Business Context and Reporting Period
This Form 8-K is a current report filed by Oil States International, Inc. on June 7, 2005. The filing addresses a Regulation FD disclosure regarding an article published in the Edmonton Journal concerning PTI Group Inc., a wholly owned subsidiary. The report clarifies unauthorized and inaccurate forward-looking statements attributed to a company officer regarding PTI's financial projections and market data.
Key Financial Metrics and Operational Data
- PTI 2005 Revenue Expectation: Approximately C$296 million (approximately US$237 million).
- PTI Seasonal Peak Payroll: Approximately 2,400 employees.
- Acquisition Consideration: The recent acquisition of Noble Structures Inc. involved consideration of less than US$10 million.
- Materiality: The Noble Structures acquisition is not considered material to the Company.
The filing does not provide consolidated revenue, profit, cash flow, margin, debt, or liquidity figures for Oil States International, Inc. for the reporting period.
Material Changes and Corrections
The Company explicitly corrected several figures previously reported in the media article:
- Revenue Correction: The article projected PTI revenues of C$350 million for 2005; the Company corrected this to approximately C$296 million.
- Payroll Correction: The article indicated a seasonal peak payroll of 3,000 employees; the Company corrected this to approximately 2,400 employees following the Noble Structures acquisition.
- Future Projections: The article projected PTI revenues of C$800 million by 2010 and cited an installed base of 12,000 housing units with a requirement for 50,000 rooms over five years. The Company stated it does not provide 2010 revenue projections and lacks adequate information to validate the industry-wide housing unit data.
Guidance, Outlook, and Risks
Guidance Policy: The Company does not historically provide annual revenue projections on a segment or subsidiary basis and does not intend to do so in the future. This filing is strictly to correct unauthorized statements and does not represent a change in guidance practices.
Outlook: The Company does not undertake to update forward-looking statements made in this filing.
Risks: Forward-looking statements are subject to risks and uncertainties, including those associated with the general nature of the oilfield service industry. Investors are directed to the "Business" section of the Company's Form 10-K for the year ended December 31, 2004, for a detailed discussion of these risks.
Investor Verification Checklist
- Verify that PTI's 2005 revenue expectation is C$296 million (US$237 million), not C$350 million.
- Confirm that the Company does not provide 2010 revenue projections or industry-wide housing unit market data.
- Note that the Noble Structures Inc. acquisition is immaterial (consideration < US$10 million).
- Review the Form 10-K filed on March 2, 2005, for comprehensive risk factors regarding the oilfield service industry.