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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2017
o 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to

Commission file number: 001-34090

teso1q2015a01a03.jpg
Tesco Corporation
(Exact name of registrant as specified in its charter)

Alberta
76-0419312
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
11330 Clay Road
Suite 350
Houston, Texas
77041
(Address of Principal Executive Offices)
(Zip Code)
713-359-7000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes   x   No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "accelerated filer," "large accelerated filer" and "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer   o
Accelerated Filer   x
Emerging Growth Company ¨
Non-Accelerated Filer   o

Smaller Reporting Company   ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ¨     No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
Number of common shares outstanding as of April 30, 201746,721,520



TABLE OF CONTENTS
 
 
 
 
 
 
Page
PART I—FINANCIAL INFORMATION
 
 
 
Item 1.
Item 2.
Item 3.
Item 4.
 
PART II—OTHER INFORMATION
 
 
 
Item 1.
Item 1A.
Item 6.
 
In this Report, the terms "Tesco Corporation", "TESCO", "we", "us", "our", "ours", or "the Company" refers to Tesco Corporation and all of our subsidiaries.



Caution Regarding Forward-Looking Information
 
This report for the quarter ended March 31, 2017 ("Quarterly Report on Form 10-Q") contains forward-looking statements within the meaning of Canadian and United States securities laws, including within the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. From time to time, our public filings, press releases and other communications by our officers and representatives (such as conference calls and presentations) will contain forward-looking statements. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "believe", "expect", "plan", "intend", "forecast", "target", "project", "may", "will", "should", "could", "estimate", "predict", or similar words suggesting future outcomes or language suggesting an outlook. Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements with respect to expectations of our prospects, future revenue, earnings, activities and technical results.
 
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events, trends, the economy and other future conditions. The forward-looking statements in this Quarterly Report on Form 10-Q are made as of the date they were issued. We do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
 
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that outcomes implied by forward-looking statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking statements.
 
These risks and uncertainties include, but are not limited to, the impact of: levels and volatility of oil and gas prices; cyclical nature of the energy industry and credit risks of our customers; fluctuations of our revenue and earnings; operating hazards inherent in our operations; changes in governmental regulations, including those related to the climate and hydraulic fracturing; consolidation or loss of our customers; the highly competitive nature of our business; technological advancements and trends in our industry, and improvements in our competitors’ products; global economic and political environment, and financial markets; terrorist attacks, natural disasters and pandemic diseases; our presence in international markets, including political or economic instability, currency restrictions and trade and economic sanctions; cybersecurity incidents; protecting and enforcing our intellectual property rights; changes in, or our failure to comply with, environmental regulations; failure of our manufactured products and claims under our product warranties; availability of raw materials, component parts and finished products to produce our products, and our ability to deliver the products we manufacture in a timely manner; retention and recruitment of a skilled workforce and key employees; and ability to identify and complete acquisitions. These risks and uncertainties may cause our actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. When relying on our forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.
 
Copies of our Canadian public filings are available through SEDAR at www.sedar.com. Our U.S. public filings are available through www.tescocorp.com and on EDGAR at www.sec.gov.
 
Please see Part I, Item 1A—"Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2016 ("2016 Annual Report on Form 10-K") and Part II, Item 1A—"Risk Factors" of this Quarterly Report on Form 10-Q for further discussion regarding our exposure to risks. Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor to assess the impact such risk factors might have on our business or the extent to which any factor or combination of risk factors may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.




Table of Contents

PART I—FINANCIAL INFORMATION

Item 1.     Financial Statements.

 TESCO CORPORATION
Condensed Consolidated Balance Sheets
(in thousands)
 
 
March 31,
2017
 
December 31,
2016
Assets
(unaudited)
 
 
Current assets
 
 
 
Cash and cash equivalents
$
83,143

 
$
91,489

Accounts receivable trade, net of allowance for doubtful accounts of $8,923 and $9,134 as of March 31, 2017 and December 31, 2016, respectively
39,694

 
33,320

Inventories, net
73,592

 
76,226

Income taxes recoverable
5,060

 
4,906

Prepaid and other current assets
12,575

 
15,034

Total current assets
214,064

 
220,975

Property, plant and equipment, net
115,429

 
120,743

Intangible and other assets, net
2,415

 
2,561

Total assets
$
331,908

 
$
344,279

Liabilities and Shareholders’ Equity
 

 
 

Current liabilities
 

 
 

Accounts payable
$
12,923

 
$
13,492

Deferred revenue
3,657

 
4,369

Income taxes payable
3,091

 
2,120

Accrued payroll and benefits
6,768

 
6,293

Accrued taxes other than income taxes
3,443

 
4,301

Other current liabilities
3,015

 
2,135

Total current liabilities
32,897

 
32,710

Deferred income taxes
371

 
406

Other liabilities
1,504

 
1,580

Total liabilities
34,772

 
34,696

Commitments and contingencies


 


Shareholders’ equity
 

 
 

Common shares; no par value; unlimited shares authorized; 46,722 and 46,688 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively
266,187

 
264,940

Retained earnings (deficit)
(4,552
)
 
9,142

Accumulated other comprehensive income
35,501

 
35,501

Total shareholders’ equity
297,136

 
309,583

Total liabilities and shareholders’ equity
$
331,908

 
$
344,279

 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

Table of Contents

TESCO CORPORATION
Condensed Consolidated Statements of Income (Unaudited)
(in thousands, except per share information)
 
 
Three Months Ended March 31,
 
2017
 
2016
Revenue
 
 
 
Products
$
15,180

 
$
10,105

Services
21,565

 
25,348

 Total revenue
36,745

 
35,453

Operating expenses
 
 
 
Cost of sales and services
 
 
 
Products
15,202

 
13,841

Services
27,283

 
33,018

 
42,485

 
46,859

Selling, general and administrative
6,336

 
6,264

Long-lived asset impairments

 
35,514

Research and engineering
809

 
1,573

Total operating expenses
49,630

 
90,210

Operating loss
(12,885
)
 
(54,757
)
Other expense (income)
 
 
 
Interest expense
78

 
463

Interest income
(44
)
 
(82
)
Foreign exchange loss (gain)
(148
)
 
1,168

Other expense (income)
(123
)
 
10

Total other expense (income)
(237
)
 
1,559

Loss before income taxes
(12,648
)
 
(56,316
)
Income tax provision
1,046

 
523

Net loss
$
(13,694
)
 
$
(56,839
)
Loss per share:
 
 
 
Basic
$
(0.29
)
 
$
(1.45
)
Diluted
$
(0.29
)
 
$
(1.45
)
Weighted average number of shares:
 
 
 
Basic
46,705

 
39,261

Diluted
46,705

 
39,261



The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


2

Table of Contents

TESCO CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
 
Three Months Ended
March 31,
 
2017
 
2016
Operating Activities
 
 
 
Net loss
$
(13,694
)
 
$
(56,839
)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
6,001

 
7,959

Stock compensation expense
1,247

 
1,142

Bad debt expense (recovery)
(120
)
 
463

Deferred income taxes
(35
)
 

Amortization of financial items

 
248

Gain on sale of operating assets
(710
)
 
(298
)
Long-lived asset impairments

 
35,514

Changes in the fair value of contingent earn-out obligations

 
(74
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable trade, net
(6,042
)
 
15,325

Inventories, net
2,634

 
2,150

Prepaid and other current assets
1,660

 
2,267

Accounts payable and accrued liabilities
(893
)
 
(5,864
)
Income taxes payable
784

 
155

Other non-current assets and liabilities, net
335

 
(32
)
Net cash provided by (used in) operating activities
(8,833
)
 
2,116

Investing Activities
 
 
 
Additions to property, plant and equipment
(725
)
 
(838
)
Proceeds on sale of operating assets
413

 
1,057

Other, net

 
50

Net cash provided by (used in) investing activities
(312
)
 
269

Financing Activities
 
 
 
Changes in restricted cash
799

 

Net cash provided by financing activities
799

 

Change in cash and cash equivalents
(8,346
)
 
2,385

Cash and cash equivalents, beginning of period
91,489

 
51,507

Cash and cash equivalents, end of period
$
83,143

 
$
53,892

Supplemental cash flow information
 
 
 
Cash payments for interest
$

 
$
118

Cash payments for income taxes, net of refunds
182

 
485

Property, plant and equipment accrued in accounts payable
1,289

 
611


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

Table of Contents


TESCO CORPORATION
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
(in thousands)


 
Common stock shares
 
Common shares
 
Retained earnings (deficit)
 
Accumulated other comprehensive income
 
Total
For the three months ended March 31, 2017
 
 
 
 
 
 
 
 
 
Balances at December 31, 2016
46,688

 
$
264,940

 
$
9,142

 
$
35,501

 
$
309,583

Net loss

 

 
(13,694
)
 

 
(13,694
)
Stock compensation related activity
34

 
1,247

 

 

 
1,247

Balances at March 31, 2017
46,722

 
$
266,187

 
$
(4,552
)
 
$
35,501

 
$
297,136

 
 
 
 
 
 
 
 
 
 
For the three months ended March 31, 2016
 
 
 
 
 
 
 
 
 
Balances at December 31, 2015
39,218

 
$
212,383

 
$
127,070

 
$
35,501

 
$
374,954

Net loss

 

 
(56,839
)
 

 
(56,839
)
Stock compensation related activity
54

 
1,142

 

 

 
1,142

Balances at March 31, 2016
39,272

 
$
213,525

 
$
70,231

 
$
35,501

 
$
319,257

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


4

Table of Contents

TESCO CORPORATION
 
Notes to Unaudited Condensed Consolidated Financial Statements

Note 1Nature of Operations and Basis of Preparation
 
Nature of operations

Tesco Corporation is a global leader in the design, assembly, and service delivery of technology-based solutions for the upstream energy industry. The Company seeks to improve the way wells are drilled by delivering safer and more efficient solutions that add value by reducing the costs of drilling for, and producing, oil and natural gas. Product and service offerings consist mainly of equipment sales and services to major oil and natural gas service companies and exploration and production ("E&P") operating companies throughout the world.

Basis of presentation
 
In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary for a fair presentation of operating results for the interim periods presented. Adjustments consist of normal and recurring accruals. The consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all disclosures required for annual financial statements presented in conformity with U.S. generally accepted accounting principles ("U.S. GAAP"). For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. All references to $ are to U.S. dollars.

Note 2Summary of Significant Accounting Policies

Significant Accounting Policies

There have been no material changes to our accounting policies as described in the notes to our audited consolidated financial statements included in our 2016 Annual Report on Form 10-K.

Recent Accounting Pronouncements

In May 2014 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), which clarifies the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The update will be effective January 1, 2018. Early adoption is permitted on January 1, 2017. We will adopt the standard as of January 1, 2018. The standard provides for adoption retrospectively for each period presented (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial adoption (modified retrospective). We plan to apply the modified retrospective approach. 

We have the necessary resources dedicated to carry out the evaluation and adoption of the new standard and are currently reviewing the Company’s existing contracts under the principles of the new standard and identifying the modifications needed to our current revenue recognition accounting policy, business processes and system requirements. We anticipate the adoption of the new standard may require us to make significant changes to our business processes, and we are currently evaluating the overall impact this guidance will have on the consolidated financial statements and related disclosures of the Company.

In February 2016, FASB issued ASU 2016-02, Leases (Topic 842), which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. It will require recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The update will be effective January 1, 2019. Although early adoption is permitted, we will adopt the standard effective January 1, 2019.

Lessees and lessors are required to adopt Topic 842 using a modified retrospective approach for all leases existing at or commencing after the date of initial application with an option to use certain practical expedients. We have the necessary resources dedicated to the evaluation and adoption of the new standard, and we are currently assessing the impact the standard may have on business processes, systems, and consolidated financial statements and related disclosures of the Company.


5


Note 3Inventories

At March 31, 2017 and December 31, 2016, inventories, net of reserves for excess and obsolete inventories of $8.8 million and $9.1 million, respectively, by major classification were as follows (in thousands).
 
March 31,
2017
 
December 31,
2016
Raw materials and component parts
$
65,596

 
$
66,731

Work in progress
2,452

 
3,420

Finished goods
5,544

 
6,075

 
$
73,592

 
$
76,226



Note 4Prepaid and other current assets

At March 31, 2017 and December 31, 2016, prepaid and other current assets consisted of the following (in thousands):
 
March 31,
2017
 
December 31,
2016
Prepaid taxes other than income
$
2,127

 
$
2,036

Prepaid insurance
934

 
1,180

Other prepaid expenses
2,710

 
3,118

Deposits
2,420

 
3,063

Restricted cash
2,694

 
3,493

Non-trade receivables
139

 
325

Deferred job costs
1,551

 
1,819

 
$
12,575

 
$
15,034


 
Note 5Property, Plant and Equipment

At March 31, 2017 and December 31, 2016, property, plant and equipment by major classification were as follows (in thousands):
 
March 31,
2017
 
December 31,
2016
Land, buildings and leaseholds
$
27,920

 
$
27,499

Drilling equipment
264,827

 
264,388

Manufacturing equipment
13,270

 
13,188

Office equipment and other
28,514

 
28,452

Capital work in progress
1,239

 
3,887

 
335,770

 
337,414

Less: Accumulated depreciation
(220,341
)
 
(216,671
)
 
$
115,429

 
$
120,743



Depreciation and amortization expense for the three months ended March 31, 2017 and 2016 are included on our unaudited condensed consolidated statements of income as follows (in thousands): 
 
Three Months Ended March 31,
 
2017
 
2016
Cost of sales and services
$
5,891

 
$
7,666

Selling, general and administrative expense 
110

 
293

 
$
6,001

 
$
7,959




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Sale of Operating Assets

When pipe handling products that we manufacture are used in our rental fleet and subsequently sold, the sales proceeds are included in revenue and the net book value of the equipment sold is included in cost of sales and services within product sales of our Products segment. When CDSTM products that we manufacture are used in our rental fleet and subsequently sold, the sales proceeds are included in revenue and the net book value of the equipment sold is included in cost of sales and services within CDS, parts and accessories of our Tubular Services segment. During the three months ended March 31, 2017 and 2016, one and three used top drives were sold from our rental fleet.

Note 6Warranties

Changes in our warranty reserves during the three months ended March 31, 2017 were as follows (in thousands):
 
March 31, 2017
Balance as of December 31, 2016
$
474

Provisions
53

Expirations
(55
)
Claims
(45
)
Balance as of March 31, 2017
$
427



Note 7Earnings per Share and Shareholders' Equity

Weighted Average Shares

The following table reconciles basic and diluted weighted average shares (in thousands):
 
Three Months Ended
March 31,
 
2017
 
2016
Basic weighted average number of shares outstanding 
46,705

 
39,261

Dilutive effect of stock-based compensation

 

Diluted weighted average number of shares outstanding
46,705

 
39,261

Anti-dilutive options excluded from calculation due to exercise prices

 



There were approximately 458,000 and 116,000 shares excluded from the calculation of the diluted weighted average number of shares outstanding as the Company was in a net loss position for the three months ended March 31, 2017 and March 31, 2016. The inclusion of the shares would be anti-dilutive.

Note 8Income Taxes
 
We are an Alberta, Canada corporation. We conduct business and are taxed on profits earned in certain jurisdictions around the world. Income taxes have been provided for based on the laws and rates in effect in the countries in which operations are conducted or in which we are considered a resident for income tax purposes.

Our income tax provision for the three months ended March 31, 2017 and 2016 was as follows (in thousands):
 
Three Months Ended March 31,
 
2017
 
2016
Current tax provision
$
1,081

 
$
523

Deferred tax provision
(35
)
 

Income tax provision
$
1,046

 
$
523


 

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Our effective tax rate, which is income tax expense as a percentage of pretax earnings, was an 8% expense for the three months ended March 31, 2017 compared to a 1% expense for the same period in 2016. The current income tax expense for the three months ended March 31, 2017 was primarily due to certain tax jurisdictions where we remain profitable.

We record a valuation allowance to reduce the carrying value of deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character and in the related jurisdiction in the future. In evaluating our ability to recover our deferred tax assets, we consider the available positive and negative evidence, including the implementation of feasible and prudent tax planning strategies, past operating results, the existence of cumulative losses in the most recent years, and forecast of future taxable income which inherently requires significant assumptions and judgment.

Note 9Commitments and Contingencies
 
Legal contingencies

In the normal course of our business, we are subject to legal proceedings brought by or against us and our subsidiaries. None of the proceedings involves a claim for damages exceeding ten percent of our current assets on a consolidated basis. There can be no assurance as to the eventual outcome or the amount of loss we may suffer as a result of these proceedings.

Other Contingencies
 
We are contingently liable under letters of credit and similar instruments that we enter in connection with the importation of equipment into international countries and to secure our performance on certain contracts. As of March 31, 2017 and December 31, 2016, our total exposure under outstanding letters of credit was $2.7 million. Of this amount, $2.0 million and $2.5 million were secured by restricted cash on deposit at March 31, 2017 and December 31, 2016, respectively.

Note 10Segment Information

Business Segments

Significant financial information relating to our business segments is presented below (in thousands):

 
Three Months Ended March 31, 2017
 
Products
 
Tubular
Services
 
Research &
Engineering
 
Corporate &
Other
 
Total
Revenue
$
20,088

 
$
16,657

 
$

 
$

 
$
36,745

Depreciation and amortization
816

 
4,670

 

 
515

 
6,001

Operating loss
(884
)
 
(5,698
)
 
(809
)
 
(5,494
)
 
(12,885
)
Other expense
 

 
 

 
 

 
 

 
(237
)
Loss before income taxes
 

 
 

 
 

 
 

 
$
(12,648
)

 
Three Months Ended March 31, 2016
 
Products
 
Tubular
Services
 
Research &
Engineering
 
Corporate &
Other
 
Total
Revenue
$
16,574

 
$
18,879

 
$

 
$

 
$
35,453

Depreciation and amortization
1,339

 
5,826

 
2

 
792

 
7,959

Operating loss
(39,223
)
 
(6,021
)
 
(1,573
)
 
(7,940
)
 
(54,757
)
Other expense
 

 
 

 
 

 
 

 
1,559

Loss before income taxes
 

 
 

 
 

 
 

 
$
(56,316
)



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Other Charges

As a result of the uncertain prospects for the oilfield services and equipment sector and the impact on our business outlook, we continued certain cost rationalization efforts that were initiated during 2015. Consequently, we recorded a charge in continuing operations related to headcount reductions and office closures. The following table presents these charges and the related income statement classification to which the charges are included for the three months ended March 31, 2017 and 2016 (in thousands):

 
Three Months Ended March 31, 2017
 
Three Months Ended March 31, 2016
 
 
 
Severance
 
Facility Closures
 
Severance
 
Facility Closures
 
Income Statement Classification
Products
$
111

 
$

 
$
671

 
$

 
Cost of sales and services - Products
Tubular Services
261

 
74

 
784

 
616

 
Cost of sales and services - Services
Corporate & Other
31

 

 

 
125

 
Selling, general and administrative
 
$
403

 
$
74

 
$
1,455

 
$
741

 
 


Geographic Areas

We attribute revenue to geographic regions based on the location of the customer. Generally, for service activities, this will be the region in which the service activity occurs. For equipment sales, this will be the geographical region in which the product is initially deployed. Our revenue by geographic area for the three months ended March 31, 2017 and 2016 was as follows (in thousands):
 
Three Months Ended March 31,
 
2017
 
2016
United States
$
13,502

 
$
14,282

Europe, Africa and Middle East
6,062

 
6,053

Asia Pacific
1,283

 
2,982

Russia
10,689

 
4,178

Latin America (includes Mexico)
3,703

 
6,876

Canada
1,506

 
1,082

 
$
36,745

 
$
35,453


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The physical location of our net property, plant and equipment by geographic area as of March 31, 2017 and December 31, 2016 was as follows (in thousands):
 
March 31, 2017
 
Products
 
Tubular Services
 
Overhead, Corporate & Other
 
Total
United States
$
6,791

 
$
30,165

 
$
6,291

 
$
43,247

Europe, Africa and Middle East
6,150

 
9,673

 
2,276

 
18,099

Asia Pacific
3,378

 
8,505

 
438

 
12,321

Russia
10,506

 
1,711

 
5

 
12,222

Latin America (includes Mexico)
19,019

 
1,560

 
682

 
21,261

Canada
740

 
804

 
6,735

 
8,279

 
$
46,584

 
$
52,418

 
$
16,427

 
$
115,429


 
December 31, 2016
 
Products
 
Tubular Services
 
Overhead, Corporate & Other
 
Total
United States
$
6,959

 
$
32,227

 
$
9,232

 
$
48,418

Europe, Africa and Middle East
6,263

 
10,355

 
2,308

 
18,926

Asia Pacific
3,417

 
9,315

 
478

 
13,210

Russia
10,956

 
954

 
7

 
11,917

Latin America (includes Mexico)
19,579

 
2,428

 
209

 
22,216

Canada
324

 
1,020

 
4,712

 
6,056

 
$
47,498

 
$
56,299

 
$
16,946

 
$
120,743


Major customers and credit risk

Our accounts receivable are principally with major international and national oil and natural gas service and E&P companies and are subject to normal industry credit risks. We perform ongoing credit evaluations of customers and grant credit based upon past payment history, financial condition and anticipated industry conditions. Customer payments are regularly monitored and a provision for doubtful accounts is established based upon specific situations and overall industry conditions. Many of our customers are located in international areas that are inherently subject to risks of economic, political and civil instabilities, which may impact our ability to collect those accounts receivable. The main factors in determining the allowance needed for accounts receivable are customer bankruptcies, delinquency and management’s estimate of ability to collect outstanding receivables based on the number of days outstanding and risks of economic, political and civil instabilities. Bad debt expense is included in selling, general and administrative expense in our consolidated statements of income.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following discussion and analysis of financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements. Please see "Caution Regarding Forward-Looking Information" above and "Risk Factors" in Part II, Item 1A below and in our 2016 Annual Report on Form 10-K, for a discussion of the uncertainties, risks and assumptions associated with these statements.

Overview and Outlook

Tesco Corporation is a global leader and provider of highly engineered technology-based solutions for drilling, servicing, and completion of wells for the upstream energy industry. The Company seeks to improve the way wells are drilled by delivering safer and more efficient solutions that add value by reducing the costs of drilling for, and producing, oil and natural gas. Our operations consist of top drives and automated pipe handling equipment sales and rentals, aftermarket sales and services, and tubular services, including related products and accessories sales.

Our revenues and operating results are directly related to the level of worldwide oil and gas drilling and production activities and the profitability and cash flows of E&P companies and drilling contractors, which are affected by current and anticipated oil and gas prices.

Unless indicated otherwise, results of operations data are presented in accordance with U.S. GAAP.

Our Segments

Our operating structure is the basis for our internal and external financial reporting. As of March 31, 2017, our operating structure included the following business segments: (i) Products – top drives and automated pipe handling equipment sales, rentals and aftermarket sales and services, (ii) Tubular Services – onshore and offshore tubular services and sales of related products and accessories, (iii) Research & Engineering – internal research and development activities related to our proprietary tubular services and products development, and (iv) Corporate and Other – including executive management and several global support and compliance functions.

Business Environment

Our revenue is heavily dependent on the level of drilling activity of E&P companies. The willingness of E&P companies to spend capital on drilling activities is primarily affected by the current and anticipated prices of crude oil and natural gas, which is driven by such factors as the level of worldwide oil and gas reserves inventory, civil unrest and conflicts in oil producing countries, oil sanctions, and global economics, among other things. When drilling rigs are active they consume products and services produced by the oilfield services companies like ours. Accordingly, rig count and well count are important business barometers for the drilling industry and its suppliers, as they may reflect the relative strength and stability of energy prices and overall market activity. However, these counts should not be solely relied on as an indicator of the economic condition of our industry, as other specific and pervasive conditions may exist that affect overall energy prices and market activity.


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Below is a table that shows the average rig count by region for the three months ended March 31, 2017 and 2016:
 
Three Months Average Rig Count(1)
 
March 31,
 
2017
 
2016
United States
739

 
555

Canada
299

 
164

Latin America (includes Mexico)
180

 
233

Asia Pacific (excludes China onshore)
197

 
186

Middle East (excludes Iran, Iraq and Syria)
383

 
403

Africa (excludes Sudan)
79

 
91

Europe (excludes Russia)
100

 
104

Total
1,977

 
1,736

_________________________________
(1)
Source: Baker Hughes Incorporated worldwide rig count. The Baker Hughes North American Rotary Rig Count is a weekly census of the number of drilling rigs actively exploring for or developing oil or natural gas in the United States and Canada. The Baker Hughes International Rotary Rig Count is a monthly census of active drilling rigs exploring for or developing oil or natural gas outside North America (U.S. and Canada). To be counted as active, a rig must be on location and be drilling or 'turning to the right'. A rig is considered active from the moment the well is "spudded" until it reaches target depth. Rigs that are in transit from one location to another, rigging up or being used in non-drilling activities such as workovers, completions or production testing, are not counted as active.

Outlook

After nine consecutive quarters of activity decline in our industry, the business environment showed signs of stabilization in the fourth quarter of 2016 and the first quarter of 2017. WTI and Brent crude oil prices have recently steadied around $50/bbl, but volatility could return at any time, as evidenced by recent downward commodity price movements. North American rig count continues to improve, with an approximately 35% increase since the fourth quarter 2016; however, international and offshore rig counts remain stagnant.

The global outlook remains mixed, and we remain cautious. Accordingly, we have maintained many of the austerity measures introduced at the onset of the decline, while we begin to realize benefits from our overhead and support structure optimization efforts. Although our core business is modestly recovering and the strong initiatives undertaken are contributing, we will continue to face significant challenges as the new market forms.

As we transition to the new market, we remain highly focused on returning to a quarterly breakeven EBITDA run rate while minimizing cash usage over the next several quarters. The key driver to this in the short term are growth in CDS land Evolution adoption and market share; acceleration of new and used CDS equipment and accessories sales; continued gain in offshore tubular services market share in our established markets; and acceleration of all AMSS offerings as rigs reactivate.

Results of Operations

The discussions below relating to significant line items from our consolidated statements of income are based on available information and represent our analysis of significant changes or events that impact the comparability of reported amounts. Where appropriate, we have identified specific events and changes that affect comparability or trends and, where reasonably practicable, have quantified the impact of such items. This discussion should be read in conjunction with Part I, Item 1, "Financial Statements" included in this Report.


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Operating results by business segments

Below is a summary of the operating results of our business segments for the three months ended March 31, 2017 and 2016 (in thousands):
 
Three Months Ended March 31,
 
2017
 
2016
Segment revenue
 
 
 
Products revenue
 
 
 
Product sales
$
5,946

 
$
4,202

Rental services
5,289

 
6,572

Aftermarket sales and services
8,853

 
5,800

 
20,088

 
16,574

Tubular Services revenue
 
 
 
Land
$
10,335

 
$
10,794

Offshore
4,219

 
7,421

CDS, Parts & Accessories
2,103

 
664

 
16,657

 
18,879

 
 
 
 
Revenue
$
36,745

 
$
35,453

 
 
 
 
Segment operating loss
 
 
 
Products
$
(884
)
 
$
(39,223
)
Tubular Services
(5,698
)
 
(6,021
)
Research and Engineering
(809
)
 
(1,573
)
Corporate and Other
(5,494
)
 
(7,940
)
Operating loss
$
(12,885
)
 
$
(54,757
)

Products Segment

Demand for our top drives and pipe handling products, rental services, and aftermarket sales and service depends primarily upon the level of drilling activity and capital spending of drilling contractors and E&P companies. Revenues from our Products segment are generated through top drive and automated pipe handling new and used equipment sales, rentals, and field and in-house aftermarket sales and service. Our rental fleet of top drive and pipe handling equipment is highly mobile, where we install the units on the customers' rig sites and charge a daily rate for rental operating days. Rental operating days are defined as a day that a unit in our rental fleet is under contract and operating. When we sell proprietary used equipment from our rental fleet we record revenue and cost of sales. Aftermarket sales and service consists of part sales and in-house shop and callout field services. We provide these services for top drives and automated pipe handling equipment we manufacture and for selected models of our competitors.

Q1 2017 as compared with Q1 2016

Product sales
Revenue increased by $1.7 million, or 42%, for the three months ended March 31, 2017 as compared to 2016 primarily due to increased demand resulting from increased rig count and crude oil prices. Decreased sales in the United States were more than offset by strong sales in Russia. In the three months ended March 31, 2017, we sold a total of six top drives, of which five were new and one was used and subsequently sold from our rental fleet. In the same period in 2016, we sold a total of six top drives, of which three were new and three were used and subsequently sold from our rental fleet.

Rental Services
Revenues decreased by $1.3 million, or 20%, for the three months ended March 31, 2017 as compared to 2016 primarily due to the depressed market demand within the industry. At March 31, 2017 utilization was 14% due to fewer operating days and fewer contracted units. Decreased sales in Latin America were partially offset by strong sales in Russia.

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Table of Contents

Aftermarket Sales and Services
Revenues increased by $3.1 million, or 53%, for the three months ended March 31, 2017 as compared to 2016 primarily due to increased demand for parts and services in Russia and the United States.

Operating Loss
Products operating loss decreased by $38.3 million, or 98%, for the three months ended March 31, 2017 as compared to 2016 primarily due to $33.6 million in impairment of long-lived assets during the three months ended March 31, 2016. Increases in revenue and reductions in operating expenses derived from our restructuring and cost rationalization efforts generated a $4.7 million improvement. Reductions in workforce and offices closures resulted in charges of $0.1 million and $0.7 million for the three months ended March 31, 2017 and 2016, respectively.

Tubular Services Segment

We generate revenues in our Tubular Services segment through a suite of proprietary service offerings and conventional casing and tubing running services for both onshore and offshore markets, typically contracted on a callout basis; and sales of our proprietary CDS and accessories. Our services include personnel and equipment, including the CDS, power tongs, pick up/lay-down units, torque monitoring, specialist cementing heads and hammering services for new well construction, completion, and workover or re-entry operations.

Q1 2017 as compared with Q1 2016

Land
Revenues decreased by $0.5 million, or 4%, for the three months ended March 31, 2017 as compared to 2016 primarily due to decreased activity and demand in North America.

Offshore
Revenues decreased by $3.2 million, or 43%, for the three months ended March 31, 2017 as compared to 2016 primarily due to a decrease in the number of operating rigs within the United States and Indonesia during the first quarter of 2017.

CDS, Parts, & Accessories
Revenues increased by $1.4 million, for the three months ended March 31, 2017 as compared to 2016 primarily due to increased CDS equipment and part sales due to growing market acceptance of these tools for international operations. During the three months ended March 31, 2017, we had $0.4 million of sales for CDS equipment sales, compared to $0.1 million of sales during the same period in 2016.

Operating Loss
Tubular Services operating loss decreased by $0.3 million, or 5%, for the three months ended March 31, 2017 as compared to 2016 primarily due to the aforementioned declines in revenue offset by cost reductions achieved through cost rationalization efforts undertaken. Reductions in workforce and offices closures resulted in charges of $0.3 million and $1.4 million for the three months ended March 31, 2017 and 2016, respectively.

Research and Engineering Segment

We are a technology-based company deploying new technologies to increase the degree of rig automation and mechanization and to enhance our field operations. We are working aggressively to drive increased integration between the drilling rig and tubular services technology. We continue to invest in our research and engineering in order to continually develop, commercialize and enhance our proprietary products relating to our current product offerings and new technologies in development.

Q1 2017 as compared with Q1 2016

In line with the industry downturn, operating expenses decreased by $0.8 million, or 49%, during the three months ended March 31, 2017 as compared to 2016 primarily due to a decrease in spending related to targeted cost rationalization efforts.

Corporate and Other Segment

Corporate and other expenses primarily consist of overhead, general and administrative expenses, and certain selling and marketing expenses. Corporate and other expenses as a percent of revenues decreased to 15% from 22% for the three months ended March 31, 2017 and 2016, respectively.


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Table of Contents

Q1 2017 as compared with Q1 2016

Operating expenses decreased by $2.4 million, or 31%, during the three months ended March 31, 2017 as compared to 2016 primarily due to cost saving measures implemented in 2016 and 2015. The benefits of these cost saving measures are visible primarily in personnel cost and various austerity measures.

Other Expense (Income)

Q1 2017 as compared with Q1 2016

Interest Expense
Interest expense decreased by $0.4 million during the three months ended March 31, 2017 as compared to 2016.
 
Foreign Exchange Loss (Gain)
Although our functional currency is the U.S. dollar, our operations have net assets and liabilities not denominated in the functional currency which exposes us to changes in foreign currency exchange rates that impact income. Foreign exchange was a gain of $0.1 million and a loss of $1.2 million for the three months ended March 31, 2017 and 2016, respectively. The change was primarily due to losses relating to exchange rate changes and reductions in net monetary assets subject to revaluation in Argentina in the three months ended March 31, 2016.

Income Tax Provision
Income tax provision increased by $0.5 million for the three months ended March 31, 2017 as compared to the same period in 2016. Our effective tax rates were a 8% expense and a 1% expense for the three months ended March 31, 2017 and 2016, respectively.

Liquidity and Capital Resources

We assess liquidity in terms of our ability to generate cash to fund operating, investing, and financing activities. Our primary sources of liquidity are cash flows generated from operations and available cash and cash equivalents. We had cash and cash equivalents of $83.1 million and $91.5 million at March 31, 2017 and December 31, 2016, respectively. We believe our current cash balance is adequate to conduct our business for at least the next 12 months.

Off-Balance Sheet Arrangements

In addition to the lease commitments as described in Part II, Item 7—"Management’s Discussion and Analysis of Financial Condition and Results of Operations" of our 2016 Annual Report on Form 10-K, as of March 31, 2017, our off-balance sheet arrangements included letters of credit as noted below.

Letters of Credit
We are contingently liable under letters of credit and similar instruments that we enter in connection with the importation of equipment into international countries and to secure our performance on certain contracts. As of March 31, 2017 and December 31, 2016, our total exposure under outstanding letters of credit was $2.7 million. Of this amount, $2.0 million and $2.5 million were secured by restricted cash on deposit at March 31, 2017 and December 31, 2016, respectively.

Critical Accounting Estimates and Policies
 
Accounting policies are described in the notes to the audited consolidated financial statements and in Part II, Item 7—"Management’s Discussion and Analysis of Financial Condition and Results of Operations" of the 2016 Annual Report on Form 10−K. The unaudited condensed consolidated financial statements were prepared in conformity with U.S. GAAP. Results of operations and financial condition, as reflected in the unaudited condensed consolidated financial statements and related notes, are subject to management’s evaluation and interpretation of business conditions, changing capital market conditions and other factors that could affect the ongoing viability of the business and customers. While these issues require judgments that may be subjective, they are generally based on a significant amount of historical data and current market data. The most critical accounting policies are those described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” in the 2016 Annual Report on Form 10−K. During the three months ended March 31, 2017, there have been no material changes to the types of judgments, assumptions, and estimates upon which our critical accounting estimates are based.


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Table of Contents

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.
 
See Part I, Item 7A —"Quantitative and Qualitative Disclosures About Market Risk" in the 2016 Annual Report on Form 10‑K for a detailed discussion of the risks affecting the Company. There have been no material changes to the market risks described in Part I, Item 7A —"Quantitative and Qualitative Disclosures About Market Risk" disclosed in the 2016 Annual Report on Form 10‑K.

Item 4.    Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures designed and maintained to provide reasonable assurance that information required to be disclosed in the reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are recorded, processed, summarized, and reported within the time period specified by the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, to allow timely decisions regarding required disclosure. As of March 31, 2017, the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer participated with management in evaluating the effectiveness of disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). The Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer have concluded that, as of March 31, 2017, disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Table of Contents

PART II—OTHER INFORMATION

Item 1.    Legal Proceedings.

In the normal course of our business, we are subject to legal proceedings brought by or against us and our subsidiaries. None of these proceedings involves a claim for damages exceeding ten percent of our current assets on a consolidated basis. See Part I, Item 1, "Financial Statements, Note 9" of this Report for a summary of certain ongoing legal proceedings. Such information is incorporated into this Part II, Item 1—"Legal Proceedings" by reference.

Item 1A. Risk Factors.

See Part I, Item 1A—"Risk Factors" in our 2016 Annual Report on Form 10-K for a detailed discussion of the risk factors affecting us. There have been no material changes to the risk factors described in Part I, Item 1A—"Risk Factors" disclosed in our 2016 Annual Report on Form 10-K.
 
 Item 6.    Exhibits.
 
The Exhibit Index set forth below is incorporated herein by reference.

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Table of Contents


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, thereunto duly authorized.
 


 
 
TESCO CORPORATION
 
 
 
 
By:
/s/    FERNANDO R. ASSING        
 
 
Fernando R. Assing,
President and Chief Executive Officer
(Principal Executive Officer)
Date:
May 9, 2017
 
 
 
 
 
 
 
 
By:
/s/    CHRISTOPHER L. BOONE      
 
 
Christopher L. Boone,
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Date:
May 9, 2017
 
 
 
 
 
 
 
 
By:
/s/    THOMAS B SLOAN JR.     
 
 
Thomas B Sloan Jr.,
Vice President and Corporate Controller
(Principal Accounting Officer)
Date:
May 9, 2017
 


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Table of Contents

EXHIBIT INDEX

 
 
 
Exhibit No.
 
Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
__________________________________
*
Incorporated by reference
#
Furnished herewith
+
Management contract or compensatory plan or arrangement


19