UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 26, 2012
Oil States International, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
1-16337 |
76-0476605 |
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Three Allen Center 333 Clay Street, Suite 4620, Houston, Texas |
77002 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (713) 652-0582
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
||
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On April 26, 2012, Oil States International, Inc. (the "Company") issued a press release announcing its financial condition and results of operations for the quarter ended March 31, 2012. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K, and is incorporated herein by reference.
The information contained in this report and the exhibit hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filings made by Oil States International, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description of Document
99.1
Press Release dated April 26, 2012 (furnished)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Oil States International, Inc.
(Registrant) |
||
April 26, 2012
(Date) |
/s/ BRADLEY J. DODSON
Bradley J. Dodson Senior Vice President, Chief Financial Officer and Treasurer |
Index to Exhibits
Exhibit Number |
Description of Document | |
99.1 | Press Release dated April 26, 2012 |
EXHIBIT 99.1
HOUSTON, April 26, 2012 (GLOBE NEWSWIRE) -- Oil States International, Inc. (NYSE:OIS) reported net income for the quarter ended March 31, 2012 of $135.1 million, or $2.43 per diluted share, which included a gain of $0.23 per diluted share after-tax from a favorable contract settlement in its U.S. accommodations business. These results compare to net income of $62.1 million, or $1.13 per diluted share, in the first quarter of 2011.
The Company generated revenues of $1.1 billion and record quarterly EBITDA of $256.7 million during the first quarter of 2012, which included a pre-tax benefit of $17.9 million related to a favorable contract settlement, compared to revenues of $760.4 million and EBITDA of $139.8 million in the first quarter of 2011 (EBITDA(A) defined as net income plus interest, taxes, depreciation and amortization). The 45% increase in revenues and 84% increase in EBITDA resulted from organic growth initiatives, increased deepwater spending and higher U.S. drilling and completion activity. Consolidated operating income more than doubled totaling $204.2 million in the current quarter, up from $94.8 million in the first quarter of 2011, with EBITDA margins improving to 23% in the first quarter of 2012, up from 18% a year ago. Excluding the favorable contract settlement recorded during the first quarter of 2012, operating income and EBITDA would have increased year-over-year by 97% and 71%, respectively.
Cindy B. Taylor, Oil States' President and Chief Executive Officer stated, "All of our business segments realized strong activity levels and performed very well during the quarter. On a year-over-year basis, we benefitted from expansions of our accommodations business in each of our major markets, strong revenues generated by our offshore products business and continued growth in our North American businesses."
"Occupancy levels were very strong in both the Canadian and Australian accommodations markets. RevPAR increased 8% year-over-year due to these high occupancy levels and the outlook for our customers' future worker accommodation needs continues to be positive. During the first quarter, we invested $64 million to expand our accommodations business. Backlog in our offshore products segment remained at strong levels totaling $529 million at March 31, 2012. Bidding and quoting activity remains robust, particularly for subsea products and floating production facility content in the Brazilian, West African, and Southeast Asian markets."
Mrs. Taylor concluded by stating, "Despite the recent decline in natural gas prices and resultant shift in U.S. drilling activity from dry gas regions to liquids basins, our well site services segment performed well. Our broad network of more than 55 locations across the U.S. allowed us to manage this shift in activity in terms of both personnel and equipment. Customer demand for tubulars remains strong evidenced by a 33% year-over-year increase in shipments due primarily to higher U.S. drilling activity coupled with increased shipments of OCTG destined for offshore wells."
The Company recognized an effective tax rate of 28.2% in the first quarter of 2012 compared to 27.3% in the first quarter of 2011. The higher effective tax rate in the first quarter of 2012 was primarily due to a higher foreign effective tax rate. The Company invested $101.4 million in capital expenditures during the first quarter of 2012 primarily related to the ongoing expansion of its accommodations business coupled with additional rental equipment deployed to service the active U.S. shale plays.
BUSINESS SEGMENT RESULTS
(Unless otherwise noted, the following discussion compares the quarterly results from the first quarter of 2012 to the results from the first quarter of 2011.)
Accommodations
Accommodations generated revenues of $301.8 million and EBITDA of $148.7 million for the first quarter of 2012 compared to revenues and EBITDA of $197.1 million and $75.2 million in the first quarter of 2011. Results for the first quarter of 2012 included EBITDA of $17.9 million related to a U.S. contract settlement. The settlement pertained to a U.S. mobile camp contract associated with an infrastructure project that has been delayed indefinitely. Excluding this settlement, the accommodations segment's revenues increased 44% and EBITDA increased 74% year-over-year primarily due to a 24% year-over-year improvement in Canadian mobile camp business, a 36% year-over-year organic increase in average available rooms and an 8% year-over-year increase in RevPAR due to high occupancy levels.
Well Site Services
Well site services generated revenues of $183.0 million and EBITDA of $59.0 million in the first quarter of 2012 compared to revenues and EBITDA of $140.6 million and $41.4 million, respectively, in the first quarter of 2011. Revenues increased 30% and EBITDA increased 42% year-over-year primarily due to increased U.S. drilling and completion activity coupled with expanded margins. Our rental tools business benefited from strong U.S. completion activity, the deployment of additional equipment in the active shale basins and greater service intensity. Service tickets increased 13% year-over-year and revenue per ticket increased 12% year-over-year, as the industry favored our higher specification equipment, particularly in the Bakken, Eagle Ford, Marcellus and the Permian Basin regions. The year-over-year increase in activity also led to improved cost absorption.
Offshore Products
Offshore products generated revenues and EBITDA of $185.7 million and $36.1 million in the first quarter of 2012 compared to revenues and EBITDA of $128.4 million and $20.1 million in the first quarter of 2011. Revenues and EBITDA increased 45% and 80% year-over-year, respectively, primarily due to high manufacturing activity, improved revenue mix oriented towards production equipment and connector products sales, combined with improved cost absorption. Backlog totaled $529 million at March 31, 2012 compared to $535 million reported at December 31, 2011 and $416 million reported at March 31, 2011. Backlog additions during the quarter included a large subsea pipeline equipment order in Brazil.
Tubular Services
Tubular services generated revenues of $428.5 million and EBITDA of $23.5 million during the first quarter of 2012 compared to revenues and EBITDA of $294.3 million and $13.5 million, respectively, in the first quarter of 2011. Revenues and EBITDA improved 46% and 74% year-over-year, respectively, primarily due to the 33% year-over-year increase in OCTG shipments, which exceeded the 16% year-over-year increase in U.S. drilling activity and was driven by increased activity in the Permian and Eagle Ford basins along with a recovery in demand in the Gulf of Mexico. Gross margin as a percent of revenues in the first quarter of 2012 increased to 6.3% from 5.9% in the first quarter of 2011 primarily due to product mix and industry pricing. The Company's OCTG inventory increased 13% sequentially to $473.1 million at March 31, 2012 based on strong customer demand.
Oil States International, Inc. is a diversified oilfield services company and is a leading, integrated provider of remote site accommodations with prominent market positions in the Canadian oil sands and the Australian mining regions. The Company is also a leading manufacturer of products for deepwater production facilities and subsea pipelines as well as a provider of completion-related rental tools, oil country tubular goods distribution and land drilling services to the oil and gas industry. Oil States is publicly traded on the New York Stock Exchange under the symbol OIS.
For more information on the Company, please visit Oil States International's website at http://www.oilstatesintl.com.
The Oil States International, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6058
The foregoing contains forward-looking statements within the meaning of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements included therein are based on then current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among other things, risks associated with the general nature of the oilfield service industry and other factors discussed in the "Business" and "Risk Factors" sections of the Form 10-K for the year ended December 31, 2011 filed by Oil States with the SEC on February 17, 2012.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES | ||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||
(In Thousands, Except Per Share Amounts) | ||
THREE MONTHS ENDED | ||
MARCH 31, | ||
2012 | 2011 | |
Revenues | $1,098,992 | $760,441 |
Costs and expenses: | ||
Cost of sales and services | 795,797 | 574,398 |
Selling, general and administrative expenses | 47,739 | 43,708 |
Depreciation and amortization expense | 50,665 | 45,151 |
Other operating expense | 544 | 2,408 |
894,745 | 665,665 | |
Operating income | 204,247 | 94,776 |
Interest expense, net of capitalized interest | (17,944) | (10,249) |
Interest income | 297 | 1,013 |
Equity in earnings of unconsolidated affiliates | 420 | 51 |
Other income | 1,735 | 143 |
Income before income taxes | 188,755 | 85,734 |
Income tax expense | (53,283) | (23,383) |
Net income | 135,472 | 62,351 |
Less: Net income attributable to noncontrolling interest | 407 | 274 |
Net income attributable to Oil States International, Inc. | $135,065 | $62,077 |
Net income per share attributable to Oil States International, Inc. common stockholders | ||
Basic | $2.63 | $1.22 |
Diluted | $2.43 | $1.13 |
Weighted average number of common shares outstanding: | ||
Basic | 51,430 | 50,936 |
Diluted | 55,557 | 54,852 |
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES | ||
CONSOLIDATED BALANCE SHEETS | ||
(In Thousands) | ||
MARCH 31, | DECEMBER 31, | |
ASSETS | 2012 | 2011 |
(UNAUDITED) | ||
Current assets: | ||
Cash and cash equivalents | $70,651 | $71,721 |
Accounts receivable, net | 842,970 | 732,240 |
Inventories, net | 727,824 | 653,698 |
Prepaid expenses and other current assets | 23,681 | 32,000 |
Total current assets | 1,665,126 | 1,489,659 |
Property, plant, and equipment, net | 1,624,072 | 1,557,088 |
Goodwill, net | 470,990 | 467,450 |
Other intangible assets, net | 125,507 | 127,602 |
Other noncurrent assets | 62,070 | 61,842 |
Total assets | $3,947,765 | $3,703,641 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current liabilities: | ||
Accounts payable and accrued liabilities | $372,789 | $348,957 |
Income taxes | 32,398 | 10,395 |
Current portion of long-term debt and capitalized leases | 32,549 | 34,435 |
Deferred revenue | 69,620 | 75,497 |
Other current liabilities | 6,567 | 5,665 |
Total current liabilities | 513,923 | 474,949 |
Long-term debt and capitalized leases (B) | 1,169,012 | 1,142,505 |
Deferred income taxes | 101,211 | 97,377 |
Other noncurrent liabilities | 26,672 | 25,538 |
Total liabilities | 1,810,818 | 1,740,369 |
Stockholders' equity: | ||
Oil States International, Inc. stockholders' equity: | ||
Common stock, $.01 par value, 200,000,000 shares authorized, 55,189,013 shares and 54,803,539 shares issued, respectively, and 51,633,572 shares and 51,288,750 shares outstanding, respectively | 552 | 548 |
Additional paid-in capital | 562,075 | 545,730 |
Retained earnings | 1,585,651 | 1,450,586 |
Accumulated other comprehensive income | 99,617 | 74,371 |
Treasury stock, at cost, 3,555,441 and 3,514,789 shares, respectively | (112,489) | (109,079) |
Total Oil States International, Inc. stockholders' equity | 2,135,406 | 1,962,156 |
Noncontrolling interest | 1,541 | 1,116 |
Total stockholders' equity | 2,136,947 | 1,963,272 |
Total liabilities and stockholders' equity | $3,947,765 | $3,703,641 |
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES | ||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
(In Thousands) | ||
THREE MONTHS | ||
ENDED MARCH 31, | ||
2012 | 2011 | |
Cash flows from operating activities: | ||
Net income | $135,472 | $62,351 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 50,665 | 45,151 |
Deferred income tax provision | 1,727 | 4,883 |
Excess tax benefits from share-based payment arrangements | (5,175) | (4,439) |
Gains on disposals of assets | (1,326) | (315) |
Non-cash compensation charge | 4,399 | 3,424 |
Accretion of debt discount | 2,035 | 1,895 |
Amortization of deferred financing costs | 1,800 | 1,390 |
Other, net | (18) | 201 |
Changes in operating assets and liabilities, net of effect from acquired businesses: | ||
Accounts receivable | (105,007) | (35,798) |
Inventories | (71,062) | (28,499) |
Accounts payable and accrued liabilities | 21,445 | (10,948) |
Taxes payable | 33,731 | 4,010 |
Other current assets and liabilities, net | (1,469) | (7,094) |
Net cash flows provided by operating activities | 67,217 | 36,212 |
Cash flows from investing activities: | ||
Capital expenditures, including capitalized interest | (101,402) | (92,609) |
Acquisitions of businesses, net of cash acquired | ---- | (212) |
Proceeds from sale of equipment | 1,636 | 625 |
Other, net | (1,189) | (1,241) |
Net cash flows used in investing activities | (100,955) | (93,437) |
Cash flows from financing activities: | ||
Revolving credit borrowings and (repayments), net | 29,941 | 50,757 |
Term loan repayments | (7,526) | (3,785) |
Debt and capital lease repayments | (2,183) | (298) |
Issuance of common stock from share-based payment arrangements | 6,775 | 6,377 |
Excess tax benefits from share-based payment arrangements | 5,175 | 4,439 |
Other, net | (3,425) | (2,741) |
Net cash flows provided by financing activities | 28,757 | 54,749 |
Effect of exchange rate changes on cash | 3,966 | 3,177 |
Net increase (decrease) in cash and cash equivalents from continuing operations | (1,015) | 701 |
Net cash used in discontinued operations – operating activities | (55) | (78) |
Cash and cash equivalents, beginning of period | 71,721 | 96,350 |
Cash and cash equivalents, end of period | $70,651 | $96,973 |
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES | |||
SEGMENT DATA | |||
(In Thousands) | |||
(Unaudited) | |||
Three Months Ended March 31, | |||
2012 | 2011 | ||
Revenues | |||
Rental tools | $135,554 | $107,531 | |
Drilling services | 47,407 | 33,105 | |
Well site services | 182,961 | 140,636 | |
Accommodations | 301,820 | 197,099 | |
Offshore products | 185,720 | 128,441 | |
Tubular services | 428,491 | 294,265 | |
Total revenues | $1,098,992 | $760,441 | |
EBITDA (A) | |||
Rental tools | $46,286 | $34,186 | |
Drilling services | 12,753 | 7,249 | |
Well site services | 59,039 | 41,435 | |
Accommodations | 148,677 | 75,242 | |
Offshore products | 36,145 | 20,075 | |
Tubular services | 23,538 | 13,527 | |
Corporate and eliminations | (10,739) | (10,432) | |
Total EBITDA | $256,660 | $139,847 | |
Operating income / (loss) | |||
Rental tools | $33,794 | $24,389 | |
Drilling services | 7,459 | 2,235 | |
Well site services | 41,253 | 26,624 | |
Accommodations | 119,025 | 48,973 | |
Offshore products | 32,501 | 16,750 | |
Tubular services | 22,421 | 13,046 | |
Corporate and eliminations | (10,953) | (10,617) | |
Total operating income | $204,247 | $94,776 |
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES | |||
ADDITIONAL QUARTERLY SEGMENT AND OPERATING DATA | |||
(Unaudited) | |||
Three Months Ended March 31, | |||
2012 | 2011 | ||
Supplemental operating data | |||
Lodge/village revenues ($ in thousands) | $196,773 | $132,721 | |
Other accommodations revenues ($ in thousands) (1) | 105,047 | 64,378 | |
Total accommodations revenues ($ in thousands) | $301,820 | $197,099 | |
Average available lodge/village rooms | 17,634 | 12,970 | |
Lodge/village revenues per available room | $123 | $114 | |
Offshore products backlog ($ in millions) | $529.3 | $415.5 | |
Rental tool job tickets | 12,509 | 11,079 | |
Average revenue per ticket ($ in thousands) | $10.8 | $9.7 | |
Tubular services operating data | |||
Shipments (tons in thousands) | 205.4 | 154.4 | |
Quarter end inventory ($ in millions) | $473.1 | $351.7 | |
Land drilling operating statistics | |||
Average rigs available | 33 | 33 | |
Utilization | 87.7% | 71.4% | |
Implied day rate ($ in thousands per day) | $17.8 | $15.3 | |
Implied daily cash margin ($ in thousands per day) | $5.0 | $3.6 |
(1) Includes contract settlement revenue for the quarter ended March 31, 2012.
(A) The term EBITDA consists of net income plus interest, taxes, depreciation and amortization. EBITDA is not a measure of financial performance under generally accepted accounting principles and should not be considered in isolation from or as a substitute for net income or cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. Additionally, EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included EBITDA as a supplemental disclosure because its management believes that EBITDA provides useful information regarding our ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company uses EBITDA to compare and to monitor the performance of its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan. The following table sets forth a reconciliation of EBITDA to net income, which is the most directly comparable measure of financial performance calculated under generally accepted accounting principles.
OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES | |||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION | |||
(In Thousands) | |||
(Unaudited) | |||
Three Months Ended March 31, | |||
2012 | 2011 | ||
Net income | $135,065 | $62,077 | |
Income tax provision | 53,283 | 23,383 | |
Depreciation and amortization | 50,665 | 45,151 | |
Interest income | (297) | (1,013) | |
Interest expense | 17,944 | 10,249 | |
EBITDA | $256,660 | $139,847 |
(B) As of March 31, 2012, the Company had approximately $738 million available under its credit facilities.
CONTACT: Company Contact: Bradley J. Dodson Oil States International, Inc. 713-652-0582