ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland | 04-2648081 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1301 McKinney Street, Suite 1800, Houston, Texas | 77010 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer | ý | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 5. | ||
Item 6. |
ITEM 1. | FINANCIAL STATEMENTS |
June 30, 2015 | December 31, 2014 | ||||||
(unaudited) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 225,481 | $ | 27,304 | |||
Accounts receivable, net of allowance for doubtful accounts of $4,973 and $2,925, respectively | 181,234 | 289,466 | |||||
Inventories | 35,143 | 30,171 | |||||
Other current assets | 79,520 | 86,854 | |||||
Total current assets | 521,378 | 433,795 | |||||
Property and equipment | 2,548,319 | 2,555,515 | |||||
Accumulated depreciation | (1,410,785 | ) | (1,320,257 | ) | |||
Property and equipment, net | 1,137,534 | 1,235,258 | |||||
Goodwill | 561,039 | 582,739 | |||||
Other intangible assets, net | 12,917 | 14,500 | |||||
Other non-current assets | 56,910 | 56,471 | |||||
TOTAL ASSETS | $ | 2,289,778 | $ | 2,322,763 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 44,566 | $ | 77,631 | |||
Current portion of long-term debt | 3,150 | — | |||||
Other current liabilities | 110,223 | 164,227 | |||||
Total current liabilities | 157,939 | 241,858 | |||||
Long-term debt | 961,080 | 737,691 | |||||
Workers' compensation, vehicular and health insurance liabilities | 28,593 | 29,690 | |||||
Deferred tax liabilities | 178,263 | 228,394 | |||||
Other non-current liabilities | 27,005 | 27,067 | |||||
Commitments and contingencies | |||||||
Equity: | |||||||
Common stock, $0.10 par value; 200,000,000 shares authorized, 157,654,235 and 153,557,108 shares issued and outstanding | 15,765 | 15,356 | |||||
Additional paid-in capital | 963,612 | 960,647 | |||||
Accumulated other comprehensive loss | (36,764 | ) | (37,280 | ) | |||
Retained earnings (deficit) | (5,715 | ) | 119,340 | ||||
Total equity | 936,898 | 1,058,063 | |||||
TOTAL LIABILITIES AND EQUITY | $ | 2,289,778 | $ | 2,322,763 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
REVENUES | $ | 197,496 | $ | 350,595 | $ | 465,295 | $ | 706,736 | |||||||
COSTS AND EXPENSES: | |||||||||||||||
Direct operating expenses | 158,841 | 262,883 | 363,371 | 521,185 | |||||||||||
Depreciation and amortization expense | 45,896 | 52,184 | 93,107 | 103,279 | |||||||||||
General and administrative expenses | 50,710 | 57,881 | 118,354 | 110,747 | |||||||||||
Impairment expense | 21,352 | 28,687 | 43,052 | 28,687 | |||||||||||
Operating loss | (79,303 | ) | (51,040 | ) | (152,589 | ) | (57,162 | ) | |||||||
Interest expense, net of amounts capitalized | 17,058 | 13,426 | 30,400 | 26,980 | |||||||||||
Other (income) loss, net | (248 | ) | (2,733 | ) | 4,184 | (2,802 | ) | ||||||||
Loss before income taxes | (96,113 | ) | (61,733 | ) | (187,173 | ) | (81,340 | ) | |||||||
Income tax benefit | 30,734 | 9,537 | 62,118 | 17,245 | |||||||||||
NET LOSS | $ | (65,379 | ) | $ | (52,196 | ) | $ | (125,055 | ) | $ | (64,095 | ) | |||
Loss per share: | |||||||||||||||
Basic and diluted | $ | (0.42 | ) | $ | (0.34 | ) | $ | (0.80 | ) | $ | (0.42 | ) | |||
Weighted average shares outstanding: | |||||||||||||||
Basic and diluted | 156,347 | 153,496 | 155,586 | 153,157 |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
NET LOSS | $ | (65,379 | ) | $ | (52,196 | ) | $ | (125,055 | ) | $ | (64,095 | ) | |||
Other comprehensive income (loss): | |||||||||||||||
Foreign currency translation income (loss) | 1,213 | 3,264 | 516 | (2,001 | ) | ||||||||||
COMPREHENSIVE LOSS | $ | (64,166 | ) | $ | (48,932 | ) | $ | (124,539 | ) | $ | (66,096 | ) |
Six Months Ended | |||||||
June 30, | |||||||
2015 | 2014 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net loss | $ | (125,055 | ) | $ | (64,095 | ) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization expense | 93,107 | 103,279 | |||||
Impairment expense | 43,052 | 28,687 | |||||
Bad debt expense | 1,362 | 1,151 | |||||
Accretion of asset retirement obligations | 309 | 294 | |||||
Loss (income) from equity method investments | (13 | ) | 79 | ||||
Amortization and write-off of deferred financing costs and premium | 2,061 | 1,121 | |||||
Deferred income tax benefit | (12,546 | ) | (7,707 | ) | |||
Loss on disposal of assets, net | 4,374 | 3,452 | |||||
Share-based compensation | 6,636 | 7,101 | |||||
Excess tax expense from share-based compensation | 2,950 | 1,221 | |||||
Changes in working capital: | |||||||
Accounts receivable | 106,829 | 46,970 | |||||
Other current assets | 6,602 | (2,419 | ) | ||||
Accounts payable, accrued interest and accrued expenses | (88,277 | ) | (13,781 | ) | |||
Share-based compensation liability awards | 1,119 | 1,587 | |||||
Other assets and liabilities | (43,708 | ) | 328 | ||||
Net cash provided by (used in) operating activities | (1,198 | ) | 107,268 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Capital expenditures | (32,675 | ) | (69,429 | ) | |||
Proceeds from sale of fixed assets | 9,950 | 7,239 | |||||
Proceeds from notes receivable | 595 | 2,150 | |||||
Net cash used in investing activities | (22,130 | ) | (60,040 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Repayments of long-term debt | — | (3,573 | ) | ||||
Proceeds from long-term debt | 305,550 | — | |||||
Proceeds from borrowings on revolving credit facility | 130,000 | 115,000 | |||||
Repayments on revolving credit facility | (200,000 | ) | (160,000 | ) | |||
Payment of deferred financing costs | (11,072 | ) | — | ||||
Repurchases of common stock | (312 | ) | (2,211 | ) | |||
Excess tax expense from share-based compensation | (2,950 | ) | (1,221 | ) | |||
Net cash provided by (used in) financing activities | 221,216 | (52,005 | ) | ||||
Effect of changes in exchange rates on cash | 289 | (81 | ) | ||||
Net increase (decrease) in cash and cash equivalents | 198,177 | (4,858 | ) | ||||
Cash and cash equivalents, beginning of period | 27,304 | 28,306 | |||||
Cash and cash equivalents, end of period | $ | 225,481 | $ | 23,448 |
COMMON STOCKHOLDERS | ||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings (Deficit) | Total | ||||||||||||||||||
Number of Shares | Amount at Par | |||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||
Balance at December 31, 2014 | 153,557 | $ | 15,356 | $ | 960,647 | $ | (37,280 | ) | $ | 119,340 | $ | 1,058,063 | ||||||||||
Foreign currency translation | — | — | — | 516 | — | 516 | ||||||||||||||||
Common stock purchases | (145 | ) | (15 | ) | (297 | ) | — | — | (312 | ) | ||||||||||||
Share-based compensation | 4,242 | 424 | 6,212 | — | — | 6,636 | ||||||||||||||||
Tax expense from share-based compensation | — | — | (2,950 | ) | — | — | (2,950 | ) | ||||||||||||||
Net loss | — | — | — | — | (125,055 | ) | (125,055 | ) | ||||||||||||||
Balance at June 30, 2015 | 157,654 | $ | 15,765 | $ | 963,612 | $ | (36,764 | ) | $ | (5,715 | ) | $ | 936,898 |
COMMON STOCKHOLDERS | ||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total | ||||||||||||||||||
Number of Shares | Amount at Par | |||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||
Balance at December 31, 2013 | 152,331 | $ | 15,233 | $ | 953,306 | $ | (15,414 | ) | $ | 297,968 | $ | 1,251,093 | ||||||||||
Foreign currency translation | — | — | — | (2,001 | ) | — | (2,001 | ) | ||||||||||||||
Common stock purchases | (283 | ) | (28 | ) | (2,183 | ) | — | — | (2,211 | ) | ||||||||||||
Share-based compensation | 1,537 | 154 | 6,947 | — | — | 7,101 | ||||||||||||||||
Tax expense from share-based compensation | — | — | (1,221 | ) | — | — | (1,221 | ) | ||||||||||||||
Net loss | — | — | — | — | (64,095 | ) | (64,095 | ) | ||||||||||||||
Balance at June 30, 2014 | 153,585 | $ | 15,359 | $ | 956,849 | $ | (17,415 | ) | $ | 233,873 | $ | 1,188,666 |
June 30, 2015 | December 31, 2014 | ||||||
(in thousands) | |||||||
Other current assets: | |||||||
Deferred tax assets | $ | 14,688 | $ | 11,823 | |||
Prepaid current assets | 21,770 | 28,218 | |||||
Reinsurance receivable | 9,131 | 9,200 | |||||
VAT asset | 17,452 | 18,889 | |||||
Current assets held for sale | 591 | — | |||||
Other | 15,888 | 18,724 | |||||
Total | $ | 79,520 | $ | 86,854 |
June 30, 2015 | December 31, 2014 | ||||||
(in thousands) | |||||||
Other non-current assets: | |||||||
Deferred tax assets | $ | 32,875 | $ | 35,238 | |||
Reinsurance receivable | 9,561 | 9,537 | |||||
Deposits | 9,457 | 10,125 | |||||
Equity method investments | 1,000 | 987 | |||||
Non-current assets held for sale | 3,631 | — | |||||
Other | 386 | 584 | |||||
Total | $ | 56,910 | $ | 56,471 |
June 30, 2015 | December 31, 2014 | ||||||
(in thousands) | |||||||
Other current liabilities: | |||||||
Accrued payroll, taxes and employee benefits | $ | 19,394 | $ | 32,477 | |||
Accrued operating expenditures | 18,858 | 45,899 | |||||
Income, sales, use and other taxes | 17,546 | 25,892 | |||||
Self-insurance reserve | 30,448 | 31,359 | |||||
Accrued interest | 17,869 | 15,241 | |||||
Accrued insurance premiums | 1,189 | 7,515 | |||||
Share-based compensation and other liabilities | 4,919 | 5,844 | |||||
Total | $ | 110,223 | $ | 164,227 |
June 30, 2015 | December 31, 2014 | ||||||
(in thousands) | |||||||
Other non-current liabilities: | |||||||
Asset retirement obligations | $ | 12,608 | $ | 12,525 | |||
Environmental liabilities | 5,531 | 5,730 | |||||
Accrued rent | — | 263 | |||||
Accrued sales, use and other taxes | 6,145 | 5,411 | |||||
Other | 2,721 | 3,138 | |||||
Total | $ | 27,005 | $ | 27,067 |
U.S. Rig Services | Fluid Management Services | Coiled Tubing Services | Fishing and Rental Services | International | Total | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
December 31, 2014 | $ | 297,719 | $ | 24,479 | $ | 82,695 | $ | 173,463 | $ | 4,383 | $ | 582,739 | |||||||||||
Goodwill impairment | — | — | (21,700 | ) | — | — | (21,700 | ) | |||||||||||||||
June 30, 2015 | $ | 297,719 | $ | 24,479 | $ | 60,995 | $ | 173,463 | $ | 4,383 | $ | 561,039 |
June 30, 2015 | December 31, 2014 | ||||||
(in thousands) | |||||||
Noncompete agreements: | |||||||
Gross carrying value | $ | 2,269 | $ | 2,269 | |||
Accumulated amortization | (1,860 | ) | (1,710 | ) | |||
Net carrying value | 409 | 559 | |||||
Patents, trademarks and tradenames: | |||||||
Gross carrying value | 3,129 | 3,106 | |||||
Accumulated amortization | (283 | ) | (263 | ) | |||
Net carrying value | 2,846 | 2,843 | |||||
Customer relationships and contracts: | |||||||
Gross carrying value | 59,079 | 59,045 | |||||
Accumulated amortization | (53,571 | ) | (52,303 | ) | |||
Net carrying value | 5,508 | 6,742 | |||||
Developed technology: | |||||||
Gross carrying value | 8,494 | 8,494 | |||||
Accumulated amortization | (4,340 | ) | (4,138 | ) | |||
Net carrying value | 4,154 | 4,356 | |||||
Customer backlog: | |||||||
Gross carrying value | 779 | 779 | |||||
Accumulated amortization | (779 | ) | (779 | ) | |||
Net carrying value | — | — | |||||
Total: | |||||||
Gross carrying value | 73,750 | 73,693 | |||||
Accumulated amortization | (60,833 | ) | (59,193 | ) | |||
Net carrying value | $ | 12,917 | $ | 14,500 |
Weighted average remaining amortization period (years) | Expected Amortization Expense | ||||||||||||||||||||||||
Remainder of 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Noncompete agreements | 1.3 | $ | 149 | $ | 260 | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Trademarks | 2.9 | 20 | 40 | 40 | 17 | — | — | ||||||||||||||||||
Customer relationships and contracts | 3.6 | 1,237 | 1,876 | 1,392 | 431 | 341 | 231 | ||||||||||||||||||
Developed technology | 15.5 | 199 | 398 | 398 | 398 | 324 | 221 | ||||||||||||||||||
Total expected intangible asset amortization expense | $ | 1,605 | $ | 2,574 | $ | 1,830 | $ | 846 | $ | 665 | $ | 452 |
June 30, 2015 | December 31, 2014 | ||||||
(in thousands) | |||||||
6.75% Senior Notes due 2021 | $ | 675,000 | $ | 675,000 | |||
Term Loan Facility due 2020 | 315,000 | — | |||||
Senior Secured Credit Facility revolving loans due 2016 | — | 70,000 | |||||
Debt issuance costs and unamortized premium (discount) on debt, net | (25,770 | ) | (7,309 | ) | |||
Total | 964,230 | 737,691 | |||||
Less current portion | (3,150 | ) | — | ||||
Long-term debt | $ | 961,080 | $ | 737,691 |
Year | Percentage | |
2016 | 103.375 | % |
2017 | 102.250 | % |
2018 | 101.125 | % |
2019 and thereafter | 100.000 | % |
• | incur additional indebtedness and issue preferred equity interests; |
• | pay dividends or make other distributions or repurchase or redeem equity interests; |
• | make loans and investments; |
• | enter into sale and leaseback transactions; |
• | sell, transfer or otherwise convey assets; |
• | create liens; |
• | enter into transactions with affiliates; |
• | enter into agreements restricting subsidiaries’ ability to pay dividends; |
• | designate future subsidiaries as unrestricted subsidiaries; and |
• | consolidate, merge or sell all or substantially all of the applicable entities’ assets. |
June 30, 2015 | ||
(in thousands) | ||
ABL Facility | — | |
Term Loan Facility | 10.38 | % |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
(in thousands) | |||||||||||||||
Interest income | $ | (25 | ) | $ | (30 | ) | $ | (40 | ) | $ | (48 | ) | |||
Foreign exchange (gain) loss | 333 | (1,377 | ) | 1,593 | (11 | ) | |||||||||
Allowance for collectibility of notes receivable | — | — | 3,950 | — | |||||||||||
Other, net | (556 | ) | (1,326 | ) | (1,319 | ) | (2,743 | ) | |||||||
Total | $ | (248 | ) | $ | (2,733 | ) | $ | 4,184 | $ | (2,802 | ) |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
(in thousands, except per share amounts) | |||||||||||||||
Basic and Diluted EPS Calculation: | |||||||||||||||
Numerator | |||||||||||||||
Net loss | $ | (65,379 | ) | $ | (52,196 | ) | $ | (125,055 | ) | $ | (64,095 | ) | |||
Denominator | |||||||||||||||
Weighted average shares outstanding | $ | 156,347 | $ | 153,496 | $ | 155,586 | 153,157 | ||||||||
Basic and diluted loss per share | $ | (0.42 | ) | $ | (0.34 | ) | $ | (0.80 | ) | $ | (0.42 | ) |
Company Placement for the Performance Period | Performance Units Earned as a Percentage of Target | ||
First | 200 | % | |
Second | 180 | % | |
Third | 160 | % | |
Fourth | 140 | % | |
Fifth | 120 | % | |
Sixth | 100 | % | |
Seventh | 0 | % | |
Eighth | 0 | % | |
Ninth | 0 | % | |
Tenth | 0 | % | |
Eleventh | 0 | % | |
Twelfth | 0 | % |
June 30, 2015 | December 31, 2014 | |||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
Financial assets: | ||||||||||||||||
Notes receivable - Argentina operations sale | $ | 3,755 | $ | 3,755 | $ | 8,300 | $ | 8,300 | ||||||||
Financial liabilities: | ||||||||||||||||
6.75% Senior Notes due 2021 | $ | 675,000 | $ | 399,938 | $ | 675,000 | $ | 413,438 | ||||||||
Term Loan Facility due 2020 | 315,000 | 315,000 | — | — | ||||||||||||
Credit Facility revolving loans | — | — | 70,000 | 70,000 |
As of and for the three months ended June 30, 2015 | |||||||||||||||||||||||||||||||
U.S. Rig Services | Fluid Management Services | Coiled Tubing Services | Fishing and Rental Services | International | Functional Support(2) | Reconciling Eliminations | Total | ||||||||||||||||||||||||
Revenues from external customers | $ | 93,253 | $ | 39,178 | $ | 21,609 | $ | 28,142 | $ | 15,314 | $ | — | $ | — | $ | 197,496 | |||||||||||||||
Intersegment revenues | 196 | 421 | — | 1,447 | 798 | 542 | (3,404 | ) | — | ||||||||||||||||||||||
Depreciation and amortization | 14,975 | 6,525 | 5,841 | 8,982 | 6,507 | 3,066 | — | 45,896 | |||||||||||||||||||||||
Impairment expense | — | — | — | — | 21,352 | — | — | 21,352 | |||||||||||||||||||||||
Other operating expenses | 82,410 | 32,712 | 19,851 | 25,734 | 16,326 | 32,518 | — | 209,551 | |||||||||||||||||||||||
Operating loss | (4,132 | ) | (59 | ) | (4,083 | ) | (6,574 | ) | (28,871 | ) | (35,584 | ) | — | (79,303 | ) | ||||||||||||||||
Interest expense, net of amounts capitalized | — | — | — | — | — | 17,058 | — | 17,058 | |||||||||||||||||||||||
Loss before income taxes | (4,067 | ) | (41 | ) | (4,074 | ) | (6,574 | ) | (28,919 | ) | (52,438 | ) | — | (96,113 | ) | ||||||||||||||||
Long-lived assets(1) | 796,551 | 171,058 | 166,931 | 319,480 | 221,832 | 245,188 | (152,640 | ) | 1,768,400 | ||||||||||||||||||||||
Total assets | 1,609,569 | 299,670 | 251,201 | 658,464 | 371,152 | (481,597 | ) | (418,681 | ) | 2,289,778 | |||||||||||||||||||||
Capital expenditures, excluding acquisitions | 3,201 | 2,506 | 2,007 | 2,124 | 1,509 | 2,333 | — | 13,680 |
As of and for the three months ended June 30, 2014 | |||||||||||||||||||||||||||||||
U.S. Rig Services | Fluid Management Services | Coiled Tubing Services | Fishing and Rental Services | International | Functional Support(2) | Reconciling Eliminations | Total | ||||||||||||||||||||||||
Revenues from external customers | $ | 169,980 | $ | 62,087 | $ | 43,108 | $ | 49,340 | $ | 26,080 | $ | — | $ | — | $ | 350,595 | |||||||||||||||
Intersegment revenues | 167 | 32 | — | — | 2,547 | 543 | (3,289 | ) | — | ||||||||||||||||||||||
Depreciation and amortization | 14,630 | 8,255 | 5,968 | 12,088 | 7,795 | 3,448 | — | 52,184 | |||||||||||||||||||||||
Impairment expense | — | — | — | — | 28,687 | — | — | 28,687 | |||||||||||||||||||||||
Other operating expenses | 132,389 | 52,874 | 37,722 | 36,449 | 26,444 | 34,886 | — | 320,764 | |||||||||||||||||||||||
Operating income (loss) | 22,961 | 958 | (582 | ) | 803 | (36,846 | ) | (38,334 | ) | — | (51,040 | ) | |||||||||||||||||||
Interest expense, net of amounts capitalized | — | — | (1 | ) | — | 26 | 13,401 | — | 13,426 | ||||||||||||||||||||||
Income (loss) before income taxes | 23,520 | 1,183 | (392 | ) | 981 | (35,289 | ) | (51,736 | ) | — | (61,733 | ) | |||||||||||||||||||
Long-lived assets(1) | 774,613 | 208,563 | 232,228 | 412,033 | 269,153 | 256,298 | (160,271 | ) | 1,992,617 | ||||||||||||||||||||||
Total assets | 1,565,553 | 285,746 | 255,615 | 649,739 | 436,067 | (358,680 | ) | (388,932 | ) | 2,445,108 | |||||||||||||||||||||
Capital expenditures, excluding acquisitions | 25,759 | 896 | 2,000 | 7,691 | 1,796 | 2,762 | — | 40,904 |
As of and for the six months ended June 30, 2015 | |||||||||||||||||||||||||||||||
U.S. Rig Services | Fluid Management Services | Coiled Tubing Services | Fishing and Rental Services | International | Functional Support(2) | Reconciling Eliminations | Total | ||||||||||||||||||||||||
Revenues from external customers | $ | 214,075 | $ | 89,933 | $ | 52,626 | $ | 70,832 | $ | 37,829 | $ | — | $ | — | $ | 465,295 | |||||||||||||||
Intersegment revenues | 459 | 729 | — | 3,249 | 2,165 | 1,084 | (7,686 | ) | — | ||||||||||||||||||||||
Depreciation and amortization | 29,685 | 14,247 | 11,608 | 17,946 | 13,336 | 6,285 | — | 93,107 | |||||||||||||||||||||||
Impairment expense | — | — | 21,700 | — | 21,352 | — | — | 43,052 | |||||||||||||||||||||||
Other operating expenses | 180,522 | 74,269 | 47,223 | 59,516 | 41,623 | 78,572 | — | 481,725 | |||||||||||||||||||||||
Operating income (loss) | 3,868 | 1,417 | (27,905 | ) | (6,630 | ) | (38,482 | ) | (84,857 | ) | — | (152,589 | ) | ||||||||||||||||||
Interest expense, net of amounts capitalized | — | — | — | — | — | 30,400 | — | 30,400 | |||||||||||||||||||||||
Income (loss) before income taxes | 3,965 | 1,483 | (27,894 | ) | (6,800 | ) | (39,550 | ) | (118,377 | ) | — | (187,173 | ) | ||||||||||||||||||
Long-lived assets(1) | 796,551 | 171,058 | 166,931 | 319,480 | 221,832 | 245,188 | (152,640 | ) | 1,768,400 | ||||||||||||||||||||||
Total assets | 1,609,569 | 299,670 | 251,201 | 658,464 | 371,152 | (481,597 | ) | (418,681 | ) | 2,289,778 | |||||||||||||||||||||
Capital expenditures, excluding acquisitions | 12,862 | 3,800 | 4,121 | 5,619 | 2,875 | 3,398 | — | 32,675 |
As of and for the six months ended June 30, 2014 | |||||||||||||||||||||||||||||||
U.S. Rig Services | Fluid Management Services | Coiled Tubing Services | Fishing and Rental Services | International | Functional Support(2) | Reconciling Eliminations | Total | ||||||||||||||||||||||||
Revenues from external customers | $ | 334,731 | $ | 123,675 | $ | 87,603 | $ | 102,550 | $ | 58,177 | $ | — | $ | — | $ | 706,736 | |||||||||||||||
Intersegment revenues | 290 | 144 | — | — | 4,768 | 1,085 | (6,287 | ) | — | ||||||||||||||||||||||
Depreciation and amortization | 28,791 | 16,433 | 11,805 | 24,615 | 15,699 | 5,936 | — | 103,279 | |||||||||||||||||||||||
Impairment expense | — | — | — | — | 28,687 | — | — | 28,687 | |||||||||||||||||||||||
Other operating expenses | 258,637 | 103,937 | 70,242 | 74,302 | 61,128 | 63,686 | — | 631,932 | |||||||||||||||||||||||
Operating income (loss) | 47,303 | 3,305 | 5,556 | 3,633 | (47,337 | ) | (69,622 | ) | — | (57,162 | ) | ||||||||||||||||||||
Interest expense, net of amounts capitalized | — | — | (1 | ) | — | 28 | 26,953 | — | 26,980 | ||||||||||||||||||||||
Income (loss) before income taxes | 48,244 | 3,698 | 5,843 | 3,929 | (47,237 | ) | (95,817 | ) | — | (81,340 | ) | ||||||||||||||||||||
Long-lived assets(1) | 774,613 | 208,563 | 232,228 | 412,033 | 269,153 | 256,298 | (160,271 | ) | 1,992,617 | ||||||||||||||||||||||
Total assets | 1,565,553 | 285,746 | 255,615 | 649,739 | 436,067 | (358,680 | ) | (388,932 | ) | 2,445,108 | |||||||||||||||||||||
Capital expenditures, excluding acquisitions | 43,896 | 1,758 | 3,497 | 11,155 | 3,670 | 5,453 | — | 69,429 |
(1) | Long-lived assets include fixed assets, goodwill, intangibles and other non-current assets. |
(2) | Functional Support is geographically located in the United States. |
CONDENSED CONSOLIDATING UNAUDITED BALANCE SHEETS | ||||||||||||||||||||
June 30, 2015 | ||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Current assets | $ | 213,786 | $ | 262,473 | $ | 45,119 | $ | — | $ | 521,378 | ||||||||||
Property and equipment, net | — | 1,059,966 | 77,568 | — | 1,137,534 | |||||||||||||||
Goodwill | — | 556,658 | 4,381 | — | 561,039 | |||||||||||||||
Intercompany notes and accounts receivable and investment in subsidiaries | 3,047,124 | 1,228,949 | 49,976 | (4,326,049 | ) | — | ||||||||||||||
Other assets | — | 51,928 | 17,899 | — | 69,827 | |||||||||||||||
TOTAL ASSETS | $ | 3,260,910 | $ | 3,159,974 | $ | 194,943 | $ | (4,326,049 | ) | $ | 2,289,778 | |||||||||
Liabilities and equity: | ||||||||||||||||||||
Current liabilities | $ | 21,018 | $ | 115,315 | $ | 21,606 | $ | — | $ | 157,939 | ||||||||||
Long-term debt | 961,080 | — | — | — | 961,080 | |||||||||||||||
Intercompany notes and accounts payable | 1,162,648 | 2,710,438 | 131,150 | (4,004,236 | ) | — | ||||||||||||||
Deferred tax liabilities | 178,008 | 398 | (143 | ) | — | 178,263 | ||||||||||||||
Other long-term liabilities | 1,276 | 54,186 | 136 | — | 55,598 | |||||||||||||||
Equity | 936,880 | 279,637 | 42,194 | (321,813 | ) | 936,898 | ||||||||||||||
TOTAL LIABILITIES AND EQUITY | $ | 3,260,910 | $ | 3,159,974 | $ | 194,943 | $ | (4,326,049 | ) | $ | 2,289,778 |
CONDENSED CONSOLIDATING BALANCE SHEETS | ||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Current assets | $ | 39,020 | $ | 341,188 | $ | 53,587 | $ | — | $ | 433,795 | ||||||||||
Property and equipment, net | — | 1,128,776 | 106,482 | — | 1,235,258 | |||||||||||||||
Goodwill | — | 578,358 | 4,381 | — | 582,739 | |||||||||||||||
Intercompany notes and accounts receivable and investment in subsidiaries | 3,170,874 | 1,426,160 | 42,352 | (4,639,386 | ) | — | ||||||||||||||
Other assets | — | 56,664 | 14,307 | — | 70,971 | |||||||||||||||
TOTAL ASSETS | $ | 3,209,894 | $ | 3,531,146 | $ | 221,109 | $ | (4,639,386 | ) | $ | 2,322,763 | |||||||||
Liabilities and equity: | ||||||||||||||||||||
Current liabilities | $ | 22,046 | $ | 192,079 | $ | 27,733 | $ | — | $ | 241,858 | ||||||||||
Long-term debt | 737,691 | — | — | — | 737,691 | |||||||||||||||
Intercompany notes and accounts payable | 1,162,648 | 2,696,051 | 123,810 | (3,982,509 | ) | — | ||||||||||||||
Deferred tax liabilities | 228,199 | 398 | (134 | ) | (69 | ) | 228,394 | |||||||||||||
Other long-term liabilities | 1,264 | 55,182 | 311 | — | 56,757 | |||||||||||||||
Equity | 1,058,046 | 587,436 | 69,389 | (656,808 | ) | 1,058,063 | ||||||||||||||
TOTAL LIABILITIES AND EQUITY | $ | 3,209,894 | $ | 3,531,146 | $ | 221,109 | $ | (4,639,386 | ) | $ | 2,322,763 |
CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS | ||||||||||||||||||||
Three Months Ended June 30, 2015 | ||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Revenues | $ | — | $ | 185,061 | $ | 15,118 | $ | (2,683 | ) | $ | 197,496 | |||||||||
Direct operating expense | — | 148,714 | 11,325 | (1,198 | ) | 158,841 | ||||||||||||||
Depreciation and amortization expense | — | 43,085 | 2,811 | — | 45,896 | |||||||||||||||
General and administrative expense | 186 | 48,159 | 3,842 | (1,477 | ) | 50,710 | ||||||||||||||
Impairment expense | — | — | 21,352 | — | 21,352 | |||||||||||||||
Operating loss | (186 | ) | (54,897 | ) | (24,212 | ) | (8 | ) | (79,303 | ) | ||||||||||
Interest expense, net of amounts capitalized | 17,058 | — | — | — | 17,058 | |||||||||||||||
Other (income) loss, net | (582 | ) | 445 | (126 | ) | 15 | (248 | ) | ||||||||||||
Loss before income taxes | (16,662 | ) | (55,342 | ) | (24,086 | ) | (23 | ) | (96,113 | ) | ||||||||||
Income tax (expense) benefit | 30,756 | (74 | ) | 52 | — | 30,734 | ||||||||||||||
Net income (loss) | $ | 14,094 | $ | (55,416 | ) | $ | (24,034 | ) | $ | (23 | ) | $ | (65,379 | ) |
CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS | ||||||||||||||||||||
Three Months Ended June 30, 2014 | ||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Revenues | $ | — | $ | 326,835 | $ | 30,272 | $ | (6,512 | ) | $ | 350,595 | |||||||||
Direct operating expense | — | 245,267 | 20,632 | (3,016 | ) | 262,883 | ||||||||||||||
Depreciation and amortization expense | — | 48,702 | 3,482 | — | 52,184 | |||||||||||||||
General and administrative expense | 242 | 55,459 | 5,623 | (3,443 | ) | 57,881 | ||||||||||||||
Impairment expense | — | — | 28,687 | — | 28,687 | |||||||||||||||
Operating loss | (242 | ) | (22,593 | ) | (28,152 | ) | (53 | ) | (51,040 | ) | ||||||||||
Interest expense, net of amounts capitalized | 13,402 | (1 | ) | 25 | — | 13,426 | ||||||||||||||
Other income, net | (618 | ) | (572 | ) | (1,564 | ) | 21 | (2,733 | ) | |||||||||||
Loss before income taxes | (13,026 | ) | (22,020 | ) | (26,613 | ) | (74 | ) | (61,733 | ) | ||||||||||
Income tax (expense) benefit | 7,977 | 2,094 | (534 | ) | — | 9,537 | ||||||||||||||
Net loss | $ | (5,049 | ) | $ | (19,926 | ) | $ | (27,147 | ) | $ | (74 | ) | $ | (52,196 | ) |
CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS | ||||||||||||||||||||
Six Months Ended June 30, 2015 | ||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Revenues | $ | — | $ | 434,468 | $ | 38,069 | $ | (7,242 | ) | $ | 465,295 | |||||||||
Direct operating expense | — | 338,340 | 28,620 | (3,589 | ) | 363,371 | ||||||||||||||
Depreciation and amortization expense | — | 87,524 | 5,583 | — | 93,107 | |||||||||||||||
General and administrative expense | 407 | 113,794 | 7,793 | (3,640 | ) | 118,354 | ||||||||||||||
Impairment expense | — | 21,700 | 21,352 | — | 43,052 | |||||||||||||||
Operating loss | (407 | ) | (126,890 | ) | (25,279 | ) | (13 | ) | (152,589 | ) | ||||||||||
Interest expense, net of amounts capitalized | 30,400 | — | — | — | 30,400 | |||||||||||||||
Other (income) loss, net | (900 | ) | 4,486 | 583 | 15 | 4,184 | ||||||||||||||
Loss before income taxes | (29,907 | ) | (131,376 | ) | (25,862 | ) | (28 | ) | (187,173 | ) | ||||||||||
Income tax benefit | 61,618 | 3 | 497 | — | 62,118 | |||||||||||||||
Net income (loss) | $ | 31,711 | $ | (131,373 | ) | $ | (25,365 | ) | $ | (28 | ) | $ | (125,055 | ) |
CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF OPERATIONS | ||||||||||||||||||||
Six Months Ended June 30, 2014 | ||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Revenues | $ | — | $ | 657,310 | $ | 63,553 | $ | (14,127 | ) | $ | 706,736 | |||||||||
Direct operating expense | — | 481,925 | 45,684 | (6,424 | ) | 521,185 | ||||||||||||||
Depreciation and amortization expense | — | 96,465 | 6,814 | — | 103,279 | |||||||||||||||
General and administrative expense | 478 | 105,007 | 12,957 | (7,695 | ) | 110,747 | ||||||||||||||
Impairment expense | — | — | 28,687 | — | 28,687 | |||||||||||||||
Operating loss | (478 | ) | (26,087 | ) | (30,589 | ) | (8 | ) | (57,162 | ) | ||||||||||
Interest expense, net of amounts capitalized | 26,954 | (1 | ) | 27 | — | 26,980 | ||||||||||||||
Other income, net | (1,289 | ) | (1,296 | ) | (248 | ) | 31 | (2,802 | ) | |||||||||||
Loss before income taxes | (26,143 | ) | (24,790 | ) | (30,368 | ) | (39 | ) | (81,340 | ) | ||||||||||
Income tax benefit | 10,983 | 5,843 | 419 | — | 17,245 | |||||||||||||||
Net loss | $ | (15,160 | ) | $ | (18,947 | ) | $ | (29,949 | ) | $ | (39 | ) | $ | (64,095 | ) |
CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF CASH FLOWS | ||||||||||||||||||||
Six Months Ended June 30, 2015 | ||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | — | $ | (6,317 | ) | $ | 5,119 | $ | — | $ | (1,198 | ) | ||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Capital expenditures | — | (31,435 | ) | (1,240 | ) | — | (32,675 | ) | ||||||||||||
Intercompany notes and accounts | — | 41,993 | — | (41,993 | ) | — | ||||||||||||||
Other investing activities, net | — | 10,545 | — | — | 10,545 | |||||||||||||||
Net cash provided by (used in) investing activities | — | 21,103 | (1,240 | ) | (41,993 | ) | (22,130 | ) | ||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Proceeds from long-term debt | 305,550 | — | — | — | 305,550 | |||||||||||||||
Proceeds from borrowings on revolving credit facility | 130,000 | — | — | — | 130,000 | |||||||||||||||
Repayments on revolving credit facility | (200,000 | ) | — | — | — | (200,000 | ) | |||||||||||||
Payment of deferred financing costs | (11,072 | ) | — | — | — | (11,072 | ) | |||||||||||||
Repurchases of common stock | (312 | ) | — | — | — | (312 | ) | |||||||||||||
Intercompany notes and accounts | (41,993 | ) | — | — | 41,993 | — | ||||||||||||||
Other financing activities, net | (2,950 | ) | — | — | — | (2,950 | ) | |||||||||||||
Net cash provided by financing activities | 179,223 | — | — | 41,993 | 221,216 | |||||||||||||||
Effect of changes in exchange rates on cash | — | — | 289 | — | 289 | |||||||||||||||
Net increase in cash and cash equivalents | 179,223 | 14,786 | 4,168 | — | 198,177 | |||||||||||||||
Cash and cash equivalents at beginning of period | 19,949 | 450 | 6,905 | — | 27,304 | |||||||||||||||
Cash and cash equivalents at end of period | $ | 199,172 | $ | 15,236 | $ | 11,073 | $ | — | $ | 225,481 |
CONDENSED CONSOLIDATING UNAUDITED STATEMENTS OF CASH FLOWS | ||||||||||||||||||||
Six Months Ended June 30, 2014 | ||||||||||||||||||||
Parent Company | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Net cash provided by operating activities | $ | — | $ | 100,170 | $ | 7,098 | $ | — | $ | 107,268 | ||||||||||
Cash flows from investing activities: | ||||||||||||||||||||
Capital expenditures | — | (66,280 | ) | (3,149 | ) | — | (69,429 | ) | ||||||||||||
Intercompany notes and accounts | — | (41,350 | ) | — | 41,350 | — | ||||||||||||||
Other investing activities, net | — | 9,389 | — | — | 9,389 | |||||||||||||||
Net cash used in investing activities | — | (98,241 | ) | (3,149 | ) | 41,350 | (60,040 | ) | ||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||
Repayments of long-term debt | (3,573 | ) | — | — | — | (3,573 | ) | |||||||||||||
Proceeds from borrowings on revolving credit facility | 115,000 | — | — | — | 115,000 | |||||||||||||||
Repayments on revolving credit facility | (160,000 | ) | — | — | — | (160,000 | ) | |||||||||||||
Repurchases of common stock | (2,211 | ) | — | — | — | (2,211 | ) | |||||||||||||
Intercompany notes and accounts | 41,350 | — | — | (41,350 | ) | — | ||||||||||||||
Other financing activities, net | (1,221 | ) | — | — | — | (1,221 | ) | |||||||||||||
Net cash used in financing activities | (10,655 | ) | — | — | (41,350 | ) | (52,005 | ) | ||||||||||||
Effect of changes in exchange rates on cash | — | — | (81 | ) | — | (81 | ) | |||||||||||||
Net increase (decrease) in cash and cash equivalents | (10,655 | ) | 1,929 | 3,868 | — | (4,858 | ) | |||||||||||||
Cash and cash equivalents at beginning of period | 23,115 | 788 | 4,403 | — | 28,306 | |||||||||||||||
Cash and cash equivalents at end of period | $ | 12,460 | $ | 2,717 | $ | 8,271 | $ | — | $ | 23,448 |
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
WTI Cushing Oil(1) | NYMEX Henry Hub Natural Gas(1) | Average Baker Hughes U.S. Land Drilling Rigs(2) | |||||||||
2015: | |||||||||||
First Quarter | $ | 48.49 | $ | 2.90 | 1,353 | ||||||
Second Quarter | $ | 57.85 | $ | 2.75 | 876 | ||||||
2014: | |||||||||||
First Quarter | $ | 98.68 | $ | 5.18 | 1,779 | ||||||
Second Quarter | $ | 103.35 | $ | 4.61 | 1,796 | ||||||
Third Quarter | $ | 97.87 | $ | 3.96 | 1,842 | ||||||
Fourth Quarter | $ | 73.21 | $ | 3.78 | 1,856 |
(1) | Represents the average of the monthly average prices for each of the periods presented. Source: EIA and Bloomberg |
(2) | Source: www.bakerhughes.com |
Rig Hours | Trucking Hours | Key’s U.S. Working Days(1) | |||||||||||||
2015: | U.S. | International | Total | ||||||||||||
First Quarter | 271,005 | 36,950 | 307,955 | 418,032 | 62 | ||||||||||
Second Quarter | 232,169 | 25,555 | 257,724 | 342,271 | 63 | ||||||||||
Total 2015 | 503,174 | 62,505 | 565,679 | 760,303 | 125 | ||||||||||
2014: | |||||||||||||||
First Quarter | 347,047 | 46,090 | 393,137 | 481,353 | 63 | ||||||||||
Second Quarter | 355,219 | 33,758 | 388,977 | 493,494 | 63 | ||||||||||
Third Quarter | 365,891 | 34,603 | 400,494 | 506,486 | 64 | ||||||||||
Fourth Quarter | 341,313 | 41,156 | 382,469 | 481,653 | 61 | ||||||||||
Total 2014 | 1,409,470 | 155,607 | 1,565,077 | 1,962,986 | 251 |
(1) | Key's U.S. working days are the number of weekdays during the quarter minus national holidays. |
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
REVENUES | $ | 197,496 | $ | 350,595 | $ | 465,295 | $ | 706,736 | |||||||
COSTS AND EXPENSES: | |||||||||||||||
Direct operating expenses | 158,841 | 262,883 | 363,371 | 521,185 | |||||||||||
Depreciation and amortization expense | 45,896 | 52,184 | 93,107 | 103,279 | |||||||||||
General and administrative expenses | 50,710 | 57,881 | 118,354 | 110,747 | |||||||||||
Impairment expense | 21,352 | 28,687 | 43,052 | 28,687 | |||||||||||
Operating loss | (79,303 | ) | (51,040 | ) | (152,589 | ) | (57,162 | ) | |||||||
Interest expense, net of amounts capitalized | 17,058 | 13,426 | 30,400 | 26,980 | |||||||||||
Other (income) loss, net | (248 | ) | (2,733 | ) | 4,184 | (2,802 | ) | ||||||||
Loss before income taxes | (96,113 | ) | (61,733 | ) | (187,173 | ) | (81,340 | ) | |||||||
Income tax benefit | 30,734 | 9,537 | 62,118 | 17,245 | |||||||||||
NET LOSS | $ | (65,379 | ) | $ | (52,196 | ) | $ | (125,055 | ) | $ | (64,095 | ) |
Three Months Ended June 30, | |||||||
2015 | 2014 | ||||||
(in thousands) | |||||||
Interest income | $ | (25 | ) | $ | (30 | ) | |
Foreign exchange (gain) loss | 333 | (1,377 | ) | ||||
Other, net | (556 | ) | (1,326 | ) | |||
Total | $ | (248 | ) | $ | (2,733 | ) |
For the three months ended June 30, 2015 | ||||||||||||||||||||||||||||
U.S. Rig Services | Fluid Management Services | Coiled Tubing Services | Fishing and Rental Services | International | Functional Support | Total | ||||||||||||||||||||||
Revenues from external customers | $ | 93,253 | $ | 39,178 | $ | 21,609 | $ | 28,142 | $ | 15,314 | $ | — | $ | 197,496 | ||||||||||||||
Operating expenses | 97,385 | 39,237 | 25,692 | 34,716 | 44,185 | 35,584 | 276,799 | |||||||||||||||||||||
Operating loss | (4,132 | ) | (59 | ) | (4,083 | ) | (6,574 | ) | (28,871 | ) | (35,584 | ) | (79,303 | ) |
For the three months ended June 30, 2014 | ||||||||||||||||||||||||||||
U.S. Rig Services | Fluid Management Services | Coiled Tubing Services | Fishing and Rental Services | International | Functional Support | Total | ||||||||||||||||||||||
Revenues from external customers | $ | 169,980 | $ | 62,087 | $ | 43,108 | $ | 49,340 | $ | 26,080 | $ | — | $ | 350,595 | ||||||||||||||
Operating expenses | 147,019 | 61,129 | 43,690 | 48,537 | 62,926 | 38,334 | 401,635 | |||||||||||||||||||||
Operating income (loss) | 22,961 | 958 | (582 | ) | 803 | (36,846 | ) | (38,334 | ) | (51,040 | ) |
Six Months Ended June 30, | |||||||
2015 | 2014 | ||||||
(in thousands) | |||||||
Interest income | $ | (40 | ) | $ | (48 | ) | |
Foreign exchange (gain) loss | 1,593 | (11 | ) | ||||
Allowance for collectibility of notes receivable | 3,950 | — | |||||
Other, net | (1,319 | ) | (2,743 | ) | |||
Total | $ | 4,184 | $ | (2,802 | ) |
For the six months ended June 30, 2015 | ||||||||||||||||||||||||||||
U.S. Rig Services | Fluid Management Services | Coiled Tubing Services | Fishing and Rental Services | International | Functional Support | Total | ||||||||||||||||||||||
Revenues from external customers | $ | 214,075 | $ | 89,933 | $ | 52,626 | $ | 70,832 | $ | 37,829 | $ | — | $ | 465,295 | ||||||||||||||
Operating expenses | 210,207 | 88,516 | 80,531 | 77,462 | 76,311 | 84,857 | 617,884 | |||||||||||||||||||||
Operating income (loss) | 3,868 | 1,417 | (27,905 | ) | (6,630 | ) | (38,482 | ) | (84,857 | ) | (152,589 | ) |
For the six months ended June 30, 2014 | ||||||||||||||||||||||||||||
U.S. Rig Services | Fluid Management Services | Coiled Tubing Services | Fishing and Rental Services | International | Functional Support | Total | ||||||||||||||||||||||
Revenues from external customers | $ | 334,731 | $ | 123,675 | $ | 87,603 | $ | 102,550 | $ | 58,177 | $ | — | $ | 706,736 | ||||||||||||||
Operating expenses | 287,428 | 120,370 | 82,047 | 98,917 | 105,514 | 69,622 | 763,898 | |||||||||||||||||||||
Operating loss | 47,303 | 3,305 | 5,556 | 3,633 | (47,337 | ) | (69,622 | ) | (57,162 | ) |
Six Months Ended June 30, | ||||||||
2015 | 2014 | |||||||
(in thousands) | ||||||||
Net cash provided by (used in) operating activities | $ | (1,198 | ) | $ | 107,268 | |||
Cash paid for capital expenditures | (32,675 | ) | (69,429 | ) | ||||
Proceeds received from sale of fixed assets | 9,950 | 7,239 | ||||||
Proceeds from notes receivable | 595 | 2,150 | ||||||
Repayments of long-term debt | — | (3,573 | ) | |||||
Proceeds from long-term debt | 305,550 | — | ||||||
Proceeds from borrowings on revolving credit facility | 130,000 | 115,000 | ||||||
Repayments on revolving credit facility | (200,000 | ) | (160,000 | ) | ||||
Payment of deferred financing costs | (11,072 | ) | — | |||||
Other financing activities, net | (3,262 | ) | (3,432 | ) | ||||
Effect of exchange rates on cash | 289 | (81 | ) | |||||
Net increase (decrease) in cash and cash equivalents | $ | 198,177 | $ | (4,858 | ) |
Year | Principal Payments | ||
(in thousands) | |||
2015 | $ | 1,575 | |
2016 | 3,150 | ||
2017 | 3,150 | ||
2018 | 3,150 | ||
2019 and thereafter | 978,975 | ||
Total principal payments | $ | 990,000 |
Year | Percentage | |
2016 | 103.375 | % |
2017 | 102.250 | % |
2018 | 101.125 | % |
2019 and thereafter | 100.000 | % |
• | incur additional indebtedness and issue preferred equity interests; |
• | pay dividends or make other distributions or repurchase or redeem equity interests; |
• | make loans and investments; |
• | enter into sale and leaseback transactions; |
• | sell, transfer or otherwise convey assets; |
• | create liens; |
• | enter into transactions with affiliates; |
• | enter into agreements restricting subsidiaries’ ability to pay dividends; |
• | designate future subsidiaries as unrestricted subsidiaries; and |
• | consolidate, merge or sell all or substantially all of the applicable entities’ assets. |
June 30, 2015 | ||
(in thousands) | ||
ABL Facility | — | % |
Term Loan Facility | 10.38 | % |
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
Period | Number of Shares Purchased | Average Price Paid per Share(1) | |||||
April 1, 2015 to April 30, 2015 | 221 | $ | 1.86 | ||||
May 1, 2015 to May 31, 2015 | 38,330 | 2.59 | |||||
June 1, 2015 to June 30, 2015 | 768 | 1.74 | |||||
Total | 39,319 | $ | 2.57 |
(1) | The price paid per share with respect to the tax withholding repurchases was determined using the closing prices on the applicable vesting date, as quoted on the NYSE. |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | OTHER INFORMATION |
ITEM 6. | EXHIBITS |
KEY ENERGY SERVICES, INC. (Registrant) | ||||||
Date: | August 3, 2015 | By: | /s/ J. MARSHALL DODSON | |||
J. Marshall Dodson | ||||||
Senior Vice President and Chief Financial Officer (As duly authorized officer and Principal Financial Officer) |
Exhibit No. | Description | |
3.1 | Articles of Restatement of Key Energy Services, Inc. (Incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, File No. 001-08038.) | |
3.2 | Unanimous consent of the Board of Directors of Key Energy Services, Inc. dated January 11, 2000, limiting the designation of the additional authorized shares to common stock. (Incorporated by reference to Exhibit 3.2 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, File No. 001-08038.) | |
3.3 | Eighth Amended and Restated By-laws of Key Energy Services, Inc. as amended through March 16, 2015. (Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on March 17, 2015, File No. 001-08038.) | |
10.1†* | Key Energy Services, Inc. 2014 Equity and Cash Incentive Plan Performance Unit Award Agreement dated January 30th by and between Richard J. Alario and Key Energy Services, Inc. as revised June 13, 2015. | |
10.2† | Employment Agreement dated June 22, 2015 by and between Robert Drummond, Key Energy Services, Inc. and Key Energy Services, LLC (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 22, 2015, File No. 001-08038.) | |
10.3 | Loan and Security Agreement, dated as of June 1, 2015, among Key Energy Services, Inc. and Key Energy Services, LLC, as the borrowers, certain subsidiaries of the borrowers named as guarantors therein, the financial institutions party thereto from time to time as lenders, Bank of America, N.A., as administrative agent for the lenders, and Bank of America, N.A. and Wells Fargo Bank, National Association, as co-collateral agents for the lenders. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 2, 2015, File No. 001-08038.) | |
10.4 | Term Loan and Security Agreement, dated as of June 1, 2015, among Key Energy Services, Inc., as borrower, certain subsidiaries of the borrower named as guarantors therein, the financial institutions party thereto from time to time as lenders, Cortland Capital Market Services LLC, as agent for the lenders, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner.(Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 2, 2015, File No. 001-08038.) | |
31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101* | Interactive Data File. |
† | Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any Executive Officer participates. |
* | Filed herewith |
1. | Grant of Performance Unit. Pursuant solely to Section 7.4 of the Plan, the Company hereby grants the Participant a Performance Unit Award consisting of a target of 1,390,178 Performance Units. Each Performance Unit represents the value of one share of Common Stock. The number of Performance Units that the Participant will actually earn (which may be up to 200% of the target Performance Units) will be determined by the level of achievement of the Performance Goals set forth in Section 3 hereof. Upon the certification by the Administrator of the level of achievement of the Performance Goals for the Performance Period, the Company will pay out the Performance Units the Participant has earned for the Performance Period in cash. |
2. | Incorporation by Reference. The provisions of the Plan including, without limitation, Sections 11, 12, 14.5, 14.6, and 14.7 thereof, are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Administrator shall have the authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Participant and his or her legal representative in respect of any questions arising under the Plan or this Agreement. |
3. | Earning of Performance Units. |
(a) | Performance Goals. The number of Performance Units earned in respect of the Performance Period will be determined at the end of the Performance Period based on the relative placement of the Company within the group that consists of the Company and the Proxy Peer Group (the “Performance Group”), based on Total Shareholder Return as set forth in Section 3(b) below, as follows: |
Company Placement In Performance Group for the Performance Period | Performance Units Earned as a Percentage of Target |
First | 200% |
Second | 180% |
Third | 160% |
Fourth | 140% |
Fifth | 120% |
Sixth | 100% |
Seventh | 0% |
Eighth | 0% |
Ninth | 0% |
Tenth | 0% |
Eleventh | 0% |
Twelfth | 0% |
(b) | Proxy Peer Group TSR. In order to determine the Company’s placement, total shareholder return will be calculated by the Administrator or its designee for all members of the Proxy Peer Group on the same basis as Total Shareholder Return is calculated for the Company. |
(c) | Employment Condition. Except as provided in Section 5 and Section 6 hereof, a Participant must continue in Continuous Service through the payment date in respect of a Performance Unit to be eligible for payment with respect to the Performance Period. Except as provided in Section 5 and Section 6, if the Participant’s Continuous Service terminates for any reason before the payment date, the Participant will not receive any payment in respect of the Performance Units. |
(d) | Certification. Following completion of the Performance Period, the Administrator shall review and certify in writing whether, and to what extent, the performance goal for the Performance Period has been achieved and, if so, calculate and certify in writing the number of Performance Units that the Participant earned for such period based upon the Company’s TSR relative to the Proxy Peer Group. Performance Units that do not vest shall be forfeited as of the end of the Performance Period. |
4. | Payment. |
(a) | Timing. Payment in respect of the Performance Unit Award will be made in cash, less applicable tax withholding amounts, as soon as administratively practicable following completion of the certification required by Section 3(d) above, and in any event within sixty (60) days following the end of the Performance Period, except as otherwise provided in Section |
(b) | Amount. The amount payable to the Participant in respect of the Performance Period will be equal to the product of (i) and (ii) where (i) is the number of Performance Units earned for the Performance Period, as determined by the Administrator in accordance with Section 3, and (ii) is the closing price per share of the Common Stock on the last trading day of the Performance Period. |
5. | Termination of Employment. |
(a) | Death or Disability Following the end of the Performance Period. Notwithstanding the provisions of Section 3(c), in the case of the Participant’s death or Disability following the end of the Performance Period but prior to the payment date for the Performance Period, any payment earned by the Participant with respect to the Performance Period shall be paid to the Participant (or the Particpant’s beneficiary, as applicable) at the date described in Section 4(a). |
(b) | Participant Employment Agreement. Notwithstanding the foregoing, if termination of Continuous Service by Participant would cause the Equity-Based Incentives to vest under the terms of the Participant’s Employment Agreement, the Administrator shall cause the Performance Units to vest and be paid within sixty (60) days following the Participant’s termination of Continuous Service calculated as follows: |
i) | The Performance Period shall end as of the day immediately preceding the closing date of the termination of Continuous Service (the “Termination Date”) and the Final Stock Price for the Performance Period shall be based on the 30 calendar day period ending on the Termination Date and any dividends declared during the Performance Period and on or prior to the Termination Date (the “Termination Date Value.”) |
ii) | The Administrator shall calculate a “Termination Amount” equal to (x) the number of Performance Units that would be payable based on the Company’s TSR as of the Termination Date, as determined by the Administrator, and the Company’s placement within the Performance Group as of such date, multiplied by (y) the Termination Date Value and (z) the Pro-Rata Period. |
(c) | Other Termination of Employment. Except as provided above or in Section 6 below, all Performance Units with respect to the Performance Period shall be forfeited upon the Participant’s termination of Continuous Service before the payment date for the Performance Period. |
6. | Change in Control. |
(a) | If a Change in Control occurs during the Performance Period, the Administrator shall calculate a Change in Control Amount as follows: |
i) | The Performance Period shall end as of the day immediately preceding the closing date of the Change in Control (the “Change in Control Date”) and the Final Stock Price for the Performance Period shall be based on the 30 calendar day period ending on the Change in Control Date and any dividends declared during the Performance Period and on or prior to the Change in Control Date (the “Change in Control Value”). |
ii) | The Administrator shall calculate a “Change in Control Amount” equal to (x) the number of Performance Units that would be payable based on the Company’s TSR as of the Change |
(b) | If a Change in Control occurs during the Performance Period and the Participant continues in Continuous Service through December 31, 2017, the Change in Control Amount shall be paid in cash between January 1, 2018 and March 1, 2018. |
(c) | Notwithstanding the foregoing, if a Change in Control occurs during the Performance Period, and the Participant’s Continuous Service is terminated by the Company without Cause upon or following the Change in Control and prior to the payment date, then the Change in Control Amount shall vest and be paid within sixty (60) days following the Participant’s termination of Continuous Service. |
(d) | Notwithstanding the foregoing, in the event of a Change in Control, the Administrator may take such other actions with respect to the Performance Units as it deems appropriate pursuant to the Plan and any applicable employment agreement between the Participant and the Company or an Affiliate. |
7. | Tax Withholding. The Company shall have the right to withhold from any payment due under the Plan and this Agreement an amount equal to the applicable required withholding obligation in respect of any federal, state or local tax. |
8. | No Rights as Stockholder. The Participant shall have no rights as a stockholder with respect to the shares of Common Stock underlying the Performance Units, nor shall the Participant have any rights to Dividend Equivalents with respect to the Performance Units. |
9. | Restrictive Covenants. If the Participant’s primary work location is in a State other than California, then the provisions of Appendix A attached hereto shall apply to the Participant. If the Participant’s primary work location is in California, then the provisions of Appendix B attached hereto shall apply to the Participant. |
10. | Compliance with Laws, Regulations and Company Policies. The grant and payment of the Performance Units shall be subject to compliance by the Company and the Participant with all applicable requirements of state and federal laws and regulatory agencies and with all applicable requirements of any stock exchange on which the Company’s Common Stock may be listed at the time of such issuance or transfer, if applicable. This Performance Unit Award shall also be subject to any applicable clawback or recoupment policies, share trading and stock ownership policies, and other policies that may be implemented by the Board from time to time. |
11. | Section 409A. Any amounts payable with respect to the Performance Units are intended to be exempt from Section 409A of the Code in reliance on the short-term deferral exemption set forth in the final regulations issued thereunder. If any amounts payable with respect to the Performance Units are determined to be subject to Section 409A of the Code, such payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code. All payments to be made upon a termination of employment may only be made upon a “separation from service” under Section 409A of the Code. For purposes of Section 409A of the Code, each payment shall be treated as a separate payment. In no event may the Participant, directly or indirectly, designate the calendar year in which the payments under this Award Letter will be made. Notwithstanding anything in this Agreement to the contrary, if the Participant is a “specified employee” as defined by Section 409A of the Code, then if and to the extent required by Section 409A of the Code, any payment with respect to the Performance Units upon a separation from service will not be made be made before the date that is six months after the Participant separates from service or such earlier date permitted by Section 409A of the Code. |
12. | No Right to Continuous Service. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company or any of its Affiliates to terminate the Participant’s Continuous Service at any time. |
13. | Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, telecopier, courier service or personal delivery: |
14. | Bound by Plan. By accepting this Agreement, the Participant acknowledges that he or she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all of the terms and provisions of the Plan. |
15. | Beneficiary. The Participant may file with the Administrator a written designation of a beneficiary on such form as may be prescribed by the Administrator and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the legal representative of the Participant’s estate shall be deemed to be the Participant’s beneficiary. |
16. | Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and on the Participant and the beneficiaries, executors, administrators, heirs, and successors of the Participant. |
17. | Amendment of Performance Unit Award. Subject to Section 18 of this Agreement and subject to the terms of the Plan, the Administrator at any time and from time to time may amend the terms of this Performance Unit Award; provided, however, that the Participant’s rights under this Performance Unit Award shall not be impaired by any such amendment unless the Company requests the Participant’s consent and the Participant consents in writing, or except as otherwise permitted under the Plan. |
18. | Adjustment Upon Changes in Capitalization. The shares of Common Stock underlying the Performance Units and the Performance Goals may be adjusted as provided in the Plan including, without limitation, Section 11 of the Plan. The Participant, by his or her execution and entry into this Agreement, irrevocably and unconditionally consents and agrees to any such adjustments as may be made at any time hereafter. |
19. | Governing Law and Venue. The provisions of this Agreement shall be construed and enforced in accordance with the laws and decisions of the State of Texas, without regard to Texas’ conflict of law principles. Any dispute or conflict between the parties shall be brought in a state or federal court located in Harris County, Texas. The parties hereto submit to jurisdiction and venue in Harris County, Texas and all objections to such venue and jurisdiction are hereby waived. |
20. | Severability. If any provision of this Agreement or any part of any provision of this Agreement is determined to be unenforceable for any reason whatsoever, it shall be severable from the rest of the Agreement and shall not invalidate or affect the other portions or parts of this Agreement, which shall remain in full force and effect. Furthermore, each covenant contained in this Agreement shall stand independently and be enforceable without regard to any other covenants or to any other provisions of this Agreement. |
21. | Waiver. The waiver by the Company of a breach of any provision contained in this Agreement shall not operate or be construed as a waiver of any subsequent breach or as a waiver of any other provisions of this Agreement. |
22. | Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Agreement. |
23. | Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. |
24. | Definitions. |
(a) | “Employment Agreement” means the employment agreement between the Company (or its affiliate or subsidiary) and the Participant. |
(b) | “Equity-Based Incentives” shall have the meaning set forth in the Participant’s Employment Agreement. |
(c) | “Final Stock Price” means the sum of (i) and (ii) where (i) is the average closing stock price of the Common Stock for the last thirty (30) trading days of the Performance Period and (ii) is any dividends paid per share over the Performance Period. |
(d) | “Initial Stock Price” means the average closing stock price of the Common Stock for the thirty (30) trading days immediately preceding the Performance Period. |
(e) | “Performance Period” means the period from January 1, 2015 through December 31, 2017, subject to Section 6 above. |
(f) | “Pro-Rata Period” means the pro-rata time period of Continuous Service during the Performance Period determined by dividing (i) by (ii), where (i) equals the total number of days of Participant’s Continuous Service beginning and including January 1, 2015 until the Termination Date and (ii) is the total number of days in the Performance Period. |
(g) | “Proxy Peer Group” means Basic Energy Services, Inc. (BAS); C&J Energy Services, Inc. (CJES); Exterran Holdings, Inc. (EXH); Helix Energy Solutions Group, Inc. (HLX); Oceaneering International, Inc. (OII); Oil States International, Inc. (OIS); Patterson-UTI Energy, Inc. (PTEN); Pioneer Energy Services Corp (PES); RPC, Inc. (RES); Seventy Seven Energy Inc. (SSE); and Superior Energy Services, Inc. (SPN). |
(h) | “Total Shareholder Return” or “TSR” means the change in value of a share of Common Stock determined by dividing (i) by (ii), where (i) equals the Final Stock Price minus the Initial Stock Price and (ii) equals the Initial Stock Price. |
Address: | 1301 McKinney Street, |
Houston, Texas 77056 |
(a) | The Participant acknowledges that the Company and its Affiliates (collectively, the “Key Energy Companies”) will provide the Participant with “Confidential Information” throughout the Participant’s employment with the Key Energy Companies. In addition to its meaning under the applicable law, Confidential Information shall include all non-public information owned, possessed, developed, or used by the Key Energy Companies, whether or not created or maintained in written form, which constitutes, relates to, or refers to the Key Energy Companies or their business, including, but not limited to, any and all of the following: techniques, know-how, policies, procedures, intellectual property, technology, procurement requirements, purchasing and financial information, accounting information, manufacturing information, customer lists, data, and information, pricing, procedures and methods, strategies, expenditures, business plans and forecasts, marketing and financial information, costs, business prospects, business opportunities, financial data, commercial data, custom or proprietary data, prices, trade secrets, designs, design specifications, strategic plans, product development information (or other proprietary product data), marketing plans, processes, techniques, formulas, inventions, devices, training manuals, training materials, computer programs, databases, client documents, client lists, client contact information, risk management, engineering data, analytical models, vendor lists, vendor contact information, employee names, compensation, competencies, skills, performance or other employee information, and any similar or other non-public or proprietary information. The Participant agrees that Confidential Information shall be and remain the sole and absolute property of the Key Energy Companies. Upon termination of the Participant’s Continuous Service for any reason, the Participant shall immediately return to the Key Energy Companies all documents and materials that contain or constitute Confidential Information of the Key Energy Companies, in any form whatsoever, including, but not limited to, all copies, summaries, and abstracts thereof. The Participant agrees not to disclose, use, re-create, copy, duplicate, or otherwise permit the use, re-creation, disclosure, unauthorized copying, or duplication of any Confidential Information of the Key Energy Companies other than in connection with authorized activities conducted in the course of the Participant’s service with the Key Energy Companies for the benefit of the Key Energy Companies. All Confidential Information that by its nature cannot be returned, including, but not limited to, electronic information, shall be obliterated and destroyed upon termination of the Participant’s Continuous Service. |
(b) | Good-Will. As a result of the Performance Units granted herein, and/or the Participant’s position with the Key Energy Companies, the Participant will develop and cultivate the business Good-Will of the Key Energy Companies, which includes but is not limited to the relationships between the Key Energy Companies and its Customers or Other Third Parties, as defined herein (“Good-Will”). The Participant understands and acknowledges that the restrictive covenants herein are in part designed to protect the Good-Will of the Key Energy Companies. |
(c) | Non-Competition. In exchange for the Confidential Information provided to the Participant as described in Section (a) above, the grant of the Performance Units hereunder, and the Good-Will of the Key Energy Companies associated with the Performance Units as described in Section (b) above, employment, and other consideration as provided herein, the Participant agrees that the Participant will not, directly or indirectly, own, manage, operate, join, become |
(d) | Non-Solicitation of Service Providers. In exchange for the Confidential Information provided to the Participant as described in Section (a) above, the grant of the Performance Units hereunder, employment, and other consideration as provided herein, the Participant agrees that the Participant will not, directly or indirectly, solicit any Service Provider of the Key Energy Companies to leave his or her employment or service with the Key Energy Companies, employ or seek to employ, or hire or seek to hire, any Service Provider of the Key Energy Companies, or cause or induce any Competing Business to solicit or employ any Service Provider of the Key Energy Companies during the Prohibited Period within the Restricted Area. |
(e) | Non-Solicitation of Customers or Other Third Parties. In exchange for the Confidential Information provided to the Participant as described in Section (a) above, the grant of the Performance Units hereunder, employment, and other consideration as provided herein, the Participant agrees that the Participant will not, directly or indirectly, recruit, solicit, or otherwise induce or influence in any way any of the then existing Customers or Other Third Parties to discontinue or reduce the extent of their business relationship with the Key Energy Companies during the Prohibited Period within the Restricted Area. |
(f) | Definitions. For purposes of this Appendix A: |
i) | “Business” means any and all onshore or offshore oil and gas services provided by the Key Energy Companies to any client or customer of the Key Energy Companies. |
ii) | “Competing Business” means any business, individual, partnership, firm, corporation, or other entity (other than the Key Energy Companies) that engages in any aspect of the Business with which the Participant was involved within 12 months before the termination of the Participant’s Continuous Service, or provides services so similar in nature to those which the Key Energy Companies provide and with which the Participant was involved within 12 months before the termination of the Participant’s Continuous Service that it would displace business opportunities or customers of the Key Energy Companies, within the Restricted Area. The Participant will be considered to be involved with an aspect of the Business if the Participant has business-related interactions, or receives Confidential Information, with respect to such aspect of the Business. |
iii) | “Customers or Other Third Parties” means any customers, distributors, or sales representatives of the Key Energy Companies with whom the Participant had direct business dealings, or otherwise had access to Confidential Information about, during the Participant’s employment with the Key Energy Companies. |
iv) | “Prohibited Period” means the period during which the Participant is employed by the Key Energy Companies and the twelve (12) month period following the date on which the Participant’s Continuous Service terminates for any reason. |
v) | If the Participant at any time works primarily at a facility other than in Louisiana, “Restricted Area” means the 100 mile radius surrounding the location where the Participant primarily performed services or reported during the last two (2) years of the Participant’s period of employment with the Key Energy Companies. If the Participant at any time works primarily at a facility in Louisiana, then “Restricted Area” means the 100 mile radius surrounding any of the following parishes in which the Participant primarily performed services or reported during the last two (2) years |
vi) | “Service Provider” means any person who is personally providing services to the Key Energy Companies as an employee, consultant or independent contractor. |
(g) | Effect of Employment or Other Agreement. Notwithstanding the foregoing, in the event of any inconsistency between the covenants set forth above in Sections (a), (b), (c), (d), or (e) and the restrictive covenants in any written employment or other agreement entered into between any of the Key Energy Companies and the Participant, the restrictive covenants of such employment or other agreement shall control; provided that Sections (i) and (j) of this Appendix A shall apply to this Performance Unit Award in the event of any breach of the restrictive covenants of such employment or other agreement. |
(h) | Enforceability. The parties agree that if the scope or enforceability of the covenants set forth in this Appendix A are in any way disputed at any time, it is the intent of the parties that a court or other trier of fact modify and enforce the covenants to the extent required to render them enforceable. |
(i) | Injunctive Relief and Other Equitable Relief. The Participant acknowledges and agrees that the business of the Key Energy Companies is highly competitive, that the Confidential Information has been developed by the Key Energy Companies at significant expense and effort, and that the restrictions contained in this Appendix A are reasonable and necessary to protect the legitimate business interests of the Key Energy Companies. The Participant acknowledges that the services the Participant will render to the Key Energy Companies are of a special, unique, and extraordinary character, which give them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in any action at law. By reason of this, the Participant consents and agrees that in addition to any other remedies the Key Energy Companies may have at law, the forfeiture requirements set forth in Section (j) below, and the remedies set forth in Section 14.5 of the Plan, if the Participant violates any provision or covenant set forth in this Appendix A, the Key Energy Companies shall be entitled to the remedies of injunction, specific performance, and other equitable relief. This Appendix A shall not, however, be construed as a waiver of any of the rights to which the Key Energy Companies may be entitled for damages or otherwise. |
(j) | The Participant acknowledges and agrees that in the event the Participant breaches any of the covenants or agreements contained in this Appendix A (including covenants described in Section (g)): |
i) | The Committee may in its discretion determine that the Participant shall forfeit all of the outstanding Performance Units, and the outstanding Performance Units shall immediately terminate, and |
ii) | The Committee may in its discretion require the Participant to return to the Company any payment received in settlement of the Performance Units, in such manner and on such terms as may be required by the Committee. The Company shall be entitled to set-off against such amounts any amount owed to the Participant by the Company, subject to compliance with Section 409A of the Code, if applicable. The Committee shall exercise the right of recoupment provided in this Section (j)(ii) within one year after the Participant’s breach of any of the covenants or agreements contained in this Appendix A (including covenants described in Section (g)). |
(a) | The Participant acknowledges that the Company and its Affiliates (collectively, the “Key Energy Companies”) will provide the Participant with “Confidential Information” throughout the Participant’s employment with the Key Energy Companies. In addition to its meaning under the applicable law, Confidential Information shall include all non-public information owned, possessed, developed, or used by the Key Energy Companies, whether or not created or maintained in written form, which constitutes, relates to, or refers to the Key Energy Companies or their business, including, but not limited to, any and all of the following: techniques, know-how, policies, procedures, intellectual property, technology, procurement requirements, purchasing and financial information, accounting information, manufacturing information, customer lists, data, and information, pricing, procedures and methods, strategies, expenditures, business plans and forecasts, marketing and financial information, costs, business prospects, business opportunities, financial data, commercial data, custom or proprietary data, prices, trade secrets, designs, design specifications, strategic plans, product development information (or other proprietary product data), marketing plans, processes, techniques, formulas, inventions, devices, training manuals, training materials, computer programs, databases, client documents, client lists, client contact information, risk management, engineering data, analytical models, vendor lists, vendor contact information, employee names, compensation, competencies, skills, performance or other employee information, and any similar or other non-public or proprietary information. The Participant agrees that Confidential Information shall be and remain the sole and absolute property of the Key Energy Companies. Upon termination of the Participant’s Continuous Service for any reason, the Participant shall immediately return to the Key Energy Companies all documents and materials that contain or constitute Confidential Information of the Key Energy Companies, in any form whatsoever, including, but not limited to, all copies, summaries, and abstracts thereof. The Participant agrees not to disclose, use, re-create, copy, duplicate, or otherwise permit the use, re-creation, disclosure, unauthorized copying, or duplication of any Confidential Information of the Key Energy Companies other than in connection with authorized activities conducted in the course of the Participant’s service with the Key Energy Companies for the benefit of the Key Energy Companies. All Confidential Information that by its nature cannot be returned, including, but not limited to, electronic information, shall be obliterated and destroyed upon termination of the Participant’s Continuous Service. |
(b) | Non-Solicitation of Service Providers. In exchange for the Confidential Information provided to the Participant as described in Section (a) above, the grant of the Performance Units hereunder, employment, and other consideration as provided herein, the Participant agrees that the Participant will not, directly or indirectly, solicit any Service Provider of the Key Energy Companies to leave his or her employment or service with the Key Energy Companies, employ or seek to employ, or hire or seek to hire, any Service Provider of the Key Energy Companies, or cause or induce any Competing Business to solicit or employ any Service Provider of the Key Energy Companies during the Prohibited Period within the Restricted Area. |
(c) | Non-Solicitation of Customers or Other Third Parties. In exchange for the Confidential Information provided to the Participant as described in Section (a) above, the grant of the Performance Units hereunder, employment, and other consideration as provided herein, the Participant agrees that the Participant will not, on behalf of a Competing Business or otherwise, |
(d) | Definitions. For purposes of this Appendix B: |
i) | “Business” means any and all onshore or offshore oil and gas services provided by the Key Energy Companies to any client or customer of the Key Energy Companies. |
ii) | “Competing Business” means any business, individual, partnership, firm, corporation, or other entity (other than the Key Energy Companies) that engages in any aspect of the Business with which the Participant was involved within 12 months before the termination of the Participant’s Continuous Service, or provides services so similar in nature to those which the Key Energy Companies provide and with which the Participant was involved within 12 months before the termination of the Participant’s Continuous Service that it would displace business opportunities or customers of the Key Energy Companies, within the Restricted Area. The Participant will be considered to be involved with an aspect of the Business if the Participant has business-related interactions, or receives Confidential Information, with respect to such aspect of the Business. |
iii) | “Customers or Other Third Parties” means any customers, distributors, or sales representatives of the Key Energy Companies with whom the Participant had direct business dealings, or otherwise had access to Confidential Information about, during the Participant’s employment with the Key Energy Companies. |
iv) | “Prohibited Period” means the period during which the Participant is employed by the Key Energy Companies and the twelve (12) month period following the date on which the Participant’s Continuous Service terminates for any reason. |
v) | “Restricted Area” means the 100 mile radius surrounding any location where the Participant performed services, reported or regularly attended during the last two (2) years of the Participant’s period of employment with the Key Energy Companies. |
vi) | “Service Provider” means any person who is personally providing services to the Key Energy Companies as an employee, consultant or independent contractor. |
(e) | Effect of Employment or Other Agreement. Notwithstanding the foregoing, in the event of any inconsistency between the covenants set forth above in Sections (a), (b) or (c) and the restrictive covenants in any written employment or other agreement entered into between any of the Key Energy Companies and the Participant, the restrictive covenants of such employment or other agreement shall control; provided that Sections (g) and (h) of this Appendix B shall apply to this Performance Unit Award in the event of any breach of the restrictive covenants of such employment or other agreement. |
(f) | Enforceability. The parties agree that if the scope or enforceability of the covenants set forth in this Appendix B are in any way disputed at any time, it is the intent of the parties that a court or other trier of fact modify and enforce the covenants to the extent required to render them enforceable. |
(g) | Injunctive Relief and Other Equitable Relief. The Participant acknowledges and agrees that the business of the Key Energy Companies is highly competitive, that the Confidential Information has been developed by the Key Energy Companies at significant expense and effort, and that the restrictions contained in this Appendix B are reasonable and necessary to |
(h) | The Participant acknowledges and agrees that in the event the Participant breaches any of the covenants or agreements contained in this Appendix B (including covenants described in Section (e)): |
i) | The Committee may in its discretion determine that the Participant shall forfeit all of the outstanding Performance Units, and the outstanding Performance Units shall immediately terminate, and |
ii) | The Committee may in its discretion require the Participant to return to the Company any payment received in settlement of the Performance Units, in such manner and on such terms as may be required by the Committee. The Company shall be entitled to set-off against such amounts any amount owed to the Participant by the Company, subject to compliance with Section 409A of the Code, if applicable. The Committee shall exercise the right of recoupment provided in this Section (h)(ii) within one year after the Participant’s breach of any of the covenants or agreements contained in this Appendix B (including covenants described in Section (e)). |
Dated: | August 3, 2015 | /s/ RICHARD J. ALARIO | |
Richard J. Alario | |||
Chief Executive Officer | |||
(Principal Executive Officer) |
Dated: | August 3, 2015 | /s/ J. MARSHALL DODSON | |
J. Marshall Dodson | |||
Senior Vice President and Chief Financial Officer | |||
(Principal Financial Officer) |
Dated: | August 3, 2015 | /s/ RICHARD J. ALARIO | |
Richard J. Alario | |||
Chief Executive Officer | |||
(Principal Executive Officer) |
Dated: | August 3, 2015 | /s/ J. MARSHALL DODSON | |
J. Marshall Dodson | |||
Senior Vice President and Chief Financial Officer | |||
(Principal Financial Officer) |
OTHER BALANCE SHEET INFORMATION - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands |
Jun. 30, 2015 |
Dec. 31, 2014 |
---|---|---|
Other non-current liabilities: | ||
Asset retirement obligations | $ 12,608 | $ 12,525 |
Environmental liabilities | 5,531 | 5,730 |
Accrued rent | 0 | 263 |
Accrued sales, use and other taxes | 6,145 | 5,411 |
Other | 2,721 | 3,138 |
Total | $ 27,005 | $ 27,067 |
LONG-TERM DEBT LONG-TERM DEBT - Letter of Credit Facility (Details) $ in Millions |
Jun. 30, 2015
USD ($)
|
---|---|
Debt Disclosure [Abstract] | |
Maximum borrowing capacity | $ 15.0 |
Letters of Credit Outstanding, Amount | $ 2.0 |
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