Item 2. Management’s discussion and analysis of financial condition and results of operations
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control. All statements, other than statements of historical fact, included in this Quarterly Report on Form 10-Q regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
Forward-looking statements may include, but are not limited to, statements about the following subjects:
•
business strategy;
•
cash flows and liquidity;
•
the volatility and impact of changes in oil and natural gas prices;
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|
•
|
the availability of raw materials and specialized equipment;
|
•
our ability to accurately predict customer demand;
•
customer order cancellations or deferrals;
•
competition in the oil and natural gas industry;
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|
•
|
governmental regulation and taxation of the oil and natural gas industry, including the application of tariffs by governmental authorities;
|
•
environmental liabilities;
•
political, social and economic issues affecting the countries in which we do business;
•
changes in relative activities of U.S. and international operations;
•
our ability to deliver our backlog in a timely fashion;
•
our ability to implement new technologies and services;
•
availability and terms of capital;
•
general economic conditions;
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|
•
|
our ability to successfully manage our growth, including risks and uncertainties associated with integrating and retaining key employees of the businesses we acquire;
|
•
benefits of our acquisitions;
•
availability of key management personnel;
•
availability of skilled and qualified labor;
•
operating hazards inherent in our industry;
•
the continued influence of our largest shareholder;
•
the ability to establish and maintain effective internal control over financial reporting;
•
financial strategy, budget, projections and operating results;
•
uncertainty regarding our future operating results; and
•
plans, objectives, expectations and intentions contained in this report that are not historical.
All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We disclaim any obligation to update or revise these statements unless required by law, and you should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report on Form 10-Q are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on
February 28, 2019
, and elsewhere in this Quarterly Report on Form 10-Q. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Overview
We are a global oilfield products company, serving the drilling, downhole, subsea, completions, and production sectors of the oil and natural gas industry. We design, manufacture and distribute products and engage in aftermarket services, parts supply and related services that complement our product offering. Our product offering includes a mix of frequently replaced consumable products and highly engineered capital products that are used in the exploration, development, production and transportation of oil and natural gas. Our consumable products are used in drilling, well construction and completions activities, within the supporting infrastructure, and at processing centers and refineries. Our engineered capital products are directed at: drilling rig equipment for new rigs, upgrades and refurbishment projects; subsea construction and development projects; pressure pumping equipment; the placement of production equipment on new producing wells; and downstream capital projects. For the
six months ended June 30, 2019
, approximately 86% of our revenue was derived from consumable products and activity-based equipment, while the balance was primarily derived from capital products with a small amount from rental and other services.
We seek to design, manufacture and supply high quality reliable products that create value for our diverse customer base, which includes, among others, oil and natural gas operators, land and offshore drilling contractors, oilfield service companies, subsea construction and service companies, and pipeline and refinery operators.
In the first quarter 2019, we changed our reporting segments in order to align with business activity drivers and the manner in which management reviews and evaluates operating performance. Forum now operates in the following three reporting segments: Drilling & Downhole, Completions and Production. This move better aligns with the key phases of the well cycle and provides improved operating efficiencies. Historically, we operated in three business segments: Drilling & Subsea, Completions, and Production & Infrastructure. We have moved the Downhole product line from Completions to Drilling & Subsea to form the new Drilling & Downhole segment. Completions retains the Stimulation & Intervention and Coiled Tubing product lines. Finally, we renamed Production & Infrastructure as the Production segment. Our historical results of operations have been recast to retrospectively reflect these changes in accordance with generally accepted accounting principles.
A summary of the products and services offered by each segment is as follows:
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|
•
|
Drilling & Downhole segment
. This segment designs and manufactures products and provides related services to the drilling, well construction, artificial lift and subsea energy construction and services markets as well as other markets such as alternative energy, defense and communications. The products and related services consist primarily of: (i) capital equipment and a broad line of expendable drilling products consumed in the drilling process; (ii) well construction casing and cementing equipment, protectors for artificial lift equipment and cables used in completions, and composite plugs used for zonal isolation in hydraulic fracturing; and (iii) subsea remotely operated vehicles and trenchers, specialty components and tooling, products used in subsea pipeline infrastructure, and a broad suite of complementary subsea technical services and rental items.
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•
|
Completions segment.
This segment designs, manufactures and supplies products and provides related services to the completion, stimulation and intervention markets. The products and related services consist primarily of: (i) capital and consumable products sold to the pressure pumping, hydraulic fracturing and flowback services markets, including hydraulic fracturing pumps, pump consumables, cooling systems and flow iron as well as wireline cable, and pressure control equipment used in the well completion and intervention service markets; and (ii) coiled tubing strings and coiled line pipe and related services.
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|
|
•
|
Production segment
. This segment designs, manufactures and supplies products and provides related equipment and services for production and infrastructure markets. The products and related services consist primarily of: (i) engineered process systems, production equipment and related field services, as well as specialty separation equipment; and (ii) a wide range of industrial valves focused on serving upstream, midstream, and downstream oil and natural gas customers as well as power and other general industries.
|
Market Conditions
The level of demand for our products is directly related to activity levels and the capital and operating budgets of our customers, which in turn are heavily influenced by energy prices and expectations as to future price trends. In addition, the availability of existing capital equipment adequate to serve exploration and production requirements, or lack thereof, drives demand for our capital equipment products.
The probability of any cyclical change in energy prices and the extent and duration of such a change are difficult to predict. Oil prices strengthened through much of 2018, giving rise to higher drilling and completions activity and spending by our customers, primarily in North America. The volume of rigs drilling for oil and natural gas in North America and the level of hydraulic fracturing and other well completion activities are drivers for our revenue from this region. In the fourth quarter of 2018, oil prices declined significantly as a result of slowing growth in global oil demand and a surge in U.S. oil production. This decline in prices occurred during the time when oil and natural gas operators were establishing their 2019 capital expenditure budgets, resulting in lower levels of drilling and completions activity in the U.S. in 2019. As a result, oilfield service companies are reducing spending on new capital equipment by utilizing idle equipment and reducing the amount of consumable items in their inventories. This decrease in spending negatively impacts the demand for our products.
Drilling and completions activity for the U.S. onshore market has recovered significantly from the low point reached in the second quarter of 2016. Activity in international regions has lagged the U.S. onshore recovery; however, increases in certain international regions have started to materialize in 2019. Global offshore and subsea activity have recently seen a modest recovery but still remain at low levels compared to historical activity. Current demand for our drilling and completions capital equipment offerings remains far below the level achieved during the last newbuild cycle due to the oversupply of relatively new or recently upgraded equipment, especially onshore and offshore drilling rigs. In addition, publicly traded exploration and production and oilfield service companies are under pressure from their investors to live within their budgets and generate positive cash flow. This factor has contributed to recent declines in U.S. onshore completions activity and has led service companies to reduce capital expenditures and defer maintenance of existing equipment.
The revenue of our Valve Solutions product line is also influenced by energy prices, but to a lesser extent compared to our other product lines, resulting in more stable operating and financial results over time. Demand for valves from the oil and natural gas industry worldwide is driven by planned investments in global refinery and petrochemical projects, as well as the construction of additional pipeline capacity. While total demand for valves is relatively stable, our valve distribution customers have also been under pressure to produce positive free cash flow. This has led them to decrease the amount of valves in their inventories, causing what we believe to be a short term decrease in orders from our valve distribution customers until their inventories reach targeted levels.
The U.S. government has imposed tariffs on imports of selected products, including those sourced from China. In response, China and other countries have imposed retaliatory tariffs on a wide range of U.S. products, including those containing steel and aluminum. These tariffs have caused our cost of raw materials to increase, primarily in our Coiled Tubing and Valve Solutions product lines. In response, we are taking actions to mitigate the impact, including through the diversification of our supply chain.
The table below shows average crude oil and natural gas prices for West Texas Intermediate crude oil (“WTI”), United Kingdom Brent crude oil (“Brent”), and Henry Hub natural gas:
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|
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|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
June 30,
|
|
March 31,
|
|
June 30,
|
|
|
2019
|
|
2019
|
|
2018
|
Average global oil, $/bbl
|
|
|
|
|
|
|
West Texas Intermediate
|
|
$
|
59.88
|
|
|
$
|
54.82
|
|
|
$
|
68.07
|
|
United Kingdom Brent
|
|
$
|
69.04
|
|
|
$
|
63.10
|
|
|
$
|
74.53
|
|
|
|
|
|
|
|
|
Average North American Natural Gas, $/Mcf
|
|
|
|
|
|
|
Henry Hub
|
|
$
|
2.57
|
|
|
$
|
2.92
|
|
|
$
|
2.85
|
|
The price of oil has increased over the first half of 2019 with the spot prices for WTI and Brent increasing from $45.15 and $50.57 per barrel, respectively, as of December 31, 2018 to $58.20 and $67.52 per barrel, respectively, as of
June 30, 2019
. Average WTI and Brent oil prices in the
second
quarter of
2019
increased
9%
compared to the
first
quarter of
2019
, but were
12%
and
7%
lower
, respectively, compared to the
second
quarter of
2018
. In addition, average natural gas prices in the
second
quarter of
2019
were
12%
lower
compared to the
first
quarter of
2019
and
10%
lower
compared to the
second
quarter of
2018
.
The table below shows the average number of active drilling rigs, based on the weekly Baker Hughes Incorporated rig count, operating by geographic area and drilling for different purposes.
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|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
June 30,
|
|
March 31,
|
|
June 30,
|
|
|
2019
|
|
2019
|
|
2018
|
Active Rigs by Location
|
|
|
|
|
|
|
United States
|
|
989
|
|
|
1,043
|
|
|
1,039
|
|
Canada
|
|
82
|
|
|
183
|
|
|
108
|
|
International
|
|
1,109
|
|
|
1,030
|
|
|
968
|
|
Global Active Rigs
|
|
2,180
|
|
|
2,256
|
|
|
2,115
|
|
|
|
|
|
|
|
|
Land vs. Offshore Rigs
|
|
|
|
|
|
|
Land
|
|
1,908
|
|
|
1,987
|
|
|
1,898
|
|
Offshore
|
|
272
|
|
|
269
|
|
|
217
|
|
Global Active Rigs
|
|
2,180
|
|
|
2,256
|
|
|
2,115
|
|
|
|
|
|
|
|
|
U.S. Commodity Target
|
|
|
|
|
|
|
Oil/Gas
|
|
805
|
|
|
848
|
|
|
842
|
|
Gas
|
|
184
|
|
|
195
|
|
|
195
|
|
Unclassified
|
|
—
|
|
|
—
|
|
|
2
|
|
Total U.S. Active Rigs
|
|
989
|
|
|
1,043
|
|
|
1,039
|
|
|
|
|
|
|
|
|
U.S. Well Path
|
|
|
|
|
|
|
Horizontal
|
|
868
|
|
|
919
|
|
|
914
|
|
Vertical
|
|
50
|
|
|
61
|
|
|
58
|
|
Directional
|
|
71
|
|
|
63
|
|
|
67
|
|
Total U.S. Active Rigs
|
|
989
|
|
|
1,043
|
|
|
1,039
|
|
A substantial portion of our revenue is impacted by the level of rig activity and the number of wells completed. The average U.S. rig count for the
second
quarter of
2019
was
5%
lower compared to the
first
quarter of
2019
and the
second
quarter of
2018
. Average activity levels for the remainder of 2019 are projected to remain below prior year levels.
The table below shows the amount of total orders by segment:
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|
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|
|
|
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|
(in millions of dollars)
|
Three months ended
|
|
Six Months Ended
|
|
June 30,
|
|
March 31,
|
|
June 30,
|
|
June 30,
|
|
June 30,
|
|
2019
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Drilling & Downhole
|
$
|
78.3
|
|
|
$
|
82.0
|
|
|
$
|
115.1
|
|
|
$
|
160.3
|
|
|
$
|
192.2
|
|
Completions
|
70.7
|
|
|
80.3
|
|
|
96.1
|
|
|
151.0
|
|
|
183.2
|
|
Production
|
75.6
|
|
|
79.9
|
|
|
98.8
|
|
|
155.5
|
|
|
195.6
|
|
Total Orders
|
$
|
224.6
|
|
|
$
|
242.2
|
|
|
$
|
310.0
|
|
|
$
|
466.8
|
|
|
$
|
571.0
|
|
Results of operations
Three months ended June 30, 2019
compared with
three months ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Change
|
|
2019
|
|
2018
|
|
$
|
|
%
|
(in thousands of dollars, except per share information)
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
Drilling & Downhole
|
$
|
82,352
|
|
|
$
|
86,476
|
|
|
$
|
(4,124
|
)
|
|
(4.8
|
)%
|
Completions
|
81,520
|
|
|
100,049
|
|
|
(18,529
|
)
|
|
(18.5
|
)%
|
Production
|
83,255
|
|
|
88,599
|
|
|
(5,344
|
)
|
|
(6.0
|
)%
|
Eliminations
|
(1,479
|
)
|
|
(1,121
|
)
|
|
(358
|
)
|
|
*
|
|
Total revenue
|
245,648
|
|
|
274,003
|
|
|
(28,355
|
)
|
|
(10.3
|
)%
|
Operating income (loss):
|
|
|
|
|
|
|
|
Drilling & Downhole
|
$
|
1,342
|
|
|
$
|
(7,520
|
)
|
|
$
|
8,862
|
|
|
117.8
|
%
|
Operating margin %
|
1.6
|
%
|
|
(8.7
|
)%
|
|
|
|
|
Completions
|
2,841
|
|
|
14,190
|
|
|
(11,349
|
)
|
|
(80.0
|
)%
|
Operating margin %
|
3.5
|
%
|
|
14.2
|
%
|
|
|
|
|
Production
|
3,589
|
|
|
3,704
|
|
|
(115
|
)
|
|
(3.1
|
)%
|
Operating margin %
|
4.3
|
%
|
|
4.2
|
%
|
|
|
|
|
Corporate
|
(6,895
|
)
|
|
(8,843
|
)
|
|
1,948
|
|
|
22.0
|
%
|
Total segment operating income
|
877
|
|
|
1,531
|
|
|
(654
|
)
|
|
(42.7
|
)%
|
Operating margin %
|
0.4
|
%
|
|
0.6
|
%
|
|
|
|
|
Transaction expenses
|
125
|
|
|
59
|
|
|
66
|
|
|
*
|
|
Intangible asset impairments
|
—
|
|
|
14,477
|
|
|
(14,477
|
)
|
|
*
|
|
Loss (gain) on disposal of assets and other
|
16
|
|
|
(1,303
|
)
|
|
1,319
|
|
|
*
|
|
Operating income (loss)
|
736
|
|
|
(11,702
|
)
|
|
12,438
|
|
|
106.3
|
%
|
Interest expense
|
8,223
|
|
|
7,861
|
|
|
362
|
|
|
4.6
|
%
|
Foreign exchange gains and other, net
|
(2,146
|
)
|
|
(5,860
|
)
|
|
3,714
|
|
|
*
|
|
Total other expense
|
6,077
|
|
|
2,001
|
|
|
4,076
|
|
|
203.7
|
%
|
Loss before income taxes
|
(5,341
|
)
|
|
(13,703
|
)
|
|
8,362
|
|
|
61.0
|
%
|
Income tax expense
|
8,393
|
|
|
1,646
|
|
|
6,747
|
|
|
409.9
|
%
|
Net loss
|
$
|
(13,734
|
)
|
|
$
|
(15,349
|
)
|
|
$
|
1,615
|
|
|
10.5
|
%
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
Basic
|
109,987
|
|
|
108,714
|
|
|
|
|
|
Diluted
|
109,987
|
|
|
108,714
|
|
|
|
|
|
Loss per share
|
|
|
|
|
|
|
|
Basic
|
$
|
(0.12
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
Diluted
|
$
|
(0.12
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
* not meaningful
|
|
|
|
|
|
|
|
We acquired two businesses in 2018. Therefore, our results of operations for the
second
quarter of
2019
may not be comparable to the results of operations for the
second
quarter of
2018
. Refer to Note
4
Acquisitions & Dispositions
for additional information.
Revenue
Our revenue for the
three months ended
June 30, 2019
was
$245.6 million
, a
decrease
of
$28.4 million
, or
10.3%
, compared to the
three months ended
June 30, 2018
. For the
three months ended
June 30, 2019
, our Drilling & Downhole, Completions, and Production segments comprised
33.5%
,
32.6%
, and
33.9%
of our total revenue, respectively, which compared to
31.6%
,
36.1%
, and
32.3%
of total revenue, respectively, for the
three months ended
June 30, 2018
. The changes in revenue by operating segment consisted of the following:
Drilling & Downhole segment
— Revenue was
$82.4 million
for the
three months ended
June 30, 2019
, a
decrease
of
$4.1 million
, or
4.8%
, compared to the
three months ended
June 30, 2018
. This change was driven by a
$9.1 million
decrease in revenue for our Drilling product line, primarily due to lower sales volumes for our consumable products. This decline was partially offset by a
$2.7 million
increase in revenue for our Subsea product line, primarily due to higher sales of non-oil and natural gas capital equipment and a
$2.2 million
increase in revenue for our Downhole product line due to continued sales volume growth for our artificial lift products, including the revenue contribution from ESPCT which was acquired in the third quarter of 2018.
Completions segment
— Revenue was
$81.5 million
for the
three months ended
June 30, 2019
, a
decrease
of
$18.5 million
, or
18.5%
, compared to the
three months ended
June 30, 2018
. This change includes a
$13.6 million
decrease in revenue for our Stimulation and Intervention product line attributable to lower capital spending by our pressure pumping service customers, partially offset by the revenue contribution from GHT, which was acquired in the fourth quarter of 2018. The remaining decline was driven by a
$4.9 million
decrease in sales volumes for our Coiled Tubing product line.
Production segment
— Revenue was
$83.3 million
for the
three months ended
June 30, 2019
, a
decrease
of
$5.3 million
, or
6.0%
, compared to the
three months ended
June 30, 2018
. This
decrease
was primarily driven by a
$3.1 million
decline in sales volumes of our valve products, particularly sales into the North America oil and natural gas market, and a
$2.3 million
decrease in sales for our Production Equipment product line as a result of lower sales volumes of our oil treatment equipment used in downstream applications.
Segment
operating income
and segment operating margin percentage
Segment
operating income
for the
three months ended
June 30, 2019
was
$0.9 million
, a decline of
$0.7 million
compared to the
three months ended
June 30, 2018
. For the
three months ended
June 30, 2019
, segment operating margin percentage was
0.4%
compared to
0.6%
for the
three months ended
June 30, 2018
. The segment operating margin percentage is calculated by dividing segment
operating income
by revenue for the period. The change in operating margin for each segment is explained as follows:
Drilling & Downhole segment
— The operating margin percentage for this segment was
1.6%
for the
three months ended
June 30, 2019
compared to
(8.7)%
for the
three months ended
June 30, 2018
. The improvement in operating margins is attributable to a more favorable sales mix and lower selling, general and administration expenses including a decrease in employee related costs as a result of cost reduction actions and a $2.2 million reduction in amortization expense following intangible asset impairments recognized in the fourth quarter of 2018.
Completions segment
— The operating margin percentage for this segment was
3.5%
for the
three months ended
June 30, 2019
compared to
14.2%
for the
three months ended
June 30, 2018
. The decline in operating margin percentage is due to decreased operating leverage on lower sales volumes of our well stimulation products. In addition, the
three months ended
June 30, 2019
includes incremental costs from steel tariffs in our Coiled Tubing product line and incremental selling, general and administrative expenses following the fourth quarter 2018 acquisition of GHT.
Production segment
— The operating margin percentage for this segment was
4.3%
for the
three months ended
June 30, 2019
which was consistent with the comparable
three months ended
June 30, 2018
. Segment operating margins have been negatively impacted by incremental cost from steel tariffs in our Valves product line, offset by a reduction in selling, general and administrative expenses, primarily lower employee related costs as a result of cost reduction actions.
Corporate
— Selling, general and administrative expenses for Corporate decreased by
$1.9 million
, or
22.0%
, to
$6.9 million
for the
three months ended
June 30, 2019
compared to
$8.8 million
for the
three months ended
June 30, 2018
. This decrease was primarily attributable to lower employee related costs and a decrease in professional fees. Corporate costs include, among other items, payroll related costs for management, administration, finance, legal, and human resources personnel; professional fees for legal, accounting and related services; and marketing costs.
Other items not included in segment operating income (loss)
Several items are not included in segment operating income (loss), but are included in total operating income (loss). These items include transaction expenses, intangible asset impairments, and gain on the disposal of assets and other. Transaction expenses relate to legal and other advisory costs incurred in acquiring businesses and are not considered to be part of segment operating income (loss). In the second quarter of 2018, we made the decision to exit specific products within the Subsea and Downhole product lines. As a result, we recognized
$14.5 million
of impairment losses on certain intangible assets (primarily customer relationships).
Other income and expense
Other income and expense includes interest expense and foreign exchange gains and other, net. We incurred
$8.2 million
of interest expense during the
three months ended
June 30, 2019
, an increase of
$0.4 million
from the
three months ended
June 30, 2018
.
The foreign exchange gains are primarily the result of movements in the British pound and the Euro relative to the U.S. dollar. These movements in exchange rates create foreign exchange gains or losses when applied to monetary assets or liabilities denominated in currencies other than the location’s functional currency, primarily U.S. dollar denominated cash, trade account receivables and net intercompany receivable balances for our entities using a functional currency other than the U.S. dollar.
Taxes
We recorded tax
expense
of
$8.4 million
for the
three months ended
June 30, 2019
, compared to a tax
expense
of
$1.6 million
for the
three months ended
June 30, 2018
. Tax
expense
for the
three months ended
June 30, 2019
includes an increase in our valuation allowance of
$5.9 million
to write down our deferred tax assets in the U.S. and Saudi Arabia. In addition, the estimated annual effective tax rate for the
three months ended
June 30, 2019
is different than the comparable period in 2018 primarily due to losses in jurisdictions where the recording of a tax benefit is not available. Furthermore, the tax expense or benefit recorded can vary from period to period depending on the Company’s relative mix of U.S. and non-U.S. earnings and losses by jurisdiction.
Six months ended June 30, 2019
compared with
six months ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
Favorable / (Unfavorable)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
(in thousands of dollars, except per share information)
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
Drilling & Downhole
|
$
|
168,292
|
|
|
$
|
163,340
|
|
|
$
|
4,952
|
|
|
3.0
|
%
|
Completions
|
176,179
|
|
|
188,103
|
|
|
(11,924
|
)
|
|
(6.3
|
)%
|
Production
|
175,250
|
|
|
175,020
|
|
|
230
|
|
|
0.1
|
%
|
Eliminations
|
(2,231
|
)
|
|
(2,229
|
)
|
|
(2
|
)
|
|
*
|
|
Total revenue
|
517,490
|
|
|
524,234
|
|
|
(6,744
|
)
|
|
(1.3
|
)%
|
Operating income (loss):
|
|
|
|
|
|
|
|
Drilling & Downhole
|
(1,157
|
)
|
|
(17,830
|
)
|
|
16,673
|
|
|
93.5
|
%
|
Operating margin %
|
(0.7
|
)%
|
|
(10.9
|
)%
|
|
|
|
|
Completions
|
9,692
|
|
|
23,151
|
|
|
(13,459
|
)
|
|
(58.1
|
)%
|
Operating margin %
|
5.5
|
%
|
|
12.3
|
%
|
|
|
|
|
Production
|
7,924
|
|
|
7,866
|
|
|
58
|
|
|
0.7
|
%
|
Operating margin %
|
4.5
|
%
|
|
4.5
|
%
|
|
|
|
|
Corporate
|
(15,301
|
)
|
|
(17,423
|
)
|
|
2,122
|
|
|
12.2
|
%
|
Total segment operating income (loss)
|
1,158
|
|
|
(4,236
|
)
|
|
5,394
|
|
|
127.3
|
%
|
Operating margin %
|
0.2
|
%
|
|
(0.8
|
)%
|
|
|
|
|
Transaction expenses
|
718
|
|
|
1,395
|
|
|
677
|
|
|
48.5
|
%
|
Intangible asset impairments
|
—
|
|
|
14,477
|
|
|
14,477
|
|
|
*
|
|
Contingent consideration benefit
|
(4,629
|
)
|
|
—
|
|
|
4,629
|
|
|
*
|
|
Loss (gain) on disposal of assets and other
|
36
|
|
|
(1,700
|
)
|
|
(1,736
|
)
|
|
*
|
|
Operating income (loss)
|
5,033
|
|
|
(18,408
|
)
|
|
23,441
|
|
|
127.3
|
%
|
Interest expense
|
16,404
|
|
|
15,948
|
|
|
(456
|
)
|
|
(2.9
|
)%
|
Foreign exchange losses (gains) and other, net
|
131
|
|
|
(2,309
|
)
|
|
(2,440
|
)
|
|
(105.7
|
)%
|
Gain on contribution of subsea rentals business
|
—
|
|
|
(33,506
|
)
|
|
(33,506
|
)
|
|
*
|
|
Total other (income) expense, net
|
16,535
|
|
|
(19,867
|
)
|
|
(36,402
|
)
|
|
*
|
|
Income (loss) before income taxes
|
(11,502
|
)
|
|
1,459
|
|
|
(12,961
|
)
|
|
(888.3
|
)%
|
Income tax expense (benefit)
|
10,120
|
|
|
(11,258
|
)
|
|
(21,378
|
)
|
|
(189.9
|
)%
|
Net income (loss)
|
$
|
(21,622
|
)
|
|
$
|
12,717
|
|
|
$
|
(34,339
|
)
|
|
(270.0
|
)%
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
Basic
|
109,816
|
|
|
108,569
|
|
|
|
|
|
Diluted
|
109,816
|
|
|
110,821
|
|
|
|
|
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
Basic
|
$
|
(0.20
|
)
|
|
$
|
0.12
|
|
|
|
|
|
Diluted
|
$
|
(0.20
|
)
|
|
$
|
0.11
|
|
|
|
|
|
* not meaningful
|
|
|
|
|
|
|
|
We acquired two businesses in 2018. Therefore, our results of operations for the
six months ended
June 30, 2019
may not be comparable to historical results of operations for the
six months ended
June 30, 2018
. Refer to Note
4
Acquisitions & Dispositions
for additional information.
Revenue
Our revenue for the
six months ended
June 30, 2019
was
$517.5 million
, a
decrease
of
$6.7 million
, or
1.3%
, compared to the
six months ended
June 30, 2018
. For the
six months ended
June 30, 2019
, our Drilling & Downhole, Completions, and Production segments comprised
32.5%
,
33.6%
, and
33.9%
of our total revenue, respectively, which compared to
31.2%
,
35.4%
, and
33.4%
of total revenue, respectively, for the
six months ended
June 30, 2018
. The changes in revenue by operating segment consisted of the following:
Drilling & Downhole segment
— Revenue was
$168.3 million
for the
six months ended
June 30, 2019
, an
increase
of
$5.0 million
, or
3.0%
, compared to the
six months ended
June 30, 2018
. This change includes an
$8.1 million
increase in revenue for our Downhole product line due to continued sales volume growth for our artificial lift products, including the revenue contribution from ESPCT which was acquired in the third quarter of 2018. Revenue for our Subsea product line increased by
$6.8 million
primarily due to higher sales of ROVs and other subsea capital equipment in the
six months ended
June 30, 2019
. These increases were partially offset by a
$9.9 million
decrease in revenues for our Drilling product line primarily due to lower sales volumes for our consumable products.
Completions segment
— Revenue was
$176.2 million
for the
six months ended
June 30, 2019
, a
decrease
of
$11.9 million
, or
6.3%
, compared to the
six months ended
June 30, 2018
. This decline was driven by a
$13.4 million
decrease in revenue for our Stimulation and Intervention product line attributable to lower capital spending by our pressure pumping service customers partially offset by the revenue contribution from GHT, which was acquired in the fourth quarter of 2018, and a
$1.5 million
increase in revenue for our Coiled Tubing product line due to higher sales into international markets.
Production segment
— Revenue was
$175.3 million
for the
six months ended
June 30, 2019
, an
increase
of
$0.2 million
, or
0.1%
, compared to the
six months ended
June 30, 2018
.
The increase was primarily driven by a
$2.9 million
increase in sales for our Production Equipment product line as a result of higher sales volumes of surface production equipment to oil and natural gas operators. This increase was partially offset by a
$2.6 million
decline in sales volumes of valve products, particularly sales into the North America oil and natural gas market.
Segment
operating income (loss)
and segment operating margin percentage
Segment operating income for the
six months ended
June 30, 2019
was
$1.2 million
, an improvement of
$5.4 million
compared to the
six months ended
June 30, 2018
. For the
six months ended
June 30, 2019
, segment operating margin percentage was
0.2%
compared to
(0.8)%
for the
six months ended
June 30, 2018
. The segment operating margin percentage is calculated by dividing segment
operating income (loss)
by revenue for the period. The change in operating margin percentage for each segment is explained as follows:
Drilling & Downhole segment
— The operating margin percentage for this segment was
(0.7)%
for the
six months ended
June 30, 2019
compared to
(10.9)%
for the
six months ended
June 30, 2018
. The improvement in operating margins is attributable to increased operating leverage and a more favorable sales mix on the higher sales volumes described above. In addition, segment operating margins increased due to lower selling, general and administration expenses as a result of a $4.4 million reduction in amortization expense following intangible asset impairments recognized in the fourth quarter of 2018 and lower employee related costs as a result of cost reduction actions.
Completions segment
— The operating margin percentage for this segment was
5.5%
for the
six months ended
June 30, 2019
compared to
12.3%
for the
six months ended
June 30, 2018
. The decline in operating margin percentage is due to decreased operating leverage on lower sales volumes of our well stimulation products. In addition, the
six months ended
June 30, 2019
includes incremental costs from steel tariffs in our Coiled Tubing product line and incremental selling, general and administrative expenses following the fourth quarter 2018 acquisition of GHT.
Production segment
— The operating margin percentage for this segment was
4.5%
for the
six months ended
June 30, 2019
which was consistent with the comparable
six months ended
June 30, 2018
. Segment operating margins have been negatively impacted by incremental cost from steel tariffs in our Valves product line, offset by a reduction in selling, general and administrative expenses, primarily lower employee related costs as a result of cost reduction actions.
Corporate
— Selling, general and administrative expenses for Corporate were
$15.3 million
for the
six months ended
June 30, 2019
, a decrease of
$2.1 million
, or
12.2%
, compared to the
six months ended
June 30, 2018
. This decrease was primarily attributable to lower employee related costs and a decrease in professional fees, partially offset by an increase in employee severance costs. Corporate costs include, among other items, payroll related costs for management, administration, finance, legal, and human resources personnel; professional fees for legal, accounting and related services; and marketing costs.
Other items not included in segment
operating income (loss)
Several items are not included in segment
operating income (loss)
, but are included in total
operating income (loss)
. These items include transaction expenses, intangible asset impairments, contingent consideration benefit and gains on the disposal of assets and other. Transaction expenses relate to legal and other advisory costs incurred in acquiring businesses and are not considered to be part of segment
operating income (loss)
. These costs were
$0.7 million
for the
six months ended
June 30, 2019
and
$1.4 million
for the
six months ended
June 30, 2018
.
In the second quarter of 2018, we made the decision to exit specific products within the Subsea and Downhole product lines. As a result, we recognized
$14.5 million
of impairment losses on certain intangible assets (primarily customer relationships).
The contingent consideration benefit relates to a gain of
$4.6 million
recognized in the first quarter of 2019 due to reducing the estimated fair value of the contingent cash liability associated with the acquisition of GHT. Refer to Note
4
Acquisitions & Dispositions
for additional information.
Other
income and expense
Other
income and expense
includes interest expense, foreign exchange losses (gains) and a gain recognized on the contribution of our subsea rentals business. We incurred
$16.4 million
of interest expense during the
six months ended
June 30, 2019
,
an increase
of
$0.5 million
from the
six months ended
June 30, 2018
primarily due to an increase in average outstanding borrowings under our revolving line of credit.
The foreign exchange losses (gains) are primarily the result of movements in the British pound and the Euro relative to the U.S. dollar. These movements in exchange rates create foreign exchange gains or losses when applied to monetary assets or liabilities denominated in currencies other than the location’s functional currency, primarily U.S. dollar denominated cash, trade account receivables and net intercompany receivable balances for our entities using a functional currency other than the U.S. dollar.
In the first quarter of 2018, we recognized a gain of
$33.5 million
as a result of the deconsolidation of our Forum Subsea Rentals business. Refer to Note
4
Acquisitions & Dispositions
for additional information.
Taxes
We recorded a tax
expense
of
$10.1 million
for the
six months ended June 30, 2019
, compared to a tax
benefit
of
$11.3 million
for the
six months ended June 30, 2018
. Tax
expense
for the
three months ended
June 30, 2019
includes an increase in our valuation allowance of
$5.9 million
to write down our deferred tax assets in the U.S. and Saudi Arabia. The tax
benefit
for the
six months ended June 30, 2018
included a
$15.9 million
tax benefit related to an adjustment of the provisional tax impact of U.S. tax reform. See Note
9
Income Taxes
for additional information on the impact of U.S. Tax Reform. In addition, the estimated annual effective tax rate for
2019
is significantly different than the comparable period in
2018
primarily due to losses in jurisdictions where the recording of a tax benefit is not available. Furthermore, the tax benefit or expense recorded can vary from period to period depending on the Company’s relative mix of U.S. and non-U.S. earnings and losses by jurisdiction.
Liquidity and capital resources
Sources and uses of liquidity
Our internal sources of liquidity are cash on hand and cash flows from operations, while our primary external sources include trade credit and our Credit Facility and Senior Notes described below. Our primary uses of capital have been for inventories, sales on credit to our customers and ongoing maintenance and growth capital expenditures. We continually monitor potential capital sources, including equity and debt financing, to meet our investment and target liquidity requirements. Our future success and growth will be highly dependent on our ability to continue generating positive operating cash flow and access outside sources of capital. Based on existing market conditions and our expected liquidity needs, among other factors, we may use a portion of our cash flows from operations, proceeds from divestitures, securities offerings or borrowings to reduce debt prior to scheduled maturities or to repay bank borrowings.
At
June 30, 2019
, we had cash and cash equivalents of
$37.4 million
, availability under our Credit Facility of
$205.1 million
and total debt of
$479.2 million
. Our
2019
capital expenditures consist of, among other items, investments in certain manufacturing facilities, replacing end of life machinery and equipment, and continuing the implementation of our enterprise resource planning solution globally. We believe that cash on hand, cash generated from operations and availability under our Credit Facility will be sufficient to fund operations, working capital needs, and capital expenditure requirements for the foreseeable future.
In 2018, we expanded and diversified our product portfolio with the acquisition of two businesses for total consideration of
$65.3 million
. We did not have any acquisitions in the first half of 2019. For additional information, see Note
4
Acquisitions & Dispositions
. We may pursue acquisitions in the future, which may be funded with cash and/or equity. Our ability to make significant additional acquisitions for cash may require us to pursue additional equity or debt financing, which we may not be able to obtain on terms acceptable to us or at all.
Our cash flows for the
six months ended
June 30, 2019
and
2018
are presented below (in millions):
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
2019
|
|
2018
|
Net cash provided by (used in) operating activities
|
$
|
40.8
|
|
|
$
|
(25.7
|
)
|
Net cash used in investing activities
|
(8.8
|
)
|
|
(5.3
|
)
|
Net cash used in financing activities
|
(42.1
|
)
|
|
(43.9
|
)
|
Effect of exchange rate changes on cash
|
0.2
|
|
|
(1.2
|
)
|
Net decrease in cash, cash equivalents and restricte
d cash
|
$
|
(9.9
|
)
|
|
$
|
(76.1
|
)
|
Net cash provided by (used in) operating activities
Net cash
provided by
operating activities was
$40.8 million
for the
six months ended
June 30, 2019
compared to
$25.7 million
of cash
used in
operating activities for the
six months ended
June 30, 2018
. This improvement is primarily attributable to changes in working capital which provided cash of
$13.7 million
for the
six months ended
June 30, 2019
compared to a
$55.2 million
use of cash for the same period in
2018
.
Net cash used in investing activities
Net cash
used in
investing activities was
$8.8 million
for the
six months ended
June 30, 2019
compared to
$5.3 million
used in
investing activities for the same period in
2018
. Net cash
used in
investing activities for the
six months ended
June 30, 2019
includes
$9.3 million
of capital expenditures for property and equipment. In comparison, net cash
used in
investing activities for the
six months ended
June 30, 2018
included
$14.1 million
of capital expenditures for property and equipment offset by
$8.8 million
of proceeds from the sale of business, property and equipment.
Net cash used in financing activities
Net cash
used in
financing activities was
$42.1 million
and
$43.9 million
for the
six months ended
June 30, 2019
and
2018
, respectively. Net cash used in financing activities includes approximately
$41.1 million
of net repayments of debt for the
six months ended
June 30, 2019
compared to
$41.7 million
for the same period in
2018
.
Senior Notes Due 2021
Our Senior Notes have
$400.0 million
principal amount outstanding which bear interest at a rate of
6.25%
per annum, payable on April 1 and October 1 of each year, and mature on October 1, 2021. The Senior Notes are senior unsecured obligations guaranteed on a senior unsecured basis by our subsidiaries that guarantee the Credit Facility and rank junior to, among other indebtedness, the Credit Facility to the extent of the value of the collateral securing the Credit Facility.
Credit Facility
On October 30, 2017, we amended and restated our Credit Facility to, among other things, increase revolving credit commitments from
$140.0 million
to
$300.0 million
, including up to
$30.0 million
available to certain Canadian subsidiaries of the Company for loans in United States or Canadian dollars,
$25.0 million
available for letters of credit issued for the account of the Company and certain of its domestic subsidiaries and
$3.0 million
available for letters of credit issued for the account of Canadian subsidiaries of the Company. Availability under the Credit Facility is subject to a borrowing base calculated by reference to eligible accounts receivable in the United States, Canada and certain other jurisdictions (subject to a cap) and eligible inventory in the United States and Canada. Our borrowing capacity under the Credit Facility could be reduced or eliminated, depending on future fluctuations in our receivables and inventory. The Credit Facility matures in July 2021, but if our outstanding Notes due October 2021 are refinanced or replaced with indebtedness maturing in or after February 2023, the final maturity of the Credit Facility will automatically extend to October 2022.
If excess availability under the Credit Facility falls below the greater of
10.0%
of the borrowing base and
$20.0 million
, we will be required to maintain a fixed charge coverage ratio of at least
1.00
:
1.00
as of the end of each fiscal quarter until excess availability under the Credit Facility exceeds such thresholds for at least 60 consecutive days.
Off-balance sheet arrangements
As of
June 30, 2019
, we had no off-balance sheet instruments or financial arrangements, other than letters of credit entered into in the ordinary course of business. Operating leases were excluded from our balance sheet as of December 31, 2018, but are included in the balance sheet as of
June 30, 2019
following the January 1, 2019 adoption of ASC 842. For additional information, refer to Note
2
Recent Accounting Pronouncements
and Note
8
Leases
.
Contractual obligations
Except for net repayments under the Credit Facility, as of
June 30, 2019
, there have been no material changes in our contractual obligations and commitments disclosed in our
2018
Annual Report on Form 10-K.
Critical accounting policies and estimates
There have been no material changes in our critical accounting policies and procedures during the
six months ended June 30, 2019
. For a detailed discussion of our critical accounting policies and estimates, refer to our
2018
Annual Report on Form 10-K. For recent accounting pronouncements, refer to Note
2
Recent Accounting Pronouncements
.