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8-K - FORM 8-K - KEY ENERGY SERVICES INC | c91579e8vk.htm |
EX-10.1 - EXHIBIT 10.1 - KEY ENERGY SERVICES INC | c91579exv10w1.htm |
Exhibit 99.1
For Immediate Release: | Contact: Trey Whichard | |
Wednesday, October 28, 2009 | (713) 651-4406 |
KEY ENERGY SERVICES ANNOUNCES THIRD QUARTER 2009 RESULTS AND CREDIT FACILITY AMENDMENT
Amended Credit Facility Provides Increased Flexibility to Support Continued Growth
HOUSTON, TX, October 28, 2009 Key Energy Services, Inc. (NYSE: KEG) announced its results for the
quarter ended September 30, 2009 and an amendment to its credit facility. The companys earnings
conference call will be held tomorrow at 9:30 a.m. CDT.
Third Quarter Results
For the third quarter of 2009, Key Energy Services reported revenue of $237.7 million and a net
loss of $124.9 million, or $1.03 per fully diluted share. The net loss includes previously
announced pre-tax charges of $159.8 million for rig retirements and asset impairments. Excluding
these items, the net loss for the third quarter of 2009 was $24.1 million, or $0.20 per fully
diluted share. Revenue declined 1.6% from the previous quarter, and 55.6% from last years third
quarter.
Comparatively, the average Baker Hughes U.S. land rig count increased 6% from the previous quarter,
and was down 51% from last years third quarter.
The following table sets forth data for the third quarter and prior periods:
Three Months Ended | ||||||||||||
September 30, | June 30, | September 30, | ||||||||||
2009 | 2009 | 2008 | ||||||||||
(in millions, except per share data) | ||||||||||||
(unaudited) | ||||||||||||
Revenues |
$ | 237.7 | $ | 241.5 | $ | 535.6 | ||||||
(Loss) income attributable to
common stockholders |
$ | (124.9 | ) | $ | (18.5 | ) | $ | 48.5 | ||||
Diluted (loss) earnings per share |
$ | (1.03 | ) | $ | (0.15 | ) | $ | 0.39 | ||||
Adjusted EBITDA (defined below) |
$ | 16.7 | $ | 22.2 | $ | 130.9 |
Keys Well Servicing segment reported third quarter revenue of $194.1 million, down 2% from $197.9
million generated in the second quarter of 2009. Sequentially, revenue in North America was down
3%, which was offset somewhat by a 6% increase in international revenue. A pre-tax charge of $65.9
million related to the retirement of approximately 250 service rigs is reflected in the operating
loss of $58.0 million reported in the Well Servicing segment. Excluding this charge, third quarter
operating income was $7.9 million, or 4% of revenue. This compares to operating income of $15.5
million, or 8% of revenue, generated in the second quarter of 2009. Sequential average pricing was
down 2.7% in the third quarter compared to the second quarter average, which accounts for a
majority of the 400 basis point decline in operating income margins, exclusive of the retirement
charge. Pricing appears to have stabilized during the third quarter, consistent with pricing levels
experienced late in the second quarter of 2009.
Keys Production Services segment reported revenue of $43.6 million, essentially flat with second
quarter 2009 revenues of $43.5 million. A pre-tax charge of $93.9 million, resulting from asset
impairments, is reflected in the operating loss of $103.1 million for the third quarter of 2009.
Excluding this charge, third quarter 2009 operating loss was $9.2 million, as compared to an
operating loss of $8.9 million generated in the second quarter of 2009.
Keys total general and administrative expenses included in its reported segments were $41.1
million during the quarter, a decline of $4.3 million from the second quarter of 2009.
International
On September 1, 2009, Key increased its Russian investment in GeoStream by approximately $16.4
million, resulting in a controlling interest. GeoStreams financial results have been consolidated
with Keys beginning September 1, 2009, and are included in its Well Servicing segment. Revenue
contributed by GeoStream for the month of September was $1.3 million. Concurrently with the
investment, GeoStream paid Key a down payment of approximately $16.0 million towards the purchase
of equipment from Key, including two workover rigs, two drilling rigs, associated support
equipment, cementing equipment and fishing tools. Delivery of this equipment to Russia is
scheduled to be completed over the first and second quarters of 2010.
The company has delivered the previously announced three additional service rigs to its operations
in Mexico; these rigs will begin working by the end of 2009. In Argentina, revenue in the third
quarter of 2009 was up slightly as the market experienced modest recovery towards the end of the
quarter; however, labor issues continued to negatively impact earnings.
Liquidity and Capital Expenditures; Credit Agreement Amendment
Total capital expenditures were approximately $35.6 million for the third quarter of 2009 and
$103.0 million for the first nine months of 2009. The company expects capital expenditures for the
full year 2009 to approximate $125.0 million. The companys consolidated cash balance of $93.1
million includes approximately $12.0 million of cash in GeoStreams bank accounts.
On October 27, 2009, Key entered into an amendment to its senior secured revolving credit facility
due 2012. With the amendment, the company reduced the total available principal amount under the
facility from $400.0 million to $300.0 million to reflect the current needs of Keys business. As
of October 27, 2009, the company had $87.8 million in outstanding borrowings under the facility and
$43.2 million in outstanding letters of credit, leaving, under the amended facility, approximately
$169.0 million available to borrow. Concurrently with the amendment process, Key also replaced the
commitment held by Lehman Commercial Paper, Inc. with a new lender so the $300.0 million commitment
will be fully available. The company retained the $100.0 million accordion feature in the credit
facility, allowing for an increase in the facility subject to lenders approval, should Keys
future needs and economic conditions warrant. Among other modifications, the amendment removed the
requirement to maintain a ratio of maximum consolidated debt to EBITDA (as defined in the credit
facility), and replaced it with a requirement to maintain a 45% consolidated debt to capitalization
ratio together with a requirement to maintain a minimum ratio of senior secured debt to EBITDA (as
defined in the credit facility). In addition, certain other covenants were modified which will
increase Keys ability to invest internationally.
Commenting on the credit facility amendment, Dick Alario, Chairman, President and CEO, stated, We
are very pleased with the credit facility amendment, which provides increased flexibility necessary
to manage the company through this down-cycle without compromising our ability to pursue growth
opportunities. I thank our Key team that led this effort and appreciate our bank groups ability to
deliver the desired outcome.
Overview and Outlook
Commenting on industry conditions, Alario further stated, In contrast to ending the second quarter
of 2009 after seven months of successive activity and pricing declines, we leave the third quarter
at activity levels higher than where we started the quarter and with pricing that appears to have
found bottom. We remain guarded about the rate of improvement in our North American oil markets;
however, we are encouraged by our recent activity increases. Meanwhile, our international expansion
effort continues to gain momentum. In addition to successfully increasing our market presence in
Mexico, new equipment will begin arriving in Russia in the fourth quarter and should start working
early in 2010.
Conference Call
Key will hold an investor conference call tomorrow, October 29, 2009, at 9:30 a.m. CDT. To access
the call, which is open to the public, please call the conference call operator at the following
number: (888) 794-4637 and ask for the Key Energy Services Conference Call. International callers
should dial (660) 422-4879. The conference call will also be available on the web. To access the
webcast, go to www.keyenergy.com and select Investor Relations. A replay of the conference call
will be available beginning October 29, 2009, at 1:00 p.m. CDT and will be available for one week.
To access the replay, please call (800) 642-1687. The access code for the replay is 36015253.
Condensed Consolidated Statements of Operations (in thousands, except per share amounts):
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
(unaudited) | ||||||||||||||||
REVENUES |
$ | 237,671 | $ | 535,620 | $ | 811,118 | $ | 1,494,022 | ||||||||
COSTS AND EXPENSES: |
||||||||||||||||
Direct operating expenses |
179,901 | 342,195 | 580,981 | 946,324 | ||||||||||||
Depreciation and amortization expense |
44,477 | 42,676 | 132,424 | 124,923 | ||||||||||||
General and administrative expenses |
41,071 | 62,477 | 135,172 | 188,458 | ||||||||||||
Asset retirements and impairments |
159,802 | | 159,802 | | ||||||||||||
Interest expense, net of amounts capitalized |
9,082 | 10,475 | 28,911 | 30,594 | ||||||||||||
Loss (gain) on disposal of assets, net |
1,945 | (1,683 | ) | 1,284 | (2,309 | ) | ||||||||||
Interest income |
(42 | ) | (213 | ) | (459 | ) | (903 | ) | ||||||||
Other (income) expense, net |
(359 | ) | 2,152 | (789 | ) | 1,240 | ||||||||||
Total costs and expenses, net |
435,877 | 458,079 | 1,037,326 | 1,288,327 | ||||||||||||
(Loss) income before taxes and noncontrolling interest |
(198,206 | ) | 77,541 | (226,208 | ) | 205,695 | ||||||||||
Income tax benefit (expense) |
73,189 | (29,079 | ) | 83,622 | (78,982 | ) | ||||||||||
Net (Loss) Income |
(125,017 | ) | 48,462 | (142,586 | ) | 126,713 | ||||||||||
Noncontrolling interest |
75 | | 75 | 245 | ||||||||||||
(LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS |
$ | (124,942 | ) | $ | 48,462 | $ | (142,511 | ) | $ | 126,958 | ||||||
(Loss) earnings per share attributable to common stockholders: |
||||||||||||||||
Basic |
$ | (1.03 | ) | $ | 0.39 | $ | (1.18 | ) | $ | 1.01 | ||||||
Diluted |
$ | (1.03 | ) | $ | 0.39 | $ | (1.18 | ) | $ | 1.00 | ||||||
Weighted average shares outstanding: |
||||||||||||||||
Basic |
121,277 | 123,518 | 120,983 | 125,304 | ||||||||||||
Diluted |
121,277 | 125,377 | 120,983 | 127,062 |
Condensed Consolidated Balance Sheets (in thousands):
September 30, | December 31, | |||||||
2009 | 2008 | |||||||
(unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 93,083 | $ | 92,691 | ||||
Accounts receivable, net |
184,913 | 377,353 | ||||||
Other current assets |
106,927 | 89,078 | ||||||
Total current assets |
384,923 | 559,122 | ||||||
Property and equipment, net |
871,581 | 1,051,683 | ||||||
Goodwill |
345,228 | 320,992 | ||||||
Other intangible assets, net |
45,138 | 42,345 | ||||||
Equity-method investments |
5,271 | 24,220 | ||||||
Other assets, net |
16,686 | 18,561 | ||||||
TOTAL ASSETS |
$ | 1,668,827 | $ | 2,016,923 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 41,311 | $ | 46,185 | ||||
Accrued liabilities and interest |
136,946 | 201,484 | ||||||
Current portion of long-term debt |
23,881 | 25,704 | ||||||
Total current liabilities |
202,138 | 273,373 | ||||||
Long-term debt, less current portion |
527,529 | 633,591 | ||||||
Deferred tax liabilities |
132,501 | 188,581 | ||||||
Other non-current accrued liabilities |
53,181 | 60,646 | ||||||
Stockholders equity |
753,478 | 860,732 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 1,668,827 | $ | 2,016,923 | ||||
Consolidated Cash Flow Data (in thousands):
Nine Months Ended | ||||||||
September 30, | ||||||||
2009 | 2008 | |||||||
(unaudited) | ||||||||
Net cash provided by operating activities |
$ | 197,581 | $ | 240,838 | ||||
Net cash used in investing activities |
(85,581 | ) | (223,065 | ) | ||||
Net cash used in financing activities |
(109,100 | ) | (5,391 | ) | ||||
Effect of changes in exchange rates on cash |
(2,508 | ) | 326 | |||||
Net increase in cash and cash equivalents |
392 | 12,708 | ||||||
Cash and cash equivalents, beginning of period |
92,691 | 58,503 | ||||||
Cash and cash equivalents, end of period |
$ | 93,083 | $ | 71,211 | ||||
Results of Operations by Reportable Segment (in thousands, except for percentages):
Well | Production | Functional | ||||||||||
For the Three Months Ended September 30, 2009: | Servicing | Services | Support | |||||||||
(unaudited) | ||||||||||||
Revenues from external customers |
$ | 194,071 | $ | 43,600 | $ | | ||||||
Operating expenses |
186,155 | 52,819 | 26,475 | |||||||||
Asset retirements and impairments |
65,869 | 93,933 | | |||||||||
Operating loss |
(57,953 | ) | (103,152 | ) | (26,475 | ) | ||||||
Operating loss as a percentage of revenue |
-29.9 | % | -236.6 | % | n/a | |||||||
Operating income (loss), excluding asset retirements and impairments |
7,916 | (9,219 | ) | (26,475 | ) | |||||||
Operating income (loss), excluding asset retirements and
impairments, as a percentage of revenue |
4.1 | % | -21.1 | % | n/a |
Well | Production | Functional | ||||||||||
For the Three Months Ended June 30, 2009: | Servicing | Services | Support | |||||||||
(unaudited) | ||||||||||||
Revenues from external customers |
$ | 197,945 | $ | 43,513 | $ | | ||||||
Operating expenses |
182,423 | 52,383 | 27,633 | |||||||||
Operating income (loss) |
15,522 | (8,870 | ) | (27,633 | ) | |||||||
Operating income (loss) as a percentage of revenue |
7.8 | % | -20.4 | % | n/a |
Well | Production | Functional | ||||||||||
For the Three Months Ended September 30, 2008: | Servicing | Services | Support | |||||||||
(unaudited) | ||||||||||||
Revenues from external customers |
$ | 399,586 | $ | 136,034 | $ | | ||||||
Operating expenses |
302,225 | 112,435 | 32,688 | |||||||||
Operating income (loss) |
97,361 | 23,599 | (32,688 | ) | ||||||||
Operating income as a percentage of revenue |
24.4 | % | 17.3 | % | n/a |
Well | Production | Functional | ||||||||||
For the Nine Months Ended September 30, 2009: | Servicing | Services | Support | |||||||||
(unaudited) | ||||||||||||
Revenues from external customers |
$ | 648,277 | $ | 162,841 | $ | | ||||||
Operating expenses |
583,824 | 184,490 | 80,263 | |||||||||
Asset retirements and impairments |
65,869 | 93,933 | | |||||||||
Operating loss |
(1,416 | ) | (115,582 | ) | (80,263 | ) | ||||||
Operating loss as a percentage of revenue |
-0.2 | % | -71.0 | % | n/a | |||||||
Operating income (loss), excluding asset retirements and impairments |
64,453 | (21,649 | ) | (80,263 | ) | |||||||
Operating income (loss), excluding asset retirements and
impairments, as a percentage of revenue |
9.9 | % | -13.3 | % | n/a |
Well | Production | Functional | ||||||||||
For the Nine Months Ended September 30, 2008: | Servicing | Services | Support | |||||||||
(unaudited) | ||||||||||||
Revenues from external customers |
$ | 1,108,958 | $ | 385,064 | $ | | ||||||
Operating expenses |
840,724 | 308,544 | 110,437 | |||||||||
Operating income (loss) |
268,234 | 76,520 | (110,437 | ) | ||||||||
Operating income as a percentage of revenue |
24.2 | % | 19.9 | % | n/a |
Below is a reconciliation of loss attributable to common stockholders as reported in accordance
with United States generally accepted accounting principles (GAAP) to loss attributable to common
stockholders as adjusted by certain non-cash charges (a non-GAAP measure) and loss attributable to
common stockholders to Adjusted EBITDA (a non-GAAP measure) as required under Regulation G of the
Securities Exchange Act of 1934.
Impact of Certain Non-Cash Charges on Consolidated Loss Attributable to Common Stockholders and
Diluted Loss per Share (in thousands, except per share amounts):
(Please note that the earnings per share impacts of the items discussed below may differ for the
third quarter and year-to-date periods due to a different number of weighted average shares
outstanding for the quarterly and nine month periods).
Three Months Ended September 30, 2009 | ||||||||||||
Loss Before | Loss | |||||||||||
Income Taxes and | Attributable to | |||||||||||
Noncontrolling | Common | Diluted Loss | ||||||||||
Interest | Stockholders | per Share | ||||||||||
(unaudited) | ||||||||||||
As reported |
$ | (198,206 | ) | $ | (124,942 | ) | $ | (1.03 | ) | |||
Impact of items: |
||||||||||||
Rig retirement charges |
65,869 | 41,563 | 0.34 | |||||||||
Asset impairment charges |
93,433 | 58,956 | 0.49 | |||||||||
Goodwill impairment charges |
500 | 316 | | |||||||||
Excluding items |
$ | (38,404 | ) | $ | (24,107 | ) | $ | (0.20 | ) |
Nine Months Ended September 30, 2009 | ||||||||||||
Loss Before | Loss | |||||||||||
Income Taxes and | Attributable to | |||||||||||
Noncontrolling | Common | Diluted Loss | ||||||||||
Interest | Stockholders | per Share | ||||||||||
(unaudited) | ||||||||||||
As reported |
$ | (226,208 | ) | $ | (142,511 | ) | $ | (1.18 | ) | |||
Impact of items: |
||||||||||||
Rig retirement charges |
65,869 | 41,563 | 0.34 | |||||||||
Asset impairment charges |
93,433 | 58,956 | 0.49 | |||||||||
Goodwill impairment charges |
500 | 316 | | |||||||||
Excluding items |
$ | (66,406 | ) | $ | (41,676 | ) | $ | (0.35 | ) |
Key excludes certain items from net loss attributable to common stockholders because those items
are customarily excluded by analysts in published estimates and Keys management believes, for
purposes of comparability to financial performance in other periods and to evaluate the companys
trends, that it is appropriate for these items to otherwise be excluded. The net loss, as
adjusted, should not be considered a substitute for, or superior to, loss attributable to common
stockholders as reported in accordance with GAAP.
Reconciliations to Adjusted EBITDA (in thousands, except for percentages):
Three | Three | Three | ||||||||||||||||||||||
Months | Months | Months | ||||||||||||||||||||||
Ended | Ended | Ended | ||||||||||||||||||||||
September 30, | % of | June 30, | % of | September 30, | % of | |||||||||||||||||||
2009 | Revenue | 2009 | Revenue | 2008 | Revenue | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
(Loss) income attributable to common stockholders |
$ | (124,942 | ) | -52.57 | % | $ | (18,473 | ) | -7.65 | % | $ | 48,462 | 9.05 | % | ||||||||||
Interest income |
(42 | ) | -0.02 | % | (169 | ) | -0.07 | % | (213 | ) | -0.04 | % | ||||||||||||
Interest expense, net of amounts capitalized |
9,082 | 3.82 | % | 10,181 | 4.22 | % | 10,475 | 1.96 | % | |||||||||||||||
Income tax (benefit) expense |
(73,189 | ) | -30.79 | % | (10,658 | ) | -4.41 | % | 29,079 | 5.43 | % | |||||||||||||
Depreciation and amortization expense |
44,477 | 18.71 | % | 43,191 | 17.89 | % | 42,676 | 7.97 | % | |||||||||||||||
Asset retirements and impairments |
159,802 | 67.24 | % | | 0.00 | % | | 0.00 | % | |||||||||||||||
Noncontrolling interest |
(75 | ) | -0.03 | % | | 0.00 | % | | 0.00 | % | ||||||||||||||
Other (income) expense, net |
(359 | ) | -0.15 | % | (512 | ) | -0.21 | % | 2,152 | 0.40 | % | |||||||||||||
Loss (gain) on disposal of assets, net |
1,945 | 0.82 | % | (1,350 | ) | -0.56 | % | (1,683 | ) | -0.31 | % | |||||||||||||
Adjusted EBITDA |
$ | 16,699 | 7.03 | % | $ | 22,210 | 9.20 | % | $ | 130,948 | 24.45 | % | ||||||||||||
Adjusted EBITDA is defined as net income (loss) before interest, taxes, depreciation and
amortization, and adjusted for impairment charges, other income and expense, gains and losses on
the disposal of assets and noncontrolling interest. Management does not include gains or losses on
the disposal of assets, impairment charges and other income and expense in its calculations of
Adjusted EBITDA, as it believes that they are either non-recurring or not representative of the
companys core operations. Other income and expense generally represents the companys minority
investments and foreign currency transaction gains and losses. As a minority shareholder in those
equity-method investments, the company cannot directly impact the performance of that investment.
Further, management believes that most investors exclude impairment charges, noncontrolling
interests and gains and losses on the sale of assets from customary EBITDA calculations as those
items are often viewed as non-recurring and not reflective of ongoing financial performance.
Adjusted EBITDA is a non-GAAP measure that is used as a supplemental financial measure by the
companys management and directors and by external users of the companys financial statements,
such as investors, to assess:
| The financial performance of the companys assets without regard to financing methods,
capital structure or historical cost basis; |
| The ability of the companys assets to generate cash sufficient to pay interest on its
indebtedness; and |
| The companys operating performance and return on invested capital as compared to those
of other companies in the well services industry, without regard to financing methods and
capital structure. |
Adjusted EBITDA has limitations as an analytical tool and should not be considered an alternative
to net income, operating income, cash flows from operating activities or any other measure of
financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA excludes
some, but not all, items that affect net income and operating income and these measures may vary
among other companies. Limitations to using Adjusted EBITDA as an analytical tool include:
| Adjusted EBITDA does not reflect Keys current or future requirements for capital
expenditures or capital commitments; |
| Adjusted EBITDA does not reflect changes in, or cash requirements necessary to service
interest or principal payments on Keys debt; |
| Adjusted EBITDA does not reflect income taxes; |
| Although depreciation and amortization are non-cash charges, the assets being
depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA
does not reflect any cash requirements for such replacements; |
| Other companies in Keys industry may calculate Adjusted EBITDA differently than Key
does, limiting its usefulness as a comparative measure; and |
| Adjusted EBITDA is a different calculation from earnings before interest, taxes,
depreciation and amortization as defined for purposes of the financial covenants in the
companys senior secured credit facility, and therefore should not be relied upon for
assessing compliance with covenants. |
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are based on Keys
current expectations, estimates and projections about Key, its industry, its managements beliefs
and certain assumptions made by management. No assurance can be given that such expectations,
estimates or projections will prove to have been correct. Whenever possible, these
forward-looking statements are identified by words such as expects, believes, anticipates
and similar phrases.
A number of factors could cause actual results to differ materially from the expectations,
estimates and projections expressed in this press release, including, but not limited to: risks
associated with prolonged poor economic conditions in the United States and globally; availability
of credit under Keys revolving credit facility and related liquidity risks, including risks
associated with Keys recently amended credit facility; the continued instability of the credit
markets; risks affecting activity levels for Keys services, including the decline and instability
of commodity prices and changes in the capital budgets of Keys customers; risks related to well
service rig retirements, including factors that could impact Keys ability to meet the future
demand and the impact of rig capacity in the market generally; risks affecting Keys foreign
operations, including expanded operations and investment in the Russian Federation and Mexico, and
labor and other issues in Argentina; risks affecting Keys ability to maintain prices for services
and manage market pricing pressures; weather risks; and other risks that Key will be unable to
achieve financial targets or implement targeted cost reductions.
Given these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. Other important risk factors that may affect Keys business, results
of operations and financial position are discussed in its most recently filed Annual Report on Form
10-K, recent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and in other
Securities and Exchange Commission filings. Unless otherwise required by law, Key also disclaims
any obligation to update its view of any such risks or uncertainties or to announce publicly the
result of any revisions to the forward-looking statements made here. However, readers should
review carefully reports and documents that Key files periodically with the Securities and Exchange
Commission.