General | General The accompanying unaudited Condensed Consolidated Financial Statements of Weatherford International plc (the “Company,” or “Weatherford”) are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, certain information and disclosures normally included in our annual financial statements have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 (“2019 Annual Report”). In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary by management to fairly state our results of operations, financial position and cash flows of the Company and its subsidiaries for the periods presented and are not necessarily indicative of the results that may be expected for a full year. The Company’s financial statements have been prepared on a consolidated basis. Under this basis, our financial statements consolidate all wholly owned subsidiaries and controlled joint ventures. All intercompany accounts and transactions have been eliminated. Summary of Significant Accounting Policies Please refer to “Note 1 – Summary of Significant Accounting Policies” of our Consolidated Financial Statements from our 2019 Annual Report for the discussion on our significant accounting policies. Certain reclassifications of the financial statements and accompanying footnotes for the three months ended March 31, 2019 have been made to conform to the presentation for the three months ended March 31, 2020 . As described in “Note 1 – Summary of Significant Accounting Policies”, “Note 2 – Emergence from Bankruptcy Proceedings”, and “Note 3 – Fresh Start Accounting” of our Consolidated Financial Statements from our 2019 Annual Report, we filed voluntary petitions for bankruptcy on July 1, 2019, then emerged from bankruptcy on December 13, 2019 and adopted fresh-start accounting upon emergence. References to “Predecessor” herein relate to the Condensed Consolidated Statements of Operations for the period ended March 31, 2019 (“Predecessor Period”). References to “Successor” herein relate to the Condensed Consolidated Balance Sheets of the reorganized Company as of March 31, 2020 and December 31, 2019 and the Condensed Consolidated Statements of Operations for the three months ended March 31, 2020 (“Successor Period”) and are not comparable to the Consolidated Financial Statements of the Predecessor as indicated by the “black line” division in the financials and footnote tables, which emphasizes the lack of comparability between amounts presented. The Company’s financial results for future periods will be different from historical trends and the differences may be material. Impact of COVID-19 and Oil Price Declines on Our Operations and Liquidity Throughout the first quarter of 2020, multiple events have created significant uncertainty for the trajectory of the industry and the Company, lowering expectations of oil and gas related spending throughout the remainder of 2020 and beyond. On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. In response, national and local governments imposed rapidly evolving social distancing guidelines, travel restrictions and stay-at-home orders that caused a significant decrease in activity in the global economy and the demand for oil and gas which negatively impacted the price of oil and gas. By the end of March, t he spread of COVID-19 eventually caused most countries to implement lock-down or shelter-in-place measures. This has caused a demand destruction for hydrocarbons, causing unprecedented dislocations throughout the industry. These measures have negatively impacted, and will continue to have near-term and long-term impacts, on our ability to operate effectively, including operational and manufacturing disruptions such as a lack of availability of key components from our suppliers, customer restrictions that prevent us access to their sites and changes to Weatherford’s policies that have restricted the way our employees work. Compounding the collapse in global demand for oil brought about by the COVID-19 lock-downs across the world, in March 2020, members of the Organization of the Petroleum Exporting Countries and ten other oil producing countries (“OPEC+”) met to discuss how to respond to the potential market effects of the global COVID-19 pandemic. The meeting ended on March 6, 2020, as Saudi Arabia failed to convince Russia to reduce production to offset falling demand due to slowing economic activity resulting from the global COVID-19 pandemic. In response to Russia’s refusal to accept the production cut, Saudi Arabia announced an immediate reduction in its export prices and Russia announced that all previously agreed oil production cuts would expire on April 1, 2020. These actions flooded the global market with an oversupply of oil. As a result, the price of oil and gas further declined and available worldwide storage was nearing capacity, which is further pressuring commodity prices and forcing producers to shut-in a significant amount of production globally. In early April 2020, in response to significantly depressed global oil prices, certain countries, led by Saudi Arabia, Russia and the United States, committed to implement reductions in world oil production. However, the price of oil and gas has not recovered to date and recovery is not expected in the near term. Worldwide economic activity is falling sharply, and oil demand destruction is leading to an unprecedented supply-demand imbalance in the range of 20-30 million barrels per day . Moreover, once the supply and demand equation re-balances, it is unclear when a stable oil market will return as record crude inventories will dampen the pace of any recovery, translating to near-term uncertainties in activity and challenges in forecasting our business. The imbalance between supply and demand for oil created by simultaneous impacts of the COVID-19 pandemic and recent actions by certain OPEC+ nations, together with uncertainty around the extent and timing for an economic recovery, have caused extreme market volatility and resulted in a precipitous decline in commodity prices during March 2020 and April 2020 and substantial reductions to the capital spending plans of exploration and production companies. This has resulted in, and is expected to continue to result in, weakened demand for our products and services through the remainder of 2020 and, potentially, 2021. As a result, our financial results for the first quarter of 2020, and our outlook for the remainder of the year, have been materially and negatively impacted. In addition, we also anticipate substantial constraints on our ability to generate revenues, profits and cash flows and to maintain adequate liquidity. We currently expect a multi-year (2020 to 2021 and beyond) dislocation across the industry, with the quickest and deepest impacts to be felt across North America, followed by certain international markets such as Europe, Latin America and Sub Saharan Africa. Entering 2020, we were already taking a number of actions that were yielding improvements in our cost structure. However, given current developments, we are now implementing more aggressive actions to right-size our business to address current market conditions. At March 31, 2020, we had adequate liquidity and were compliant with our financial covenants under the agreements governing our outstanding indebtedness. However, our rapidly changing operating environment has led to an inability to predict the ultimate length and depth of the adverse economic impact from the COVID-19 pandemic and uncertainty in the global oil markets on our industry and the Company, though the effects have been, and are expected to continue to be, significant. In this backdrop, given the material decline in our business as a result of the historic oversupply of hydrocarbons worldwide, we expect that a breach of our covenants under our ABL Revolving Credit Agreement is forthcoming. A breach of the financial covenants under our ABL Credit Agreement would constitute an event of default under our ABL Credit Agreement and if not cured or waived, would potentially constitute an event of default under our LC Credit Agreement and our unsecured Exit Notes. An event of default under these agreements could result in the obligations under these agreements being accelerated or cash collateralized . Either such result would constrain liquidity to the point where we would not be able to service the interest on our debt or pay other obligations and thus, raises substantial doubt on the Company’s ability to continue as a going concern within the next 12 months. As a result, our management and the Board of Directors are evaluating options to improve liquidity and address the Company’s long-term capital structure. To address this expected shortfall in liquidity and capital structure constraints, we are in discussions with holders of our unsecured senior notes with respect to potential deleveraging or restructuring transactions. The Company cannot provide any assurances if or when it will agree on the terms of or consummate any potential restructuring or deleveraging transactions. Liquidity Concerns and Actions to Address Liquidity Needs; Going Concern The significant uncertainty on the long-term impacts of the COVID-19 pandemic in general, the global economy, and the oil and gas industry for 2020 and beyond is having a substantial negative impact on our business. The global impacts surrounding the COVID-19 pandemic discussed above, including operational and manufacturing disruptions, logistical constraints and travel restrictions, are rapidly evolving and dynamic. We have experienced and expect to continue to experience actions that will negatively impact our ability to operate, including delays or a lack of availability of key components from our suppliers, customer restrictions that prevents access to their sites, community measures to contain the spread of the virus, and changes to Weatherford’s policies that have restricted the way our employees work. We expect most, if not all, of these disruptions and constraints to have lasting effects on how we and our customers and suppliers work in the future. The demand destruction associated with the COVID-19 pandemic and recent actions by OPEC+ have caused commodity prices to plunge precipitously and correspondingly, substantial activity declines in the industry. Further, actions by certain members of OPEC+ and its partners significantly disrupted the supply/demand equation, resulting in unprecedented commodity price weakness, significant reductions to the capital spending plans of our customers and uncertainty of when a stable oil market returns. Global storage for crude is on the verge of reaching capacity, further pressuring commodity prices and forcing producers to shut-in a significant amount of production globally. The COVID-19 pandemic coupled with the recent customer responses to OPEC+ initiatives have resulted in immediate weakness in demand for our products and services. While Weatherford’s products and services continue to be in demand globally, the overall industry weakness has a significant impact on our short-term and long-term outlook and are expected to further constrain our ability to generate revenues, profits and cash flows resulting in a sudden negative impact to our liquidity profile. Additionally, between December 31, 2019 through March 31, 2020, our bond prices declined 44% and our ordinary share price has fallen 79% . In late March and early April 2020 credit rating agencies have downgraded our credit ratings, which may limit our ability to secure additional external funding. This significant and sudden change in the global business environment has increased the level of uncertainty in our business and has impacted various key stakeholders, including our employees, customers, suppliers and key lenders. The severity of these weak industry conditions has negatively impacted our results of operations and cash flows and we believe will continue to do so in the future. In response, we quickly increased and accelerated our workforce reduction plan, reduced certain management and employee pay, reduced other operating costs, and initiated further consolidation of our operations. However, even with our rapid and vast response and actions, given the material decline in our business as a result of the historic oversupply of hydrocarbons worldwide, we expect that a breach of our covenants under our ABL Revolving Credit Agreement is forthcoming. A breach of the financial covenants under our ABL Credit Agreement would constitute an event of default under our ABL Credit Agreement and if not cured or waived, would potentially constitute an event of default under our LC Credit Agreement and our unsecured Exit Notes. An event of default under these agreements could result in the obligations under these agreements being accelerated or cash collateralized . Either such result would constrain liquidity to the point where we would not be able to service the interest on our debt or pay other obligations and thus, raises substantial doubt on the Company’s ability to continue as a going concern within the next 12 months. To address this sudden shortfall in liquidity resulting in significant capital structure constraints, we began discussions with holders of our unsecured 11% senior notes due 2024 (“Exit Notes”) with respect to a potential deleveraging or restructuring transaction. The Company cannot provide any assurances on if or when it will agree on the terms of or consummate any potential restructuring or deleveraging transactions. In addition, on May 6, 2020, the Company borrowed $100 million under its ABL Revolving Credit Agreement to strengthen its cash liquidity position. The actions taken by management to preserve liquidity and capital include the borrowing under our ABL Revolving Credit Agreement, reduction of capital expenditures, consolidation of product lines to eliminate redundancy, exiting from sub-scale locations and a higher level of headcount reductions. In addition, the precipitous decline in activity will ultimately result in a significant decline in our accounts receivable balance, particularly in North America, which comprises the most significant component of our credit facility borrowing base and will further impair our ability to comply with the covenants under the ABL Revolving Credit Agreement. Despite all the actions we have taken and are taking, we expect that a breach of our covenants under the ABL Revolving Credit Agreement is forthcoming. The combination of the unprecedented industry conditions, risks and uncertainties associated with the COVID-19 pandemic, lower activity levels and potential covenant breach, raises substantial doubt a bout our ability to continue as a going concern . |