 2009 in North American natural gas and oil shale reservoirs |
i. | Market Share in 2009: 9.4% |
ii. | Market Share in 2010: 14.5% |
iii. | Increase from 2009 to 2010: 5.1% |
C. | Increased market penetration in 2010 over 2009 in perforating markets |
i. | Middle East |
a. | 2009 Revenue: $ 5,299,174 |
b. | 2010 Revenue: $ 5,725,287 |
c. | Increase from 2009 to 2010: $ 426,113 (8% increase) |
ii. | Asia-Pacific |
a. | 2009 Revenue: $ 16,822,442 |
b. | 2010 Revenue: $ 19,368,813 |
c. | Increase from 2009 to 2010: $ 2,546,371 (15% increase) |
D. | Our revenues declined at a much lower rate compared to the 42% decrease in the average North American rig count from 2008 to 2009 |
a. | 2008 Revenue: $ 183,140,936 |
b. | 2009 Revenue: $ 141,766,387 |
c. | Decrease from 2008 to 2009: $ (41,374,549) (23% decrease) |
i. | Average North American Rig Count per Baker Hughes for Total Wells Drilled: |
a. | 2008: 1,877 wells |
b. | 2009: 1,089 wells |
c. | Decrease from 2008 to 2009: (788) wells (42% decrease) |
E. | Revenue decline in 2009 mitigated by the additional market share and the acceptance of our specialized reservoir optimizing technologies |
i. | Sales of HTD-Blast systems in 2008: 781 units |
ii. | Sales of HTD-Blast systems in 2009: 3,080 units |
iii. | Increase from 2008 to 2009: 2,299 units (294% increase) |
iv. | Market Share in 2008: 2.0% |
v. | Market Share in 2009: 9.4% |
vi. | Increase from 2008 to 2009: 7.4% |
A. | In 2010, continued to realize increased demand for crude oil testing, inspection, distillation, assay, fractionation and characterization projects worldwide. |
i. | 2009 Revenue: $ 394,762,241 |
ii. | 2010 Revenue: $ 402,665,590 |
iii. | Increase from 2009 to 2010: $ 7,903,349 (2% increase) |
B. | In 2010, continued expansion of worldwide development projects in West Africa, Asia-Pacific and the North Sea |
i. | 2009 Revenue: $ 93,907,607 |
ii. | 2010 Revenue: $ 101,985,670 |
iii. | Increase from 2009 to 2010: $ 8,078,063 (9% increase) |
A. | In 2010 compared to 2009, to the increased acceptance by our clients of our high margin completion products as well as our fracture diagnostic services |
i. | Revenue in 2009: $ 230,652,137 |
ii. | Revenue in 2010: $ 313,956,290 |
iii. | Increase from 2009 to 2010: $ 83,304,153 (36% increase) |
B. | In 2010 compared to 2009, to the increased market share of our perforating charges and gun systems particularly in the North American markets relating to horizontal well developments of gas-shale and oil-shale reservoirs |
i. | Revenue in 2009: $ 4,480,784 |
ii. | Revenue in 2010: $ 12,413,808 |
iii. | Increase from 2009 to 2010: $ 7,933,024 (177% increase) |
C. | In 2009 compared to 2008, improved market penetration and client acceptance of our well perforating and completion products |
i. | Revenue in 2008: $ 191,969,881 |
ii. | Revenue in 2009: $ 144,858,853 |
iii. | Decrease from 2008 to 2009: $ (47,111,028) (25% decrease) |
D. | In 2009 compared to 2008, improve market penetration and client acceptance of our fracture diagnostic services |
i. | Revenue in 2008: $ 101,046,840 |
ii. | Revenue in 2009: $ 85,793,283 |
iii. | Decrease from 2008 to 2009: $ (15,253,577) (15% decrease) |
E. | Average North American Rig Count per Baker Hughes for Total Wells Drilled: |
i. | 2008: 1,877 wells |
ii. | 2009: 1,089 wells |
iii. | Decrease from 2008 to 2009: (788) wells (42% decrease) |
A. | in 2010 compared to 2009, ongoing interest in several of our existing multi-client reservoir studies |
i. | Eagle Ford Shale in south Texas |
a. | Members in 2009: 18 |
b. | Members in 2010: 35 |
c. | Increase from 2009 to 2010: 17 (94% increase) |
ii. | Marcellus Shale Study |
a. | Members in 2009: 38 |
b. | Members in 2010: 45 |
c. | Increase from 2009 to 2010: 7 (18% increase) |
iii. | Worldwide Oil and Natural Gas Shale Reservoir Study |
a. | Members in 2009: 10 |
b. | Members in 2010: 19 |
c. | Increase from 2009 to 2010: 9 (90% increase) |
B. | Proprietary Studies including studies of offshore Ivory Coast, Ghana and Nigeria, a gas-shale reconnaissance project in Indonesia and for several companies active in the Wolfberry Play |
i. | Revenue in 2009: $ 3,291,038 |
ii. | Revenue in 2010: $ 4,099,905 |
iii. | Increase from 2009 to 2010: $ 808,867 (25% increase) |
C. | Decline in revenue was offset by continuing to grow our consortium studies revenue: |
i. | Consortia study revenue in 2008: $ 29,104,930 |
ii. | Consortia study revenue in 2009: $ 32,684,819 |
iii. | Increase from 2008 to 2009: $ 3,579,889 (12% increase) |